OF THE

CAPITAL DISTRICT AUTOBODY ASSOCIATION, INC.

ARTICLE I

Section 1.
The name of this organization shall be the Capital District Autobody Association, Inc.

Section 2.
The Capital District Autobody Association, Inc. shall have a distinguished medallion, which shall be selected and approved by the Board of Directors.

Section 3.
The Capital District Autobody Association, Inc. shall have a seal which is to be in the following form:

Section 4.
The Capital District Autobody Association, Inc. shall be a non-profit organization.

ARTICLE II

Section 1.
The objects of the organization shall be:

• (a) To promote the adoption and the application of higher social, business, and professional standards of its members.
• (b) To prevent the development of and to bring about the elimination of abuses in the auto body repair industry.
• (c) To established a code of fair practices for the auto body repair industry.
• (d) To acquaint the public with methods of fair practices and fair prices in the auto body repair industry.
  
  (e) To protect the public in its dealings with auto body repair shops.
• (f) To increase cooperation amongst the operators of the auto body repair shops.
• (g) To promote the study and improvement of auto body repair techniques.
• (h) To foster trade and commerce in the automobile repair industry, to reform abuses relative thereto, to diffuse accurate information in regards to methods, techniques and improvements relative to the auto body repair industry.
• (i) To procure uniformity and certainty in the customs and usages of the auto body industry and its associated industries; to settle equitably and justly differences between its members.
• (j) To assist its members in securing proper means to elevate the moral, intellectual and social conditions and of the auto body repair industry as a whole; to secure by all lawful means greater efficiency in the operation of automobile body repair shops.

ARTICLE III

MEMBERS

Membership shall be composed of two classes, Members and Associate Members, who shall pay such dues as may be approved by the Members at the annual meeting and meet all other requirements for membership as set forth in this Article.

Section 1.

• (a) The Members of this Corporation shall be businesses engaged primarily in the operation of auto body repair and paint shops.
• (b) Associate Membership may be granted to individuals or business in related fields. Associate Members may vote on all issues but may not hold office.

Section 2. Admission to Membership.

• (a) A person, firm or corporation who meets the qualifications of Article III Section 1 may apply for Membership or Associate Membership by submitting to the Secretary a membership application.
• (b) Membership shall be effective upon approval of the Board of Directors and payment of the annual membership dues.

Section 3. Resignation.

• (a) Any member may resign from the organization by written notice to the Secretary.

Section 4. Discipline and Suspension

• (a) Arrears: Any member three (3) months in arrears in the payment of dues shall stand suspended and shall be so notified by the Secretary. Such member upon payment of arrears within 30 days of the date of written notice by the Secretary shall be reinstated. Any such member who fails to pay arrears within 30 days of the written notice from the Secretary shall be dropped from membership and shall be so notified in writing by the Secretary.
• (b) Complaints: The Board of Directors may hold a hearing wherein a complaint against any member shall be presented and after such hearing and upon a decision by a two- third (2\3) vote of the Board of Directors, said Board of Directors may in their discretion suspend, discipline or fine any member for any action by this said member which is detrimental to the auto body repair industry as a whole or to this organization and its purposes.

Section 5. Meetings:

• (a) The Annual Meeting of a members shall be held in for the purpose of electing Directors, setting the amount of the annual dues and transacting such other business as may come before the meeting.
• (b) Other regular meetings shall be held at least eight times each year as arranged by the President.
• (c) Special Meetings of the members may be called by the President, or by the Board of Directors, or by written request by twenty-five (25) Members of the Association who are in good standing. Notice of a special meeting shall be given in the same manner as for regular membership meetings. No business other than that specified in the notice of meeting shall be transacted at any special meeting.
• (d) Notice of Meetings: Written notice of all members meeting shall be given either personally or by mail to each member no less than ten nor more than fifty days prior to the meeting. Such notice shall state the place , date and hour of the meeting and unless it is the Annual Meeting indicate that it is being issued by or at the direction of the persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which it is being called.
• (e) Quorum: The presence in person of 25 per cent of the Members who are in good standing shall constitute a quorum for the transactions of business.

