Section 6. The affairs of the Association shall be administered by the Board of Directors. The Board shall have the authority to fill any vacancies in any office, or in the Board of Directors, until the next annual election. Any member of the Board of Directors unable to attend a meeting shall, in a letter or email addressed to the Chairman of the Board or the President, state the reason for their absence, and if a Director is absent from two (2) or more consecutive meetings for reasons that the Board determines are insufficient, the Director shall be subject to removal from office by the Board of Directors. The Board shall also have authority to elect a President, and approve other office staff personnel to do the work usually pertaining to that office, and to fix compensation therefore. (a) Further, the Board of Directors shall have the authority approve Fringe Benefit Programs for all full-time employees of the Association. (b) The Board of Directors shall have the authority to approve the purchase, sale, exchange, hire, lease, ownership, mortgage, and pledge of real or personal property; further, the Board of Directors shall have the authority to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange and other negotiable or transferable instruments. Section 7. The Board of Directors shall elect an Executive Committee, composed of nine (9) persons and to include within that number the Chairman of the Board, the Chairman-Elect, Secretary-Treasurer, five Area Vice-Chairmen and the Immediate Past Chairman. If the Immediate Past Chairman is no longer associated with a franchised motor vehicle dealership, the most recent, active Past Chairman shall be deemed the Immediate Past Chairman. The President and NADA Director shall be a member ex-officio of said Committee. The Committee may exercise all the powers vested in the Board of Directors, unless otherwise stated, but shall be required to report its proceedings to the Board of Directors at each subsequent meeting of the Board. The Chairman of the Board shall serve as Chairman of the Executive Committee. Section 8. The Chairman of the Board is authorized to appoint, with the approval of the Executive Committee, a heavy-duty truck dealer to serve as a member of the Board of Directors for a term of one year. Section 9. Past Chairs shall be eligible, but not required, to be elected to serve on the Board for one (3) year term after serving as Chair. Past Chairs who do not serve an additional term but who continue to be associated with a dealer member of GADA will continue on the Board as ex-officio members with the right to vote. Past Chairs of the Board of GADA who are no longer associated with the automobile business shall be Honorary Members and GADA invited to attend the Board of Directors Meetings without the right to vote. ARTICLE VI — OFFICERS Section 1. The officers of the Association shall consist of a Chairman of the Board, a ChairmanElect, Secretary-Treasurer, five Area Vice-Chairmen (areas to be designated by the Board), and a President. All Officers, with the exception of the President, shall be elected for a one (1) year term. Only the Area Vice-Chairmen and the President shall be able to succeed themselves in the same office. Section 2. The Chairman of the Board. The Chairman of the Board shall be the Chief Executive Officer of the Corporation and shall have general supervision and direction of the affairs of the Corporation subject to the provisions of these By-Laws and to the direction of the Board of Directors. It shall be the duty of the Chairman of the Board to preside at all meetings of the Association; to act as Chairman of the Board of Directors; to appoint the Standing Committees and any other special committees as may seem advisable; and to perform other duties pertaining to such office. The Chairman of the Board shall, immediately after taking office but no later than thirty (30) days, appoint all Standing Committees. The Chairman of the Board shall be ex-officio a member of all Committees. Section 3. Chairman-Elect. The Chairman-Elect shall assist the Chairman of the Board in the performance of duties. In the absence or incapacity of the Chairman of the Board, all powers and duties of that office shall be vested in and performed by the Chairman-Elect. Section 4. Secretary-Treasurer. The duties of the Secretary-Treasurer shall be to give written notice of the time and place of the annual meeting; of all special membership meetings; and of all meetings of the Board of Directors. The Secretary-Treasurer shall keep the minutes and records of such meetings. The Secretary-Treasurer shall prepare and submit such annual reports as, may be directed or requested by the Board of Directors. It shall be the duty of the SecretaryTreasurer to receive and keep an exact amount of all funds and securities and other assets of the Association, and to deposit all monies received in a depository designated by the Board of WWW.GADA.COM | 53
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