BYLAWS TOWING AND RECOVERY ASSOCIATION OF GEORGIA ARTICLE I Name, Organization and Location Section 1. Name. This corporation is named "Towing and Recovery Association of Georgia ("TRAG"). Section 2. Organization. TRAG is a Georgia not-for-profit corporation. Section 3. Location. TRAG shall maintain a registered office and a principal office in or near Atlanta, GA, unless changed by the Board of Directors. TRAG may have offices other than its principal office at such locations as are determined by the Board of Directors. ARTICLE II Industry, Objectives, Powers & Limitations Section. 1. Industry. The term "industry" as used in these Bylaws means the towing, recovery and storage industry as defined from time to time by the TRAG Board of Directors. Section 2. Objectives. In furtherance of the purposes set out in its Articles of Incorporation, the objectives of TRAG shall be: (a) To encourage education and high standards of the industry. (b) To conduct educational activities. (c) To promote and encourage ethical conduct by the industry. (d) To promote professionalism of the industry. (e) To promote increased use of industry products and services. (f) To promote the positive public image of the service industry. (g) To analyze and inform the membership of conditions affecting or which may affect the industry.
(h) To represent the interests of the industry in contacts with government, or other organizations and the public. (i) To gather, analyze, publish and disseminate to the industry, government and the public information relevant to the industry. (j) To foster programs and services which will enhance the efficient and economic performance of the industry. (k) To serve as the "Voice" of the profession in all matters pertaining to the industry in the state of Georgia. Section 3. Powers. TRAG shall have such powers as are now or may hereafter be granted by the General Not for Profit Corporation Act of the State of Georgia. Section 4. Limitations. TRAG shall be non-partisan and no funds of TRAG shall be used or subscribed for any political purposes except as permitted by law, and no services shall be rendered specifically for an individual member. No part of the net earnings of TRAG, if any, nor any distribution of assets on the dissolution, shall inure the benefit of any members. ARTICLE III Society Affiliations Section 1. Affiliations. TRAG shall affiliate with other national, regional, state and local towing and recovery associations as it deems necessary and proper. The Board of Directors shall establish these relationships and the terms of TRAG involvement. Section 2. Dues and Fees. When the TRAG Board of Directors determines the merit of an affiliation with another association or agency, it shall determine the appropriate fee, dues and assessment to be paid or collected. ARTICLE IV Membership Section 1. Membership. TRAG membership is open to all firms or individuals meeting the eligibility and membership applications requirements of these Bylaws. Section 2. Categories. TRAG shall have the following categories of membership: (a) Active -- (voting member) Any duly registered firm in Georgia predominantly engaged in the towing-recovery-storage industry in a profit-seeking capacity may be an active member and have its owner/operator or his/her designee participate fully in the privileges of membership.
(b) Associate -- (non-voting) Persons or businesses or agencies engaged in businesses related to this industry or sympathetic to the precepts hereof. (c) Individual (non-voting) Persons actively employed by any duly registered firm in Georgia engaged in the towing-recovery-storage industry. Section 2. Application for Membership. Application for membership in TRAG shall be made in writing and shall state the name, place and nature of business of the applicant, its qualifications for membership, and agreement to pay the applicable initiation fees, dues and assessments. Upon receipt by TRAG of a properly completed application form accompanied by the applicable initiation fees, dues and assessments, and upon determination that the applicant is eligible for membership, the applicant shall become a member. Section 3. Termination of Membership. (a) Voluntary Termination of Membership - Any member may resign at any time by giving written notice of its resignation to the President. Any resignation shall take effect at the time specified therein, or, if the time when it shall become effective is not specified, immediately upon its receipt by the President. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (b) Involuntary Termination of Membership - The membership of any member may be terminated by the affirmative vote of at least 80% of the total members of the board of Directors for any of the following reasons: 1. Arrearage in dues, fees, assessments or other financial obligations to TRAG for a period of three (3) months or longer after notice thereof has been sent to the member in arrears. 2. For conviction of the owner/operator of the business of a felony arising out of his or her business practices or conduct. 3. The member no longer meets membership eligibility requirements. (c) Except as otherwise may be provided in these Bylaws, any member whose membership is terminated, either voluntarily or involuntarily, shall remain fully liable for any unpaid dues or assessments previously levied against such member. Section 4. Readmission. Any member whose membership was terminated, either voluntarily or involuntarily shall be eligible to re-apply for membership in TRAG by submitting a properly executed application in the same manner as required by these Bylaws for new members, provided, however, that the basis for the original termination, if involuntary, no longer exists. If such member re-applies for membership within twelve (12) months of the date of its termination, initiation fees shall be waived upon readmission. Section 5. Transfer of Membership. Membership in TRAG is not transferable or assignable.
