HOUSTON LIMOUSINE ASSOCIATION
Adopted by the joint Board of Directors of the above name affiliates for the purposes of this consolidation on July 13, 2023 by Unanimous Consent.
Table of Contents
Houston Limousine Association By-Laws
ARTICLE 1: NAME AND PRINCIPAL OFFICE
Section B Termination and/or Transfer of Membership:
Section C Suspension and/or Expulsion:
ARTICLE 5: MEETINGS AND ELECTIONS
ARTICLE 9: LIMITS ON LIABILITIES
ARTICLE 1: NAME AND PRINCIPAL OFFICE
Section A: Name – The name of this corporation shall be the HLA LLC, dba HOUSTON LIMOUSINE ASSOCIATION (HLA), a nonprofit corporation incorporated in the State of Texas.
Section B: Office – The principal office of the HLA shall be located within the Metropolitan Houston, Texas area until otherwise determined by the Board of Directors. Additionally, offices shall be operated in such other locations as may be directed and determined by the Board of Directors of the HLA.
ARTICLE 2: PURPOSE
Section A: Purpose – The purpose of the HLA shall be to provide a regional forum for the exchange of information and views by members of the HLA; 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 Congress of the United States and other local and federal regulatory authorities; and to perform such duties as will benefit the HLA and its members.
ARTICLE 3: MEMBERSHIP
Section A:
Types of Membership. There shall be the following types of membership in the HLA. By becoming a member, all members accept to abide by the Code of Ethics.
The designation “Regular Active Member” shall apply to individuals and entities, which meet the following qualifications:
- Is a limousine/livery and/or charter bus 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.
- Are recommended for membership by the majority of the members composing the Membership Committee.
- Are accepted for membership after they have been fully investigated by the Membership Committee.
- Have paid their dues set by the Board of Directors.
- Each Regular Active Member shall be entitled to one vote at meetings of the membership.
The designation “Associate Member” shall apply to groups or individuals of limousine/livery and charter bus owners and/or operators who, by virtue of incorporation and purpose, represent a minimum of one owner and/or operator. These groups or individuals are to be known as an Associate Member.
- All Associate Members shall be entitled to attend all open meetings of the HLA, providing that the Member’s dues are paid.
- Each Associate Member shall be entitled to one vote but not to hold a Board position in the Association.
- Are recommended for membership by a majority of the members composing the Membership Committee
3. TRADE MEMBERS:
This designation shall apply to individuals and entities which meet the following qualifications:
- They 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/ livery and charter bus businesses.
- They are recommended for membership by a majority of the members composing the Membership Committee.
- They are accepted for membership by vote of the Board of Directors of the HLA.
- Pay any fees or dues established for that particular member by the Board of Directors.
- Allied Trade Members shall be entitled to attend all meetings of the HLA, shall have the right to vote but not to hold an officer position in the Association.
- A maximum of three (3) vendor-member can be added to the board, with a 3-year term and shall have voting rights.
4. HONORARY MEMBERS:
As appointed by the Membership Committee and the HLA Board of Directors.
Section B Termination and/or Transfer of Membership:
Any Regular Active Member who shall cease to be an owner of a limousine/livery and/or charter bus business shall automatically cease to be a member of the HLA. Memberships are non transferable.
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 or suspended for cause unrelated to a failure to pay dues 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 HLA member has broken any applicable Federal, state or municipal regulations,
depending upon the severity of the violation committed, that member’s membership in HLA and the benefits thereof can be terminated pursuant to a vote of expulsion or suspended pursuant to a vote or suspension 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 for membership must make payment of all dues in arrears. However, a reinstated member must wait one year from the date of reinstatement before applying for nomination to the Board. Any other former member who has been expelled or suspended for reasons unrelated to a failure to pay dues me may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may see fit.
ARTICLE: 4 DUES
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 paid within sixty (60) days of the start of the fiscal year. New members joining prior will be required to pay prorated dues starting the following quarter after joining till the end of the current fiscal year.
Delinquent Payment: Any of the HLA members who are delinquent in the payment of dues for a period of sixty (60) days shall be notified of such delinquency and advised that the member will be suspended at the end of ninety (90) days of the start of the fiscal year. During a period of suspension, a member shall not be entitled to any services of the HLA. Upon application the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.
