For a pdf copy of the bylaws click here: 10.2.2017 Official Bylaws
AMENDED AND RESTATED BYLAWS
AUTO DEALERS ASSOCIATION
Name and Fiscal Period
Section 1. The name of the association shall be the “Washington State Auto Dealers Association” (the “Association”).
Section 2. The fiscal year of the Association shall be the period beginning on July 1 of a given calendar year and ending June 30 of the following calendar year.
Section 1. The objectives of this Association shall be:
(a) To facilitate the exchange of ideas among its members;
(b) To encourage sound business policies;
(c) To foster constructive and progressive legislation;
(d) To discourage destructive or retrogressive legislation, especially as it may affect the sale or operation of motor vehicles;
(e) To promote public relations programs designed to strengthen the image of the automobile and truck dealer;
(f) To encourage the sponsorship of programs related to highway safety; and
(g) To represent franchised new car and new truck dealers in all matters of general interest.
(a) Active Membership: Any person, firm, corporation, limited liability company or partnership having an established place of business in the State of Washington and who is actively engaged in the automotive business as a franchised new motor vehicle dealer or new truck dealer shall be entitled to make application for active membership in the Association. Each active member shall be entitled to one vote, regardless of the number of dealerships (stores) owned by that member.
(b) Associate Membership: Any bank, finance company, individual, corporation, limited liability company or partnership that is actively engaged in the automotive industry in the State of Washington, other than franchised dealers or their employees or automobile manufacturers or their personnel, and other than individuals, corporations, limited liability companies, partnerships, associations or other entities who sell, broker, or otherwise arrange or negotiate for the purchase or sale of new motor vehicles, shall be entitled to make application for associate membership in the Association. Associate members shall not have the right to vote.
Section 2. Certificates of membership may be issued in such form as shall be approved by the board of directors.
Section 3. Applications for membership shall be in writing and shall set forth the full name of the applicant (or if a partnership, the full names of all the partners thereof), the addresses of all of applicant’s places of business, a description of applicant’s type of business (and if application is for active membership, a designation of the make(s) of all vehicles handled), and such application shall be accompanied by a check for current dues.
Section 4. Any application for associate membership must be accompanied by written references from three (3) current dealers who are members of the Association at the time application is made. Associate members may renew their membership only provided they maintain good standing with the Association by complying with Association policies and bylaws.
Section 5. The board of directors may act upon all applications for membership in the Association and they may be accepted or rejected by the board of directors in its sole discretion, or said authority may be delegated by the board of directors to the Executive Vice President or a committee of the board.
Section 6. Notwithstanding any other provision of these Bylaws, the board of directors may act upon all applications for associate membership in the Association and they may be accepted or rejected by the board of directors in its sole discretion for any reason including, but in no way limited to, that the applicant’s business or other activities are such that associate membership is or may become contrary to the best interests of the Association. Said authority may be delegated by the board of directors to the Executive Vice President or a committee of the board.
Section 7. Only active members or employees, officers or directors of active members whose dues are fully paid shall be eligible for membership on the board of directors or to hold office in the Association, and only such members shall have the right to vote in any election or on any question concerning or affecting the corporate life, government or financial affairs of the Association.
Section 8. The board of directors shall have the right to expel any member from the Association for just cause, provided such member is allowed an opportunity to be heard at a hearing before the board of directors. The decision of said board of directors in any such case shall be final.
Section 9. Any Associate Member who, in any of the media or as a matter of public record, takes a position adverse to the Association or a Dealer Member may be permanently expelled from Associate Membership in the Association. Expulsion shall be accomplished by a two-thirds vote of the board, without a right to a hearing. The foregoing does not apply to law firm Associate Members who take a position adverse to a Dealer Member on behalf of one of the law firm’s clients.
Section 10. Notwithstanding any other provision of these Bylaws, the board of directors shall, in its sole discretion, determine the eligibility of any applicant for membership.
Section 1. Each member, both active and associate, shall pay membership dues on an annual basis. In the event a member owns more than one dealership (store), membership dues shall be assessed for each dealership. In the event a member has more than one franchise at a dealership, that member shall be assessed additional dues in the amount of twenty-five dollars ($25) for each additional franchise.
