The AMENDED AND RESTATED BYLAWS
OF
Greater California Livery Association, Inc.
Adopted by the Board of Directors – on June 30, 2000
Amended by GCLA Membership – on January 30, 2002
Amended by GCLA Board – on February 1, 2005
Amended by GCLA Board – on December 13, 2011
Amended by GCLA Board – on September 10, 2016
Amended by GCLA Board – on November 16, 2017
Amended by GCLA Board -Unanimously- June 12 and July 21, 2020
Amended by GCLA Board by Unanimous Consent September 22, 2020
Amended by GCLA Board by Unanimous Consent January 26, 2021
Amended by the GCLA Board by Unanimous Consent, December 7, 2021
Amended by the GCLA Board on May17, 2022
ARTICLE I
NAME AND PRINCIPAL OFFICE
Section 1.01 Name.
The name of this association shall be the Greater California Livery Association, Inc. (GCLA), a nonprofit corporation incorporated in the State of California, hereinafter referred to as the GCLA or “the Association”.
Section 1.02 Office.
The principal office of the GCLA shall be located within the Metropolitan Los Angeles Area until otherwise determined by the Board of Directors. Additionally, offices shall be operated in such other locations as may be directed and determined by the Board of Directors of the GCLA
ARTICLE II
PURPOSE
Section 2.01 Purpose.
The purpose of the GCLA is to protect the livery industry from over-regulation and abuse of power by the municipal airports, municipalities, the State of California and the California Public Utilities Commission (CPUC). To that end, the GCLA will hire and/or retain Attorneys, Lobbyist and Public Affairs specialists to represent livery companies in the state.
The GCLA also provides networking opportunities from operator-to-operator and well as opportunities for operators and vendors.
In addition, the Association will strive to provide educational opportunities for membership, such as labor seminars, and from time to time- guidance on best-practices concerning industry operation and service standards.
The GCLA’s Commitment to Diversity
GCLA’s aim is to embrace and foster an inclusive business climate of respect for all peoples regardless of national origin, race, religion, sex, gender identity, gender expression, age, color, sexual orientation or disability. Read our Code of Standards Respecting Diversity:
• Embrace and foster an inclusive business climate of respect for all peoples regardless of
national origin, race, religion, sex, gender, age, color, sexual orientation, or disability.
• GCLA will not tolerate harassment based upon national origin, race, religion, sex, gender, age,
color, sexual orientation, or disability. Harassment definition is based on applicable laws.
• GCLA will not tolerate sexual harassment, whether by employees, members, partners, directors,
customers, or vendors. Sexual harassment definition is based on applicable laws.
*Encompasses oneself, the association, fellow members, clients, suppliers and employees.
ARTICLE III
MEMBERSHIP
Section 3.01 Types of Membership.
There shall be THREE types of membership in the GCLA:
3.02 Regular Active Members (In-State): The Designation "Regular Active Member" shall apply to individuals and entities that meet the following qualifications:
a. Owner or officer of a for-hire ground transportation business that has physical control of one of more vehicles, meeting all applicable licensing and regulatory requirements, in which, vehicles are owned by the individual of entity, are offered on a prearranged basis to the public, for hire and travel, over irregular routes.
b. Regular Membership shall require a current TCP (transportation charter permit) from the California Public Utilities Commission and be in good standing under their rules and regulations.
c. Have paid their dues set by the Board of Directors.
d. Active members shall be entitled to vote at meetings of the membership, or by proxy, and shall be eligible to serve as directors and officers in accordance with these bylaws.
e. A member may designate one of its managers to represent it as a “Regular Active Member” in lieu of the owner or officer, with voting rights. All references to “owner” or “officer” (of a livery business) shall be deemed to include management designees.
f. However, per Section 5.10 (g), any member who moves or changes employment affiliation away from the owner/company who designated them, must relinquish their seat after their term has expired. The new company/owner they work for can run for the GCLA Board seat, and if they win, can re-appoint that former board member to their seat per the rule (e) above in this section. It is intended by the GCLA Board that seats on the Board are reserved to regular members that fit the definitions above in section a, b and c; and designees can only be appointed by the regular member (as defined above in a, b and c) who have first won a seat on the Board by themselves, and as themselves personally, before designees can be appointed from their company.
g. The position on the GCLA Board being occupied by a duely appointed designee shall not be the “seat holder” in perpetuity. The GCLA seat is always reserved to the regular member and the person who won the seat. The seat designee may be removed at will by the “seat holder” and replaced by either themselves (the actual seat holder) or another qualified designee. Should a designee leave the employment of the actual seat holder, the seat will automatically revert to the regular member “seat holder” immediately and not travel away from them and their company with the designee.
3.03 Out-of-State Members: Same criteria and obligations of membership above, except, out of state members have no voting rights, and are not eligible to serve on the Board of Directors, by election or appointment. This membership is designed to promote affiliation, networking, and educational opportunities.
