www.GADA.com | 55 The Board of Directors shall have authority to suspend or cancel any membership for any willful infraction of any By-Law of the Association, or for actions or conduct or trade practices which it may deem injurious or hostile to the interests of the Association or the individual members thereof. Prior to such suspension or expulsion of a member, he shall be entitled to a notice in writing and a hearing before the Board of Directors, and a member may appeal from such decision of the Board at a meeting of the members of the Association; the action of a majority of such meeting to be final. ARTICLE IV — DUES Section 1. The annual dues structure shall be established by the Board of Directors. ARTICLE V — DIRECTORS Section 1. The Board of Directors shall consist of thirty-six (36) Directors, all of whom shall be elected in the manner hereinafter prescribed and all of whom must be associated with an active member. The President and NADA Director shall serve as ex-officio members of the Board. Section 2. In order that there is fair representation by all members throughout the State of Georgia, the State shall be divided into ten (10) Districts, each District designated by a number as set out on the map attached to the By-Laws. All Districts except District 3 will each have three (3) Directors. District 3 will have nine (9) Directors. The Chair will also appoint one (1) Heavy Duty Truck Director and one (1) representative from a publicly owned dealership group who will each serve a one (1) year term. The total Board of Directors shall be comprised of thirty eight (38) Directors. Section 3. The term of office of Directors shall be three (3) year terms. Each District will replace one (1) Director each year except District 3 which will replace three (3) Directors each year. Section 4. The Chairman of the Board or the President shall solicit nominations. Each nominee shall be contacted and agree to meet all of the obligations of a Director before he/she can be nominated. The Chairman of the Board or the President shall designate an election date and shall, not less than fifteen (15) days before the said election date cause nominees in each District will be presented on an official ballot to the GADA member dealers in their respective District. The President shall cause separate ballots to be prepared for each District entitled to representation, containing the name(s) of the person(s) so nominated and providing thereon sufficient blank space for the insertion of the name(s) of such other person(s) entitled to hold office other than the person(s) nominated. A ballot shall then be mailed or electronically delivered to each active member, containing the name(s) of the nominee(s) for their respective District. Dealer may vote for the nominee(s) in their districts, or write-in a qualified candidate or candidates for Director. Each write-in candidate must be contacted and agree to meet all of the obligations of a Director before he/she can be elected. The elected Directors will serve three (3) year terms. The Chairman-Elect shall automatically be re-elected for two (2) years. The ballots shall then be mailed or electronically delivered to the President in a sealed envelope or via an electronic method provided for the purpose, and only such ballots received in the office of the Georgia Automobile Dealers Association by the established election date shall be considered valid. All valid ballots shall then be tabulated by the President or the President’s designee and at least one witness and they shall declare the elected Directors for each District and shall be announced at the next Annual meeting. Section 5. The Board of Directors, as soon after the election as practicable, shall meet and elect from its Board the Officers of the Association. A nominating committee consisting of three (3) most recent Past Chairmen of the Board, the current Chairman-Elect and Secretary-Treasurer, shall recommend a Board member for the offices of Secretary-Treasurer and the five (5) Area Vice Chairmen. The Immediate Past Chairman shall serve as Chairman of the Nominating Committee. If
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