Section 2. Membership dues shall be based on the number of new cars and new trucks sold at retail at each dealership by a member during the twelve (12) calendar months preceding the application for membership of the Association. Members not in business for twelve (12) calendar months prior to the application shall estimate the number of new cars and new trucks such member will sell during a twelve (12) month period and such members’ dues shall be based on such estimate. Subject to the foregoing, active members’ dues shall be determined and set by a majority vote of the directors at any special or annual meeting of the board of directors at which a quorum is present.
Section 3. Associate member dues shall be in such amounts as may be, from time to time, determined by the board of directors.
Section 4. All dues shall be payable on or before the first day of January in each year, and any member in default in the payment of dues on the first day of May shall be dropped from membership. For new members joining the Association, the dues shall be prorated quarterly.
Section 1. The members present at a duly called Association meeting shall constitute a quorum provided that at least ten percent (10%) of the members entitled to vote are present at such meeting, and a majority of such quorum shall carry any vote or resolution except as provided in Article IX herein.
Section 2. The annual meeting of the Association shall be held prior to the 30th of June each year at such time and place, either within or without this state, as may be determined by the board of directors. Thirty (30) days advance notice of such meeting shall be sent to each member, either personally delivered or by mail addressed to the member at the member’s address as shown on the records of the Association. If mailed, such notice shall be deemed delivered when deposited in the U.S. mail with postage thereon prepaid.
Section 3. Special meetings of the Association may be called by the President at any time, and must be called by the President upon written request of ten percent (10%) of the total voting members. Such meetings shall be held at a place and time designated by the President. Notice of such meeting shall be given to each member, either personally or by letter addressed to the member’s last known post office address as shown on the records of the Association, not less than ten (10) days prior to the date of such meeting, and such notice shall state the purpose of the meeting and no business other than that stated in such notice may be considered.
Section 4. An annual meeting of the board of directors shall be held immediately before, during or immediately following the annual meeting of the members of the Association. Notice thereof shall be given to each director either by mail or personal notice at least ten (10) days in advance. Directors who may desire to receive notice by electronic transmission shall file a written record of consent indicating the message format and the address, location, or system to which notices may be electronically transmitted.
Section 5. Directors may participate in a meeting of the board of directors or of any designated committee through the use of a conference telephone or similar communications equipment, so long as all directors participating in such a meeting can hear one another. Participation by conference telephone shall constitute presence in person at such meeting. When any election or proposal requires a vote of the directors, directors may vote on the election or proposal by means of electronic transmission or telephonic facsimile if the name of each candidate and/or the text of each proposal to be voted upon are set forth in a record accompanying or contained in the notice of meeting. The notice shall include an address or system to which the ballot may be electronically transmitted. Members voting by electronic transmission or telephonic facsimile are present for purposes of quorum and count of votes.
Section 6. The failure to hold any directors meeting or annual members meeting shall not in any way impair the legality of the business of this Association, but such failure to hold the same shall be considered as an adjournment thereof to such time thereafter as the meeting may be regularly held, either by notice or written consent.
Section 7. The presiding officer at any meeting shall vote only in the event of a tie vote.
Officers and Committees
Section 1. The officers of the Association shall be a President, First Vice President, Second Vice President, Third Vice President and Secretary-Treasurer, all of whom shall hold office for one (1) year and until their respective successors are elected and qualified.
Section 2. The President, First Vice President, Second Vice President, Third Vice President and Secretary-Treasurer shall be elected annually by the board of directors at the annual meeting of the board of directors. Each officer shall hold office for the term of one (1) year and until his or her successor is elected and qualified. Each officer shall be supported by the dealer of record and actively engaged in the executive management of a new car or truck franchise which holds membership in the Association in good standing. The President shall be executive head of the Association, preside at all meetings of the board of directors, meetings of the executive committee, and at all meetings of the members. The President shall sign with the Secretary-Treasurer all certificates of membership, deeds, bonds and obligations of the Association. The President shall call meetings of the board of directors, executive committee, and may, when he or she deems it necessary or advisable; call special meetings of the members. The President shall be an ex officio member (with no vote) of all standing committees, and shall have and exercise general powers and duties of supervision and management. The President shall receive no compensation, but shall be reimbursed for all lawful and authorized expenditures. The President may delegate to the Executive Vice President or Manager such authority as is necessary for the Executive Vice President or Manager to carry out the general day-to-day management of the Association. Approximately sixty (60) days prior to the annual board of directors meeting, the President shall appoint a nominating committee of five (5) from the existing executive committee and/or past presidents. At this time the President shall notify the membership of the President’s selections for this committee.