ARTICLE V Meetings of Members Section 1. Annual Meetings. At a time and place selected by the Board of Directors there shall be an annual meeting of members of TRAG for the purpose of electing directors, receiving reports and the transaction of other business. Notice of such meetings shall be mailed and/or faxed and/or E-mailed by the Executive Vice-President to each member not less than fifteen (15) nor more than forty (40) days prior to the meeting. Section 2. Other Regular Meetings. There shall be other regular meetings of the members of TRAG at such places and times as the Board may, from time to time, determine. Notice for such meetings shall be given to all members as set forth in Section 1 above. Section 3. Special Meetings. Special meetings of the members of TRAG may be called by and at a time and place selected by the Board of Directors. Notice of such meetings shall be mailed and/or faxed and/or E-mailed by the Executive Vice-President to each member not less than five (5) nor more than forty (40) days prior to the meeting along with a statement as to the purpose for which the meeting is called. Section 4. Quorum. All eligible voting members present in person above 33% of paid-up members shall constitute a quorum at any meeting of TRAG. Section 5. Voting. Each voting member shall be entitled to one vote at any annual or special membership meeting of TRAG on each matter coming before the meeting for a vote. Voting on all questions submitted to a vote of the members shall be in such manner as is determined by the person presiding at the meeting or by a majority vote of the members. In connection with any vote by secret written ballot, the person presiding at the meeting where the vote is to be taken shall appoint two tellers to distribute, collect and count the ballots. Section 6. Order of Proceedings. The order of proceedings for annual meetings of TRAG shall be in accordance with Article XVI unless otherwise determined by the Board of Directors. Any question as to the priority of business shall be decided by the officer presiding without debate. Section 7. Robert's Rules. The parliamentary rules laid down in the latest edition of Robert's Rules of Order shall govern all proceedings of meetings of members when not in conflict with these Bylaws. ARTICLE VI Board of Directors Section 1. Management. The affairs of TRAG shall be managed by a Board of Directors consisting of twelve (12) Directors, four (4) of whom shall be the elected
officers and eight (8) of whom shall be elected from the regional members' recommendations. Section 2. Quorum. For the purposes of conducting business for TRAG, quorum of the Board of Directors shall consist of two (2) Regional Directors and Two (2) Executive Committee persons. Section 3. Voting. Each director shall be entitled to one vote on each matter submitted to a vote of the Board of Directors. Further, Past-Presidents, who remain a member in good standing with TRAG, shall have an honorary position on the Board of Directors, and shall be entitled to one vote on each matter submitted to a vote. Section 4. Meetings. There shall be four (4) regular meetings of the Board of Directors each year, none of which shall be held in connection with the annual member meeting. The Board of Directors shall determine the exact time, date, and place of regular meetings. Additional meetings of the Board may be held at the direction of the President of the Board, or at the written request of at least four of its members and on such notice as shall be prescribed in these Bylaws. Section 5. Notice. Written notice of meetings of the Board shall be given by mail and/or fax and/or E-mail to each member of the Board of Directors, addressed to the last known address of each member of the Board. Notice of such meetings shall be sent at least twenty (20) days prior to the meeting. Section 6. Terms of Office. After the first annual meeting where elections will be made in accordance with a scheme of rotation that allows for continuity on the Board, at each subsequent annual meeting of members at least one of the four officer directors shall be elected to a four (4) year term of office and two directors representing regional divisions shall be elected to hold office for a term expiring at the third succeeding annual meeting. When for any reason a director fails to complete his term, a successor to serve for the remainder of his term shall be elected by the remaining directors on the Board. Section 7. Resignation of Directors. Any director may resign at any time by giving a written notice of resignation to the President of TRAG. Any such resignation shall take effect at the time specified therein, or if such time is not so specified, immediately upon its receipt by the President. Section 8. Removal of Directors. A director may be removed from the Board of Directors if he or she fails to attend three (3) consecutive meetings of the Board of Directors without cause. A person shall also cease to be a director at such time as the member with whom that director is associated may cease to be a member of TRAG. Section 9. State TRAA Director. A State TRAA Director shall be elected by the members from the active membership and shall serve two (2) one-year terms, and be a voting member of the TRAG Board of Directors. ARTICLE VII Officers
