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As amended April 22, 1998 ARTICLE I — NAME AND OFFICE
Section 1. Name.
The name of this not-for-profit association shall be the California Bus
Association, Inc. (hereafter known as “CBA”). Section
2. Office.
The principal office of the association shall be in the State of
California. The association shall have such other offices as may, from
time to time, be designated by the Board of Directors. ARTICLE II — OBJECTIVES
The objectives of the association shall be to consider
issues common to the bus industry and to advise its members concerning laws and
regulations of federal, state and local governmental bodies: to disseminate information and to encourage equality
and uniformity relative to legislative and regulatory action; to promote better
understanding among owners and operators of bus companies through conferences,
educational programs and social activities; and to bring about a greater
awareness of bus operation on the part of the general public. ARTICLE III — MEMBERSHIP
Section 1. Classes
of Members. The association shall
have several classifications of membership, defined as follows: A. Operator
Member: Any corporation,
partnership or individual holding authority from the Public Utilities Commission
of the State of California to conduct operations as a passenger-stage
corporation under a Certificate of Public Convenience and Necessity, or holding
a Class A or B Certificate authorizing operation as a charter-party carrier of
passengers; provided, however, that as a condition of eligibility, any such
certificate must authorize the operation of passenger-carrying vehicles having a
capacity of ten (10) passengers or more. Said Operator Members
shall be entitled to all rights and privileges conferred hereunder, as long as
membership is held in good standing. Members
may be represented by a shareholder, officer, director, employee or other
designated representative of said Operator Member. B. Associate Member: Any
person, firm or corporation engaged in the business of manufacturing, selling or
servicing buses or allied equipment
may be entitled to become an Associate Member of the association.
In addition, any person, firm or corporation engaged in providing
products or professional services to the bus industry may be entitled to become
an Associate Member of the association. C. Allied Members: Any
person, firm or corporation involved in providing tour and travel services
and/or travel-related ancillary services to charter-party carriers and/or
passenger-stage corporations may be entitled to become an Allied Member of the
association. Allied Members shall
not be entitled to hold office in the corporation.
Reference Article VI, Section 1. D. Affiliate Members: Those
operator companies, not operating from California. This is a non-voting membership category.
Affiliate Members shall not
be entitled to hold office in the corporation The board of Directors may create new or additional
classes or subclasses of membership not in conflict with paragraphs A - C above.
Section 2.
Application for Membership. Application
for membership shall be made in the manner prescribed by the Board of Directors.
Acceptance or rejection of such application shall be by majority vote of
the Board of Directors. Section 3.
Right to Vote. Each Operator
Member in good standing is eligible to vote in the affairs of the association.
Associate and Allied Members are not eligible to vote. Section 4.
Duration of membership and Resignation.
Membership in this association may terminate by death, voluntary
withdrawal as herein provided, or otherwise in accordance with these Bylaws.
The right of a member to vote and all other rights and privileges shall
cease on the termination of membership. Any
member may withdraw from membership by giving thirty (30) days advance written
notice of such intention. Such
shall be presented to the Board of Directors at its next succeeding meeting, and
withdrawal shall be effective upon fulfillment of any obligations to the date of
withdrawal. Section 5.
Withdrawal of Membership Privileges.
Membership rights and privileges may be suspended or withdrawn for good
cause; e.g., non-payment of dues, violation of Bylaws or any rule or practice
properly adopted by the
association, or any other conduct prejudicial to the interests of the
association. Such suspension or
withdrawal shall be by majority vote of the Board of Directors; PROVIDED that a
statement of the charges shall have been mailed by registered mail (with return
receipt) to the last recorded address of the member at least fifteen (15) days
before final action is taken thereon. This
statement shall be accompanied by a notice of the time and place of the meeting
at which such suspension or withdrawal shall be considered, and the member shall
have the opportunity to appear in person and present any defense before action
is taken thereon. Section 6.
