BY-LAWS of Towing and Recovery Professionals of North Carolina, Inc.

ARTICLE 1 – ORGANIZATION

The name of this Association shall be Towing and Recovery Professionals of North Carolina, Inc.  The Corporation is organized and exists under the laws of the State of North Carolina as a non-profit corporation.

ARTICLE II – PURPOSES

This Association shall have as its purposes.

• To promote professional service in the recovery industry.
• To provide information and ideas relating to safety, public interests, efficiency and quality service.
• To encourage cooperation between members of the industry and government and law enforcement agencies.
• To provide educational opportunities to members regarding the industry and laws which affect members of the industry.
• To inform the public, and government officials of the value of the service provided by members of the industry and to inform of the problems and needs of the industry.

ARTICLE III – CODE OF ETHICS

This Association strives to achieve the following:

1. Members shall support the American free enterprise system.
2. Members shall have a duty to exhibit integrity, honor, fair dealing and courtesy to the general public in the operation of all facets of this business.
3. Members shall stress cleanliness and neatness of equipment and drivers as important features of proper public contact.
4. Members shall comply with all city, county, state and federal laws.
5. Members shall avoid criticism of members of the industry that injure the reputation of the industry and its members.
6. Members shall employ truth and accuracy in advertising and soliciting business and shall honor any commitments made in such representations.
7. Members shall cooperate and assist in law enforcement efforts, but shall be free to pursue lawful efforts to make changes in laws and regulations.
8. Members shall strive to improve the efficiency and success of their business operations.
9. To instill respect and regard for the Association, members shall not criticize the Association nor actions taken by the Association, while the member is attending an Association function, a function sponsored by the Association or a function where the Association is represented by members.  Complaints concerning the Association shall be submitted in writing to the Board of Directors.  These complaints shall be addressed at the next Board of Directors meeting.

ARTICLE IV – MEMBERSHIP

A.  Membership of the organization shall be composed of two categories.

1. Active Members:  Active membership in the Association shall be available to a company, whether proprietorship, partnership or corporation, which is engaged in the business of providing towing and recovery services to the public.  Each active member shall designate one or more persons to represent it at meetings of the Association; however, while more than one person from a member organization may attend meetings and hold office, only one vote shall be allowed to represent an active member in any meeting of the Board of Directors and/or meeting of the Association.
2. Associate Members:  Associate membership shall be available to any person, business or agency engaged in activities related to this industry and sympathetic to the purposes of the Association. Associate members shall not be eligible to vote or hold office.  Application for associate membership shall be approved by majority vote of the Board of Directors.

B.  Application for membership shall be upon forms approved by the Board of Directors.

C.  RESIGNATION AND TERMINATION – Any member may resign from thisAssociation by sending written notice accompanied by any dues or accounts payable to the President or Executive Director.  The Board of Directors may terminate or suspend membership of any member if:

1. The member is sixty (60) days in arrears in payment of dues. 1.(a) Non-Payment of Dues. Should any member fail to pay dues as specified by Association’s billing therefore, the membership of such member shall automatically terminate forthwith. Such membership may be automatically reinstated by payment of such delinquent dues and all subsequent dues made to the date of member’s reinstatement, within one year following the first delinquency in payment; thereafter such member shall be admitted only upon election as a new member.
   (b) Suspension; Reprimand; Expulsion.  The Board of Directors, by majority vote of those present at a duly called meeting at which a quorum is present, may suspend, reprimand or expel any member found to have violated the Code-of-Ethics of the Association, the Articles of Incorporation or the By-Laws. No such action shall be taken against any member until the member shall have been given written notice of the charges against him or her and have been granted a hearing before the Board of Directors regarding such charges. The decision of the Board of Directors in such regard shall be final.
2. The member has so conducted himself as to bring discredit to the Association or to the Towing Industry or has failed to observe his duties and obligations as a member of the Association.  Any member terminated in accordance with this provision shall immediately remove and further cease and desist to use any and all reference and inferences of membership in this Association.  All membership benefits will be discontinued when any member is terminated.

ARTICLE V – FINANCIAL

A.  Fiscal Year.  The fiscal year shall end on the last day of September in each year.

B.  Annual Dues.  Annual dues shall be recommended by the Board of Directors and approved by the membership.

C.  Failure to Pay.  No person shall be allowed to vote, hold office or remain in office if membership dues are delinquent; however, removal from membership or office shall be enforced only after a member is notified in writing of this provision and fails to pay within five (5) days of covering such notice.

D.  Funds.  The funds of the Corporation shall be kept in a commercial bank approved by the Board of Directors.

E.  Checks.  All checks will be signed by any one of the following:  the President, the Treasurer, or the Executive Director, each of whom shall be bonded.

F.  The Board of Directors from time-to-time, may borrow money to fund the Association’s activities to the extent that such funding shall be repaid within six (6) months.

