| By-Laws |
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APPROVED:
AMENDED: ARTICLE 1 SECTION 1: TITLE. The name of the Association shall be the “PROFESSIONAL TOWING AND RECOVERY OPERATORS OF ILLINOIS, INC.” (Hereinafter referred to as PTROI). ARTICLE 2 SECTION 1: BASIC AIMS. The PTROI is a non-profit organization whose basic aims are: a. To serve the public interest. b. To provide the public with adequate and professional services, operating with safety and c. To make possible the maximum in cooperation with governmental and law enforcement agencies. d. To promote economic stability and profitability for its Members through the dissemination of information on cost saving practices and economy through group activities. e. To foster and promote friendly, cooperative relationships among all professional towing and recovery operations and their principals. f. To maintain relationships between the Members on the one hand, and governmental agencies, affiliated businesses and the public, on the other hand to the end that the latter can better understand the problems and contributions made by Members. g. To encourage enlightened legislation and the rules and regulations of regulatory bodies, which will enable the industry represented by the Members to accomplish more completely these aims and precepts.
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SECTION 2: CODE OF ETHICS. a. Members shall encourage the American Free Enterprise system. b. Each Member owes a duty of integrity, honor, fair dealing, and courtesy to the general public and the other Members of the Association in the operation of all facets of his business. c. Members shall strive to achieve cleanliness and neatness of equipment and drivers at all times. d. Members shall comply with all city, county, state and federal laws and it shall be the duty of the Association, insofar as possible, to keep Members informed as to them and their application, as well as the rules and regulations promulgated by all the regulatory bodies designated to administer and enforce such laws. E. Members shall employ truth and accuracy in advertising and soliciting, and they shall honor any commitments made in the course of business. F. Members shall bring to the attention of the Association office any information believed to be a violation of any law or regulation and aid in the enforcement of all laws and regulations. G. Members shall strive to improve their internal business methods to strengthen their economic well-being to the end of being better able to serve the public and conform to these By-laws. ARTICLE 3 MEMBERSHIP AND DUES SECTION 1. CLASSES OF MEMBERS The classes of Members shall be: a. Regular Members, b. Associate Members, c. Affiliate members and d. Founding or Charter Members. SECTION 2. DEFINITIONS a. Regular Members. Any towing and recovery service to which the operation of motor vehicle towing equipment is an integral part of the economic viability of the business not incidental to a repair or service facility, subscribing to the aims of the Association and complying with the rules and regulations of the Association shall be eligible for Regular Membership. If a Member firm is a corporation or partnership, it shall designate a person to be the official delegate. In a sole proprietor Member firm, the owner shall be considered the official delegate.
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b. Associate Members. Any organization, firm, corporation, Association or person that cannot be described by Paragraph “a” above and that manufactures or sells equipment, materials or services used by the Regular Members shall be eligible for Associate Membership. Associate Members shall have no vote either directly or indirectly or by delegate or in any other manner on any matter considered by the Association. Associate Members shall be entitled to listing in the Association Membership roster and to receive all general communications from the Association, and shall be eligible to attend the Annual Meeting of the Association and other Association meeting and events. c. Affiliate Members. Any person that cannot be described by paragraph “a.” above, and is employed by Regular Members, or has demonstrated a special interest in the towing profession may apply to be an Affiliate Member of the PTROI. Affiliate Members shall have no vote either directly or by delegate or in any other manner on any matter considered by the Association. Affiliate Members shall be entitled to listing in the Association Membership roster and to receive all general communications from the Association, and shall be eligible to attend the Annual Meeting of the Association and other Association meetings and events. d. Founding Members and Charter Members are those Members that participated in the original chartering of the Association in Illinois. e. Membership Admission. 1. Applications for membership in the Association shall be in writing and filed with the Membership Committee. Applications shall be signed by the applicant and may be signed by a member of the Association as sponsor and shall contain such information as may be required by the Membership Committee 2. The name of each applicant for active membership shall be published in the first appropriate issue of the Association Newsletter following receipt of the application or be published in a letter to each paid member. 3. If no written objection to the admission of the applicant is filed with the Association within 10 days after the mailing to members of the issue of the newsletter in which his application is published, the applicant shall be admitted.
