Article I
NAME, PRINCIPLE OFFICE
Section 1. NAME: The name of the Association shall be “Idaho State Independent Auto Dealers Association (ISIADA).”

 

Section 2. PRINCIPLE OFFICE: The principle office of the Association shall be at any location designated by the Board of Directors.

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Article II
PURPOSE
Section 1. PURPOSE: The purpose of the Association shall be to encourage the joining together in a strong State Association and, provided that the Association is affiliated with the National Association, a strong National Association. The joining together of those independent automobile dealers and related entities who are engaged in one or more aspects of the automobile industry shall be a joint effort to advance the interests of the independent automobile dealers and the automobile industry as a whole, while at the same time protecting the public by maintaining the highest standards of business practices among dealers and related entities.

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Article III
MEMBERSHIP
Section 1. MEMBERS: Membership in the Association shall be open to those independent automobile dealers and automotive related entities who are engaged in the business of buying and selling motor vehicles or in associated activities doing business with independent automobile dealers in the State of Idaho.

 

Section 2. MEMBERSHIP CLASSIFICATIONS:

 

REGULAR: Regular membership is limited to licensed independent auto dealers. Regular members shall be entitled to all of the privileges and powers as a member of the Association and shall have voting rights at Annual and Special Meetings of the Association. Regular members may hold elected office within the Association as an Officer or member of the Board of Directors and may also be appointed to any Standing or Special Committee.

 

AUCTION: Auction membership is limited to licensed independent auto dealers doing business as a wholesale/retail auto auction. Auction members shall be entitled to all of the privileges and powers as a member of the Association and shall have voting rights at Annual and Special Meetings of the Association. Auction members shall not be eligible to hold elected office within the Association as an Officer, but may be elected as a member of the Board of Directors and may be appointed to any Standing or Special Committee.

 

FRANCHISE: Franchise membership is limited to licensed franchise auto dealers. Franchise members shall be entitled to all of the privileges and powers as a member of the Association and shall have voting rights at Annual and Special Meetings of the Association. Franchise members shall not be eligible to hold elected office within the Association as an Officer, but may be elected as a member of the Board of Directors and may be appointed to any Standing or Special Committee.

 

ASSOCIATE: Associate membership shall consist of persons, companies, and/or corporations engaged in a business related to, associated with, or assisting persons engaged in the automobile industry such as auto accessory/parts companies, auto finance companies, auto repair shops, banks, insurance agencies, etc. Associate members shall be entitled to all of the privileges and powers as a member of the Association, but shall not have voting rights at Annual and Special Meetings of the Association. Associate members shall not be eligible to hold elected office within the Association as an Officer or member of the Board of Directors and shall not be appointed to any Standing or Special Committee. Associate members may be called to serve in an advisory capacity when their scope of expertise would directly benefit the Association.

 

SPECIAL: Special membership shall consist of retail salesmen and other persons who are employed by Regular, Auction, Franchise, or Associate members. Special members shall be entitled to all of the privileges and powers as a member of the Association, but shall not have voting rights at Annual and Special Meetings of the Association. Special members shall not be eligible to hold elected office within the Association as an Officer or member of the Board of Directors and shall not be appointed to any Standing or Special Committee.

 

Section 3. AUTHORIZED REPRESENTATIVES: The dealer principle, or their authorized representative, of each Regular member will represent it in all Association activities and shall be entitled to all of the privileges and powers as a member of the Association.
At the beginning of each membership year, each Auction, Associate, Franchise, and Special member shall designate to the Association the name of the individual who will represent it in all Association activities and who will be entitled to all of the privileges and powers as a member of the Association, provided that such individual is an employee or designated representative of the member. The Board of Directors shall have the right
to disapprove any such designations.

 

Section 4. APPLICATION FOR MEMBERSHIP: Applications shall be available
to all potential members of the Association along with a copy of these Bylaws and a copy of the Association’s Code of Ethics. Application for membership shall be in writing on the form approved by the Board of Directors and shall be submitted to the office of the Association. The application shall be accompanied by the payment of dues for one (1) year of membership. All applications for membership shall be subject to the approval of the Board of Directors.

