Limousine Association of Maryland, Incorporated
Limousine Association of Maryland: The Voice of the Chauffeured Transportation Industry Statewide
Adopted by the Board of Directors, July 16, 2013 at their quarterly meeting.
ARTICLE 1: NAME AND PRINCIPAL OFFICE
Section A. Name:
The name of this corporation shall be the LIMOUSINE ASSOCIATION OF MARYLAND, INCORPORATED. (“LAM”), a nonprofit corporation incorporated under the laws of the STATE OF MARYLAND.
Section B. Office:
The principal office of the LAM shall be located at 2802 Summit Ave, Baltimore,
.Maryland 21284 or at such other location as may be directed and determined by the Board of Directors of the LAM (“Board” or “Board of Directors”). All references hereinafter to “Board” or “Board of Directors” shall relate solely to the nine (9) representatives of Active Operators Members, as defined in Article 3, Section A. hereof, who are elected by the Active Operator Members to seats on the Board and shall not apply to the two (2) individuals representing Vendor Members, as defined in Article 3, Section A. hereof, who shall function in an ex officio, non voting capacity with respect to the Board.
Article 2: PURPOSE
The purpose of the LAM shall be as set forth in its articles of incorporation, as amended. To achieve those purposes, the LAM shall: ( 1) provide a state forum for the exchange of information and views by members of the LAM; (2) provide a mechanism for the collection of information and to educate members concerning matters of mutual interest and concern; (3) advance the interest of the pre arranged chauffeured ground transportation industry (“Industry”) and its members before the state and county regulatory authorities; (4) to offer members state and local promotion and publicity; and (5) perform such duties as will benefit the LAM and its members.
Section A. Limitation of Methods:
The LAM shall observe all local, state and federal laws, which apply to non-profit organizations.
ARTICLE 3. MEMBERS
Section A. Types of Members: LAM shall be comprised of the following types of members:
The Board of Directors may also, at its sole discretion, appoint any other person as an Honorary Member. In considering persons for honorary membership, the Board of Directors shall take into account such person’s activities in, contribution to or potential contributions to the industry and the LAM. Honorary Members shall be entitled to attend all open meetings of the LAM, but shall not have the right to vote or hold elective office.
Section B. Termination and/or Transfer of Membership: Any Active Operator Member who shall cease to be an owner of a chauffeured transportation business shall automatically cease to be a member of LAM. Honorary members are personal designations and non-transferable.
Section C. Suspension and/or Expulsion:
Section D. Reinstatement: Any former member who has resigned or has been suspended for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. However, a reinstated member must wait one (1) year from the date of reinstatement before applying for nomination to the Board. 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 who has been expelled or suspended for reasons unrelated to a failure to pay dues may be reinstated by the Board at a time and upon such conditions as the Board may see fit.
Section E. Membership ,Directory: The LAM membership directory shall be published annually and listed on the LAM website.
ARTICLE 4: DUES
Section A. Amount and Due Date: Dues for all classes of membership shall be established by the Board of Directors. All dues shall be paid within thirty (30) days of the start of the membership period. (November 1 to October 31)
Section B. Delinquent Payment: Any LAM member whose dues payment remains delinquent for a period of thirty (30) days shall be notified of such delinquency and advised that such member’s LAM membership will be suspended at the end of thirty (30) days of the start of the membership period. The member will be automatically suspended pursuant to Article 3, Section B, if payment is not made by the end of thirty (30) days from the start of the membership period. During any period of suspension, a member whose dues remain unpaid shall not be entitled to any services of the LAM. Upon application the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.
Section C. No 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; Attendance; Quorum: Four quarterly meetings of the LAM shall be held in each calendar year on such dates and at such time and place as shall be determined by the Board of Directors. The Board of Directors may call special meetings of the LAM on such dates and at such times and places as it determines with a ten (10) day notice. Each Active Operator Member, Pending Operator Member, and Vendor Member who is not delinquent in the payment of its dues to LAM may attend all meetings of LAM’s membership. Ten percent (10%) of the voting members of the LAM must be present in person or by proxy to constitute a quorum. A quorum is required for the transaction of business at any regular or special meeting. Unless otherwise specified herein, 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. Except as otherwise described in Article 5, Sections D and F, meetings or voting of members by telephone, telegram, cablegram, electronic mail, or any other form of electronic or telephonic transmissions are not permitted.
Section B. Notice of Membership Meetings: Notice of the date, time, place and purpose of any meeting of the members of the LAM shall be given in writing, by personal delivery, EMAIL or by United States mail, addressed to each member of the LAM at the address/ mail address on file at the LAM office not less than ten
(10) nor more than fifty (50) 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 all of the members entitled to vote thereon. Returned, tallied and published results will go to the Board.
