Pub. 57 2016-2017 Issue 3

34 of the Chairman, Chairman-Elect, Im- mediate Past Chairman, and two past Chairmen immediately preceding in office the Immediate Past Chairman. In addition to the other terms of this Sec- tion, a person who is not an active dealer and current member of the Association is not eligible for appointment to the nominating committee. The nominating committee shall prepare and submit to the Board of Directors nominations for the offices of Chairman-Elect and Vice- Chairmen. The committee will place the names of its nominees in nomination at the regular Board of Directors meeting at the annual meeting of the Associa- tion. Officers for the ensuing year will be elected by the Board of Directors. Section 3. Regions of Vice-Chairmen. The Vice-Chairmen will be elected from regions composed of one or more Direc- tor's Districts or parts of such Districts. There will be at least nine regions, the number and composition of whichwill be determined by resolution of the Board of Directors. The Board of Directors, may, by resolution, change the composition of the regions, but in no event will there be less than nine regions. Section 4. Term of Office. The Chair- man andChairman-Elect will hold office for one year and until their respective successors are elected and qualified. Each regional Vice-Chairman will hold office for three years and until his respective successor is elected and qualified. The terms of three of the regional Vice- Chairmen will expire each year. Section5. Vacancies. If a vacancy occurs during a term of office of an Officer, the Executive Committee, by majority vote at any regular or called meeting, will ap- point an Officer to fill the vacancy and serve the unexpired term of the office, subject, however, to confirmation of the appointment by the Board of Directors at its next regular or special meeting. Section 6. Duties. A. Chairman. The Chairman is the Chief Elected Executive Officer of the Association. He will preside over all regular meetings of the Associa- tion, the Board of Directors and the Executive Committee; exercise gen- eral supervision over the affairs of the Association, and perform the duties incident to his office and as may be prescribed by the Board of Directors and the by-laws. The Chairman ap- points and is an ex-officio member of all committees and will call and preside over special meetings of the Association. B. Chairman-Elect. The Chairman- Elect will assist the Chairman in the performance of his duties and will, in the absence of theChairman, perform the duties which otherwise devolve upon the Chairman. C. Regional Vice-Chairmen. The re- gional Vice-Chairmen have the du- ties and responsibilities of serving as members of the Executive Commit- tee and of representing theDirectors of the regions they represent. Section 7. Compensation. The elected Officers of this Association will receive no compensation. ARTICLE VII Board of Directors Section 1. Powers. The Board of Direc- tors is the governing body of theAssocia- tion. The Board of Directors supervises, controls and directs the affairs of the Association, its committees and publica- tions; determines its policies or changes therein; actively prosecutes its objectives and supervises the disbursement of its funds. The Board may adopt rules and regulations for the conduct of its business and may, in the execution of the powers granted, delegate certain of its authori- ties and responsibilities to the Executive Committee. Section 2. Composition of Board of Directors. The Board of Directors is composed of the elected Officers of the Association, the Chairman of the Truck Dealers Division and the electedDistrict Directors as provided in these by-laws. Each Past Chief Elected Officer of the Association (who remains active in the operation of a dealership and is a current member of TADA) is anHonorary Life- time Member of the Board of Directors and will serve in an advisory capacity without vote. And so long as he serves as anHonoraryLifetimeMember, his name will not be placed on the nominating or election ballot as provided in this Article. Section3. Meetings. An annual meeting of the Board of Directors will be held each calendar year at a time and a place designated by the Board. Notice of all meetings will be given to the Directors no less than thirty (30) days before the meeting is held. Special meetings of the Board may be called by the Chairman of the Board by notice mailed, deliv- ered, telephoned or telegraphed to each member of the Board of Directors no less than seventy-two (72) hours before the meeting is held. Notice of any regular or called meeting of the Board may be waived in writing. Section 4. Quorum of the Board. At any meeting of the Board of Directors, a majority of the voting members of the Board will constitute a quorum for the transaction of the business of the Asso- ciation and any business thus transacted will be valid if affirmatively passed upon by a majority of those present. Section 5. Voting. Voting rights of a Director may not be delegated to another nor exercised by proxy. Section 6. Voting by Mail. Action by mail ballot, including electronic mail ballot, of the members of the Board of Directors will be valid action of theBoard and will be reported at the next meeting of the Board. Section 7. Compensation. Members of the Board of Directors will receive no compensation. Section 8. Election of Directors. A. A member of the association in good standing is eligible to serve on the board of directors representing the association district in which the member has a dealership. No asso- ciation member may represent more than one district on the board but a member may vote in each district in  BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED FROM PAGE 33  BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED ON PAGE 36