Bylaws of the United Motorcoach Association, Inc. (revised January 7, 2018)
ARTICLE I. NAME AND LOCATION
A. The name of the corporation shall be United Motorcoach Association, Inc., a District of Columbia nonprofit corporation (the "Association").
B. The headquarters of the Association shall be maintained in or around Washington, D.C. or at such other location as the Board of Directors determines.
ARTICLE II. OBJECTS AND PURPOSES
A. The purpose of the Association is to protect and promote the interests and welfare of carriers of passengers by commercial motor vehicle, which purpose shall include:
- Assistance in promoting beneficial and remedial legislation, which is deemed necessary and essential for the advancement and protection of its members.
- Assistance to members in obtaining uniform, just and proper rules and regulations promulgated by regulatory bodies governing the bus industry.
- Assistance to members in whatever way possible to maintain a healthy economic posture in order to insure the maintenance for the public of freedom of choice in selecting appropriate and adequate ground passenger transportation services in all parts of North America.
- Representation of member carriers in regulatory and legislative issues affecting the industry provided, however, that the Association shall not participate in any adversary proceeding wherein a dispute exists between any of its constituent members, unless the proceeding affects the membership as a whole, or a recognized segment of the membership.
- Promotion of friendly relations with and securing the cooperation and goodwill of the public.
- Establishment of liaison between commercial motor vehicle passenger carriers and manufacturers or suppliers for the purpose of specification, or commentary on design
- The exchange of administrative, operative and technical information among members to promote maximum efficiency of each member's operation.
- Encourage mutual aid among members to render assistance to a member needing emergency mechanical, advisory or operational assistance, when feasible.
- Such other objectives or purposes which may, from time to time, be beneficial to the interest of the members.
- The taking of whatever action indicated that would tend to promote the safety, convenience and betterment of the business of members and their passengers, and do whatever possible to serve the interest and welfare of members of the Association and the riding public at large.
ARTICLE III. MEMBERSHIP
A. Membership Classifications
- Operator Membership. Any individual, partnership, privately owned company or corporation lawfully engaged in the business of transporting persons in commercial motor vehicles in the U.S., Canada or any other country around the world may apply for operator membership.
- Associate Membership. Manufacturers or suppliers of materials and/or services to commercial motor vehicle passenger carriers ("CMVPC"), as defined by federal statute, or other persons, firms or corporations having business dealings of a general nature with CMVPCs may apply for associate membership.
- Honorary Membership. Honorary memberships for unusual contributions to the welfare of the industry and the Association may be awarded by the Board of Directors.
- Membership in any other transportation association shall not be a deterrent for qualification or admission to the Association.
B. Eligibility for Membership
- The Board of Directors shall from time to time establish the criteria for membership in accordance with these Bylaws.
- The Board of Directors may remove or otherwise sanction, by a two-thirds majority vote of those Directors present, any member who fails to satisfy the membership criteria or to comply with the governing documents or policies and procedures of the Association, provided that such member shall be given written notice of the proposed action and an opportunity to respond.
C. Voting Privileges
- Each operator member company shall have one vote for purposes of electing directors and for the purpose of deciding such issues proposed for membership vote by the Board of Directors.
- Associate members shall have no voting privileges except as defined in Article VI.
- Honorary members shall have no voting privileges.
D. Application for Membership
- Application for membership as an active member in the Association shall be made in writing or via electronic application, accompanied by such information as determined appropriate by the Board of Directors from time to time.
- Application for membership as an associate member in the Association shall be made in writing or via electronic application, accompanied by such information as determined appropriate by the Board of Directors from time to time.
- Application for membership in the Association shall be accompanied by the amount of prescribed dues, and constitute an agreement, upon acceptance to membership, to become bound and to abide by the Articles of Incorporation and Bylaws of the Association and to faithfully discharge all duties and obligations imposed thereby on members.
- Application for membership in the Association shall be forwarded to the Association's headquarters. The application may be approved or rejected as determined by the Board of Directors.
- Honorary memberships shall be awarded by the Board of Directors.
