Constitution & By-Laws
Section 1. The name of this Association shall be the Boating Trades Association of Texas.
Section 1. The headquarters of the Association and the office of the Executive Director shall be located in Dallas, Texas or any city in Texas as decided by the Board of Directors.
Section 1. The purpose of this Association shall be:
1. To foster better understanding between its members.
2. To raise the standards of service within the boating industry in Texas.
3. To provide a common source of information for its members.
4. To establish a position of common defense against acts discriminatory to our welfare and to that of the boating public.
Section 2. All to the end that there be created an interested and informed boating public and that each member shall realize from his efforts and investments that fair return which characterizes the American system of Free Enterprise.
Section 1. Membership in this Association shall be of three kinds:
1. Regular members
2. Associate members
3. Honorary members
Section 2. Regular (active) members shall consist of those firms or individuals who, being domiciled in the State of Texas, are actively engaged in the retail sale of new pleasure boats and/or motors.
Section 3. Associate members shall consist of all other firms or individuals.
Section 4. The Association may elect as honorary members those persons who have rendered distinguished service to the Association whereby the interests of the boating industry shall have been advanced in the State of Texas.
Section 5. Regular members shall in all cases be domiciled in the State of Texas.
Section 6. Associate and honorary members need not necessarily be domiciled in the State of Texas, but must in all cases show by their actions and manners an interest in the boating industry in this State.
Section 7. Voting members are regular members.
Section I. The revenue of this Association shall be derived from the following sources:
1. Membership fees and dues from regular and associate members.
2. Revenue as is prescribed for in the Bylaws.
3. And other such revenue as may be provided for and arranged by the Board of Directors.
Section 1. The government of the Boating Trades Association of Texas shall be vested in the Board of Directors who shall be nominated and elected in such a manner as may be prescribed for in the Bylaws.
Section 2. The Board shall consist of the President, two (2) Vice Presidents, the Secretary-Treasurer and members prescribed for in the Bylaws, provided such directors and officers are residents of the State of Texas.
Section 1. The Board of Directors shall have the power vested in it to carry on all business and other affairs of the Association, except that restricted by the Bylaws.
Section 1. The annual meeting of the Boating Trades Association of Texas shall be held once each year, the specific time and place to be designated by the Board of Directors.
Section 2. Special meetings of the membership may be held on call of the President or the Board of Directors.
Section 3. Notice of special meetings must be sent to each member at least ten (10) days prior to the meeting.
Section 4. Five percent (5%) of the members in good standing may call special meetings provided they issue a notice of the meeting to every member. This notice must contain a statement of the purpose of the meeting and be sent at least ten (10) days preceding the meeting.
ARTICLE IX-MEETINGS OF THE
BOARD OF DIRECTORS
Section 1. The Board of Directors may meet at such time and place as it determines at the adjournment of the previous meeting.
Section 2. The President may call a meeting of the Board of Directors at any time, provided a notice, naming the time and place, is sent to each Director at least ten (10) days preceding the time of the meeting.
Section 3. It shall be mandatory that the President call a meeting of the Board of Directors upon the written request of twenty-five percent (25%) of the Board. The President shall notify each Director at least ten (10) days prior to the meeting.
Section 4. The ten (10) days notice of meetings of the Board of Directors may be waived in cases where the need of an “emergency” meeting is felt, but at an “emergency” meeting no business may be transacted or discussed except that which relates directly to the “emergency” for which said “emergency” meeting is called.
Section 1. Ten percent (10%) of the regular members in good standing shall constitute a quorum.
Section 2. One-third (1/3) of the members of the Board of Directors shall constitute a quorum.
Section 3. The majority of the members appointed on any committee shall constitute a quorum.
Section 4. The majority vote of a quorum shall be final.
Section 1. Upon the request of five percent (5%) of the members in good standing, or upon its own initiative, the Board of Directors shall submit questions or amendments to the Constitution and Bylaws to the members for a referendum vote. This may be done at regular or special membership meetings called for that purpose or by mail.
Section 2. If a mail vote is taken, a committee of three (3) Directors shall be appointed to receive and tally the ballots, the results to be transmitted to the President and all ballots sealed and impounded by the chairman until released by the Board of Directors.
Section 1. The officers of this Association shall consist of a President, two (2) Vice Presidents, a Secretary-Treasurer and Executive Director during the service of that officer. All but the Executive Director, whose term shall be fixed by the Board of Directors, shall serve for a period of one year and thereafter until their successors are duly elected and qualified.