 

Applicants are responsible for reviewing the Code of Ethics and verifying in the application that their business practices comply with that Code of Ethics. The Board of Directors is authorized to investigate an applicant’s business practices and/or receive complaints regarding those practices which may constitute a violation of the Code of Ethics. The Board of Directors is authorized to deny the application of any applicant which they determine has violated the Code of Ethics.

 

If the Board of Directors determines that an applicant has, or may have, violated the Code of Ethics and they intend to deny membership, they shall calculate the effective date of the denial of the pending application to be thirty (30) days from the date such decision was made. They shall then provide written notice to the applicant at least fifteen (15) days prior to the effective date of the denial of their application and shall include the reasons for the denial. If the applicant responds to the denial notification, the Board of Directors shall allow the applicant an opportunity to be heard orally or in writing prior to the effective date of the denial of their application.

 

Any proceeding challenging a denied application, including a proceeding in which defective notice is alleged, must be commenced within thirty (30) days of the effective date of the application denial.

 

All written notices to the applicant shall be by first class, priority, or certified mail sent to the address noted on the application.
Section 5. MEMBERSHIP IDENTIFICATION: All persons approved as Members of the Association shall receive a form of membership identification (such as a certificate or window decal), a copy of these Bylaws, a copy of the Association’s Code of Ethics, and any other items approved by the Board of Directors.

 

Section 6. MEMBERSHIP YEAR: The membership year shall be twelve (12) months from the last day of the month in which the member made application and paid their initial dues. The last day of the month in which the member made application will also be their annual renewal date.

 

Section 7. DUES/FEES/ASSESSMENTS: Annual dues shall be paid on or before the renewal. If a member is late to renew, the original membership month shall remain as the membership renewal/due date.

 

The Board of Directors shall determine the amount of the dues for each year, which shall include membership in the National Association for that year, provided that the Association is affiliated with the National Association.

 

Special assessments may be levied as determined by the Board of Directors.

 

Section 8. SUSPENSION AND TERMINATION OF MEMBERSHIP: Any class of membership in the Association shall be suspended or terminated for failure to pay membership dues. Any membership may also be suspended or terminated for failure to adhere to the Association’s Code of Ethics. Suspension or termination of membership shall be by the action of the Board of Directors.

 

If the Board of Directors determines that a member has, or may have, violated the Code of Ethics and they intend to suspend or terminate membership, they shall calculate the effective date of the suspension/termination to be thirty (30) days from the date such decision was made. They shall then provide written notice to the member at least fifteen (15) days prior to the effective date of the suspension/termination of the membership and shall include the reasons for the suspension/termination. If the member responds to the suspension/termination notification, the Board of Directors shall allow the member an opportunity to be heard orally or in writing prior to the effective date of the suspension/termination.

 

Any proceeding challenging a suspension/termination, including a proceeding in which defective notice is alleged, must be commenced within thirty (30) days of the effective date of the suspension/termination.

 

A member who has been suspended or terminated shall be liable to the Association for dues, fees, or assessments as a result of obligations incurred or commitments made prior to the suspension/termination.

 

All written notices to the member shall be by first class, priority, or certified mail sent to the address last shown on the Association’s records for the member.

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Section 9. REINSTATEMENT: Any member whose membership in the Association has been terminated because of non-payment of dues, fees, or assessments may request reinstatement as a member, provided the request be accompanied by the unpaid dues, fees, or assessments, plus any new dues, fees, or assessments which may have become due and payable subsequent to the termination of the membership. The Board of Directors shall approve or disapprove all such requests.

 

Section 10. CHANGE OF STATUS IN MEMBERSHIP: When the status of any member in the Association changes so that the member would properly belong in another membership classification, such member shall immediately notify the Board of Directors in writing of the status change so that the Association’s records can be updated to reflect the change in membership classification.

 

Section 11. CANCELLATION: Any member may cancel their membership from the Association by notifying the Board of Directors in writing of their intent to cancel and the effective date of their cancellation.

