Nevada State Tow Association
ARTICLE I NAME, LOCATION & PURPOSE
Section 1 – Name: The Name of the organization shall be Nevada State Tow Association (NSTA) a Section 501(c)(6) not-for-profit organization incorporated in the State of Nevada, USA.
Section 2 – Location: Principal business office located in Sparks, NV., USA, with Area Representatives, Chapter Offices and other offices located elsewhere from time to time, as authorized by the Board of Directors.
Section 3 – Purpose: The Nevada State Tow Association is dedicated to:
• The Nevada State Tow Association is a non-profit professional industry association dedicated to representing and advocating for the towing and recovery industry in Nevada.
• The association works to unite members of the towing industry to advance positive legislation, prevent negative legislation, promote safety, improve professional image, encourage ethical conduct, provide professional training, and provide a better positive understanding of our industry to the public and governmental bodies.
ARTICLE II MEMBERSHIP
Section 1 – Membership: Membership in NSTA is open to any person without regard to social or business standing, race, creed, color, national origin, religion, or gender, who has, or seeks, an interest in the towing and recovery industry. Once admitted, the member shall be entitled to all rights and privileges described herein. *Except where as noted in Article II,
Section 2, D. Upon signing the membership application, and paying dues, the new member agrees to abide by the code of conduct. A proven violation of the code of conduct will result in termination of the membership.
Section 2 – Membership Classifications:
A. Regular Member, (Company) shall be any individual or company actively engaged in the towing, and recovery industry. This classification should have an active CPCN number. This member is entitled to one vote per member.
B. Associate Member, (Company) shall be a designated representative of a firm or company engaged in providing products or services to any member of the association. This member is entitled to one vote per member.
C. Tow Team Member, (individual) this membership shall be open to any person employed by a current association member in good standing. The member shall have no voting rights. (except if appointed to a committee)
Section 3 – Rights of Members:
All Members in good standing shall have the following rights:
1. To attend all General Membership meetings of NSTA,
2. To speak in debate,
3. To receive official publications of NSTA ,
4. To receive a copy of a current Profit & Loss report, Balance Sheet and/or form 990EZ (tax form), and current membership count, if requested.
Members in certain categories have the following rights:
a. To make and second motions
b. To vote
c. To serve on the Executive Board or Board of Directors
d. To serve in an appointed position
e. To serve as Chairman of appointed committee
f. To serve on a committee
g. The company must have an active Nevada State Certificate of Public Convenience and Necessity (CPCN)
h. Designated point of contact must be made by the company owner’s.
a. To make and second motions
b. To vote
c. To serve on a committee and a chairman of a committee
a. Serve on a committee
b. Receive discounts from the established programs and trainings
Section 4– Good Standing:
An individual member is in good standing within the meaning of these Bylaws if he/she/company:
1. Is following the codes of conduct of NSTA as established by the Board of Director’s
2. Is current in the payment of membership dues.
3. Continues to qualify for the designated membership classification
Section 5 – Removal: Members of any classification shall be removed from membership after sixty days’ non-payment of membership dues or for “Cause” as determined by two thirds (2/3) vote of the Board of Directors. Removal for Cause shall occur only after the member has been advised in writing not less than 15 days in advance of the proposed expulsion of the reasons therefore and given reasonable opportunity, not less than 5 days before the effective date of the member’s expulsion, to respond, either orally or in writing. If a member desires to be heard orally, the Board of Directors may hear from the member prior to any expulsion at any regularly or specially scheduled meeting of the Board of Directors, so long as the notice requirements set forth in the preceding sentence are observed. “Cause” for removing a member include, but are not necessarily limited to the following:
A. Gross misconduct inconsistent with, and harmful to, the goals and objectives of NSTA or,
B. Exploitation of membership in NSTA for personal gain.
C. A violation of one (1) or more items listed in The Code of Conduct
Section 6 – Resignation: Any member may resign by submitting a written resignation to the Board of Directors
ARTICLE III DUES
Section 1 – Membership Dues: Shall be due and payable annually on each member’s annual anniversary date of membership in NSTA.
Section 2 – Delinquency and Cancellation: Any member who shall become sixty (60) days delinquent in payment of dues shall be expelled, without further notice from the membership rolls and denied further service and/or rights of membership.
Section 3 – Refunds: No dues shall be refunded to any member whose membership terminates for any reason.
