TAWA BY-LAWS
Amended 01/26/2007
TEXAS AUTO WRITERS ASSOCIATION, INC (T.A.W.A) BY-LAWS
ARTICLE 1 GENERAL
Section 1 NAME
This organization is incorporated under the laws of the State of Texas and shall be known as the Texas Auto Writers Association, Inc. hereafter referred to as the Texas Auto Writers Association or TAWA. It shall be incorporated and conduct business only as a non-profit corporation under the Texas Non-profit Corporation Act and the Internal Revenue Code 501(c).
Section 2 PURPOSE(S)
The Texas Auto Writers Association is organized to achieve the objectives of (1) accumulation and dissemination of information about the automotive industry, (2) develop professionalism among automotive journalists who become members of the Association, (3) promote public viewer and listener awareness of the automobile industry, and (4) conducting any lawful activities in keeping with the overall aims, purposes, and goals of TAWA.
A further purpose of the Association is to use its resources and influence to gain access to companies, individuals, and information that might not be available to an individual writer.
The Association shall strive to increase the number of information sources through the exchange of resource information among the membership, as well as with members of similar organizations around the country.
Section 3 METHODS
The Texas Auto Writers Association shall observe all local, state, and Federal laws which apply to a non-profit organization as defined in Section 501 (c) of the Internal Revenue Code and as such shall be non-partisan and non-sectarian in its activities.
TAWA's mission is to sustain a non-profit, professional organization for automotive journalists that includes, but not limited to, dissemination of information, professional growth of its members, networking for automotive journalists, and social activities.
TAWA members test drive vehicles furnished from the manufacturers. Once testers complete their evaluations, articles are written or put on radio or television about their driving experience. Test drive evaluations may be conducted on an individual basis or during special events, such as a "rodeo", that is open to the entire membership.
ARTICLE II MEMBERSHIP
Section 1 ELIGIBILITY
Any person having an interest in the objectives of the organization shall be eligible to apply for membership. Voting membership will consist only of current, active writers of automotive products that are published on a regular basis. Associate membership will apply to other participants.
Section 2 APPROVAL
Applications for membership shall be in writing, on forms provided for that purpose, signed by the applicant, signed by a sponsor, and accompanied by other required documentation and appropriate membership fee. Approval of members shall be the responsibility of the Board of Directors. The duty of approval may be delegated to a temporary committee established by the board during a one year term.
A new or renewal application for "Active Member" must include the following.
Writers/Photographers: Examples of work generated in five (5) magazines, newspapers or tear sheets with different dates of publication and having been published during the twelve (12) months prior to the application dates. These examples must show applicants byline, name and date of publication. If publication name and date are not shown include a letter from the publisher or editor on publication letterhead attesting to the date of publication. Proof of circulation must be validated by an audit bureau, postal bulk mail invoice or printers invoice.
Broadcasters: Audio CD's or video tapes/DVD's with programs having aired on five (5) different broadcast dates. A letter must accompany these on station letterhead from the General Manager or Program Director attesting to the date of airing.
Websites: The website address must be included with the application. Websites must provide current information that is updated in a timely manner. Blogs will not be accepted.
Section 3 MEMBERSHIPS
Types of membership offered and membership dues or fees shall be at such rate or rates, schedule, or formula, as may be from time to time prescribed by the Board of Directors.
Membership Credentials shall be offered in three (3) forms: Active Member, Associate Member, and Honorary Member.
"Active Members" may be working members of the media, whose regular duties and job responsibilities include the coverage or reporting on the automotive industry, or freelancers who have published material at least five (5) times during the twelve (12) month period prior to the application dates.
"Active Members" may include those out-of-state automotive journalists whose material is regularly published or broadcast in the media and whose regular duties include writing about the automotive industry.
"Associate Members" shall be those other persons regularly involved with the automotive industry such as public relations personnel, manufacturer's representatives and publishers. "Associate Members" and their immediate family members may attend association events, but may not drive industry vehicles. They must attend at their own expense and may do so at the association group rate for rooms and meals if space is available.