Section D. Voting; Proxies: Registration: At each meeting of LAM’s membership, each Active Operator Member who is not delinquent in the payment of its LAM dues and is properly registered may cast one (1) vote, either in person or by proxy, on each matter brought before the LA:M membership for a vote. Pending Operator Members shall not be entitled to cast votes at LAM n;:i.embership meetings. Each Vendor Member who is not delinquent in the payment of its LAM dues and is properly registered may cast one (1) vote, either in person or by proxy, on any matter brought before the membership for a vote. Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors, and all proxies to be voted must be filed, in such form as the Board of Directors shall determine, with the LAM office prior to the commencement of the meeting. Balloting for the election of Directors shall, however, be conducted by mail or by electronic transmissions as determined by the Board of Directors.
Section E. Order of Business:The order of business at all meetings of members shall be as determined by the Board of Directors.
Section F. Nomination of Directors: Together with the notice of the quarterly meetings of members, the LAM office shall mail/ email a copy of the report of the Nominating Committee to all members. The election shall be conducted by emailed ballot. The emailing will include the Ballot with specific instructions.
ARTICLE 6. BOARD OF DIRECTORS
Section A. Authority and Responsibility: The Board of Directors shall be vested with authority to supervise, control, and direct LAM’s affairs, shall determine LAM’s policies or changes therein within the limits of the by-laws, shall actively prosecute LAM’s objectives, and shall have discretion in the disbursement of LAM’s funds. The Board of Directors 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. Composition of the Board: The Board of Directors shall consist of nine (9) individuals in LAM who have maintained that membership for at least one (1) year. Directors shall serve two (2) years, with the past President becoming Chairman of the Board, for one ( 1) year assisting the newly elected President of the LAM.
Section C. Selection of the Directors: Each Active Operator Member may vote for candidates for Board seats who have been Active Operator Members for at least one (1) year. Election to the Board will be determined by a nominee’s receiving at least a plurality of the ballots cast for that seat on the Board.
At the November quarterly meeting the general membership will choose four (4) members of the Association, two (2) will be on the Board of Directors and two (2) will be from the general membership. They will be the nominating committee for the new Board of Directors that will be chosen at the next regular, quarterly meeting.
The nominating committee shall present a slate of candidates to replace the directors whose term is expiring, and confirm by personal contact with the candidates that they are willing to accept the directorship responsibility
Section D. Term Limit and Other Restrictions of Directors: Any Active Operator Member sharing common ownership with another Active Operator Member may have only one (1) representative on the LAM Board of Directors at one (1) time. Notwithstanding the foregoing restrictions, nothing herein shall prevent an Active Operator Member from having one (1) of its officers or principals serve as a director on LAM’s Board simultaneously with that Active Operator Member’s having another one ( 1) of its officers or principals serve on another Board of Directors that is competitive with LAM or the Industry.
Section E. Replacement of Directors: In the event that any person shall become unable or unwilling to serve in the director’s seat to which he/ she has been elected, the Board of Directors shall name a replacement. In the event that the resigning or incapacitated director held one (1) of the nine (9) seats on the Board, that seat shall be offered to the candidate who had obtained the next highest number of votes in the most recent election. That candidate shall serve the balance of the outgoing director’s term.
Section F. Failure to Attend Meetings: Any director who fails to attend two (2) regular meetings during his/ her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.
Section G. Meetings: One regular meeting of the Board of Directors shall be held immediately before, after or during the quarterly meetings of members of the LAM
The Executive Director must notify the Board of Directors of the meeting date at least thirty (30) days prior to the meeting. Special meetings of the Board of Directors may be called at any time by the President or by any five (5) directors exclusive of the Vendor, Member representatives acting in a non-voting, ex officio capacity with respect to the Board. Legal counsel may be present at all meetings of the Board if so ordered. Ten ( 10) days written notice by 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 ROBERT’s RULES OF ORDER, Revised, when not in conflict with these bylaws. At all meetings of the Board, the President shall preside, but in that individual’s absence, the Vice President shall preside. If either the Rresident or Vice President is not present, a chairman will be chosen by the Board and shall preside. Any or all directors may participate in _a meeting of the Board of Directors by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. No vote at any Board of Directors meeting may be cast by proxy.
Section H. Quorum: A majority of directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article 6, Section E. 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 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 Executive Director.
Section J. 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 LAM. Member will be notified in writing of the Board’s decision and a thirty (30) day period allowed for the member to defend.
Section K. Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary of the LAM. Unless otherwise specified in the notice, the resignation of such officer shall take effect upon receipt thereof by the Board 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, i.e., business problems or health reasons, that individual may not run again for the Board.
ARTICLE 7. OFFICERS
Section A. President: The President shall be the principal Executive Officer of the LAM, and the President shall preside at all meetings of the LAM and the Board of Directors. The President shall also serve as the chair and as a voting member of the Executive Committee, but shall function in a non-voting, ex officio capacity on all other committees, the sole exception being that the President may not serve in any capacity on the Nominating Committee. Finally, the President shall be responsible for the general management of the affairs of the LAM and shall see that all orders and resolutions of the Board are carried into effect. Vendor Members cannot hold a seat on the Executive Board.