ARTICLE IV. DUES
- Annual dues for all membership classifications shall be determined by the Board of Directors.
- Honorary members shall pay no dues.
ARTICLE V. MEMBER MEETINGS
A. Annual and Special Meetings
An annual meeting of the Association shall be held at such place and at such time in each year as the Board of Directors may decide, provided that each active member is given notice at least fifteen (15) days prior to such meeting. Special meetings of the Association may be held upon the written order of the Board of Directors. Notice of special meetings shall be given by the President and Chief Executive Officer at least fifteen (15) days before the time of the meeting and all such notices shall specify the business to be brought to the attention of the meeting.
B. Quorum and Manner of Acting
The operator members present shall constitute a quorum. The affirmative vote of the majority of the active members represented at the meeting and entitled to vote on a matter shall be the act of the operator members, unless law, the Articles of Incorporation or these Bylaws, requires the vote of a greater number.
C. Special Balloting
Whenever, in the judgment of the Board of Directors, it is advisable to submit any question to the membership for formal decision, without convening a special meeting for the purpose, the President and Chief Executive Officer may submit such question to the voting members of the Association by electronic ballot, facsimile or mail (when electronic means are not available). Thirty days shall be given for the return of ballots. A simple majority of the votes cast shall be decisive on any question thus submitted, with the exceptions that amendments to these Bylaws shall become effective only by the approval of two-thirds of the votes cast.
ARTICLE VI. DIRECTORS
- The affairs of the Association shall be under the direction and control of a Board of Directors consisting of up to twenty-one (21) individuals. These shall be 19 operator members of the Association whose principal place of business shall be contained within the region which they represent, as well as one (1) associate member who is a coachbuilder and one (1) associate member who is not a coachbuilder.
- a.) There shall be a total of 19 elected regional directors comprised of six directors from each Region in the United States, and one director from the Region representing Canada/Global Members; each elected for three year staggered terms.
1. Regions will be defined by the Board of Directors and may from time-to-time be adjusted to ensure fair representation of the membership.
b.) There shall be one non-coachbuilder associate director elected for a term of three years.
1. The non-coachbuilder associate director shall be selected by fellow non-coachbuilder associate members who are primarily engaged in the business of providing products or services to the motorcoach industry, with the exception of those primarily engaged in the manufacturing or sales of commercial bus and motorcoach vehicles.
c.) The coachbuilder associate directors are the associate members who are primarily engaged in the business of manufacturing and sales of commercial bus and motorcoach vehicles and will have one collective vote on the Board of Directors.
- The representatives to the UMA Board of Directors from this group shall be attained through demonstrated industry leadership and criteria established by the UMA Board of Directors.
- a.) A member shall not be qualified to serve on the Board of Directors unless he has been an operator member in good standing for a minimum of one year prior to his/her nomination.
b.) The directors must be actively involved in the day-to-day operation of the member's entity.
c.) All directors are required to attend at least 50% of the association's board meetings in person or face removal from the board; extenuating circumstances may be taken into account by the Board before invoking removal of a member in such an action.
d.) Any director may serve up to four consecutive three-year terms as a director; after which time they must rotate off the Board of Directors for a minimum of one year before being eligible to run for another term as a director.
1. Any director that is appointed by the Board of Directors to fill a vacancy on the Board will not have that initial appointment term count toward this term limit.
e.) Any Past Chairman of the Board will be considered a Director Emeritus for as long as they are a member of the Association; and as such may attend/participate in any Board of Directors meeting and may do so in an ex-officio capacity without vote
4. Meetings shall be held at such place or places and at such time or times as may be determined by the Board. Special meetings of the Board shall be called upon the written request of a quorum of the Board.
5. Notice of any special meeting of the board of directors shall be given at least fifteen days previously thereto by written notice delivered personally or sent by mail or by electronic means or facsimile transmission to each director. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid in the United States mail. If notice be given by electronic means or facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. Any director may waive notice of any meeting.
- Eleven members present shall constitute a quorum of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the formal action of the Board of Directors, except where otherwise provided by law or by these Bylaws.