Section 4 – Schedule of Dues: The Board of Directors shall set the annual dues for the several classifications of membership and shall review the dues structure annually, or more often as necessary.
Section 5 – Applications of Dues: All membership dues may be used by NSTA for any approved expenditure including, but not necessarily limited to, payment of routine operating expenses. Members may not designate a portion of their dues as special gifts, or donations for special purposes.
Section 6 – Associate Member Caps- a maximum of 3 associate members in the same profession are allowed.
ARTICLE IV MEETINGS OF THE MEMBERS
Section 1 – General Membership Meetings: There will be four (4) General membership meetings of the members of NSTA per calendar year and shall be held at such time and place as designated by the Board of Directors for elections, and general business decisions if applicable.
Section 2 – Special Meetings: Special meetings may be called by the Board of Directors at any time upon written notice, or shall be called by the Board of Directors upon written petition duly submitted to the Board of Directors by a minimum of twenty-five (25) members in good standing. The reason for the special meeting shall be clearly stated in the notice thereof, and no other business may be considered at that time.
Section 3 – Notice of Meeting: Written notice of any annual or special meeting of the members of NSTA shall be communicated via mail or electronic means to each member no less than three (3) days before the date of such meeting. The notice shall state the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Section 4 – Waiver of Notice: Whenever a notice is required to be given under the provisions of 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.
Section 5 – Voting: At all meetings of NSTA each active member, with voting rights and in good standing, shall have one (1) vote, and may take part and vote in person, via mail, or by electronic means. Unless otherwise specifically provided by these Bylaws, a simple majority vote of those active members present and voting shall constitute the action of the members.
Section 6 – Voting by Mail, E-mail, or Other Electronic Means: The Board of Directors may authorize or direct voting by mail, e-mail, or other electronic means. Members without internet access may submit a completed paper ballot if voting is to be accomplished by electronic means. After the completion of the election process any submitted paper ballots will be recorded and added to the final election numbers.
Section 7 – Quorum: Ten percent (10%) of the membership eligible to vote shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, then a majority of the members present and eligible to vote may adjourn the meeting from time to time as may be necessary to secure a quorum.
Section 8 – Postponement: The Board of Directors may, upon notice, postpone any annual or special meeting of the members.
Section 9 – Rules of Order: All annual and special meetings and other proceedings of NSTA shall be regulated and controlled per Roberts Rules of Order (revised) for parliamentary procedure, except as may be otherwise herein provided.
ARTICLE V BOARD of DIRECTORS
Section 1 – Authority and Responsibilities: The governing body of NSTA shall be the Board of Directors which shall set the overall policy for NSTA. The Board of Directors shall have supervision, control and direction of the affairs of NSTA, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its operating funds and shall in all matters, have the exclusive right to execute contracts and commit the resources of NSTA on behalf of NSTA. The Board of Directors may adopt such rules and regulations for the conduct of its business as it shall deem advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility from time to time to the Executive Director, certain standing Committees and others; however, any such delegation of authority is subject to the continued approval of the Board of Directors and may be withdrawn at any time as specified herein. The Board of Directors will objectively listen to the reports and findings of its members and vote on issues which require a vote to ensure the longevity and financial responsibilities of the NSTA. The Board of Directors and Executive Director will also bring to the table additional issues and concerns which may affect NSTA. Such issues should be discussed in full and voted on if necessary. In case of any tie vote, the issue being voted on will be tabled until the next Board of Directors meeting.
Section 2 – Composition: The Board of Directors shall consist of a maximum of seven (7), who must be members of NSTA. The Board will consist of four (4) Executive Members, and three (3) Board Members. Except as provided in Section 3 below, all Board of Director members will be elected by the general membership at the fall meeting of the members or via electronic means as directed by the Board of Directors. The four (4) Executive officers of NSTA will be ex officio members of the Board of Directors.