Section 1. Officers. The voting members shall elect from among its members a President, a Vice President, a Secretary, and a Treasurer of TRAG. The Board of Directors shall appoint an Executive Vice President. Section 2. President. The President shall preside at all annual meetings of TRAG and all meetings of the Board of Directors, and shall be an ex-officio member of all committees. The President shall generally supervise the affairs of TRAG by performing such additional duties as these Bylaws may prescribe or as may be assigned by the Board of Directors. Section 3. Vice President. The Vice President shall assist the President in the performance of his or her duties and act in his or her stead when required, by performing such additional duties as these Bylaws may prescribe or as may be assigned by the Board of Directors. Section 4. Secretary. The Secretary shall supervise the corporate matters of TRAG and perform such additional duties as these Bylaws may prescribe or as may be assigned by the Board of Directors. Section 5. Treasurer. The Treasurer shall supervise the financial matters of TRAG, account for all receipts and disbursements, and submit an annual audit to the Board of Directors. The Treasurer shall present for approval by the Board of Directors an annual budget, collect all monies due TRAG and promptly deposit same to its credit, prohibit TRAG from incurring any unauthorized indebtedness: pay all proper charges against TRAG and have charge of the books and records of TRAG. The Treasurer shall submit a report of the financial condition of TRAG at all meetings of the Board and of the members, and at such other times as requested by the Board. The Treasurer shall also perform such additional duties as these Bylaws may prescribe or as may be assigned by the Board of Directors. Section 6. Executive Vice President. The Executive Vice-President shall be the chief administrator of TRAG and shall be appointed by the Executive Committee at the direction of the Board of Directors. The Executive Vice President shall carry out the policies of TRAG. The President shall assume the Duties of the Executive Vice President until such time as one is appointed. Section 7. Fidelity Bond. The Treasurer, the Executive Vice President, and any person entrusted with the handling of funds or property of TRAG shall, at the discretion of the Board of Directors, furnish, at the expense of TRAG, a fidelity bond approved by the Board, in such a sum as the Board shall prescribe. Section 8. Terms of Office. The terms of the President, Vice President, Secretary, and Treasurer shall be for four years and until their respective successors have been elected and qualified, beginning with 2002 elections. The Secretary and Treasurer, except for the first election, shall have staggered terms and the President can succeed himself in office. The Executive Vice President shall serve at the pleasure of the Board. If the President fails to complete his or her term, the Vice President shall become President, unless the Vice President cannot act, in which case the Board of Directors shall appoint a President from among its members. If the Vice President, Secretary or the
Treasurer fail to complete their terms, the Board of Directors shall appoint replacements for the unexpired portion of the officers' terms from its members. Section 9. Resignation of Officers. Any officer may resign at any time by giving written notice of resignation to the President. Any such resignation shall take effect at the time specified therein, or if such time is not so specified, immediately upon its receipt by the President. Section 10. Removal of Officers. An officer may be removed from office if that officer fails to attend three (3) consecutive regular meetings of the Board of Directors without cause, or for cause, upon the unanimous vote therefore of all (other than the officer whose removal has been proposed) the members of the Board of Directors. Such removal shall be effective at such time as the Board may determine. The notice of any Board meeting at which such action is contemplated shall contain a notice of the proposed termination, and the officer whose status is being challenged shall be notified thereof, in writing, by the President at least thirty (30) days