GSTA - GSTA Bylaws |
A Towman's Association for All Towmen |
By-Laws of GARDEN STATE TOWMAN'S ASSOCIATION INC.(Including Amendments Approved May 18, 1999) A CORPORATION NOT FOR PROFITARTICLE
ONE The Corporation is organized for the following purposes: To promote the general welfare and interests of all towing, recovery and storage operators within the State of New Jersey; to cooperate with other state, national and international associations having like purposes; to members: to support the enactment of wise and uniform legislation, as such may affect the business of the members; to oppose, where practicable, any unwise, non-uniform or ill-founded legislation that may tend to unjustly affect the business of the members; to seek to eliminate unfair, destructive and discriminatory practices within the towing, recovery and storage industry; to foster cooperation and unity among the operators within the industry; to educate members of the Association and the industry regarding their rights and obligations; to improve the image of the operators within the industry and within the general populace; to assist in providing services and products to the members at lesser cost than exist prior to incorporation; to seek ways and means of solving industry-wide problems; to assist members in distress through donations and other acts of good-will; to provide legal services to or for members, where appropriate; to assist members in keeping abreast of developments within the industry; to raise funds to accomplish its purposes; to establish a good-will or charity fund and provide and raise monies therefore; to provide funding to initiate and implement its purposes aforementioned; to exercise all such powers as are granted by N.J.S. 15A:3-1, et. seq.; to foster social and fraternal relations among its members. ARTICLE
II The Corporation may have such offices as the Board of Directors may require. The principal office shall be located at the principal place of business of the sitting president or such other place as he may, from time and time, designate. ARTICLE
III 1. The first members of the Corporation shall consist of the members of the original Board of Directors of the Corporation, unless they have resigned or their membership otherwise terminated. Thereafter, the eligibility and qualifications for membership and the manner of and admission into membership shall be as prescribed hereafter. The Board of Directors may adopt such resolutions or rules and regulations relating to members which shall be affixed to the By-laws of the Corporation and shall be deemed to be a part thereof. Such resolutions or rules and regulation adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership. Any resolutions respecting dues or fees must be approved by a majority vote of the membership as hereafter prescribed. 2. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument and shall be surrendered upon suspension, termination or withdrawal from membership. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or a facsimile thereof. 3. Members shall be divided into the following classes or categories and have the following rights and limitations: A. Regular Members - All persons, corporations or other entities directly engaged in towing, recovery or storage of motor vehicles in the State of New Jersey. In the event of any entity having more than one employee, there shall be only one vote allowed per entity. The owner of such entity may, however, in his absence, designate any one employee to vote on his behalf and in his place and stead. There shall be only one collective vote for any nationally owned or franchised towing entity no matter how many locations that company owns. If there are more than one Member companies owned by a national or franchise towing company the parent company shall designate who their state representative shall be. The designate must be a NJ resident. This does not effect any Regular members that may have “Associate” or “Affiliate” status with the above mentioned entities as long as the company retains separate ownership. Membership fees for Regular Members shall be determined by a duly adopted resolution of the Board of Directors and approved by a majority vote of the membership present at such vote. At least 60 days notice shall be required to the membership of any proposed increase in such fees. Only sole owners, general partners, majority stockholders or principal officers shall be eligible to hold office in the Corporation. B. Associate Members - Associate members shall be either (1) all persons, corporations and other business entities who manufacture or supply goods or services to or for the towing, recovery or storage industries or (2) all persons, Corporations or other entities directly engaged in towing, recovery or storage of motor vehicles other than in the State of New Jersey. Associate Members may attend all meetings but may not vote or hold office in the Association. Associate Members may serve on committees; however, Associate Members may not chair any committees. Membership fees shall be stated in a duly adopted resolution of the Board of Directors and approved by a majority vote of the membership present at such vote. C. Honorary Members - Such persons who have, in the opinion of the Board of Directors, as exhibited by a majority vote thereof, rendered meritorious service to the towing, recovery or storage industries may be elected as Honorary Members. Any such proposed member shall be recommended by no less than three members of the Board of Directors. Such members shall not be required to pay dues and shall be entitled to all privileges of membership except voting and holding of elective office. Such members shall remain Honorary Members in perpetuity and may only be removed by unanimous vote of the Board of Directors upon recommendation for removal by no less than a majority of the Board. D. Affiliate Members-Affiliate members shall be either (A) persons directly engaged in towing, recovery, or storage of motor vehicles other than the owner of a corporation engaged in the above, i.e. an employee, or (B) persons who were formally directly engaged in towing, recovery or storage of motor vehicles. Affiliate members may serve on committees, however may not chair any subcommittees. Affiliate member fees shall be 50% of the Regular members’ fees, offering the Affiliate member all discounts and privileges of Regular members except as stated above. 4. Regular Members shall be accepted upon filing of an application and payment of required fees, which shall not be pro-rated. Regular members must have their principal place of business within the State of New Jersey. 5. Regular Members shall vote in person. No proxy voting shall be permitted. 6. Membership of any Regular or Associate Member may be suspended or terminated by a vote of 2/3 of the Board of Directors, following a hearing in accord with due process of law. Recommendation for suspension or termination may only be accepted if by at least 5% of the Regular Members or at least three members of the Board of Directors, in writing and signed. 7. Anything in No.6 above to the contrary notwithstanding, any Regular or Associate member may be suspended for non-payment of fees and assessments for a period of not less than 60 days and may be terminated for non-payment of fees and assessments for a period of not less than 90 days. ARTICLE
