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 no longer eligible to be a Board member, such position shall remain vacant until the next annual meeting of the Board of Directors.
3.4 Vacancies. Subject to the provisions of Article VI of these Bylaws governing Regional Directors and the provision set forth in Section 3.3(e) above, in the event of death, resignation, removal or retirement of a director or directors, or if for any other reason there is a vacancy among directors, the Board of Directors, based upon the recommendation of the Executive Committee made in consultation with the Nominating and Membership Committees, shall fill the vacancy or vacancies so created, by vote of a majority of the directors then in office, regardless of their number. A director or directors so elected shall hold office until the next Annual Meeting of the members at which the election of such directors is in the regular order of business and until his or their successor or successors have been elected and qualify.
3.5 Annual Meeting. An annual meeting of the Board of Directors shall be held and notice given pursuant to Section 3.7 of these Bylaws for the purpose of transaction of business.
3.6 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such time and place as the Board or the President of the Association shall determine. Special meetings may be called by the President or by a majority vote of the Executive
Committee and may be held at such time and place as the President or the Executive Committee may determine.
3.7 Notice. Notice of any regular (including annual) or special meeting of the Board of Directors shall be given at least ten (10) days prior thereto. Such notice shall state the time, date and place of the meeting and shall indicate that it is being issued by or at the direction of the Board of Directors, the Executive Committee or the President of the Association. Such notice shall be deemed have been given at such time as it is deposited in the United States mail in a sealed envelope addressed to each Director at his last recorded address, as shown by the records of the Association, with postage thereon prepaid. In addition, if permitted under applicable law, such notice may be provided by facsimile or email and shall be deemed to be sent when such is received. Such notice shall be provided in the same manner to any member who has provided notice pursuant to 2.5 of these Bylaws, of intent to appeal a vote to expel or suspend such member. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
3.8 Intentionally Deleted.
3.9 Quorum. At all meetings of the Board of Directors, the quorum necessary for the transaction of business shall consist of, in the case of a Board of fifteen (15) members or less, at least one-third (1/3) of the entire number of Board members and, in the case of a Board of more than fifteen (15) members, at least ten (10) members, plus one (1) additional member for every ten (10) members of the Board (or fraction thereof) in excess of fifteen (15) members. [Example: For a 45 member Board, a quorum would consist of 10 members plus 3 (1 for each additional group of 10 members in excess of 15), or 13 total members.]
3.10 Manner of Acting. Except as otherwise expressly required by law or by these Bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Any one (1) or more members of the Board
may participate in a meeting of such Board by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Except as otherwise provided in Section 3.11 of these Bylaws, any reference in these Bylaws to action to be taken by the Board of Directors shall mean such action at a meeting of the Board.
3.11 Action by the Board Without a Meeting. Any action required or permitted to be taken by the Board or any special or standing committee thereof may be taken without a meeting of all members of the Board or special or standing committee providing the majority of the members of the Board or special or standing committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.
3.12 Removal and Suspension of Directors. Except as otherwise provided by law or in these Bylaws, any or all of the directors, may be removed or suspended at any time from office by the directors for cause, including for conduct which may be detrimental to the best interests of the Association, upon an affirmative vote by the directors provided there is a quorum of not less than a majority of the Board of Directors at the regular or special meeting at which such action is taken. Any or all of the directors may be removed for or without cause by the members, upon affirmative vote of a majority of the votes cast at the annual or special meeting of the members by the members entitled to vote in the election of such director or directors. Removal or suspension of Regional Directors shall be effected in accordance with Section 6.6 of these Bylaws. Notice in writing of the removal or suspension action shall be provided to the subject director at least ten (10) days prior to such action and the director shall be given the opportunity to be heard with respect to the grounds for the removal or suspension action. Notwithstanding anything contained herein to the contrary, removal of a Past President or Regional Director from the Board of Directors who has failed to attend three (3) or more consecutive annual, regular, or special meetings of the Board shall be automatic, subject to the provisions of Section 5.6 of these Bylaws, provided, however, that any Past President or Regional Director so removed may petition the Board of Directors for reinstatement, in the Board’s discretion, upon good cause shown and shall be given the opportunity to be heard on such petition.
3.13 Term. Except as otherwise provided in these Bylaws, the terms of members of the Board who are officers shall commence with the Annual Meeting of the members at which such individuals are elected. Officers shall serve as directors during their term in office or for one (1) year or until a successor is appointed and qualified. Regional Directors may serve for two (2) terms, pursuant to Section 6.4 of these Bylaws. The Past Presidents Directors may serve until they resign, until they are no longer eligible or until they have failed to attend three (3) consecutive Board Meetings.
