Colorado Limousine Association - Documents

To become one of our members please submit the Application.

By Laws

Article 1 Name and Principle Practice

Section A Name - The name of this Association shall be the Limousine Association of Colorado (LAOC), a nonprofit corporation incorporated in the State of Colorado.

Section B Office - The principal office of the LAOC shall be located within the metropolitan Denver, CO area until otherwise determined by the Board of Directors.

Article 2 Purpose

Section A Purpose - The purpose of the LAOC shall be to provide a statewide forum for the exchange of information and views by members of the LAOC; to provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; to advance the interest of the industry and its members before the; and to perform such duties as will benefit the LAOC and its members.

Article 3 Membership

Section A Types of Membership. There shall be the following types of membership in the LAOC: Regular Active Member and Associate Member.

1. REGULAR ACTIVE MEMBERS: The designation "Regular Active Member" shall apply to individuals and entities, which meet the following qualifications:

a. Is a limousine business that has control of one or more vehicles, meeting all applicable licensing and regulatory requirements, in which vehicles owned or operated by the Regular Active Member are offered on a prearranged basis to the public for hire and travel over irregular routes.

b. Are recommended for membership by the majority of the active members.

d. Have paid their dues set by the Board of Directors and have provided a completed application form along with proper proof of insurance. Proof of insurance shall be a copy of the current Accord form issued by the insurance agency and does not require each individual insured vehicle to be listed. Dues, application and proof of insurance are required for new member application and renewal of membership of the LAOC.

e. Each Regular Active Member shall be entitled to one vote at meetings of the membership.

f. Companies considering joining the LAOC are allowed two visits per year at which time they are encouraged to join. The LAOC meetings are for members only.

3. ASSOCIATE MEMBERS: The designation "Associate Member" shall be distinguished and identified as one separate group.

a. Own or operate a trade or allied business in the United States of America and/or Canada, which provides products, merchandise or services related or necessary to, or reasonably required by, those owning or operating limousines businesses.

b. Are recommended for membership by a majority of the regular active members.

c. Are accepted for membership after 30 days of publication in our official website, provided there are no objections received in writing and that they have been fully investigated by the Membership Committee. During the 30day acceptance period, the applying associate member is introduced as a visitor only and is not permitted access to information which is exclusive to regular or associate members. (Prom lists, member list etc…)

d. Pay any fees or dues established for that particular member by the Board of Directors.

e. Associate Members shall be entitled to attend all open meetings of the LAOC, and shall not have the right to vote.

f. Companies considering joining the LAOC are allowed two visits per year at which time they are encouraged to join. The LAOC meetings are for members only.

Section B Termination and/or Transfer of Membership: Any Regular Active Member who shall cease to be an owner of a limousine business shall automatically cease to be a member of the LAOC. Regular members, by affirmative vote of 2/3 of a quorum may suspend or expel a member for falsification of any document or other just cause after an appropriate hearing of the membership committee or ethics committee.

Section C Suspension and/or Expulsion: Members of any classification shall be automatically suspended for not paying the current year's dues. Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of those present at any meeting of the Board of Directors. The Board of Directors shall be the sole judge of sufficiency of such cause. Provided, that for a member to be suspended for cause, the member must be advised of the reason for suspension and given an opportunity to defend him or herself prior to the suspension. If after thorough investigation it is proven that an LAOC member has broken any applicable Federal, state or municipal regulations, his or her membership and its benefits can be suspended for up to two years.

Section D Reinstatement: Any former member who has resigned or has been suspended or expelled for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the current year's dues. (See Section E). Any other former member may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may see fit.

Section E Lapse in membership: Any member who lapses in membership dues in excess of sixty days will have to reapply to the LAOC. A completed application along with an Accord form issued by the insurance agency must be provided to the treasurer including the applicable application by paying the current year's dues. New member incentives do not apply for lapse in membership.

Section F Transfer of Membership: Memberships is not transferable or assignable.

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

Article 4 Dues

Section A Amount and Due Date: Dues and the initiation fee, if any, for all classes of membership shall be established by the Board of Directors. All dues shall be received prior to the end of the calendar year and deposited within the first five (5) business days of the New Year. This will allow for a quorum to be determined at the first membership meeting of the year. New members will be required to pay full membership dues if applying for membership prior to 30th day of June. After July 1st, half the membership dues are required to be paid for the remainder of that year.

