Page 61 - VIADA Directory 2020

VIADA BYLAWS CONTINUED

Section 8. No contract may be entered in the name of the Association Section 5. The District Presidents shall maintain contact with the directors
without the approval of the Board of Directors. of their respective districts, helping them in obtaining new
ARTICLE VII – ELECTIONS members, providing leadership for the Association in their
respective districts and maintaining a liaison between the
Section 1. No more than 60 days prior to each annual convention of the members in their districts and the Board of Directors as a
Association, each District President shall call a meeting of whole.
members in his district for the purpose of electing a District Section 6. The Executive Board shall possess and exercise the powers
President and nominating directors, whose names shall be
presented to the convention for election. of the Board of Directors when such Board is not in session
and shall possess such other powers as may be conferred by
Section 2. At or prior to each Annual Convention of the Association, the these Bylaws or by the Board of Directors in specific charges.
President shall appoint a Nominating Committee of all active All actions of the Executive Board during the interim between
Past State Presidents who shall present as the last order meetings of the Board of Directors shall be reported to and be
of business at the Annual Business Meeting the names of subject to approval by the Board of Directors provided that no
candidates for officers and directors. Additional nominations rights of the third parties shall be adversely affected by any
may be made from the floor. At the close of the nominations, revision or alteration of the Executive Board’s actions.
the committee shall certify the ballot, and the members present
and eligible shall then vote. ARTICLE IX – MEETINGS
Section 3. Officers and directors shall take office immediately upon Section 1. The Board of Directors shall meet quarterly at a time and place
election and shall serve for one year or until their successors designated by the president. One such meeting shall be held
during the annual convention of the membership.
are elected.
Section 4. An Active member or a previous Active member retired from Section 2. A special meeting of the Board of Directors may be called at
the automobile business who has distinguished himself for any time by the President or by request of five (5) members of
the Board of Directors in the form of a written notice delivered
outstanding service to the Association or the motor vehicle
industry may be elected at an annual business meeting, at least five (5) days before such meeting is proposed, giving
upon nomination by the Board of Directors, to the position of the time, place and purpose of such meeting.
Honorary Life Director. Honorary Life Directors shall have the Section 3. A quorum of the Board of Directors shall consist of at least
privilege of attending all meetings with full voting rights. two (2) officers and at least six (6) directors.
Section 5. The Board of Directors, at any regular meeting or at any Section 4. A convention of the members of this Association shall be held
special meeting called for that purpose, may fill any vacancy annually in the fall between September 1 and November 1,
in the membership of the Board caused by death, resignation beginning 2015. The annual meeting of the Association shall
or otherwise, and any member so elected shall serve the be held during the convention.
unexpired term of his predecessor. Section 5. A special meeting of the membership shall be called by the
Section 6. The Board of Directors may declare vacant the office of any President upon request of the Board of Directors. If such a
officer or director, who consistently fails to discharge the duties meeting is called, a written notice shall be sent to each member
of the office or whose membership for any reason is revoked. at least ten (10) days prior to such meeting, giving time, place
ARTICLE VIII – POWERS AND DUTIES and purpose of the meeting.
Section 1. The President shall be the chief executive officer of the Section 6. A quorum at a meeting of the membership shall consist of a
Association and shall preside at all meetings of the Board of majority of members present and eligible to vote.
Directors, the Executive Board and the membership. He shall Section 7. The order of business for any meeting may be determined
call all regular or special meetings and the Annual Business by rules prepared by the Board of Directors, but in general
Meeting. He shall appoint all standing committees and such the usual parliamentary rules set forth in Roberts Rules of
other committees as may be necessary to fulfill the objectives Order shall govern all meetings when not in conflict with these
of the Association and shall be an ex officio member of all Bylaws.
committees. Section 8. A quorum at a meeting of the Executive Board will consist
Section 2. The President-Elect shall in the absence, incapacity or of two (2) elected officers and four (4) other members of the
disability of the President perform all duties of the President Executive Board.
until the Board shall otherwise determine. The President- Section 9. The President and Executive Director may designate that
Elect shall have such other powers and perform such other members of the Board of Directors, Executive Board or a
duties as may be assigned to him by the Board of Directors or Committee may participate in a regular or special meeting by
these Bylaws. The President-Elect shall hold that office for the remote communication through electronic means in which all
year for which elected and shall succeed to the office of the persons participating in the meeting can hear one another.
President for the following year or in the event of a vacancy Participation in a meeting in this manner shall constitute
in that office.
presence in person at the meeting for quorum and voting
Section 3. The Secretary shall see that a record is kept of the proceedings purposes.
of the Association and the Board of Directors and shall execute ARTICLE X – RESIGNATION AND TERMINATION
official papers.
Section 4. The Treasurer shall have control and custody of the funds of Section 1. Any member may resign from this Association by sending
written notice to the Board of Directors, accompanied by any
the Association and shall see that a full accurate accounting dues or other accounts payable to the Association.
is made of all receipts and disbursements. He shall deposit
the funds of the Association in such depository or depositories Section 2. Membership will terminate if payment of dues is ninety (90)
as may be designated by the Board of Directors. He shall days in arrears.
approve disbursements upon presentation of proper vouchers Section 3. The Board of Directors may terminate the membership of any
or invoices. He shall present to each regular meeting of the member if the member has so conducted himself as to bring
Board of Directors an accounting of all transactions and a discredit upon the Association or independent automobile
statement showing the financial condition of the Association. dealers or has failed to observe his duties and obligations as
a member of the Association.

2020 VIADA Membership and Services Directory | 59