Bylaws of NATSO
Article I Name
Section 1 The name of this membership
corporation is NATSO Inc.
Section 2 The principal office of the
corporation is to be located in such place as the Board of Directors may
direct.
Section 3 Its duration shall be
perpetual.
Section 4 When the context plainly indicates,
reference in the singular shall be read in the plural and vice versa,
and references to gender shall be read in the generic. Headings
are inserted for convenience only; and conflict is to be resolved in
favor of the text. If any portion of these Bylaws is determined
unlawful, it shall be deemed severed and the remaining provisions shall
stand.
Article II Objectives
Section 1 The objectives of the Association
shall be: to stimulate and advance the general welfare and image
of the travel plaza and truckstop industry; to foster and encourage the
practice of honesty and integrity in the personal and professional
conduct among its members and in the travel plaza and truckstop
industry; to articulate and advocate the needs of the industry before
government; to promote the commercial interests of its members; to
provide opportunity for the exchange of opinions and business experience
through discussion, study and publication; to acquire, maintain and
disseminate data and other information about the industry or its
collective members; and to perform all desirable and lawful functions
necessary for the beneficial and efficient operation of the
Association.
Section 2 It is the undeviating policy of the
Association to comply with the letter, intent and spirit of the
antitrust laws of the United States in all its activities and
functions. All Association activities or discussions shall be
avoided that violate such laws and that might be construed as tending to
(1) raise, lower or stabilize prices; (2) regulate production; (3)
allocate markets; (4) encourage boycotts; (5) foster unfair trade
practices; or (6) assist in monopolization. The Association shall
comply with applicable tax exemption requirements, including the
requirements that the Association not be organized for profit and that
no part of its net earnings inure to the benefit of any private
individual. The Board of Directors shall take all steps to ensure that
these policies are maintained.
Section 3 In accordance with these
objectives, the corporation shall have and exercise all the powers
conferred by the laws of the State of Delaware and generally to take any
and all necessary and proper actions that may not be contrary to
law.
Article III Membership
Section 1 There shall be four (4) classes of
Association members: Regular Members, Allied Members, Associate Members
and International Members.
Regular Member -- any individuals or firms engaged in the active
operation of one or more travel plazas and truckstops are eligible to
become Regular Members. A "member location" shall be defined as
any travel plaza or truckstop owned and/or operated by a NATSO member
and for which dues have been paid. An “Independent
Member” shall be defined as a Regular Member who is engaged in
operating at least one (1) but not more than five (5) member
locations. A "multiple unit member" shall be defined as a Regular
Member who is engaged in operating at least six (6) but fewer than
twenty five (25) member locations. A “Chain Member”
shall be defined as a Regular Member who is engaged in operating twenty
five (25) or more member locations.
Allied Member -- any individuals or firms that supply a service or
product used in the operation or promotion of a travel plaza or
truckstop are eligible to become Allied Members.
Associate Member -- any individuals or firm with a substantial
business interest in the travel plaza and truckstop industry but who do
not qualify for membership as a Regular or Allied member is eligible to
become an Associate Member in one of the two following categories as
appropriate:
a. General Associate -- would include entities such as trucking
companies and others involved in the transportation industry that do not
qualify for Regular, Travel Plaza Associate or Allied membership; or
b. Travel Plaza Associate -- would include entities such as real
estate developers and/or their client; consultants representing
companies intending or planning to build a travel plaza, or a client who
has begun construction; or businesses or individuals intending or
planning to build a travel plaza, who do not, at the time of application
to NATSO, qualify for membership as Regular Member, except those
companies or individuals who offer to travel plazas or truckstops
development, market research or marketing shall qualify for Allied
Membership only.
International Member -- any individual or firm engaged in the active
operation of one or more travel plazas or truckstops, not domiciled in
the United States of America or its possessions, is eligible to become
an International Member.
Section 2 Membership status shall be granted upon payment of
dues and applicable fees and acceptance of the membership application by
the Board of Directors. Preliminary acceptance for membership may
be granted by the Association President, or such staff member as the
President designates.
Section 3 Regular,
International and Allied Members shall be entitled to vote and hold
office in the Association as provided in the Bylaws. Associate
Members shall not be entitled to hold office or to vote, except as
otherwise provided in the Bylaws.
Section 4 The Board of Directors shall have
the power to fix a schedule of dues for and within each class.
Section 5 A Member who resigns or who fails
to pay the annual dues within sixty (60) days after the Member's
anniversary of joining may, after written notice, be removed from
membership, and shall thereupon forfeit all rights and privileges in the
Association, but shall remain liable to the Association for dues and
other obligations accrued prior to removal or resignation. A
former member may be reinstated upon a showing of eligibility and
payment of all outstanding obligations and the current year's dues and
all applicable fees. For any cause other than nonpayment of dues,
no member shall be removed except by action of the Board of Directors
after due notice in writing to the member at least twenty (20) days
prior to the meeting of the Board at which the opportunity for hearing
is given.
