THE BYLAWS OF THE NATIONAL ASSOCIATION OF
TRAILER MANUFACTURERS

December 2007

ARTICLE I

TITLE AND LOCATION

SECTION 1. NAME. The name of this Association shall be the NATIONAL ASSOCIATION OF TRAILER MANUFACTURERS.

SECTION 2. LOCATION. The location of the principal offices of the Association shall be determined by the Board of Directors. The registered office of the Association, required by the Texas Non-Profit Corporation Act to be maintained in the State of Texas, shall be determined by the Board of Directors.

ARTICLE II

PURPOSES AND OBJECTIVES

SECTION 1. PURPOSES. The purposes of the Association shall be, through pursuit of the objectives set forth below, to expand the market acceptance of Light Duty trailers (with a GVWR of 10,000 lbs. or less) and Medium Duty trailers (with a GVWR of 10,001 – to 26,000 lbs.) and to promote their safe construction.

SECTION 2. OBJECTIVES. The Association is organized to serve the business interests of manufacturers of Light and Medium Duty trailers (the “Industry”) and those who provide services to such manufacturers, and, to this end, the Association shall, among other things:

a. Inform and educate the public, including Congress and governmental agencies, and Industry about safe and proper trailer manufacturing practices and uses.

b. Compile trailer manufacturing standards, regulations, and recommended practices as guidelines.

c. Encourage trailer manufacturers to abide by the Association’s “Guidelines for Recommended Minimum Manufacturing Practices” (the “Guidelines”).

d. Provide liability insurance guidance to trailer manufacturers.

e. Monitor federal and state laws, rules, and regulations affecting trailer manufacturing.

f. Represent the Industry before Congress and federal and state regulatory agencies, acting as a liaison between government and Industry.

g. Sponsor trade shows to display products and services of suppliers to the Industry.

 

ARTICLE III

LIMITATIONS

No recommendation, representation, report, or statement of any Officer, Committee, or Member of the Association shall be made on behalf of or shall be binding upon the Association or considered as representing the opinion or policy of the Association unless the same has been submitted to and approved by the Board of Directors or Executive Committee, subject to the Board’s subsequent consideration and ratification.

ARTICLE IV

MEMBERSHIP

SECTION 1. REGULAR MEMBERSHIP. Regular Membership in the Association shall be available to any foreign or domestic corporation, partnership, or individual that (a) engages in manufacturing or building Light and Medium Duty trailers in North America on a full-time basis and (b) subscribes to manufacture its trailers in accordance with the Association’s “Guidelines for Recommended Minimum Manufacturing Practices” publication.

SECTION 2. ASSOCIATE MEMBERSHIP. Associate Membership in the Association shall be available to any foreign or domestic corporation, partnership, or individual that (a) engages in supplying products or services to Regular Members or (b) engages in the manufacture of trailers, but is not otherwise eligible for Regular Membership.

SECTION 3. BRANCH MEMBERSHIP. Branch Membership shall be available, at the option of the Member, for each additional division or branch of a Regular or Associate Member.

SECTION 4. APPLICATION FOR MEMBERSHIP. Application for Membership shall be made in writing on a form specified by the Board of Directors. The application shall be completed in full, signed by the applicant, and sent to the Executive Director of the Association. It shall be accompanied by a check in payment of the full amount of the current year’s dues, a portion of which may be credited to the following year’s dues in accordance with Article V of these Bylaws.

All applicants for Membership shall, by submitting the signed application form, agree to be bound by and support the purposes and objectives of the Association as set forth in Article II of these Bylaws.

Upon receipt of the signed application and accompanying check, the Executive Director shall promptly forward the application to each member of the Board of Directors or, if the Board so di­rects, to the Membership Committee for review and approval. An application shall be deemed approved upon affirmative vote of a majority of the Board or Committee, as appropriate.

