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GREAT LAKES LIMOUSINE ASSOCIATION BYLAWS

GREAT LAKES LIMOUSINE ASSOCIATION, INC.

BYLAWS

ADOPTED BY THE
BOARD OF DIRECTORS

NOVEMBER 17, 1999
Revised 2005

ARTICLE 1 Section A

NAME AND PRINCIPAL OFFICE

Name - The name of this corporation shall be the GREAT LAKES LIMOUSINE ASSOCIATION, INC. (GLLA), a nonprofit corporation incorporated in the State of Michigan.

Section B
Office - The principle office of the GLLA shall be located within the State of Michigan otherwise determined by the Board of Directors.  Additionally, offices shall be operated in such other locations as may be directed and determined by the Board of Directors of the GLLA.

Section A

PURPOSE

Purpose - The purpose of the GLLA shall be to provide a State wide forum for the exchange of information and views by members of the GLLA; to provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; to advance the interest of the industry and its members before the State of Michigan and other Federal regulatory authorities; and to perform such duties as will benefit the GLLA and its members.

ARTICLE 3 Section A

MEMBERSHIP

TYPES OF MEMBERSHIP.  There shall be the following types of membership in the GLLA:

REGULAR ACTIVE MEMBERS: The designation "Regular Active Member" shall apply to individuals and entities, which meet the following qualifications:

a. Own, be an officer or authorized agent of the owner, of a Limousine or Bus business that has physical control of one or more vehicles, meeting all applicable licensing and regulatory requirements, in which all vehicles owned or operated by the individual or entity, are offered on a prearranged basis to the public for hire and travel over irregular routes.

b. Authorized Agent – An individual may be appointed by an owner / officer of a Regular Active Member entity by completing the Authorized Agent form (attached).  The Authorized Agent will be recognized as the main representative for the member company at all GLLA meetings / functions; and have full privileges afforded to an owner / officer by the Bylaws.

c. Are recommended for membership by the Membership Committee.

d. Are accepted for membership after 30 days of publication in our official newsletter, posted in the minutes of the membership meeting and or posted on the GLLA web site, provided there are no objections received in writing and that they have been fully investigated by the Membership Committee. Prospective new member must have paid their dues in full set by the Board of Directors.  (See Appendix A)  All Active members shall be entitled to vote at meetings of the membership and shall be eligible to serve as directors and officers in accordance with these bylaws.


ASSOCIATIONS: The designation "Associations" shall apply to groups of limousine owners and/or operators who, by virtue of incorporation and purpose, representing a minimum of ten owners and/or operators.  This group is to be known as an Association Member.    (Associations here refer to other Limousine groups like The GLLA)

a. All members of an Association shall be entitled to attend all open meetings of the GLLA, providing that the Association's dues are paid (See Appendix A), but shall not have the right to vote or hold an elective office in the Association, unless he or she is also a Regular Active Member in good standing.  (See regular active member)

ALLIED TRADE MEMBERS: The designation "Allied Trade Member" shall be distinguished and identified as two separate groups.  They shall be (1) Allied Vendors and Dealers and (2) Manufacturers, Coachbuilders and Livery Networks.  These designations shall apply to individuals and entities, which meet the following qualifications:

a. Own or operate a trade or allied business in the State of Michigan, which provides products, merchandise or services related or necessary to, or reasonably required by, those owning or operating limousines businesses.

b. Are recommended for membership by the Membership Committee.

c. Are accepted for membership by vote of the Board of Directors of the GLLA.

d. Pay any fees or dues established for that particular member by the Board of Directors (See Appendix A).

e. Both groups of Allied Trade Members shall be entitled to attend all open meetings of the GLLA, shall have the right to vote as a Group, but not hold an elective office in the Association, with the exception that the Allied Trade Chairperson described in Article 8, Section A shall be limited to one Chairperson chosen by the GLLA Board upon recommendation from the Allied Trade Members Group and that the Allied Trade Chairperson hold a voting position on the Board.

HONORARY MEMBERS: As appointed by the Membership Committee and the GLLA Board of Directors with full voting rights  

CHAUFFERS:  Posses valid chauffeurs license, and prove his employment of same in the industry, and are accepted by the membership.  Must provide a copy of valid license at inception of membership, and pay appropriate fees (see appendix A) All Chauffeurs will have one vote collectively among the chauffeurs group of the GLLA not per person or company.