3.04 Vendor Members or Supplier Members:
The designation "Vendor Members" include Dealers, Manufacturers, Coachbuilders, Insurance Companies, Finance Companies, Software Companies, and any other companies providing goods and services to the membership.
a. Pay dues established for the Vendor Member by the Board of Directors (“BOD”).
b. Sponsorships may be available to support meetings or special events. The price for the various levels of sponsorship, will be specified by the President and/or the Executive Board and/or the Board of Directors.
c. If elected to the BOD the vendor members shall have all rights to participate on the BOD as any other Board member, including the right to participate on committees, attend all meetings and vote on any BOD motion or other action requiring a BOD vote.
d. Vendor members will not be permitted to sit on the Executive Committee of the Board. (as previously approved by the Board, and from records of past minutes, confirmed by the Bylaw committee on July 9, 2020 by unanimous vote 5-0, and confirmed by Board vote 13-0 on July 21, 2020)
e. For greater certainty, and to address any sort of favoritism or perceived conflicts,
· Vendor Board Members will have no advantage or discount whatsoever for sponsorship opportunities and will have the same opportunity to purchase sponsorships as all other businesses and entities.
· Vendor board members will not interfere, harass or otherwise create problems with regard to the sale or purchase of sponsorship opportunities. Vendor members will act in the best interest of GCLA at all times.
· Vendor members will be recused from voting on any issues that relate to their business which could in anyway be perceived as a conflict. Should the vendor member not voluntarily recuse his, her or itself from such a vote, the Board May recuse such member on a simple majority vote of a quorum.
This clause will solve for any perceived conflict resulting from a Vendor member having the same rights as all other Board members.
In addition, vendor board members, like all other board members, will complete the GCLA Conflict of Interest Disclosure at the beginning of each term, and will keep the disclosure up to date during the course of their term.
Vendors shall be subject to the member and board of director code of ethics and standards.
f. Vendor members shall own at least 15% of the stock or other ownership measure of their Company.
g. All members shall sign their membership forms, into the future (as of June 12, 2020) future and from current members retroactively, and are to return them to the GCLA, and thereby pledge to adhere to the Code of Standards & Ethics attached below, which will be posted for reference on the GCLA website and are to be included on the Membership Application Form.
3.05 The Greater California Livery Association (GCLA)
Code of Standards and Ethics- Members
I______________________________, agree to follow the GCLA Code of Standards and Ethics for Members of the GCLA, and agree I will abide by the decisions of the GCLA Board of Directors, concerning matters I may bring to the GCLA Board/ Ombudsman’s Committee’s attention for review.
I further agree to follow these standards in my personal and business practices for the advancement of myself, my company and employees, and the industry in which I serve as a model for others.
I affirm that I am a legally licensed business in the State of California, or the state in which I operate, and have all the relevant PUC licenses in place, and agree to keep these in good standing.
Full Name
Company Name
Phone number Business
Phone Number Cell
Signature
Code of Standards & Ethics
1. Member agrees to properly license their business(es).
2. Member agrees to carry the legal amount of business insurance including vehicles and workers compensation plans according to law.
3. Member agrees to carry the legal amount of insurance coverage for all outsourced/insourced work performed.
4. Member agrees to carry and maintain proper permits and licensing for the state in which you operate.
5. Member agrees to honoring all insourced/outsourced work agreements with fellow association members, including timely payments.
6. Member agrees to handling all member-to-member disputes arising from any misunderstandings quickly and through the GCLA ombudsman’s committee.
7. Member agrees to refrain from unfair badmouthing or denigrating the GCLA brand or its members or board including the mal-purposed use of Facebook, LinkedIn and other social media platforms.
8. Member agrees to disclose any conflict of interest to the GCLA/Ombudsman Committee at the time the conflict is known.
9. Member agrees not to use vulgar language, bully, intimidate, threaten or physically (including legally or monetarily) abuse another member(s).
10. Member agrees to keep current with association financial commitments.
3.06 *Code of Conduct Policy for Members of the Board of Directors;
The GCLA is an organization which supports transportation companies throughout California. Participation in the organization’s programs is subject to the observance of the organization’s rules and procedures. The activities outlined below are strictly prohibited. Any participant or staff member who violates this Code is subject to discipline, up to and including removal from the program.