prior to the date of such meeting. In addition, a person shall cease to be an officer at such time as the member with whom that officer is associated may cease to be a member of TRAG and any appeal to the membership as a whole with respect to such cession of membership has been completed. ARTICLE VIII Executive Committee There shall be an Executive Committee consisting of the President, the Vice President, the Secretary and the Treasurer of TRAG. The Executive Committee shall have and exercise, as permitted by law, the authority of the Board of Directors in the management of TRAG between meetings of the Board of Directors, except that the Executive Committee shall not have any authority of the Board of Directors with respect to (1) amending, altering or repealing the Bylaws: (2) electing, appointing or removing any director or officer of the corporation; (3) amending the Articles of Incorporation; (4) adopting a plan of merger or adopting a plan of consolidation with another corporation; (5) authorizing the sale, lease, exchange or mortgage of any significant portion of the property and assets of the corporation; (6) authorizing the voluntary dissolution of the corporation or revoking proceedings thereof; (7) adopting a plan for the distribution of the assets of the corporation; or (8) amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed. ARTICLE 1X Regions Section 1. Regions. TRAG shall be composed of eight (8) regions divided geographically in accordance with population variances across the state. If it becomes
necessary to reapportion the state, the Board of Directors will appoint a special committee for such reapportionment. Section 2. Regional Director. Each region shall have one elected representative on the Board of Directors, in addition to any officer or appointee that also may be serving from that district. This representative shall be named the Regional Director and must have his or her place of business in the district from which he or she is elected. If any office of Regional Director becomes vacant and/or cannot be filled from a member whose business is located within that particular region, then the office of Regional Director for that region will be open to members located outside that region. Section 3. Regional Directors Term of Office. Each regional director shall serve a three (3) year term along with the term of office of the other directors in accordance with a scheme of rotation that allows for continuity of the Board. Section 4. Duties of the Regional Directors. The regional director's duties are to represent his/her district in matters before the Board and to serve as a communications link between the various regions and the state as a whole. ARTICLE X Nominating Committee Section 1. Nominating Committee. At least ninety (90) days prior to the annual meeting of members the President shall select a six (6) person Nominating Committee, three (3) of which persons shall have been elected by a ballot cast at the previous annual meeting for that purpose. The President shall be an ex-officio member of the Nomination Committee but shall have no right to vote. A quorum shall consist of five (5) voting members. The members of the Nominating Committee may participate in any meeting of the Committee by conference telephone call or mail and/or fax, and such participation shall constitute presence in person at such meeting. Section 2. Duties of Nominating Committee. The Nomination Committee shall meet at least sixty (60) days prior to the annual meeting of the members and shall nominate one or more nominees for each directorship and office to be filled. Recommendations for regional directors shall be requested from members in that region and a regional director must reside in that region to represent it. The Committee's nominations shall be reported to the President and the Executive Vice President to prepare the ballot. Section 3. Preparation of the Slate of Nominees. The Executive Vice President shall transmit to the members the slate of nominees for officerships and directorships to be filled as presented by the Nominating Committee, together with pertinent biographical information for each nominee, at least thirty (30) days prior to the annual meeting of the members. Section 4. Substitute Nominees. In the event a nominee becomes unable to serve, the Nominating Committee, at the call of its chairman, shall select an alternate candidate and transmit to the members its amended report as soon as feasible but in no
