NATSO, Inc. Bylaws



Article I.Name

Section 1          Name. The name of this membership corporation is NATSO Inc.

Section 2       Location. The principal office of the corporation is to be located in such place as the Board of Directors may direct.

Section 3       Duration. Its duration shall be perpetual.

Section 4       Headings and Severability. 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        Association Objectives. 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       Compliance with Antitrust and Nonprofit Law. 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       Delaware Corporation. 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 all necessary and proper actions that may not be contrary to law.


Article III.Membership

Section 1        Membership Classes. There shall be five (5) classes of Association members: Regular Members, Allied Members, Associate Members, Individual Members and International Members.

Section 2       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 twenty-four (24) member locations. A "Chain Member" shall be defined as a Regular Member who is engaged in operating twenty-five (25) or more member locations.

Section 3       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.

Section 4       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 three following categories as appropriate:

  1. General Associate -- would include entities such as trucking companies and others involved in the transportation industry; or
  2. Travel Plaza Associate -- would include entities such as real estate developers and/or their clients; 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; or
  3. Interstate and Highway Business Associate – would include truck service shops, lube operations and other businesses that are along the Interstate or state highway systems, and who provide goods and/or services to the trucking industry.

Section 5       Individual Member— any individual who is engaged in the travel plaza, truckstop or petroleum retailing industry as an owner or operator or is reasonably affiliated with the industry.

Section 6       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 7       Membership Application - 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       Member Class Voting Rights. Regular, International, Individual Members, 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       Member Benefits. Benefits of all member classes shall be determined by the Board of Directors.

Section 5       Member Dues. The Board of Directors shall have the power to fix a schedule of dues for and within each class.

Section 6       Member Removal and Reinstatement. 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        Governing Body. 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       Board Role. 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       Board Meetings. 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       Board Composition. The Board of Directors shall consist of the Officers, the chairman of the NATSO Foundation (who serves as an ex officio member of the Board), two (2) Allied Directors, and up to 13 Regular Directors. At least one-third (1/3) of the Directors shall be representatives of Independent Members and at least one-third (1/3) of the Directors shall be representatives of Chain Members.

Section 5       Quorum and Proxy Vote. 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. Ex officio members of the Board are not included in the count for purposes of determining whether a quorum exists.

Section 6       Electronic Voting by the Board. 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        Virtual Participation in Board Meetings. 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       Roberts Rules of Order. 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        Election and Eligibility of Regular Directors. Any person with an ownership interest in, or who serves as a corporate officer of, a Regular Member, and who is actively involved in its operation is eligible to be a Regular Director. In addition, any individual who is actively involved in the operation of a Regular Member but who does not have an ownership interest in the business, is eligible to serve as a Regular Director, provided he or she submits written approval to the NATSO President from an owner of the Regular Member. One Regular Director shall be elected by the Individual Members. All other Regular Directors shall be elected by the Regular Members.

Section 2       Election and Eligibility of Allied Directors. Allied Directors shall be elected as the representatives of the Allied Membership for a term of three (3) years. At least one Allied Director shall be a Chairman's Circle member.

Section 3       Terms of Directors. All Directors shall serve terms of three (3) years. 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. A Director appointed to fill a vacancy may serve the remaining portion of that term in addition to the maximum two consecutive terms allowed.

Section 3       Nominating Committee. The Leadership Development and Nominating Committee shall be appointed by the Chairman of the Board. The Leadership Development and Nominating Committee shall include at least three (3) members of the Board of Directors and at least two (2) members from the general membership. At least 75 percent of the members of the Committee must be Regular members. The Chairman of the Leadership Development and Nominating Committee shall be a member of the Board of Directors.

A slate of candidates for the Board of Directors shall be selected by the Leadership Development and Nominating Committee. The Leadership Development and Nominating Committee shall also place in nomination nominees for Officers which the Board is to elect.

Section 4       Elections. The President shall distribute a list of the nominees for each Regular Director on an appropriate ballot to each Member who is eligible to vote. 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 5       Voting for Directors. Each Regular Member shall be entitled to one (1) vote for each Regular 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. Each Allied Member shall be entitled to one (1) vote for any Allied Director. The President shall have the authority to verify qualification of voters.

Section 6       Election Ratification. 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 7        Board Vacancies. 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 9       Staggered Terms. 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        Officer Positions. 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       Chairman. The Chairman of the Board serves as an ex officio voting member of the NATSO Foundation.

Section 3       Regular Membership Requirement. 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 4       President. 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 5       Removal. 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 VII.NATSO and the NATSO Foundation Relationship

NATSO and the NATSO Foundation shall be organized and operated in a manner to be fully consistent and compliant with the terms and conditions contained in the Management Agreement, as amended from time to time, except as otherwise provided in these Bylaws.


Article VIII.Finances

Section 1        Fiscal Year. There shall be a fiscal year of twelve (12) months duration determined by the Board of Directors.

Section 2       Fidelity Bond. 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 IX.Indemnification of Officers, Directors and Agents

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 X.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 XI.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.