BYLAWS OF AUTOMOTIVE SERVICE ASSOCIATION OF COLORADO, INC.
Updated June 20, 2017
NAME OF OFFICE
Section 1. Name: This Corporation shall be known as Automotive Service Association of Colorado, Inc. (Association).
Section 2. Office: The principal office of the Automotive Service Association of Colorado, Inc shall be in the State of Colorado. All records of this Association, together with the folder of meeting minutes, shall therein be kept.
OBJECTIVES AND PURPOSE
Section 1. Mission: The Automotive Service Association of Colorado advances professionalism and excellence among our members through education, representation and member services.
Section 2. Vision: To be recognized and respected as the leading resource in Colorado to support a successful automotive service industry.
Section 3. Objectives: The objectives of this Association shall be:
1.1 To promote the common business interests of those engaged in the automotive service industry.
1.2 To consider and deal by all lawful means with common problems of management involved in all functions of the automotive service industry; to foster cooperative action by advancing by all lawful means the common business purposes of its members, and to promote activities designed to enable the industry to be conducted with the greatest economy and efficiency.
1.3 To afford due consideration to and expression of opinion upon questions affecting the industry and to promote the common business interests of the industry.
Section 4. Purposes: Consistent with these ByLaws, the Association shall conduct and engage in all lawful activities in furtherance of the Association’s objectives.
MEMBERSHIP AND VOTING
Section 1. Eligibility: Each individual, firm or corporation which meets the definitions of an appropriate category of membership shall be eligible for membership upon the filing of an application for membership, and the meeting of such other uniform requirements including compliance with the Code of Ethics of the Association and as may be otherwise established or adopted by the Board of Directors. All applicants for membership shall agree, as a condition of consideration of the application and continued membership, to abide by these ByLaws, all policies, procedures, rules and regulations that the Board of Directors may revise from time to time.
Section 2. Voting: Any member in good standing is eligible to vote. Members are in good standing if dues are paid. Any member who is delinquent in his dues by more than 30 days shall not be entitled to vote on any matter brought before the Association.
Section 3. National Affiliation Mandatory: No member may belong to the Colorado affiliate without belonging to the national association (Automotive Service Association).
Section 4. Membership Designations: The following membership designations shall govern voting and dues:
4.1 Member: Member is defined as any person, firm or corporation in good standing with the Association that is actively engaged in automotive repair business.
4.2 Associate Member: Associate Members shall be those businesses in good standing with the Association, which supply goods, equipment or services to the automotive repair industry.
4.3 Educational Members: Educational Members shall be individuals involved in automotive vocational training or continuing education.
4.4 Honorary Members: Honorary Members shall be individuals selected by the affirmative vote of at least two-thirds of the then members of the Board of Directors of the Association and who have rendered efforts on behalf of the automotive service industry or the Association that merit special recognition by the Association. Honorary members shall be accorded certain membership privileges.
4.5 Retired Members: Retired members shall be individuals who have been members in good standing with the Association, but who have retired or who are no longer engaged in the automotive service industry. Retired members shall be accorded certain membership privileges.
MEMBERSHIP DUES AND REFUNDS
Section 1. Member Dues: Colorado membership dues shall be set by the Board of Directors of this Association.
Section 2. Other Members’ Dues: Annual Membership dues for Associate, Educational, Honorary and Retired Members shall be determined by the Board of Directors.
Section 3. Refunds: The Board of Directors may, at their discretion, refund dues. No other dues refunds shall be authorized.
Section 4. Revocation of Membership. Membership in the association may be revoked for any of the following reasons:
4.1. Failure to remit dues in a manner set by the policy of the Association.
4.2. Failure to notify the Association of changes in business that would change category of membership entitled by a member.
4.3. Failure to comply with bylaws of the Association.
4.4. Being convicted of, or admitting guilt to charges of corrupt practice.
Section 5. Failure to Pay. Members who fail to pay their dues within sixty (60) days from the time they become due shall be notified and if payment is not made within the next succeeding thirty (30) days, they shall automatically be dropped from membership and thereafter forfeit all rights and privileges of membership.
