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Independent Towers Of
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INDEPENDENT TOWERS OF
WASHINGTON BY-LAWS
Article I.
Name of Organization The
name of this association shall be the Independent Towers of Washington, also
known as I.T.O.W. and thereafter referred to as I.T.O.W. Article
II.
Object I.T.O.W.’s
mission is to provide
a unified effort of tower’s the betterment of the towing industry in the State
of Washington; to provide opportunities for professional growth by interaction
and continuing education for I.T.O.W. members, and to provide information and
education to the general public, city and State Governments as to the problems
and complexity’s of operating a successful Towing Business in the State of
Washington Article
III.
Membership Membership
shall be open to owners, employee’s suppliers or anyone interested in the
support of the objectives of this association Membership is at invitation from a
voting member and will be voted upon by the board of directors for acceptance.
Membership is subject to the bylaws and code of ethics and can be
retracted due to the breach of the aforementioned. The
Board of Directors may expel members for good cause shown.
Good Cause shall include but not be limited to, a member’s lack of
interests in the direction of I.T.O.W., lack of sympathy with the purpose of the
association, or failure to adhere to the bylaws or the code of ethics of I.T.O.W. No member may be expelled
without the opportunity of a hearing before the Board of Directors at a proposed
time and place and after reasonable notice.
A three-fourth (3/4) vote of all Directors present shall be required to
expel a member. An expelled member
shall have the right to appeal to the entire association and upon written
request, he/she must be allowed to make such an appeal at a regular meeting or
special meeting within thirty (30) days of such request. A.
HONORARY
MEMBERSHIP Distinction in public service, long or meritorious service to I.T.O.W. or for such other distinctions deemed appropriate by the Board of Directors shall confer eligibility to honorary membership. Such membership may be conferred upon the discretion of the individual member clubs. B.
VENDOR MEMBERSHIP: A vendor member is a business that can have related business to the owner member of I.T.O.W. A vendor member shall have full voting rights and can hold appointed chairmanship positions but may not hold elected office. An owner member is a person that owns a towing business and is an active owner. This member is entitled to full rights and privileges of membership. They will be able to hold elected office, appointed office and vote on any issue that is put before the membership for vote. Proxy voting shall not be allowed. Section
2. Rights and Privileges of member ship: Full
rights and privileges of membership shall be:
Article
IV. Dues
Article V. Budget The
annual budget for the year shall be approved by the Executive board and
presented to the membership rolls if said dues are not paid within ninety (90)
days of said member’s anniversary date. Article
VI. Elected
Officers: Elected
officers shall be a president, president elect, vice president, treasure,
secretary. All officers shall be
elected with exception of the secretary and treasure, which will be appointed. Article
VII.
Officers: Section
1. The officers of the
corporation shall consist of the President Elect, Vice President, Secretary and
Treasure. All officers shall be
elected with exception of the Secretary and Treasurer, who shall be appointed. Section
2. The President shall be
the Chief Executive Officer and shall preside at all meetings of the membership
of the Association and of its board of Directors and shall perform all duties
incident to this office. He/She
shall be allowed to vote on any matters coming before any membership or Board of
Directors meeting. The President
shall appoint all committees, subject to the confirmation by the Board of
Directors, and shall be an ex-officio member of each.
He/She shall at the annual meeting or I.T.O.W. or at such other times as
he/she may deem proper, commend to the membership and to the Board of Directors
such matters and make such suggestions as may tend to promote the prosperity and
increase the usefulness of the association. The President shall make or cause to be made, reports to the
membership of the business conducted at meetings of the Board of Directors. Section
3. The President elect shall
preside in the absence or disability of the president and perform such other
duties as assigned by the President. The
President Elect shall succeed to the office of president upon the expiration of
the president’s term of office. Section
4. The Vice President shall
preside in the absence or disability of the President elect, and shall perform
such other duties as assigned by the president. Section
5. The secretary
shall have charge of such books, documents and papers as the board of directors
may determine and shall be responsible for the maintenance and preparation of
the minutes of all meetings of the board of directors of the chamber.
The secretary may sign with the President, President Elect or the Vice
President, in the name and on behalf of I.T. O.W., any contracts or agreements
authorized by the board of directors, and shall do the perform such other duties
as may be assigned by the board. The
office of secretary shall be appointive. Section
6. The Treasurer shall
receive and disburse the funds of the association by direction of Board of
Directors. The Treasurer shall keep
all monies of I.T.O.W. deposited in its’ name.