- Directors may not vote by proxy.
- Upon written consent of the Board of Directors, actions can be taken outside the course of an in-person meeting utilizing electronic means of voting and communications.
- Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other electronic communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute attendance and presence in-person at the meeting of the person or persons so participating only for purposes of conducting the business of the association. It does not, however, release a Director from his/her obligations under Article VI Section A.4,c.
- Members of the Board of Directors of the Association shall serve without monetary compensation. A policy for reimbursement of travel-related expenses to Board of Directors meetings may be established separately by the Board of Directors.
- Should any vacancy occur in any office or in the Board of Directors, other than a vacancy in the coachbuilder associate director or non-coachbuilder associate director, by reason of death, resignation or otherwise, such vacancy shall be filled by the Board for the unexpired term. Vacancies in the position of coachbuilder associate director or non-coachbuilder associate director shall be filled by members of that respective classification via electronic vote or at the next annual meeting of associates.
- Any director, who, at the discretion of the Board, fails to fulfill the duties and obligations of the directorship, may be removed from the Board of Directors by a two-thirds vote of the entire Board.
- Not more than one seat on the Board may be occupied by a representative of any company, holding group or otherwise financially affiliated organization. Questions arising on this issue would be referred to the Nominating/Bylaws Committee for resolution.
B. Election of Directors
- Election and Voting – The election of directors shall be conducted via written or electronic ballot as determined by the Board of Directors. A member entitled to vote shall vote by designated ballot only. Members shall not be entitled to vote by proxy.
- A policy that outlines the procedure for the election of the Board of Directors is to be established and documented by the Board of Directors in the Board of Directors Policy Document.
ARTICLE VII. OFFICERS
The officers of the Association shall be a Chairman, a Vice Chairman, a Treasurer and a Secretary as well as such other officers as may be appointed by the Board of Directors. The Vice Chairman, Treasurer and Secretary shall be elected by the Board of Directors from among the members of the Board of Directors. The Board of Directors may elect or appoint such other officers as it shall deem necessary or prudent, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors. The same person shall not serve as the Chairman and Secretary.
B. Election and Term of Office
The Vice Chairman shall be elected by the Board of Directors at the Board's annual meeting occurring in even numbered years for a two (2) year term and shall serve until his or her successor has been elected and qualified. The Treasurer and Secretary shall be elected each year at the Board's annual meeting for a one (1) year term and shall serve until their successors have been elected and qualified. The Treasurer and Secretary shall serve no more than three consecutive terms. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. The Chairman and Vice Chairman shall continue to serve as directors for the Regions from which they were elected during the term that they serve as Chairman and Vice Chairman pursuant to Article VI, Subsection A. 2 a. The Immediate Past Chairman, Chairman and Vice Chairman will not be subject to the term limits outlined in Article VI, Subsection A. 3 d. while serving as Directors of their respective Region.
1. Any officer may be removed whenever, in the Board of Directors judgment, the best interests of the Association would be best served.
2.A two-thirds vote of the total membership of the Board is required for removal of any officer.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise maybe filled by the Board of Directors for the unexpired portion.
E. Chairman and Term of Office
The Chairman shall serve a two (2) year term and shall preside at meetings of the Board of Directors. He or she shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.
F. Vice Chairman
The Vice Chairman shall automatically succeed to the office of Chairman at the end of the prior Chairman's term without the necessity of any further action or vote by the Board of Directors. The Vice Chairman shall preside at Board meetings in the absence of the Chairman.
The Secretary shall be responsible for the minutes of the meetings of the Board of Directors; and in general, shall perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the Chairman or by the Board of Directors.
Treasurer shall have charge and custody of overseeing all funds and securities of the Association, and in general shall perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. Any of the Treasurer’s duties may be delegated to the Chief Executive Officer or to his or her designee by the Board of Directors.