Reinstatement and Transfer of Membership. Upon written application signed by a former member and
filed with the Secretary, the Board of Directors may, by affirmative vote of the
majority of the Board, reinstate such former member to membership upon such
terms as the Board of Directors may deem appropriate. Membership into the association is not transferable
or assignable, except by majority vote of the Board of Directors. Section 7.
Code of Ethics.
The members of the California Bus Association recognize the need to
provide services in a professional manner and to act toward the public and
colleagues with the highest degree if integrity.
Accordingly, we adopt the following creed which shall govern our
endeavors to fulfill our obligations:
ARTICLE IV — ANNUAL DUES
Section 1. Amount.
The annual dues for each classification of membership shall be determined
by resolution of the Board of Directors. Section 2.
Failure to Pay. Members who
fail to pay their dues within thirty (30) days from the time they become due
shall be notified by the Treasurer; and if payment is not made within the next
succeeding thirty (30) days, shall be subject to termination, and thereupon
forfeit all rights and privileges of membership. Members who have failed to pay their dues shall not be
eligible for election to the Board of Directors, and the membership will be held
to not be in good standing until all dues and past-due obligations owed are
paid. ARTICLE V — MEETING OF MEMBERS
Section 1. Annual
Meeting. There shall be an annual
meeting of the association in the fall, unless otherwise ordered by the Board of
Directors, for election of members of the Board of Directors, for receiving the
annual reports, and for the transaction of other business.
Notice of such meeting shall be mailed to the last recorded address of
each member at least thirty (30) days before the date of the meeting. Section 2.
Special Meetings. Special
meetings may be called at any time by the President of the association or by any
four (4) members of the Board of Directors. Notice of any special meeting shall be given at least ten
(10) days in advance, along with a statement of time and place and information
as to the subject or subjects to be considered. Section 3. Quorum.
A simple majority of the whole Board shall constitute a quorum at any
meeting of the Board. Any less
number may adjourn from time to time until a quorum is present. Section 4.
Mail Vote. Whenever, in the
judgment of the Board of Directors, any question shall arise which it believes
should be put to a vote of the membership and when it deems it inexpedient to
call a special meeting for such purpose, the Board of Directors may, unless
otherwise required by these Bylaws, submit such a matter to the membership in
writing by mail for vote and decision. Any
and all action taken in pursuance of a majority mail vote in each such case
shall be binding upon the association in the same manner as would be action
taken at a duly called meeting. ARTICLE
VI — BOARD OF DIRECTORS
Section 1. Members.
The Board of Directors shall consist of a total of eleven (11) members. The board will be comprised of ten (10) operator members, who
are the elected representatives of the Operator Members in good standing, four
(4) of whom shall be the President, Vice President, Secretary, Treasurer, six
(6) Directors, and one (1)
Associate/Allied Steering Council member. The Associate/Allied Steering Council
shall designate a member to represent its interests at the Board of Directors
meetings, in a voting capacity. An
exception will exist when, at the conclusion of the President’s term, an
ex-officio voting position will exist on the Board of Directors for the Past
President, duration to be one year. Section 2.
Duties. The Board of
Directors shall have 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 purposes and shall have discretion
in the disbursement of its funds. It
may adopt such rules and regulation for the conduct of its business as shall be
deemed advisable and may, in the execution of the powers granted, appoint such
agents, as it may consider necessary. Section 3.
Term of Office. The Board of
Directors shall be installed in office at the annual general meeting of the
association, and shall serve for a period of two (2) years as long as all
membership requirements are met. Terms
shall be staggered, with half of the Board being elected each year.
Any director shall be eligible for re-election. Section 4.
Meetings. Immediately
following each annual meeting of members, the Board of Directors shall hold a
regular meeting for the purpose of organization, election of officers, and the
transaction of other business. No notice of such organizational meeting need be
given. Thereafter, the Board of
Directors shall meet upon call of the President at such times and places as he
or she may designate, and shall be called to meet upon demand of a majority of
its members. Section 5.