SECTION 5. RIGHTS AND DUTIES. Regular Members have the right to vote in all elections and a voice and vote at all general and special meetings of the Membership. Associate Members have no right to vote on any issue or in any election, except for the election of the Associate Member representatives to the Board of Directors and except for the right of the Associate Member representatives to vote on all matters coming before the Board and before committees on which Associate Members serve. Branch Members have no right to vote on any issue or in any election. Associate and Branch Members may, however, attend and participate in all general and special meetings of the Membership.

SECTION 6. DESIGNATION OF EXECUTIVE REPRESENTATIVE. Each Member shall be represented at all times by a person, known as its Executive Representative, with full authority to act for such Member on Association matters.

The Member shall appoint such Executive Representative, and a designated alternate, in writing. The appointment shall authorize the Executive Representative, or his or her alternate, to act for the Member and exercise all rights and duties of the Member under these Bylaws. The Member shall be bound by action taken on its behalf by its duly appointed Executive Representative or alternate Executive Representative.

SECTION 7. RESIGNATION. Any Member desiring to withdraw from the Association must give written notice of resignation to the Executive Director. The resignation shall be effective upon receipt of the notice. A withdrawing Member shall not be entitled to any refund of dues for the current calendar year and shall not be relieved of the obligation to pay the full amount of any assessment levied against the Members by the Association prior to the effective date of the notice of resignation. Current calendar year dues must be paid in full at the time of withdrawal.

SECTION 8. TERMINATIONS. The Executive Director shall terminate the membership of any Member for non-payment of dues or assessment within three (3) months from the due date. The Board of Directors, by affirmative vote of two-thirds of the Members of the Board present at any meeting at which a quorum exists, may terminate the membership of any Member:

a. For ceasing to qualify, in the Board’s judgment, for Membership under these Bylaws;

b. For failing to subscribe, in the Board’s judgment, to the Association’s bylaws or Guidelines; or

c. For unauthorized activities or statements in the name or on behalf of the Association or any officer or committee thereof.

Before the Board may consider and act upon a motion to terminate a Member, except for non-payment of dues or assessments, it shall investigate the charges and give the Member thirty (30) days’ advance written notice of the proposed action, a statement of the charges, and an opportunity to appear before the Board to present the Member’s views.

ARTICLE V

DUES

SECTION 1. DUES. The Board of Directors shall fix the annual dues for Membership in the Association. Annual dues are due and payable in full on January 1 of each year and shall be paid within thirty (30) days from billing date. One quarter, one half, or three quarters of the Member’s first year’s dues, paid in full with the submittal of the application, shall be applied to the Member’s second year’s dues if the application is received between April 1 and June 30, between July 1 and September 30, or after September 30, respectively.

SECTION 2. ASSESSMENTS. The Board of Directors may assess Members in such amounts in addition to annual dues as may be required for financing operations of the Association and special projects approved by the Membership.

For any special assessment exceeding ten percent (10%) of the annual dues, the Board shall give the Membership category to be assessed thirty (30) days’ advance written notice of its intent to consider such assessment.

ARTICLE VI

VOTING

SECTION 1. VOTING RIGHTS. Each Regular Member shall be entitled to one vote on all matters submitted to the Membership of the Association except for the election of an Associate Member to the Board of Directors. No Associate or Branch Member shall have any right to vote on matters submitted to the Membership, but each Associate Member shall be entitled to one vote in the election of the Associate Member representatives to the Board of Directors and on any committee on which its representative serves.

SECTION 2. BALLOTING. Except as otherwise specified in these Bylaws, any matter requiring a vote may be submitted to the Membership, the Board of Directors, the Executive Committee, or any other committee on a mail facsimile, telephonic, or electronic (including email) ballot, provided:

a. The Member is allowed thirty (30) days within which to execute and return or respond to the ballot. If notice is given with the ballot, the thirty (30)-day voting period may be waived or shortened upon approval of a majority of Members entitled to vote.

b. All ballots shall provide for recording votes in affirmative, negative, or abstention.