ARTICLE IV
Executive, Standing, Special and Other Committees
4.1 Board Committees Generally.
(a) The Executive, Standing and Special Committees shall be committees of the Board, which shall serve at the pleasure of the Board and have all of the powers permissibly delegated by the Board. The President or Executive Committee may designate one (1) or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee. No such committee shall have authority as to the following matters:
(1) Taking any action which by law or these Bylaws requires member approval;
(2) the filling of vacancies in the Board;
(3) the fixing of compensation of the directors for serving on the Board or on any committee;
(4) the amendment or repeal of the Bylaws or the adoption of new Bylaws;
(5) the amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable.
4.2 Executive Committee.
a) Organization. The Executive committee shall consist of three (3) or more directors and may consist of the current President, First Vice President, Second Vice President/Treasurer, Third Vice President, Secretary and the Immediate Past President, who shall be members of the Board according to these Bylaws. In accordance with Section 4.3 of these Bylaws, the term of members of the Executive Committee shall commence upon the election of officers at the Annual Meeting of members. For purposes of these Bylaws, “Immediate Past President” shall mean the Past President in office during the term most immediately preceding the current President. The current President shall act as chairperson of the Committee. A majority of the members shall constitute a quorum for the transaction of business. Meetings may be called by the chairperson of said Committee or by a majority of the members. Every member of the Executive Committee shall be required to certify compliance with the Association’s confidentiality and conflict of interest policy as it may exist from time to time.
(b) Authority. The Executive Committee: (i) may appoint such employees as may be necessary to conduct the business of the corporation (ii) shall have all of the authority of the Board of Directors, (iii) may take all of the actions of the Board, except as otherwise prohibited by law or these Bylaws, and (iv) shall report to the Board of Directors in accordance with Section 4.2(c) of these Bylaws.
c) Duties. The duties of the Executive Committee shall include but shall not be limited to, causing the Second Vice President/Treasurer’s books and records to be audited at the close of each fiscal year by a certified public accountant selected by the Executive Committee, and shall report thereon to the Board of Directors; receiving, considering and acting upon grievances brought by voting members, subject to the provisions of Section 2.5 of these Bylaws; and keeping regular minutes of its proceedings and reporting the same to the Board at least ten (10) days prior to the regular meetings of the Board of Directors, or otherwise upon written request of the Board.
d) Executive Committee Guidelines. The Executive Committee may from time to time adopt resolutions governing the workings of such committee.
4.3 Other Standing Committees. The other standing committees shall be the Budget Committee and the Nominating Committee. Subject to the other provisions of these Bylaws, each such committee shall consist of at least three (3) directors, who shall serve on such committees until the next regular election of officers and directors. The duties of such standing committees shall be limited to the particular areas of activity described in these Bylaws, and to the preparation of special studies of particular matters referred to the respective standing committees by the Board of Directors or by the President and to the reporting of their findings and recommendations to the Board of Directors. In addition, each committee may initiate its own areas of activity, subject to prior approval by the President or the Board of Directors. The Executive Committee may establish other Committees from time to time provided the establishment of such committee is approved at the next Board meeting after action. The duties and responsibilities of committees shall be set forth in Exhibit D and the duties of any new committees shall be set forth in resolutions of the Executive Committee and/or Board.
4.4 Other Association Committees.
(a) Generally. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be created by a resolution adopted by the members or by the Board or Executive Committee. Except as otherwise provided in these Bylaws, members of each such committee shall be members of the Association and the President of the Association shall appoint the chairperson and, upon recommendation by the chairperson, shall also appoint the members thereof, subject to the approval of the Board. The President shall be ex officio a member of each such committee. Such committee shall have only the lawful powers specifically delegated to them but no such Committee shall have powers which are not authorized for Standing Committees of the Association. Except as otherwise provided by law, provisions of these Bylaws which apply to officers generally shall apply to members of such committees. Any member thereof may be removed by the Board or Executive Committee whenever in their judgment the best interests of the Association shall be served by such removal.
(b) Term of Office. Each member of a committee established pursuant to this Section shall continue as such until the next Annual Meeting of the members of the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
(c) Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
(d) Quorum. Unless otherwise provided in these Bylaws or in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. No such committee shall act without a meeting unless it acts by unanimous written consent.
(e) Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
4.5 Ad Hoc Committees. The President or the Executive Committee may from time to time establish Ad Hoc Committees for such purposes and for such periods as deemed necessary.
4.6 Executive Vice President. The Executive Vice President of the Association, who shall not be an officer, director or member of the Association, shall serve as advisor to, and be authorized to attend meetings of, any and all committees, but shall not be entitled to vote at any such meeting.