Page 6 of 18 4. If written objection to the admission of the applicant is filed within the time provided in the proceeding subsection, the application and all objections shall be submitted to all members of the Board of Directors. A majority vote of those members elects the applicant to membership. An applicant against whom an objection has been filed shall be given at least 10 days notice, by mail directed to her/him at the address appearing on the application, of the nature of the objections against her/him and of the time and place at which he/she may be heard thereon. SECTION 3. MEMBERSHIP FEES AND DUES: a. Regular Members. Dues for each Regular Member firm shall be as from time to time determined by the Board of Directors, payable as determined by the Board. b. Associate Members. Dues for each Associate Member shall be as from time to time determined by the Board of Directors, payable annually. C. Affiliate Members. Dues for each Affiliate Member shall be as from time to time determined by the Board of Directors, payable annually. D. Dues are defined as an annual amount set yearly by the Board to keep membership active and are due when billed. E. Fees are defined as any pledged/contracted amount for any service/products of the member organization including, but not limited to, advertising, promotional material, convention booths, novelties ordered by member or member’s company. Such fees to be paid within thirty days of billing said fees in order that said member will be considered in good standing. SECTION 4. TERMINATION OF MEMBERSHIP. Any member who is 30 days in arrears and the dues remain unpaid, membership of that member shall automatically be terminated. SECTION 5. MEMBERSHIP YEAR. The Membership year shall extend from January 1 to December 31. New members will be prorated after the 6th month to no less than one half year dues. SECTION 6. NON-LIABILITY FOR DEBTS OF THE CORPORATION. The private property of the Officers, Directors, Members and employees shall be exempt from execution or other liability for the debts of the PTROI and no officer, director or Member shall be liable or responsible for any debts or liabilities of the PTROI. SECTION 7. Upon being paid, membership dues of any kind are non-refundable either in whole or in part.
Page 7 of 18 ARTICLE 4 SECTION 1. ANNUAL MEETINGS. The Annual Meeting of the Association shall be held at such time and place as may be determined by the Board of Directors. The Secretary of the Association shall give, or cause to be given, notice of the meeting to each member of the Association at least 30 days before the meeting is to be held. SECTION 2. SPECIAL MEETINGS. Meeting of Members other than annual meetings may be called by the President or Board of Directors, either at their own discretion or shall be called upon written request of 10% of the Members in good standing. Special meetings shall be held at such time and place as may be determined by the Board of Directors. Due notice shall be given to every Member at least 30 days preceding the meeting. The notice of the special meeting shall contain a statement as to the purpose of the meeting. SECTION 3. There shall be at least two general membership meetings a year, including the Annual Meeting. SECTION 4. PARLIAMENTARY PROCEDURE. All questions on parliamentary procedure that may come up at meetings shall be settled in the order named according to the By-laws of this Association, or the latest edition of Roberts Rules of Order. SECTION 5. QUORUM. Twenty members in good standing shall constitute a quorum. SECTION 6. PROXIES. Proxies are permitted at Membership meetings in the following manner. Any official delegate member may on member company letterhead deliver to the secretary a written statement designating the proxy from member company. SECTION 7. TELECONFERENCING When a board meeting is scheduled a distance of 100 miles or more from a member and upon notice to the Administrator via fax or email from a board member(s) in good standing, the Administrator will see to it that a teleconference line is in place for the meeting of the board of directors. Teleconferencing may be used for the purpose of attendance at least 2 times per calendar year if a quorum is physically present. There will be no proxies allowed via teleconferencing.