The board of directors is committed to teamwork and effective decision making. Towards this end board members will the following 19 policies for Board Member conduct:
I. Endeavour to represent the broader interests of members and/or stakeholders;
II. Refrain from trying to influence other board members outside of board meetings that might have the effect of creating factions and limiting free and open discussion;
III. Be willing to be a dissenting voice, endeavor to build on other director’s ideas, offer alternative points of view as options to be considered and invite others to do so too;
IV. On important issues, be balanced in one’s effort to understand other board members and to make oneself understood;
V. Once a board decision is made, support the decision even if one’s own view is a minority one;
VI. Not disclose or discuss differences of opinion on the board with those who are not on the board, and the personal or business affairs discussed in GCLA board meetings shall not be discussed with competitors or other entities;
VII. The board should communicate externally with “one voice”;
VIII. Respect the confidentiality of information on sensitive issues, especially in personnel matters;
IX. Be an advocate for the organization and its mission wherever and whenever the opportunity arises in their own personal and professional networks;
X. Disclose one’s involvement with other organizations, businesses or individuals where such a relationship might be viewed as a conflict of interest (see Conflict of Interest Policy);
All Board Members will refrain from the following:
XI. Refrain from giving direction, as an individual board member, to the executive director or any member of staff;
XII. Abusive language towards a staff member, volunteer or another participant.
XIII. Bringing onto GCLA property or events dangerous or unauthorized materials such as explosives, firearms, weapons or other similar items.
XIV. Discourtesy or rudeness to a fellow board member, member, staff member or volunteer.
XV. Verbal, physical or visual displays of harassment of another board member, member, staff member or volunteer.
XVI. Actual or threatened violence toward any individual or group.
XVII. Conduct endangering the life, safety, health or well-being of others.
XVIII. Failure to follow any GCLA policy or procedure.
XIX. Bullying or taking unfair advantage of any participant.
I have read and I understand the GCLA’s Code of Conduct. I agree to abide by the rules described above and understand that I may be removed as a Board Member if I violate any of these rules.
Signature, Print Name, Company and Date.
· (this is to be posted on the website)
Section 3.07 Termination and/or Transfer of Membership
Any Regular Active Member who shall cease to be an owner, officer, designee of a livery company, or an associated vendor business, shall automatically cease to be a member of the GCLA, unless they are an elected Board Member. See Sections and 3.02 (e) and 5.10 (g). Upon written request to the President, Executive Board and/or Board of Directors, they may grant a former Regular Active Member to have Honorary GCLA Membership.
Section 3.08 Suspension and/or Expulsion
Members of any classification shall be automatically suspended for not paying the current year's dues. Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of those present at any meeting of the Board of Directors- provided there is a quorum (a present majority of the board) in attendance for such a vote.
Section 3.09 Reinstatement
Any former member who has resigned or has been suspended for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the currents year's dues. Any other former member may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may see fit.
Section 3.10 Ombudsman Committee
a) There shall be an Ombudsman Committee of three (3) members as follows; the Government Affairs Director, GAD, (or other non-board/non-voting designee- if vacant); and two (2) members of the Board of Directors to be appointed to the OmComm by a majority of the Executive Board. The GAD is a non-voting member. The two appointed board members are voting members of the OmComm.
b) The two board members elected to the OmComm shall serve one-year, non-consecutive, terms. These positions are intended to rotate. If no board members volunteer to be nominated, the board shall appoint two members to serve for this one-year term, even if the OmComm members would be serving another consecutive term.
c) The intent of the OmComm is to streamline and simplify the complaint process for the purpose of settlement or mediation, by and between members, and to evaluate claims of malfeasance, conflicts of interest, or other violations of the Code of Conduct and Ethics members will have agreed to and signed to become a member of the GCLA.
d) The GAD will receive inquiries and complaints, research and investigate claims, and give a report and recommendation to the Two (2) voting members of the OmComm. In turn, the OmComm members will refer their individual vote of non-action or action and their recommendations to the full Board. A unanimous vote of both members is required to bring any matter to the Full Board, and their endorsement of an action or non-action, the recommended action in detail (including the report of the GAD), shall accompany the referral in writing.
e) The OmComm will be primarily concerned with issues related to sections 3.02, 3.03 and 3.04 (above in this article), the Code of Conduct and Ethics (CCE), or other matters assigned to the OmComm via a majority vote of a quorum of the Board, or by personal written direction of the GCLA president- with the requirement that notice of the request to OmComm, be delivered to the Board within 24 hours.
f) A unanimous vote of the OmComm will have immediate affect through such time its’ decision is substantiated by a majority vote of a quorum of the Board, or, is overturned by a majority vote of a quorum of the Board. At such time that a final decision is rendered by the Board, the GAD shall prepare written notice of the Board finding, gather signatures of the two OmComm members, and send the decision by verifiable electronic and post-mail communication to the parties of the complaint or the issue under review.
ARTICLE IV
DUES
Section 4.01 Amount and Due Date.
Dues for membership renewal shall be established by the Board of Directors.
Section 4.02 Delinquent Payment.
Any of the GCLA members who are delinquent in the payment of dues for a period of thirty (30) days shall be notified of such delinquency and advised that the member will be suspended at the end of sixty (60) days of his/her anniversary date. Upon application by the member, a majority of the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.