SECTION 3. QUORUM. Unless otherwise provided in the Bylaws, a quorum for the purpose of transacting business shall consist of the presence of the following percentages of members entitled to vote at any meeting: of the Membership, twenty percent (20%) of those registered for the annual meeting/convention; of the Board of Directors, fifty percent (50%); and of all committees, fifty percent (50%). On voting by ballot, quorum requirements above shall apply, except that on mail, facsimile, or electronic ballots to the Membership, a quorum shall be twenty percent (20%) of the Members entitled to cast votes.

SECTION 4. MAJORITY VOTE. At all meetings of the Membership, the Board of Directors, and all committees and on all mail, facsimile, telephonic, or electronic ballots, if the quorum requirements are satisfied, a majority vote shall prevail, unless otherwise specified in these Bylaws or required by statute or the Articles of Incorporation.

SECTION 5. PROXY VOTING. Voting by proxy at meetings of the Membership, of the Board of Directors, and of all committees, including conference-call meetings, shall be permitted if the President or Board or Committee Chair receives, in advance of the meeting, a written or electronic communication from a voting Member’s representative designating another eligible voting Member representative to vote in his or her stead at the meeting. The proxy expires at the close of the meeting.

ARTICLE VII

BOARD OF DIRECTORS

SECTION 1. BOARD OF DIRECTORS. The business and affairs of the Association shall be vested in a Board of Directors, consisting of up to sixteen (16) representatives elected from the Membership -- twelve (12) from the Regular Membership, to be elected by the Regular Members, and four (4) from the Associate Membership, to be elected by the Associate Members. Any Officer who remains on the Board, by virtue of the provision of the second paragraph of Section 2 below, after his or her term has expired will not count against this maximum of 16 Directors.

A Member company, together with its affiliates that are also Members, may have only one person serving as a Director; however, a current member of the Board may remain on the Board until the next annual election in the event the Board member leaves his/her company to join another member company with a Director on the Board or his/her company is acquired by or merged into another Member company with a Director on the Board.

SECTION 2. TERMS. Seats on the Board shall, when the Board’s full complement of sixteen (16) members is reached, be divided into three (3) classes of equal numbers of Regular members, with two (2) classes having one Associate member each, and the third class having two (2) Associate Members. All Board members shall hold office until the close of the annual meeting at which their terms expires and until their successors are elected and qualified or until their resignation, removal from office, or death. Each Director shall serve a term of three years, but may succeed himself or herself for one additional consecutive three-year term. A Director elected to fill an unexpired term may serve for two (2) additional consecutive three-year terms.

Once a Board member is elected to the office of Vice President pursuant to the provisions of Article VIII, Section 3, but whose second consecutive term as a Board member would expire before serving as President, will be eligible, without regard to the two-term term limits of the first paragraph of this Section 2, to serve as a Board member for a partial third term, if necessary, in order to complete his or her term(s) as President.

SECTION 3. ELECTION OF DIRECTORS. Not less than one hundred twenty (120) days prior to the annual meeting, the Executive Director shall send a request to the Membership for nominations to the Board of Directors to fill the terms expiring at the next annual meeting.

The Nominations Committee shall present the Board of Directors with a proposed slate of Directors to fill open positions on the Board for the Board’s approval or amendment. The approved proposed slate shall then be submitted to the Membership prior to the annual meeting by mail ballot containing the opportunity to write in additional candidates. The ballot shall be mailed to each Member entitled to vote in the election. Every Regular and Associate Member shall have the right to cast a vote for as many candidates as there are Directors to be elected and for whose election that Member has a right to vote. The candidate(s) receiving the largest number of votes in each class shall become Director(s), to take office at the close of the annual meeting.

SECTION 4. VACANCIES. Vacancies on the Board of Directors occurring during the year shall be filled for the unexpired terms by election of the Board of Directors. A quorum is not necessary for the purpose of filling such vacancies. A Director elected to fill a vacancy shall hold office for the remainder of the term of the Director being replaced.