"Honorary" members are those who have distinguished themselves or attained a level of professionalism, in an automotive-related endeavor, consistent with the standards of the Association, having brought distinction on themselves.
Section 4 TERMINATION
a) Termination procedures may be applicable for reasons of resignation, expulsion, delinquency, moving out of state, or inactivity.
b) Any member may resign from TAWA upon written or oral request to the Board of Directors or President.
c) Any member may be expelled by the Board of Directors by a simple majority vote for nonpayment of annual dues, after a one-year period, unless otherwise extended for good cause.
d) Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting of the Board or General Membership thereof, for conduct unbecoming a member or prejudicial to the aims, purposes, or reputation of TAWA. The vote for this expulsion may only be taken after notice and opportunity for a hearing with the Board of Directors are afforded the member.
Section 5 VOTING
In any proceeding in which voting by members or Board Members is called for, each member in good standing shall be entitled to cast but one vote for each designated individual membership. A member must have dues paid to the organization on a current status in order to be considered a voting member in good standing. Honorary and Associate members do not possess voting privileges and cannot hold office.
Section 6 HONORARY MEMBERSHIP
Outstanding service or contribution shall confer eligibility to honorary membership. Honorary members shall have all privileges of membership less voting authority. They shall be exempt from payment of dues. The Board of Directors shall confer or revoke all honorary memberships by a simple majority vote.
Section 7 MEMBERSHIP DUES
Membership dues, as established by the Board of Directors, will be based upon a calendar year basis, but may be paid any time before or during the calendar year. To be considered an "Active Member" for the purpose of voting or "Active Member" or "Associated Member" for event participation, the current year's dues must have been paid in full prior to the beginning of the meeting or the event. "Honorary Members" will not have dues required.
ARTICLE III MEETINGS
Section 1 ANNUAL MEETING
An annual meeting of the corporation, in compliance with State law, shall be held each year. The time and place shall be fixed by the Chairman of the Board of Directors or his designee and notice thereof mailed to each member at least ten (10) days before said meeting.
Generally, this designated annual meeting will be held in the late spring, but may be held at any time during the year.
Section 2 ADDITIONAL MEETINGS
General meetings of the general membership may be called by the President of the Board of Directors at any time or upon petition in writing of one-third of the members in good standing. Typically, the general membership meets four times per year, in coordination with a major Texas auto show, but this is not required.
Meetings of the Board of Directors may be called by the President or upon written application of one-third of the Board membership. Typically, the Board of Directors meets in conjunction with a General Membership meeting and at other times as may be necessary.
Committee meetings may be called as determined by the Chairperson or at the direction of the President of TAWA.
Section 3 PARLIAMENTARY RULES
At any duly called General Meeting of TAWA, members and the order of the meeting will be governed by parliamentary procedure. The current edition of Robert's Rules of Order shall the Final source of authority in all questions of parliamentary procedure when such rules are not expressly covered by the Bylaws of TAWA.
Section 4 QUORUMS
At any duly called General Meeting of TAWA, those members present will constitute a quorum, with a minimum of a number double the number of directors required. (For example, if the Board of Directors consists of 9 persons, 18 members would have to be present to meet the minimum requirement. If the Board of Directors consists of 12 persons, 24 members would have to be present to meet the minimum requirement. This is to insure active participation in the General Meeting beyond a simple meeting of the board members.)
At any duly called meeting of the Board of Directors, a simple majority must be present to constitute a quorum of the Board of Directors.
At any committee meeting, a majority of committee members must be present to constitute a quorum except when a committee consists of more than nine members, then five (5) being present shall constitute a quorum.
ARTICLE IV BOARD OF DIRECTORS
Section 1 COMPOSITION
The Board of Directors shall be composed of nine (9) elected members who are elected to a designated Officer position to one of six (6) designated Officer positions plus two (2) At-Large Directors. The immediate Past-President serves as the ninth member of the Board of Directors. If the organization has an Executive Director, this person will serve on the board as a non-voting member.
The President of the Corporation shall serve as Chairman of the Board. In the President's absence, the First Vice-President shall assume those duties.
