ARTICLE I - OFFICERS
SECTION 1. The Principal place of business of the Association and the office of its Statutory agent shall be (1133 West Morse Blvd. Suite #201, Winter Park, FL 32789). The Association may change the location of its place of business or its statutory agent, or both.
ARTICLE II - OBJECTS AND PURPOSES
SECTION 1. The objects and purposes of the Association are:
(a) To promote and develop the business of transporting passengers by Bus and, if determined to be appropriate by the Board of Directors, to promote other related businesses in which the Association becomes involved.
(b) To advocate the adoption of just and reasonable laws and regulations applicable to the transportation of passengers by motor vehicle.
(c) To improve transportation to the public by promoting cooperation among members of the Association.
(d) To promote friendly relations with and to secure the cooperation and goodwill of the public.
(e) To cooperate with public officials in securing the enforcement of laws, rules and regulations affecting bus transportation.
ARTICLE III - MEMBERSHIP
SECTION 1. Membership in the Association shall be divided into five (5) classes:
(a) Motorcoach Operators
(b) Product Supplier Associates
(c) Travel Industry Associates
(d) Tour Operators
(e) Multi-Management Companies
SECTION 2. As used in Section I of this Article:
(a) “Motorcoach Operators” includes any individual partnership, company, corporation, or group of such companies engaged in the business of transporting persons for hire in vehicles over the public highways as a common or contract carrier, either directly or as a managing agent, except that “Motorcoach Operators” as a full active membership does not include any entity which is owned, operated or subsidized by a State, municipality, public agency, or any local public body.
(b) “Product Supplier Associates” mean organizations which supply equipment, material, and services to the Industry such as buses, engines, tires, accessories, petroleum products, etc. like any entity which is not eligible for membership as a “Motorcoach Operator” under paragraph (a) of this section, and Organizations which have business dealings with bus operator members, but do not include any person or company eligible for membership solely as a Travel Industry Associate.
(c) Travel Industry Associates include destinations and attractions such as: hotels, motels, attractions, conventions and visitors bureaus, official State and provincial tourism offices, regional promotion agencies, Federal travel promotion agencies, food service organizations, publications, advertising and public relations firms, and other firms or suppliers providing travel goods and services to bus operator members.
(d) Tour Operators: An organization registered as a “seller of travel” in the State of Florida which plans, advertises, and/or provides receptive services for any group for the purpose of selling motorcoach transportation.
(e) Multi-Management Companies include “Product Supplier Associates” and “Travel Industry Associates” with a primary company owning more than one property.
SECTION 3.
(a) Any eligible person or organization may become a member by furnishing such information as may be required by the Association, upon the payment of dues, and upon approval by the Board of Directors.
(b) All Motorcoach Operators must supply a copy of their vehicle insurance listing the FMA as a certificate holder.
(c) All Tour Operators must supply a copy of their “Seller of Travel Certificate”.
(d) All Travel Industry Associates category applicants are required to join in conjunction with an eligible non-member operator (motorcoach or tour operator). A new Operator Applicant is classified as a company that has never been a member of the FMA, or has been unaffiliated with this association for at least one full year.
ARTICLE IV - MEMBERSHIP DUES
SECTION 1. The annual dues of the Association shall be determined by the Board of Directors, which shall also determine the method of payment and period to be covered by the dues.
SECTION 2. Annual Dues for all classes of membership are payable on January 1st of each year. Any member whose dues are in arrears on June 1st shall be dropped from the membership rolls.
ARTICLE V - VOTING RIGHTS
SECTION 1. Each motorcoach operator member shall have the right to participate and vote in the election of all directors and officers. All other members should vote for the three (3) non-official Director positions.
SECTION 2. Voting by proxy shall be permitted and Notarized.
SECTION 3. Each motorcoach operator and member will be allowed one vote only on all issues.
SECTION 4. All voting members shall be in good standing.
