Virginia Motorcoach Association
Bylaws
ARTICLE I: Name and Location
Section I. Name
The name of the Association shall be VIRGINIA MOTORCOACH ASSOCIATION, INC. (hereinafter called VMA).
Section II. Location
The principal office of the Association shall be located in the City of Richmond, Virginia or any other city or county in the State of Virginia approved by the Board of Directors.
ARTICLE II: Purposes
The purposes of the Association shall be as follows:
1. To promote safe, convenient motorcoach transportation and encourage the business of transporting persons by motor vehicle between fixed termini, or regular schedules, or for special purposes, to the end that it may serve to the fullest extent the best interests and welfare of the public and the members of the Association.
2. To advocate the enactment of just and proper laws regulating the motor transportation business.
3. To promote efforts to protect the members of the Association from encroachments, discriminations, undue and improper interference, and inequitable and improper taxation through lobbying efforts, VMA code of ethics, cooperation with other industry organizations, or other legal means.
4. To promote closer relations and cordial cooperation among the members.
5. To promote friendly relations with and secure the cooperation and good will of the public.
6. To promote safe transportation service by members’ adherence to these Bylaws and VMA Code of Ethics.
7. To promote the construction of roads and streets of proper width and grade and of such material and over such routes that will promote the maintenance, repair and improvement of all roads and streets used for motor transportation.
8. To cooperate with the Virginia Division of Motor Vehicles, State Corporation Commission of Virginia or other regulatory entities having jurisdiction and supervision of carriers by motor vehicle, including, but not limited to, mass transit concerns.
9. To promote motorcoach tourism and good working relationships among motorcoach operators operators, tour operators, receptive operators, and suppliers within the Association.
ARTICLE III: Membership
Section I. Categories of Membership
The categories of membership of the Association shall consist of the following:
a. Motorcoach Operator
b. Supplier
c. Receptive Operator (supplier)
d. Tour Operator (buyer)
e. Life Member
Section II. Motorcoach Operator
Any person, firm, corporation, or business venture of any form owning and/or operating one or more motorcoaches within the State of Virginia, or surrounding states, for the purpose of transporting passengers on schedules regulated by State or local authority, or charter or sightseeing service pursuant to State authority. A motorcoach operator shall meet the following criteria for membership eligibility:
a. Applicant must provide proof of operating authority.
b. Applicant must have been in business at least one year from the date of operating authority.
c. Applicant must provide proof of adequate insurance coverage required for motorcoach operators by state (intrastate) and federal (interstate) regulations.
d. Applicant must sign the VMA Code of Ethics for motorcoach operators.
Section III. Supplier Member
Any person, firm, corporation, or business venture engaged in any major business incident to the motorcoach industry in the State of Virginia shall be eligible for membership.
Section IV. Receptive Operator Member
Any person, firm, corporation or business venture that engages in supplying products and services to the members shall be eligible for membership.
Section V. Tour Operator
Any person, firm, corporation or business venture that engages packaged passenger travel.
Section VI. Life Member
Any person who performs an exceptional act to the motorcoach industry in the state of Virginia and has retired shall be eligible for Life Membership, as approved by the majority of the members of the board of directors. Life members shall be granted waiver of registration fees for the annual convention and any other event sponsored by the Virginia Motorcoach Association.
Section VII. Approval of Membership
The Board of Directors, by a majority vote, shall approveall members, who meet themembership requirements. Applications for membership shall be made upon such forms as the Board of Directors from time to time may prescribe and shall be accompanied by annualdues.
Section VIII. Voting
Only motorcoach operator members, whose dues are current, shall be entitled to vote for any purpose whatsoever. Each motorcoach operator shall have one vote per firm, corporation, or business venture as set forth in Section II.
Section IX. Expulsion or Suspension of Members
Any member may be expelled or suspended in the best interest of the Association, for non-payment of dues or for good cause shown, by no less than a three-fourths vote of the Board of Directors (exclusive of any Director representing such a member) at an open meeting called for that purpose, after a full hearing. Charges for suspending or expelling a member must be brought by a motorcoach operator member in good standing and shall be read and heard by the Board of Directors no less than thirty (30) days after notice of the specific charges filed against such member and the time and place of such meeting has been given to the member involved and to the member of the Board of Directors by the Secretary-Treasurer. A full opportunity to be heard shall be afforded all parties concerned, with or without representation.
ARTICLE IV: Dues
Section I. Motorcoach Operator Members
The Board of Directors may determine from time to time the amount of dues and assessment payable by the motorcoach operator members.
Section II. Supplier Members
The Board of Directors may determine from time to time the amount of dues and assessment payable by the supplier members.
Section III. Receptive Operator Members
The Board of Directors may determine from time to time the amount of dues and assessment payable by the receptive operator members.
Section IV. Tour Operator Members
The Board of Directors may determine from time to time the amount of dues and assessment payable by the tour operator members.
Section V. Payment of Dues
All membership dues shall be on an annual basis and made payable by April 30th of the present year in order to remain current.
Section VI. Default of Payment
When any member shall be in default in the payment of dues as late as June 30, the Board of Directors may terminate membership, after written notification by mail or facsimile to the offending party.
ARTICLE V: Meeting of Members
Section I. Places of Meetings
All meetings of the members and the annual convention shall be held at such time and place as may be fixed, from time to time, by the Board of Directors.
Section II. Special Meetings
Special meetings of the members for any purpose or purposes may be called at any time by the President, by the Board of Directors, or a majority thereof, or by not less than ten (10%) of the motorcoach operator members at the time. At a special meeting no business shall be transacted and no action shall be taken other than stated in the notice of such meeting.