At frequent intervals, the treasure shall make reports to the board of
directors which may, at its direction, require the Treasure to have acceptable
bond, in such sum as the board may determine, for the faithful performance of
the Treasure’s duties. The
Treasure shall keep the books of account and shall be responsible for the
preparation of financial statements and budget reports as are requested by the
President of the Board of Directors. The
office of Treasure shall be appointive. Section
7. In the event of a
simultaneous absence of disability of the President, President Elect and Vice
President, the remaining members of the board of directors shall elect a
temporary presiding office. Section
8. Should the President,
during his term of office, be unable to serve for any reason, the President
Elect will fill the unexplored portion of the term in addition to serving his
own term of office during the ensuing year. Section
9. Should the
President Elect cease to be a member during his/her term of office or be unable
to assume the presidency for any reason, the following shall occur: (a)
If such notice is given by the President Elect prior to the annual
election of officers, the nominating committee shall nominate at least two (2)
candidates for President. (b)
If such notice is given by the President Elect will assume the office of
President at the annual meeting. The
newly elected Vice President would become President Elect and the Board of
Directors would appoint an individual to serve as Vice President. Section
10. All elective officers
and members of the Board of Directors shall serve without pay! Article
VIII.
ELECTIONS: Section
1. A nominating
committee of not less than five (5) members shall be appointed by the President
no later than August 1 of each year. Such
committee shall file its report of nominees with the President no later than set
month and date of the same year. Section
2. It shall be the
duty of the nominating committee to nominate from the members of I.T.O.W., as
many candidates for the Board of Directors as there are vacancies on the board
to be filled. Said committee shall
also nominate at least one 91) candidate for the office of President Elect and
for the office of Vice President. The
election shall be held by mail ballot, to maintain a secret ballot. Section
3. The Secretary
shall mail to all members of I.T.O.W. by set date ballots, ballot
envelopes and self addressed return envelopes.
All ballots must be returned in the ballot envelope, sealed and have the
voting members name on the front of the mailing envelope.
To be counted, the ballots must be received in the office of I.T.O.W. by set
date. Section
4. In any election, the
candidates receiving the plurality of votes shall be declared elected. Section
5. The President shall
appoint and submit to the board of Directors for approval, a committee of three
judges who are not members of the Board of Directors or candidates for election
as such, to have supervision in the election, and such committee shall receive
the sealed ballots from I.T.O.W. and, after verifying the validity of the
ballots, shall open and destroy the ballot envelopes.
After tallying the votes, the committee shall deliver tot the President a
certified canvass of the results of voting.
The certified canvass shall be kept available for inspection by any
members, in the office of I.T.O.W. The
results of the election shall be announced by the president by the last meeting
in set date. Article
X.
COMMITTEES: Section
1. Executive
committee. The Board of Directors
shall appoint an executive committee consisting of the President, President
Elect, Vice President and four (4) other members of the board as deemed
appropriate to constitute an executive committee which shall have and exercise
those powers and duties of the board of Directors in the management of the
affairs of I.T.O.W. specifically authorized by the Board of Directors. 1A.
The Executive committee shall
consist of the:
Section
2. Standing and special
committees. The president may, with
the approval of the board of directors, create and appoint the members of such
standing and special committees as the board may determine from time to time to
be necessary and desirable to fulfill the purpose of I.T.O.W. Section
3. Reports.
Reports shall be kept of all meetings of all committees.
No committee shall make public formal action on any new program or make
public any policy determination without the prior approval of the Board of
Directors or the executive committee. Article
XI.
AMENDMENTS: Section
1. By the Board of Directors.
These by-laws may be amended by a affirmative vote of a majority of all
the members of the Board of Directors (exclusive of the past officers of any
other towing association) at any regular or special meeting of the Board of
Directors after giving not less than thirty (30) days prior notice to the
membership stating the time and place of the meeting and the amendment or
amendments being proposed. Any
action of the Board of Directors with respect to the amendment of these by-laws
shall be binding on the total membership until such action is altered, amended
or repealed by the membership as provided in section 2 hereof. Section
2. By the Membership.
These by-laws, or any action of the Board of Directors relating thereto,
may be altered, amended or repealed at any annual or special meeting of the
membership if notice of the proposed alteration, amendment or repeal is
contained in the notice of the meeting. Article
XII.
INDEMNIFICATION: Section
1. I.T.O.W. shall
indemnify every member or officer or former member or officer of the Board of
Directors or I.T.O.W. against expenses actually and reasonably incurred in
connection with the defense of any action, suit or proceeding, civil or
criminal, in which such person is a party by reason of being or having been such
board member or officer, except in relation to matters as to which he/she shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty to I.T.O.W..
The foregoing right of indemnification shall not be exclusive of other
rights to which he/she may be entitled.
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