Proposed NEW NLA by-laws.

The following posts consist of separate Articles of the by-laws I drafted for NLA in December 2000. These are REAL corporate by-laws, not something that a group of amateurs invented. Nothing ever happened with them, but to the extent that someone wants to know what a for-real set of corporate by-laws looks like, here they are.

These are in reverse order, so start at the bottom - I didn't think to post them in reverse order so they would be in proper order. Michael, can you flip these so they follow from top to bottom?

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on February 24, 2002 at 04:50 PM.]

Article 1.00 Offices


Section 1.01 Principal Office. The principal office of the corporation shall be located in the City of ____, County of _____ and State of _____. The corporation may have such other offices, either within or without the District of Columbia of the State of _______, as the Board of Directors may determine or as the business of the corporation may require from time to time.

Section 1.02 Registered Office. The registered office of the corporation required by the District of Columbia Code to be maintained in the District of Columbia may be, but need not be, identical with the principal office in the State of ______, and the address of the registered office may be changed from time to time by the Board of Directors.


Article 2.00 Members


Section 2.01 Classes of Members. The corporation shall have ___ classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

Section 2.01.1 Regular Members.

Section 2.01.2 Associate Members

Section 2.01.2 (alternate) Association Members

Section 2.01.3 (alternate) Industry Members

Section 2.01.* Honorary Members

Section 2.01 Election of Members. Members shall be elected by the Membership Committee, subject to review by the Board of Directors in the case of any applicant for membership who is rejected by the Membership Committee. An affirmative vote of a majority of the Membership Committee shall be required for the election of any member, and upon review by the Board of Directors of any applicant who is rejected for membership shall also be by an affirmative vote of a majority of the Board of Directors.

Section 2.02 Termination of Membership.

Section 2.02.1 Resignation. Any member may resign from the corporation by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 2.02.2 Suspension or Expulsion. The Board of Directors, by an affirmative vote of two-thirds (2/3) of all of the members of the Board of Directors, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at an regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues or any assessment for the period fixed in Section ___ of these by-laws.

Section 2.02.3 Reinstatement. Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board of Directors, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Section 2.01 Annual Meeting. An annual meeting of the members shall be held on the first Saturday in the month of February of each year, beginning with the year 2001, at the hour of 10:00 o’clock, A.M., prevailing time, or at such other time on such other day within such month as shall be fixed by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of _____, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Section 2.02 Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the of not less than one-tenth of all members of the corporation entitled to vote at the meeting.

Section 2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the District of Columbia or the State of ____, as the place of the meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the District of Columbia or the State of _____, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of _____.

Section 2.04 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership roll of the corporation, with postage thereon prepaid.

Section 2.05 Closing of Membership Roll or Fixing of Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of membership for any other purpose, the Board of Directors of the corporation may provide that the membership roll shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the membership roll book shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such membership roll shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the membership roll, the Board of Directors may fix in advance a date as the record date for any such determination of membership, such date in any case to be not more than fifty (50) days and, in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action, requiring such determination of members, is to be taken. If the membership roll is not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of membership. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.06 Voting Record. The officer or agent having charge of the membership roll for membership of the corporation shall make a complete record of the members entitled to vote at each meeting of members or any adjournment thereof, arranged in alphabetical order, with the address of each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.

Section 2.07 Quorum. Ten (10%) percent of the outstanding members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than ten (10%) percent of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 2.08 Proxies. At all meetings of members, a member may vote in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 2.09 Voting by Members.

Section 2.09.1 Voting at Meetings of Members. Each outstanding membership entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members.

Section 2.09.2 Voting by Mail. Votes for the election of directors at the annual meeting of the members, or such other matters as the Board of Directors may from time to time determine at any annual or special meeting of the members, may be by written ballot through the mails, personal delivery or by reputable courier service. The casting of any vote by written ballot in accordance with this Section shall be counted toward the presence of a quorum at any such meeting. Written ballots shall signed by the person entitled to vote and shall be delivered to the principal office of the corporation in sealed envelopes bearing an identifying name or membership number. The receipt of delivery of written ballots cast by members in accordance with this Section shall be logged by the Secretary of the corporation and secured by the Secretary until the meeting at which said votes are to be cast, at which meeting, a quorum being established, they shall be opened and counted.