Refund of Dues: No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE 5: MEETINGS AND ELECTIONS
Meetings and Membership; Quorum: Beginning in 2022, an annual meeting of the HLA 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 HLA on such dates and at such times and places as determined by the Board of Directors. Ten percent (10%) of the voting members of the HLA, must be present in person and shall constitute a quorum. A quorum is required for the transaction of business at any regular or special meeting. A majority vote of those present in person at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.
Notice of Membership Meetings: Notice of the date, time, place and purpose of any meeting of the members of the HLA shall be given in writing, by personal delivery, via email or by United States mail, to each member of the HLA.
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.
Voting by Active Members; Registration: At any such meeting, each Active Member of the HLA whose dues are fully paid for the current fiscal year, and who is properly registered, shall be entitled to one vote. Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors.
Order of Business: The order of business at all meetings of members shall be as follows:
1. Reading of preceding meeting minutes
2. Treasurer’s Report
3. Report of Officers
4. Old and unfinished business
5. New Business
6. Election of Officers and Directors-when appropriate
7. Adjournment
Nomination of Directors: Together with the notice of the annual meeting of members, the HLA office shall mail or email a copy of the report of the Membership/Nominating Committee to all members. The election shall be held at the annual meeting of the HLA by secret ballot. Each member present will be handed the ballot on a colored card and a ballot only envelope stamped “HLA Election”. After the call for voting by the President, all “HLA Election” envelopes will be collected by the Secretary of the HLA. Two (2) officers, the Secretary and Vice President or Treasurer, will be counting the ballots immediately after they have been collected and the results will be announced before the meeting is adjourned.
- Election of the Board of Directors: The Board of Directors will consist of a minimum of three (3) and a maximum of eleven (11) Regular Active Members whose term will be for three years.In conducting elections for the HLA Board of Directors, members will only be permitted to vote for one (1) candidate.
- Replacement of Directors: In the event that any person shall become unable or unwilling to serve in the office to which he/she has been elected, the HLABoard of Directors may name a replacement. That candidate shall serve the balance of the outgoing director’s term of office. In the event that any Allied Trade Member shall become unable or unwilling to serve in the office to which he/she was elected by the HLA Board of Directors, the Board of Directors may name a replacement. That candidate shall serve the balance of the outgoing director’s term of office.
- Term limit and other restrictions of Directors: In order to qualify as a Director of the HLCA, 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 HLABoard of Directors at one time. A member of the HLA Board of Directors, in the best interest of the HLA, shall not be a member of another board of directors that is competitive to the HLA or the limousine/livery and charter bus industry, specifically, any Taxi industry related association. Furthermore, two people from the same company (given they meet the election criteria) can serve on two competing boards of directors. A Director may be elected by voting members for two (2) consecutive terms but must then apply for re-nomination to the Board. A Director appointed under Article 5 to fill a vacancy shall not be considered elected by the voting members for purposes of the term limitation.
- Election of Officers: The election of officers will take place at the Annual Meeting of the newly elected Board of Directors. The officers will be elected by the Board of Directors. The position(s) to be filled will be for one (1) term – or until the next annual meeting – or until elected: President, Vice President, Treasurer and Secretary.
- 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 Board will vote to replace the position of Vice President at the next meeting of the Board of Directors for the remainder of the year.
- In the event the Treasurer or Secretary shall be unable or unwilling to serve in the office to which he/shehas been elected, the Board of Directors shall vote to replace the position of Treasurer or Secretary at the next meeting of the Board of Directors or at the next annual meeting
ARTICLE 6: BOARD OF DIRECTORS
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.
Composition: Beginning with the 2013 election of officers, the Board of Directors shall consist of eleven (11) people (Article 5, Section G).
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.
Meetings: One regular meeting of the Board of Directors shall be held immediately before, after or during the annual meeting of members of the HLA, and three (3) shall be held during each year at a time and place fixed by the Board of Directors. The President must notify the Board of Directors of the meeting date at least Seven (7) days prior to the meeting. Agenda items for all Board of Directors meetings will be submitted to the Secretary, by any Director, no later than three (2) days prior to the date of a meeting and said agenda should be distributed to Board members one (1) day prior to any meeting. Special meetings of the Board of Directors may be called at any time by the President or any five (5) directors. Legal counsel may be present at all meetings of the Board if so ordered. Five (5) days written notice by mail or 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 Secretary shall preside.