Section 4.03 Refund of Dues
No Dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE V
MEETINGS AND ELECTIONS
Section 5.01 Annual Meetings and Membership; Quorum
Annual Meetings. An Annual Meeting of the GCLA shall be held in each calendar year at the monthly meeting in December, which also serves as the GCLA holiday party. At this General Meeting, the election of new officers from the November election, will be confirmed by board vote, and the new officers will be installed at the start of that meeting, including the various committee assignments. Voting members of the GCLA shall be invited to attend the meeting and Holiday Party. A quorum is required for the transaction of business at any Annual Meeting.
Section 5.02 Special Meetings
Special Meetings. Special Meetings of the GCLA may be called by the Board of Directors on such dates and at such times and places as determined by the Board of Directors, Ten percent (10%) of the voting members of the GCLA, must be present in person or by proxy, and shall constitute a quorum at a Special Meeting. A quorum is required for the transaction of business at any special meeting.
Section 5.03 General Meetings.
General meetings are to be held on a regular basis in which frequency of such meeting will be determined by the Board of Directors. Such date and such time and place will be determined by the Board of Directors. A General Meeting is a meeting of the members of an organization, designed and held to perform official business of the organization, by means of a quorum (majority) to determine actions for the benefit of its members, the businesses and employees they represent, and the well-being of the communities they collectively serve.
Section 5.04 Notice of Membership meetings.
Notice of the date, time, place and purpose of any meeting of the members of the GCLA shall be given in writing, by email, or using the GCLA website.
a. Annual Meeting; Notice of the Annual Meeting will be sent by email or posted on the GCLA website not less than thirty (30) days prior to the date fixed for such meeting.
b. General Meetings - Notice of a General Meeting will be sent to membership either by email, fax, or posted on the GCLA website not less than seven (7) days prior to the meeting.
b. In addition to Special Meetings above, EMERGENCY meetings can be called by the President with known (verbal or otherwise) support of a majority of the Board, to hold an Executive Emergency Meeting only. If a Special Meeting is determined by a majority vote of a quorum of the Board to be necessary, notice of timeline and procedures for that Special Meeting shall follow the protocol for Special Meetings (above in 5.02).
Section 5.05 Action by Members Without a Meeting.
Whenever members are required or permitted to take action by a vote, such action may be taken without a meeting by written consent, by setting forth the action or decision so taken, and signed by a majority of the members entitled to vote thereon. The vote shall be tallied, and the published results will go to the Board of Directors. To validate these actions/decisions without a meeting, a majority of a quorum of the Board must meet and by vote, affirm or nullify, the act or decisions, under normal rules at the next Board meeting.
Section 5.06 Voting by Active Members.
a) At any such meeting, each Active Member of the GCLA whose dues are fully paid for the current fiscal year, are eligible to vote.
b) Confidential Ballots for Board Meetings only, by means of a recording app, were approved on July 21, 2020 by unanimous Board vote. See section 6.05
Section 5.07 Order of Business.
The “order of business” at Annual Meetings of members shall be as follows:
a. Roll Call (and determination of quorum)
b. Reading of Minutes of the preceding meeting
c. Treasurer's Report
d. Report of Officers
e. Old and unfinished business
f. Special Reports & Actions
g. New Members - reading and voting
h. New Business
i. Election of Officers and Directors
j. Adjournment
Section 5.08 Nomination Process for Directors
It is the intent of the GCLA to have representation on the Board of Directors to generally represent the membership geographically. Three-fifths of the livery companies are located in Southern California; Two-fifths are located in Northern California. If there are ten members of the board, a minimum of six members of the board should be nominated from Southern California and four members should be nominated from Central and Northern California.
In election years for the Board of Directors,
a. Notices for Board seats up for election shall be sent out by the second Tuesday of September.
b. Applications for those board seats shall be sent out by last Tuesday of September.
c. Application are due back to the GCLA office by the second Tuesday of October.
d. Ballots shall be mailed out to membership by the last Tuesday of October.
e. Ballots are due back to the GCLA office by the last Tuesday of November.
f. Board announcements of the winners of those seats shall be announced at the December Board Meeting, and the winners shall be notified by phone call and email.
g. The newly-elected Board Members shall take their seats at the January Board meeting.
h. The election of these new officers shall be affirmed by vote of the Board at the start of that meeting.
The application/nomination process may occur by self-nomination or by President, Executive Board and or Board of Directors and may be done by telephone, fax or email.
Section 5.09 Election of Directors.
Thirty (30) days prior to the Annual Meeting along with the notice of the Annual Meeting, the GCLA office shall email the membership the election ballot and allow the membership to vote for the Board of Directors. The voting time period will be twenty-one (21) days.
It is amended by the Board (9-22-2020; unanimously), that there shall be only one Board seat per company, or group of companies, who are owner by the same owner. The purpose is fair and even representation on the board in order to avoid “packing” the Board.
