Click below to download the NCLA bylaws as a PDF file.

NC LIMOUSINE ASSOCIATION
1 Powers Drive
Castle Hayne, NC 28429
910-799-4484

ARTICLE 1: NAME AND PRINCIPAL OFFICE

Section A Name – The name of this corporation shall be the NC Limousine Association, Inc. (NCLA), a non profit corporation incorporated in the state of North Carolina.

Section B Office – The principal office of the NCLA shall be located within the state of North Carolina 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 on the NCLA.

ARTICLE 2: PURPOSE

Section A Purpose – The purpose of the NCLA shall be to provide a statewide forum for the exchange of information and views by members of the NCLA; to provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; to advance the interest of the industry and its members before the North Carolina Senate and North Carolina Assembly and other State regulatory authorities; to provide to its members, group and/or individual insurance; and to perform such duties as will benefit the NCLA and its members.


ARTICLE 3: MEMBERSHIP

Section A: Types of Membership: There shall be the following types of membership in the NCLA:

1.    REGULAR ACTIVE MEMBERS: The designation “Regular Active Member” shall apply to individuals and entities, which meet the following qualifications:

a.    Is a limousine business that has control of one or more vehicles, meeting all applicable licensing and regulatory requirements, in which vehicles owned or operated by the Regular Active Member are offered on a prearranged basis to the public for hire and travel over irregular routes.
b.    Are recommended for membership by the majority of the members composing the Membership Committee.
c.    Are accepted for membership for 30 days of publication in our official newsletter or posting on the official NCLA website, provided there are no objections received in writing and that they have been fully investigated by the Membership Committee.
d.    Have paid the dues as set by the NCLA Board of Directors.
e.    Each Regular Active Member shall be entitled to one vote at meetings of the membership.
   
2.    ASSOCIATE MEMBER: The designation “Associate Member” shall apply to a limousine owners and/or operators with a primary basis of operations outside of the State of North Carolina.

a.    All Associate members shall be entitled to attend all open meetings of the NCLA, providing that the Associate’s dues are paid, but shall not have the right to vote or hold an elective office in the Association.


3.    ALLIED TRADE MEMBERS:  The designation “Allied Trade Member” shall be distinguished and identified as two separate groups.  They shall be (1) Allied Vendors and Dealers and (2) Manufacturers, Coachbuilders and Livery Networks.  These designations shall apply to individuals and entities that meet the following qualifications:
a.    Own or operate a trade or allied business in the United States of America and/or Canada, which provides products, merchandise or services related or necessary to, or reasonably required by, those owning or operating limousine businesses.
b.    Are recommended for membership by a majority of the members composing the Membership Committee.
c.    Are accepted for membership by vote of the Board of Directors of the NCLA.
d.    Pay any fees or dues established for that particular member by the Board of Directors.
e.    Both groups of Allied Trade Members shall be entitled to attend all open meetings of the NCLA, shall have the right to vote as a member, Allied Trade Members may seek appointment to the NCLA Board of Directors.
f.    One Allied Trade members shall be added to the Board, with a one year term, non-voting, and paying their own expenses.
     
4.    HONORARY MEMBERS:  As appointed by the Membership Committee and the NCLA Board of Directors.

Section B Termination and/or Transfer of Membership:  Any Regular Active Member who shall cease to be an owner of a limousine business shall automatically cease to be a member of the NCLA.  Upon written request to the Membership Committee, they may elect a former Regular Active Member to have Honorary Membership, if approved by the Membership Committee and the NCLA Board of Directors.

Section C: 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.  The Board of Directors shall be the sole judge of sufficiency of such cause.  Provided that for a member to be suspended for cause, the member must be advised of such reason for suspension and given an opportunity to defend him or herself prior to the suspension.  If after thorough investigation its is proven that an NCLA member has broken any applicable Federal, State or Municipal regulations, his or her membership and its benefits can be suspended for up to two years.

Section D:  Reinstatement:  Any former member who has resigned or has been suspended or expelled 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 current 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.

ARTICLE 4 DUES

Section A:  Amount and Due Date:  Dues and the initiation fee, if any, for all classes of membership shall be established by the Board of Directors.  All dues shall be paid within thirty (30) days of the anniversary date of becoming a member.

Section B:  Delinquent Payment:  Any of the NCLA 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.  The member will be automatically suspended pursuant to Article 3, Section C, if payment is not made by the end of sixty (60) days from the anniversary date.  During a period of suspension, a member shall not be entitled to any services of the NCLA.   Upon application of the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.

Section C: Refund of Dues:  No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE 5: MEETINGS AND ELECTIONS

Section A:  Meetings and Membership; Quorum: An annual meeting of the NCLA shall be held in each calendar year on such date and such time and place as shall be determined by the Board of Directors.  The Board of Directors may call special meetings of the NCLA on such dates and such times and places as determined by the Board of Directors.  Ten percent (10%) of the voting members of the NCLA, must be present in person or by proxy, and shall constitute a quorum.  A quorum is required for the transaction of business at any regular or special meeting.  A majority vote of those present in person or by proxy at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.

