WTRAA By-Laws

BYLAWS
OF THE

WOMEN OF THE TOWING AND RECOVERY ASSOCIATION OF AMERICA
(Effective April 5, 2016)

ARTICLE I – NAME

 This organization shall be known as “The Women of the Towing and Recovery Association of America” herein referred as WTRAA.

ARTICLE II – OFFICES

The office of the WTRAA shall be located in the same city as the Towing and Recovery Association of America, Inc. (TRAA) or in such other city as may be selected by the Board of Directors.

ARTICLE III – PURPOSE

SECTION 1. The purposes of the organization are:

(a) To support, promote and uphold the aims and purposes of the Towing and Recovery Association of America, Inc., hereinafter referred to as TRAA;

(b) To promote greater knowledge of the towing and recovery industry throughout the world;

(c) To promote fellowship between all members of this organization, TRAA affiliated organizations and the industry at large.

(d) To support and promote the financial growth of the WTRAA Scholarship Fund

ARTICLE IV – MEMBERSHIP

SECTION 1. Qualifications

(a) Regular membership shall be open to all women, whether by relationship or by means of their employment who are affiliated with members of TRAA, of state or local towing      associations who are members of TRAA that are current and in good standing.

(b) Supporting membership shall be open to any person, firm or company engaged in a business of serving or supplying the towing-recovery-storage industry. Supporting membership does not have voting rights.

 (c) Founding membership is a special honorary membership for those individuals who were instrumental in the forming of the Association. Founding Members shall have full voting rights and shall be exempt from payment of any dues.

(d) Honorary membership shall be available to retired members of the Association and to hose who make significant contributions toward the purpose of the Association and to the
betterment of the industry. Any voting member in good standing can propose a candidate for Honorary Membership. The proposal for membership may be vocal or written and will be heard at any regular meeting. At this time, the members present will vote to approve or disapprove the application. The honorary membership of any person heretofore accepted under this provision may be rescinded in the same manner, with just cause, as it was granted.    Honorary Members shall have full voting rights and shall be exempt from payment of any dues.

(e) Hardship Membership may be considered by the board upon request for an individual member based on a financial need due to such catastrophic situations as a death in the family, personal illness or other unforeseen financial hardship. The board will review each request for the current membership year and render its decision within 30 days.

SECTION 2. Application for Membership

Application for membership shall be made upon an application form as required by the Executive Board of Directors.

SECTION 3. Membership Fees and Dues

The Executive Board of Directors may determine from time to time the amount and terms of payment of any membership fees and/or annual dues payable to the WTRAA by applicants for
membership.

SECTION 4. Termination; Reinstatement

Membership in the Association may be terminated as follows:

(a)  Membership may be terminated for nonpayment of the membership fees and/or annual dues established by the Executive of Directors and assessed by the WTRAA.

(b)  Membership may be terminated for violating the basic purpose of WTRAA and the general principal upon which it was founded. The member will be notified in writing by the President which will state the cause of termination.

(c) Membership in the association may be terminated by a member at any meeting or by submission to the WTRAA at its registered office of a written notice of their desire to withdraw from membership, specifying the date on which such termination shall become effective.

(d) A former member shall be reinstated to membership upon payment of all dues and fees established by the Executive Board of Directors for membership of good standing in the WTRAA.  If termination was for a violation other than dues, the former member may ask for a hearing with the current board for consideration of reinstatement. The board’s decision will be final.

ARTICLE V – MEETINGS

SECTION 1: Annual Regular & Special Meetings

The annual meeting and regular meetings of WTRAA shall be held at a place to be selected by the Executive Board of Directors. The President of the Executive Board of Directors may call special meetings at any time.

SECTION 2: Executive Board of Director Meetings:

(a) The Executive Board of Directors may hold Board of Directors meetings monthly as may from time to time be fixed by the Board of Directors or via electronic format as determined by a majority vote of the board.

(b) Special meetings of the Board may be called by the President, or any two (2) Directors. Notice of any such meeting shall be given to each Director, either by writing, telephone, or other approved forms of communication as outlined in ARTICLE V: Meetings: SECTION 3. Notice of Meetings at least twenty-four (24) hours before the time fixed for such meeting.