Section 5.10 Board of Directors.
The Board of Directors will consist of fourteen (14) Regular Active Members whose term will be for two (2) years – four (4) from Northern California, four (4) from Southern California, two (2) from Orange County, two (2) from San Diego, and two (2) At-Large regular member. Plus the three (3) Vendor Members and the Member of Counsel (outlined below), totaling 18.
It is intended for these seats to alternate in their election cycles- nine eight seats up for election in odd years, and the other nine seats in even years. The MOC described below (the 18th seat), is by appointment of the Board and must be reconfirmed ever year by the Board at their regular December General Meeting.
In addition; there will be one (1) Board Member of Counsel (vendor (C) below), and three (3) vendor board seats, whose election cycle will remain in sequence as it was on the day these Bylaws were amended by the GCLA Board on June 12, 2020 (See Section 3.04). In order to preserve the odd-number voting rule to prevent or otherwise discourage tie votes, the GCLA President will refrain from voting unless there is a tie vote in any meeting on any issue, whatsoever. (see Section 7.01 (d). The total is 18 board seats: Regular 14; Vendor 3; MOC 1 = 18.
a) Each year, there shall be elections for the- two (2) members from Northern CA, two (2) members from Southern CA, one (1) member from OC, one (1) member from SD. The following year, the other half of the members from these above regions will have their elections. The three (3) remaining Vendor Members shall have their elections every two year on the current cycle in place at the time of this Bylaw revision dated June 12, 2020
b) The added “13th and 14th Board seat (per above), will be an At-Large regular seat (non-vendor), from anywhere in California. The election for this seat will be made available on the next election cycle after the date of enactment by the board and shall be executed as such by the GCLA President.
c) The Fourth Vendor Member will become “Board Member of Counsel” (the MOC as per above and one of the four seats currently on the GCLA Board) shall serve as “Board Member of Counsel” upon nomination of the president of the GCLA and confirmation of a majority (of a quorum) of the Board. As such, this vendor seat will cease to be an elected position. The reconfirmation process shall be performed every two (2) years and shall take effect within the current schedule for this election cycle that was in place at the time this Bylaw adoption was approved by the Board on June 12, 2020.
d) It is further required, that only members in good standing with two (2) years of membership, shall be required to be eligible to serve on the Board, by their own election, or to be able to appoint a designee to represent them on the GCLA Board, per section 3.02 (f) and (g), and 5.10 (g).
e) In the event that any person shall become unable or unwilling to serve in the office to which he/she has been nominated and elected, the Board of Directors shall nominate and appoint a Regular Active Member to fill the vacancy for the remainder of the term, and if such event shall occur prior to the next annual meeting, the next order of business shall be the meeting of the Nominating Committee to nominate a replacement.
f) The means by which these motions to fill vacancies are as follows, a) a motion naming the proposed replacement and a second to nominate for a vote, b) willing affirmation of the person being nominated to serve, c) a vote of a majority of the Board to affirm (provided a quorum is present), d) official recording of the act of appointment into the minutes of the meeting.
g) Any Director changing his/her ownership or employment from one livery company member to another livery company during his/her term of Directorship shall not be disqualified from serving as a Director. (see Section 3.02 (e), (f) and (g). It is intended by the GCLA Board to delineate the meaning of Director and to reinforce the definitions in 3.02 concerning “seat holders”. The Director is the actual “seat holder”, i.e. the person who meets all the required definitions in 3.02, and is NOT the designee they may have appointed to represent them on the Board.
h) the Board is to determine ties in elections between two or more candidates, by board vote (Private voting if requested), and is NOT to allow “split seats” to be occupied by two or more candidates. The number of seats, and their durations, shall not be augmented, without the due process of amendment to these Bylaws.
*The GCLA president shall have the authority to execute and implement this section, as intended, at the earliest opportunity for the next election/appointment cycle.
Section 5.11 Election of Officers.
The election of officers will take place at a meeting prior to the Annual Meeting of the newly elected Board of Directors. The positions to be filled will be for one term - or until the next annual meeting. The Board of Directors shall elect the Executive Board. The Executive Board is made up of (1) President, First Vice President, Second Vice President, Secretary and Treasurer.
Section 5.12 Advance Notification.
The membership will be informed of all matters of business requiring advance notification in writing by one the following methods: mail, e-mail, fax or any other form of electronic communications and GCLA website, in accordance with the time requirements as stated in the bylaws.
All references to “mail” in the bylaws shall be deemed to include all methods of communications described in this paragraph. The purpose of this provision is to provide for the use of the association’s interactive web site and the latest technology to the fullest possible extent.
ARTICLE VI
BOARD OF DIRECTORS
Section 6.01 Authority and Responsibility.
The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in execution of the powers granted, appoint such as it may consider necessary.