Section B

TERMINATION AND/OR TRANSFER OF MEMBERSHIP - Any Regular Active Member who shall cease to be an owner of a limousine business shall automatically cease to be a member of the GLLA.  Upon written request to the Membership Committee a former Regular Active Member, may be transferred to an Honorary Membership, if approved by the Membership Committee and the GLLA Board of Directors.

Section C

SUSPENSION AND/OR EXPULSION: Members of any classification shall be automatically suspended for not paying the current year's dues.  Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of the Board of Directors.  The Board of Directors shall be the sole judge of sufficiency of such cause.  Provided that for a member to be suspended for cause, the member must be advised of the reason for suspension and given an opportunity to defend him or herself prior to the suspension.  If after thorough investigation it is proven that a GLLA member has broken any applicable Federal, state or municipal regulations, his or her membership and its benefits can be suspended for up to two years.

Section D

REINSTATEMENT: Any former member who has resigned or has been suspended or expelled for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears.  If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the current year's dues.  Any other former member may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may see fit.

ARTICLE 4

Section A

DUES

AMOUNT AND DUE DATE - Dues and the initiation fee, if any, for all classes of membership shall be established by the Board of Directors.  All dues shall be paid within thirty (30) days of the anniversary date of becoming a member.  (See Appendix A)

Section B

DELINQUENT PAYMENT – All members will be billed 30 days prior to their anniversary month.  Any GLLA member delinquent at the end of thirty days after expired due month, shall be notified of such delinquency and advised that the member will be suspended. The member will be automatically suspended pursuant to Article 3,

Section C.

SUSPENSION - During a period of suspension, a member shall not be entitled to any services of the GLLA.  Upon application to the Board of Directors, at its sole discretion, may postpone the due dates or dues of any member.  Any member delinquent has no voting rights.

REFUND OF DUES - No dues shall be refunded for any reason unless original membership is denied into the GLLA. Once accepted there is no refunds of dues

ARTICLE 5

Section A

MEETINGS AND ELECTIONS

MEETINGS AND MEMBERSHIP; QUORUM - An annual meeting of the GLLA shall be held in each calendar year on such date and such time and place as shall be determined by the Board of Directors.  The Board of Directors may call special meetings of the GLLA on such dates and at such times and places as determined by the Board of Directors.  Ten percent (10%) of the voting members of the GLLA must be present in person or by proxy, shall constitute a quorum.  A quorum is required for the transaction of business at any regular or special meeting.  A majority vote of those present in person or by proxy at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.

Section B

NOTICE OF MEMBERSHIP MEETINGS - Notice of the date, time, place and purpose of any meeting of the members of the GLLA shall be given in writing, placed in the United States mail, postage paid, addressed to each member of the GLLA at the address on file with the Secretary, or by e-mail on file with the secretary of the GLLA not less than thirty (30) days prior to the date fixed for such meeting

Section C

ACTION BY MEMBERS WITHOUT A MEETING - Whenever members are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote there on.  Returned, tallied and published results will go to the Board.

Section D

VOTING BY ACTIVE MEMBERS; REGISTRATON - At any such meeting, each Active Member of the GLLA whose dues are fully paid for the current fiscal year, and not delinquent, and who is properly registered, shall be entitled to one vote, either in person or by proxy.  Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors, and all proxies to be voted must be filed with the GLLA office (or current President) prior to the commencement of the meeting in such form as the Board of Directors shall determine.  A signature card for verification must be on file at the Executive Director's office (or current President) and available at all meetings.  Balloting for the election of Directors shall be done by regular postal mail, by e-mail, or by official ballot at the annual meeting.

Section E

ORDER OF BUSINESS - The order of business at all meetings of members shall be as follows:

1.    Roll Call
2.    Reading of minutes of the preceding meeting
3.    Treasurer's Report
4.   Report of officers
5.  Old and unfinished business
6.  Good and Welfare
7.  Committee Reports
8.    New Members - reading and voting
9.    New Business
10.    Election of Officers and Directors (Annual Meeting)
11.    Adjournment

Section F

NOMINATION OF DIRECTORS - Thirty (30) days prior to the annual meeting,
Along with a notice of the annual meeting, the GLLA office shall mail a copy of the report of the Nominating Committee to all members, either by regular post mail or the current e-mail on file with the GLLA (the member is responsible to notify the Secretary and the President of how they would like to be notified).  The election shall be done by mailed ballot, or e-mailed ballot, or by ballot at the annual meeting.  The notice will include the Ballot on a colored card with specific instructions, a "Ballot Only" envelope if by regular mail, the resumes of the chosen slate of nominees and a "GLLA Elections" return envelope.

