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By-Laws
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Approved March 7, 1992
Published March 19, 1992
Revised March 1994
Revised February 8, 1995
Revised
ARTICLE 1
OFFICE
The principal office of the Association shall be located in the Greater Seattle Area of Washington. The Association may have such other offices as the Board of Directors may determine or as the affairs of the Association may require from time to time.
The Association shall have, and continuously maintain in the State of Washington, a registered office and a registered agent whose office is identical with such registered office, as required by the Washington Non-Profit Corporation Law. The registered office may be, but need not be, identical with the principal office in the State of Washington, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE 11
PURPOSE OF THE ASSOCIATION-CODE OF ETHICS
To Promote good will between the motorist and our members.
To establish and perform high quality repair services at fair and just price.
To utilize the most modern technological procedures to insure safety and integrity of all vehicles.
To use only proven merchandise of high quality distributed by reputable firms.
To furnish an itemized list of all parts and services provided.
To have a sense of obligation to each individual customer.
To employ the most highly skilled craftsman available.
To encourage ethical trade practices.
To provide a forum whereby the members may exchange freely their ideas to enable them to better the industry.
ARTICLE 111
MEMBERS
Section 1. Categories of Members - The Association shall have six (6) categories of members. The categories shall be as follows with all the rights and privileges as set forth in these by-laws:
Category A: General Member : Consists of businesses performing collision repair services.
A-1: Independent collision repair shop w/4 or more employees
A-2: Automobile dealership body shop w/related parts dept.
A-3: Independent collision repair shop w/3 or less employees
Category B: Associate Member: Consists of manufacturers and/or distributors of auto body equipment or business services related to the auto body industry and their representatives.
Category C: Out of State and/or Non-Chapter Affiliated Member: Businesses performing collision repair services which are not within a chapter area or regular service from the executive director or association officers.
Category D: Employees: Consists of employees of member businesses.
Category E: Educational: Consists of schools and instructors teaching auto collision repair or painting courses.
Category F: Honorary: consists of individuals who have made extraordinary effort or contribution to the association or the collision repair industry.
Section 2. Election of Members - A person, business, or corporation qualifies for membership to the chapter of their choice provided a membership application is completed, signed, and the proper dues and initiation fees have been paid if the following conditions are agreed to: the member must agree to uphold and adhere to the code of ethics as set forth in these by-laws.
Section 3. Voting and Policy Rights - Category A1, A2, and A3 General Members will be allowed to vote on matters before the membership. Class A1 - A3 General Members shall comprise the total voting membership. Each voting member is entitled to one vote on each matter submitted to membership vote. Associate Members (category B) may hold Chapter Offices
with Board voting privileges, but not general membership voting privileges.
Section 4. Termination of Membership - The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate a membership of any member who becomes ineligible for membership, or suspend any member who shall be in default in the payment of dues for a period fixed in these by-laws.
Section 5. Resignation - Any member may resign by filling out 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 therefore accrued and unpaid.
Section 6. Reinstatement - Upon a 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, reinstate such former member to the membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership - Membership in this Association is not transferable or assignable.
Section 8. Honorary Members - The Board of Directors shall have the authority to name persons being considered to the honorary membership category. Any person being considered for honorary membership shall have performed in an exemplary manner, making efforts for positive change within the collision repair industry. A unanimous vote of the Board of Directors is required for qualification to this category.
ARTICLE IV
MEETING OF MEMBERS
Section 1. Annual Meeting - The Annual Meeting of the members shall be held during the Convention for the purpose of transacting such business as may come before the meeting. If the Board of Directors, for cause, shall determine that the annual meeting cannot be held on the date specified herein, it shall set a date on which such meeting is to be held and notify the membership as provided in these by-laws.
Section 2. Special Meetings - Special meeting of the members may be called by the President, Board of Directors, or not less than one-third of the members having voting rights. The Board of Directors may designate any place as the place of meeting for any special meeting called by the Board of Directors.
Section 3. Quorum - The members holding one-fourth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 4. Proxies - At any meeting of members, a member is entitled to vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from date of its execution unless otherwise provided in the proxy.
Section 5. Corporate and/or Business Representation - Any member of a firm or an officer of a corporation may represent it at any meeting. Any firm or corporation may be represented at any meeting by any member of its staff delegated by it for that purpose, without necessitating the execution of a proxy; but each firm or corporation shall be entitled to only one vote.