Section 6. Logo Use. The Association may legally protect a logo designating those who are members in good standing for display purposes.
6.1. No one other than members in good standing may display or use this logo.
6.2. Members in good standing may reproduce the Association’s logo to be used on printed material produced for or by them.
6.3. All member identification material, including, but not limited to, signs, decals, patches and reproductions of the Association’s registered logo, shall remain the property of the Association.
6.4. The Association shall be authorized to proceed in any legal manner to reclaim any such property upon termination of membership.
6.5.The Board of Directors shall be empowered to establish policy on display, control or use of this logo.
TERMINATION OF MEMBERSHIP
Section 1. Member Suspension or Termination: Any membership may be suspended or terminated for cause. Cause for suspension or termination includes, but is not limited to, the violation of the ByLaws of the Association or other acts or omissions detrimental to the best interests of the Association, membership shall require the affirmative two-thirds vote of the entire Board of Directors provided that within ten (10) days prior to such vote of the Board, a statement of the cause shall be sent by registered or certified mail to the last known address of the member whose membership is to be suspended or terminated. The member shall be given an opportunity to appear in person or by a representative at the meeting of the Board for a hearing on the question of the suspension or termination of membership. All decisions of the Board shall be final and binding on the member.
Section 2. Termination for Unlawful Practices: Whenever a member has been convicted of or admits guilt to charges of unlawful practices relating to automotive service or collision industry activities, the member shall be notified that membership in the Association shall be automatically terminated. Such member, however, shall be notified of such action by registered or certified mail and member shall be notified that membership in the Association shall be automatically terminated. Such member, however, shall be notified of such action by registered or certified mail and member shall be given an opportunity to appear in person or by a representative at the next Board of Directors meeting to submit evidence or arguments which justify the member’s continued membership in the Association. Continued membership in the Association, however, shall require a two-thirds affirmative vote of the entire Board. In the event the member fails to make an appearance after the request or the Board does not affirmatively by two-thirds vote agree to continue the membership, the membership shall be automatically terminated. All decisions of the Board shall be final and binding on the member.
BOARD OF DIRECTORS
Section 1. Composition: The Board of Directors (Board) shall be comprised of not less than seven (7) and not more than eleven (11) members. The Board may have up to three (3) Associate Members of this association which are appointed by the Board and serve in a non voting advisory role. The Board shall include at all times, the Chairman, the President of Collision Division, the President of Mechanical Division, and the Secretary/Treasurer. These officers shall be elected annually by the Board of Directors and shall constitute the Executive Committee and must be current board members.
Section 2. Compensation: No member of the Board of Directors shall receive any compensation for his or her services.
Section 3. Duties: The Board of Directors shall have supervision, control and direction of the affairs of the Association; shall determine its policies or changes therein within the limits of these ByLaws, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 4. Meetings: The Board of Directors shall meet immediately following the election of the Executive Committee. The Board will hold monthly meetings and may be called into special meetings upon call of the Chairman, or shall be called upon the written request of a majority of the then voting members of the Board of Directors at such time and place as the Chairman may designate. Notice of all meetings of the Board of Directors shall be sent to each member of the Board at the last recorded address on the records of the Association at least ten (10) days, via email, prior to the time designated for such meeting. All scheduled meetings will be conducted following “Roberts Rules of Order Revised Edition”.
Section 5. Quorum: A majority of the Board of Directors shall constitute a quorum at any meeting of the Board. If a quorum is not present, a majority of those voting Directors present may postpone the meeting, without further notice, until a quorum is present.
Section 6. Resignation or Removal: Any Board Member may resign at any time by giving written notice to the Chairman. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the Chairman or by the Board itself. Any member of the Board unable to attend a meeting shall advise the Executive Director or Chairman. If a Board Member misses two (2) consecutive meetings or three (3) meetings within a year, the Board Member shall be deemed to have resigned as a Board Member. A Board Member may be removed from office, with cause, by a two-thirds affirmative vote of the Board at a special meeting of the board at which a quorum is present.