Page 8 of 18 SECTION 1. ELECTION PROCEDURES SECTION 2. Only one official delegate of a member firm in good standing will be eligible to vote. Their duties shall be, along with the General Counsel of the Association at the time, to supervise the elections or votes of record, count the votes, and decide all questions concerning the eligibility of the voters. At each annual meeting a complete alphabetical list of all members entitled to vote as such meetings shall be furnished by the secretary. SECTION 3. At each Annual Meeting, the President or presiding officer of the meeting shall appoint two inspectors including the Treasurer and Secretary. The board of Directors shall elect at a regular board meeting prior to the election, one other board member in good standing. Their duties shall be, along with the General Counsel of the Association at the time, to supervise the elections or votes of record, count the votes, and decide all questions concerning the eligibility of the voters. At each annual meeting a complete alphabetical list of all members entitled to vote at such meetings shall be furnished by the secretary. SECTION 4. MAIL BALLOTING FOR ELECTION OR REFERENDUM question
. Page 9 of 18 SECTION 1. OFFICERS. The Officers of the Association shall be: President, First Vice President, Second Vice President, Secretary and Treasurer SECTION 2. COMPENSATION. No compensation shall be paid to any elected member of the Board of Directors, or to any elected officer of the Association, except as reimbursement for actual expenses necessarily incurred on Association affairs such as for travel expenses to meetings, conferences, or in performing committee assignments. SECTION 3. All officers shall be selected from the membership of the Association. A qualification for officers shall be that they be members in good standing for a period of at least two years immediately prior to their nomination. SECTION 4. The immediate past president of the Association shall, ex-officio, be a member of the Board of Directors with voting powers. SECTION 5. In the event the President shall resign, die, or become incapacitated (as determined by the Board of Directors) the First Vice President shall become president Pro-Tem for the remainder of the President’s term.
ARTICLE 7 SECTION 1. The duties of the Officers shall be such as are implied by their respective titles, and which usually pertain to their respective offices together with such other duties as are specified in these by-laws or may from time to time be delegated to them by the Board of Directors. SECTION 2. PRESIDENT. The President shall be the principal executive officer of the Association, preside at all its Membership meetings, shall have authority to appoint all committees and be an ex-officio member of all committees with voting power, with the exception of the nominating committee. SECTION 3. VICE PRESIDENT. In the absence of the President, the First Vice President shall exercise all of the functions of the President. In the absence of the First Vice President, the Second Vice President shall exercise all of the functions of the First Vice President. SECTION 4. SECRETARY. The Secretary shall attend all meetings of the Association and Board of Directors, keep a record of their proceedings, carry out orders of the Association, and keep an up to date list of all Members of the Association. The Secretary shall send or cause to be send notices of all meetings and conduct the official correspondence of the Association at the direction or the President or Board of Directors. The Secretary shall serve as a member of the Nominating committee.
Page 10 of 18 SECTION 6. VACANCIES. Except in the office of President, vacancies may be filled by the Board until the time of the next election. SECTION 7. BONDS. The Board of Directors may require the President and Treasurer, and any other officer, agent, or employee of the Association charged with the responsibility for the custody of any funds to be bonded in such sum and with such surety as it may determine, at the expense of the Association. SECTION 8. TERM OF OFFICE. The term of office for the Officers of this Association shall be two years. ARTICLE 8 SECTION 1. MEMBERS OF THE BOARD. The Board of Directors shall consist of the elected Officers, the Immediate Past President (with voting rights), and fifteen (15) Directors at large. a. Election of Directors. Fifteen (15) Directors shall be elected by the General Membership at the Annual general Membership Meeting. The PTROI Nominating Committee shall prepare and provide each regular member in good standing with a slate of eligible candidates and a ballot from which each member will select fifteen (15) Directors. Balloting may be by mail, as provided by the PTROI by-laws, or deposited in a ballot box at the Annual General Membership Meeting. b. In the event that fifteen (15) Directors are not elected by the Regular Members or should a vacancy occur, the President, with the approval of the Board for a 90 day probationary period may appoint regular Members to serve as Directors until such time as Directors are properly elected. c. The term of office of all Directors will be two years and will alternate years with that of the Officers.