Section 6. Attendance, Participation and Voting:
Each Member or Associate Member may authorize any or all of its owners, executives, officers, or managers to attend meetings of the Association and participate in programs and discussion. Each Member or Associate Member shall authorize one representative to act for the Member in the transaction of business at a meeting and to vote.

Section 7. Other of Business:
Robert Rules of Order shall guide the conduct of business. At all regular meetings of the Association except when a pressing and \or emergency issue arises, the order of business shall be as follows:

• (a) Pledge of Allegiance and Association Oath
• (b) Reading or Previous Minutes
• (c) Correspondence
• (d) Treasurer's Report
• (e) Installation of New Members
• (f) Reports of Committees
• (g) Report of Officers
• (h) Old Business
• (I) New Business
• (j) Good and Welfare
• (l) Adjournment

ARTICLE IV

DIRECTORS

Section 1.
The business and property of the Corporation shall be managed and controlled by a Board of Directors.

• The Board of Directors shall determine the policies and activities of the Association, elect and discipline members, approve the budget, appropriate all bills, take counsel with committees and have general management of the Association.

Section 2. Number:
The number of Directors of the Corporation shall be not less than ten nor more than twelve.

Section 3.

• (a) Directors shall be divided into three classes for the purpose of staggering their terms of office. All classes shall be as nearly equal in number as possible.
• (b) The terms of office of the Directors initially classified shall be as follows: that of the first of class shall expire at the next Annual Meeting of members; the second class at the second succeeding Annual Meeting, the third class at the third Annual Meeting. After such initial classification, directors to replace those whose terms expire at each Annual Meeting shall be elected to hold office for three years.
• (c) Directors shall take office on the first day of _____________ and shall serve until their successors are elected and qualify or until their earlier resignation or removal.

Section 4.
Election Method: The election of Directors shall be held at the Annual Meeting of Members. Voting shall be by ballot and shall not be cumulative. Only Members in good standing may vote.

• (a) At a Regular Meeting of the Association at least two meetings prior to the Annual Meeting, the President shall appoint a committee, to be known as the Committee on Elections. This Committee shall consist of three (3) Members, who are not Officers to the Association. The President shall designate the Chairman of this Committee. The duties of this committee shall be to prepare a slate of nominees and to prepare ballot for the election.
• (b) At the Regular Meeting prior to the Annual Meeting, the committee shall submit the slate of candidates. At this meeting, nominations of no more than one name per office may also be made from the floor.
• (c) On the day of the Annual Meeting the Committee on Elections shall distribute, collect, and count the ballots and report the results to the President. A majority of all votes cast shall be necessary to determine the choice of any director to be elected.

Section 5.
Meeting: The Board of Directors shall meet regularly at least once a month and at the call of the President. At the discretion of the Board, the committee chairman shall meet with the Board of Directors in joint session.

Section 6.
Quorum: A majority of the members of the Board shall constitute a quorum for the transaction of business. If a quorum be not present, a less number may adjourn the meeting to a later day, not more than ten (10) days later.

Section 7.
Absence: Should any member of the Board of Directors absent himself from three (3) consecutive meetings of the Board without sending a communication to the President or Secretary stating his excuse for so doing, or if his excuse should not be accepted by the members of the Board, his seat on the Board may be declared vacant.

Section 8.
Vacancies: Whenever any vacancy shall occur in the Board by death, resignation or otherwise, the position shall be filled by two-thirds (2\3) vote of the remaining members of the Board at regular meeting or at a meeting called for that purpose. Such election shall be held within thirty (30) days after the vacancy occurs. The Director so chosen shall hold office until the next annual meeting of Members.

Section 9.
Removal of Directors: Any one or more of the Directors may be removed with cause, at any time, by a vote of two-thirds (2\3) vote of the Members present at any special meeting called for this purpose.