SECTION 5. DUTIES OF THE BOARD. The Board of Directors shall manage the affairs of the Association, except as provided in Article XII, Section 1, and perform such duties as the Bylaws may impose specifically on the Board and as may be necessary to carry out the spirit and intent of the objectives of the Association. The Board shall, in its sole discretion and judgment, have the authority to develop criteria for Board member participation in Board activities and to enforce those criteria, including by suspension or removal of a Board member who fails to meet those criteria. The Board shall receive reports from the President, the Executive Director, the Executive Committee, and other committees and take such action respecting such reports as it deems necessary or desirable. All members of the Board shall have full and equal voting privileges on all matters that come before the Board.

The Board may employ or retain the Executive Director of the Association, its General Counsel, and such other persons as may be necessary or desirable to carry out the activities and objectives of the Association.

The Board of Directors shall not have the power to commit the Association beyond the funds on hand.

ARTICLE VIII

OFFICERS

SECTION 1. OFFICERS. The Officers of the Association shall be a President, Vice President, Secretary, and Treasurer, each of whom shall be a member of and elected from the Board of Directors. The offices of the Secretary and Treasurer may be held by the same person at the discretion of the Board of Directors.

SECTION 2. ELECTION OF OFFICERS. The Board of Directors, during its meeting held in conjunction with the annual meeting of the Membership, shall elect a new slate of Officers from among the Regular Members serving on the new Board at the close of that annual meeting.

The Nominating Committee shall nominate from among the eligible Board members four (4) Officer candidates, three (3) if the offices of Secretary and Treasurer are to be held by the same person. In addition, the Chair of the Nominating Committee at the meeting of the Board shall call for nominations from the Board members in attendance, and any Regular Member director may nominate a representative for any Officer position. Those candidates receiving the highest number of votes on the first ballot for each Officer position shall be declared elected to that position.

SECTION 3. TERMS. Each elected Officer shall serve for a period of one (1) year commencing with the close of business of the annual meeting or until his or her successor is duly elected and qualified. Each Officer may succeed himself or herself for one additional consecutive one-year term.

SECTION 4. VACANCIES. Vacancies in any of the offices of Vice President, Treasurer, or Secretary occurring before the end of the resigning or vacating Officer’s term shall be filled for the unexpired term by election of the Board of Directors. If the President is unable or unwilling to complete his or her term of office, the other Officers shall rotate up to the next officer position, and the Board shall immediately elect a representative to serve as the new Secretary or the new Secretary-Treasurer, as appropriate. The new Officers shall serve the remaining portions of their one-year terms in their new positions.

SECTION 5. OFFICER DUTIES.

a. President. The President shall preside at all meetings of the Members and the Board of Directors and shall have general charge and supervision of the business of the Association. The President may execute in the name of the Association all contracts and other documents, except to the extent the Bylaws delegate the execution to some other Officer or agent of the Association. The President shall be a Member ex-officio of each standing and ad hoc committee. In general, the President shall perform the duties incident to the office of President and such other duties as the Board of Directors may, from time to time, assign him or her.

b. Vice President. In the absence of the President, or in case of his or her inability to act, the Vice President shall act in his or her stead and with his or her powers. The Vice President shall perform such other duties as the President may, from time to time, assign the Vice President.

c. Treasurer. The Treasurer shall have possession of and responsibility for the account books and financial records and arrange for the annual audit or review of the books of the Association by a firm of certified public accountants. The Treasurer shall submit that report of the financial condition of the Association to the Board of Directors at each regular meeting of the Board, to the Membership at the annual meeting, alternatively making a copy available to any Member upon request within twenty (20) days after the annual meeting, and to such others and at such other times as the Treasurer may be requested to do so by the Board. The Treasurer shall have responsibility for the funds of the Association subject to the requirements and direction of the Board of Directors and in accordance with these Bylaws and shall deposit all monies or cause them to be deposited in the name of the Association in such banks, trust companies, or other depositories as the Board of Directors shall, from time to time, select. The Treasurer may delegate any or all of his or her duties to the Executive Director except the withdrawal of Association funds from account(s) other than the “administrative account.”

d. Secretary. The Secretary shall record minutes of all meetings of the Board of Directors, Officers, and Members of the Association and shall maintain those records for such lengths of time as the Board of Directors shall direct. The Secretary shall be responsible for insuring that notices of all meetings are duly given in accordance with the provisions of the Bylaws and shall be custodian of all records of the Association. The Secretary may delegate any or all of his or her duties to the Executive Director.