Section G

ELECTION OF THE BOARD OF DIRECTORS - The Board of Directors will consist of six (6) Regular Active Members whose term will be two years, and one vendor member.  Beginning with the annual meeting in 1999 the Directors will be elected as follows:
3 in 2008      Vice President             Secretary        Membership Director 2 Year Term
3 in 2009      Treasurer                     Sergeant of Arms              President 2 year term
3 in 2010      Vice President             Secretary        Membership Director 2 year term
3 in 2011      Treasurer                     Sergeant of Arms              President  2 year term
3 in 2012      Vice President             Secretary         Membership Director 2 year term
3 in 2013      Treasurer                     Sergeant of Arms              President 2 year term
Each Year thereafter

Section H

ELIGIBILITY OF PREVIOUS DIRECTORS
This section will allow eligibility for a previous board member (within the preceding two (2) years) to a current board position. This rotation will develop a three-year rotation.  In the event that any person shall become unable or unwilling to serve in the office to which he / she has been nominated, and if such event shall occur prior to the next annual meeting, the next order of business shall be the meeting of the Nominating Committee to nominate a replacement.  

To be eligible for nomination / election to an office, all prospective Directors must:
➢    Must be an active regular member for at least one year prior to nomination and understand and accept the commitment involved as an officer, particularly that of president.  
➢    Directors are limited to two consecutive terms in any one office.  Directors may apply for nomination to the same office after a one (1) year absence from the Board of Directors.  
➢    Only individuals recognized as owner, officer or authorized agent of a regular active member company are eligible for nomination / election to an office.
➢    If Authorized Agent is elected and subsequently has their authority revoked by the owner / officer of the member company, the Agent will immediately be removed from office upon written notification of the revocation to the GLLA Board of Directors by the owner / officer.  No other individual from the member company will be allowed to complete the term of the removed officer (see Vacancies).
➢    Seats on the Board of Directors shall be limited to no more than one (1) representative from any known and recognized regular active member company.

Section I

ELECTION OF OFFICERS - Beginning in 1999, the election of officers will take place at the Annual Meeting.  The positions to be filled will be for one term - or until the next annual meeting - or until elected: President, Vice-President, Sergeant of Arms, Treasurer, Secretary, Director and appointed Allied Trade Chairman.  If nominating committee cannot fill the position the President may appoint a replacement to fill the remaining term of office. (Roberts Rules of Order)

ARTICLE 6

Section A

BOARD OF DIRECTORS

AUTHORITY AND RESPONSIBILITY - The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of its funds.  It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such as it may consider necessary.

Section B

Composition - Beginning with the 1999 election of officers, the Board of Directors shall consist of five (7) members (Article 5, Section G).  The Executive Director and the General Counsel of the GLLA will serve as ex-officio members of the Board of Directors.

Section C

FAILURE TO ATTEND MEETINGS - Any elected director who fails to attend two (2) regular meetings during his/her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.

Section D

MEETINGS - One regular meeting of the Board of Directors shall be held immediately before, after or during the annual meeting of members of the GLLA, and three - (3) shall be held during each year at a time and place fixed by the Board of Directors.  The Executive Director  (or president) must notify the Board of Directors of the meeting date at least thirty (30) days prior to the meeting.  Agenda items must be placed with the Executive Director (or president) no later than fifteen (15) days prior to the date of a meeting and said agenda should be mailed by regular mail or e-mailed to Board members fifteen (15) days prior to any meeting.  The President or any three- (3) directors may call special meetings of the Board of Directors at any time.  Legal counsel may be present at all meetings of the Board if so ordered.  Ten (10) days written notice by regular mail or e-mail, of the time and place of the holding of any regular or special meeting of the Board of Directors shall be given to each director.  Any meeting of the Board of Directors may be adjourned to the same or another place or time without further notice to all directors.  All meetings of the Board of Directors and regular membership meetings of the GLLA, shall be conducted in accordance with ROBERT’S RULES OF ORDER, Revised, when not in conflict with these Bylaws.  At all meetings of the Board, the President or in his absence, the First Vice-President and if none are present a chairman will be chosen by the Board and shall preside.

Section E

QUORUM - A majority of Directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article 5, Section F. Except as otherwise provided in these Bylaws or by State or Federal law, a majority of a quorum of directors present shall have the power to act.

