NATSO, Inc. Bylaws

Bylaws of NATSO Inc.

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 three 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; or

             c.         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.

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 seven (7) At-Large Directors, the five (5) Officers, four (4) Chain Directors and two (2) Allied Directors. The chairman of the NATSO Foundation shall serve as an ex officio non-voting member of the NATSO Board of Directors.

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          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.  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 an 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.  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          The Chairman of the Board serves as an ex officio voting member of the NATSO Foundation.

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 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          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 IX       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 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.