ARTICLE V
Officers
5.1 Election of Officers.
(a) Officers shall be nominated at each Annual Meeting of the members or at a meeting of the Board of Directors and elected by a majority of the votes cast at such meeting by those entitled to vote, and pursuant to the procedures established in these Bylaws and in addition, such officers may be elected by the Board of Directors as otherwise allowed by applicable law. Any two (2) offices may be held by one (1) person except the offices of President and Secretary, subject to the prior written approval of the Board of Directors of the Association as provided in these Bylaws.
(b) Procedures for Nomination of Officers.
(1) The Nominating Committee shall present a list of nominees for officers of the Association to the members entitled to vote therefore at the Annual Meeting of membership or to the Board of Directors as allowed by applicable law. Unless otherwise determined by resolution of the Board of Directors, and provided such individuals remain eligible to hold elective office in the Association pursuant to the provisions of these Bylaws, such nominees shall include at least the following: for the position of President, the outgoing First Vice President; for the position of First Vice President, the outgoing Second Vice President/Treasurer; for the position of Second Vice President/Treasurer, the outgoing Third Vice President; for the position of Third Vice President, the outgoing Secretary; and for
the position of Secretary, a nominee from among the Direct Members selected by the Nominating Committee in consultation with the Membership Committee. (2) In addition to the nominee for office of Secretary of the Association presented by the Nominating Committee, a Direct Member may also be nominated for the office of Secretary by written petition signed by not less than twenty-five (25) Direct Members in good standing, and filed with the Nominating Committee in the office of the Association not less than sixty (60) days prior to the Annual Meeting of the members.
5.2 President. — The President shall be the chief elected officer of the Association and shall have general supervision over the affairs of the Association, subject, however, to the control of the Board of Directors. The President shall perform all the duties incident to the office of the chief elected officer of the Association and such other duties as are provided in these Bylaws and may be assigned by the Board of Directors or the Executive Committee. He shall be a member, ex officio, of all committees.
5.3 First Vice President. The First Vice President shall assist the President in his official capacity, and in the absence or disability of the President, or upon the request of the President, shall assume all the duties and responsibilities incumbent upon the President. The First Vice President shall be the Executive Committee liaison to the Regional Directors Committee established pursuant to Section 6.1 of these Bylaws. The First Vice President shall act as the Budget Committee Chairperson.
5.4 Second Vice President/Treasurer. The Second Vice President/Treasurer shall assume the duties of the First Vice President in the event of his absence or disability. The Second Vice President/Treasurer shall be responsible for the collection and receipt of all income and deposit same in a bank designated by the Executive Committee. The Second Vice President/Treasurer shall be responsible for the maintenance of the financial records of the Association. The Second Vice President/Treasurer shall submit a detailed written report of the financial condition of the Association to the Executive Committee and shall make a similar report and accounting at any time to the Board of Directors at the request of the President or the Board. The duties of the Second Vice President/ Treasurer may be delegated, when necessary, to the First Vice President by the President.
5.5 Third Vice President. The Third Vice President shall assume the duties of the Second Vice President/Treasurer in the event of his absence or disability. Except as otherwise provided in these Bylaws, the Third Vice President shall also act as the Executive Committee liaison to all Association committee chairpersons.
5.6 Secretary. The Secretary shall be responsible for maintaining all official documents belonging to the Association, and shall keep a record of all meetings of the Association and perform such services and duties as pertain to said office. The Secretary shall promptly notify each Past President or Regional Director, as the case may be, in writing if the Past President or Regional Director is absent from two (2) consecutive meetings of the Board of Directors, for purposes of alerting such Past President or Regional Director of his automatic removal from the Board if a third consecutive meeting is missed. The duties of Secretary may be delegated, when necessary, to the Third Vice President by the President.
5.7 Term. The term of office for each officer of the Association (including any officer who may occupy an additional office approved by the Board) shall be one (1) year, or until a successor has been nominated and elected. Officers shall not serve consecutive terms in the same position or positions.
5.8 Resignations. Any officer may resign at any time by notifying the President or the Secretary of the Association in writing. Such resignation shall take effect at the time therein specified, and the acceptance of such resignation shall be necessary to make it effective if the immediate consequence of such resignation would be to leave the interests of the Association without the proper care and protection.
5.9 Removal and Suspension of Officers. Except as otherwise provided by law, any officer may be removed from office with or without cause only by affirmative vote of the members. An officer’s authority to act as an officer may be suspended by the Board, but not the Executive Committee, for cause. Such suspension shall automatically operate to also suspend the officer’s authority as a member of the Board and the Executive Committee, and any other committee.
5.10 Vacancies. A vacancy in any elective office caused by death, resignation, removal, or other causes shall be filled for the balance of the term thereof by majority vote of the directors then in office, regardless of their number, upon recommendation by the Executive Committee made in consultation with the Nominating and Membership Committees.