(c) Regular and special meetings of the Board may be conducted via electronic format to conduct association business, in the event of an emergency or time-sensitive situation or as determined by the President, in accordance with SECTION 4. Executive Board of Director Meeting Quorum. In the event that an electronic notification to a Board member is returned “undeliverable”, it will be the responsibility of the Secretary or designee to contact the Board member by telephone.

(1) Electronic meetings resulting in a vote will be a valid in accordance with SECTION 4. Executive Board of Director Meeting Quorum. All electronic vote results must be
submitted and will be printed and maintained as part of the association books of records by the Secretary or designee. All vote results will be made available to each Board
member.

SECTION 3. Notice of Meetings.

A written or printed notice sent via USPS and/or electronic notification stating the time, location and purpose for the annual, regular meeting and/or any special meeting shall be sent
to each member of record entitled by the Articles of Incorporation and Bylaws to vote, to such addresses as they appear upon the records of the Association at least thirty (30) days before
the date of the meeting.

(a) FAXES: The use of fax is recognized as a valid form of communication for broadcasting
information to the membership related to general association business, information and
notices to members at the fax number as appears upon the records of the Association.

(b) EMAIL: The use of email is recognized as a valid form of communication for
broadcasting information to the membership related to general association business,
information and notices to members at the email address as appears upon the records
of the Association.

(c) WEB: The use of the web is recognized as a valid form of communication for
broadcasting information to the membership related to general association business,
information and notices to members as appear upon the records of the Association.

SECTION 4. Quorum:

A quorum at any annual, regular or special meeting of the members of the Association shall consist of 5 percent or more of the regular members of WTRAA, including four (4) officers or directors in good standing present at such meeting.

SECTION 5. Executive Board of Director Meeting Quorum:

(a) Four (4) board members shall constitute a quorum for the transaction of business at all
board of director meetings of WTRAA.

(b) Any act of the majority of the Directors present at a meeting at which a quorum shall be present   shall be the act of the Board, except as may otherwise specifically be provided
for by the law or by these bylaws.

SECTION 6. Voting.

All regular members in good standing, founding and honorary members shall be entitled to cast one vote, in person or by acceptable method, upon each matter submitted to a vote at a meeting of members.

ARTICLE VI – EXECUTIVE BOARD OF DIRECTORS

SECTION 1. General Powers.

The Executive Board of Directors shall manage the business and affairs of WTRAA.

SECTION 2. Number, Tenure and Qualifications.

The Executive Board shall consist of the President, First Vice President, Second Vice President, Secretary, Treasurer and Immediate Past President. Each Director shall serve staggered two (2) years terms, or until their respective successors shall be duly elected and qualified. Each director shall be a voting member or a designated representative of a voting member of WTRAA.

SECTION 3. Resignation.

Any director may resign at any time by giving written notice to the President or the Secretary of WTRAA. Any such resignation shall take effect at the specified time therein, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. Officers, Removal and Substitutions.

Any Officer may be removed with just cause at a regular meeting by a vote of the majority of the members of the Association present and voting. The failure of an Officer or Director to attend two
(2) consecutive Board meetings may be considered just cause for removal and can be removed by a majority vote of the Board of Directors. If any office is vacated for any reason, the Board of
Directors may fill the vacancy for the unexpired portion of the term of office.

Before removal from office, any Officer will be notified by the Secretary of the Association in writing of the contemplated action. She will have the opportunity to appear before the Board of Directors at a regular meeting. There, the charges against her will be read and she will have the right to answer these charges. The Board of Directors, after reaching a conclusion, will recommend appropriate action to the membership at a regular meeting called for this purpose. By a voice vote, the membership will be asked to approve the Board’s recommended action.

ARTICLE VII – OFFICERS

SECTION 1. Number.

The officers of the WTRAA shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer.

 

ARTICLE VIII – ELECTION OF OFFICERS AND DIRECTORS

SECTION 1. Election and Term of Office.

The officers and directors, except the Immediate Past President of the WTRAA shall be elected by the general regular membership in good standing at the annual meeting. Each officer and director
shall hold office for the period of two (2) years, or until her successor shall have been duly elected and qualified, however no person shall serve as President for more than two (2) successive terms
in office.

SECTION 2. Resignation.