Section F

VACANCIES - Vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then provided in the Articles of Incorporation.  Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the directors.  A director elected to fill a vacancy caused by resignation; death or removal shall be elected to hold office for the un-expired term of his/her predecessor, regardless of the time left.
Section G

REMOVAL OF DIRECTORS - Any or all of the directors may be removed for cause by a vote of the members or by action of the Board.  Directors may be removed without cause only by vote of at least two-thirds (2/3) of all the voting members of the GLLA.

Section H

RESIGNATION - A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the GLLA.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective.  If a Director resigns prematurely from the Board without a valid excuse he cannot return to the Board during the current term (Valid excuses: Business problems or health reasons)

Section I

COMMITTEES - (Standing)

a.  Executive Committee: The Committee shall con¬sist of five seven (7) members of the Board.  Not more than one (1) from a recognized company.  The Committee should do investigations, make rec¬ommendations and bring information to the Board for a vote within ten (10) days.  Meetings may be called by the President or by any two- (2) mem¬bers of the Committee.  A majority of the Executive Committee shall constitute a quorum.  General Counsel and the Executive Director may be present at meetings at the direction of the President and/or Chairperson.

B. Nominating Committee: The Nominating Committee shall be appointed by the President and shall consist of two (2) members, one (1) of whom shall be a member of the Board of Directors.  The other member shall be appointed from the general membership.  The President shall appoint a Chairman.  The Nominating Committee shall meet not less than ninety (90) days prior to the annual meeting of the members, and shall recommend by a written majority vote, nominees for membership on the Board of Directors to be filled by election by balloting of the general membership and shall submit its report to the President not less than thirty (30) days prior to such meeting.  The President of the GLLA shall not be a member of this committee.

C. Membership Committee: The membership committee shall be appointed or removed by the President.  The President shall appoint or remove a three-member committee to keep constant watch on the Bylaws, accept written amendments and to research, recommended procedures as to amendments and meeting procedure in accordance to ROBERT'S RULES OF ORDER, revised. This committee will research and recommend new members for approval to the regular membership.

D.  Finance: The President shall appoint or remove a three-member committee, chaired by the Treasurer, to watch over and develop a budget for each coming year to be approved at the annual meeting for the next year.

Section J

Action by Directors Without a Meeting - Whenever directors are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon and returned to, tallied and published by the Secretary.

ARTICLE 7

Section A

OFFICERS

President - The President shall be the principal executive officer of the GLLA.  The President shall preside at all meetings of the GLLA and the Board of Directors.  The President shall also serve as a member, ex-officio, of all committees except the Nominating Committee.  The President shall appoint or remove all members of each committee, appointees, and its chairman.  Finally, the President shall be responsible for the general management of the affairs of the GLLA and shall see that all orders and resolutions of the Board are carried into effect.

Section B

First Vice-President - The First Vice-President shall perform such duties as may be delegated by the President with the approval of the Board of Directors.  The First Vice-President shall perform the duties of the President in the event of the President's inability to serve.

Section C

Treasurer - The Treasurer shall be the financial officer of the GLLA.  The treasurer shall serve on any budget or finance committee, which may be instituted by the President or the Board of Directors, and shall report to the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the GLLA.

Section D

Secretary - The Secretary shall attend all meetings of the members and the Board of Directors and shall keep the minutes thereof.  The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors is authorized to use it.  The minutes shall be combined and mailed by regular mail, or e-mailed out to all members not less than 10 days following any meeting of the Association.

Section E

Membership - The director shall attend all meetings of the members and the Board of Directors and shall keep the Association growing by developing a membership plan.  The director will assist the president as needed to grow the association in a planned manner in the best interest of the ground transportation industry and the GLLA.

Section F

Sergeant of Arms - The sergeant of arms shall attend all meetings of the members and the Board of Directors.   The sergeant of arms shall keep the Association meetings comfortable and help the president in arranging the meeting room, help with the equipment needed to operate the meeting and assist the President and the board as needed.

ARTICLE 8 Section A

CHAIRMEN AND EXECUTIVE DIRECTOR

Allied Trade Chairman - One Allied Chairman shall be chosen by the GLLA Board of Directors upon recommendation received from the Allied Trade members.  The Allied Trade Chairman shall represent the members of his/her category, with a voting position on the Board of Directors but shall not hold office.