Section 3 – Term of Office and Manner of Election: Elections for members of the Board of Directors will take place at the fall meeting. Members in good standing may submit a nomination form to the Executive Director or association office to run for a board of director position. The nomination form must be received in the association office 45 business days before the fall board meeting. (not counting the day of the fall meeting) The form must be received no later than midnight on the 45th business day before the fall meeting. The president may appoint 3 people to sit on the election committee and to receive the voting results to review. Once the nominees are submitted to the Executive Director or association office, the ballots will be sent via email, or in some instances may be mailed, 30 business days prior to the fall meeting (not counting the day of the meeting). Voting may be done by a third-party online vendor for the integrity of the voting. Voting will be kept open for 3 days. The winners will be announced two business days after voting closes and they will be installed at the fall membership meeting. Members of the Board of Directors may serve two, two (2) year terms. The terms of the Board members who are not Officers will be staggered with the terms of the Board of Directors, or the President may fill any such vacancy. Elections may be held more frequently if needed to fill a vacancy on the Executive Board. The initial terms of Board members who are not Officers may be for one year if necessary, to accomplish the staggering of terms as specified in this Section 3. Each director shall hold office until the expiration of the term for which he or she is elected and thereafter until his or her successor has been elected and qualified, or until removed as hereafter provided.
Section 4 – Meetings: The Board of Directors shall meet a minimum of four times per year; and at other times as designated by the President. Additional meetings may be called, if necessary, by the President, or by any six (6) Six members of the Board of Directors. Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered either personally or by email, mail, to each director. Such notice shall be delivered not less than twenty-one (21) days before the date of the meeting and shall be deemed to be delivered when deposited in the United States mail addressed to the director at his last known address, with postage thereon prepaid unless a conference call is necessary, then a five (5) day notice is ample time or emailed with time /date stamp, . If delivered personally, such notice shall be deemed delivered when received by the director.
Section 5 – Quorum: At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. The presence of a majority of the membership of a committee of the Board of Directors shall be required for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned despite the absence of a quorum.
Section 6 – Voting: The vote of a majority of the director’s present at a meeting at which a quorum is present shall be the act of the Board of Directors or any committee. Voting rights shall not be delegated to another nor exercised by proxy. A director who is present at a meeting of the Board of Directors, or any committee thereof, shall be presumed to have concurred in the action taken at the meeting, unless his dissent thereto shall be entered in the minutes of the meeting or unless he shall submit his written dissent to the person acting as the secretary of the meeting before the adjournment thereof, or shall deliver or send such dissent by registered or certified mail to the secretary promptly after the adjournment of the meeting. Such rights to dissent shall not apply to a director who voted in favor of such action.
Section 7 – Telephone Conference: Subject to the provisions of these Bylaws regarding notice and quorum, members of the Board of Directors may participate in and hold a meeting by means of conference telephone or other electronic means in which all participating members are fully aware of the proceedings and given ample opportunity to participate. However, the Secretary before their next meeting shall provide a written “hard copy” of the minutes of such meeting to all members of the Board of Directors.
Section 8 – Vacancies: Vacancies in any Board position may be filled for the unexpired term thereof by a special election or by appointment as provided in Section 3 above. This election will be held in the standard procedures and may be carried out via the web based voting system. The President may, as an option, choose not to fill a vacancy until the next regular election, provided such action does not impair the operation of the Board of Directors.
Section 9 – Removal: A member of the Board of Directors may be removed by the members for “cause” at any annual or specially called meeting of the members, if written notice is provided to the members stating that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting. For purposes of this Section 9, “cause” shall mean:
A. Gross misconduct inconsistent with the interests and objectives of NSTA.
B Director’s will be removed from office is they miss more than two scheduled meetings or conference calls, unless prior approval from the president or Executive Director is received
C. Termination of membership in NSTA.
Section 10 – Compensation: Members of the Board of Directors shall not be entitled to any compensation.
Section 11 - Action by Consent: The Board of Directors and members of any committee designated by the Board of Directors may take any action which the Board of Directors or committee is required or permitted to take without a meeting on written consent, setting forth the action so taken, if signed by all the members of the Board of Directors.
Section 12 – Indemnification: Any Board of Directors member, or committee member, shall be entitled to indemnification to the broadest extent and in accordance with the laws of the State of Nevada.
ARTICLE VI EXECUTIVE OFFICERS
Section 1 - Titles of Executive Officers: The NSTA shall have the following officers, each of whom shall be a member of the NSTA:
• 1st Vice President
Section 2 – Duties of Officers: The officers shall work directly with the Executive Director to operate the association on a day-to-day basis. The officers should have the best interests of the NSTA in mind always. The officers will be members ex officio of the Board of Directors.