case later than a time immediately prior to the opening of the annual meeting of the members. Section 5. Additional Nominations. Any four members may nominate a candidate for an office or directorship to be filled by preparing and disseminating to the President, the Executive Vice President, and to members a written nomination together with pertinent biographical information and a signed letter from each nominee confirming his willingness to serve. Such material must be received by the President and by the members prior to the opening of the annual meeting of members. Nominations shall be deemed closed at the opening of that session. ARTICLE XI Committees The Board of Directors or the President may appoint such other standing or special committees as deemed necessary to further the objectives of TRAG. ARTICLE XII Initiation Fees, Dues and Assessments Section 1. Initiation Fees. The Board of Directors may establish initiation fees for applicants for membership in TRAG. Section 2. Dues. The annual dues for each category of membership shall be determined from time to time by the Board of Directors. ARTICLE XIII Fiscal Year The fiscal year of TRAG shall be from January 1 through December 31. ARTICLE XIV Budget An annual budget for each fiscal year shall be prepared by the Treasurer and Executive Vice President and shall be presented to the Board of Directors for its adoption at a Board meeting held prior to the beginning of the next fiscal year. Thereafter, at any meeting of the Board, the Board may approve any supplemental budget that may be necessary. Before any proposed annual or supplemental budget is submitted to the Board, copies thereof must have been sent to each member of the Board no less than 10 Days prior to the Board meeting at which such budget is to be presented. The Board of
Directors shall not authorize the expenditures in excess of such annual and supplemental budgets as are properly approved by the Board. ARTICLE XV Contracts, Checks, Bank Accounts Section 1. Execution of Contracts. The Board of Directors may authorize any officer(s) or agent(s) or TRAG, in addition to the officer or officers so authorized by the Bylaws, to execute and deliver any contract or other instruments in the name of and on behalf of TRAG. Such authority may be general or confined to specific instances as the Board may determine. Unless authorized by the Board or expressly permitted by these Bylaws, no officer or agent or employee shall have any power or authority to bind TRAG by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or for any amount. Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of TRAG, shall be signed by such officer(s) or agent(s) of TRAG and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President of TRAG. Section 3. Deposits. All funds of TRAG not otherwise employed shall be deposited from time to time to the credit of TRAG in such financial institutions as the Board of Directors may designate or as may be designated by any officer or officers of TRAG to whom such power of designation may be delegated by the Board. ARTICLE XVI Order of Business Unless otherwise determined by the Board of Directors, the order of business at each meeting of TRAG shall be as follows: 1. President's Report 2. Reading of the Minutes of the preceding meeting 3. Treasurer's Report 4. Reports of the various committees 5. Old Business 6. New Business ARTICLE XVII Limitation of Liability
Nothing herein shall constitute members of TRAG as partners for any purpose. No officer, director, member, regent, agent, or employee of TRAG or of any member shall be liable for the act or the failure to act on the part of any other officer, director, governor, member, regent, agent or employee of TRAG. ARTICLE XVIII Amendments These bylaws may be amended or altered, in whole or in part, at any duly constituted meeting of the Board of Directors upon the affirmative vote in favor of any proposed amendment of at least two-thirds of all members of the Board. Notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director entitled to a vote at such meeting within the time provided in these Bylaws for the giving of notice of the meeting. A duly noticed proposed change need not be accepted or rejected in its entirety, but may be adopted with such modifications as the Board of Directors may deem appropriate, by two-thirds vote of all members of the Board of Directors. ARTICLE XIX Dissolution Upon the dissolution of TRAG, after payment of all indebtedness of TRAG, any remaining funds, investments and other assets of TRAG shall be distributed to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3), or Section 501(c)(6) (but only if the objectives of such organizations are similar to the purposes and objectives of TRAG, of the Internal Revenue Code of 1954, or of corresponding provisions of then existing federal revenue laws, as may be determined by affirmative vote of two-thirds of the then members of TRAG. Amended: Jan. 17, 1991 Feb. 26, 2000 August 18, 2001 November 10, 2001 August 23, 2003 March 6, 2004 February 20, 2010 Printed: March 15, 2010