Pub. 57 2016-2017 Issue 3

38 of these by-laws, theExecutiveCom- mittee, by majority vote taken in accordance with these by-laws, may appoint up to six members to the Board of Directors of the Associa- tion in addition to those elected from districts or otherwise selected in the manner provided by these by-laws. B. A person is eligible to be appointed to, and serve as a member of the Board under the terms of this sec- tion if the person is a member of the Association in good standing. C. A person appointed pursuant to the terms of this section serves a term of three years, and, except as otherwise provided by this Subsection, may be reappointed in the manner provided by this section. A person appointed pursuant to the terms of this section is subject to the same term limitations that are applicable to other members of the Board of Directors. D. A person appointed pursuant to the terms of this section is immediately eligible to serve as a member of the Board of Directors, but is subject to the subsequent confirmation of the Board of Directors at its next meet- ing. Unless the Board of Directors, at its next meeting immediately fol- lowing the appointment of a person under the terms of this Subsection, by a vote conducted pursuant to the terms of these by-laws and the law of Texas, including bymail or electronic mail ballot, disapproves a person appointed pursuant to the terms of this Section, the person is a lawful member of the Board of Directors with all the same rights and duties as a member of the Board of Direc- tors elected or appointed as provided by other provisions of these by-laws. E. If a member of the Board of Direc- tors appointed as provided by this Section does not serve out his or her entire term of office, the Executive Committee and Board of Directors shall fill the vacancy in the manner otherwise provided by these by-laws. Section 5. Heavy-Duty Truck Dealer Members. A. Notwithstanding the terms of this article or other article of these by- laws, the Executive Committee, by majority vote taken in accordance with these by-laws, may appoint up to two members to the Board of Directors of the Association in ad- dition to those elected from districts or otherwise selected in the manner provided by these by-laws. B. A person is eligible to be appointed to, and serve as a member of the board under the terms of this section if the person is a member of the As- sociation in good standing and holds a franchise to sell and service heavy duty trucks. C. A person appointed pursuant to the terms of this Section serves a term of three years, and, except as otherwise provided by this Subsection, may be reappointed in the manner provided by this section. A person appointed pursuant to the terms of this Section is subject to the same term limitations that are applicable to other members of the Board of Directors. D. A person appointed pursuant to the terms of this Section is immediately eligible to serve as a member of the Board of Directors, but is subject to the subsequent confirmation of the Board of Directors at its next meet- ing. Unless the Board of Directors, at its next meeting immediately fol- lowing the appointment of a person under the terms of this Section, by a vote conducted pursuant to the terms of these by-laws and the law of Texas, including bymail or electronic mail ballot, disapproves a person appointed pursuant to the terms of this Section, the person is a lawful member of the Board of directors with all the same rights and duties as a member of the Board of Direc- tors elected or appointed as provided by other provisions of these by-laws. E. If a member of the Board of Direc- tors appointed as provided by this Section does not serve out his or her entire term of office, the Executive Committee and Board of Directors shall fill the vacancy in the manner otherwise provided by these by-laws. Section6. Chair:QualifiedMetropolitan Association. A. Definitions. In this section: (1.) “Qualified association” means an association composed of fran- chised new car and truck dealers in a city or other defined geo- graphical area in Texas if that association: (a.) is organized pursuant to a set of by-laws; and (b.) employs a chief executive officer who is not a franchised dealer and has no financial interest in a franchised motor vehicle dealership. (2.) “Chair” means the chief elected of- ficer of a qualified association. B. The chair of a qualified association is a member of the Board of Directors of the Texas Automobile Dealers ex officio. The chair of a qualified as- sociation has all the rights, privileges and duties provided by this by-laws to a member of the Board of Directors selected under another provision of these by-laws. C. The Board of Directors of the Texas Automobile Dealers Association is the sole judge of whether or not an association is a qualified association. The president of the Texas Auto- mobile Dealers Association shall annually prepare a list of qualified as- sociations and obtain the name of the chair of each and file the lists among the records of the Texas Automobile Dealers Association. ARTICLE IX Executive Committee Section 1. Powers and Duties. The Ex- ecutive Committee may act in place and instead of the Board ofDirectors between Board meetings on all matters except those specifically reserved to the Board by the by-laws. Actions of the Executive  BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED FROM PAGE 36  BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED ON PAGE 41