Section B Delinquent Payment: Any of the LAOC members who are delinquent in the payment of dues for a period of thirty (30) days shall be notified of such delinquency and advised that the member will be suspended at the end of sixty (60) days and will constitute as a lapse in membership. (See Article 3 Section E applies). During a period of suspension, a member shall not be entitled to any services or participate in any meetings and events of the LAOC. Upon application the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.

Section C Refund of Dues: No dues shall be refunded to any member whose membership terminates for any reason.

Article 5 Meeting and Elections

Section A Meetings and Membership; Quorum: Beginning in 2004, an annual meeting of the LAOC shall be held in each calendar year on such date and such time and place as shall be determined by the Board of Directors. The Board of Directors may call special meetings of the LAOC on such dates and at such times and places as determined by the Board of Directors. One third or (33.33%) of the voting members of the LAOC, must be present in person or by proxy, and shall constitute a quorum. Absentee ballots may be issued for voting purposes and must be received by a deadline established by the Executive Board. Absentee ballots may be distributed via the US Postal Service or through email. A quorum is required for the transaction of business at any regular or special meeting. A majority vote of those present in person or by proxy at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.

Section B Notice of Membership Meetings: Notice of the date, time, place and purpose of any meeting of the members of the LAOC shall be given in writing, by addressed to each member of the LAOC at the address on file with the Secretary not less than three (3) days prior to the date fixed for such meeting.

Section C Action by Members without a Meeting: Whenever members are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote there on. Returned, tallied and published results will go to the Board.

Section D Voting by Active Members; Registration: At any such meeting, each Active Member of the LAOC whose dues are fully paid for the current fiscal year, and who is properly registered, shall be entitled to one vote, either in person or by proxy. Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors, and all proxies to be voted must be filed with the LAOC office prior to the commencement of the meeting in such form as the Board of Directors shall determine.

Section E Order of Business: The order of business at all meetings of members shall be as follows: 1. Call to Order 2. Report of Officers 3. Committee Reports. 4. New Members - reading and voting 5. Old and unfinished business 6. New Business 7. Good and Welfare 8. Election of Officers and Directors 9. Adjournment

Section F Nomination of Directors: Together with the notice of the annual meeting of members, the LAOC office shall mail or email a copy of the report of the Nominating Committee to all members. The election shall be done by hand written ballot. The mailing will include the Ballot on a colored card with specific instructions, a "Ballot Only" envelope, the resumes of the chosen slate of nominees and an "LAOC Elections" return envelope.

Section G a - Election of the Board of Directors: The Board of Directors will consist of Six (6) Regular Active Members whose term will be for one year.

In conducting elections for the LAOC Board of Directors, members will only be permitted to vote for candidates in their own state. In the event that any person shall become unable or unwilling to serve in the office to which he/she has been elected, the LAOC Board of Directors shall name a replacement. That candidate shall serve the balance of the outgoing director's term of office. In the event that there are no candidates from the most recent election eligible for or willing to accept appointment as a director, then this seat shall remain unfilled until the next election.

b – Term limit and other restrictions of Directors: In order to qualify as a Director of the LAOC, the individual must be a corporate officer in a Regular Active Member that has been a Regular Active Member for at least two years. Any Regular Active Member sharing common ownership with another Regular Active Member can only have one representative on the LAOC Board of Directors at one time. A Director may be elected by the voting members for two (2) consecutive terms in the same position but must then wait for one year after expiration of such Director's second consecutive term in that position before applying for re-nomination to that board position. A Director appointed under Article 6 to fill a vacancy shall not be considered elected by the voting members for purposes of the term limitation.

Section H a - Election of Officers: The election of officers will take place at the Annual Meeting of the newly elected Board of Directors. The positions to be filled will be for one term – or until the next annual meeting – or until elected: President, Vice President, Treasurer, Secretary and Sergeant at Arms.

b - Succession of Officers: In the event the President shall be unable or unwilling to serve in the office to which he/she has been elected, the person holding the position of Vice President will assume the position and duties of the Presidency for the remainder of the year. The person holding the position of Secretary will become the Vice President. The Board will vote to replace the position of Secretary at the next meeting of the Board of Directors.

In the event the Vice President shall be unable or unwilling to serve in the office to which he/she has been elected, the procedure described above will apply.

