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Article I – Name
Section 1. The name of this Association shall be Texas Independent Automotive Association hereafter referred to as “the Association.”
Section 2. The principal office of the Association shall be in Austin, Texas. Until such time that the Association establishes an Austin office, the Board may designate any city as a temporary office. The Association may have such other offices as may from time to time be designated by the Board of Directors.
Section 3. The Association may affiliate with but may not merge with other associations except by dissolution.
Article II – Definitions
Section 1. The term “industry” shall mean the independent automotive service industry composed of those independently –owned business firms engaged in the maintenance of motor vehicles or automotive related support businesses.
Section 2. A “chapter” is any geographic area group of five or more active members formally organized and constituted under the rules and Bylaws of the Association
Article III – Objectives
Section 1. The objectives of the Association shall be:
(1) To consider and deal, by all lawful means, with common problems of management, such as those involved in the ownership and operation of automotive repair shops, including the employment and training of personnel and financial functions associated with businesses of this nature; to secure cooperative action in advancing the common purposes of its members; foster equity in business usage’s; and promote activities aimed at enabling the industry to conduct itself with the greatest economy and efficiency;
(2) To afford due consideration to an expression of opinion upon questions affecting the industry and the financial, commercial and industrial interests of the state, and to promote the common business interest of the industry.
(3) To cooperate with other industries and organizations; and
(4) To do anything necessary and proper for the accomplishment of any objects herein set forth or which shall be recognized as proper and lawful objectives of associations, all of which shall be consistent with public interest as well as in the interest of this industry and trade.
Section 2. In furtherance of these purposes and objectives, but not in limitation thereof, this non-profit Association shall have power:
(1) To collect and disseminate statistics and other information;
(2) To conduct consultation and submit recommendation with reference to shop layout, location and service methods;
(3) To further training and education of those connected with or desirous of becoming affiliated with the industry;
(4) To encourage and actively support safety in all phases of industry employment;
(5) To encourage and actively support safety on the streets and highways;
(6) To analyze the financial structure of the industry with reference to capital investment and earnings;
(7) To promote sound accounting practices and uniform costing methods; and
(8) To engage in any lawful activities which will enhance the efficiency and economic progress of the industry and inform the public of its scope and character.
Article IV – Membership
Section 1. The Association shall be composed of the following categories of members: Active, Affiliate, Associate, Limited, Honorary, Retired and Educational
Section 1a. All of the above stated Categories of Membership, are to be considered in good standing, when their dues and/or assessments are paid in full, other than Honorary and Retired members.
Section 2. Active members are representatives of businesses and organizations directly engaged in the automotive service industry within the State of Texas. No business or organization shall have more than two active members.
Section 2a. Each active member shall have one vote and may hold office.
Section 2b. Additional locations All business or organization that have more than one location will have no more than two active members. Additional locations shall be entitled to all privileges of membership except voting and holding elective office.
Section 3. Affiliate members are individuals employed by active members.
Section 4. Associate members are those individuals, firms, companies or corporations who have a legitimate interest in fostering a healthy business climate for the independent repair shop owner and hose natural market area includes more than the area encompassed by a single chapter. Associate members shall be entitled to all privileges of membership except voting and holding elective office.
Section 5. Honorary members are persons who have rendered highly meritorious service to the automotive service industry. They must be recommended by at least three members of the Board of Directors and elected by the Board. Honorary members shall not be required to pay dues, but shall be entitled to all privileges of membership except voting and holding elective office.
Section 6. Retired members are those former Active members who have sold and are retired from their business, have reached full retirement, and who wish to remain active in the Association. They shall retain all privileges of Active members so long as they are active in the affairs of the Association and shall not be required to pay dues.
Section 7. Educational members are those individuals who are engaged in the education and training of those persons working in or training for the automotive service industry. They shall not be accorded the benefits of active membership. They shall be non-voting and may not hold elective office.
Section 8. Limited members are individuals or businesses enrolled for special reasons. Association benefits are limited to those specified by the Board of Directors. Limited members shall be non-voting and may not hold office.
Section 9. Each active member in good standing shall have one vote in the affairs of the Association. Affiliate, Limited, Honorary and Associate members shall be non-voting. Active members may vote in person or by an individual written proxy authorization to another active emmber. A copy of the proxy authorization must be received by the State headquarters seven days prior to the voting date.