Section B:  Notice of Membership Meetings:  Notice of the date, time, place and purpose of any meeting of the members of the NCLA shall be given in writing, by personal delivery, by electronic mail (email), or by United States mail, addressed to each member of the NCLA at the address on file with the Secretary not less than sixty (60) days prior to the date fixed for such meeting.

Section C: Action by Members without a Meeting: Whenever members are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote there on.  Returned, tallied and published results will go to the Board.

Section D:  Order of Business:  The order of business at all meetings of members shall be as follows: 1. Roll Call 2. Reading of preceding meeting minutes 3. Treasurer’s Report 4. Report of Officers 5. Old and unfinished business 6. Good and Welfare 7. New Members – reading and voting 8. New Business 9. Election of Officers and Directors 10. Adjournment

Section E: Election of the Board of Directors:  The Board of Directors will consist of twelve (12) Regular Active Members whose term will be for three years.  The Board shall consist of: up to six (2) Board Members form the Charlotte, NC region, (2) Members from the Raleigh Region, (2) members from Eastern, NC who are all members of the NCLA.

In the event every seat in a region, or every at large seat, shall become vacant, the Board of Directors may appoint a replacement to sit on the Board for the Remainder of the year.  For a regional seat, the replacement must be from the same region.  For an at large seat, the replacement can be from any region.  The replacement must be eligible to be on the Board in the current year.

C – Term limit and other restrictions of Directors:  In order to qualify as a director of the NCLA, the individual must be a corporate officer in a Regular Active Member that has been a Regular Active Member for at least 6 months.  Any Regular Active Member sharing common ownership with another Regular Active Member can only have one representative on the NCLA Board of Directors at one time.  A Director may be elected by the voting members for two (2) consecutive terms but must then wait for one year after expiration of such Director’s second consecutive term before applying for re-nomination to the board.  A Director appointed under Article 6 to fill a vacancy shall not be considered elected by the voting members for purposes of the term limitation.

Section H: a – Election of Officers:  The election of officers will take place at 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 – or until elected: President, Vice President, or Treasurer.
 
b.    Succession of Officers:  In the event the President shall be unable or unwilling to serve in the office to which he/she has been elected, the person holding the position of Vice President will assume the position and duties of the President for the remainder of the year.  The person holding the position of Secretary will become the Vice President.  The Board will vote to replace the position of the Secretary at the next meeting of the Board of Directors.

In the event either the Vice President shall be unable or unwilling to serve in the office to which he/she has been elected, the procedure described above will apply.

In the event the Treasurer shall be unable or unwilling to serve in the office to which he/she has been elected, the Board of Directors shall vote to replace the position of Treasurer at the next meeting of the Board of Directors.


ARTICLE 6: BOARD OF DIRECTORS

Section A: 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 the execution of the powers granted, appoint such as it may consider necessary.

Section B: The Executive Director and the General Counsel of the NCLA will serve as ex-officio members of the Board of Directors.

Section C: Failure to Attend Meetings:  Any elected director who fails to attend two (2) Regular meetings during his/her tenure due to unexcused absences may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.

Section D: Meetings:  One regular meeting of the Board of Directors shall be held immediately before, after or during the annual meeting of members of the NCLA, and two (2) shall be held during each year at a time and place fixed by the Board of Directors.  The Executive Director must notify the Board of Directors of the meeting date at least thirty (30) days prior to the meeting.  Agenda items for all Board of Directors meetings will be submitted to the Executive Director, by any Director, no later than
fifteen (15) days prior to the date of a meeting and said agenda should be mailed, or emailed to the Board members fifteen (15) days prior to any meeting.  Special meetings of the Board of Directors may be called at any time by the President or any five (5) directors.  Legal counsel may be present at all meetings of the board if so ordered.  Ten (10) days written notice by mail or electronic mail, 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 further notice to all directors.  All meetings of the Board of Directors shall be conducted in accordance with soon to be established RULES OF ORDER, Revised, when not in conflict with these Bylaws.  At all meetings of the Board, the President or in his absence the Vice President and if neither is present, a chairman will be chosen by the Board and shall preside.

Section E: Quorum:  A majority of Directors shall constitute a quorum, which is required for the transaction of all business, expect theat a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article 5, Section F.  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.