ARTICLE V

OFFICERS

Section 1.

• (a) The Board of Directors shall elect from among its members the following officers:
  President
  1st Vice President
  2nd Vice President
  Secretary
  Treasurer
  Sgt. at Arms
• (b) All officers shall be elected annually and shall hold office until their successors are elected and qualify or until their earlier resignation or removal.

Section 2.
Duties of Officers: The duties and powers of the Officers of the Association shall be as follows:

• (a) President: The President shall preside at the meetings of the Association and of the Board of Directors and shall be member exofficio, with right to vote of all committee except the Committee on Elections. He shall present an annual report on the work of the organization at the Annual Meeting of the Association and at such other times as he shall deem proper, communicate such matters and make such suggestions as may in his opinion tend to promote the prosperity and welfare and increase the usefulness of the Association. He shall see that all books and records of the Association are properly kept, and that such reports as are required are properly prepared and filed. He shall be one of the officers who may sign checks of the Association, and shall perform such other duties as are necessarily incident to the office of the President.
• (b) 1st Vice President and 2nd Vice President: In case of the death or absence of the President, or his inability from any cause to act, the 1st Vice-President upon becoming acting President of the Association and shall have all the rights, privileges and powers as if he had been duly elected President. The 1st Vice President shall also perform such other duties as usually pertain to that office, or as may be assigned him by the President of the Board of Directors, In the absence or disability of the 1st Vice President, the 2nd Vice President will perform.
• (c) Secretary: The Secretary shall keep the minutes and record of the Association in appropriate books. He shall file all reports or certificates required by any Federal or statute. He shall keep a list of members of the Association. He shall be the official custodian of the records and Seal of this Association and shall give and serve all notices to members of this Association. He shall attend all meeting of the Association, and Board of Directors, and keep a correspondence and to carry into execution all orders, votes and resolutions not otherwise committed.
• (d) Treasurer: The Treasurer shall keep an account of all money received and expended by the Association. He shall deposit all sums received in a bank or banks or trust company approved in writing by the Board of Directors. Upon request of the President, he shall make a report to the membership. At times, it would not be convenient to have the President, and Treasurer available to endorse checks, therefore, funds may be drawn upon the signature of the President, and upon request of the President, the Treasure's signature would suffice. The funds, books and vouchers in his hands shall at all times be under the supervision of the Board of Directors, and subject to its inspection and control; and at the expiration of his term of office he shall deliver over to his successor all books, money and other property. In case of the absence or disability of the Treasurer, the Secretary shall assume the duties until a new Treasurer is elected.
• (e) Bond of Treasurer: The Treasurer shall give to the Association such security for the faithful discharge of his duties as the Board of Directors may direct, and the Association shall pay the premiums therefor.

Section 3.
Removal of Officers: Any officer may be removed by the Board with or without cause.

ARTICLE VI

COMMITTEES

Section 1.
Committees: The President may, at any time, appoint committees on any subject for which there are no standing committees of the Association.

Section 2.
The Board of Directors may recommend to the President names to fill committee vacancies.

ARTICLE VII

Section 1.
These By-Laws may be amended or repealed by the Members at the time entitled to vote in the election of directors, or by a two-third (2\3) vote to the Board of Directors provided that the proposed change is submitted in writing to the Secretary at least one meeting before the time of the meeting, which is to consider the change.

ARTICLE VIII

REVENUE

Section 1.
Dues: The Board of Directors will determine the appropriate membership fees and dues and shall present them for approval by the members at the Annual Meeting.

ARTICLE IV

MISCELLANEOUS

Section 1.
Properties of the Association: All plaques, signs, literature, equipment, etc., that is to be used or displayed by its members, are only loaned to the member and may be recalled by the Association at any time, or if the member resigns his membership.

Section 2
If it becomes necessary to hire outside assistance, that is, Attorney, Bookkeeper, Accountant, Correspondence Secretary, etc., the Board of Directors shall determine the choice and monies allocated to perform these duties.

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