Please note that the association's Board of Directors officially adopted the new operating name of Automotive Recyclers Association in 1993. These Bylaws, however, continue to reflect the organization's legal name of Automotive Dismantlers & Recyclers Association.
ARTICLE I
INTRODUCTION, NAME AND PURPOSE
1.1 Name. The Association, incorporated under the laws of the State of New York, is called the “Automotive Dismantlers and Recyclers Association, Inc.” or “ADRA” and may be doing business as “Automotive Recyclers Association, Inc.”.
1.2 Purpose. The purpose of the Association is to further the used motor vehicle parts recycling industry and its beneficial effects on society by supplementing and supporting individuals, firms, partnerships, corporations and affiliated associations and by providing services and programs of national and international scope.
ARTICLE II
MEMBERS
2.1 Conditions of Membership. In addition to the other conditions of membership prescribed in these Bylaws, as they may be amended from time to time, all members shall abide by the Association’s Code of Ethics, attached as Exhibit A hereto and incorporated by reference as an integral part hereof. The Board of Directors or Executive Committee may establish new member classifications or conditions.
2.2 Membership Classifications. The membership of the Association shall consist of five (5) classes of members, as defined and described in Exhibit B. No membership in any class of Association members, nor any aspects of Association membership shall be transferable, except as otherwise provided by applicable law or in these Bylaws.
2.3 Applications for Membership. All applications for membership shall be in writing on a prescribed membership form, accompanied by one (1) year’s dues in advance, and shall be filed with the Secretary of the Association. Applicants shall be admitted to membership
upon acceptance of their application by the Membership Committee in accordance with the provisions these Bylaws. False or incomplete applications shall not be accepted or approved. Any applications submitted by an individual, firm, partnership or corporation where that individual or, in case of a partnership, any general partner, or in case of a firm or corporation, any major shareholder, director or corporate officer has been convicted of an auto theft crime within the five (5) year period immediately preceding the date of application shall be denied. For purposes of these Bylaws, “major shareholder” shall mean a direct or indirect beneficial
owner of (10%) ten percent or more of the equity shares of a corporation. All applicants shall agree in writing at the time of application to abide by Section 2.1 of the Association’s Bylaws if admitted to membership. A decision by the Membership Committee to deny or accept an application may be reviewed by the Executive Committee of the Board of Directors upon written request by the applicant or at the discretion of the Executive Committee.
2.4 Dues, Other Fees. Membership dues and other fees including but not limited to membership meetings fees, and the time at which they shall be paid shall be established by resolution of the Board of Directors or committee of the Association, subject to the provisions of Section 2.3 of these Bylaws and in accordance with the procedures set forth in Exhibit C as may be amended from time to time by the Board of Directors or Executive Committee.
2.5 Expulsion, Suspension and Resignation. The procedures for expulsion, suspension and resignation of Members shall be as set forth in Exhibit C.
ARTICLE III
DIRECTORS
3.1 Powers. The Association shall be managed by the Board of Directors, which may exercise all powers of the Association, including delegating all such powers to committees, except as otherwise provided by law, the certificate of incorporation or these Bylaws, which shall include but shall not be limited to:
(a) fixing and determining the dues of the members and the manner of payment thereof subject to Section 2.4 of these Bylaws;
(b) approving the operating budget of the Association;
(c) appointing a liaison to the ADRA Educational Foundation Inc. and the ADRA Scholarship Foundation;
(d) in its discretion, confirming, engaging, and contracting with an individual or firm for legal and management support assistance.
3.2 Qualifications. Only representatives of Direct Members or Central Office Members as described in Exhibit B and who are at least eighteen (18) years of age and in good standing, in accordance with Sections 2.2, 2.4 and 2.5 of these Bylaws, shall be eligible for membership on the Board of Directors
3.3 Number and Election and Term. The Board of Directors shall have not less than five (5) or more than seventy-five (75) members and shall consist of:
(a) Officer Directors - up to five (5) Officers of the Association, elected as provided in Article V of these Bylaws shall serve a one (1) year term and may serve five (5) terms as an Officer Director;
(b) Regional Directors - up to nineteen (19) Regional Directors, as provided in Article VI of these Bylaws and Regional Directors shall serve a two (2) year term and may serve up to 2 consecutive terms as a Regional Director;
(c) Immediate Past President - the Immediate Past President shall serve a one (1) year term only as the Immediate Past President Director;
(d) At Large Directors - up to four (4) Direct or Central Office Members nominated and elected as set forth below and shall serve a two (2) year term and be able to serve two consecutive terms as an At Large Director: The members of the association may submit nominations to the Secretary of the Association for an At Large director. Such nominations must be received by the Association no later than sixty (60) days prior to the annual meeting. In the event that there are more than twenty (20) nominations for At Large directors, the twenty (20) nominees receiving the most nominations shall be listed on a ballot to be distributed to the members entitled to vote. The ballot shall be distributed forty five (45) days prior to the annual meeting. Members must return their votes to the Association no later than thirty (30) days prior to the annual meeting. Each voting member shall be entitled to vote for ten (10) At Large Directors and the ten (10) nominees receiving the most votes shall be presented at the next annual meeting. The Association Officers or staff will calculate the votes and present the results at the annual meeting. The Board of Directors may alter this nominating process by a resolution or delegate such to the Executive Committee or Nominating Committee; and
(e) Past Presidents - up to ten (10) of the most recent Past Presidents, other than the Immediate Past President, who are Direct Members in the Association in good standing, subject to Section 3.12 of these Bylaws and who have responded to an inquiry by the Nominations Committee in the timeframe indicated in such inquiry and notified the Secretary of the Association that they desire to serve as a Board member. For purposes of these Bylaws, “Past President” shall mean any former President of the Association who was not removed from office or from the Board of Directors or any committee for any reason prior to the expiration of his term either by the members or by the Board of Directors. In addition, in the event a Past President resigns, is removed, or is n
