Article I

Name and purpose

Section 1.         The name of the association shall be:  Northwest Motorcoach Association.

Section 2.          The purpose of this trade association shall be to further and protect the interests and welfare of certificated passenger motor carriers in charter party carriers operating in the states of Washington, Idaho and Oregon in matters of regulation, public relations and legislation.

Article II

Membership

Section 1.         Membership in this Association shall be classified as follows:

Active Associate Honorary

Section 2.         Active membership

Any individual, firm, partnership or company corporation, if lawfully engaged as a common carrier in the business of transporting persons for hire in motor vehicles pursuant of certification of public conveyance and necessity issued by the Washington Utilities and transportation commission or regulating authority of the state in which they are licensed to do business may become members of this association upon the approval of the executive committee and the payment of dues as herein after provided.

Section 3.         Associate membership 

Motorcoach manufacturers, body manufacturers, oil and gasoline producers, refiners and distributors, insurance companies and other persons, firms or corporations or their representatives having dealing of a continuing and general nature with active members in the Northwest Motorcoach Association, may become members of the association upon application, approval of the executive committee, subscription to the bylaw requirements and payment of duea.

Section 4.         Honorary membership (lifetime or limited) 

Public officials and other persons particularly interested in motorcoach transportation shall be eligible for election as honorary members. But will have no voting privileges.

Section 5.         Application for membership

A common carrier who desires to apply to become an “Active member” of the northwest Motorcoach Association must submit with their application the following items; 1.) An insurance certificate naming the Northwest Motorcoach Association as additional insured. 2.) Copies of their operating authorities. 3.) A letter from a current member NWMA member sponsoring the application. 4.) Pay the appropriate dues.

Section 6.        Members in good Standing

Only members in “good standing” are eligible to vote and serve as an officer in the association.  A member in “good standing” is one who has:

a.) paid the appropriate dues.

b.) provided the association of with a valid insurance certificate naming the association as an additionally insured.

c.) provided the association with the “satisfactory” safety rating by WUTC or other governing state authority and the USDOT

d.) provided the association with a copy of their operating authority.

e.)  Should a member company receive less that a Satisfactory rating by their State Regulatory

       Agency or the FMCSA, they will be allowed to remain as members for the remainder of the

       current year.  In order to renew membership, they must have corrected the deficiency and

       be working to have the rating returned to Satisfactory.  Board Members may remain in their

       current position, but cannot advance or be reelected with less than a Satisfactory rating

Article III

Dues

Section 1.        The executive committee shall fix the annual dues of all members.  Current annual dues range shall be as follows for active members and are based on the highest number of vehicles operated in a given year:

• Companies with 1 – 12 vehicles will pay $250.00
• Companies with 13 – 24 vehicles will pay $500.00
• Companies with 25+ vehicles and up will pay $750.00

Dues of all types shall be invoiced in April and shall be delinquent if not paid by October 1st each year.  A late fee of 15% (with a minimum of $37.50) shall be assessed if dues are not paid by October 1st each year.

Section 2.        The annual dues of active members engaged in urban, suburban, charter and other operations, limiting the benefit they can receive from membership in the association, will be fixed from time to time by the executive committee in such amounts as the circumstances may justify.

Section 3.        Associate Members

The annual dues of associate members will be based on the number of employees as follows;

• Companies with 1-5 employees will pay $100.00
• Companies with 6-14 employees will pay $400.00
• Companies with 15 or more employees will pay $600.00

 and include the right to display their Company merchandise at the Meetings and “ROADEO”.

Section 4.         Honorary Members Honorary members will pay no dues.

Section 5.         Non-Payment of dues

Any active or associate member who has not paid their dues by October 1st   will be dropped from membership.

Section 6.)        Resignation, withdrawal, or retirement

Upon the withdrawal, resignation, retirement, or removal from membership of any member for any cause, they shall have no interest or right in the property or affairs of the association and shall return any items belonging to the association. 

Elections

Section 1.)        The directors shall be elected at the annual meeting of the Association in October and their term shall run for two years from the date of the ROADEO banquet.

Section 2.)        Honorary members shall be elected at the annual meeting of the Association by a vote of three fourths of the members present.  Honorary members shall have no vote in any deliberation of the Association.

Section 3.)        All members in good standing and present at the October annual meeting shall be entitled to vote for theDirectors.

Section 4.)        No change in the current board shall be made should a major event occur in the industry that would prove detrimental to the organization as approved by the current seated board. Major events would be considered as Pandemic events declared by Government, War, and or a Financial Depression named by Government.

Article VI

Board of Directors

Section 1.) There shall be a Board of Directors comprised of the Past President, President, Vice President, Associate Member Representative, Tour & Travel Representative, Honorary Board Member with no vote but in good standing with the organization and Three other Board Members consisting of one from each Small, Medium and Large Category of Membership.  The position of Treasurer and Secretary shall be assigned from this group of three other board members.

Section 2.)        The three other board members will be chosen as follows:

One “Small” Director will be selected from those member companies with 1 to 12 vehicles.   One “medium” Director will beselected from those member companies with 13 to 24 vehicles.

One “large” Director will be selected from those member companies with 25+ or more vehicles.

These three directors (Small, Medium and Large Companies) shall be elected by popular vote of the members in good standing in the association and shall serve for a period of two years, or until their successor is qualified.