ARTICLE IX

EXECUTIVE DIRECTOR

The Executive Director is not an elected officer, but may be retained or employed by the Association. The Executive Director shall be responsible for conducting the day-to-day business of the Association within the guidelines and authority the Board of Directors has established. The Executive Director shall have charge of the office and property of the Association and shall be subject to the direction of the Board of Directors and the Executive Committee. The Executive Director shall keep the Board of Directors apprised of the status of the Association and its business on a regular basis and as necessary to alert the Board to any potential problem or concern that could adversely affect the welfare of the Association.

The Executive Director shall carry out the policies and programs of the Association as laid down by the Board of Directors; prepare reports regarding recommendations for proposed projects, expenditures, and other activities within the scope of the committees for submission to the Board; make and keep all records of the Association, the Board of Directors, and committees; notify all Members of general and special meetings of the Association; notify all members of the Board of Directors of the meetings of the Board; and perform such duties as may be assigned to him or her from time to time by the Board of Directors or Officers of the Association.

The Executive Director shall maintain the Association’s financial accounts and shall have the authority to co-sign all Association checks and drafts, except to the extent the Board of Directors may direct otherwise.

ARTICLE X

FUNDS

All funds of the Association shall be deposited by the Treasurer, or his or her delegatee, in such banks or other depositories as the Board of Directors may from time to time select and designate.

All checks, drafts, and orders for payment of money, notes, and other evidence of indebtedness shall require the co-signatures of the Executive Director and another designated staff member, with prior written authorization of the Treasurer, bonded to the extent the Board of Directors may direct.

Despite the co-signature requirement stated above, the Board may establish a bank account or fund, known as the “administrative account,” not to exceed $10,000, requiring the signature of only the Executive Director, out of which the Executive Director may pay the Association’s routine administrative/staff travel and payroll expenses.

ARTICLE XI

COMPENSATION OF OFFICERS AND DIRECTORS

No salary or compensation for services shall be paid to any elected Officer, Board member, or committee member by reason of his or her office or membership. The itemized out-of-pocket expenses the Officer or Board or committee member incurs on behalf of the Association shall be reimbursed to the extent authorized and approved by the Board or Executive Committee.

 

ARTICLE XII

COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE. The Officers of the Association together with the Immediate Past President and an Associate member of the Board of Directors, elected by the Board, shall constitute the Executive Committee of the Association with the President serving as its Chairperson. The Executive Committee shall be convened by telephone or in person on an as-needed basis, at the behest of the Chairperson, to manage the business and affairs of the Association between meetings of the Board of Directors and perform such duties as may be imposed by the Board, consistent with the Association’s Bylaws and as may be necessary from time to time to carry out the spirit and intent of the objectives of the Association. The Executive Committee shall have the right to exercise all powers the Bylaws bestow upon the Board of Directors.

All actions of the Executive Committee taken between meetings of the Board of Directors shall be brought before the Board at its next meeting for ratification.

SECTION 2. OTHER STANDING COMMITTEES. The President shall appoint the Technical Committee, Bylaws/ Nominations Committee, Finance Committee, Membership Committee, and Convention Committee as standing committees. The President also shall appoint such other standing committees of Members deemed necessary or appropriate to carry out the business of the Association with an emphasis on broad-based representation from the general Membership, including Associate members. Members of each standing committee shall serve one-year terms. All standing committees shall report to the President and the Board of Directors at such times and places and in such forms as the Board or the President may direct.

SECTION 3. AD HOC COMMITTEES. The President shall create and appoint such ad hoc committees or task forces as he or she deems necessary or advisable from time to time to carry out the purposes and objectives of the Association.