Section 2 RESPONSIBILITY
The government and policy-making responsibilities of the Corporation shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 3 ELECTIONS
A. Designated Officers as Board Members shall be elected for a one-year term from a list of nominees.
B. The President, with approval of the Board of Directors, shall appoint a Nominating Committee prior to the designated fall (normally September) Meeting. This committee shall consist of three (3) voting members in good standing. This committee shall meet or otherwise correspond by telephone, mail, or e-mail as necessary, to compile a list of eligible TAWA members for holding office, select choices from the eligible members, verify their willingness to serve, and then nominate a single member for each position.
C. Associate and Honorary members are not authorized to be considered for election to the Board or as an officer.
D. The list of nominees shall be presented at the designated Fall Meeting of the membership. Current officers and board members shall be eligible for re-election.
E. Nominations by Petition -- Additional names of candidates for officer and director can be nominated by a petition bearing the genuine signature of at least five (5) members in good standing of TAWA.
F. Election Judges -- The President shall appoint, subject to the approval of the Board of Directors, at least two (2) but not more than three (3) judges, who are not members of the Board of Directors or candidates nominated for election. Such judges shall have supervision of the election, especially the auditing of any written ballots. They shall report the results of the election to the President and Board of Directors.
G. Terms of all Board Members, Officers, Committee Chairs, and Committee Members will be based on a Calendar Year basis, running from January 1st to December 31st.
H. Ballots will be prepared and available at the fall Truck Rodeo following the early fall meeting. Voting will take place during the Truck Rodeo. Formal installation will take place at the December Awards Banquet or other November-December meeting as determined by the Board of Directors.
Section 4 ATTENDANCE
A member of the Board of Directors who shall be absent for three (3) consecutive regular meetings of the Board or General Membership shall be automatically dropped from the Board of Directors, unless that member is confined by illness or other absence that is approved by a simple majority vote of the Board. All board members and officers are expected to attend Board meetings and General Membership meetings and to provide active support to the TAWA activities.
Section 5 VACANCIES
Vacancies on the Board might occur as a result of a member being dropped, moving out of the State, or otherwise resigning prior to the fulfillment of their one year term of office. Any vacancy on the Board of Directors shall be filled by a simple majority vote of the Board members present at a properly called Board of Directors meeting. If a Quorum is not possible due to vacancies, the directors present can call a meeting to order, elect new directors, and then adjourn until a Quorum can be present.
A Board member fulfilling an unexpired term shall be eligible for election at the next General Membership meeting, unless not qualified under other rules and bylaws.
Since the seven elected officers of TAWA and two AT-Large members make up the Board of Directors, it is recognized that, in the case of a vacancy, a Board Member may be elected as a replacement that may or may not be the designated replacement officer. They would only serve until the end of the calendar year, so that Director may be duly elected.
Section 6 INDEMNIFICATION
TAWA may, by resolution of the Board of Directors, provide for indemnification by TAWA of any and all its Directors, former Directors, officers, and former officers against expense actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been directors of TAWA, except in relation to matters as to which such Director shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability of negligence or misconduct.
The Board of Directors may authorize the purchase of an E&O Directors and Officers insurance policy or bond.
Section 7 CONDUCT OF BUSINESS ABSENTEE
The Board of Directors may, due to vast distance from each other across the State, find that some business may be conducted by conference calls, tele-fax, or other electronic means. Upon written, signed authorization by fax or other electronic means, the actions of the members of the Board, by a majority approval, will be deemed as carrying the same approval as if the Board Members were meeting in a face-to-face meeting. It shall be incumbent on each of the Board Members to only utilize this means if the action is of such imminent time constraint as to not be held until the next scheduled meeting of the Board or until a properly called meeting of the Board can be arranged.
Conduct of such a remote, electronic "meeting" of the Board of Directors shall be carried out under the authority, leadership, or direction of the President (or Vice-President in the President's absence), just as a face-to-face Board Meeting would be called and conducted.
These By-Laws do not preclude or prohibit any informal meetings, correspondence, or electronic correspondence between and among members of the Board of Directors, as a means of helping conduct business, clarify thoughts and ideas in preparation of a Board Meeting, or for other such legal activity in keeping with the goals and aims of the corporation.