ARTICLE VI
Regional Directors
6.1 Number and Qualifications. — There shall be no more than nineteen (19) geographic regions within the Association. The Board of Directors shall designate each region and set its boundaries. There shall be one (1) Regional Director for each region. The principal place of business of a Regional Director shall be located within the boundaries of the region which the Regional Director represents. As of the Annual Meeting at which their election of office is reported to the members by the Nominating Committee, all of the Regional Directors shall constitute the Regional Directors Committee, which shall be a committee of the Association pursuant to these By-Laws. At its first meeting, the Regional Director Committee shall elect a chairperson. Regional Directors shall also appoint a state/provincial/country chairperson(s) in each jurisdiction. The First Vice President shall act as Executive Committee liaison to the Regional Directors Committee.
6.2 Election of Regional Directors. Subject to the provisions these By-Laws relating to the Nominating Committee and the nomination process, Regional Directors shall be elected by ballot prior to the Annual Meeting of the members by the Direct Members (or their representatives, if applicable), and Central Office and Affiliated Member delegates whose principal places of business are located within the region which the Regional Director to be elected will represent. Nominees for the office of Regional Director shall be solicited by the Nominating Committee prior to the mailing of ballots. Ballots shall be mailed at least ninety (90) days prior to the Annual Meeting of the members and must be returned within thirty (30) days to be valid, provided that, for each region, one hundred (100) ballots or ten percent (10%) of the ballots mailed to members, whichever is less, are returned within the thirty (30)-day period. If necessary, the Nominating Committee may extend the voting period by an additional thirty (30) days after the end of the thirty (30)-day period. The nominee receiving the majority of the votes cast by the members with in the region shall be elected to the position of Regional Director for that region. The new Regional Directors will then be notified of the election results not less than fifteen (15) days prior to the Annual Meeting of the members by the Chairperson of the Nominating Committee.
6.3 Duties. Regional Directors shall act as the representatives of the Association within their respective regions and, as specifically authorized by the Executive Committee, shall serve as spokespersons for the Association within their region. Regional Directors shall also act as the representatives of the members of the Association within their respective regions as members of the Board of Directors of the Association.
6.4 Term. Each Regional Director shall serve a two (2)-year term as Regional Director and as member of the Board of Directors. Regional Directors of odd-numbered regions shall be elected in even-numbered years, and Regional Directors of even-numbered regions shall be elected in odd-numbered years. No Regional Director shall serve more than two (2) consecutive terms. A Regional Director who has served two (2) consecutive terms may serve another two (2) consecutive terms after a two (2)-year period between such terms has elapsed.
6.5 Vacancies. Vacancies which occur for any reason among Regional Directors shall be filled by action of the persons entitled to vote thereon in accordance with the procedures established in these Bylaws for election of Regional Directors. However, until such vacancy can be filled, the Executive Committee, in consultation with the Nominating Committee, shall immediately appoint an Advisory Regional Director who shall fulfill the duties of the Regional Director but shall not vote as a member of the Board, and, if a vacancy remains unfilled for six (6) months after it occurs, and by reason of the absence, illness, or other inability of one (1) or more of the remaining directors a quorum of the Board cannot be obtained, the remaining directors, or a majority of them, may appoint a director to fill such vacancy. Advisory Regional Directors must be, and vacancies must be filled by, members from the same region in which the vacancy occurs.
6.6 Removal and Suspension of Regional Directors. Except as otherwise provided by law, any Regional Director may be removed from office at any time for cause, including for conduct which may be detrimental to the best interests of the Association, upon an affirmative vote of not less than a majority of the members entitled to vote from the region which the Regional Director represents, and any Regional Director may be suspended for cause by the Board of Directors. Notice, in writing, of the removal or suspension action shall be given to the Regional Director at least ten (10) days prior to such action and the Regional Director shall be given the opportunity to be heard with respect to the grounds for such removal.
ARTICLE VII
Membership Meetings, Action
7.1 Notices of Meetings of Members. Notices of annual or special meetings of members shall be in writing (which may, if not prohibited by applicable law, include facsimile or email notification) and, except as otherwise provided by law or these Bylaws, shall be signed by the President, Secretary, Executive Vice President, or by a Director specifically authorized to do so by the Board of Directors. The notice shall be given to members of the Association not less than thirty (30) days prior to the meeting and such notice shall state the place, date and hour of the meeting and such notice may also be included in materials normally distributed to the members in writing. Notice of a special meeting of the members shall indicate that it is being issued by or at the direction of the President, the Board of Directors or the Executive committee and shall state the purpose or purposes for which it is called. A member may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the Secretary of the Association for inclusion in the minutes or filing with the corporate records. A member's attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within
the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. Attendance may be by telephone or other form of electronic communication if allowed by applicable law.