Page 11 of 18 e. Any Director not paid up on their membership dues shall be dropped from their Directorship for the remainder of their term. SECTION 2. DUTIES OF THE BOARD OF DIRECTORS. The Board of Directors shall administer all business carried on by the Association, under the direction and control of any annual or special meeting of the Members. It may also make rules and regulations for the purpose of carrying out the provisions of the Association’s by-laws which may not be specifically set forth therein, as well as set up working procedures to carry out the work of the Association in an efficient manner. SECTION 3. BOARD MEETINGS. The Board of Directors shall meet immediately after the election of the directors, and at such times and places as may be decided upon by the Board. SECTION 4. QUORUM. At any Board meeting, one fourth (25%) of the number of existing Directors shall constitute a quorum; said count not to include officers. Vacancies on the Board of Directors may be filled by the President for a 90 day probationary period with the approval of the Board of Directors. SECTION 5. VOTING. Each Director shall be entitled to one vote at any meeting of the Directors. No company shall be represented in such a way that it has more than one vote. However, any Director, elected or appointed and serving at the time of the adoption of these by-laws may continue to serve as a member of the Board of Directors, subject to the provisions and restrictions of these by-laws, until the next regular election as prescribed by these by-laws. Voting shall be by role call except in cases where a secret ballot is requested. SECTION 6. PROXIES. When a member of the Board of Directors is unable to be present to vote, they may assign a proxy from their company to represent them. The proxies name will be known when the Board of Directors is elected. The proxy's names will also be kept on file in the PTROI office so that any member may have the right to know who they are.
Page 12 of 18 SECTION 1 . STANDING COMMITTEES. There shall be the following standing committees of the Association: Executive, Finance, Public Relations, Legislative, Education and Training, Convention, Insurance, Membership, by-laws, and Board of Review. Each committee shall have a chairman and as many Members as may be needed to perform the work of the committee. SECTION 2. APPOINTMENTS. The President with the Approval of the Board of Directors shall appoint all committee Members. All committees shall serve for one year or until their successors are appointed. ARTICLE 10 SECTION 1. EXECUTIVE COMMITTEE: The Executive Committee shall consist of the President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer, immediate past President, Administrative Assistant, and one other member in good standing. The committee shall meet at the call of the President or Treasurer and shall act on all matters that in its opinion cannot be postponed until the next scheduled meeting of the Board of Directors and does not justify a special meeting of the Board of Directors. All actions taken by the committee shall be reported to the Board of Directors at their next scheduled meeting. SECTION 2. FINANCE COMMITTEE: The Finance Committee shall consist of the President, the Treasurer and three Members in good standing. The Finance Committee shall present a detailed budget to the Board of Directors for approval by the December Board Meeting. A copy of the budget, as approved by the Board of Directors shall be mailed to each Member firm with a copy of the annual Treasurer’s Report. SECTION 3. PUBLIC RELATIONS COMMITTEE: This committee shall interpret the Association’s aims and achievements, shall establish ways to cooperate with various segments of the industry in common endeavors, and shall try to specify and adjust problems arising from the Association’s dealings with government officials, other Associations and the public. SECTION 4. LEGISLATIVE COMMITTEE: This committee shall study current legislative developments affecting the towing and recovery industry, report their findings to the Board of Directors for such action as it may deem necessary. This committee shall have the right to set forth the type of legislation which best serves the interests of the Association.