ARTICLE V OFFICERS
Section 1 DETERMINATION OF OFFICERS
Officers of TAWA shall consist of a President, First Vice-President-Membership, Second Vice-President-Activities & Communications, Third Vice-President-Events, Secretary, and Treasurer.
The President will serve as the Chairman of the Board of Directors.
Section 2 DUTIES OF OFFICERS
A. CHAIRMAN OF THE BOARD
The Chairman of the Board shall serve as the Chief Elected Officer and shall preside at all meetings of the Board of Directors. The Chairman shall serve as a member ex-officio of all other committees of TAWA. The Chairman, with the advice and consent of the Board of Directors, shall assign, select, delegate, and appoint committee chairpersons, task forces, and special committees.
In the event of resignation or incapacity of the Chairman, the First Vice-President shall assume the duties of the Chairman until the next meeting of the Board of Directors.
The Vice-President shall preside as Chairman at any meeting in which the Chairman is not present.
B. PRESIDENT.
The President shall exercise the powers and authority and perform the duties of serving as the visible head of TAWA. The President shall be the Chief Operating Officer (CEO) of the corporation.
It shall be the duty of the President to conduct or supervise all official correspondence, preserve all books, documents, & communications, keep books of accounts, and see to the maintaining of accurate records of the proceedings of the corporation and all committees, through the offices and person otherwise delegated those specific authorities by their position.
The President shall be responsible for the preparation of an operating budget, covering all activities of the corporation, to be presented to the Board of Directors for approval. Upon concurrence or change by the Board, the President shall present the revised or approved Budget to the General Membership at the Annual Membership meeting. The Budget can either be approved or disapproved. All changes must be pre-approved (or with concurrence) of the Board of Directors.
The President may send out notices, agendas, and other information to the board and the general membership.
The President shall submit a written report of the year's work and all activities to the corporate general membership each year.
The President shall perform any and all such duties as may be incident to this office, subject to the direction and/or approval of the Board of Directors, such as signing official documents on behalf of the corporation.
The corporation may elect the President and Chairman as one and the same.
C. FIRST VICE-PRESIDENT - MEMBERSHIP
The First Vice-President shall perform the duties of the President in his absence. The First Vice-President shall perform the duties of the Chairman in his absence. The First Vice-President may serve as a committee chairman at the direction of the President and shall supervise the preparation of special events designed to support the goals and objectives of the corporation.
The First Vice-President - Membership shall be responsible for all promotions to secure new members and the reviewing of all applicants for consideration to be presented to the Board for acceptance and approval.
The First Vice-President shall be responsible for a written report of the year's work and all his specific responsibility results to the corporate general membership each year.
D. SECOND VICE-PRESIDENT-ACTIVITIES & COMMUNICATIONS
The Second Vice-President for Activities and Communications shall advise the Board and the Membership on all matters pertaining to non-driving activities, including, but not limited to, meetings, seminars, and other events. The person holding the office will also be primarily responsible for dissemination of information to the membership, including a regular newsletter.
The Vice-President shall perform the duties of the President in his absence. The Vice-President shall perform the duties of the Chairman in his absence. The Vice-President may serve as a committee chairman at the direction of the President and shall supervise the preparation of special events designed to support the goals and objectives of the corporation.
The Vice-President shall be responsible for a written report of the year's work and all his specific responsibility results to the corporate general membership each year.
E. THIRD VICE-PRESIDENT-EVENTS
The Third Vice-President for Events shall advise the Board and membership on all matters pertaining to the annual TEXAS TRUCK RODEO and other such similar and special vehicle events. The Events Chairman, with the approval of the Board of Directors, will be responsible for overseeing and providing guidance to the Chairman of these individual events and serving as temporary chairman of the event until such Chairman is appointed and approved by the Board of Directors. (NOTE: It is the intent that the Rodeo Chairman's "job" be completed at the conclusion of the annual fall truck rodeo, which might or might not be the same person as Vice-President-Events.