IV 1. ANNUAL MEETING. An annual meeting of the membership shall be held each year beginning with the year 1988. The Board of Directors shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of holding elections, if an election year, and for the transaction of such other business as may come before the meeting. 2. SPECIAL MEETINGS. Special meetings of the members may be called by the President or the Board of Directors. 3. NOTICE OF MEETINGS. Written notice shall be mailed to each member, not less than ten days nor more than 60 days before the date set forth the annual meeting, not less than five days before the date of the special meeting and not less than 10 days before the date of the regular meeting. Such notice shall state the place, date and hour of the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the holding of elections, if an election year, and for the transaction of such other business as may properly come before the meeting. Notice of Special Meetings shall state the purpose or purposes for which the meeting is called. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place is given at the meeting so adjourned. 4. QUORUM. Not less than five (5) members present who are entitled to vote shall constitute the quorum for the conduct of any business. 5. VOTING At all meetings, except for election, the membership will vote by the raise of hands, unless written ballots are requested by simple majority of those members present who are eligible to vote. Written ballots shall be used for all elections. ARTICLE
V 1. GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall consist of Regular members but may include one Associate member business owner who may hold any position except that of First Vice President or President and must have their primary place of business within the State of New Jersey. 2. The initial Board of Directors for the year 1988 shall be the members of the Steering Committee and offices as of October 17,1987. 3. BOARD MEMBERS. The number of Board Members shall not be less than 10. The maximum number of Board Members shall be the total of (a) Officers, (b) Appointees of the Board and of the President as hereafter provided and (c) three representatives of the elected District Directors, as determined by a vote of majority of all elected District Directors. Each Board Member shall hold office until his or her successor is duly elected or appointed and qualified, subject to earlier termination by removal or resignation. All of the above Board Members shall be entitled to vote. District Directors who are not elected as Board Members shall be entitled to attend meetings, but shall have no voting powers. With respect to the Appointees referred to above, the Officers of the Board may, if they so desire, and by majority vote, appoint no more than two (2) Regular Members of the Association to the Board. The President may further appoint an Executive Secretary to the Board who shall be entitled to attend all Board meetings and shall be entitled to vote. The Association's Executive Director and Attorney shall be ex-officio members of the Board, shall be entitled to attend all Board meetings, but shall not be entitled to vote. 4. REGULAR MEETINGS. The Board of Directors shall hold their annual meeting immediately after, and at the same place as the annual meeting of members. The Board may provide by resolution for additional regular meetings to be held without notice except as provided by the resolution itself. 5. SPECIAL MEETINGS. The president or any three Directors may call for special meetings of the Board and fix the time and place for such meetings. 6. NOTICE. Directors shall be notified of any special meeting by advance notice in writing which shall be sent by mail or personally delivered at least ten days before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation. Lack of notice is waived by written waiver or attendance at the meeting without protest. 7. QUORUM. A quorum shall be determined by the presence of the voting members of the Board. 8. VACANCIES. Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining Directors. A Director so elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office. 9. COMPENSATION. The Board may provide that a salary or other compensation be paid to any Director or other employee for his or her services. The Board may also provide by resolution that any corporate agent be indemnified for expenses and costs, including legal fees, which were necessarily incurred in connection with any claim asserted against him or her by reason of his or her being or having been a corporate agent. However, no indemnification shall be allowed if the agent was guilty of misconduct regarding the matter for which indemnity is sought. 10. REMOVAL. The Board of Directors may remove any Director at any time if, in its judgment, the best interest of the Corporation would be served thereby. However, officers elected by the membership may not be removed except by the membership, but the authority of such officer to act as an officer may be suspended by the Board for cause. 11. TERM. (a) Those members of the Board of Directors who are officers shall hold office for a term concurrently with their terms as officers. (b) Those members of the Board of Directors who are District Directors shall hold office for a term concurrently with their terms as District Directors. (c) Those members of the Board of Directors who are Appointees of the Board, ex-officio members or Executive Secretary shall hold office at the pleasure of and for such period of time as may be determined either by the President or voting members of the Board who shall act by majority vote, depending upon who has made the appointment. ARTICLE