Article IV Board of Directors
Section 1 The Association shall be governed
by the Board of Directors, whose members shall be nominated and elected
as provided in these Bylaws. The members of the Board shall, upon
election, begin to perform their duties at the beginning of the next
fiscal year and shall continue in office until their successors take
office.
Section 2 The Board of Directors shall have
control and direction of the affairs of the Association, including the
setting or changing of its policies and the monitoring of implementation
of its policies. It shall also have the authority to appoint a
President and to take all necessary and desirable action in the conduct
of the business of the Association. The Board of Directors shall
have the final power to interpret the Bylaws of the Association.
Section 3 The Board of Directors shall
meet at least three (3) times per year, the last of which shall be
designated as the annual meeting. Notice of any meeting shall be
provided by the President or the Secretary/Treasurer to each Director
and Officer thirty (30) days prior to the meeting, specifying date,
location and proposed agenda or purpose. In addition, special
meetings of the Board shall be held at the call of the Chairman of the
Board, or upon the written request of any five (5) members of the
Board. Absence from two (2) consecutive meetings of the Board
without written excuse filed with the President, which is deemed
adequate and so recorded by the Board, shall constitute automatic
resignation from the Board.
Section 4 The Board of Directors shall
consist of seventeen (17) members: seven (7) At-Large Directors, the
five (5) Officers, four (4) Chain Directors and one (1) Allied
Director.
Section 5 A majority of the members of the
Board of Directors shall constitute a quorum for the transaction of
business at its meetings. Voting rights of any Director or Officer
shall not be delegated to another person nor exercised by proxy.
Action by the Board shall require a majority of votes where a quorum
exists, unless otherwise provided by these Bylaws or applicable law.
Section 6 If and when the respective
Directors or Officers entitled to vote shall unanimously consent in
writing to any action taken by the Board or Committee, either before or
after the action is taken, such action shall be as valid a corporate
action as though it had been authorized and/or ratified at a meeting and
the written consent shall be filed with the minutes of the next
meeting.
Section 7 A Director or Officer may
participate in a meeting of the Board of Directors by conference
telephone or similar communication equipment by which all persons
participating in the meeting may hear each other, if all participants
are advised of the communication equipment and the names of the
participants in the conference are disclosed to all participants.
Participation in a meeting pursuant to this Section constitutes presence
in person.
Section 8 The most recent edition of Roberts Rules
of Order Newly Revised shall govern the conduct of all meetings of the
Association, including its Boards and Committees, when not in conflict
with Delaware law, the Articles of Incorporation or these Bylaws.
Article V Election of the Board of Directors and Nominating
Committee
Section 1 The At-Large Directors shall be
elected by the Regular Members and shall serve terms of three (3)
years. Any person with an ownership interest in an Independent or
Multiple Unit location and who is actively involved in its operation is
eligible to be an At-Large Director. In addition, any individual who is
actively involved in the operation of an Independent or Multiple Unit
location, but does not have an ownership interest in the location, is
eligible to serve as an At-Large Director, provided he or she submits
written approval to the NATSO President from an owner of the Independent
or Multiple Unit location. Directors shall be eligible for two
consecutive full terms of office; however, a person who has previously
served as a director may again be elected one year after having held the
position.
Section 2 The Leadership Development and
Nominating Committee shall be appointed by the Chairman of the
Board. The Leadership Development and Nominating Committee shall
consist of at least five (5) persons and shall include at least three
(3) members of the Board of Directors, up to two (2) past Chairmen of
the Board and at least two (2) members from the general
membership. All members of the Committee must be Regular members.
The Chairman of the Leadership Development and Nominating Committee must
be a member of the Board of Directors, selected by the Chairman-Elect
within sixty (60) days following the annual meeting.
The membership will submit to the Leadership Development and
Nominating Committee its choices for representation on the Board of
Directors provided a vacancy exists or will occur. The Leadership
Development and Nominating Committee shall also place into nomination at
least one candidate for each vacant At-Large Director. The Leadership
Development and Nominating Committee shall also place in nomination
nominees for Officers which the Board is to elect. The list of
nominees shall be forwarded in writing to the President not less than
forty-five (45) days prior to the Annual Meeting.
Section 3 The President shall distribute a
list of the nominees for each At-Large Director on an appropriate ballot
to each Regular Member who is eligible to vote under Article V, Section
4. Ballots must be provided in writing or electronically at least
thirty (30) days in advance of the Annual Meeting, and they must be
returned to the President no less than ten (10) days before the Annual
Meeting. Ballots must also provide for write-in votes.
Section 4 Each Independent or Multiple Unit
member, whether individual, firm, partnership or corporation, shall be
entitled to one (1) vote for the At-Large Director. In order to be
qualified to vote, a person must have an ownership interest in the
travel plaza or truckstop and be actively involved in its
operation. The President shall have the authority to verify
qualification of voters.