The Vice-President shall perform the duties of the President in his absence. The Vice-President shall perform the duties of the Chairman in his absence. The Vice-President may serve as a committee chairman at the direction of the President and shall supervise the preparation of special event designed to support the goals and objectives of the corporation.
The Vice-President shall be responsible for a written report of the year's work and all his specific responsibility results to the corporate general membership each year.
F. SECRETARY
The Secretary of the Corporation shall be the keeper of the corporate seal, maintain agendas, and take & keep minutes of all board meetings and general membership meetings. The Secretary may send out notices, agendas, and other information to the Board and the general membership.
The Secretary shall perform all duties and responsibilities normally associated with the office of a corporate secretary, subject to the approval and/or direction of the Board, such as signing official documents on behalf of the corporation.
G. TREASURER
The Treasurer shall present a monthly financial statement, in writing, to the members of the Board. The Treasurer shall be responsible for maintaining such bank accounts as may be necessary for the efficient operation of the corporation.
The Treasurer shall present a yearly financial statement to the Board for pre-approval, then to the general membership at the Annual Membership Meeting.
The Treasurer shall make timely and necessary recommendations to the Board for changes to the accounting, bookkeeping, dues investments, and other such financial record keeping devices, to ensure adequate financing and operation of the corporation in a sound business fashion. The Treasurer will, if directed by the Financial Secretary, be responsible for the preparation all local, state, and federal tax reports on a timely basis.
The Treasurer shall be responsible for providing a draft annual budget to the President at least 30 days prior to the Annual Membership meeting, so as to allow sufficient time for the President to develop a final budget proposal to the Board of Directors.
The Treasurer shall be responsible for depositing all funds in an FDIC approved banking institution. Disbursement may only be made upon the approval of two members of the Board of Directors.
Section 3
EXECUTIVE COMMITTEE
The Board of Directors may elect an Executive Committee, or assign all or part of its functions to the President or other officer(s). Any appointment of an Executive Committee or assignment of duties shall only exist until the end of the election year, concluded with the next scheduled Annual General Membership meeting and election of officers, or end of the electoral year.
In like manner as that above, the Board of Directors may elect to reduce or remove all or part of the functions assigned to the President or any other officer. Any such actions would only be valid until the end of the electoral year, at the election of the next slate of officers.
Procedures, duties, and appointments under this Section can only be set and approved by a two-thirds vote of the Board of Directors.
Any vacancy of an Executive Committee appointee shall be filled by the other members of the Executive Committee.
Section 4 AGENDAS
The President shall be responsible for preparing the Agenda for Board Meetings and General Membership meetings. However, before the formal business can be conducted as listed on the agenda, it must receive concurrence and/or approval by a simple majority vote of the Board of Directors. In the absence of the President, the Vice-President will prepare the agenda and preside at the meeting. In the absence of the President and Vice-President, the Secretary shall prepare the agenda and preside at the meeting. In all cases, the agendas must be approved by the Board before the meetings can continue.
ARTICLE VI COMMITTEES AND DIVISIONS
Section 1 APPOINTMENT AND AUTHORITY
The Chairman, President, or Executive Committee, with the approval of the Board of Directors, shall establish the necessary committees to conduct the organization's programs. Chairpersons may be appointed by the President and shall serve concurrent to the electoral year.
It shall be the function of committees to make investigations, conduct studies, make recommendations to the President and Board of Directors, and to carry on such activities as may be delegated to them by the Board of Directors.
Committee Chairs will make a quarterly report of committee progress, in writing, at the called meeting of the general membership. If the Chair cannot attend in person, the report may be read in his absence. At electoral year end, the Chair will submit a final written report to become a permanent part of the annual historical record.
Section 2 LIMITATION OF AUTHORITY
No action by any member, committee, division, employee, Director, or Officer shall be binding upon or constitute an expression of the policy of TAWA until it has been approved or ratified by a majority vote of the Board of Directors.
Committees shall be discharged by the Chairman or President when their work has been completed. Their reports may be accepted at year end or when it is deemed wise to discontinue the committee and report at that time, in the opinion of the Board of Directors.