ARTICLE XIII

MEETINGS

SECTION 1. MEETINGS OF MEMBERS. The Members of this Association shall meet once each year in conjunction with the Association’s Annual Convention and Trade Show for the purpose of transacting any business within the powers of the Association. The date and place shall be fixed each year by the Board of Directors, and notice of the time, place, and agenda of such meeting shall be given by regular mail to all Members at least thirty (30) but not more than one hundred eighty (180) days in advance of the date of the meeting.

SECTION 2. SPECIAL MEETINGS OF MEMBERS. Special meetings of the Members may be called at any time by the President, by a majority of the Board of Directors, or by twenty-five percent (25%) of the Regular Members by a vote at a meeting or in writing. It shall be the duty of the President to call such a meeting, giving notice as provided in Section 1 of this Article. For purposes of Special Meetings called by the Regular Members, a quorum shall consist of fifty percent (50%) of those Members calling for the Special Meeting.

SECTION 3. MEETINGS OF BOARD OF DIRECTORS. The Board of Directors shall meet regularly at least four times a year at a time and place the President designates, unless the Board, by vote of seventy-five percent (75%) of its members, elects to meet less often. Board members shall be notified by mail, email or facsimile at least thirty (30) days in advance of the time, place, and agenda of such meetings.

SECTION 4. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS and EXECUTIVE COMMITTEE. Special meetings of the Board of Directors and the Executive Committee may be called at any time by a majority of the Board of Directors or the President or, in the case of the Executive Committee, by the President. Notice of the time, place, and agenda of such meeting shall be given at least ten (10) days prior to such meeting by serving a notice personally or by mail, facsimile, or e-mail upon all members entitled to attend.

SECTION 5. WAIVER OF NOTICE. Any meeting of Members, Directors, or Executive Committee may be held without notice by written waiver of such notice or shortened notice signed by every person entitled to attend.

SECTION 6. AGENDA. Agenda of all meetings of the Executive Committee, the Board of Directors, and Members shall be prepared or drafted by the Executive Director, approved by the President, reviewed by Association counsel, if any, and distributed to all Officers, Directors, and Members prior to such meetings.

ARTICLE XIV

LEGAL COUNSEL

The Association may retain competent legal counsel to advise and counsel the Association concerning legal matters affecting the business and affairs of the Association.

 

ARTICLE XV

ASSETS AND LIABILITIES

SECTION 1. INTERESTS OF MEMBERS. All interests of each Member in the funds, investments, and other assets belonging to the Association shall cease immediately and terminate in the event the membership of such Member in the Association shall terminate for any reason except through dissolution of the Association. In the event of termination of membership, the Member and the Member’s Executive Representative shall have no claim on the assets of the Association or against the other Members or their Executive Representatives.

SECTION 2. DISTRIBUTION OF ASSETS. Upon dissolution of the Association, and after payment of all indebtedness of the Association, any remaining funds, investments, and other assets of the Association shall be distributed to such legally recognized charitable or tax-exempt organizations as may be selected by vote of the then Members of the Association.

ARTICLE XVI

CALENDAR YEAR

The accounting or fiscal year of the Association shall be January 1 through December 31, unless the Board of Directors provides otherwise.

ARTICLE XVII

INDEMNITY OF OFFICERS, DIRECTORS, AND COMMITTEE MEMBERS

SECTION 1. INDEMNIFICATION. Officers, Directors, committee members and the Association’s employees, agents, and consultants shall be held harmless to the fullest extent allowed by law from any and all liability claimed to arise out of any legal action of such Officer, Director, or committee member in connection with the affairs of the Association or claimed to arise out of any consequence of the programs, publications, or activities of the Association, the Board of Directors, or committees of the Association.

SECTION 2. BONDS. The Board of Directors may require any Officer, agent, or employee of the Association to give a bond to the Association in such amounts as may be satisfactory to the Board, conditioned upon the faithful discharge of duties.

ARTICLE XVIII

AMENDMENTS

These Bylaws may be amended by a two-thirds vote (of the votes cast, not counting abstentions) either of the Members on mail ballot satisfying the quorum requirements or of those Members at any meeting of the Membership at which a quorum is present if notice of proposed amendment is included in the notice of the Membership meeting.