7.2 Annual Meeting. The Board of Directors shall fix the time and place of any annual meeting (or substitute annual meeting) of members for the election of officers and the transaction of other business.
7.3 Special Meetings. Special meetings of the members of the Association may be called by the President of the Association or by the Executive Committee.
7.4 Adjourned Meetings. The members may adjourn their meetings at any time. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting and the new record date shall be given to each member of record entitled to vote at such meeting.
7.5 Registration to Vote, Meetings Fees. All members attending meetings of the members shall register to vote with the Association staff prior to the meeting. Any voting member who has not been suspended or expelled shall have the right to register to vote at any meeting of members. If required, meetings fees, fixed and determined by the Board of Directors, shall be paid by attending members.
7.6 Quorum. — A quorum of the Association at any meeting of the members shall consist of one hundred (100) Association members entitled to vote and in good standing or ten percent (10%) of such Association members, whichever is less provided that all members shall be registered to vote in accordance with Section 7.5 of these Bylaws. In addition, as permitted by applicable law, the Board of Directors may change the quorum requirements by resolution.
7.7 Vote of Members. The representative of each Direct Member and Central Office Member, as well as each Affiliated Chapter President or other duly authorized delegate, in good standing in accordance with Section 2.4, registered and present shall be entitled to cast one (1) vote at meetings of members. Whenever any action, including the election of officers, is to be taken by vote of the members, it shall, except as otherwise expressly provided by law or by these Bylaws, be authorized by a majority of votes cast at a meeting of members at which a quorum is present. A member entitled to vote may vote in person or by proxy.
7.8 Action without a Meeting. Action required or permitted to be taken at a members' meeting may be taken without a meeting and without action by the Board of Directors if permitted under applicable law and the action is taken by a majority of the members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by a majority of the members entitled to vote on the action, and delivered to the Secretary of the Association for inclusion in the minutes or filing with the corporate records. Any action taken by written consent shall be effective when such consents are in the possession of the Association, unless the consent specifies a different effective date and states the date of execution by each member, in which event it shall be effective according to the terms of the consent. A member may withdraw his consent only by delivering a written notice of withdrawal to the Association prior to the time that all consents are in the possession of the Association.
ARTICLE VIII
Compensation and Indemnification of Directors and Officers
8.1 Compensation of Directors and Officers. Directors and officers as such shall not receive compensation for their services.
8.2 Indemnification. If a director or officer of the Association is made a party to any civil or criminal action or proceeding in any matter arising from the performance by such director or officer of his duties for or on behalf of the Association, then, to the full extent permitted by law, upon a determination that indemnification of such director or officer is permissible, the Association shall; (a) Advance to such director or officer all sums found by the Board, to be necessary and appropriate to enable the director or officer to conduct his defense, or appeal, in the action or proceeding; and (b) Indemnify such director or officer for all sums paid by him in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein, subject to the proper application of credit for any sums advanced to the director or officer pursuant to Section 8.2(a) of these Bylaws. Such determination as to the permissibility of the indemnification of the director or officer shall be made in the manner provided by New York law.
ARTICLE IX
Waiver of Notice
9.1 Waiver of Notice. Whenever any notice is required to be given by law or under the provisions of the certificate of incorporation of the Association or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
ARTICLE X
Books, Lists and Records
10.1 Books to be Kept. The Association shall keep, at its office, written form, correct and complete books and records of account and minutes of the proceedings of the members, the Board of Directors, and the Executive Committee. The Association shall also keep records and minutes of all other committee meetings. Such records and minutes shall be provided to the Association by the committee chairperson(s).
ARTICLE XI
Fiscal Year
11.1 Fiscal Year. The fiscal year of the Association shall be determined by resolution of the Board of Directors. In the absence of such a determination, the fiscal year of the Association shall be from September 1 to August 31 of each year.
ARTICLE XII
Corporate Seal
12.1 Corporate Seal. The Board of Directors may adopt a Corporate Seal, alter such seal at its pleasure and authorize it to be used by causing a facsimile to be affixed or impressed or reproduced in any other manner.
ARTICLE XIII
Amendments of Bylaws
13.1 Amendments by Board of Directors or Members. These Bylaws may be amended by affirmative two-thirds (2/3) vote, either by the members at the Annual Meeting, or by the Board of Directors at any meeting of the Board of Directors.
13.2 Notice. Notice in writing (which if allowed by applicable law may include facsimile or email) and a copy of any proposed amendments shall be mailed to each member of the Association or of the Board of Directors, as the case may be, not less than thirty (30) days prior to the date of the meeting for consideration of the proposed amendments.
13.3 Effective Date. Amendments shall take effect immediately upon adoption either by the members or by the Board.
EXHIBIT A
We agree, as a condition of membership in the Automotive Recyclers Association, to:
• Promote the conservation of energy and the total utilization of our resources, both natural and manufactured.