Page 13 of 18 SECTION 6 CONVENTION COMMITTEE: Convention/special events committee will be responsible for the planning and conducting the convention and any special events of the organization. They will report to the Board an outline of the event(s) including, but not limited to, location, budget items, contractual commitments, committee meeting schedule. The board will ratify committee plan by a simple majority of the Board. SECTION 7. MEMBERSHIP COMMITTEE: This committee shall direct the work of securing and maintaining Members. SECTION 8. BY-LAWS COMMITTEE: This committee shall annually review the By-Laws of the Association and recommend to the Board of Directors any changes they deem appropriate. SECTION 9. BOARD OF REVIEW: The Board of Review shall consist of the President, acting as Chairman, and three Members in good standing, plus one alternate Member. The Board of Review will consider any complaints from Members about any other Member and shall attempt to resolve any differences between Members. All findings and discussions of the Board of Review shall be brought to the attention of the Board of Directors at their next scheduled meeting. SECTION 10. OTHER COMMITTEES: The President, with the approval of the Board of Directors, may from time to time appoint such other committees as needed and grant them the powers with which to carry on their work. SECTION 11. COMMITTEE POLICIES. Committees shall be governed by the following: a. The vote of the majority of its members shall be the vote of the committee. b. Officers and Directors may also serve on committees or as chairman of committees. c. No committee may make any expenditure that has not been included in the annual budget or otherwise approved by the Board of Directors. ARTICLE 11 SECTION 1. An Administrative Assistant may be employed by the Board of Directors, and unless otherwise provided for in an agreement approved by the Board, shall serve at the pleasure of the Board. The Administrative Assistant shall be an ex-officio Member of the Board of Directors and all committees without voting rights.
Page 14 of 18 ARTICLE 12 SECTION 1. Special assessments shall be presented to the general Membership at a general membership meeting and require a two-thirds (2/3) majority vote of the Members present in good standing. Notice of such meeting shall be given according to the provisions of Article 15 of these by-laws. SECTION 2. Approved special assessments shall be due and payable within 60 days of approval. SECTION 3. Members not paying special assessments within 60 days may be placed on probation by the Board of Directors and show cause why their Membership should not be withdrawn. ARTICLE 13 SECTION 1. These by-laws may be amended by a majority vote of the Members in good standing provided the proposed amendment has been included in the call of the meeting, and proper notice has been given as specified in these by-laws. ARTICLE 14 SECTION 1. FISCAL YEAR. The fiscal year shall be from January 1 through December 31. SECTION 2 BUDGET The budget will be set by a date called by the Treasurer in September, but no later than November 30th. The chairs of each committee expending Treasury funds should be present, however if unable, they should send by mail or fax the budgetary need of the committee on which they serve. ARTICLE 15 SECTION 1. When notice of any meeting is required by these By-laws or by any law or regulation, such written or printed notice stating the place, day and hour or the meeting shall be delivered to all members entitled to such notice not less than ten(10) nor more than sixty (60) days before the date of the meeting. Notice of a regular or special meeting shall be delivered either personally or by US mail, fax communication, or E-mail by or at the direction of the Secretary, or upon default of duty of the secretary, by the President or
Page 15 of 18 ARTICLE 16 SECTION 1. Upon evidence being presented to the Board of Directors by any member thereof as to the misfeasance or malfeasance in office or gross dereliction of duty by any officer or Director of the Association, the officer or Director so charged being present shall be given an opportunity to answer to rebut such charges, or being absent shall be given notice thereof by certified mail with a request that he immediately respond thereto. In the event that the Board of Directors upon full consideration of any such charges and any answer, response or rebuttal thereto by the officer or Director charged shall find that such officer or Director is guilty of substantial misfeasance or malfeasance of office or gross dereliction or his duty to the Association, the Board of Directors may by a three-fourths (3/4) vote remove such officer or Director. ARTICLE 17 SECTION 1. In addition to the manner prescribed in Article 3, Section 4 of these by-laws, the membership of any member may be terminated in the following manner: Any member may be censured, suspended or expelled by the Board of Directors for misconduct in his relations with the Association or for misconduct or bringing discredit to the profession. Such member shall first be offered the right to a hearing before the Board of Directors on no less than ten (10) days prior written notice. This notice shall be served by certified mail directed to the member at his address appearing on the records of the Association, stating the nature of the charges against him and the time and place at which he may be heard thereon. If a member is convicted of a felony, his membership shall be automatically revoked. SECTION 1. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for charitable, educational, or religious or scientific purpose as shall at the time qualify as an exempt organization under Section 501 (c) (3) of the Internal Revenue code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the board of Directors shall determine. Any such assets not so disposed shall be disposed of by the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
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