Section 2. The President, Vice Presidents and Secretary-Treasurer shall be elected by a majority of the members in attendance at the annual meeting of the members of the Association. The term of each officer shall begin on January 1 of the following year.
Section 3. The Executive Director shall be appointed by the Board of Directors and need not be a member of the Association. The Board shall fix the Salary of the Executive Director and may remove him by majority vote at any meeting, or he shall serve as long as is agreeable.
Section 4. Officers, Directors and Committee Members of the Association, when responding to a call of the meeting, shall be compensated by the Association for travel expense at a rate that is reasonable and in line with current costs, to be determined by the Board of Directors.
Section 1. In the event of a vacancy in the office of President, the First Vice President shall succeed in office for the remainder of the term. In the event of a vacancy in the office of a Vice President or Secretary-Treasurer, the Board of Directors shall appoint a member to fill such vacancy for the unexpired term.
Section 1. This Constitution may be amended by a majority vote of the members in good standing who are in attendance at the annual meeting or any meeting which has been called for that purpose. All proposed amendments shall be plainly stated in the call for the meeting and notice of the meeting shall be given each member at least ten (10) days prior to the meeting where an amendment is being considered, except at the regular annual meetings.
Section 1. The applicant for a regular membership must be a citizen of the United States of America and a resident of the State of Texas.
Section 2. The members must be of good reputation and known to conform with the high standards of service and ethical practices endorsed and recommended by the Boating Trades Association of Texas.
Section 3. Membership in the Association shall be no endorsement or guarantee of the goods or services of the particular member.
ARTICLE II-FEES AND DUES
Section 1. The initiation fees and annual dues for regular, associate, manufacturer and distributor members shall be set by the Board of Directors.
Section 2. Honorary members shall not be charged any dues.
ARTICLE III-TERMINATION OF MEMBERSHIP
Section 1. Any member may resign from the Association by notifying the Secretary-Treasurer, in writing, of his intention to do so, and may become effective at the time stated in writing by the member.
Section 2. Any member delinquent in payment of dues shall be notified of such delinquency, and if said delinquency is not paid within ninety (90) days, then such membership shall terminate automatically for failure to pay dues.
Section 3. Any membership terminated for failure to pay dues may be reinstated only in the manner by which new members are accepted.
Section 4. The Board of Directors may, for cause and by a majority vote, suspend a member or by nine-tenths (9/10) vote expel him, provided he has been served with a copy of the charges and has been given an opportunity for a hearing before final action is taken on said expulsion.
ARTICLE IV-LOCAL ASSOCIATIONS
Section 1. Nothing contained herein shall serve to prevent individual members of this Associiation from the creation of local groups of similar interest when the creation of such local groups will further the interests of such members and enhance the status of the industry.
Section 2. Such local groups may affiliate with this Association upon application to the Board of Directors and upon demonstrating that their aims and objectives are harmonious with those of this Association.
ARTICLE V-BOARD OF DIRECTORS
Section 1. The Board of Directors is empowered to do whatever is necessary and expedient, in their view, for the furtherance of the purposes of this Association and the attainment of its objectives, except that which may be restricted by the Constitution and these Bylaws.
Section 2. The Association shall indemnify an Association official against, and reimburse such official for the following arising by reason of the official’s status:
1. Judgments, fines and amounts paid in settlement of an action against the official if the official is adjudged not to have been negligent nor guilty of misconduct in the performance of an official duty.
2. Amounts paid in settlement of an action against the official actually and reasonably incurred, if the settlement is adjudged to be the Association’s advantage to dispose of troublesome, time-consuming and expensive litigation against its officials and is adjudged not to have been the result of reckless or willful conduct in the performance of an official duty.
3. Expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of an action if the official is adjudged not to have been guilty of reckless or willful conduct in the performance of an official duty. As used herein:
a. Association official -- shall mean a person who is or was a director, officer, employee or agent of the Association, or 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 or entity.
b. Action -- shall mean an action, suit or proceeding, whether civil, criminal, administrative or investigative, whether by or in the right of.the Association or otherwise, against an official by reason of his status as an Association official.
c. Adjudged -- means a determination made by a majority of the Board of Directors not involved in the matter in controversy (whether or not a quorum), by independent counsel selected by the Board of Directors or a court of competent jurisdiction.
Section 3. In the case of vacancies occurring on the Board of Directors, the remaining members on the Board shall elect a Director from the membership to fill each vacancy for the unexpired term.