Action Without a Meeting. Any
action by the Board of Directors may be taken without a meeting if all members
of the Board individually or collectively consent in writing to this action.
Such written consents shall be filed with the minutes of the proceeding
of the Board. Section 6.
Quorum. A simple majority of
the whole Board shall constitute a quorum at any meeting of the Board.
Any less number may adjourn from time to time until a quorum is present. Section 7.
Absence. Any member of the
Board of Directors unable to attend a meeting shall notify the President or
Secretary of the reason for his or her absence.
If a member is absent from three (3) consecutive meeting for reasons
which the Board has failed to declare to be sufficient, his or her resignation
shall be deemed to have been rendered and accepted. Section 8.
Compensation. Members of the
Board shall not receive any compensation for their services on the Board, but
the Board may by resolution authorize reimbursement of expenses incurred in the
performance of their duties. Such
may prescribe procedures for approval and payment of such expenses by designated
officers of the association. Nothing herein shall preclude a Board member from serving
the association in any other capacity and receiving compensation for such
services. Section 9.
Resignation or Removal. Any
Director may resign at any time by giving written notice to the President, the
Secretary of the Board of Directors. Such
resignation shall take effect at the time specified therein, or if no time is
specified, at the time of acceptance thereof as determined by the President or
the Board. Any director may be removed by a majority vote of the
Directors at any regular or special meeting at which a quorum is present. Section 10.
Vacancies. Any vacancies
that may occur on the Board by reason of death, resignation or otherwise may be
filled by the remaining members of the Board for the unexpired term. ARTICLE VII — OFFICERS
Section 1. Composition.
The elective officers of this association shall be a President, a Vice
President, a Secretary, and a Treasurer. These
officers shall be elected every two (2) years by the Board of Directors at the
annual meeting, and shall serve for a term of two (2) years or until his/her
successor is duly elected and qualified. Section 2.
Vacancies. Vacancies in any
office due to death, resignation or as otherwise provided in these Bylaws shall
be filled by the Board of Directors. Section 3.
President. The President
shall be the principal elective officer of the organization and shall, subject
to the control of the Board of Directors, have general supervision, direction
and control of the business and affairs of the association.
He/she shall preside at all meetings of the members and Board of
Directors, and shall have such other powers and duties as may be prescribed from
time to time by the Board of Directors. Section 4.
Vice President. In the
absence or disability of the president, the Vice President shall perform all the
duties of the President and in so acting shall have all the powers of the
President. The Vice President shall
have such other powers and perform such other duties as may be prescribed from
time to time by the Board of Directors. Section 5.
Secretary. The Secretary
shall keep a full and complete record of the proceedings of the Board of
Directors, shall keep the seal of the corporation and affix it to such papers
and instruments as may be required in the regular course of business, shall make
service of such notices as may be necessary or proper, shall supervise the
keeping of the records of the corporation, and shall discharge such other duties
of the office as prescribed by the Board of Directors. Section 6.
Treasurer. The Treasurer
shall have custody of and be responsible for all the funds and securities of the
association, keeping a full and accurate account of all receipts and
disbursements, and shall deposit such monies in the name of the association in
such banks, trust companies or other depositories as the Board of Directors
shall from time to time select. The
Board of Directors shall designate the authorized signatories upon which funds
of the association may be disbursed. The
Treasurer shall have such other powers and perform such other duties as may be
prescribed from time to time by the Board of Directors. Section
7. Assignment.
The duties of the Secretary and/or Treasurer may be assigned in whole or
in part, by the approval of the Board of Directors.
At all times, the full responsibilities of the duties remain in the hands
of the Secretary and/or Treasurer. ARTICLE VIII — COMMITTEES
Section 1. General.