Section F: Removal of Directors:  Any or all of the directors may be removed for cause by a vote of 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 all the voting members of the NCLA/

Section G: Resignation:  A director may resign at any time by giving written notice to the Board, the President or the Secretary of the NCLA.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt of thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective.  If a Director resigns prematurely from the Board without a valid excuse he cannot rerun for the Board again in the future. (Valid excuses: Business problems or health reasons)

Section H: COMMITTEES (Standing)

a.    Executive Committee:  The Committee shall consist of 3 members of the Board.  The Committee should do investigations, make recommendations and bring the subject to the Board for a vote within ten (10) days.  Meetings may be called by the President or by any two (2) members of the committee.  A majority of the Executive Committee shall constitute a quorum.  General Counsel and the Executive Director may be present at meetings at the direction of the President and/or Chairperson.
b.    Nominating Committee:  The Nominating Committee shall be appointed by the President and shall consist of five (5) members, four (4) of whom shall be members of the Board of Directors.  The fifth member shall be appointed form the general membership.  The President shall appoint a Chairman.  The Nominating Committee shall meet not less than ninety (90) days prior to the annual meeting of the members, and shall recommend by a written majority vote, nominees for membership on the Board of Directors to be filled by election by balloting of the general membership and shall submit its report to the President not later than forty-five (45) days prior to such meeting.  The President of the NCLA shall not be a member of this committee.
c.    Membership Committee:  The membership committee shall be appointed or removed by the President.  The President shall appoint or remove a three-member committee to keep constant watch on the Bylaws, accept written amendments and to research, recommend procedures as to amendments and meeting procedure in accordance to the soon to be established RULES OF ORDER.
d.    Finance:  The President shall appoint or remove a three-member committee, chaired by the treasurer, to watch over and develop a budget for each coming year to be approved at the annual meeting for the next year.

Section I: Action by Directors Without a Meeting:  Whenever directors are required or permitted to take action by vote, such action 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, tallied and published by the Secretary.

ARTICLE 7 OFFICERS

Section A: President:  The President shall be the principal executive officer of the NCLA.  The President shall preside at all meetings of the NCLA and the Board of Directors.  The President shall also serve as a member, ex-officio, of all committees except the Nominating Committee.  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 NCLA and shall see that all orders and resolutions of the Board are carried into effect.

Section B: Vice President: The Vice President shall perform the duties of the President in the event of the President’s inability to serve.

Section C: Treasurer:  The Treasurer shall be the financial officer of the NCLA.  The Treasurer shall serve on any budget or finance committee which may be instituted by the President or the Board of Directors, and shall report to the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the NCLA.

Section D: Secretary: The Secretary shall attend all meetings of the members and the Board of Directors.  The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors be authorized to use same.


ARTICLE 8: CHAIRMAN AND EXECUTIVE DIRECTOR

Section A Allied Trade Chairman: One Allied chairman shall be chosen by the NCLA Board of Directors upon recommendation received from the Allied Trade members.  The Allied Trade Chairman shall represent the members of his/her category, with a non-voting position on the Board of Directors.

Section B Executive Director:  The Executive Director must be approved by the Board of Directors and will be a paid position, the Board Determining an appropriate salary.  The Executive Director reports to the President, but is accountable to the Board of Directors.  The Executive Director shall sign and execute all contracts in the name of NCLA, when countersigned by the President.  The Executive Director also will carry out any function mandated by the Board of Directors and so approved.

ARTICLE 9: FINANCE

Section A Bank Accounts:  The funds of the NCLA shall be deposited from time to time by the Board of Directors.  The Board of Directors may provide for an account at any bank for the payment of expenses of the office of the NCLA and may provide for such conditions as tow signatures for withdrawals and balances as the Board of Directors may deem appropriate with one being the Treasurer.

Section B: Fiscal Year:  The fiscal year of the NCLA shall be prescribed by the Board of Directors.

Section C: Budget:  The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget coving all activities of the NCLA.

Section D: 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 NCLA for the preceding calendar year, and at each meeting a financial update of the financial condition of the NCLA.

Section E: Audit of Accounts:  The accounts of the NCLA shall be audited not less than annually by a certified public accountant who shall be appointed by the Board of Directors and who shall provide a report to the Board of Directors and be supervised by the Executive Director.

ARTICLE 10: LIMITS ON LIABILITIES

Nothing contained herein shall constitute members of the NCLA 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 NCLA.  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.

ARTICLE 11: SEAL

The seal of the NCLA shall bear the name of the NCLA, the year of its creation, and the words “Corporate Seal.”

ARTICLE 12: 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 13: DISSOLUTION

The NCLA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the NCLA, no part of said funds shall insure or be distributed to members of the NCLA.  On such dissolution, the funds of the NCLA may be paid over to a successor created by the reorganization of the NCLA, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.

ARTICLE 14: AMENDMENTS

The Bylaws of the NCLA may be amended by the voting members at any annual meeting, or at any special meeting called for that purpose.  Voting can only take place when there is a quorum of the voting members as defined in these Bylaws in Article 5 Section A.