ARTICLE I

NAME & LOCATION

Section 1. The name of this organization shall be the "Florida Auto Dismantlers and Recyclers Association, Inc." a nonprofit corporation incorporated in the State of Florida.

Section 2. Office of the Association shall be located in Maitland and/or such other localities as may be determined by the Board of Directors.

 

ARTICLE II

PURPOSE

Section 1. The purpose of the Association is to further the used automotive parts industry in the State of Florida by sponsoring continuing education programs, processing techniques, sharing of ideas, and promoting the industry in the eyes of the general public.

 

ARTICLE III

MEMBERSHIP

Section 1. Qualifications: The Florida Auto Dismantlers Association, Inc. (hereinafter the "Association,") shall be the sole judge of the qualifications of its members. The full, discretionary authority for the admission, suspension, expulsion and reinstatement of members and the manner of said admission, suspension, expulsion and reinstatement of members shall be in the membership and may be delegated in accordance with these Bylaws.

Section 2. Classes of Membership:

(A) Direct Member: Any person, firm, or corporation who is involved in acquiring and dismantling of salvage or wrecked vehicles for the sale of their used parts, and meets the requirements of membership as directed by the Board of Directors. All Direct Membership Applicants must present all current licenses and permits as required by their state and local authorities. All Direct Members shall have voting powers, consisting of one (1) vote per firm or company. Any company who does not meet the above criteria will be considered for Associate Membership.

(B) Associate Member: Any person, firm, or corporation who brokers used parts, supports or is engaged in selling parts, equipment, supplies, or service to our industry shall be eligible for membership in this Association. Associate Members are not entitled to vote or hold office.

(C) Branch Member: A Direct Member may sign up their individual Branch(es) as members. Each Branch must qualify as a Direct Member or will be considered an Associate Member according to qualifications. Each Branch must join separately and each Direct Branch Member shall have voting powers, consisting of one (1) vote per Direct Branch.

Section 3. Application for Membership: All applications for membership shall be in writing, accompanied by one year's dues in advance, all current licenses and permits as required by their state and local authorities and shall be filed with the Secretary of the Association, or as designated by the Board of Directors. Applicants shall be admitted to membership upon acceptance of their application by the Board of Directors and upon agreeing to comply with the Articles of Incorporation, Bylaws, and Regulations of the Association.

Section 4. Dues: The annual dues of the Association shall be determined by the Board of Directors, which shall also determine the method of payment and period to be covered by the dues.

Section 5. Assessments: Assessments may be made against each member as recommended by the Board of Directors and approved by the Membership at any General or Special Meeting called for that purpose.

Section 6. Termination of Membership: Membership shall be terminated by death, resignation, expulsion, expiration of term of membership, or dissolution and liquidation of the Association. The Board of Directors may expel, suspend, or fix disciplinary action, within its discretion, against any member for failure to be in good standing, failure to abide by the Constitution, Articles of Incorporation, ByLaws, or Regulations of the Association, failure to meet the eligibility requirements as set forth in the ByLaws, or violation of the Code for FADRA, for conviction of auto theft crimes and for such other conduct as the Board may determine to be detrimental to the best interests of the Association. A majority vote of the entire Board of Directors shall be required for any such action. Notice in writing of disciplinary action shall be provided to the member at least ten (10) days prior to such action and the member shall be given the opportunity to be heard with respect to the grounds for the disciplinary action. All members shall be considered in good standing except those members who are in arrears in dues for more than three (3) months, in which case such members shall be designated as "not in good standing" and shall be notified in writing that their membership shall be terminated unless said default is corrected within a period of thirty (30) days from the date of mailing such notice. If the member fails to correct such default his membership shall automatically terminate after a thirty (30) day period has elapsed. Any member may resign from the Association by giving thirty (30) days notice in writing to the Secretary.

Section 7. Application for Renewal of Membership: No application for renewal of membership after expulsion shall be granted for a period of one year after date of expulsion, unless the provision is waived in writing by the Board of Directors.

 

ARTICLE IV

MEETINGS OF MEMBERS

Section 1. Annual Meetings: The Annual Meeting of the Association shall be held at such place and on such dates as may be determined by the Board of Directors.

Section 2. Special meetings: Special meetings of the Association may be called by the Board of Directors at any time; or shall be called by the President upon receipt of a written request within (30) days after the filing of such request with the Executive Vice President. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

Section 3. Notice of Meetings: Written notice of any meeting of the Association shall be mailed to the membership not less than thirty (30) days prior to the meeting and such notice shall state the place, date, and hour of the meeting.

Section 4. Quorum of Members: At an annual or special meeting of members, a quorum shall consist of 30 association members entitled to vote and in good standing or ten percent (10%) of such association members, whichever is less, registered and present at such meeting.