Section III. Notice of Meeting
Notice of the time and place of every meeting shall be mailed or electronically forwarded at least ten (ten) days prior to the meeting to each motorcoach operator member who shall have furnished a written address to the Secretary-Treasurer of the Association.
Section IV. Quorum
One-fourth of the motorcoach operator members, present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction or business.
Section V. Voting
At any meeting of the members, each motorcoach operator member shall be entitled to one vote in person or by written proxy, providing that dues are current.
ARTICLE VI: Directors
Section I. General Powers
The property, affairs and business of the Association shall be managed by the Board of Directors and, except as otherwise expressly provided by law or by the Certificate of Incorporation, or by these Bylaws, all of the powers of the corporation shall be vested in said Board.
Section II. Number and Qualification
The Directors shall be seventeen (17) in number, including four (4)
present officers, the immediate past president, and twelve (12) from motorcoach operator members. The majority of the Directors shall constitute a quorum. All Director seats reside with the motorcoach company, not the individual. The Associate membership shall elect an Associate Director at the annual convention to serve in an advisory capacity, who shall be entitled to one vote.
Section III. Election of Directors
The Directors shall be elected from the motorcoach operator membership at large at the annual meeting of members. Directors shall be elected each year on a rotating basis for a three-year term and may be eligible for additional terms. Any motorcoach operator member who desires nomination for election to the Board of Directors, who has been in business and a motorcoach operator member of the association for three consecutive years, shall present his/her request in writing to the Board of Directors at least 30 calendar days prior to the first scheduled day of the annual meeting of members. The nominee’s request must contain brief biographical information and a copy of the nominee’s criminal background check. All nominees are expected to attend the annual membership business meeting to present himself/herself orally to the membership. In the event that a Director vacates his/her seat on the Board of Directors, the member company that he/she represented may put forth their nomination for replacement to the Board for approval.
The motorcoach operator members at any meeting, by a majority vote, may remove any Director. All vacancies shall be filled by the Directors then in office or by the members at an annual or special meeting, but until the vacancies are filled by the election of Directors, the total number of Directors of the Association for the purpose of determining a quorum shall be the number of Directors actually elected and serving at the time of any given meeting.
Section IV. Meetings of Directors
Meetings of the Board of Directors shall be held at places and at times fixed by resolution of the Board or upon call of the President. The Secretary-Treasurer, or officer performing his/her duties, shall give due notice of all meetings of the Directors.
Section V. Attendance
Directors are encouraged to participate and attend all meetings that are scheduled by the Board of Directors. A minimum annual attendance policy of 75% of all scheduled meetings is required of all elected Directors. Any Director who cannot meet the minimum attendance policy may be removed from his/her elected position and be replaced at the discretion of the Board of Directors until the next annual meeting of members takes place.
Section VI. Voting
Any Director who cannot attend a meeting of the Board of Directors may send a representative from his/her company and that representative may vote as a proxy.
ARTICLE VII: Officers
Section I. Election
The officers of the Association shall consist of a President, First Vice President, Second Vice President, and a Secretary-Treasurer. Other officers as may be appointed by the Board of Directors as provided in Section II of this Article. The President, First Vice President, Second Vice President, and the Secretary-Treasurer shall be elected at the regular annual meeting of the members from among the Directors, and shall hold office as hereinafter provided until the next regular annual meeting or until their successors are elected and qualify. The President and Secretary-Treasurer may not be the same person. The President shall serve for two years.
The First Vice President shall become the President when the President shall have served his/her elected term. The Second Vice President shall become the First Vice President when the First Vice President shall have served his/her elected term and the Second Vice President shall be elected as provided above.
Section II. Staff
Staff, including a Director of Government Affairs, an Executive Director, and Counsel or legal advisor, shall serve such time as may be designated by the Board of Directors. Staff of the Association shall serve at the discretion of the Board of Directors.
Section III. Duties
The officers of the Association shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as from time to time shall be conferred by the Board of Directors.
Section IV. Compensation
The compensation, if any, of any officer or staff of the Association shall be fixed by the Board of Directors.
Section V. Vacancies
Should the office of President become vacant during any term, the First Vice President shall assume the office of President and the Second Vice President shall assume the office of First Vice President, and the Board of Directors shall appoint from the board members a Second Vice President, for the remainder of the unexpired term or until the next annual meeting of the Association, whichever comes first, at which time new officers will be elected in accordance with these Bylaws as provided in Article VI, Section III.
ARTICLE VIII: Seal
The corporate seal of the Association shall consist of two concentric circles between which are the words “Virginia Motorcoach Association Inc.” and in the center of the word “Seal”.
ARTICLE IX: Amendments
These Bylaws may be amended, repealed or altered, in whole or in part, by a majority vote of a quorum at any regular meeting of the members or at any special meeting of the members when such action has been announced in the call and notice of such meeting.
ARTICLE X: Fiscal Responsibility
There shall be an annual review, compilation or an audit of the records of the Treasurer by an auditor who shall be appointed by the Board of Directors. Annually, the Board of Directors shall have discretion to determine if the records of the Treasurer shall be a review, compilation or an audit. The auditor shall complete the review, compilation or audit in a timely manner to meet the deadline determined by the Board of Directors.
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Bylaws amended September 2004
Article VI amended June 2005
Bylaws amended August 2006
Aritcle VI amended August 2007
Article III amended March 2008
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