DALLAS FT. WORTH LIMOUSINE ASSOCIATION
BYLAWS
Article I
Name�
and� Principal Office
Section 1.������� Name.������������ The
name of this association shall be the Dallas/Ft. Worth� Limousine Association� (�D/FWLA�), a non-profit association
registered in Dallas County.
Section 2.������� Office.������������ The
principal office of the D/FWLA shall be located in the metropolitan area of Dallas or Ft. Worth, Texas.
Article II
Purpose
SECTION 1.
Purpose
����������� The purpose of the D/FWLA shall be
to provide an exchange of information and views by members through quarterly meetings; to make available group
insurance, discounts on repairs and services to benefit each limousine company;
to provide representation to govern rules and/or regulations that would affect
the limousine industry in the State of Texas, the cities of Dallas and Ft.
Worth, and the Dallas Ft. Worth International Airport; and to provide
educational training seminars for members and/or chauffeurs.
SECTION 2. Goals
a. Promote and advance
the interests of the private livery industry:
(1) Serve as spokesman
for matters and issues of interest to its members.
(2) Promote economy,
efficiency, and professionalism in owning and operating vehicles and related
services.
(3) Disseminate
information of interest to the private livery industry.
(4) Promote use of
products, merchandise, education, and systems, which will further advance the
interests of its members.
b. Establish, and
maintain a professional code of ethics for D/FWLA members and advocate fair
practice.
c. Share resources and
buying power in the marketplace for the common benefit of association members.
SECTION 3. Ethics
Membership in the D/FWLA implies that each
member abides by the following Code of Ethics:
a. To conduct all
business with integrity, sincerity, and accuracy in an open and forthright
manner;
b. To operate lawfully
within the jurisdiction of all lawful states, municipalities, and authorities
and carry all required state and federal certificates and insurance
requirements on all vehicles. When required by law the current owner and or
agent of record and or persons affiliated with their firm, are to preserve the
interests and protect the interests of the public and or the members they
perform services for;
c. To provide factual
and accurate information regarding their products and services or the products
and services of a firm they represent, and to avoid misleading or deceptive
practices which could be damaging to the consumer or the private livery
industry;
d. To consider every
transaction with clients and or association members as confidential, not
disclosing any information regarding these transactions without the client's
and or association member�s permission unless law requires such disclosure;
e. To respond promptly
to customer complaints;
f. To cooperate fully
with any inquiry regarding disputes involving customers and/or member
companies.
g. Does not solicit
another association member�s client while performing services for an
association member.
Article III
Section 1.������� Classes.��������� There
shall be the following types of membership in the D/FWLA:
a.
Active/Regular Members
b.
Associate/Affiliate Members
Section 2.������� Active/Regular Members.������ The designation �Active Member� shall
apply to owners or operators who meet the following qualification:
a.
Owner
or operator of a limousine service operating in Dallas, Collin or Tarrant
counties, and/or the Dallas Ft. Worth International Airport in which limousines
are offered for hire.� Only one person
per company is considered an �Active Member� with voting privileges.
b.
Have
a valid city permit with the city of Dallas or the city of Ft. Worth, or Dallas Ft. Worth International Airport.
c.
Are
approved by a majority vote of the Board of Directors after 30 days from date
of the application.
d.
Have
paid annual dues.
All Active
Members shall be entitled to vote at meetings of the Association and shall be
eligible to serve as Directors and Officers.
Section 3.������� Associate/Affiliate Members.� The designation �Associate Member� shall apply to individuals and
entities which meet the following qualifications:
a.
Own
or operate a trade or business in Dallas, Collin, or Tarrant counties which
provides products or services related to the limousine industry.
b.
Are
accepted for membership by vote of the Board of Directors.
c.�������� Pay annual
dues.
All
Associate Members shall be entitled to attend all open meetings of the D/FWLA
but shall not have the right to vote or hold elective office in the
association. (except for
affiliate representative elected to the Board of Directors)
Section 4.������� Expulsion and Suspension.��� Active or Associate members may be expelled or suspended for
cause by majority vote of those present at any meeting of the Board of
Directors.� The Board of Directors shall
be the judge of sufficiency of such cause, and shall afford the member an
opportunity to defend himself.
Article IV
Dues
Section 1.������� Amount and
Due Date.���������� Dues shall be set
by the Board of Directors.� All dues
shall be payable on January 1st of each year.
Section 2.������� Delinquent Payment.������������� Any
member of the D/FWLA who shall be delinquent in the payment of dues after 30
days shall be notified in writing of delinquency and suspended from the
Association if not paid in ten (10) days.
Section 3.������� Refund.���������� No
refund on dues shall be made to any member whose membership is terminated for
any reason.
Article V
Meetings and Elections
Section1.�������� Meetings of Membership.������� A quarterly meeting of the D/FWLA will be held.� Date, time and place shall be determined by
the Board of Directors.� All members will
be notified in writing via e-mail.