Section 2.09.3 Cumulative Voting [Rights]. [Cumulative voting is not permitted][At all elections of directors of the corporation, each member entitled generally to vote for the election of directors shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his membership multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the numbers to be voted for, or for any two or more of them as he sees fit.]

Section 2.11 Voting of Memberships by Certain Holders.

Section 2.11.1 Voting of Memberships Held by Corporation. Memberships standing in the name of another corporation, company or partnership may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine. The name and address of a natural person entitled to vote shall be at all times registered with the Secretary of the corporation, and in the absence of such registration the member shall not be entitled to vote.

Section 2.11.2 Voting of Memberships Held by Administrator. Memberships held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such membership into his name. Memberships standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote a membership held by him without a transfer of such membership into his name.

Section 2.11.3 Voting of Memberships in the Name of a Receiver. Memberships standing in the name of a receiver may be voted by such receiver, and memberships held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

Section 2.12 Inspectors of Election. The Board of Directors, in advance of any meeting of the Members, may appoint inspectors to act at such meeting or any adjournment thereof, not to exceed three in number. If inspectors of election are not so appointed, the officer or person acting as chairman of any meeting may, and on the request of any Member or his proxy shall, make such appointment. In case any person appointed as an inspector shall fail to appear or to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting, or at the meeting by the officer or person acting as chairman. The inspectors of election shall determine the number of memberships outstanding from the membership roll as set forth in Section 2.05, the members represented at the meeting including those casting written ballots as provided in Section 2.09.2, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes, ballots, assents, or consents, hear and determine all challenges and questions in any way arising in connection with the vote, count and tabulate all votes, ballots, assents and consents, determine an announce the result, and do such acts as may be proper to conduct the election or vote with fairness to all Members. No inspector, whether appointed by the Board of Directors or by the officer or chairman need be a Member, and shall not be an officer of director of the corporation or any person seeking election at said meeting or interested in any matter subject of a vote.

Section 2.13 Informal Action by Members. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by twenty-five (25%) percent of the members entitled to vote with respect to the subject matter thereof.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Article 3.00 Board of Directors


Section 3.01 General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 3.02 Number, Tenure and Qualifications. The number of directors shall be six (6). Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified.

Section 3.03 Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of _____, for the holding of additional regular meetings without other notice than such resolution.

Section 3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any _____ directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of _____, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.05 Notice. Notice of any special meeting of the Board of Directors shall be given at least five (5) days prior thereto by written notice delivered personally or sent by mail, electronic mail, telegram or by electronically transmitting a facsimile of such notice to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by electronic mail or electronic transmission of a facsimile of the notice, such notice shall be deemed given when at the time of the electronic transmission. A director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these By-Laws.

Section 3.06 Quorum. A majority of the number of directors fixed by Section 3.02 of this Article 3.00 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority of the directors is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.07 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Section 3.08 Informal Action by Directors. Any action required or permitted to be taken by the Board of Directors at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.09 Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office unless, at the time a vacancy occurs there are more than two years of the directorship remaining, in which case the director elected to fill said vacancy shall be elected until the next annual meeting of the members at which time a successor shall be elected by the members for the unexpired term of the predecessor in office in the same manner as directors are normally elected.

Section 3.10 Expenses. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors.

Section 3.11 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

of you providing this is you didn't even charge $250 an hour for it!

No one can ever say, "JHJ...quit talking about it and do something" -- as far as I am concerned, you JUST DID DO SOMETHING. (More than most NLA members can say, including myself ..[former NLA member])

http://www.limousinesonline.com/proudmember.gif

The mandate for the standing committees needs input from a widfe variety of members and I did not try to presume to tell NLA how to structure the standing committees.


Article 4.00 Committees.

Section 4.01 Committees of Directors.

Section 4.01.1 Standing Committees.

Section 4.01.1.1 Executive Committee.

Section 4.01.1.2 Finance Committee.