Section 4. Any Director who misses three consecutive meetings of the Board of Directors will be suspended as a Director unless the Board considers his reason for being absent valid.
Section 5. The immediate past president shall become a member of the Board of Directors for a one-year term.
Section 6. Two Directors-At-Large may be suggested by the President and approved by the Board of Directors and shall serve for a period of one year.
Section 1. Elections may be by secret ballot.
Section 2. Association officers will be President, two (2) Vice Presidents and Secretary-Treasurer. They shall, be elected by a majority of the members in attendance at the annual meeting.
Section 3. The President shall not succeed himself, unless he gives written notice to the current Officers, Directors and members of the Nominating Committee at least 45 days prior to the Annual Meeting of the Membership that he wishes to be considered as a candidate for the office of President for a second term of office and then is duly elected to that office at the Annual Meeting. The President may not serve more than two consecutive terms of office.
Section 4. For the purpose of electing Directors, the State shall be divided into not less than fifteen (15) districts as may be determined by the Board of Directors. Initially, there shall be fifteen (15) districts, the districts to be composed of the following counties: (Please refer to the map in the back of the directory indicating district divisions.) The map shall indicate district boundaries.
Section 5. In the event the Board elects to redistrict, such shall be done at a regular meeting, and the Board shall appoint the new directors for any new district not having representation on the Board. The Board may, in its discretion, determine the number of Directors to be elected from each district, provided that there be no less than one (1) nor more than three (3) directors from each district and each district shall have equal representation.
Section 6. Directors shall be elected by a majority of the members in attendance at the annual meeting.
Section 7. The nominating committee shall submit nominations for all offices. The nominations of the committee shall be provided to the membership either by mailing or inclusion in an issue of the Association publication that is mailed at least 30 days before the annual meeting. Additional nominations may be made from the floor of the annual meeting, provided that every person so nominated must give either oral or written consent to his nomination. No nomination shall be accepted by the chair unless such acceptance is immediately forthcoming.
Section 8. Terms of office of a Board member shall be three (3) years. At the first election, one third (1/3) shall be elected for one (1) year, one third (1/3) shall be elected for two (2) years, and one third (1/3) shall be elected for three (3) years.
Section 9. The term of each Director shall begin on January 1 of the year following the annual meeting at which he is elected and shall continue until his successor shall have been qualified.
ARTICLE VII-CODE OF ETHICS
Section 1. The Boating Trades Association of Texas may adopt a Code of Ethics which shall not be changed or amended except in the manner provided for herein for the amendment of these Bylaws.
Section 1. The Board of Directors may approve the design of a suitable emblem, and each member shall be entitled to an Association emblem and a membership card that has been signed by the Executive Director of the Association.
Section 1. The Board of Directors may authorize the publication of a magazine or publication and select a name for it, and when so authorized by the Board such shall be the official publication of this Association.
ARTICLE X-DUTIES OF THE PRESIDENT
Section 1. The President shall preside at all meetings of the Association and the Board of Directors.
Section 2. He shall appoint all committees except as otherwise provided in the Bylaws.
Section 3. He shall vote only in case of a tie.
Section 4. He shall be empowered to call meetings of committees at any time.
Section 5. He shall be an ex-officio member of all committees.
ARTICLE XI-DUTIES OF THE VICE PRESIDENTS
Section 1. In the absence of the President, the First Vice President shall perform all the duties of the President. In the absence of the First Vice President, the Second Vice President shall perform all the duties of the President.
ARTICLE XII-DUTIES OF THE
Section 1. The Secretary-Treasurer shall act as the liaison between the Board of Directors, the Executive Committee and the auditing firm of the Association. He shall countersign with the Executive Director all checks and disbursements, and he shall sign all documents necessary for fulfilling requirements as prescribed by federal and state laws.
ARTICLE XIII-DUTIES OF
THE EXECUTIVE DIRECTOR
Section 1. The Executive Director shall attend all meetings of the state association and the Board of Directors.
Section 2. He shall conduct and keep all correspondence of the Association and shall receive all monies that belong to the Association and deposit same to the credit of the Association in such bank or banks as may be designated by the Board of Directors.
Section 3. He shall execute a bond to be paid for by the Association and fixed by the Board. His compensation shall be fixed by the Board of Directors.
Section 4. A detailed account of expenses shall be made monthly by the Executive Director and his staff to the Executive Committee during the interim period between board meetings.
Section 5. All records of the Executive Director shall be open to the examination of any member of the Board of Directors at any time.
