56 | 2024 Membership Directory 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. To qualify as Chairman of the Board, Chairman-Elect or Secretary-Treasurer, the person must be an active member of the Association, must have at least 25% financial interest in an active member dealership and must be engaged in the day-to-day management of such dealership. Directors from each area will elect their Area-Vice Chairmen. 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. The Past Chairmen of the Board of the Association will not be eligible to be elected as a member of the Board of Directors; however, all Past Chairmen of the Board who are GADA members are still members of the Board of Directors with the right to vote. Past Chairmen 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 Chairman-Elect, 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
RkJQdWJsaXNoZXIy MTg3NDExNQ==