Section 4.01.1.3 Membership Committee. The Membership Committee shall consist of five persons who need not be officers or directors of the corporation. The Membership Committee shall accept applications for membership in the corporation in such form as the Board of Directors shall from time to time determine, and shall determine whether the applicant meets the requirements for membership in the corporation.

Section 4.01.1.4 Nominating Committee. The Nominating Committee shall consist of five persons who need not be officers of directors of the corporation. The Nominating Committee shall accept applications for nomination for election to the Board of Directors of the Corporation, and shall make such reasonable investigation as may be necessary to verify the information submitted in such applications, including information sufficient to prepare a biographical sketch of each applicant who qualifies for nomination. The Nominating Committee shall endeavor to identify potential nominees for election to the board of Directors and encourage such candidates to submit their applications for nomination. The Nominating Committee shall also accept petitions signed by five (5%) percent of the Members requesting the nomination of one or more persons for election to the Board of Directors, and shall obtain the written consent of the person or persons to be nominated by said petitions. The Nominating Committee shall make a written report to the Board of Directors consisting of the names of all nominees for election to the Board of Directors, including those nominated by petition of the Members, and shall include therewith a biographical sketch sufficient to inform the Members as to the credentials of the nominees. The investigation of the Nominating Committee shall be strictly limited to the nominees qualifications to serve as a director as set forth in these by-laws.

Section 4.02 Other Committees.

Section 4.03 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, of unless such member shall cease to qualify as a member thereof.

Section 4.04 Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 4.05 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 4.06 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 4.07 Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

James H. Joseph
[B]Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Article 5.00 Officers


Section 5.01 Officers. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article 5.00. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 5.02 Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 5.03 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.04 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.05 President. The President shall be the principal officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for membership in the corporation and deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.06 Vice President. In the absence of the President, or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for membership in the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 5.07 Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 5.00 of these By-Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 5.08 Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; sign with the President, or a Vice President, certificates for memberships of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the membership roll of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 5.09 Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

Section 5.10 Compensation. The officers of the corporation shall serve without compensation.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Article 6.00 Contracts, Checks, Deposits and Funds


Section 6.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6.02 Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6.03 Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

Section 6.04 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.


James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Article 7.00 Certificates for Memberships


Section 7.01 Membership Certificates. Certificates representing membership in the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles. Each membership certificate shall be consecutively numbered or otherwise identified. The name and address of the person to whom the membership represented thereby are issued, with the date of issue, shall be entered on the membership roll of the corporation.

Section 7.02 Transfer of Memberships. Transfer of memberships of the corporation shall be made only on the membership roll of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the membership certificate for such membership. The person in whose name a membership stands on the membership roll of the corporation shall be deemed by the corporation to be the member for all purposes.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Article 8.00 Indemnification of Directors and Officers


Section 8.01 Claims By Third Parties. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) or in connection with an appeal relating thereto, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 8.02 Claims By or on Behalf of the Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that a court of original jurisdiction of the District of Columbia, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the said court or such other court shall deem proper.

Section 8.03 Indemnification as of Right. To the extent that any person referred to in Sections 8.01 and 8.02 of this Article 8.00 has been wholly successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. The term “wholly successful” shall mean termination of any claim, action, suit or proceeding against such person without any finding of liability or guilt against him and without any settlement by payment, promise or undertaking by or for such person or the expiration of a reasonable period of time after the making of any claim or threat without action, suit or proceeding having been brought and without any settlement by payment, promise or undertaking by or for such person.

Section 8.04 Discretionary Indemnification. Any indemnification under Sections 8.01 and 8.02 of this Article 8.00 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 of this Article 8.00. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding (or who have been wholly successful with respect thereto), or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel (which may be the regular counsel to the corporation) in a written opinion, or (c) by the members.

Section 8.05 Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as provided in this Article 8.00.

Section 8.06 Indemnification Not Exclusive. The indemnification provided by this Article 8.00 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, By-law, agreement, vote of the members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.07 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 8.00.

Section 8.08 Constituent Corporations. For the purposes of this Article 8.00, references to “the corporation” shall include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Article 9.00 General


Section 9.01 Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the authority or the Board of Directors, and shall keep at the registered or principal office of the corporation the membership roll. All books and records of the corporation, as well as minutes of the proceedings of its members, board of directors and committees may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Section 9.01 Dues and Assessments.

