Page 62 - VIADA Directory 2020

VIADA BYLAWS CONTINUED

ARTICLE XI – COMMITTEES ARTICLE XII – AMENDMENTS
Section 1. Standing committees shall be appointed by the President as Section 1. These Bylaws may be altered, amended or repealed at any
soon as practicable after the annual election as follows: regular meeting of the Board of Directors or at any special
(a) Membership Developments – Charged with creating meeting of the Board of Directors called for that purpose,
provided ten (10) days written notice has been sent to each
programs to acquire and retain members and implementing
those programs approved by the Board of Directors. Further State Board Member, setting forth the specific proposed
charged with reviewing all applications for membership and changes.
recommending, to the Board of Directors, their acceptance or ARTICLE XIII – CODE OF ETHICS
rejection under the procedures set forth in Article III of these Section 1. We have a general duty of integrity, honor and fair dealing
Bylaws. towards the public.
(b) Government Relations – Charged with keeping the Board Section 2. We will comply with all city, county, state and federal laws
of Directors informed on legislative and regulatory matters and shall endeavor to keep ourselves informed of those laws
affecting independent automobile dealers and the Association, governing our business.
including reviewing proposed legislation and regulations
and recommending action for or against such legislation Section 3. We will not intentionally injure the business reputation of
or regulation. Further charged with proposing legislative or another member or competitor.
regulatory remedies when such remedies are indicated. Section 4. We will employ truth and accuracy in advertising and selling.
(c) Publications and Events – Charged with the preparation Section 5. We will stand by any guarantee given with the sale of a motor
of an annual membership and services directory, periodic vehicle.
newsletter, magazine, brochures and other publications to
be published and distributed at the direction of the Board Section 6. We will not perform any act which would bring disrepute to
of Directors, including the solicitation of advertising and the the motor vehicle industry.
preparation of editorial material relating to the motor vehicle Section 7. We will expose or halt, where found, any scheme designed
industry. Further charged with selecting and recommending to deceive or defraud the automobile buying public and aid in
to the Board of Directors future convention, Board of Directors prosecuting those guilty of such acts.
and special meeting sites and assisting the association staff
in producing such meetings. Section 8. We will constantly strive to improve business methods to the
(d) Member Benefits – Charged with identifying, reviewing end that the public will be better served.
and recommending, to the Board of Directors, programs Section 9. We will encourage the American system of free enterprise.
designed to offer members opportunities for profit or reduction ARTICLE XIV – INDEMNIFICATION
in expenses. Further charged with making recommendations,
if necessary, for revisions to, or status of, current programs. Section 1. Each person who at any time serves as a director or officer
of the Association or who at any time serves at the request of
(e) Steering and Budget – Charged with recommending to the the Association as a director or officer of another corporation
Board of Directors Association policy, activities, expenditure of shall be indemnified by the Association against any and all
funds for special purposes and the preparation and review of liabilities incurred by him in any such capacity or arising out of
an annual budget to cover anticipated revenue and expenses. his status as such director or officer, to the full extent permitted
(f) Professional Development – Charged with developing by, and in accordance with the terms and provisions of the
and enhancing the management skills of the members and Code of Virginia of 1950, as amended, generally and, without
the expertise of the member’s employees through educational limiting the generality of the foregoing, in accordance with the
opportunities and manuals approved by the Board of Directors. terms and provisions of Article IX of the Virginia Non-Stock
Corporation Act §13, 1-875 et. Seq. of the Code of Virginia
Section 2. The President may appoint special committees as the need of 1950, as amended, as now in force and as hereafter
may arise. amended, except indemnity against his gross negligence or
willful misconduct.

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