Section 5 The votes for each election
shall be ratified by the Board of Directors. In the event of a
tie, a run-off election shall be held. The candidate receiving the
largest number of votes shall be deemed elected and the results shall be
reported to the Board of Directors and announced officially to the
membership in a regular publication.
Section 6 If a vacancy occurs on the Board of Directors for any
reason prior to the expiration of that director’s term, the
position is filled for the unexpired portion of the term by majority
vote of the Board, based on recommendations from the Leadership
Development and Nominating Committee.
Section 7 An Allied Director shall be elected
as the representative of the Allied Membership for a term of three (3)
years. Any Allied Director shall be eligible for two (2)
consecutive full terms of office. The Allied Members will submit
to the Leadership Development and Nominating Committee their choice(s)
for representation on the Board of Directors, provided a vacancy exists
or will occur in the Allied Directorship, following the same procedures
as for the selection of At-Large Directors set forth in Article V,
Sections 3 to 6. Each Allied Member shall be entitled to one (1)
vote for any Allied Director.
Section 8 Chain Directors shall be
elected by the Board of Directors for a term of three (3) years.
Any corporate officer or other similar representative of a Chain Member
who nevertheless is not involved in the active operation of a travel
plaza or truckstop is eligible to be elected as a Chain Director.
Any Chain Director shall be eligible for two (2) consecutive full terms
of office. An individual who qualifies for one of these seats is
eligible to be elected as an Officer; however, if someone representing a
Chain Member is serving on the Executive Committee, no one else from
that entity is eligible to be elected to a Chain Directorship.
Section 9 Notwithstanding other Sections of this
Article, the Board of Directors may shorten specific prospective terms
to achieve staggering of terms. This action shall be taken based on a
recommendation from the Leadership Development and Nominating
Committee.
Article VI Officers and Duties
Section 1 The Corporate officers of the
Association shall be the Chairman of the Board, the President, the
Secretary/Treasurer, the immediate past Chairman of the Board and
Chairman-Elect. Each officer, except the President, shall be
elected and serve for a period of one (1) year or until the successor is
elected and takes office.
Section 2 Officers, except for the President,
must be Regular members of the Association. No person shall hold
more than one office at the same time.
Section 3 The President shall be appointed by the
Board of Directors to be the full time chief executive officer of the
Association, responsible for its management and the administration of
its affairs, subject to the direction of the Board of Directors.
The President shall attend all meetings of the Association, but shall
have no vote in any such meeting. The President shall be
responsible for the effective administration of the Association's staff
and for implementing the policies of the Board of Directors. The
President shall be authorized to incur ordinary and necessary business
expenses on behalf of the Association.
If a vacancy occurs in the office of the President, a majority vote
of the Officers or Board of Directors may appoint an Acting President
who shall assume the duties and responsibilities of the President.
Section 4 By vote of the Board of Directors
acting upon its own initiative, any member of the Board of Directors may
be removed from office for neglect or refusal to perform the duties of
the office or for misconduct. Due notice shall be given to the
individual involved and to all Directors at least twenty (20) days prior
to a meeting at which a hearing is held and a vote is taken. The
individual involved shall have an opportunity to be heard but is not
entitled to be present during any vote.
Additionally, the President may be removed with cause if any contract
of employment so provides. The procedure specified in this section
shall not apply to removal of the President without cause.
Article IX Finances
Section 1 There shall be a fiscal year of
twelve (12) months duration determined by the Board of Directors.
Section 2 The Chairman of the Board, the
Secretary/Treasurer, President or any other person entrusted with the
handling of funds or benefits of the Association shall, at the
discretion of the Board of Directors, furnish, at the expense of the
Association, a fidelity bond approved by the Board.
Article X Indemnification of Officers, Directors and
Agents
Section 1 The Association shall indemnify
each of its Officers, Directors and Agents against expenses actually and
necessarily incurred in the defense of any action, suit or proceeding in
which they are made a party, except where the individual is adjudged to
be liable for gross negligence, intentional or willful misconduct in the
performance of duty. Agents of the Association shall include
employees or independent contractors of the Association, members of the
Association who serve on any official committee, and others determined
by the Board of Directors. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled.
Article XI Amendments
Section 1 The Bylaws may be amended by a
two-thirds (2/3) vote of the Regular Members voting by U.S. mail, fax or
electronic mail. A copy of any proposed amendment shall be
delivered by U.S. mail, overnight delivery, fax or electronic mail to
each Regular Member in the Association at least thirty (30) days before
the vote.
Section 2 Before consideration by the
members, any proposed amendment must be approved by a vote of the Board
of Directors. Amendments shall be voted upon by the Board of
Directors only after prior distribution to them. There must be at
least twenty (20) days between this distribution and a vote by the
Board.
Article XII Dissolution
Section 1 In the event of the liquidation,
dissolution or winding up of the Association, whether voluntarily or
involuntarily, the Directors of the Association with the consent of a
majority of Regular Members shall have the power to dispose of the total
assets of the Association in such manner as they determine, except as
prohibited by law. However, such disposition shall carry out the
objects and purposes for which the Association was formed.
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