ARTICLE VIII. PROFESSIONAL STAFF
A. President/Chief Executive Officer
In addition to elected officers, the Association shall have a President/Chief Executive Officer. The President/Chief Executive Officer shall be administrator and manager of the Association employed by the Board of Directors on a salaried basis. The President/Chief Executive Officer shall be responsible to the Chairman and Executive Committee, shall have the authority to execute contracts on behalf of the Association and to disburse funds, as approved by the Board of Directors, and shall employ and may terminate the employment of members of the staff as necessary to carry out the work of the Association. In addition, the President/Chief Executive Officer shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Board of Directors. The President/Chief Executive Officer shall be a non-voting, ex officio, member of the Board of Directors and of all committees and councils.
B. Indemnification of Directors, Officers and Employees
Every Director, officer, committee member or employee of the Association shall be indemnified by the Association to the fullest extent permitted by law. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, committee member or employee may be entitled.
C. Surety Bonds
The Directors, President and Chief Executive Officer, Secretary, Treasurer and any other officer or employee handling or having access to the funds or securities of this Association shall be bonded at the expense of the Association, in such amount, and with such sureties, as the Board of Directors may from time to time prescribe.
ARTICLE IX. COMMITTEES
The Association shall have the following standing committees: Executive, Finance, and Nominating. The Chairman, subject to the approval of the Board of Directors, may appoint such other committees, subcommittees, councils or task forces as may be required to carry out the Association’s business or as the President may find necessary.
- Executive Committee - The Chairman, Vice Chairman, Immediate Past Chairman, Secretary, and Treasurer shall constitute the Executive Committee. The President/Chief Executive Officer shall be a member ex officio, without vote, of the Executive Committee. The Executive Committee shall have the power to act for the Board of Directors and the Association between meetings of the Board, to conduct business/administrative affairs as are deemed necessary and to address legal/personnel concerns that require confidential decision making. The Executive Committee cannot amend policies, documents of governance or Board actions. Meetings may be called by the Chairman or the President/Chief Executive Officer. The Chairman shall serve as Chairman of the Executive Committee. Actions of the Executive Committee shall be reported to the Board of Directors at its next meeting or by mail or e-mail according to policies and procedures adopted by the Board.
- Finance Committee - The Finance Committee shall be comprised of one Board Member from each Region that is appointed by the Chairman.
- Nominating/Bylaws Committee - The Immediate Past Chairman shall chair a Board Nominations/Bylaws Committee that consists of representation from each Region with the goal of soliciting and approving nominations for the Board of Directors election process. The committee will also be charged with evaluating and making recommendations for changes to the Bylaws of the Association as necessary.
- Legislative/Regulatory Affairs Committee – The Legislative/Regulatory Affairs Committee monitors, reviews and leads action related to legislative and regulatory matters affecting the bus and motorcoach industry. The committee assesses the priority level of such issues and recommends any actions for the Association to take based on the perceived threats to or advancement for the industry. Positions and actions on major issues are to be presented to the Board of Directors for final approval.
- Committee Appointments/Membership
- Members of all committees are to be association members in good standing and are subject to the approval of the Board of Directors.
- The President and Chief Executive Officer shall be ex-officio members of each of the committees, and under instruction from the Board or committee chairman, shall call all meetings.
ARTICLE X. INUREMENT AND DISSOLUTION
No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes of the Association. Upon the dissolution or final liquidation of the Association, the Board of Directors, shall after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association, exclusively for the purposes of the Association in such manner as the Board of Directors shall determine in compliance with Section 501(c)(6) of the Internal Revenue Code.
ARTICLE XI. AMENDMENTS
A. Any proposed amendment to these Bylaws shall first be submitted to the Board of Directors and require a two-thirds vote of those Board members present/voting. The approved amendment shall then be submitted to the members of the Association for final approval. If submitted to the members of the Association at a meeting, at least 30-days' notice of the proposed amendment shall be given.
B. The Bylaws may be amended at an annual meeting or special meeting of the Association by a two-thirds vote of the voting members present or in a mail, facsimile or electronic ballot by a two-thirds vote of the voting members responding in accordance with Articles III and V of these Bylaws.
Last Revised: 1/7/2018