Section 3. In the absence of the President or the President’s inability to act, the First Vice President (and in the event of the latter’s absence or inability to act, then the next officer in the order set forth in Article VI, Section 1) shall perform the same duties and functions as are directed to be performed by the President, and shall perform such other duties as may be required of him or her by the board of directors or these Bylaws. The Vice President and the Secretary-Treasurer shall receive no compensation, but shall be reimbursed for all lawful and authorized expenditures.
Section 4. The executive committee shall consist of the President, the First Vice President, Second Vice President, Third Vice President, Secretary-Treasurer, the NADA director, and the immediate past President. In addition, the board of directors may appoint such other committees and assign such duties and delegate such authority as may be determined by the needs of the Association from time to time.
Section 5. The executive committee, with the approval of the board of directors, is empowered to elect an Executive Vice President and/or General Manager, fix his or her compensation, and assign him or her such duties and responsibilities as they deem advisable for the general betterment of the Association. The Executive Vice President shall have the authority and responsibility to employ or discharge members of his or her staff and to pay them salaries in conformance with approved budget allocations. The Executive Vice President and staff shall furnish a fidelity bond in amount to be determined by the executive committee. In these Bylaws, the Executive Vice President, General Manager and Manager are to be considered one and the same.
Section 6. The officers shall be installed in office at the annual board meeting.
Section 1. In the spring of each calendar year prior to the annual convention, the Association’s officers shall send out secret ballots to the active members in any district requiring an election of a director to the board of directors. The ballots for any district shall contain the names of each and every active member within that district. These ballots are to be returned within ten (10) days of receipt. A separate ballot will be sent to all active members in years requiring an election of an at-large director.
On the first ballot, if any member receives more votes than any other member, he or she shall be elected to the board of directors. If two (2) or more members receive the same number of votes, an additional ballot will be sent out with only those names listed. The member then receiving the highest number of votes will be elected to the board of directors. The second ballot, if needed, shall be returned to the Association office within ten (10) days of receipt.
After two (2) ballots have been sent out, if a tie vote should occur in any district, the executive committee shall choose the director for such district from among those tied.
Section 2. In order to assist any district director in the discharge of his or her duties, any director or the Association’s President has the authority to appoint any Association member in a district as “associate director” to the elected director. The associate director will be invited to all board meetings and shall have the right to vote in the absence of the elected director. All associate directors’ terms of office shall coincide with that of the elected directors.
Section 3. The board of directors shall consist of not more than twenty-three (23) members. Thirteen (13) shall serve as elected members from their respective districts, and two shall serve as elected at-large members. Districts Number I through X shall have one (1) director each. District Number XI shall have three (3) directors. The seven (7) full members of the executive committee shall serve as automatic members of the board during their respective terms of office. At the option of the members, the chairman of the Association’s insurance trust or an insurance trustee of his or her choice may be appointed to serve as an ex-officio member (with no vote) of the board. The President may appoint one (1) member to a position with the intent to develop a current dealer successor or likely successor holding a principal or managerial position at an active member. An active member is eligible to hold only one (1) position on the board of directors or as an officer in the Association at any given time.
The election districts shall be divided as follows:
District No. I
Pend Oreille County
District No. II
Walla Walla County
District No. III
District No. IV
District No. V
District No. VI
District No. VII
Grays Harbor County
District No. VIII
San Juan County
District No. IX
District No. X
District No. XI
- Downtown Seattle & North to Snohomish County line
- West Seattle, Burien, Federal Way, Auburn, Enumclaw, and Kent
- Bothell, Kirkland, Redmond, Bellevue, Issaquah, Renton,
Snoqualmie, and North Bend
Section 4. The board of directors as called for in Article VII, Section 3 shall be elected in the following manner:
At-Large: Two directors, each elected for three (3) year terms, Position 1 expiring with the 2016 annual meeting and Position 2 initially expiring with the 2020 annual meeting, and then every three years.
Group A: Districts Number I, III, IV, VI and XIA. Directors elected for three (3) year term expiring with the 1976 annual meeting.
Group B: Districts Number VIII, IX, X and XIB. Directors elected for two (2) year term expiring with the 1975 annual meeting.