Section 6.02 Composition clarification.
The composition of the Board of Directors shall consist of a minimum of thirteen (13) regular members, and a maximum of seventeen (17) total Board Members. (12 Regional regular members, 1 At-Large regular member, 1 Member of Counsel, and 3 Vendor members = 17)
It is clarified, as of the Board amendment approved unanimously on September 22, 2020- that any member, or member seeking election to the board, is to be classified as a VENDOR if any portion of their business has a vendor aspect to it. Further, in order to be a regular member, or regular board member, they must be an owner/operator, or, an authorized designee as defined elsewhere in these bylaws.
Section 6.03 Failure to Attend Meeting.
a) Any Director who fails to attend two (2) Regular Meetings and/or Conference Calls, during his/her tenure due to unexcused absences, may be removed from office by a two-thirds (2/3) vote of the Directors present at any meeting of the Board of Directors.
b) Directors who seek and obtain permission from the President to miss meetings due to illness, injury, or other matters of obligation, shall be afforded the courtesy and excused with the simple consent of a majority of the Board. Proper notice of the meetings that were missed, must also have been given. Abusive situations shall be determined by the Board or referred to the GAD and the Ombudsmen Committee (OmComm) for review and recommendation.
Section 6.04 Meetings.
One Regular meeting of the Board of Directors shall be held immediately before, after or during the Annual Meeting of members of the GCLA, and eight (8) meetings shall be held during each year, at a time and place fixed by the Board of Directors. The Board must notify the Membership of the meeting date at least 7 days prior to the meeting. Program for the meeting must be posted on the GCLA website no later than seven (7) days prior to the date of a meeting.
The President or any three (3) directors may call special meetings of the Board of Directors at any time. Legal counsel may be present at all meetings of the Board- if so ordered. Ten (10) days written notice by email or fax, of the time and place of the holding of any regular or special meeting of the Board of Directors shall be given to each Director. Any meeting of the Board of Directors may be adjourned to the same or another place or time without future notice to all directors. All meetings of the Board of Directors shall be conducted in accordance with ROBERT'S RULES OF ORDER, Revised, when not in conflict with these Bylaws. At all meetings of the Board, the President or in his absence, the First Vice-President or Second Vice-President and if none are present, a chairman will be chosen by the Board and shall preside.
Section 6.05 Quorum and Voting.
A majority of Directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy except as otherwise provided in these Bylaws or by state or federal law, a majority of a quorum of directors present shall have the power to act.
*On July 21, 2020, the Board unanimously approved the use of a “private ballot” voting app, or by private e-mail, for use at Board meetings. The intent is to allow the Board to use a confidential voting option at the request of any Board member, and to have those votes tallied and confirmed by the President, the Secretary, the By-Law committee Chair, and the Executive Director- at a minimum. It is intended that the Board could- and should- allow for the universal reporting and confirmation of every Board member’s vote after votes are cast. One of the above four mentioned officers will announce the vote, wait for confirmation of the vote tally from the others, and upon confirmation, the minutes will reflect the subject, action, and vote tally.
Section 6.06 Vacancies.
Vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then provided in the Article of Incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the directors. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor, regardless of the time left. See section 5.08 above for reference.
Section 6.07 Removal of Directors.
Any or all of the directors may be removed for cause by a vote the members or by action of the Board. Directors may be removed without cause only by vote of at least two thirds (2/3) of the elected Board of Directors.
Section 6.08 Resignation.
A director may resign at any time by giving written notice to the Board, the President or the Secretary of the GCLA. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such office, and the acceptance of the resignation shall not be necessary to make it effective.
Section 6.09- COMMITTEES (Standing and Ad Hoc)
a) There will be a re-ordering of the standing committees and the addition of Ad Hoc committees- which will be activated if and when the standing committee- in oversight- shall create them. The activation of these Ad Hoc Committees by the standing committee in oversight, shall determine the nature and purpose of the Ad Hoc Committee, directives for their inquiry and reports, and the duration for which the Ad Hoc Committee shall be commissioned. The standing committees and ad hoc committees are set forth below.
b) There is no standing committee named the “Executive Committee” (XComm). The XComm has already been defined elsewhere in this bylaw revision. By definition, XComms are not standing committees in perpetual formation, nor are they AD Hoc committees set to perform anything by commission. The president calls them together to consider emergency matters. This has already been delineated in section 7.01 and 7.07.
c) The following are a list of proposed standing committees, and their assigned Ad Hoc committees. The members of these committees, and their number, shall by determined by the GCLA President and confirmed by the GCLA Board.