Section 6. Manner of Acting - A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these by-laws.
ARTICLE V
BOARD OF DIRECTORS
Section 1. General Powers - The property , affairs, activities, and concern of the Association shall be vested in a Board of Directors chosen among its members.
Section 2. Number, Tenure and Qualification - Each local chapter shall select two(2) of its members each year to serve as Directors on the Board of Directors. The President , Vice-President, Secretary, and Treasurer of the Association shall serve on the Association's Board of Directors. Directors shall serve for a term of one year and shall continue serving until a successor has been duly elected and qualified. The Chairman does not vote except to break a tie.
Section 3. Regular Meetings - A regular annual meeting of the Board of Directors shall be held without other notice than this by-law. All regular and special meetings of the Board of Directors shall be presided over by the Chairman. Minutes of all Board of Director's meetings shall be recorded and distributed to the members of the Board within five(5) days after such meeting.
Section 4. Special Meetings - Special meetings of the Board of Directors may be called by or at the request of the President or a quorum of Directors. The person or persons authorized to call special meetings of the Board may fix any place for holding any special meeting of the Board called by them. Such meeting may be conducted by conference telephone call.
Section 5. Quorum - One-third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than one-third of the directors are present at said meeting, a majority of the Directors are present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting - The act of a majority of the Directors present at 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 7. Vacancies - Any vacancy occurring in the Board of Directors
shall be filled without undue delay by the Board of Directors in a manner of its own choosing. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 8. Hiring of Personnel - The Board of Directors may, at its
discretion, hire such person or person at it deems necessary to perform the duties of the Association.
Section 9. Informal Action by the Directors - Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the Directors.
ARTICLE VI
OFFICERS
Section 1. Officers - The officers of the Association shall be a President; Vice-President, who also serves as Chairman of the Board; a Secretary; and a Treasurer; and such other officers as may be elected and/or appointed in accordance with the provision of the Article. The board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 2. Election and Terms of Office - Annual elections shall be mailed out to each member with the February billing. The officers shall be elected annually by the Board of Directors prior to the Annual meeting. 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 officers nay 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. The officers of the Association are to be elected and ratified by the general membership. A Nominating Committee shall be appointed by the President, prior to the annual election, for the purpose or establishing a slate of officers to be voted upon, New officers shall take office April 1.
Section 4. Removal - Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interest of the Association or chapter would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies - All vacancies in any office shall be filled by the Board of Directors without undue delay at its regular meeting or at a special meeting called for that purpose.
Section 5. President - The Association shall elect a President who shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association. The President presides over all meetings except those delegated to other officers or members. The President may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any 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 Association and, in general, the President shall perform all duties as may be prescribed by the Board of Directors from time to time. All past Presidents shall serve as an Advisory Board on the Board of Directors with vote on all matters.
Section 6. Vice-President - The Association shall elect a Vice-President who, in the absence of the President or in the event of the President's inability or refusal to act, shall assume the duties and responsibilities of the President's office. The Vice-President shall also serve as the chairman of the Board of Directors.
Section 7. Secretary - The Association shall elect a Secretary who shall keep the minutes of the meetings of the members and of the Board of Directors, and 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 Association records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
Section 8. Treasurer - The Association shall elect a Treasurer who shall have charge and custody of, and be responsible for, all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from the source whatever, and deposit all such monies in the name of the Association in such banks, trust companies or their depositories as shall be selected by the board; and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 9. Bond for Officers - The Board of Directors may acquire, with Association funds, a bond, in an amount which it deems appropriate, to give the Association security for the faithful discharge of duties by all officers.
Section 10. Compensation - The officers shall receive such salary or compensation as the Board of Directors determines.
ARTICLE V11
COMMITTEES
Section 1. Editorial Review Committee - Within 30 days after the approval of the new officers, the President shall appoint a committee to oversee the editorial content and business affairs of Collision World News, the official newspaper of the Autobody Craftsman Association. The committee shall consist of a committee chairman and at least two other members. The committee chairman shall hold a position on the Board of Directors and shall have normal voting privileges on this board. The committee chairman must be a Category A member.
ARTICLE VIII
CHECKS, DEPOSITS, AND FUNDS
Section 1. Checks, Drafts, etc. - Any two authorized to do so must sign checks, drafts, etc. as in align with Autobody Craftsman Association published budget. The Executive Director may apply his single signature to checks for authorized business up to $3000.
