Pub. 57 2016-2017 Issue 3

41 SPRING 2017 Committee will be reported to the Board bymail or at the next Board meeting. Section 2. Composition. The Chairman, Chairman-Elect, Immediate Past Chairman, Regional Vice-Chairmen and the Chairman of the TruckDealersDivision constitute the Execu- tive Committee of the Association. Section3. Quorum. Amajority of the members of the Execu- tive Committee will constitute a quorum for the transaction of business of the Association and any business thus transacted will be valid if affirmatively passed upon by a majority of those present. Section 4. Call of Meetings. The Chairman will call any meetings of the Executive Committee that the business of the Association requires or meetings will be called by the President on request of three members of the Executive Committee. Notice of any meeting will be given to every member of the Executive Committee within a reasonable time prior to the meeting. Notice of a meeting may be waived in writing. Section5. Voting. Voting rights of a member of the Executive Committee may not be delegated to another nor exercised by proxy. ARTICLE X Committees The Chairman will appoint the members of any standing committees and establish and appoint members of any special committees that he deems necessary for the efficient operation of the affairs of the Association. ARTICLE XI Executive and Staff Section 1. Appointment. The Executive Committee will em- ploy a Chief PaidExecutive who will have the title of President and aChief OperatingOfficer whowill have the title of Execu- tive Vice President and whose terms and conditions of initial employment will be specified by the Executive Committee. A subcommittee of the Executive Committee designated as the Evaluation andCompensationCommittee and composedof the Chairman, Chairman-Elect, and Immediate Past Chairman will determine annually the compensation and other financial arrangements between the Association and the President and the Executive Vice President. The subcommittee shall meet at least annually for the purpose of evaluating the performance of the President and Executive Vice President and report to the Executive Committee. Section 2. Authority and Responsibility. A. The President, as Chief Paid Executive Officer, will man- age and direct all activities of the Association subject to the policies established by the Executive Committee and Board of Directors and through the office of the Chair- man. He will employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within the ap- proved budget. As President, he will define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as are, in his judgement, in the best interest of the Association. He will report to the Chairman and serve, without vote, as an ex-officio member of the Executive Committee and Board of Directors. B. The Executive Vice President, or Chief OperatingOfficer, will assist the President in managing and directing the activities of the Association, subject to the policies estab- lished by the Executive Committee and Board of Direc- tors. He may act in the place and stead of the President in the absence of the President, or when authorized by the President to do so. ARTICLE XII Indemnification Each Director, Officer, Employee of the Association and others as may be specified from time to time by the Executive Committee, will be indemnified by the Association against all expenses, liabilities and claims, including attorney's fees, reasonably incurred, imposed or compromised in connection with any proceeding inwhich such personmay bemade a party, or in which such person may become involved, by reason of being or having been a Director, Officer, Employee or other person specified by the Executive Committee, except in cases wherein the person is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties. The forego- ing right of indemnification is in addition to, and not exclusive of, all other rights to which the person may be entitled. The Association, at the direction of the Executive Committee, may secure and pay for insurance to cover the indemnification provided for in this Article. ARTICLE XIII Amendment of By-laws These by-laws may be amended by a majority of the members present at any annual membership meeting or at any special meeting where ten percent (10%) of the members are present. These by-laws may also be amended by an election conducted bymail or electronically including facsimile or telephone. In the event of an election conducted by mail or electronically, these by-laws may be amended by a majority vote of the members casting a validmail or electronic ballot at an election inwhich at least 10 percent of the members cast a valid vote. Amendments may be proposed by the Board of Directors or upon petition of any twenty-five (25) regular members addressed to the Board. All proposed amendments will be presented by the Board to the membership with or without recommendation. Notice of any proposed amendment will be mailed to the membership at least ten (10) days prior to voting on it, exclusive of the date of mailing.   BY-LAWS OF THE TEXAS AUTOMOBILE DEALERS ASSOCIATION — CONTINUED FROM PAGE 38