Section 7. Vacancies: Vacancies on the Board of Directors may be filled until the next election through appointment by the remaining Directors.
Section 8. Policy and Procedure: The Association shall keep a policy manual in which all policies and procedures adopted by the board of directors shall be placed. This policy manual, in addition to these bylaws, shall constitute the guidelines, rules and regulations for the operation of this Association.
Section 1. Chairman: The Chairman shall be the chief officer of the Association; shall preside at meetings of the Association and of the Board of Directors. The Chairman shall be specifically responsible for the enforcement of all policies, rules, regulations and ByLaws of the Association. The Chairman shall be responsible for the reviewing of the Executive Director and shall recommend to the Board of Directors on his/her continuation or dismissal. In the event of a vacancy of the Executive Director, the Chairman shall appoint a Search Committee and shall bring the recommendations to the Board of Directors for action. The Chairman shall remain as a member of the Board of Directors for a minimum one (1) year following his tenure as Chairman and will have a vote.
Section 2. Presidents: The Presidents of each division shall assist the Chairman in the discharge of the Chairman’s duties as the Chairman may direct and shall perform such other duties as from time to time may be assigned to him/her by the Chairman or the Board of Directors. The President may be delegated by the Chairman or the Board of Directors to perform the Chairman’s duties in the event of the Chairman’s temporary disability or absence from meetings.
Section 3. Secretary: The Secretary shall be designated as Secretary of the Board of Directors and of the Association. He/She shall supervise the keeping of the minutes and records of the meetings of the Board of Directors and all meetings of the Association. He/She shall see that all notices are duly given in accordance with the provisions of these ByLaws or as required by law; shall be custodian of the corporate records and in general perform all duties incident to the office of Secretary. All meeting minutes shall be presented at the following regular Board of Directors meeting for approval.
Section 4. Treasurer: The Treasurer shall keep a record of membership, which shall be open to inspection by any member at any reasonable time. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; shall review all bills and transactions of the Executive Director on a timely basis, and shall be authorized to sign any and all financial accounts the Association has. He/She shall perform or supervise the preparation of financial reports for the Executive Committee and Board of Directors as required or requested; shall see that full andaccurate accounts are kept on all receipts and disbursements, and shall make records available for inspection at the annual meeting of the Association.
Section 5. Budget: Once an annual budget has been created and approved by the Board of Directors, he/she shall have authority to receive and disburse all funds of the Association consistent with such budget. In the absence of the Secretary or Treasurer, the Executive Director, and any Executive Director’s designee, a secretary pro tempore shall be elected each meeting. Any of the Secretary or Treasurer’s administrative duties may be delegated by the Board of Directors to the Executive Director or the Executive Director’s designee. The Secretary and Treasurer shall deliver to the Board the complete Secretary and Treasurer’s records at such time as the Secretary/Treasurer shall cease to hold the office.
Section 6. Executive Director: The Executive Director shall be the administrative officer of the Association. He/She shall exercise full and complete management of the business affairs of the Association, subject to the supervision of the Chairman, and general policy direction by the Board of Directors. He/She shall select, direct the efforts of, and terminate all other members of the staff of the Association. He/She shall see that all orders and resolutions of the Board of Directors are carried out. He/She shall perform such other duties and responsibilities as may, from time to time, be delegated to him/her by the Board of Directors. The Executive Director will NOT be an authorized signer on the Association checking account. He/She may have a corporate credit card that shall be monitored by the Secretary/Treasurer.
Section 7. Combined Offices: At no time may any officer member or appointed agent of this Association hold the office of Chairman, President, and/or Secretary/Treasurer simultaneously.
