Pub. 57 2016-2017 Issue 3

36 which themember has a dealership. Amember of the board of directors is elected by the association members whose dealerships are locatedwithin the district themember seeks to represent. As nearly as possible, one-third of the total number of directors are elected annually in the manner provided by this section. A regular term of a member of the board is three years beginning on January 1 of the year immediately following the director’s election. B. Not later than October 1 of each year the president shall: (1.) determine the districts in which an election must be held and (2.) send to eachTADAmember in each district in which an election will be held, a Notice of Election and Invitation to File. C. In the notice required by Subsection B(2) the president shall state that each TADA member who receives the notice is, unless otherwise ineligible under these bylaws, entitled to file for the office of director. ATADAmember who chooses to file for the office of director shall do so by notifying the president not later than October 15 prior to the beginning of the term. A dealer may file only the dealer’s own candidacy. D. If only one TADAmember files for the office in the man- ner provided by Subsection C, that member is the winner, and the president shall so certify him or her in the manner provided by this section. E. If more than one member files for the office in the man- ner provided by Subsection C, the president shall call an election. Not later than November 1, the president shall cause to be sent to each TADA member eligible to vote in the election a ballot showing the name of each member who has filed for the office of director in that district and asking each member to vote for one of those listed on the ballot. To be counted, a votemust be received in the offices of the association not later than November 15. F. Except as provided by this subsection, in an election con- ducted pursuant to Subsection E, the candidate receiving the most votes is the winner. If two or more candidates receive the same number of votes and if that number of votes represents the most number cast for any candidate, the president shall conduct a runoff election by sending to each TADA member in the district a ballot showing the names of the candidates who were tied in the first elec- tion and asking each member to cast a vote for one of the candidates. To be counted, a vote must be received in the offices of the association not later than December 1. In an election conducted under this subsection, the candidate receiving the most votes is the winner and the president shall so certify in the manner provided by this section. If a runoff election conducted under this subsection results in a tie, the executive committee shall, at a regular or called meeting, appoint a director for the district. G. If no TADA member files for the office in the manner provided by Subsection C, the president shall, not later than November 1, cause a ballot to be sent to each TADA member in the district eligible to vote in the election. The ballot lists the name of each dealer in the district eligible to serve on the board and asks eachmember to vote for one of the listed candidates to serve as director. To be counted, a vote must be received in the offices of the association not later than November 15. The candidate that receives the most votes is the winner and the president shall so certify in the manner provided by this section. In the case of a tie, the issue is decided in themanner provided by SubsectionF. H. The president shall tabulate votes cast in an election con- ducted under this section, and, at the conclusion of an election, certify the outcome to the Election Committee. The Election Committee shall certify the results to the membership. I. A notice or filing sent, communication made, or ballot cast, pursuant to the terms of this section may be by either standard mail or electronic mail. Section 9. Failure to Elect. If the members in an established District fail to elect a Director to represent their District, the ExecutiveCommittee, bymajority vote at any regular or special meeting, will appoint a Director for that District. Section 10. Vacancies. If a vacancy occurs during the term of office of any Director, the Executive Committee, by majority vote at any regular or specialmeeting, will appoint aDirector for thatDistrict to serve the unexpired termof theDistrictDirector whose place the appointed director fills. The appointment of a Director to fill a vacancy is subject to confirmation by a major- ity vote of the Board of Directors at its next meeting, whether regular or special, or by mail ballot, including electronic mail. Section 11. Re-election. No person is eligible for election or appointment to the office of Director if he has served two successive full terms as a Director immediately prior to his proposed election or appointment. ARTICLE VIII Director's Districts Section1. Number of Districts. The Association shall be geo- graphically subdivided into Director's Districts. Section 2. Composition of Districts. The Board of Directors will, by resolution, define the geographical districts so that the composition of the Districts will result in reasonably equal representation by the Directors elected by the members within the Districts. Section3. Re-composition ofDistricts.The Board ofDirectors may, by resolution, change the composition of the Districts by altering the geographical boundaries, but in no event will there be less than thirty-three Districts. Section 4. At-Large Members. A. Notwithstanding the terms of this article or other article  BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED FROM PAGE 34  BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED ON PAGE 38