Over the last six months, we have been discussing the need to modernize the Associations’ bylaws, as our organization has gone through many changes over the last few years. A variety of situations piqued the issue and we were forced to begin changing the bylaws now. It started when numerous questions were asked and issues arose about all of our existing conferences and alliances, some of which (Heavy-haul Conference) are over 10 years old.
Today, we have a Heavy-Haul Conference, a Concrete Pumpers Conference and most recently a Water Truck Conference. Two years ago, after Joe was hired, we created the Western Trucking Alliance to serve as an identity/educational group for our out-of-state members. About five months ago, we decide to run some recently changed bylaws by our insurance underwriter that handles our Directors & Officers Insurance policy. He determined that our bylaws were far too vague, overly liberal concerning purpose, lacked centralized “Board” control and were fraught with financial and fiduciary liability pot-holes as they pertained even to chapters. He concluded that all of the chapters, conferences and alliances would have to have their own D&O insurance policies – at great expense.
That of course was totally unacceptable to us, but it did bring this issue to the forefront to resolve.
Many of these issues were discussed at the last Board Meeting and two rather long Executive Committee conference calls. Through the process our counsel suggested that we make these updates to the CCTA bylaws as soon as possible. It was determined late June 20 that the “Subdivisions” section of the bylaws would be completely separate from the many Chapter issues that we also had. Brooks’ staff worked Saturday morning prior to the Board meeting to have a draft change. At the Board meeting the draft was circulated, proposed and approved – incidentally unanimously. This new section will not only address all our association subdivisions and how they are to be managed and run, but will help us avoid any problems with our D&O liability insurance in the future.
We are adding a new Article 5.1 “Subdivisions”, the language of the section is included here for the memberships review.
CCTA BYLAW REVISIONS –
Presented & Board Approved June 21, 2014
ARTICLE 5.1: SUBDIVISIONS
Section 5.1.1. Board Direction and Control. All subdivisions of the Association shall be subject to the ultimate direction and control of the Board of Directors. The Board of Directors may establish and enforce such regulations as it may deem necessary for the conduct of all subdivisions. The Board may suspend or terminate a subdivision or remove a subdivision officer for noncompliance with the Articles, these Bylaws, or other policy or rule enacted by the Board.
Section 5.1.2. Subdivisions. Each member of the Association may belong to one or more subdivisions. For the purposes of these bylaws, a subdivision is an organizational unit of the Association, which may be based upon various types of operations within the trucking industry, or other defining characteristics, as approved by the Board, that fulfils the mission of the Association, as set forth in Section 2.2., and provides its members the opportunity for professional development and education. A subdivision shall not be geography-based. A subdivision shall not be entitled to a representative(s) on the Board of Directors. Subject to Board approval, a subdivision may be named a Conference, Alliance, Council, Coalition or other similar names, but in no event shall a subdivision use the term “Chapter.”
Section 5.1.3. Subdivision Activities. Subject to rules established by the Board, a subdivision shall facilitate the professional development and education of its members, including but not limited to, the discussion of issues, exchange of ideas, and establishment of professional and social relationships in order to promote the mission and ideals of the Association. No policy, position, communication or other action shall be adopted or taken that would affect the Association or other subdivision without the express approval of the Board. Each subdivision may submit recommendations on any subject to the Board for consideration and action by the Board.
Section 5.1.4. Subdivision Establishment. Upon a petition by fifteen or more regular members, the Board may establish a new subdivision.
Section 5.1.5. Subdivision Officers, Election, Vacancies, and Removal. Subject to Board approval, each subdivision shall elect a Chair, a Secretary, and a Treasurer; however, in no event may the Chair also concurrently serve as Secretary or Treasurer. Each subdivision Chair shall be a regular member under Section 4.1 in good standing under Section 4.5 upon election and until the expiration of the term for which elected. The Secretary and Treasurer shall be members under Section 4.1 or Section 4.3. All subdivisions shall conduct elections, fill vacancies, and remove subdivision officers in a manner prescribed by the Board of Directors.
Section 5.1.6. Subdivision Meetings and Quorum. Each subdivision shall have a minimum of two (2) in-person meetings for its membership each calendar year. Notice of each meeting shall comply with the notice requirements established in Article 4. Adequate minutes of each meeting shall be duly recorded, signed by the subdivision Secretary, and promptly delivered to the State Secretary. Voting shall comply with Section 4.19.
One-third (1/3, 33%) of the voting power shall constitute a quorum for the transaction of business at any subdivision meeting of members. Every act done or decision made by a majority of the members present at a subdivision meeting duly held at which a quorum is present shall be regarded as the act of the subdivision, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by the Articles of Incorporation, these bylaws, or the Law. Subdivision members may not vote by proxy.
Section 5.1.7. Subdivision Funding and Financial Accountability. Subject to Board approval, a subdivision may elect, by a two-thirds vote at any regular meeting of the subdivision, to charge additional dues to be used exclusively to accomplish any of the activities of a subdivision described in Section 5.1.3. Any membership dues allocated to the subdivision or other funds collected by a subdivision shall be collected by the Association office and deposited with the Association to the credit of that subdivision. Subdivision funds may be drawn upon and expended provided all of the following conditions are satisfied:
A written request for funds is submitted to the Association office by the subdivision Chair or subdivision Treasurer for a specific identified expenditure that accomplishes one or more permissible activities of a subdivision. Each request must be for a specific expenditure; blanket requests shall not be approved (i.e. funds for all future meetings).
The request is supported by adequate meeting minutes, signed by the subdivision Secretary, that clearly indicate that the specific request was approved by a majority vote of the regular membership of the subdivision at a duly noticed and attended meeting.
The request is supported by appropriate receipts, quotes, and/or other documentation validating the amount requested.
The Board, Executive Committee, or State Treasurer confirms that the aforementioned conditions are satisfied and approves the request.
No subdivision shall have any authority to incur any obligations or indebtedness, or enter into any agreements in the name of, or for the account of, the Association unless specifically authorized to do so by the Board.
Section 5.1.8. Alternative Subdivision Compliance Option. As an alternative for any subdivision that is unable or elects not to comply with sections 5.1.5, 5.1.6, and 5.1.7, upon petition by one or more members of any subdivision, the Board or Executive Committee shall make a reasonable inquiry into the matter and if determined necessary, the Board or Executive Committee may assume all decision-making authority for the subdivision, including but not limited to, the appointment of officers, financial decision-making, and any other actions, decisions, rules, or policies it deems appropriate.
All CCTA Subdivisions to be Approved
After the Subdivision article/section addition was unanimously approved, the Board accepted a petition by over 20 members to create the Coalition of American-Latino Truckers. That petition too was unanimously approved. We will have to go back to the other conferences and alliance and determine if we can get 15 members to agree to them and then reestablish the three conferences and one alliance, if not, the Board has broad power to create these subdivisions under its oversight.