Section 3.)        An owner or Executive Officer from a member company may hold a position on the Board of Directors for the Northwest Motorcoach Association.  A member company may hold two board positions simultaneously to the extent that the member company may hold one of the three other board positions (small medium or large) and one of the Presidencies (past, current or VP) but, a member company may not hold two of the presidencies simultaneously.

Section 4.)      If a vacancy occurs on the Board of Directors:

a.) The company for whom the person worked may propose an alternate to fill the vacancy for the remainder of the term.

b.) The proposed person must be then approved by the Association’s Board of Directors.

c.) If the company whose Executive Officer vacated the Board does not wish to propose anyone the Association’s Board of directors will select a member to fill the vacant position until an election can be held at the next Regular meeting.  

d.) If the vacancy is the President the past President will serve as acting President.

Section 5.)      Any member of the association may nominate an Associate member or Tour & Travel Representative forelection.

Section 6.)      Active members vote for Board members.  Every due’s paying member company has one (1) vote for each position.

Article VII

Duties of Directors

Section 1.)      The Board of Directors shall have power to delegate any authority it so desires to the executivecommittee.

Section 2.)      The Board of Directors shall serve without compensation.

Article VIII

Executive Committee

Section 1.)      The executive committee shall be the past president, President and Vice President and any other members appointed by the President from the Board of Directors.

Article IX

Duties of Executive Committee

Section 1.)      The executive committee shall supervise, direct, and control the management, business, funds, andproperty of the association.  Employ, fix compensation of, and discharge any or all employees.  They may employ and pay an executive administrator who shall be in charge of the office and perform such duties as assigned by the executive committee and the bylaws.

Section 2.)      The Executive Committee shall serve without compensation.

Articl X

Officers

Section 1.)      The officers of the association shall be president, and vice president.  The vice president is elected for two years.  In the first two years of the elected vice president serves in this capacity and on the third year they then shall serve as president.  The president is therefore not elected but filled by the outgoing vice president.  The Active members of the association at the October annual membership meeting of the association shall elect the vice president.

Article XI

Duties of Officers

Section 1.)      It shall be the duty of the President to preside at all meetings of the Association, Board of Directors, and the Executive Committee.  They shall be the executive officer of the association and shall have general supervision of the Board of Directors and Executive Committee.

Section 2.)      It shall be the duty of the Vice President to perform all the duties of the President during the latter’s absence or disability.

Section 3.)  It shall be the duty of the executive committee to designate a treasurer who will be entrusted with the funds of the association, providing detailed accounting of such funds to the board and coordinating with a licensed Certified Public Account to file the appropriate State and Federal tax returns.

Section 4.)      It shall be the duty of the executive committee to designate a secretary to keep minutes of all meetingsof the Association, Board of Directors, and Executive Committee.

Section 5.)      The executive committee may compensate the individuals who complete the tasks outlined in sections 3 and 4 of this article if they so choose.

Article XII

Standing Committees

Section 1.)      Standing or special purpose committees may be established by the Executive Committee as needed.

Section 2.)      Each Committee shall be appointed by the President of the Association from the membership.

Article XIII

Handling  of funds

Section 1.)      The Executive Committee will be the authorized signature, on the association’s checking account along with the executive administrator.  The executive committee must approve in writing all payments of vouchers over a designated amount determined by the board.  Bank statements must be reconciled and reviewed quarterly by the executive committee.

Article XIV

Order of business

Section 1.)      The order of business of each meeting of the Association and the Board of Directors shall be asfollows:

• Guests giving their presentations

b.) Reading of the minutes of previous meeting c.)  Reports of officers

d.)  Reports of staff

e.) Unfinished business f.)   New business

g.) Good of the Association h.) Adjournment

Article XV

Headquarters

Section 1.)      The headquarters of the Association shall be determined by the Executive Committee.

Article XVI

Meetings

Section 1.)      The annual or special meetings of the association shall be held at such time and place as the Executive Committee shall determine.

Section 2.)      Meetings of the Board of Directors may be called on five (5) days written notice, at such time and place as may be determined by the Executive Committee.

Article XVII

Suspension or Expulsion of Membership

 Section 1.)      The Association, by a majority vote at any regular meeting, or the Board of Directors by a two‐thirds vote, shall have the power to suspend or expel for any proper cause, any member of this Association, provided thatany member expelled by the Board of Directors may appeal such suspension to the Association.

Article XVIII

Rule of order

Section 1.)      Robert’s Rules of order shall be the parliamentary authority of this Association.

Article XIX 

Interpretation and amendment of Bylaws

Section 1.)      The decision of the Board of Directors shall be final upon all questions of construction or interpretation of these bylaws.

Section 2.)      These bylaws may be amended by a two‐thirds vote of the members present at any meeting.

Article XX

Freedom of Trade

Members of this council shall not as such enter into any agreement of any agreement of any nature whatsoever the object of which is to restrain trade or limit competition

Article XXI

Policy

The records of the Association, its files, its correspondence, and its meetings shall be open at all times, during business hours, to proper public officials who, in the performance of their duties, are legally authorized to investigate the workings of the Association.  The fundamental policy of this Association is hereby declared to be   one of perfect frankness and openness in all its dealings among members and all its dealings with customers and the public.

9/11/10 mp