A – President – The President shall be the Chief Executive Officer of the NSTA. The President shall also serve as Chairman of the Board of Directors. The President may execute contracts and otherwise commit NSTA as authorized by the Board of Directors. The President, or his/her designee, will preside at all meetings and social functions of NSTA. At the Annual Fall Meeting of the NSTA and at such other times as the President deems proper, the President shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of NSTA. The President shall perform such other duties as are necessarily incident to the office of the President or as may be prescribed by the Board of Directors or applicable law. The President, with the approval of the Executive Director, shall have the power to authorize capital expenditures in an amount up to $5,000.00 per occurrence without Board of Directors approval.
B – First Vice President – In the absence of the President, or in the event of his or her inability or refusal to act, the First Vice President shall perform the duties of the President and, when so acting, shall have all the powers and be subject to all the restrictions upon the President. At the option of the President, the First Vice President may also preside over official social functions and banquets as the Master of Ceremonies, performing various public relations duties and such other duties as from time to time may be assigned by the President or the Board of Directors.
C – Secretary - The Secretary shall keep the minutes of all meetings of NSTA and the Board of Directors. The secretary shall perform all duties incident to the office of secretary of a corporation and such other duties as may be assigned by the Board of Directors.
D – Treasurer - The Treasurer shall report on the financial condition of the NSTA, at all meetings of the Board of Directors, and at other times when called upon by the President and in general, shall perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be directed by the President or the Board of Directors. All monies received by the association shall be deposited to a bank account in the name of the association. The Treasurer and President shall be on said bank accounts signature cards.
Section 3 – Term of Office and Manner of Election: Elections for members of the Board of Directors will take place at the annual fall meeting. Members in good standing may submit a nomination form to the Executive Director or association office to run for a board of director position. The nomination form must be received in the association office 45 business days before the fall board meeting. (not counting the day of the fall meeting) The form must be received no later than midnight on the 45th business day before the fall meeting. The president may appoint 3 people to sit on the election committee to receive the voting results to review. Once the nominees are submitted to the Executive Director or association office, the ballots will be sent via email, or in some instances may be mailed, 30 business days prior to the fall meeting (not counting the day of the meeting. Voting may be done by a third-party online vendor for the integrity of the voting. Voting will be kept open for 3 days. The winners will be announced two business days after voting closes and they will be installed at the fall membership meeting. Members of the Board of Directors may serve two, two (2) year terms. The terms of the Board members who are not Officers, will be staggered with the terms of the Board of Directors, or the President may fill any such vacancy. Elections may be held more frequently if needed to fill a vacancy on the Executive Board. The initial terms of Board members who are not Officers may be for one year if necessary, to accomplish the staggering of terms as specified in this Section 3. Each director shall hold office until the expiration of the term for which he or she is elected and thereafter until his or her successor has been elected and qualified, or until removed as hereafter provided.
Section 4 – Term Caps: Executive Officers shall be limited to two, two-year term in the same office. Executive Officers must then either serve in another Executive officer position or as Board of Director member for a minimum one, two- year term before running for their previous Executive officer position again.
Section 5 - Removal: Any Executive Officer may be removed by the Board of Directors by the vote of a majority of the entire board whenever in its judgment the best interests of the NSTA will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Executive Officer so removed. Election or appointment of an Executive Officer shall not of itself create contract rights. Director’s will be removed from office if they miss more than two scheduled meetings or conference calls, unless prior approval from the Executive Director or President is received.
Section 6 – Compensation: The Board of Directors shall not be entitled to any compensation.
Section 7 – Indemnification: Executive Officers shall be entitled to indemnification to the broadest extent and in accordance with the laws of the State of Nevada.
ARTICLE VII -STANDING COMMITTEES
Section 1 – Designation of Standing Committees: The President, within thirty (30) days after election to office, or within thirty (30) days after the first board meeting in office, whichever shall first occur, will appoint members to Standing Committee. The terms of the committee members shall generally be one year; provided however, that the Board of Directors may reappoint committee members from time to time if the President considers such to be appropriate. Members may serve on multiple committees at any one time. Standing Committees will be required to hold at least one (1) meeting during the year and submit an annual report to the Board of Directors and general membership. Unexcused absences by any member of a Standing Committee for two (2) consecutive meetings shall result in the member being automatically terminated from the committee. After the members of each committee are selected, each committee, by majority vote, will elect its committee Chairperson. These standing committees shall have no more than 7 members on them.