Section 2.������� Monthly Board of Directors Meetings. The Association Board of Directors will hold
monthly meetings.� These meetings will be
closed meetings and will be attended only by the Association Board of
Directors, and persons the Board at its discretion request to attend.� The time, place, and date of the monthly
Board meetings will be set by the Board of Directors.
Section 3.������� Voting by Active Members.���� Each Active member of the D/FWLA whose dues are fully paid for
the current fiscal year shall be entitled to one vote per company.
Section 4.������� Order of Business.���� The
order of business at all meetings of members shall be as follows:
a.
Roll
call
b.
Reading
of the minutes of the proceeding meeting
c.
Treasurer�s
report
d.
Report
of officers
e.
Old
and unfinished business
f.
New
members � reading and voting
g.
New
business
h.
Election
of officers and directors
i.
Good
and welfare
j.
Adjournment
Section 5.������� Nomination of Directors and Officers.����������� Before the meeting in January of
each year, the Secretary shall notify all members of Election of Officers for
the next year of office.� Nominations for
any office shall be made in writing 10 days prior to our January meeting by at
least three (3) Active Members.
Section 6.������� Election of Officers.��� At
the meeting in January of each year, there shall be an election, by a majority
vote of the voting members, of the following officers:
a.
President
b.
Vice-President
c.
Treasurer
d.
Secretary
e.
3-member
Advisory Committee
Article VI
Board of Directors
Section1.�������� Composition.�������������� The
Board of Directors shall consist of the following:
a.
President
b.
Vice-President
c.
Treasurer
d.
Secretary
e.
3-member
Advisory Committee
The Board
of Directors and the 3-member Advisory Committee�s terms are for one year.� Re-election to the same office must be by a
majority vote of the voting members.
Section 2.������� Failure to Attend Meetings.���� Any elected officer who fails to attend two (2) successive
quarterly meetings of the Association, or three (3)
successive monthly Board of Directors Meetings may be removed from such office
by a majority vote of the Board of Directors.
Section
3.������� Resignation.��� An elected officer may resign at
any time by giving a two-week notice in writing.� An election will be held at the next monthly
meeting to fill the vacancy.� Vacancies
occurring in the Board of Directors for any reason except the removal of
Director without cause may be filled by vote of a majority of the Directors in
office.
Article VII
Officers
Section 1.������� President.������� The
President shall be the principal executive officer of the D/FWLA.� He shall preside at all meetings of the D/FWLA
and the Board of Directors.
Section 2.������� Vice President.����
The Vice President shall perform such duties and have such powers as may
be delegated by the President with the approval of the Board of Directors.� During the absence or disability of the President,
he shall have all powers and functions of the President.
Section 3.������� Treasurer.����
The Treasurer shall be the financial officer of the D/FWLA.� He shall supervise the handling of all funds
and report financial status at monthly meetings.
Section 4.������� Secretary.����
The Secretary shall be responsible for keeping the minutes of the
meetings.� The Secretary will keep
records on all Active Members and Associate Members.
Article VIII
Amendments
����������� These By-laws of the D/FWLA may be
amended at any annual meeting, or at any special meeting called for that
purpose, by majority vote of Active Members present.
Article IX
Finances
Section 1.������� Bank Accounts.
The funds of the Association are deposited in
interest-bearing accounts in the name of the Association in financial
institutions selected by the Board of Directors. The Board of Directors may
provide for the payment of expenses of the offices of the Association and may
authorize signatures for withdrawals and balances, as the Board of Directors
may deem appropriate.
Section 2.������� Fiscal Year.
The fiscal year of the Association begins
January 1 and ends December 31 each year.
Section 3.������� Financial Report.
The Treasurer furnishes to the Board of
Directors a monthly financial report at each regularly scheduled Board meeting,
a Quarterly Financial Report of the
Association and also furnishes a report at the regular meetings of the
membership and a Annual Statement at the Annual
Membership Meeting in January.
Section 4.������� Special Issues Fund.
The President with approval of two thirds of the
Board of Directors may initiate
additional financing for whatever purpose the Board of Directors sees fit.
Article X
Indemnification
The Board may provide for indemnification by the
Association of any and all of its Directors or Officers or former Directors of
Officers against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit, or proceeding, to which they
are a part by reason of having been Directors or Officers of the Association.� The Board will not provide this
indemnification when these Directors or Officers are judged in the matter to be
liable for negligence or misconduct in the performance of duty as determined by
the insurance carrier or when the matter is settled by agreement predicated on
the existence of such liability for negligence or misconduct.
Article XI
Dissolution
The Association may use its funds only to
accomplish the objectives and purposes specified in these bylaws, and no part
of said funds may inure, or be distributed, to the members of the
Association.� On dissolution of the
Association any funds remaining must be distributed to one or more regularly
organized and qualified charitable, educational, scientific, philanthropic
organization to be selected by the Board of Directors.