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 D. Treasurer: The Treasurer shall be the financial officer of the LAM. 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 on the finances of LAM to the Board of Directors at all regular, quarterly meetings and to the members.
Section E. Secretary: The Secretary shall attend all meetings of the members and the Board of Directors. The Secretary is also the keeper of the LAM corporate seal and upon instruction by either the President or the Board of Directors shall be authorized to use same.
Section F. Election of Officers: Immediately following the certification of the new Directors, the current President shall select four (4) members to serve. The President shall provide the nominating committee with the list of Directors for the ensuing calendar year, requesting they select a candidate for each office to be filled: President, Vice President, Secretary, and Treasurer. When proposed, such information shall be presented in written form to the President.
Section G. Succession of Officers: In the event the President is 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 Presidency for the remainder of the year. The person holding the position of Secretary will become the Vice President. The Board shall vote to replace the position of Secretary at the next meeting of the Board of Directors.
In the event the Secretary or the Treasurer is 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 the Secretary or Treasurer at the next meeting of the Board of Directors.
ARTICLE S. , COMMITTEES
Section A. Standing Committees: Identified below are the standing committees of LAM. The President shall appoint the chair or co-chairs of each committee. With the exception of the Executive Committte and the Nominating Committee, the chair or co-chairs of each of the other standing committees shall have discretion to determine the size of their respective committees. The size of the Executive Committee and the Nominating Committee shall be as prescribed in Sections A. land A.2 of this Article 8. The chair or co-chairs of each com.mittee, other than the Executive Committee and Nominating Committee, shall have the power to appoint the constituents of their respective committees. The constituency of the Executive Committee and the Nominating Committee shall be. established or determined as set forth in Sections A.1 and A.2 of this Article 8.
. President or by any two (2) members of the Executive Committee. A majority of the Executive Committee shall constitute a quorum. The Executive Director and General Counsel of LAM may attend meetings of the Executive Committee at the direction of the President.
and shall submit its report to the President not later than forty-five (45) days prior to such meeting. The President of LAM shall not be a member of this committee.
Section B: Ad Hoc Committees: The Board of Directors, at its direction, may from time to time elect to appoint various ad hoc committees comprised of two
(2) or more of the Board’s members to assist the Directors in the conduct of LAM’s affairs.
Section C: Minutes; Participation of Meetings: Committees shall regularly report to the Board (in writing or verbally as directed by the Board) on their meetings and determinations.
The Executive Director or his/ her designee may be tasked to take such minutes. Chairs or co-chairs of committees presenting oral reports may do so with the assistance and prompting of the Executive Director. Any or all members of a
committee may participate in their committee’s meetings by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. No vote at any committee meeting may be cast by proxy.
ARTICLE 9. FINANCE
Section A. Bank Accounts: The funds of the LAM shall be deposited from time to time by or at the direction of the Board of Directors and documented by aBoard Resolution. The Board of Directors may provide, or may delegate to the
Treasurer to provide for an account at any bank for the payment of expenses of the office of the LAM and may provide for such conditions as two (2) signatures for withdrawals and balances as the Board of Directors as may deem appropriate. There is currently one (1) signature required by the President. A spending cap is hereby established which requires that at no time r;nay the LAM assets be less than $2,000 unless the membership approves an override of this spending cap.
Section B. Fiscal Year: The fiscal year of the LAM shall close on December 31 of the current year and be prescribed by the Board of Directors.
Section C. Bud.get: The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the LAM.
Section D. Financial Reports: The Treasurer shall furnish to the Board of Directors at the each regular, quarterly meeting of the Board of Directors a financial report of the LAM for the preceding quarter, and at each November meeting a financial update of the financial condition of the LAM.
ARTICLE 10. LIMITS ON LIABILITIES
Nothing contained herein shall constitute members of the LAM 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 future employee of the LAM, nor shall any member, officer, agent or future employee be liable for his or her acts or failure to act under these bylaws, excepting only acts or omission to act arising out of that individual’s willful malfeasance.
ARTICLE 11. SEAL
The seal of the LAM shall bear such information as determined by the Board of Directors.
ARTICLE 12. CONSTRUCTION
If there be any conflict between the provisions of LAM’s Articles of Incorporation and these By-Laws, the provisions of the Articles of Incorporation shall govern.’
ARTICLE 13. DISSOLUTION
The LAM shall use its funds to accomplish the objectives and purposes set forth in these bylaws, and, upon the final dissolutjon of the LAM, no part of said funds shall inure or be distributed to members of the LAM. On such dissolution, the funds of the LAM may be paid over to such recipient(s) as described in the Articles of Incorporation, to a successor created by the reorganization of the LAM, or if there be no such named recipient or successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
ARTICLE 14. AMENDMENTS
The By-Laws of the LAM may be amended by the voting members at any regular, quarterly meeting, or at any special meeting called for that purpose or by ballot. Voting (including by ballot) can only take place when there is a quorum of the voting members as defined in these By-Laws in Article 5 Section A.