Any officer or director may resign at any time by giving written notice of her resignation to the Executive Board of Directors or the President. Any such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3. Nominations & Election Procedures.

a) The President shall appoint a Nominating Committee 120 days prior to the Annual Meeting, consisting of a Committee Chairperson and four (4) regular members in good standing. The Nominating Committee is responsible for considering candidates for each office and selecting those who qualify according to the Bylaws and who are most suited to support and enhance the goals and purpose of WTRAA.

b) The Nominating Committee shall solicit potential candidates through a notice in the WTRAA newsletter or separate mailing at least 90 days before the Annual Meeting.

c) The President shall appoint an Election Committee consisting of a Committee Chairperson and two (2) regular members in good standing. The Election Committee is responsible for the administration of the election process, confirming certification of voters according to these procedures and the Bylaws. The Election Committee shall be responsible for securing an independent outside source: to count the Ballots, maintain confidentiality throughout the process and announce the election results at the Annual Meeting.

d) Candidates for office must have attended at least one (1) of the last three (3) Annual Meetings, (1) of which be prior to her election and must be a regular member of WTRAA in good standing at the time of nomination, election and during their term as an officer of WTRAA.

e) A candidate for President of WTRAA shall have served at least one (1) term as an officer of WTRAA.

f) There may be more than one (1) candidate nominated for each position.

g) The Nominating Committee shall complete its selection of candidates at least 60 days prior to the Annual Meeting.

h) Ballots will be sent by first-class mail or acceptable method to all Regular Members in good standing as well as Founding Members and Honorary Members thirty (30) days prior to the Annual Meeting. The Ballot will list all candidates running for office at the time. There will be no write-in-slot on the Ballot. The Ballot is to be unsigned by the voter and sealed in the envelope clearly marked Ballot Only. The sealed envelope will then be mailed to the WTRAA President or her appointed designee in the mailing envelope provided along with a signed Certification Card postmarked at least ten (10) days prior to the Annual Meeting. The Certification Card will be checked for proper voting rights and is for the purpose of validating the accompanying sealed Ballot and allowing it to be admitted for ballot count. Only WTRAA official ballots will be accepted and only ballots returned in the ballot return envelope  accompanied by the properly signed official Certification Cards will be accepted. All ballots will be delivered unopened by the WTRAA President or her appointed designee to an independent source as determined in accordance with Article VIII, Section 3, c. prior to the Annual Meeting and the results held in most strict confidence. Ballots are not acceptable at the time of the Annual Meeting.

i) In the event of an uncontested election no ballot will be required or mailed to the voting membership. The slate will be accepted by acclamation and announced at the Annual Meeting

j) Any candidate may request a recount of Ballots by notifying the Election Committee Chairperson in writing within fourteen (14) days after the election. In this event, the requesting party is responsible for all associated charges from the independent outside source and any other costs thereof.

ARTICLE IX – DUTIES OF OFFICERS

SECTION 1. President

a)       The President shall preside over all regular and special meetings of the WTRAA and of the Executive Board of Directors

b)      She shall have general supervision of the affairs of the WTRAA. She shall provide general guidance for board members and all other positions of authority within the association. She
shall ensure that board matters are handled properly, including preparation of pre-meeting materials, committee functions and orientation of new board members.

c)       Except as otherwise provided, she shall appoint members to all standing and special committees and be a member ex-officio of all such committees

d)      She shall serve as one of two signatories on the WTRAA checking account

e)       She shall represent WTRAA in its associations and affiliations with other organizations.

f)       She shall serve on the Cabinet of TRAA and on the Board of Trustees of the TRAA Education Foundation

SECTION 2. First Vice President

a)       The First Vice President shall familiarize herself with the office and duties of President

b)      She shall be prepared to preside over meetings in the absence of the President or in the event the President’s inability to perform the duties of her office

c)       She shall serve as Chair for the Business Development Committee

 

SECTION 3. Second Vice President.

a)       The Second Vice President shall be prepared to assume the duties of the First Vice President in the absence of the First Vice President or in the event of the First Vice President’s inability to perform her office

b)      She shall serve as Chair of the Membership Committee

c)       She shall maintain files of past & current members

d)      She shall be responsible for processing new members and renewals

e)       She shall maintain accurate record of current members along with treasurer