Section B

Executive Director - The Executive Director must be approved by the Board of Directors and will be a paid position, the Board determining an appropriate salary.  The Executive Director reports to the President, but is accountable to the Board of Directors.  The Executive Director shall supervise the handling of all funds of the GLLA, and its accounting systems, and shall provide for a financial report prior to every Board of Directors meeting and shall provide for an annual audit.  The Executive Director shall sign and execute all contracts in the name of the GLLA, when countersigned by the President, in addition the Executive Director will maintain the membership directory as directed by the Board of Directors.  The Executive Director also will carry out any function mandated by the Board of Directors and so approved.  The Executive Director may manage, operate and direct a "Petty Cash" account with only the Executive Director's signature required - limit $500.00.

ARTICLE 9

Section A

FINANCE
Bank Accounts – The funds of the GLLA shall be deposited from time to time by the Board of Directors.  The Board of Directors shall provide an account at any bank chosen by the board for the payment of expenses of the office of the GLLA and may provide for such considerations as two signatures for withdrawals and balances as the board of Directors may deem appropriate with one being the Treasurer.

Section B

Fiscal Year - The fiscal year of the GLLA shall be prescribed by the Board of Directors. As  being July 1 to June 30

Section C

Budget - The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the GLLA.

Section D

Financial Reports - The Treasurer shall furnish to the Board of Directors, at the annual yearly meeting of the Board of Directors, a financial report of the GLLA for the preceding calendar year, and at each meeting a financial update of the financial condition of the GLLA.

Section E

Audit of Accounts - The accounts of the GLLA shall be audited not less than annually by a certified public accountant who shall be appointed by the Board of Directors and who shall provide a report to the Board of Directors and be supervised by the president or Executive Director.

ARTICLE 10

LIMITS ON LIABILITIES

Nothing contained herein shall constitute members of the GLLA as partners for any purpose.  No member, agent, or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent, or employee of the GLLA.  Nor shall any member, officer, agent employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.

ARTICLE 11

SEAL

The seal of the GLLA shall bear the name of the GLLA, the year of its creation, and the words "Corporate Seal.”

ARTICLE 12

CONSTRUCTION

If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.

ARTICLE 13

DISSOLUTION

The GLLA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the GLLA, no part of said funds shall insure or be distributed to members of the GLLA.  On such dissolution, the funds of the GLLA may be paid over to a successor created by the reorganization of the GLLA, or if there is no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.

ARTICLE 14

AMENDMENTS

The Bylaws of the GLLA may be amended at any annual meeting, or at any special meeting regularly called for that purpose, or by a Board of Directors meeting, by a simple majority of all voting members of the Board of Directors, or the GLLA complete membership if at the annual meeting or special meeting, who are present in person or by proxy.

APPENDIX A
November 17,1999 Revised


APPENDIX A

Article 3; Section A, Par Id;
Regular Active Members

The Board has set the following annual dues structure for Regular Active members:
1 – 9   vehicles             $200    Revised October 17, 2007 $250.00
10 - 19 vehicles            $200    Revised October 17, 2007 $250.00    
20 or more vehicles      $200    Revised October 17, 2007 $250.00
That the number of vehicles on which the dues assessment is made is based on the total number of vehicles owned or operated by the individual or entity; that the effective date of the increase in membership dues be upon renewal or new membership after January 1, 2000.

Article 3; Section A, Par 2d;
Association Members

The Associate dues rate is $250 annually.

Article 3; Section A, Par 3d;
Allied Members and Coach Builders

Annual dues of $300.00 for Allied Vendors and Dealers; and
Dues of $500 annually for Manufacturers, Coach-builders and Livery Networks

Article 3; Section A, Par 4d;
Chauffeurs

Annual dues for chauffeurs and individual drivers will be $100.00.



 
Authorized Agent Form


Date:        _____________________________


Regular Active Member Company Name:    ________________________________


Owner / Officer Name:    _______________________________________________


Authorized Agent Name:    _______________________________________________


Please let this notification serve as my authorization for the above named authorized agent to represent my organization in any and all functions of the Great Lakes Limousine Association.  I understand that this notice will remain in effect, in perpetuity, unless and until I notify the Great Lakes Limousine Association, in writing, that I have revoked this authority.


__________________________________
      Authorized Signature

__________________________________
                 Its

__________________________________
        Company Name

__________________________________
               Date


__________________________________
     Authorized Agent Signature

__________________________________
               Date