Section 9.01.1 Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by members of each class.

Section 9.01.2 Payment of Dues. Dues shall be payable in advance on the first day of each fiscal year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal year of the corporation.

Section 9.01.3 Default and Termination of Membership. Any member in default in payment of dues shall be ipso facto suspended from all privileges of membership, and if, after notice, such default be not cured within ___ days, his membership may be terminated by the Board of Directors in the manner set forth in Section ____ of these By-Laws.

Section 9.02 Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

Section 9.03 Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and have inscribed thereon the name of the corporation and the words “Corporate Seal, District of Columbia”.

Section 9.04 Waiver of Notice. Whenever any notice is required to be given under the provisions of the District of Columbia Code or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 9.05 Amendments. These By-Laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds majority of all of the directors, or by a majority of members present, in person or by proxy, at any regular or special meeting thereof.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Following is the list of discussion points I gave Seelinger, Cirruzzo, Sorci, etc. in December, 2000. These are the things I felt needed to be discussed as the key factors in a new set of by-laws. Some of them are in the by-laws I drafted, but some are not and should be, but lawyers cannot impose by-laws on clients. The process of developing by-laws is an interaction between counsel and the client. If you don't have a corporate lawyer (somebody who knows what they're doing with corporate structure) you get crap. And if the lawyer doesn't know how to pose issues to the client for the client to make decisions, you get crap. NLA suffers from both problems, as near as I can determine.

Here's the talking points:

Discussion Points

Members
Classes of membership, Regular, Associate
Definition of Regular Members
Can all other forms be lumped under Associate Members
Associations
Vendors
Honorary
Suspension or expulsion
Reinstatement
Definitions of other forms of membership - voting rights

Board of Directors
Regionalization
Standing Committees (Executive, Finance, Membership & Nominating)
Failure of directors to attend meetings
Removal of directors
Election of Directors
Staggered voting
Cumulative Voting
Meeting by videoconference
Officers
Election of President (must President be a director)
President-elect for transition
Need other officers be directors

Dues & Assessments
Dues on anniversary date, or annual - pro ration of dues for new members

Judges of election

Dues, delinquencies and refunds

Councils (see my comments on these in post in late 2000 on limos.com)

Prohibition of endorsement

Audit of books and financial statements for members

Executive Director
Employment
Powers and Duties
Qualifications

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

A further revised set of these by-laws, including creating councils (consistent with my comments in these forums in late 2000) has already been drafted for the North American Limousine Association, which a number of you have expressed interest in by private e-mail. The NALA has not been kicked off because it will require several larger companies to make an initial contribution sufficient to fund its affairs for a year or so until membership hits critical mass sufficient to support the association. NALA would be far more concerned with the things I think a national trade association should do - (1) code of ethics with industry arbitration and mediation; (2) education (how to set up books for a limousine company, recommended accounting practices and standards, how to read financial statements, use of technology); (3) recommended industry practices and standards; (4) legal forms and their application to limousine operations; (5) all the other stuff I've been harping about for 18 months.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Absolutely amazing that this was presented and aparently bagged. Sorci I can accept non-action from, I've become accustomed to it. The rest of these guys have large successful companies, they should have done somthing with this. http://limos.infopop.cc/groupee_common/emoticons/icon_confused.gif

Matt Harrison
AAA Guaranteed On-Time Limouisne, Clinton NJ

Where can I read them, can you point me in the right direction?

I tried the NLA website I couldn't log on as a member. I hope they've updated since I joined in 1993

Matt Harrison
AAA Guaranteed On-Time Limouisne, Clinton NJ

arein your NLA Manual. They've never changed, so any old manual will do.


<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by AAA/GOT:
Where can I read them, can you point me in the right direction?

I tried the NLA website I couldn't log on as a member. I hope they've updated since I joined in 1993

Matt Harrison
AAA Guaranteed On-Time Limouisne, Clinton NJ
<HR></BLOCKQUOTE>

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com