ARTICLE VI – ADMINISTRATION

A.  Government.

The affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall be composed of twelve (12) voting members, which shall be the President, the Treasurer, three (3) regional Vice Presidents, and six (6) Directors and the most immediate past president. The President and the Treasurer shall be elected by the majority of the active membership in good standing present and voting.  Each of the three regions as outlined in Section D of this article shall be represented by one Vice President and two(2) Directors, each of whom shall be a designee of an active member located in that region.  The Vice President and the two Directors of each region shall be elected by majority vote of the active members in good standing who are present and voting from that region.  The Executive Committee shall have authority to act for the Board of Directors in emergency situations, but shall report each action it takes to the Board of Directors at the next meeting of the Board.

B.  Officers.

1. President. The President shall be the chief elected officer of the Association and shall perform the duties ordinarily associated with such position.
2. Vice Presidents.  The Vice Presidents shall promote the Association and its activities in the regions which they serve.  At any meeting when the President is not in attendance, the Vice President in whose region the meeting is being held shall preside over that meeting.
3. Treasurer.  The Treasurer shall be responsible for reviewing all financial transactions of the Association.  The Treasurer shall present a financial report at each meeting of the Board of Directors and present the budget for the coming year at the Annual Meeting of the membership.  The Treasurer shall ensure that an outside audit is conducted after the end of each fiscal year.
4. Executive Committee.  The President, acting as chairman, the treasurer, the three Vice Presidents and the most immediate past president shall comprise the Executive Committee.

C.  Qualifications for Officers

1. Board of Directors, Vice President and Treasurer.  Each candidate for the Board of Directors,Vice President or Treasurer must have been a member in good standing for the 2 fiscal years prior to the election and attended seventy five percent of all membership meetings during this time.
2. President.  Each candidate for President must have served on the Board of Directors for at least 1 fiscal year prior to running for President and attended seventy five percent of  all board meetings during that time. The candidate must have been a member in good standing and attended seventy five percent of membership meetings for at least 3 consecutive years prior to running for President.
3. Appointed Committees.  Any member that has been a member in good standing and  attended seventy five percent of membership  meetings in the previous fiscal year is qualified  to serve on appointed committees.

D.  Executive Director

1. The Board of Directors may employ a professional to be the Executive Director of the Association, who shall serve at the  pleasure of the Board.  The compensation and expense allowance of the Executive Director shall be set by the Board of Directors as needed.
2. The Executive Director shall serve as Secretary of the Corporation and shall attend all meetings of the Board of Directors, and shall be a non-voting member of the Board.
3. The Board of Directors shall appoint an Assistant Secretary to record the minutes of the proceedings at any meeting when the  Executive Secretary is absent.

E.  Regions

The State of North Carolina is divided into three (3) regions.  The regions are divided along the following lines.

1. The Western Region is defined as that part of North Carolina from I-77 west, including the cities of Statesville and Charlotte.
2. The Eastern Region is defined as that part of North Carolina east of the line made by highway I-85 from the Virginia border to Henderson, U.S.1 south from Henderson to Raleigh, U.S. 401 south from Raleigh to Fayetteville and I- 95 south from Fayetteville to the South Carolina border.  The cities of Raleigh, Fayetteville and Lumberton are in the Eastern Region.
3. The Central Region is defined as that part of North Carolina between the areas shown for the Western Region and Eastern Region.

Each Region shall elect a Regional Vice President, who shall be a member of the Board of Directors, and elect two (2) Directors, who shall be members of the Board of Directors.

ARTICLE VII – MEETINGS

A.  An Annual Meeting of the membership shall be held each year at a time set by the Board of Directors.

B.  A quorum at the Annual Meeting shall be ten percent (10%) of the membership in good standing. Proxy votes shall not be permitted.

C.  Meetings of the Board of Directors shall be held quarterly.  The President, or any officer and three (3) members of the Board of Directors, may call a meeting of the Board of Directors and announce the time and place of such meeting.

D.  A quorum of the Board of Directors shall be five (5)voting members.

E.  An officer or director shall have no more than one unexcused absence from a regular Board of Directors meeting per year.   The President shall determine whether an absence is excused.

ARTICLE VIII – ELECTIONS

A.  The officers and directors of the Association shall be elected at the Annual Meeting of the membership.

B.  A Nominating Committee, consisting of a chairman and at least one member from each Region shall be appointed by the President, and shall make its written report to the membership at least thirty (30) days  prior to the Annual Meeting.  The Nominating Committee may nominate one or more persons for the position of President, Treasurer, and Vice President and two (2) Directors from each of the three (3) regions.

C.  Nominations from the floor may be made at the Annual Meetings.

D.  Written ballots shall be provided to members, in the event of any contested election.

E.  Any vacancy of any office of the Board of Directors shall be named by the Board of Directors to complete the term.  Regional vacancies will be filled by a member from that Region.

F.  The term of office for each person elected at the Annual Meeting shall begin on the 1st day of the next fiscal year and shall continue until the person’s successor is duly elected and installed.  The terms of office shall be one year for each officer and director elected.

ARTICLE IX   – AMENDMENTS

These By-Laws may be amended at any meeting of the membership by two-thirds (2/3) vote of those members active and in good standing who are present and voting.  No amendment shall be permitted unless written notice of the general nature of the proposed amendment has been sent by the Board of Directors to all active members at least 30 days prior to the meeting.

Revised 9-18-04 Revised 9-25-10