Section 10. All members shall be selected in a manner determined by the Board of Directors.
Section 11. All Association signs, emblems and other insignia issued to any individual, company or group for any reason are issued on the lease basis and not sold. Such material shall remain the property of the Association and may be reclaimed by the Association.
Section 12. For lawful cause, any member may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of the Bylaws, Code of Ethics, or any lawful rule or practice duly adopted by the Association, or any other conduct prejudicial to the interest of the Association. Suspension or expulsion shall be by two-thirds vote of the membership of a chapter, in the case of chapter-affiliated members, and by two-thirds vote of the Board of Directors in the case of members-at-large.
Article V – Dues
Section 1. Dues for each member shall be determined by the board of Directors and approved by a vote of the membership.
Section 2. Notice of members dues and/or assessments will be sent out on the 25th of the month proceeding their due date, thirty (30) days after their due date, and thirty (30) more days after their due dates. After this procedure, then they will be placed in an inactive but continuing bill file for six (6) months before they are dropped from the rolls. While on this inactive list all benefits will be subject to Executive Board approval.
Article VI – Meetings
Section 1. There shall be an annual meeting of the Association at such time and place as may be authorized by the Board of Directors. Notice of such meetings shall be mailed to each member at his last recorded address at least thirty (30) days before the date of each meeting. A quorum for the transaction of business shall be composed of the number of voting members present at such meeting.
Section 2. The parliamentary rules set forth in “Robert’s Rules of Order” shall govern all deliberations of the Association when not in conflict with these Bylaws.
Article VII – Board of Directors
Section 1. The Board of Directors shall consist of the President, One or Two Vice Presidents, the Immediate Past President, the Secretary, the Treasurer and one Director from each area Association.
Section 2. Members of the Board of Directors shall be elected at each annual meeting of the Association. Area Directors shall be elected by vote of the active members in the area which each represents.
Section 3. The Board of Directors shall have 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 funds. It may adopt such rules and regulations for the conduct of the business as shall be deemed advisable and may, in the execution of its power granted appoint such agents as it may consider necessary.
Section 4. Except that the Board shall have a regular meeting at the time and place of the annual meeting, the Board shall meet upon call of the President at such times and places as he may designate, and shall be called to meet upon demand of a major of the members. Notice and an agenda of all meetings of the Board of Directors shall be sent by mail or telegraph to each member of the Board, Chapter President and Secretary at least thirty (30) days in advance of such meetings.
Section 5. A majority of the whold Board shall constitute a quorum at a meeting of the Board. Any less number may adjourn from time to time until a quorum is present.
Section 6. Any member of the Board of Directors unable to attend a meeting shall, in a letter addressed to the Associations office, state the reason of his absence.
Section 7. Any vacancies that may occur on the Board may be filled by the President with the approval of the remaining members of the Board.
Section 8. A recorded vote of any issue that is not a unanimous vote by the Board of Directors must be entered in the minutes by roll call.
Article VIII – Chapters
Section 1. A Chapter shall have the right to govern itself insofar as its Bylaws or conduct do not conflict with the Bylaws and rules of the Association.
Section 2. A Chapter may establish its own dues structure provided the amount of dues does not act as a deterrent against membership.
Section 3. A Chapter may require all voting members within its area to enroll as a chapter member to qualify for state membership.
Article IX – Officers
Section 1. The elective officers of the Association shall be a President, two Vice-Presidents, a Secretary, and a Treasurer. These officers shall be elected by the membership at the annual meeting of the Association. At such meeting, nominees for any office may be made from the floor by any voting member.
Section 2. Each elective officer shall take office at the annual meeting and shall serve for a term of one (1) year or until his successor is duly elected and qualified.
Section 3. The President shall be the chief officer of the Association, of the Board of Directors, and of the Executive Committee. He shall be a member ex-officio, with right to vote, on all committees except the Nominating Committee. He shall also, at the annual meeting of the Association and at such other times as he shall deem proper, communicate to the Association or the Board of Directors such matters and make such suggestions as may, in his opinion, tend to promote the welfare and necessarily incident to the office of the President or as may be prescribed by the Board of Directors.
Section 4. The Vice-President may, in the order of their designation by the President, be delegated by the President to perform his duties in the event of his temporary disability or absence from meetings. The President shall assign other duties to the Vice-Presidents.
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