In the event the Treasurer shall be unable or unwilling to serve in the office to which he/she has been elected, the Board of Directors shall vote to replace the position of Treasurer at the next meeting of the Board of Directors.

Article 6 Board of Directors

Section A Authority and Responsibility: The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such as it may consider necessary.

Section B Composition: Beginning with the 2004 election of officers, the Board of Directors shall consist of six (6) people (Article 5, Section G). The Chairman of the Board of the LAOC will serve as ex-officio member of the Board of Directors.

Section C Failure to Attend Meetings: Any elected director who fails to attend two (2) regular meetings during his/her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.

Section D Meetings: One regular meeting of the Board of Directors shall be held immediately before, meeting of members of the LAOC, and eleven (11) shall be held during each year at a time and place fixed by the Board of Directors. The Chairman of the Board must notify the Board of Directors of the meeting date at least fifteen (15) days prior to the meeting. Agenda items for all Board of Directors meetings will be submitted to the Chairman of the Board, by any Director, no later than seven (7) days prior to the date of a meeting and said agenda should be emailed to Board members seven (7) days prior to any meeting. Special meetings of the Board of Directors may be called at any time by the President or any three (3) directors. Legal counsel may be present at all meetings of the Board if so ordered. Ten (10) days written notice by email of the time and place of the holding of any regular or special meeting of the Board of Directors shall be given to each director. Any meeting of the Board of Directors may be adjourned to the same or another place or time without further notice to all directors. All meetings of the Board of Directors shall be conducted in accordance with ROBERT's RULES OF ORDER, Revised, when not in conflict with these Bylaws. At all meetings of the Board, the President or in his absence, the Vice President and if none are present a chairman will be chosen by the Board and shall preside.

Section E Quorum: A majority of Directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article 5, Section F. Except as otherwise provided in these Bylaws or by state or Federal law, a majority of a quorum of directors present shall have the power to act.

Section F Removal of Directors: Any or all of the directors may be removed for cause by a vote of the members or by action of the Board. Directors may be removed without cause only by vote of at least two-thirds (2/3) of all the voting members of the LAOC.

Section G Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary of the LAOC. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective. If a Director resigns prematurely from the Board without a valid excuse he cannot rerun for the Board again in the future. (Valid excuses: Business problems or health reasons)

Section H COMMITTEES, either standing or special, may be created by the Board of Directors from time to time. Members of the committee shall be representatives of Regular Active Members, of Associate Members, or of both Regular and Associate Members, as shall be specified in the resolution of the Board creating such a committee. One member of each committee shall be appointed as the Chairman by the Chairman of the Board. Any vacancies in the membership of a committee may be filled by appointment in the same manner as provided in the case of the original appointment. The majority of the whole committee shall constitute a quorum and each committee may adopt rules of its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. Each member of a committee shall continue until the 31st day of January or a new successor is appointed, or the committee has been terminated, or such member be removed from the committee, or unless such member ceases to qualify as a member thereof.

a. Membership Committee: The Committee shall consist of three (3) members of the regular membership, with the Vice President of the LAOC heading this committee. Not more than two (2) from a recognized company. The Committee should do investigations, make recommendations and bring the subject to the Board for a vote within thirty (30) days. Meetings may be called by the Vice President or by any two (2) members of the committee. The Membership Committee shall keep constant watch on the Bylaws, accept written amendments and to research, recommended procedures as to amendments and meeting procedure in accordance to ROBERT'S RULES OF ORDER, revised. A majority of the Membership Committee shall constitute a quorum. General Counsel and the Chairman of the Board may be present at meetings at the direction of the President and/or Chairperson.

b. Ethics Committee: The ethics committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on the Code of Ethics.

c. Legislative Committee: The legislative committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on legislative and rule making issues.

d. Airport Committee: The airport committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on airport issues throughout the state of Colorado.

e. Education Committee: The education committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to provide educational seminars for monthly meetings.

f. Community Service Committee: The community service committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on community service issues.

g. Publications Committee: The publications committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on publication issues such as maintaining current membership directories.

h. Strategic Planning Committee: The strategic planning committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on strategic planning issues such as conducting surveys,

Section I Action by Directors without a Meeting: Whenever directors are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon and returned to, tallied and published by the Secretary.