 

A member who cancels shall be liable to the Association for dues, fees, or assessments as a result of obligations incurred or commitments made prior to the cancellation notification.

 

Article IV
OFFICERS
Section 1. OFFICERS: The Officers of the Association shall consist of the Chairman of the Board, President, Vice President, Secretary, and Treasurer. All Officers shall serve without salary or remuneration and shall have full voting rights.

 

Section 2. ELECTION AND TERM: Any Regular member of the Association, or their authorized representative, shall be eligible for election as an Officer. Officers will be elected by the membership at the Annual General Membership Meeting. The term of office for all Officers shall commence the day following the Annual General Membership Meeting and be for a period of one year or until the day of the next Annual General Membership Meeting where the election of new officers will take place.

 

Section 3. VACANCIES AND REMOVALS: The Board of Directors, at a Regular Meeting or at a Special Meeting, may fill any vacancies on the Board of Directors caused by death, resignation, or any other reason. The new Officer(s) elected shall serve the balance of the term remaining of their predecessor(s). Officers may be removed by a two-thirds (2/3) vote of the Board of Directors.

 

Section 4. CHAIRMAN OF THE BOARD: The office of Chairman of the Board shall automatically be filled by the immediate Past President, provided that this person shall not then be serving as President for a second successive term. In the event that the immediate Past President is not eligible to fill the office of Chairman of the Board, the immediate Past Chairman of the Board shall continue as Chairman of the Board regardless of the number of terms served.

 

Section 5. DUTIES AND POWERS, PRESIDENT/VICE PRESIDENT: The President shall preside over all meetings of the General Membership, Board of Directors, and Executive Committee. The President shall have authority to execute all authorized contracts approved by the Board of Directors and shall perform all other duties and powers authorized by the Board of Directors. In the absence of the President, all duties and powers transfer to the Vice President.

 

Section 6. DUTIES AND POWERS, SECRETARY: The Secretary shall keep minutes of all meetings of the General Membership, Board of Directors, and Executive Committee and shall perform all other duties and powers authorized by the Board of Directors.

 

Section 7. DUTIES AND POWERS, TREASURER: The Treasurer shall prepare a proposed annual budget prior to the Annual Board of Directors’ Meeting. The Treasurer shall sign all authorized financial documents which require a signature and shall perform all other duties and powers authorized by the Board of Directors.

 

Article V
COMMITTEES
With approval from the Board of Directors, the President shall appoint and define the duties of all standing Committee Chairmen necessary to carry on the year’s business/projects/activities. These appointments will take place between the first meeting of the Board of Directors following the Installation of Officers and the Annual Board of Directors’ meeting.

 

Each Committee Chairman shall be directly responsible to the President and the Board of Directors. The President may dismiss any Committee Chairman. Committee Chairmen shall continue in office after the election of new officers until the next regular meeting of the Board of Directors.

 

Section 1. EXECUTIVE COMMITTEE: The Executive Committee shall consist of the Chairman of the Board, President, Vice President, Secretary, and Treasurer. The Executive Committee shall meet at the call of the President.

 

Section 2. STANDING COMMITTEES: Standing Committees shall consist of
(1) Membership, (2) Education, (3) Legislative, (4) Convention, (5) Scholarship, (6) Budget/Audit, (7) Insurance/Service and (8) Public Affairs.

 

Section 3. SPECIAL COMMITTEES: Special Committees may be appointed by the President at any time for the purpose of coordinating/resolving special projects of the Association.

 

Article VI
BOARD OF DIRECTORS
Section 1. ELIGIBILITY, ELECTION, AND TERM: The number of Directors which shall constitute the Board of Directors shall not be less than five (5) and not more than twenty one (21). The Board of Directors shall consist of: Chairman of the Board, President, Vice President, Secretary, Treasurer, President and Vice President from each Region, Vice Presidents-at-Large, and Standing Committee Chairmen. No more than sixty (60) days, and not less than twenty one (21) days prior to each Annual General Membership Meeting, a meeting of the Board of Directors shall be called for the purpose of selecting a candidate for the positions of President, Vice President, Secretary, and Treasurer. The nominees’ names shall be presented for election to the floor at the Annual General Membership Meeting. Additional persons can be nominated from the floor by Regular members.