1. Finance Committee (Strategic Planning and oversight of Ad Hoc Fundraising Task Force)
2. Governance Committee (oversight of Ad Hoc Bylaw Committee)
3. Ombudsman Committee (this is a permanent standing committee with 2 members, plus the non-voting Ombudsman that also handles Ethics)
4. Legislative Committee (Capital campaigns)
5. Airport Committee
6. Membership Committee
7. Program Committee (Live conferences, trade shows, parties)
8. Marketing Committee (social media, website posts)
d) The Chairs of the Committees of the GCLA must be Directors of the Board.
Section 6.10 Action by Directors without a Meeting.
Whenever Directors are required or permitted to take action by vote, such actions may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon, and returned, to be tallied and published by the secretary, and reported to the Board of Directors.
To validate these actions/decisions without a meeting, a majority of a quorum of the Board must meet and by vote, will affirm or nullify, these acts or decisions, under normal rules at the next Board meeting.
ARTICLE VII
OFFICERS
Section 7.01- PRESIDENT
a) The President shall be the principle executive officer of the GCLA. The President shall preside at all meetings of the GCLA and the Board of Directors. The President shall also serve as a member, ex-officio, of all committees. The President shall appoint or remove all members of each committee, appointees and its chairman. Finally, the President shall be responsible for the general management of the affairs of the GCLA and shall see that all orders and resolutions of the Board are carried into effect.
b) Subject to the control, advice and consent of the Board of Directors, the President shall, in general: Supervise and conduct the activities and operations of the organization. Keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the organization. See that all orders and resolutions of the Board are carried into effect. Be empowered to act, speak for, or otherwise represent the organization between meetings of the Board.
c) The president is authorized to spend $500.00, or less per month, without authorization of the Board. Any bank or monetary transaction in excess of $5,000.00 (Five-Thousand Dollars USD), shall require a notification to both the President, the Treasurer, the Member of Counsel, and the Executive Director- by email or other electronic means, as can be arranged by the GCLA’s bank or other account holder as an automatic notification.
d) In order to preserve the odd-number voting rule to prevent or otherwise discourage tie votes, the GCLA President will refrain from voting unless there is a tie vote in any meeting on any issue, whatsoever. This provision can be rescinded by ByLaw amendment. This shall not prohibit the President from expressing their support or non-support, or general commentary, regarding any issue under consideration in any form or fashion, and preserves the Presidents right to say or otherwise communicate how they would vote if their vote was required.
Section 7.02- FIRST VICE PRESIDENT
The First Vice President shall perform such duties as may be delegated by the President with the approval of the Board of Directors. The First Vice President shall perform the duties of the President in the event of the President's inability to serve, for any reason.
Section 7.03- SECOND VICE PESIDENT
The Second Vice President shall perform such duties as may be delegated by the President with the approval of the Board of Directors. The Second Vice President shall perform the duties of the President or First Vice President, in the event either of the aforementioned are unable to perform their duties, for any reason.
Section 7.04- TREASURER
a) The Treasurer shall be the Chief Financial Officer of the GCLA. The Treasurer shall serve on any budget or finance committee that may be instituted by the President or the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the GCLA.
b) The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. This shall include all contracts with vendors, staff, executive director, and other professional services contracted by the GCLA with any and all service providers. The executive Director shall be given copies of these contracts for related legal and reference purposes.
c) Deposit or cause to be deposited all moneys and other valuables in the name and to the credit of the organization with such depositories as may be designated by the Board of Directors. Disburse or cause to be disbursed the funds of the organization as may be ordered by the Board, including but limited to, contractual disbursements and payments of approved invoices.
d) The Treasurer is required to render to the Chairperson, President and directors, whenever they request it, an account of all of the Treasurer's transactions as Treasurer and of the financial condition of the organization.
e) If required by the Board of Directors, the Treasurer shall give the organization a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer's office and for restoration to the organization of all its books, papers, vouchers, money and other property of every kind in the Treasurer's possession or under the Treasurer's control on the Treasurer's death, resignation, retirement, or removal from office. The organization shall pay the cost of such bond.
LOANS AND CONTRACTS: No loans or advances shall be contracted on behalf of the organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization without express authorization of a majority vote of the Board of Directors.
Section 7.05- SECRETARY
a) The Secretary shall attend all meetings of the members and the Board of Directors and shall keep the minutes thereof. The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors is authorized to use same.
b) The Secretary shall be custodian of all records and documents of the organization which are to be kept at the principal office of the organization and act as Secretary of all the meetings of the Board of Directors. They shall keep the minutes of all such meetings in books proposed for that purpose; Attend to the giving and serving of all notices of the corporation; See that the seal of the organization is affixed to all documents, the execution of which on behalf of the organization under its seal is duly authorized in accordance with the provisions of these Bylaws.