• Determine, within all practical limits, the quality and condition of each automotive part offered for direct recycling and to represent the same accurately.
• Accept the social responsibility for good community relations, improved environment, integration of minority personnel into the industry, and for assisting local charitable and civic organizations.
• Be compatible business neighbor, while maintaining the highest standards of business ethics and conduct.
• Maintain a clean, non-polluted, environmentally conscious business.
• Operate according to the ordinances, statutes and laws of the various jurisdictions; never knowingly conducting business utilizing any automotive components of questionable origin.
• Use every opportunity to promote and improve the public understanding of the role my industry, Association and the general concept of component and material reuse.
• Always treat the customer in a fair and professional manner, clearly identifying any and all warranties or conditions of sale.
EXHIBIT B
Membership Classifications
The following shall be the rules and regulations applicable to members and membership classifications as specified and may be updated from time to time by the Board, Executive Committee or as otherwise permitted under the Bylaws.
(a) Direct Members.
(1) Eligibility — Any individual, firm, partnership, or corporation engaged in the business of selling used motor vehicle parts, government surplus or dismantling and salvaging of used parts from motor vehicles, shall be eligible for Direct Membership in the Association, provided that, if other than an individual, the entity shall be a wholly privately-owned or wholly private investor-owned enterprise. As part of its application for membership, each Direct Member, which is not an individual, shall appoint and certify to the Secretary of the Association a person to be its representative to the Association, which representative shall vote and act for the Direct Member in the affairs of the Association.
(2) Rights — A Direct Member in good standing shall have one (1) vote and shall be entitled to be elected to office, to serve on the Board of Directors, and to sit on and/or chair committees pursuant to Article IV of these Bylaws.
(b) Central Office Members.
(1) Eligibility — Any business entity having a central office or control facility which is not principally engaged in the business of dismantling and/or salvaging recycled automotive parts, but which entity owns, franchises, or otherwise controls a group of separate business locations which are directly engaged in the business of dismantling and/or salvaging recycled automotive parts (“Central Office Group”) shall be eligible for Central Office Membership in the Association. As part of its application for membership, each Central Office Member shall appoint and certify to the Secretary of the Association a person to be its representative to the Association, which representative shall vote and act for the Central Office Member in the affairs of the Association. No Central Office Group shall be approved for membership or shall remain a member unless each of the separate business locations affiliated with such group which otherwise qualify for Direct Membership are Direct Members in good standing.
(2) Rights — A representative of a Central Office Member in good standing shall have one (1) vote and shall be entitled to be elected to office, to serve on the Board of Directors, and to sit on and/or chair committees pursuant to Article IV of these Bylaws. Whether or not a given Central Office Group is a Central Office Member in good standing, each of the separate business locations affiliated with such Central Office Group which otherwise qualify for Direct Membership may become Direct Members. Notwithstanding anything in these Bylaws to the contrary, the following will apply to representatives of Central Office Members and representatives of Direct Members that are affiliated with Central Office Groups: (i) not more than 30% of the Board of Directors or any standing or special committee shall consist of such representatives at any given time; and (ii) not more than one such representative from any single Central Office Member, and not more than a total of two of such representatives from all Central Office Members, shall serve on the Executive Committee at any given time.
(c) Associate Members.
(1) Eligibility — Any individual, firm, partnership or corporation engaged in the business of selling and/or manufacturing, as the case may be, new motor vehicle parts, equipment, supplies or services to the used motor vehicle parts industry shall be eligible for Associate Membership in the Association. As part of its application for membership, each Associate Member, which is not an individual, shall appoint and certify to the Secretary of the Association a person to be its representative to the Association.
(2) Rights — Subject to the provisions of Article IV of these Bylaws, representatives of Associate Members, appointed in accordance with Section 2.2(c)(1) of these Bylaws, shall be entitled to sit as committee members but not be allowed to serve as committee chairpersons, except as otherwise permitted in these Bylaws or as specifically permitted by the Executive Committee. Representatives of Associate Members shall not be permitted to vote or be elected to office in the Association or to serve on the Board of Directors of the Association.
(d) Affiliated Chapters.
(1) Eligibility — Any bona fide association of individuals, firms, partnerships, or corporations which are licensed by a state, province, municipality, or county and engaged in the business of selling used motor vehicle parts, government surplus, dismantling and salvaging of used parts from motor vehicles shall be eligible for membership in the Association as an Affiliated Chapter. For purposes of these Bylaws, a “bona fide association” shall mean an existing, validly organized, legal entity having at least ten (10) members, created independently of, and operating for lawful purposes other than, collective membership in the Association as an Affiliated Chapter.