VI 1. OFFICERS. The officers of the Corporation shall be as follows: President Vice President Secretary Treasurer No person shall hold more than one office at the same time, except as provided in Article XV. 2. TERM. The initial officers shall be elected by the Board of Directors at their organizational meeting. Thereafter, the officers shall be elected bi-annually by the membership at their annual meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation. 3. PRESIDENT. The president shall be the principal officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the membership and the Board of Directors. He or she shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-profit corporation. The President immediately after serving no less than one (1) full term as President, shall have a seat on the Board of Directors, for a term of two (2) years without voting rights. So long as the President has left the office of President in good standing. No person shall qualify to become President unless he has served one full term as Vice President. 4. VICE PRESIDENT. The Vice Presidents, in order of succession, shall perform the duties of the President in the absence of the President or in the event of the President's inability or refusal to act and shall perform such other duties as are set forth in these By-laws or at the direction of the Board. 5. SECRETARY. The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these By-laws or as provided by law, keep the seal of the Corporation and affix it to corporate documents, keep a list of all members and their mailing addresses and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors. 6. TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and, in general, perform all the duties incidental to the office of the Treasurer and other duties as may be assigned by the President or the Board of Directors. ARTICLE
VII 1. There shall be District Directors, either by County or other area designated by the Board of Directors. In no event shall the number of District Directors exceed the number of Counties within the State of New Jersey. 2. The Board of Directors shall administer the voting or appointment of the District Directors. The District Directors shall be from the area in which the are representing. 3. District Directors shall serve for a term of one year. 4. The duties and responsibilities of District Directors shall be set forth by the Board from time to time. ARTICLE
VIII 1. The Board of Directors may, by resolution of a majority of the Board, establish committee of two or more Directors to conduct the management of the Corporation. Other committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Directors in management of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Directors. 2. The president may establish from time to time and of such duration and for such purposes as he may direct, Ad Hoc Committee, such as the following: 1.
Legal Action All members shall be entitled to volunteer to become members of any committee. In the absence of sufficient volunteers for any committee, the President shall appoint the remaining members. The President shall also appoint the Chairman of each committee. Every Committee shall have at least three members. ARTICLE
IX These by-laws may be amended by an affirmative vote of at 66 percent of those present at a meeting of the membership called for the purpose of acting upon such amendment, subject to proper and duly presented proposals in accordance with law. ARTICLE
X Not later than 60 days prior to the Annual Meeting at which an election is to held, the President shall cause to be submitted to the membership a list of nominees for all officers. Nominations may be in writing no later than September 1 of each year when an election is to be held. Officers’ elections shall be by secret ballot at the meeting. ARTICLE
XI For voting purposes, the record date for determining members shall be 30 days prior to the meeting wherein an election is to be held or any other action is to take place requiring a vote of the membership. ARTICLE
XII In the event of Dissolution of the Corporation, the assets of the Corporation which shall remain after payment of all just debts and obligations shall be given and donated to T.R.A.A. Education Foundation, Inc., P.O. Box 2517, Winter Park, Florida, 32790, which is an IRS 501(c)(3) tax exempt educational public foundation. ARTICLE
XIII 1. The Board of Directors may propose affiliation with any national or international associations or corporations, which are non-profit and which have purposes similar to and consistent with the purpose of this Corporation. 2. Any proposal for affiliation shall be presented to the membership at least 30 days prior to the regular meeting and a vote on such proposal shall take place at the next regular meeting. A majority vote shall determine whether or not to proceed with the affiliation process. 3. The Garden State Towman’s Association, Inc. will be a member of the Conference of Northeastern Towing Associations, Inc. (CNTA). ARTICLE
XIV The Board of Directors may promulgate such rules and regulations as it may deem desirable and necessary for the conduct and demeanor of all members of the Corporation, which rules and regulations shall be appended hereto and become a part hereof. ARTICLE
XV 1. The funds of the Corporation shall be maintained in a financial institution convenient to the office of the Treasurer and as approved by the Board. 2. Each member shall be provided with a copy of these By-laws and any amendments hereto. 3. Each member shall be provided with an up-to-date roster at such intervals as the Board may direct. 4. An Assistant Treasurer, who may also hold any other position, except President, may be appointed by Resolution of the Board of Directors for a term not to exceed one year. 5. An Assistant Secretary, who may also hold any other position, except President, may be appointed by Resolution of the Board of Directors for a term not to exceed one year. 6. There may be more than one Assistant Secretary or Assistant Treasurer at any time as the Board deems it required for orderly conduct of business. 7. The Assistant Treasurers and Assistant Secretaries shall not be considered or deemed to be officers of the Corporation for any other purposes than as set forth in the Resolution appointing them. |