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.
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 by the Board if sufficient cause exists only by vote of at least two-thirds (2/3). Any Director previously removed by the Board will not be eligible to hold any future positions as an officer unless voted to be reinstated by at least two-thirds (2/3) of the votes of the Board of Directors. Candidates from companies, organizations or associations in which a Director was previously removed are not eligible to hold any officer position in the HLA for a period of fifteen (15) years.
Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary of the HLA. 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 and wishes to rerun for the Board again in the future, the member must wait until the next election.
COMMITTEES (Standing)
- Executive Committee: The Committee shall consist of three (3) members of the Board. Executive Committee meetings may be called by any two (2) members of the Executive Committee. The Committee should do investigations, make recommendations and bring the subject to the Board for a vote within ten (10) days. Meetings may be called by the President or by any two (2) members of the committee. A majority of the Executive Committee shall constitutea quorum.
- Nominating/Membership Committee: The Nominating Committee shall be appointed by the President and shall consist of three (3) members, one (1) shall be a member of the Board of Directors, the other two (2) can be regular, associate or vendor members. The President shall appoint a Chairman. The Nominating Committee shall meet not less than ninety (90) days prior to the annual meeting of the members, and shall recommend nominees for membership on the Board of Directors to be filled by election by balloting of the general membership and shall submit its report to the President not later than thirty (30) days prior to such meeting. The President of the HLAshall not be a member of this committee. The committee is to keep constant watch on the Bylaws, accept written amendments and to research, recommend procedures as to amendments and meeting procedure in accordance to ROBERT’S RULES OF ORDER, revised
- Finance/Budget: The President shall appoint or remove a two-member committee, chaired by the Treasurer, to watch over and develop a budget for each coming year to be approved at the annual meeting for the next year.
- Ad Hoc Committees: The Board of Directors, at its direction, may from time to time elect to appoint various ad hoc committees comprised of two (2) or more of regular, associate and vendor members to assist the Directors in the conduct of the HLA One (1) of the committee member shall be a member of the Board and chair the committee.
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
President: The President shall be the principal executive officer of the HLA. The President shall preside at all meetings of the HLA and the Board of Directors. The President shall also serve as the chair and as a voting member of the Executive Committee, but shall function in a non- voting ex-officio capacity on all other committees, the sole exception being that the President may not serve in any capacity on the Nominating/Membership Committee. 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 HLA and shall see that all orders and resolutions of the Board are carried into effect.
Vice President: The Vice President shall perform the duties of the President in the event of the President’s inability to serve.
Treasurer: The Treasurer shall be the financial officer of the HLA. 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 HLA.
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.
ARTICLE 8: FINANCE
Bank Accounts: The funds of the HLA 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 HLA 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.
Fiscal Year: The fiscal year of the HLA shall be prescribed by the Board of Directors but currently set as January 1
Budget: The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the HLA.
Financial Reports: The Treasurer shall furnish to the Board of Directors, at the annual yearly meeting of the Board of Directors, a financial report of the HLA for the preceding calendar year, and at each meeting a financial update of the financial condition of the HLA.
Review of Accounts: The accounts of the HLA shall be reviewed not less than annually by the Board of Directors. The Board of Directors may employ a third party from time to time or if necessary to review the accounts of the HLA.
ARTICLE 9: LIMITS ON LIABILITIES
Nothing contained herein shall constitute members of the HLA 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 HLA. 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. There shall be a “officer insurance” policy be in place and paid for by the HLA without laps.
ARTICLE 10: SEAL
The seal of the HLA shall bear the name of the HLA, the year of its creation, and the words “Corporate Seal”.
ARTICLE 11: 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 12: DISSOLUTION
The HLA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the HLA, no part of said funds shall insure or be distributed to members of the HLA. On such dissolution, the funds of the HLA may be paid over to a successor created by the reorganization of the HLA, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
ARTICLE 13: AMENDMENTS
The Bylaws of the HLA may be amended by the voting members at any annual meeting, or by the Board of Directors at any special meeting called for that purpose. Voting can only take place when there is a quorum as defined in these Bylaws in Article 5 section A.
Section A: These By-Laws were approved at the meeting held on Feb 28, 2024.