Section 8. National Affiliate Representative: Any Board Member may be the official representative of the Association to the National Affiliate Assembly and to all regional or national association meetings as appointed by the Board. The alternate representative to the Affiliate Assembly or to any regional national association meeting shall be a Chairman. In the event neither President, nor the Secretary/Treasurer can attend any of the noted official meetings; the Chairman shall have the option of appointing an alternate delegate who shall be a member of the Board of Directors.
Section 1. Annual Meeting: The annual meeting of the general membership of this Association shall be held at a time and place to be determined by the Board of Directors.
Section 2. Regular Meetings: Regular meetings of the Association shall be at such time and place as the Executive Committee shall determine. Notices of the time and place of such meetings shall be given by email and/or postage paid notice addressed to each member at the address of record, at least ten (10) days prior to the date of the meeting.
Section 3. Special Meetings: Special meetings may be called by the Chairman or by the Board of Directors, or upon petition of any 2/3 members in good standing, and it shall be the duty of the Executive Director to issue notice of such meeting ten (10) days in advance.
Section 1. Elections: For the purpose of all elections, either annual or special, of this Association, the voting body shall consist of individual members, and each member shall have one plurality vote. Voting shall be by ballot and largest number of votes shall prevail in any election.
Section 2. Directors: With the exception Immediate Past Chairman, all Directors shall be elected for a two (2) year term. In the event of a vacancy, a Director shall be elected at the next annual election to fill the unexpired term.
Section 1. Designation: It shall be within the power and shall be the duty of the Chairman to create both standing and special committees for such uses and purposes as the Board of Directors may deem advisable with the exception of the Nominating Committee. Committee chairs shall be appointed by the Chairman with approval of the Board. Committee chairs need not be members of the Board of Directors. The Chairman, with the advice of the committee chair, will appoint the members of each committee.
Section 2. Duties and Functions of Committee Chairs. Each committee chair shall:
2.1. select a representative committee and recommend them to the Chairman of the Board for official appointment. All committee members must be current members of the Association.
2.2. call and preside over all committee meetings.
2.3. submit to the Chairman and the Board of Directors a written report of the committee’s accomplishments.
Section 3. Bylaws, Policies and Procedures Committee: This committee shall:
3.1 review the bylaws and policies and procedures annually and make appropriate recommendations for changes to the Board of Directors.
3.2 receive any proposed bylaws and policy and procedure changes form Association members and submit to the Board of Directors with the committee’s recommendations.
Section 4. Nominating Committee: The Board of Directors shall appoint a Nominating Committee comprised of three members including the immediate past chairman plus two (2) additional members elected by the Board of Directors. The nominating committee shall be chosen at least three (3) months prior to the annual meeting. The Immediate Past Chairman will chair the nominating committee. The committee shall prepare and submit to the membership names of persons whom they feel are especially qualified to hold various board positions. It is understood that the function of the Nominating Committee is merely advisory, and does not preclude any active member of this Association from making nominations for any office in addition to the names furnished by the Nominating Committee.
Section 5. Audit Committee: The Board of Directors shall appoint an audit committee comprised of the Executive Director plus one board member and one member at large. The audit committee shall annually review all financial records and procedures to look for adherence to policies and procedures and general accounting practices.
Section 1. Fiscal Year: The fiscal year of this Association shall commence on the first day of July of each year and end on the last day of June the succeeding year.
Section 2. Indemnification: The Association shall have the power and authority to indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, employee or agent of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. In addition, the Association, may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or who is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred in any such capacity, or arising out of such person’s status as such, regardless of whether the Association would have the power to indemnify against such liability.
Section 3. Use of Funds and Dissolution: The Association shall use its funds only to accomplish the objectives and purposes specified in these ByLaws and no part of its funds shall inure, or be distributed, to the members of this Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified professional society, trade association, charitable, educational, scientific or philanthropic organization to be selected by the Board of Directors.
Section 1. Amendments: These ByLaws may be amended by a 2/3 or greater approval of total Board at any Board of Directors meeting with a seven (7) day written notice of said changes.