 

Section 2. VACANCIES AND REMOVALS: The Board of Directors, at a Regular Meeting or at a Special Meeting, may fill any vacancies on the Board of Directors caused by death, resignation, or any other reason. The new member(s) of the Board of Directors elected shall serve the balance of the term remaining of their predecessor(s). Members of the Board of Directors may be removed by a two-thirds (2/3) vote of the Board of Directors.

 

Section 3. DUTIES AND POWERS: The business of the Association shall be managed by the Board of Directors, which may exercise all such powers of the Association as required by Statute, Articles of Incorporation, or these Bylaws.

 

Section 4. DELEGATION OF POWERS: The Board of Directors may delegate any of their authority and powers to the Executive Committee.

 

Section 5. MEETINGS: The Regular Meetings of the Board of Directors shall be held weekly via telephone conferencing at the direction of the President. Written notice of these meetings, along with a meeting agenda, shall be sent to each member of the Board of Directors via email at least twenty-four (24) hours prior to the meeting. A Special Meeting of the Board of Directors may be called by the President, Secretary, Treasurer, or any two (2) members of the Board of Directors. Written notice of any Special Meeting, along with a meeting agenda, shall be sent to each member of the Board of Directors via email at least twenty-four (24) hours prior to the meeting.

 

Section 6. QUORUM AND VOTING: At all meetings of the Board of Directors, whether Regular or Special, two-thirds (2/3) of the members of the Board of Directors shall constitute a quorum for the transaction of business and the act of the majority at any meeting at which there is a quorum present shall be the act of the Board of Directors, unless otherwise specifically provided for by Statute, Articles of Incorporation, or these Bylaws.

 

Article VII
MEETINGS OF MEMBERS
Section 1. TIME AND PLACE OF ANNUAL GENERAL MEMBERSHIP MEETINGS: The Annual General Membership Meeting of the membership shall be held in the third quarter of each year or as close thereto as the Board of Directors shall determine and at a place and time determined by the Board of Directors.

 

Section 2. TIME AND PLACE OF SPECIAL MEETINGS: Special Meetings of the membership may be called at any time and at any place by the President, the Board of Directors, or by written request of twenty-five (25) percent of the Regular/Auction/Franchise members, who shall notify the President, stating the reason for which the meeting is being called. Only such business as is authorized on the call issued may be transacted at this Special Meeting.

 

Section 3. QUORUM AND VOTING: At all meetings of the membership, whether Annual or Special, a quorum shall consist of ten (10) percent of the Regular/Auction/Franchise members present. A majority vote by the membership will be required to confirm any motion duly presented during the meeting. Only Regular, Auction, and Franchise members may vote.

 

Section 4. MAIL BALLOT: The Board of Directors shall have authority to submit to the membership by mail ballot any questions which may arise between the Annual General Membership Meetings which in their judgment should be acted upon by the membership.

 

Section 5. NOTICE OF MEETING: Written notice of the Annual General Membership Meeting stating the time and place shall be given to each member at least fourteen (14) days prior to the date of the meeting. Special Meetings may be called by written notice delivered at least ten (10) days prior to the date of the meeting. Such notice shall state the reason for which the Special Meeting is being called.

 

Article VIII
FINANCIAL
The monies of the Association shall be carried in the name of the Association in a bank, or banks, named by the Board of Directors. All checks issued against this/these account(s) of the Association shall be signed by two (2) of the following persons: Any two members of the Board of Directors.

 

Article IX
FISCAL YEAR
The fiscal year of the Association shall be from January 1st to December 31st of each year.

 

Article X
AMENDMENTS
Section 1. BYLAWS: These Bylaws may be altered, amended, or repealed by a two-thirds (2/3) vote of the Board of Directors at any Board of Directors’ Meeting or at any Special Meeting called for this purpose.

 

Section 2. Amendments shall take effect immediately upon their adoption, unless otherwise provided for.
Revised and Adopted August 17, 2013.