Article 7 Officers

Officers: The officers of the LAOC shall be A Chairman of the Board, a President, a Vice-President, a Treasurer, a Secretary, and a Sergeant At Arms. Officers shall take office on January 1st following the year which they are elected.

Section A Chairman of the Board: The retiring president will automatically progress into the position of the Chairman of the Board and shall chair all Board of Directors meetings. The Chairman of the Board shall also serve as a member, ex-officio, of all committees, with the right to vote on any committee.

Section B President: The President shall be the principal executive officer of the LAOC. The President shall preside at all meetings of the LAOC. The President shall appoint or remove all members of each committee, appointees and its chairman. Finally, the President shall be responsible for the general management of the affairs of the LAOC and shall see that all orders and resolutions of the Board are carried into effect.

Section C First Vice President: The First Vice President shall perform the duties of the President in the event of the President's inability to serve.

Section D Treasurer: The Treasurer shall be the financial officer of the LAOC. The treasurer shall serve on any budget or finance committee which may be instituted by the President or the Board of Directors, and shall report to the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the LAOC.

Section E Secretary: The Secretary shall attend all meetings of the members and the Board of Directors. The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors be authorized to use same.

Section F Sergeant at Arms: The Sergeant at Arms shall attend all meetings of the members and the Board of Directors. The Sergeant at Arms shall be responsible for maintaining order during all meetings.

Article 8 Chairmen and Chairmen of the Board

Section A Associate Member Chairman: One Allied Chairman shall be chosen by the LAOC Board of Directors upon recommendation received from the associate members. The Associate Member Chairman shall represent the members with a non-voting position on the Board of Directors.

Section B Chairman of the Board: The Chairman of the Board position is given to the previous term president of the LAOC. The Chairman of the Board reports to the President, but is accountable to the Board of Directors. The Chairman of the Board shall supervise the handling of all aspects of the LAOC, and its accountable systems. The Chairman of the Board shall sign and execute all contracts in the name of the LAOC, when countersigned by the President or Treasurer, in addition will maintain the membership directory as directed by the Board of Directors. The Chairman of the Board also will carry out any function mandated by the Board of Directors and so approved.

Article 9 Finance

Section A Bank Accounts: The funds of the LAOC shall be deposited from time to time by the Board of Directors. The Board of Directors may provide for an account at any bank for the payment of expenses of the office of the LAOC and may provide for such conditions as two signatures for withdrawals and balances as the Board of Directors may deem appropriate with one being the Treasurer.

Section B Fiscal Year: The fiscal year of the LAOC shall commence on January 1st and end on December 31st.

Section C Budget: The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the LAOC.

Section D Financial Reports: The Treasurer shall furnish to the Board of Directors, at the monthly meeting of the LAOC membership update of the financial condition of the LAOC.

Section E Audit of Accounts: The accounts of the LAOC may be audited not less than annually by a certified public accountant who shall be appointed by the Board of Directors and who shall provide a report to the Board of Directors and be supervised by the Chairman of the Board.

Article 10 Limits on Liabilities

Nothing contained herein shall constitute members of the LAOC as partners for any purpose. No member, agent or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent or employee of the LAOC. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.

Article 11 Seal, Awards and Certificates

The seal of the LAOC shall bear the name of the LAOC. Any awards and certificates received by the LAOC shall become the property of the LAOC and shall be made available to its current active members for promoting their business. The awards and certificates shall be displayed at each official function of the LAOC. Copies of the awards and certificates are available to each member if they where a member during the time period the award or certificate was received.

Article 12 Books, Tapes/CD's and Records

The LAOC shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principle office, a record giving the names and addresses of the members entitled to vote. All books, Tapes/CD's and records of the LAOC may be inspected or used for training by any member, or their agent or attorney for any proper use at any reasonable time.

Article 13 Construction

If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.

Article 14 Dissolution

The LAOC shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the LAOC, no part of said funds shall insure or be distributed to members of the LAOC. On such dissolution, the funds of the LAOC may be paid over to a successor created by the reorganization of the LAOC, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.

Article 15 Amendments

The Bylaws of the LAOC may be amended by the voting members at any annual meeting, or at any special meeting called for that purpose. Voting can only take place when there is a quorum of the voting members as defined in these Bylaws in Article 5 section A.