Section 2 - Towing Regulatory Legislative Oversight Committee: The Association shall have a Legislative Oversight Committee which shall report to and advise the Board on all regulatory matters. The Board shall adopt rules that shall govern the operation of the
Committee, which must include: 1) a committee composition that equitably reflects the diverse geographic and business interests of the Association’s membership and 2) any substantive action or recommendations from the Committee must be reached by a majority vote of the Committee and must be presented to the Board or Executive Board for ratification, adoption, or modification. The Board or Executive Board shall have 3 business days, unless an emergency demands a shorter time period, following such a presentation to modify any Committee action, otherwise the presented action shall be deemed ratified. The Legislative Oversight Committee shall be subject to the ultimate direction and control of the Board.
Section 3 – Membership Committee: The Association shall have a membership committee for recruitment and for review of any code of conduct violations.
EXECUTIVE DIRECTOR AND STAFF
Section 1 – Appointment: The Board of Directors shall have the authority to employ a staff head with compensation to be paid from the operating account of NSTA. This staff head shall assume the title and position of Executive Director for the NSTA, and may be either salaried as a direct employee, or compensated as a contract consultant, as determined by the Board of Directors.
Section 2 – Authority and Responsibility: The Executive Director shall function as the business manager of NSTA, taking direction and authority directly from the Board of Directors. Decisions involving the day-to-day execution of the operation of the NSTA; any other activities delegated to the Executive Director; the employment, or termination of staff; salaries or compensation of staff if applicable and other matters incident thereto shall be exclusively made by the Executive Director without the necessity for approval by the Board of Directors; so long as any contract executed on behalf of the NSTA does not exceed one year in length, and any single expenditure does not exceed $2,500.00. Contracts for longer than one year in duration, or expenditures exceeding the amounts set forth in the preceding sentence shall require approval from three members of the Executive Board. The delegation of responsibility from the Board of Directors to the Executive Director shall also carry the delegation of authority to act on behalf of the Board of Directors and NSTA and, insofar as such actions by the Executive Director are prudent and within reasonable intent of the delegated responsibility and authority, the Executive Director shall be indemnified against liability in the same manner as Board of Director members and officers as provided in these bylaws.
Section 1 – Fiscal Period: The calendar year of NSTA shall end December 31st.
Section 2 – Budget: Upon recommendation of the Executive Director and the Treasurer, the Board of Directors shall develop an annual budget and approve the budget, which shall be presented to the members at the annual meeting.
Section 3 – Financial Report: The Treasurer shall make available to the membership, within ninety (90) days following the end of each calendar year, a financial report for the prior calendar year.
Section 4 – Audit: The accounts of NSTA may be subject to supervision and annual audit by a certified public accountant who shall be appointed by the President or Treasurer with the approval of the Board. Results of such audit shall be submitted to the Board and general membership within a reasonable time thereafter by the certified public accountant conducting such audit.
ARTICLE XI AMENDMENTS
These bylaws may be amended or repealed, and new bylaws may be adopted, by the vote of a majority of the full Board of Directors at any regular or special meetings of the Board of Directors. These bylaws may also be amended or repealed, and new bylaws may be adopted, by a majority vote of the members. The resulting bylaws may contain any provision for the regulation and management of the NSTA not inconsistent with law and the NSTA’s charter.
ARTICLE XII DISSOLUTION
The NSTA shall use its funds only to accomplish the objective purpose specified in these Bylaws, and no part of said funds shall inure, or otherwise be distributed to its members. On dissolution of the NSTA, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic organizations to be selected by the Board of Directors.
ARTICLE XIII CODE OF CONDUCT
• Maintain a high standard of business principles and avoid all conduct which could bring reproach upon this Association
• Comply with all federal, state, county, and city laws and regulations
• Abide by this Association’s Charter, by-laws, this Code and other policies adopted by the Board of Directors
• Employ truth and accuracy in advertising and soliciting, never mis-represent capabilities, capacity, experience, or locations
• Recognize and affirm the right of the customer to courteous, prompt and honest dealings
• Members and their employees shall refrain from intimidation, harassment, verbal abuse or assault of customers, each other, and/or members of the public
• Promote friendly and cooperative attitudes to all members of the association
• Maintain strict confidentiality about pricing (Follow and comply with Anti-Trust Laws); not discuss pricing with any other members of the association
• Members shall not use their position within the Association for personal or financial gain