Section 7.06- OFFICERS
Officers shall not act in their official capacity by proxy, or by designation to others, to perform the functions of the President. The 1st VP is the designated replacement of the President, if the President is unable to perform and duty. If this is required, the President will notify the Board that the 1st VP is acting with his authority, and for the duration the 1st VP will be acting in the Presidents capacity. Officers are not permitted to transfer their designated powers in these bylaws, to one another, or to other Board Members without a vote of a majority of the Board for the purpose of replacement due to removal or non-attendance, or other by other means provided in these bylaws.
Section 7.07- EXECUTIVE COMMITTEE
a) The five (5) officers of the GCLA Board are considered to be the Executive Committee of this organization. These shall be the President, the 1st VP, the 2nd VP, the Treasurer, and the Secretary. The chair of the Executive Committee shall be the President.
b) The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board; provided, however, 1) that the five (5) members of the Executive Committee shall be unanimous in approving an action or decision; 2) the Secretary shall notify the whole Board of the action or decision; and 3) the action or decision must be validated by a majority of the Board at the next regular meeting.
c) The Secretary, who is one the five executive committee members, shall send to every Board Member a summary report of the business conducted at any meeting of the Executive Committee. When a decision can be deferred until the next Board meeting, the Executive Committee shall not act on the matter.
d) No Executive Committee meeting shall be held in lieu of a regular Board meeting, unless agreed to by a majority of the Directors. (GCLA section 5.02 and 6.10 require board approval as confirmation for actions taken at special meetings, and actions by directors without a meeting, respectively)
ARTICLE VIII
EXECUTIVE DIRECTOR
Section 8.01
This Section intentionally left blank. The GCLA contract with any Executive Director is to be an addendum to these bylaws in this section.
ARTICLE IX
FINANCE
Section 9.01 Bank Accounts.
The funds of the GCLA shall be deposited from time to time by the Treasurer. The Board of Directors may provide for an account at any bank for the payment of expenses of the office of the GCLA. Three (3) members of the Board will be appointed by the president to be signers on the general checking account and may provide for such conditions as two signatures for withdrawals and balances as the Board of Directors may deem appropriate, with one being the Treasurer.
Section 9.02 Fiscal Year.
The Fiscal year of the GCLA shall be prescribed by the Board of Directors, unless otherwise amended. The fiscal year of the GCLA shall be from March 1 to the last day of February, every year.
Section 9.03 Budget.
The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the GCLA.
Section 9.04 Financial Reports.
The Treasurer shall furnish to the Board of Directors, at the Annual yearly meeting of the Board of Directors, a financial report of the GCLA for the preceding calendar year, and at each meeting a financial update of the financial condition of the GCLA.
Section 9.05 Audit of Accounts.
A Federal Tax Return shall be prepared annually by a Certified Public Accountant (CPA) The Board of Directors may call for an independent audit, supervised by the Board of Directors at any time.
ARTICLE X
LIMITS ON LIABILITIES
Section 10.01 Limited Liability.
a) Nothing contained herein shall constitute members of the GCLA as partners for any purpose. No member, agent or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent or employee of the GCLA. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.
b) The GCLA shall maintain a Directors Insurance Liability Policy in the amount of $1,000,000.00 (One-Million USD), and a business insurance policy in the amount of $1,000,000.00 (One-Million USD). The GCLA recognizes these policies are not one in the same and will be maintained in good faith for the GCLA and its members. The Bylaw Committee shall review the adequacy of these policies on a yearly basis, and make recommendations to the GCLA Board accordingly.
ARTICLE XI
SEAL
The seal of the GCLA shall bear the name of the GCLA the year of its creation, and the words "Corporate Seal".
ARTICLE XII
CONSTRUCTION
If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.
ARTICLE XIII
DISSOLUTION
The GCLA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and upon the final dissolution of the GCLA, no part of said funds shall insure or be distributed to members of the GCLA. On such dissolution, the funds of the GCLA may be paid over to a successor created by the reorganization of the GCLA, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
ARTICLE XIV
AMEMDMENTS
The Bylaws of the GCLA may be amended at any annual meeting, or at any special meeting regularly called for that purpose, or by a Board of Directors meeting, by a simple majority of all voting members of the Board of Directors, or the GCLA complete membership if at the annual meeting or special meeting, who are present in person or by proxy. A quorum of each of these bodies assembled, must be certified before motions and votes can be taken to amend the Bylaws.
CERTIFICATE OF SECRETARY
I certify that:
1. I am the Secretary of the Greater California Livery Association, Inc.
2. The attached Amended and Restated Bylaws are the Official Bylaws of the Corporation approved by the Board of Directors Members effective July 21, 2020.
DATED:
__s/s on file_________________________
Secretary
__s/s on file _________________________
By-Laws Committee Chair
I affirm this is an accurate and current copy of the GCLA Bylaws, as recently amended on the dates shown on page 1, and below, and is appropriately signed by the officers whose signature appear on this page and are on file.
_________________________________
Matthew H. Richardson
Government Affairs Director
GCLA
Attested to this 30th Day of May, 2022