(2) Rights — Each Affiliated Chapter shall be entitled to one (1) vote at meetings of the membership of the Association, which shall be cast by the Affiliate Chapter’s President or other duly authorized delegate, who shall not be entitled to be elected to office or to serve on the Board of Directors. Such Affiliated Chapter President or delegate shall not sit on or chair Association committees, except as otherwise permitted in these Bylaws, or as specifically permitted by the Executive Committee. Membership in an Affiliated Chapter is not a Direct Membership in the Association, although constituent members of Affiliate Chapters are eligible to become Direct Members of the Association upon proper application, satisfaction of the eligibility requirements for Direct Membership and payment of the prescribed dues for Direct Members.
(e) Lifetime Honorary Members.
(1) Eligibility — The Board of Directors, in consultation with the Nominating and Membership Committees, may elect at any duly organized meeting one (1) or more Lifetime Honorary Members. A Lifetime Honorary Member may be any individual who has made a significant contribution to the Association, or who has otherwise promoted or furthered the goals of the Association or the automotive dismantling and recycling industry. Past Presidents in good standing who have voluntarily withdrawn from further service to the Association shall automatically be awarded a personal Lifetime Honorary Membership.
(2) Rights — Subject to the provisions of Sections 2.1 and 2.5 of these Bylaws, a Lifetime Honorary Member shall be exempt from payment of any fees or dues whatever, shall have one (1) vote and shall be entitled to sit on Association committees. A Lifetime Honorary Member shall not be entitled to hold office, to be a member of the Board of Directors or to chair committees, and shall not otherwise be considered a Direct Member unless such individual also fulfills all the requirements for direct membership set forth in Section 2.2 of these Bylaws.
EXHIBIT C
MEMBERSHIP AND DUES
The following shall be the rules and regulations applicable to membership and dues and may be updated from time to time by the Board, Executive Committee or as otherwise permitted under the Bylaws. Delinquency and Expulsion — Any member of the Association who shall be delinquent in dues for a period of thirty (30) days from the time dues become due shall be designated as “not in good standing,” notified in writing of such designation and delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be expelled automatically from the Association and thereupon forfeit all rights and privileges of membership, unless upon written request by the member, expulsion is waived by affirmative action of the Executive Committee. Refunds — No dues shall be refunded to any member whose membership terminates for any reason. Membership Termination and Suspension. — Subject to the relevant provisions of Bylaws (including relevant Exhibits), membership in the Association shall be terminated by death, resignation, expulsion, expiration of a term of membership, or dissolution and liquidation of the Association, and may be suspended in accordance with the provisions of (a) below.
(a) Expulsion, Suspension — Members of any classification may be expelled or suspended for cause from membership by majority affirmative vote of the Executive Committee of the Board of Directors for any cause, including but not limited to, nonpayment of dues, conviction of an individual member, or if a partnership, any general partner, or if a corporation or firm, any director, officer or major shareholder (as defined in Section 2.3 of the Bylaws), for commission of an auto theft crime, or any other failure to continue to abide by the Association’s Code of Ethics or Bylaws, failure to meet the eligibility requirements as set forth in these Bylaws, or such other conduct as the Board may determine to be detrimental to the best interests of the Association, including unethical business practices or behavior. A vote for expulsion or suspension shall occur only after the member complained against has received at least ten (10) days written notice prior to such vote and has been given reasonable opportunity for defense. An expelled or suspended member may appeal from the decision of the Executive Committee to the Board of Directors for action at its next annual, regular or special meeting, providing that notice of intent to appeal is provided to the President within thirty (30) days after a vote to expel or suspend such member has occurred. Only those charges brought by a voting Association member will be considered by the Executive Committee. In accordance with the provisions of Section 3.7 of these Bylaws, at least ten (10) days prior to the meeting at which such appeal is scheduled to be heard, written notice shall be provided to the member appealing such action. While such appeal is pending, the subject member shall not be entitled to vote or otherwise participate in Association affairs. (b) Resignation — Any member may resign from the Association by giving thirty (30) days notice in writing to the Secretary of the Association.
(c) Application for Renewal of Membership. — No application for renewal of membership after expulsion shall be granted for a two (2)-year period after the date of expulsion, unless this provision is waived in writing by the Executive Committee of the Board of Directors. Members whose memberships have lapsed or who have resigned may reapply for membership pursuant to these Bylaws. Applications for renewal of membership shall be accompanied by payment of all delinquent dues and obligations, if any, up to the date of expulsion, resignation or termination, unless waived, in writing, by the Executive Committee.
EXHIBIT D
COMMITTEES
The following shall be the rules and regulations applicable to committees as specified and may be updated from time to time by the Board, Executive Committee or as otherwise permitted under the Bylaws. Budget Committee. The Budget Committee shall consist of a Chairperson who shall be the elected First Vice President of the Association, the Association Second Vice President/Treasurer and the Chairman of the Regional Directors. The Budget Committee shall be responsible for budget calculations, and the preparation and presentation of reports to the President or Executive Committee.