The President, subject to the approval of the Board of Directors, shall
annually appoint such standing, special or subcommittees as may be required by
the Bylaws or as he or she may deem necessary. Section
2. Associate/ Allied Steering
Council. There shall be established
an Associate/Allied Steering Council composed of a Chairman, Vice Chairman, and
such other members as deemed appropriate by the Chairman with the concurrence of
the President. Members of this Council shall be elected by a majority vote
of the Associate and Allied Members of the association, and must be Associate or
Allied Members in good standing of the association. Council members shall serve
for a term of one (1) year, or until their successors have been duly elected and
qualified. The
Associate/Allied Steering Council shall be charged with reviewing applications
for Associate or Allied membership prior to submission to the Board of Directors
for approval; representing the views of the Associate and Allied Members to the
Board of Directors and membership; in general promoting the welfare of the
Associate and Allied Members of the association; and shall perform such other
duties as may from time to time be prescribed by the Board of Directors. Section
3. Nominating Committee.
At least ninety (90) days before the annual meeting, the President shall
appoint a Nominating Committee of three (3) persons to nominate candidates for
the Board of Directors. The
Committee shall notify the Secretary, in writing, at least sixty (60) days
before the date of the annual meeting, of the names of the candidates it
proposes, and the Secretary shall mail a copy thereof to the last recorded
address of each member eligible to vote at least thirty (30) days before the
annual meeting. Independent
nominations may be made on the mail ballot, providing that the nomination has
the consent of the nominee. Ballots
shall be returned to the association office no later than ten (10) days prior to
the annual meeting; and the votes shall be tallied in the presence of at least
two (2) Board members and the Executive Administrator.
Election will be by a majority of votes cast.
Results of the election shall be reported to the membership at the annual
meeting. ARTICLE
IX — INDEMNIFICATION
Every person now and hereafter serving as an officer or
director of the association shall be indemnified in accordance with the laws of
the State of California. The Board
of Directors shall determine finally and conclusively by majority vote the
reasonableness and propriety of any indemnity claimed by any such person.
Indemnification shall not be deemed exclusive of any other right to which
those indemnified may be entitled. ARTICLE X — WORKERS’ COMPENSATION GROUP
PROGRAM
Section 1. Name.
The program shall be known as the CBA Group Workers’ Compensation
Program Section
2. Objects and Purposes of
Group Program. To reduce and
eliminate business related accidents, injuries and losses, and the causes
thereof, to insure and promote the safety of the Operator Members, their
employees and property. To create,
promote, conduct, coordinate, and effect among Operator Members a program
designed to identify, reduce, and eliminate such business related accidents,
injuries and losses, and the causes thereof.
To assist Operator Members in all proper and lawful ways to identify,
reduce, and eliminate hazardous work conditions. Section
3. Eligibility.
Eligibility of CBA Operator Members in good standing shall be determined
by the underwriting company, Republic Indemnity Company of America. Section
4. Premiums and Dividends.
No distribution of funds to any member of this group program derived from
a Workers’ Compensation dividend shall be reduced or forfeited except to the
extent that the group has guaranteed payment of premiums to the insurance
carrier. The group guarantees the
payment of all premiums to the extent of policyholder dividends that are or may
become due to this group or its members from the insurer upon the condition that
the insuring company notify the association of the non-payment of a premium by
an insured member of the group within sixty (60) days after the premium is past
due. Each member of the group,
prior to inception of any Workers’ Compensation policy of insurance, shall be
notified in writing that there may be such a reduction or forfeiture of the
dividend in accordance with this Section. ARTICLE XI — DISSOLUTION
The association 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 the association.
On dissolution of the association, 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. ARTICLE XII — AMENDMENTS
Upon proposal by the Board of Directors, these Bylaws may be amended, repealed or altered, in whole or in part, (a) by a majority vote at any meeting of the association; PROVIDED that a copy of any amendment proposed for consideration shall be mailed to the last recorded address of each member eligible to vote at least thirty (30) days prior to the date of the meeting; or (b) by approval of the members through mail vote in accordance with the provision of Article V, Section 4. |