SECTION 5. The attending eligible voters shall constitute a quorum for the transaction of business. The majority vote of those attendees shall prevail.
ARTICLE VI - MEETINGS OF MEMBERS
SECTION 1. Meeting of the Association shall be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 2. The annual meeting of the members of the Association shall be held at such time and place and on such date as shall be determined by the Board of Directors.
SECTION 3. Special meeting of the Association may be called by the Board of Directors on such notice as the Board deems proper and shall be called upon the members of the Association. Notice of any such special meeting shall specify the purpose for which the meeting is called.
SECTION 4. Written or printed notice of each annual or special meeting of the Association stating the time, place, and object thereof, shall be given to each member in good standing as shown by the records of the Secretary of the Association by leaving such notice with him at the residence or usual place of business, or by mailing a copy thereof to him at the known post office address.
SECTION 5. All members in good standing present at any annual meeting or special meeting, shall be entitled to vote. At all meetings of the Association, the attending eligible voters shall constitute a quorum for the transaction of business. The majority of those attendees shall prevail.
SECTION 6. Except as provided in Article V, Section l, when a quorum is present at any meeting, the majority of votes cast by the voting members present shall decide any question brought before such meeting.
SECTION 7. At every meeting of the Association, the president, or, in his absence, a person or persons designated by the Association, shall act as Chairman. The Secretary of the Association shall act as Secretary at all meetings of the Association.
ARTICLE VII – DIRECTORS
SECTION 1. The president shall appoint a nominating committee of five (5) members. The nominating committee shall present nominations for Directors and officers at the annual meeting.
SECTION 2. The number of directors, which shall constitute the whole Board shall eleven (11), which shall include the immediate past president, who will serve ex-officio. The directors shall be elected by members and shall hold office for a period of two years or until their successors have been elected and qualified or until their prior resignation or removal. Motorcoach Operators shall constitute seven (7) members of the Board, one (1) member shall be a Tour Operator, one (1) member shall be an Associate Member, and one (1) member shall be a Supplier Member. One (1) member shall be the OEM Advisory Committee consisting of the four major board-approved OEMs, who shall have one vote collectively through the committee’s elected representative.
SECTION 3. Any vacancy in the offices of the Association may be filled by the Board of Directors at any regular or special meeting of the Board. In the event of a vacancy on the Board of Directors, the remaining Board of Directors may appoint a Director to fill such vacancy at the next regular meeting.
SECTION 4. The business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by the members.
SECTION 5.
(a) The Board of Directors of the Association may hold meetings, both regular and special, as the Board of Directors from time to time may determine.
(b) A meeting of the Board of Directors shall be held during or immediately following the Annual Meeting of the Association. There shall also be at least one other meeting during the year and such other meetings as the Board deem necessary. Meetings may be called by the President and shall be called by the Secretary upon written request of two members of the Board of Directors. At least ten days’ notice of each regular meeting, and five days’ notice of each special meeting, including the purpose for which it is called, shall be sent to each member of the Board of Directors. The notice shall be sent by United States mail or telegram, but in the case of a special meeting, the notice may be sent via overnight mail, fax, or telephone.
(c) Notice of any meeting need not be given to any director, however, if waived by him in writing or by telegraph. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all directors shall be present thereat.
SECTION 6. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present thereat, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
SECTION 7. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board, or of such committee as the case may be, consent thereto in writing, and such writing is filed with the minutes of proceeding of the Board of Directors.
SECTION 8. Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority of the members of record of the Association entitled to vote, at a special meeting of the Association called for the purpose and the vacancy in the Board caused by such removal may be filled by the members of such meeting. Any director may resign at any time by giving written notice of such resignation to the President or the Secretary of the Association and such resignation shall take effect at the time specified in such notice.
ARTICLE VIII - NOTICES
SECTION 1. Notices to directors and members shall be in writing and delivered personally or mailed to the directors or members at their addresses appearing on the books of the Association. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notices to directors may also be given by overnight mail or fax, and shall be deemed to be given at the time of delivery to the courier for delivery.