Nominating Committee.
(a) The Nominating Committee shall consist of the Immediate Past President and the ten 10) most recent Past Presidents, not including the Immediate Past President, of the Association ho are Direct Members of the Association, and who are members of the Board of Directors in good standing. The Immediate Past President shall serve as Chairperson, and shall only be entitled to vote on matters before the Nominating Committee in the event of a tie vote. In the event of a vacancy on the Nominating Committee for any reason, the next most recent Past President shall automatically be designated to fill such vacancy.
(b) The duties of the Nominating Committee are as follows:
1) To become familiar with the personnel of the Association and the work required of its officers and committees;
2) To provide opportunities for the entire membership to suggest candidates for all positions, and to consult with the Membership Committee prior to making any nominations;
(3) To consult with and advise the various committee chairpersons and the President on committee vacancies and possible candidates;
(4) To make suggestions for the filling of vacancies among Board members and officers;
(5) To solicit and compile a list of nominees for Regional Directorships, who shall be elected in accordance with the provisions of Article VI of these Bylaws;
(6) To present to the members at the Annual Meeting a list of nominees for the election of officers of the Association; provided, however, that if any individual is nominated to hold two (2) or more offices, the Nominating Committee must so notify the Board, not less than thirty (30) days prior to the Annual Meeting of the members, and obtain the Board’s written approval before such nomination may be presented to the members; and
(7) To report the names of the officers elected at the Annual Meeting of the members and the results of the Regional Director election to the members and also to the Board of Directors, the latter being at the first meeting of the Board of Directors following the Annual Meeting of the membership.
Special Committees. — Special committees of the Board of Directors may be appointed at any time, and from time to time, by the President, either at his own instance or by action of the Board of Directors, to perform special functions in carrying on the work of the Association, but shall have no powers which are not authorized for standing committees of the Association. No Member shall serve as an official member of more than two Special Committees simultaneously.
Membership Committee.
The Membership Committee shall be an on-going Association committee established in accordance with these Bylaws, which shall consist of a chairperson, who shall be appointed by the President subject to the approval of the Board or the Executive Committee; two (2) or more members, who shall also be appointed by the President upon recommendation by the chairperson and subject to the approval of the Board or the Executive Committee; the Secretary of the Association; and the President of the Association pursuant to Section 4.4(a) of these Bylaws. Subject to the provisions of Article II of these Bylaws, the Membership Committee shall review all applications for membership in the Association; shall maintain current membership rosters for all four (4) classes of members set forth in Article II hereof; and shall assist the Executive and Nominating Committees in identifying individuals to fill vacancies or otherwise serve as officers and directors. The Membership Committee shall perform such other membership-related duties as may be determined by the Board or the Executive Committee.
Additional Items: Organization, Meetings, Term.
(a) Organization. — Except as otherwise provided in the Bylaws, the President of the Association shall appoint chairpersons to standing and special committees. In the absence of a committee chairperson or secretary at any standing or special committee meeting the President or Executive Committee shall appoint a chairperson or secretary of the meeting. All committees shall keep records of their acts and procedures and shall report thereon to the Second Vice President and the Board of Directors. Except as otherwise provided by law or in these Bylaws, chairpersons and committee members shall serve until their successors are appointed.
(b) Regular Meetings. — All standing and special committees shall hold at least two (2) regular meetings per year. Notice of regular meetings shall be in writing and mailed to each committee member at his address as shown by the records of the Association, with postage thereon prepaid, not less than ten (10) days prior to the meeting. Notice of an adjourned meeting shall be the same as that required for a regular meeting.
(c) Special Meetings. — Special Meetings may be called by the President or committee chairperson. Notice of special meetings shall contain the purpose for the special meeting and shall be in writing and mailed to each committee member at his last address as shown by the records of the Association, with postage thereon prepaid, not less than seven (7) days prior to the meeting. Notice of any adjourned meeting shall be the same as required for a special meeting.
(d) Quorum and Manner of Acting. — A majority of the members of a special or standing committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee shall act only as a committee.
(e) Vacancies. — Vacancies on the Executive Committee and other standing committees among committee members who are officers shall be filled in accordance with the provisions of these Bylaws. All other vacancies on standing committees shall be filled by majority vote of the entire Board of Directors, upon recommendation of the Executive Committee made in consultation with the
Membership and Nominating
Committees. Vacancies on special committees shall be filled by the President in consultation with the Nominating and Membership Committees and with the consent of the Board. Persons so elected shall serve until their successors have been qualified and elected.