Section 3 TESTIMONY
No TAWA member, officer, or board member shall give testimony to, or make presentation before civic, governmental, or judicial bodies on behalf of the Texas Automotive Writer's Association, until such action has been approved by the Board of Directors.
Section 4 DIVISIONS
The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work of the corporation.
The Board of Directors shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations, including collection and disbursement of funds.
No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon the expressive of TAWA, unless approved by the Board of Directors.
ARTICLE VII FINANCES
Section 1 REVENUES
The corporation shall derive its revenue only from sources approved by the Board of Directors. All revenues shall be placed in an operating or reserve account.
Section 2 INVESTMENTS
Upon direction by the Board of Directors, prudent investments of TAWA funds may be made. The profit and income from these shall be used to the benefit of the corporation.
Section 3 EXPENDITURES
No appropriation shall be made until approved by the Board of Directors. No officer, chairman, committee, employee, member, director, or agent shall incur any expenses unless the same shall have first been authorized by the Board of Directors in the annual Budget or Program at Work. All expenditures shall be by a check, except for on-site program activities using a Petty Cash fund.
Section 4 FISCAL YEAR
The fiscal year of the corporation shall be January 1st through December 31st, a calendar year.
Section 5 BUDGET
Before the beginning of the new fiscal year and before the close of the old fiscal year, the Board of Directors shall approve a final budget for the forthcoming fiscal year. It is recommended that the budget preparation and review begin at the fall meeting of the general membership. In any case, the Board must approve the final next year's budget prior to the end of the current fiscal year.
It is advised that the General Membership review and "approve" the budget at one of the general membership meetings. The budget may be amended during the year, as is deemed necessary by the Board of Directors at any duly called Board meeting.
Section 6 FINANCIAL REVIEW
At the expiration of the fiscal year, the corporation may arrange for an annual review or audit by a certified accounting firm of its financial records or utilize other methods of reviewing financial records. The results and recommendations of the reviewing persons shall be presented to the Board of Directors.
Section 7 BONDING
All regular employees, if any, and any officer, director, or member authorized by signature card to disburse funds shall be bonded as prescribed by the Board of Directors.
Section 8 RESOURCE DATA
All information and/or resource data gathered and generated by the Association for its members, either directly or indirectly, shall be the property of all the members of the Association equally. Any information generated by the Association and resold to outside parties shall be for the benefit of the entire Association to be used in furthering the aims and goals of the Association. All proceeds from such sale or activity will be deposited to the general funds of the Association.
Section 9 EVENTS AND ACTIVITIES
Automotive shows and like events are considered a key element of the functioning of TAWA. TAWA may promote and sponsor such automotive events, such as a "truck rodeo", or other evaluation type event, for the purposes of gathering data for media dissemination. Awards may be given in various categories as deemed appropriate by the Board of Directors.
ARTICLE VIII RESOLUTIONS
All resolutions are generally approved through the Board of Directors. In the event resolutions are to be voted on by the General Membership, they shall first be approved by the Board of Directors.
ARTICLE IX DISSOLUTION
The Corporation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure or be distributed to the members of TAWA. In the unlikely event of dissolution, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c).
ARTICLE X AMENDMENTS
Section 1 MEMBERSHIP APPROVAL
These By-Laws may be changed at any general membership meeting by a two-thirds vote of the members present, if a quorum is present, provided that notice of the proposed change(s) has been sent to the Membership not less than seven (7) days prior to the meeting.
All amendments must first clear through a committee appointed for that purpose by the Board of Directors.
Section 2 ARTICLES OF INCORPORATION
The Articles of Incorporation of the Texas Auto Writers Association, Inc. may be amended or restated only upon compliance with the procedures specified in Article 1386-4.02 or Article 1396-4.06 of the Texas Revised Civil Statues, commonly known as the Texas Non-Profit Corporation Act, or any successor statute then in effect at the time of the proposed amendment.
Section 3 CONSTITUTION
The Constitution of TAWA may be amended by a least a two-thirds (2/3) majority of the voting membership.
(Adopted 8/8/00)
(Amended 9/27/01)
(Updated 10/02)
(Amended 1/26/07)