SECTION 2. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE IX OFFICERS
SECTION 1. The officers of the Association shall be elected by the members and shall be a President, Treasurer, and such other officers as the members may deem advisable. The position of President, Vice President, Treasurer, and Secretary are reserved for Bus Operators.
SECTION 2. Officers of the Association shall be unsalaried.
SECTION 3. Those Directors named in the Articles of Incorporation shall hold office until the first annual meeting of the Association. At the first annual meeting, there shall be determined the number of directors and their term of office. Except for the first annual election of directors, their terms shall be for two (2) years; however, at the first annual meeting of members there shall be designated terms of one (1) or (2) years for each director so elected, in order that the directors’ terms shall be staggered, and thereafter the successors of these directors shall be elected for a term of two (2) years. At each annual meeting of the Association, the members shall elect a slate of officers for a two-year term. Each officer shall hold office until his successor has been duly chosen and qualified.
SECTION 4. Any vacancy in an office of the Association may be filled by the Board of Directors.
SECTION 5. The President shall preside at all meetings of the members and shall have general supervision over the business of the Association subject, however, to the control of the Board of Directors. He may sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments, subject to the provisions of these Bylaws, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association and in general, he shall perform all duties incident to the office of the President, and such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 6. The Secretary, subject to the supervision of the President, shall keep the minutes of the Association and of the Board of Directors, and shall be the custodian of the records and of the seal of the Association. The secretary shall see that the seal is affixed to all documents when use of the seal is required and authorized in accordance with the provisions of these Bylaws.
SECTION 7. The Treasurer shall have general oversight over the financial transactions of the Association, shall render a statement of the condition of the finances of the Association at all regular meetings of the Board of Directors and a full financial report at the annual meeting of the Association; and shall have access to the books and records of the Association and may order a special audit of the accounts of the Association at any time deemed necessary.
SECTION 8. The office of the Vice President shall also serve as President-Elect for the coming year.
ARTICLE X - COMMITTEES
SECTION 1. The president shall have authority to appoint such committees as deemed necessary for the proper functioning of the Association. The members, including the Chairman, of each committee shall serve until relieved by order of the President. The President or his appointee shall be an ex-officio member of each committee and shall be entitled to vote.
SECTION 2. The duties of all committees shall be specified by the Board of Directors or the President. In performing their functions, such committees, other than the Nominating Committee, shall be subject to the direction and control of the President.
ARTICLE XI - CONTRACTS, CHECKS, EXPENDITURES, BANK ACCOUNTS, ETC.
SECTION 1. The President, or such officer or officers to whom he shall delegate the power, may make or authorize to be made, capital expenditures, investments or advances, execute contracts or leases, establish or increase salaries, and make or authorize retirements and sales of capital items, write-offs of accounts, and settlement of claims in such manner and subject to such limitations as shall be determined from time to time by resolution of the Board of Directors.
SECTION 2. All funds of the Association shall be deposited from time to time to the credit of the Association with such bankers, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer of officers, agent or agents of the Association to whom such power may be delegated from time to time by the Board of Directors.
ARTICLE XII - FISCAL YEAR
SECTION 1. The fiscal year of the Association shall end on the 31st day of December of each year.
ARTICLE XIII - SUSPENSION OR EXPULSION OF MEMBERS
SECTION 1. The Board of Directors shall have the authority to suspend or expel any member for nonpayment of dues.
ARTICLE XIV - AMENDMENTS
SECTION 1. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the members entitled to vote, or by the affirmative vote of a majority of the Board of Directors, at any regular or special meeting, provided notice of proposed alteration, amendment or repeal of the proposed Bylaws be included in the notice of such meeting.
ARTICLE XV - SUPREMACY OF LAWS AND ARTICLES OF INCORPORATION
SECTION 1. Nothing in these Bylaws shall be deemed to contravene any applicable provision of law or of the Articles of Incorporation.