Section 5. Voting: At all meetings of the Association each direct member shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a majority vote of those direct members present and voting shall govern.

 

ARTICLE V

BOARD OF DIRECTORS

Section 1. Composition of the Board of Directors: The Board of Directors shall consist of twelve owner-members of this association, or any sibling, child, or other family member of an owner who works in the business, along with any manager or general manager working at the business for at least five years, plus two Associate Representatives representing the Associate members, and as many honorary lifetime members that may be approved by the board of directors.

Section 2. Duties: The management of the Florida Auto Dismantlers Association shall be vested in the Board of Directors. The Board of Directors for all legal purposes shall constitute the governing body of the Association with power to transact such business as it deems advisable in the best interest of the Association and hereinafter provided. The Board of Directors shall make the necessary arrangements for the meetings of the Association and for the transaction of its business and shall perform such other duties as the Association may direct. The Board of Directors shall have the responsibility for interpretation of these Bylaws should any question arise concerning their application, interpretation or usage.

Section 3. Election: Those Directors named in the Articles of Incorporation shall hold office until the first annual meeting of the Association. At the first annual meeting, there shall be determined the number of directors and their term of office. Except for the first annual election of directors, their terms shall be for three (3) years; however, at the first annual meeting of members there shall be designated terms of one (1) year, two (2), or three (3) years for each director so elected, in order that the directors' terms shall be staggered, and thereafter the successors of these directors shall be elected for a term of three (3) years.

Section 4. Vacancies: Any vacancies on the Board of Directors shall be filled by the remaining Directors and the director so elected shall serve until the next annual meeting of the membership of the Association or until his successor has been elected and qualified.

Section 5. Officers of the Association: The Board of Directors shall elect a President, Vice President/President - Elect, Secretary/Treasurer. If any elected officer's association membership shall terminate for any reason, the office shall automatically become vacant. The Board of Directors shall elect a successor who shall serve for the unexpired portion of the term, or, in the case of disability, until the disability ceases.

Section 6. Regular and special meetings of the Board shall be held at the call of the President or upon request of any three members thereof. Reasonable notice of the time and place of all such meetings shall be given to all Board members by mail or e-mail.

Section 7. Any director who absents himself for two consecutive Director's meetings shall automatically cease to be a director unless such absence is excused by the Board of Directors.

Section 8. Executive Committee: The Board of Directors may appoint from its members an Executive Committee which shall be composed of the officers of the association. This Executive Committee shall have the authority to handle the business affairs of the association between the quarterly meetings of the Board of Directors. The Executive Committee shall keep minutes of its meetings and furnish copies to the directors.

 

ARTICLE VI

OFFICERS

Section 1. The President: The President shall be the executive head of the Association and shall perform such duties and responsibilities as are normally associated with the office of President in a non-profit association such as this. In addition thereto, he shall perform such duties as may be prescribed to him by the Board of Directors. The President shall preside at all meetings of the Board of Directors. He shall present at the annual meeting of the Association a report on the activities of the Association, and shall cause to be called regular or special meetings of the Association and Board of Directors in accordance with these By-Laws.

Section 2. The Vice President/President-Elect: During the absence or inability of the President to render and perform his duties, the same shall be performed and exercised by the Vice President-President-Elect. He shall also perform such duties as may from time to time be assigned to him by the Board of Directors or the President.

Section 3. The Secretary/Treasurer: The Secretary/Treasurer shall keep minutes of the meetings of the Board of Directors and the Association. He shall give all notice of meetings of the Board of Directors and the Association. During the absence, inability or nonexistence of a Vice President, the Secretary/Treasurer shall succeed to the powers of the Vice President. The Secretary/Treasurer shall keep accounts of and have care and custody of and responsibility for all funds of the Association and deposit such funds in the name of a bank designated by the Board of Directors. He shall exhibit at all times his books and accounts to any director and shall render, at least annually, a statement of the conditions and finances of the Association.

 

ARTICLE VII

COMMITTEES

Section 1. Standing Committees: The Standing Committees of the Association are the:

(a) Nominating Committee,

(b) Membership Committee,

(c) Legislative Committee,

(d) Convention Committee,

(e) Budget Committee,

(f) E-Commerce,

(g) Scholarship, and

(h) Sponsorship Committee.