All expenditures over annual published budget must be approved by a quorum of the Board of Directors.
Section 2. Deposits - All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of directors may select.
Section 3. Gifts - The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association.
ARTICLE IX
TERMINATION OF MEMBERSHIP
Termination of membership - All membership materials, signs, lapel pins, etc. shall be redeemed by the Association if a member terminates. Said member shall surrender all goods forthwith and shall not advertise as an Association member, except to continue to pay any previous advertisement commitments.
ARTICLE X
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and shall keep at the registered or principal office, a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member or his agent or attorney for any purpose at any reasonable time.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of April and end on the last day of March.
ARTICLE X11
DUES
Section 1. Annual Dues - The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Association by members of each class.
Section 2. Monthly Dues - The monthly dues structure shall be as listed and increased by 5 percent (%) March 1994, and by 5 percent (%) March 1995, per board review in accordance with board policy. Current dues, as revised,are:
Category A - (68.25) Large, independent collision repair shop with 4 or more employees.
A-2 - (78.75) Automotive dealership body shop with related parts
department.
A-3 - (36.75) Small independent collision repair shop with 3 or less
employees.
B-1 - (48.30) Manufacturers/distributors of equipment or supplies
Of businesses related to the collision repair industry.
B-2 - (48.30) Owners of business from Category B-1 with multiple
locations or dealership franchises (or insurance companies)
B-3 - (48.30) for group. Co-Op membership, ie. Wholesale groups
with multiple dealerships with separate ownership. $24.15 for each
member within the group
B-4 - (24.15) Single employee business whose goods and services
effect a specific chapter, ie. accountants, independent insurance
agents.
C - (24.15) Out of State/Non-affiliated, not within a chapter area.
D - (6.00) Employees of member businesses.
E - (18.90) Educational-schools or instructors teaching auto repair.
F - (no charge) Honorary members who have made an extraordinary
effort or contribution to the association and collision repair industry.
Section 3. Payment of Dues. Dues shall be payable, in advance, on the first
day of each month. Yearly dues paid in advance receive a 10% discount. All dues are paid to the ACA central office.
Section 4. Default and Termination of Membership. When any member of
any class shall be in default in the payment of dues for a period of 60 days from the beginning of the fiscal year or period for which such dues become payable, his membership may thereupon be terminated by the discretion of the Board of Directors. Allowances shall be made for special circumstances and reinstatement within 90 days.
ARTICLE XIII
SEAL
The Board of Directors may provide an Association Seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "Association Seal".
ARTICLE XIV
WAIVER OF NOTICE
Whenever any notice is required to be given under the provision of the Washington Non-Profit corporation Law or under the provisions of the articles of incorporation or by-laws of the Association, 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 XV
AMENDMENT TO BY-LAWS
These by-laws may be altered, amended, or repealed, and new by-laws may be adopted by a majority of the Directors present at any regular meeting,or at any special meeting if at least two day written notice is given of intention to alter, amend, repeal, or to adopt new by-laws at such meeting.
ARTICLE XVI
CHAPTERS
Under Board action, five members are required to form a Chapter. If a Chapter membership falls below three (3) members, the Chapter will be disbanded.
Guests may attend two (2) meetings in a twelve (12) month period while deciding to join.
ARTICLE XVII
DISCLAIMER
Please be advised that, at any and all meetings involving the membership of the Autobody Craftsman Association or any of its Chapters, the following guidelines of conduct shall be established and followed:
No participants shall be allowed to discuss any subject relating to prices charged, discounts offered of any nature, hourly rate, employee benefits, or agreements made with a third party entities. Should any discussion of these items take place, said participant will be asked to leave immediately; or should participant deny such request, the meeting will be immediately disbanded.
This notice is hereby read with regard to the laws prohibiting such
Conduct.
These by-laws, as written and amended, were approved at the Board meeting on June 22, 1991, and on March 7, 1992; and revised February 8, 1995.
ELECTORIAL PROCEDURE
REQUIREMENT
To establish a sequence of events for the election of both state officers and chapter offices to coincide with the fiscal year. The Autobody Craftsman Association fiscal year begins April 1 and ends March 31.
Nominations will occur in January, with elections in February, training in March, and assuming position in April.
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