Section 6. He shall cause to be printed or mimeographed and delivered within ten (10) days to each member of the Board of Directors a true copy of the minutes of each meeting of the Association.
Section 7. The Executive Director shall not invest or participate, directly or indirectly, in any establishment manufacturing, selling or servicing boats, motors and/or their accessories.
Section 8. He shall be an ex officio member of all committees.
Section 9. He shall perform all other work of the Association as may be provided by the President or the Board of Directors.
ARTICLE XIV-DUTIES OF THE
BOARD OF DIRECTORS
Section 1. The Board of Directors shall have the power vested in it to carry on all business and other affairs of the Boating Trades Association of Texas except that restricted by the Bylaws.
ARTICLE XV-ASSOCIATION RECORDS
Section 1. An auditor shall be designated by and responsible to the Board of Directors. He shall furnish an audited financial statement every twelve (12) months to each member of the Board of Directors. The Board may require an audit to be made at any time.
ARTICLE XVI-COMMITTEES AND APPOINTMENTS
Section 1. The president shall appoint the following standing committees:
1. Executive Committee -- This committee will serve in an advisory capacity during the interim periods of Board meetings.
2. Ethics and Bylaws Committee -- A committee of three (3) members in good standing, shall be appointed for the purpose of interpreting the meanings of the Constitution and Bylaws.
a. They shall be Directors.
b. They shall be appointed to serve without compensation for a period of one (1) year from the date of appointment.
c. Upon the request of any two (2) or more members, or Officers or Directors, or both, they shall appear at the next meeting of the Board of Directors and/or at the next meeting of the membership, as the complaining parties may direct, and render a decision upon the question submitted by the two or more complaining parties. The decisions rendered by this committee shall be final and the Association shall be governed according to their interpretation of such.
3. Nominating Committee -- This committee shall be composed of the four most recent active past presidents of the BTAT, plus three other directors who shall be recommended by the President, subject to approval by the Board of Directors, except that all members of this committee shall be actively engaged in the marine business and residents of the State of Texas. From these seven committee members, the president shall appoint a committee chairman. The Nominating Committee will then gather in a duly called meeting to formulate the nomination slate prior to each annual meeting.
4. Special Projects Committee -- This committee shall be composed of the Executive Committee and the immediate past president. The First Vice President shall be delegated the responsibility of committee chairman. The Special Projects Committee shalI be responsible for working with the membership and each other to plan and implement worthwhile projects, subject to approval by the Board of Directors. Said projects shall benefit the membership of the Boating Trades Association of Texas and the recreational boating industry.
5. Convention/Program Committee
6. Legislative Committee
7. Membership Committee
8. Finance Committee
9. Public Relations Committee
10. Trade Show Committee
ARTICLE XVII-RULES OF
Section 1. The rules of convention procedure for this Association are:
1. The program reported by the Committee on Program shall be the order of the day for all sessions of the convention. Changes in these orders can be made from time to time if two-thirds (2/3) of the voting delegates present vote in the affirmative.
2. All resolutions, reports of committees, communications to the convention and all amendments proposed to them, and all motions save such as are known to parliamentary practice as “undebatable”, may be debated from the floor before final action is taken on them, unless a two-thirds (2/3) vote of the convention decides to dispose of them without debate.
3. In debate, each member of the Association has the right to speak twice on the same question on the same day (except on an appeal) but cannot speak the second time as long as any delegate who has not spoken on that question desires the floor.
4. No member shall speak longer than five (5) minutes at a time, except as provided in the order of the day, or by a majority vote of the members present.
ARTICLE XVIII-ORDER OF MEETINGS
Section 1. The order of business at all meetings of the Association and the Board of Directors shaIl be:
1. Roll Call to ascertain the presence of a quorum
2. Approval of minutes of previous meeting
3. Report of Officers
4. Report of Committees
5. Unfinished business
6. New business
Section 2. But this business order may be altered at any meeting by a majority vote of the members present except that during the annual meeting the introduction of officers of the ensuing year shall follow under new business.
Section 3. The meeting of the Association and the Board of Directors shall be governed by Robert's Revised Parliamentary Practice when not otherwise expressly provided for in the Constitution and Bylaws.
Section 1. These Bylaws may be amended or altered by a mail vote, provided the proposed alteration or amendments be first submitted in writing to the President and by him referred to the Committee on Constitution and Bylaws for its consideration and recommendation.
Section 2. The Constitution and Bylaws of the Boating Trades Association of Texas and subsequent amendments thereto shall be furnished each regular member of the Association.