Section 2. Nominating Committee: The Nominating Committee shall consist of the two (2) most recent Past Presidents still active in the Association and one member of the Board of Directors. The most immediate past president shall serve as chairman. The nominating committee shall compile a list of nominations for Directors, and Associate Representative to be elected at the annual meeting and shall mail such list to the membership for consideration at least sixty days (60) prior to the annual meeting, at which time new officers and directors are elected. The Nominating Committee also shall report its nominees for all elective offices at the meeting of the Board of Directors immediately preceding the annual meeting - It shall be the responsibility of the nominating committee to recommend officer candidates to the board of directors. The officers shall be selected from the Board of Directors.

Nominations by Petition: In addition to the nominees designated by the Nominating Committee, a member of the Association may be nominated for director by written petition signed by not less than ten (10) members in good standing, and filed in the office of the Association not less than thirty (30) days prior to the annual meeting, at which time new directors are elected. The newly elected Board of Directors shall hold a meeting immediately following the General Elections and elect the officers for that year.

Section 3. Membership Committee: The Membership Committee shall consist of a Chairman and four (4) members appointed by the President. Duties of the Membership Committee shall be to examine applicants for membership and perform such duties in respect thereto.

Section 4. Legislative Committee: The Legislative Committee shall be the legislative action committee of the Association. The Committee shall obtain information on pending state and local laws, rules, regulations, or ordinances affecting the industry and it shall promptly inform the Board of Directors of the pendency of such measures. The Legislative Committee shall, upon the direction of the Board of Directors, employ reasonable means to make known the wishes of the Association and its membership in regard to such laws, rules, regulations and ordinances insofar as they concern the members of the Association. However, no action shall be taken that violates applicable provisions of the Internal Revenue Code, or State or other Federal Law.

Section 5. Convention Committee: The duties of the Convention Committee shall be supervision over all programs presented before the membership of the Association. The Chairman of the committee will work in close contact with the management office of the Association on the Annual Convention and all programs connected with it.

Section 6. Special Committees: The President, with the approval of the Board of Directors, shall appoint such other committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.

Section 7. Budget Committee: The Budget Committee shall consist of the Current President, President-Elect and Treasurer. The duties of this committee shall be to work with the Executive Director in compiling a fiscally sound budget for the coming year. The Budget will be presented to the Board of Directors for approval.

Section 8. E-Commerce: The duties of this committee will be responsible for overseeing and updating the FADRA Website and it's content, and any and all Education Seminars conducted outside of the Annual Meeting.

Section 9. Scholarship: The Scholarship Committee shall be responsible for the development and implementation of all FADRA Scholarships. The Scholarship Committee will examine all applicants to ensure they meet the established scholarship criteria. The Committee will present the selection of recipients to the Board of Directors for approval prior to the Annual Meeting.

Section 10. Sponsorship Committee : The Sponsorship Committee will be chaired by the Associates Representative to the Board. The Committee will work directly with the management office to secure sponsorship support for the Annual Meeting and throughout the year.

 

ARTICLE VIII

CONTRACTS, NOTES ETC.

Section 1. All contracts, notes, all other instruments and obligations of the corporation shall, in order to be binding upon the corporation, be signed by any two (2) officers of the Corporation.

 

ARTICLE IX

AMENDMENTS TO THESE BYLAWS

Section 1. Amendments to these Bylaws may be made at any Director's meeting called for that purpose by a majority vote of the entire Board of Directors or at any Annual or Special Meeting of the members called for that purpose.

 

ARTICLE X

INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

Section 1. Every director, officer, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such director, officer, or employee in connection with any proceeding to which such director, officer or employee may become involved by having been a director, officer, or employee of the Association, or any settlement thereof, whether or not such director, officer, or employee is a director, officer, or employee at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approve such settlement and reimbursement as being for the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled.

 

ARTICLE XI

WAIVER OF NOTICE

Section 1: Whenever any notice is required to be given by law or under the provisions of the Articles of Incorporation of the Association or by these Bylaws, 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.

 

ARTICLE XII

BOOKS, LISTS, AND RECORDS

Section 1: The Association shall keep at its office in written form, correct and complete books and records of account and minutes of the proceedings of the meetings of the Board of Directors.

 

ARTICLE XIII

FISCAL YEAR

Section 1: The fiscal year of the Association shall be determined by resolution of the Board of Directors. In the absence of such a determination, the fiscal year of the Association shall be from February 1 to January 31 of each year.

 

ARTICLE XIV

CORPORATE SEAL

Section 1: The Board of Directors may adopt a Corporate Seal, alter such seal at its pleasure, and authorize it to be used by causing a facsimile to be affixed or impressed or reproduced in any other manner.

 

ARTICLE XV

RULES OF ORDER

Section 1. Deliberations of the Florida Auto Dismantlers Association, Inc., shall be governed by parliamentary usage as contained in Robert's Rules of Order, latest revised edition, when not in conflict with the Charter and Bylaws of the Association.