Group C: Districts Number II, V, VII and XIC. Directors elected for one (1) year term, expiring with the 1974 annual meeting.
All terms thereafter to be three (3) years with the exception of appointees per Article VII, Section 8 to fill a vacancy which would be for the balance of the original term. All directors will assume their office at the first annual meeting of the board of directors after their election.
Section 5. The property of this Association and the affairs thereof shall be managed and controlled by the board of directors. It shall be the duty of the board of directors to form and fix the basic policy of the Association.
Section 6. The Manager shall have such authority as the board of directors, the executive committee and the President of the Association delegate to him or her. The Manager shall be responsible first to the board of directors, second to the executive committee, and third to the President of the Association for the day-to-day management of all business of the Association. The Manager shall carry out all lawful orders and resolutions as are properly executed by the board of directors, the executive committee and the President of the Association.
Section 7. The President shall be the chairman of the executive committee and in the President’s absence, the chairman shall be that individual who is present and who is prior in order as listed in Article VI, Section 4. During the intervals between the meetings of the board of directors, the executive committee shall possess and may exercise all powers of the board of directors in the management and direction of the affairs of the Association in all cases in which specific direction shall not have been given by the board of directors. A majority of the seven (7) full members of the executive committee shall constitute a quorum. The executive committee shall fix its own rules of procedure, shall meet upon reasonable notice at the call of any member of the committee, and shall meet at least quarterly to review the affairs of the Association.
Section 8. Any vacancies of elected directors that may occur on the board of directors by reason of death, resignation or otherwise, shall be filled from the district involved or a neighboring district by appointment by the Association’s President with the approval of the executive committee. If there is no candidate from the district or a neighboring district, the appointee may be selected from the state at-large. Said appointee shall serve until the next district elections. If a vacancy occurs on the executive committee, the successor shall be selected by the President with the approval of the other executive committee members for the unexpired term of the replaced officer and director.
Section 9. If a member of the board of directors is elected to the executive committee or as State of Washington NADA director, he or she shall immediately relinquish his or her board of director’s membership from the district he or she represented and will serve on the board of directors as an automatic member as provided in Article VII, Section 3. A successor board member shall be selected to fill the vacant board seat from the district the resigning board member represented according to Article VII, Section 8.
Section 10. In the event there are three (3) consecutive unexcused absences on the part of any member of the board of directors, his or her membership on the board of directors may be declared vacant.
Section 11. No less than twelve (12) members shall constitute a quorum of the board of directors, but any lesser number attending a meeting shall have the power to adjourn the meeting to a stated date, time and place. The action of the majority of a quorum shall constitute the act of the board of directors unless a greater number is required by the Association’s Articles of Incorporation or under the Washington Nonprofit Corporation Act, Chapter 24.03 Revised Code of Washington.
Section 1. The books of the Association shall be audited yearly at the close of each year’s business, such audit to be made as of the 30th of June each and every year, unless otherwise directed by the board of directors.
Amending or Repealing the Bylaws
Section 1. These Bylaws may be amended at any meeting of the Association, annual or special, by a vote of two-thirds (2/3) of the voting members present, provided notice of such proposed amendment shall be given in writing at least twenty (20) days prior to the date of said meeting. In addition, these Bylaws may be amended at a scheduled meeting of the board of directors by a vote of two-thirds (2/3) of the directors present, provided notice of such proposed amendment has been given in writing to all members of the board of directors at least twenty (20) days prior to the date of said meeting.
Section 2. The board of directors shall submit for vote of the members of the Association at any annual or special meeting any proposed amendments to these Bylaws upon the written request of fifty (50) members.
Date of Adoption
The foregoing are the Bylaws adopted by at least a two-thirds (2/3) vote of the members present and in good standing at the special meeting held at Ellensburg, Washington on the 25th day of January, 1978, and as subsequently amended on September 18, 1975; May 4, 1976; March 21, 1978; April 20, 1983; April 18, 1986; June 25, 2004; December 7, 2005; December 20, 2006; November 27, 2009; February 9, 2012; December 5, 2012; January 16, 2015; December 10, 2015; and October 2, 2017.
Bylaws – 2017
621 SW Grady Way
Renton, WA 98057
For a pdf copy of the bylaws click here: 10.2.2017 Official Bylaws