SECTION 4. Secretary.

a)       The Secretary shall keep the record of attendance at the meetings

b)      She shall take accurate minutes of all meetings

c)       She shall be responsible for giving official notice of meetings to the board of directors and other such communications to the membership

d)      She shall prepare a quarterly newsletter to be sent via USPS and/or electronic format to the general membership.

e)       She shall maintain files of past and current board minutes

f)        She shall maintain a copy of the history of the Association and memento keeper for the Historian

SECTION 5. Treasurer

a)      The Treasurer shall be the custodian of the funds of WTRAA

b)      She shall keep an accurate account of all receipts and disbursements

c)       She shall maintain accurate record of current members along with Second Vice President

d)      She shall serve as one of two signatories of the WTRAA checking account. For check amounts over $500.00, signatures of both the Treasurer and President are required.

e)       She shall serve as Chair for the Ways & Means/Budget and Finance Committee

f)        She shall prepare monthly financial reports for the board and a financial report to all members at the annual and fall meetings

g)      She shall meet annually with the Budget and Finance Committee to set calendar issues and budget

All Officers of WTRAA shall be provided and shall maintain a current copy of its Constitution and By-laws and develop a working knowledge of them.

ARTICLE X – COMMITTEES

SECTION 1.

Except as otherwise provided herein, the President shall at the Annual Meeting appoint the Chair and members of the following standing committees:

a)       Business Development Committee: Chair- First Vice President

b)       Ways & Means/Budget & Finance: Chair- Treasurer

c)       Communications: Chair-Secretary

d)       Membership: Chair – Second Vice President

a.  Historian

b.  Sunshine

e) Tow Woman of the Year: Chair- Previous Year’s Recipient

f)  Events

g) TRAA Education Foundation Representative – WTRAA President and three (3)

a. Three (3) WTRAA regular members that are current and in good standing shall serve as representatives to the WTRAA Board of Trustees of the TRAA Education Foundation

h)  Bylaws:

i)  Election/Nominating Committee:

j)  Special Committees shall be appointed by the President as required.

SECTION 2. Committee Chairmen

(a) Committee Chairmen will keep the committee members organized and proactive toward
their purpose and goals and shall work directly with the WTRAA President.

(b) All Committee Chairmen (if applicable) shall be responsible for the delivery of any monies to the Treasurer or designee along with detailed reports of income and expenditures monthly or more often as requested by the Treasurer or President. The chairman shall be responsible for delivery to the Treasurer or designee any monies with a final detailed report of income and expenditures no later than seven (7) days following the close of the chaired event.

(c) All Committee Chairmen shall be responsible to provide monthly reports of committee
activities to the President. All Committee Chairmen shall be responsible to provide detailed reports of committee activities to the membership at the Annual and Fall Meetings.

SECTION 3. Scholarship Trustees:

a. The WTRAA Scholarship Trustees from time to time will rely on the WTRAA President to elect the freshman position from WTRAA members in good standing. This election will held at the annual meeting every (2) years, unless otherwise provided in the Agreement of Trust.

b. The WTRAA Scholarship Chairman shall serve as (1) representative to the WTRAA Board of Trustees of the TRAA Education Foundation.

 

 

ARTICLE XI – AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted as follows:

(a) By the affirmative vote of a majority of the regular members in good standing voting on the

proposed amendment or amendments, at the annual meeting of members as providedherein, or

(b) Any Board of directors and any member currently paid and in good standing may propose amendment(s), which shall be submitted in writing to the Board of Director and acted on in
accordance with these provisions.

(c) The Secretary shall send notice of the meeting in accordance with Article V, Section 3 with
a copy of the proposed amendment(s) to the regular members in good standing.

(d) The proposed amendment(s) shall be read in full and voted on as the final business of the meeting.

ARTICLE XII: PROCEDURE:

 

SECTION 1. RULES OF PROCEDURE:
Whenever the same are not in conflict with the provisions of these bylaws, Robert’s Rules of Order shall be employed to decide questions of procedure at all association meetings of membership and directors, regular or special.

 

SECTION2. ANTITRUST GUIDELINES:
The association and its members abide by Antitrust Guidelines which state that there will be no discussion of any issues that would violate any antitrust laws at any association meeting.