BYLAWSOFNATIONAL AUTOMOTIVE SERVICE TASK FORCEARTICLE INAMEThe name of the corporation shall be National Automotive Service Task Force.ARTICLE IINOT FOR PROFIT CORPORATE STATUS; PURPOSESSection 1. Not For Profit. The corporation is organized under and shall operate as a District of Columbia not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the District of Columbia Not-For-Profit Corporation Law, as amended.Section 2. Purposes. The purposes of the corporation are those set forth in its Articles of Incorporation.ARTICLE IIIMEMBERSSection 1. Class of Members. The corporation shall have one class of members with all the respective rights and privileges as herein described. Members include any association, organization, group or individual that supports NASTF in accordance with the funding model, as determined by the Board of Directors.Section 2. Eligibility; Admission of Members. Membership in the corporation is open to all segments of the motor vehicle industry including, but not limited to, vehicle manufacturers, tool and equipment companies, trainers, individual shop owners and technicians, automotive service-related associations, and other industry stakeholders that wish to participate. Members shall be approved for admission by majority vote of the Board of Directors.Section 3. Rights of Members. The privileges of membership shall be as determined from time to time by the Board of Directors.
Section 4. Resignation. Any member may resign by sending a written resignation to the Secretary/Treasurer at the principal office of the corporation. Such resignation shall not relieve a member of any outstanding obligation to the corporation.Section 5. Termination of Membership. Membership in the corporation may be terminated by action of the Board of Directors for conduct deemed detrimental to the corporation, for conviction of any crime involving fraud, dishonesty or breach of trust, or for violation of these Bylaws, or any rule of the corporation. Termination by action of the Board of Directors shall be by at least a two-thirds vote at a meeting of the Board of Directors; provided, however, that prior to any such action, the member involved shall be given due notice and shall be entitled to a hearing before the Board of Directors. Any member who is terminated by the Board has the right to appeal the decision to the membership at the annual membership meeting. Such an appeal must be made in person or by representative, and the corporation must be provided with a written notice of the intent to appeal that must be received no less than 30 days prior to the annual membership meeting. Termination of membership shall not relieve a member of any outstanding obligation to the corporation.Section 6. Dues and Assessments. The Board of Directors may determine from time to time the amount and method of payment of any and all applicable dues and assessments.ARTICLE IVMEETING OF MEMBERSSection 1. Annual Meeting. An annual meeting of the members shall be held at such time and place as the Board of Directors may determine for the purpose of conducting such business as may come before the meeting.Section 2. Notice of Meetings. Unless otherwise required by the District of Columbia Not-For-Profit Corporation Law, as amended, written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail or electronic mail to each member entitled to vote at such meeting, not less than twenty (20) nor more than fifty (50) days before the date of such meeting, by or at the direction of the Chair or the Secretary/Treasurer, or the persons calling the meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Any member may waive notice of any meeting.
ARTICLE VBOARD OF DIRECTORSSection 1. General Powers. The corporation shall be governed by its Board of Directors.Section 2. Composition. The number of Directors shall be no less than nine (9) and no more than fifteen (15) members, and must include at least one member from each of the following categories provided that a qualified member exists and is willing to serve:(a) Franchise New Motor Vehicle Dealers (up to 1 seat)(b) Locksmiths (up to 1 seat)(c) Manufacturers (up to 2 seats)(d) Parts Suppliers (up to 2 seats)(e) Shop Owners, Technicians, Fleets (up to 5 seats)(f) Independent Information Service Providers (up to 1 seat)(g) Tool Companies (up to 1 seat)(h) Trainers (up to 2 seats)Any member is eligible to vote for and/or be elected to the Board of Directors.Section 3. Election of Board of Directors. At the commencement of the second fiscal year of existence, the Board of Directors will be elected by the Members. Candidates for the Board of Director positions shall be nominated from the Members by the Nominating Committee.Section 4. Term. The members of the Board of Directors listed above shall be divided into three groups of approximately the same size. The terms of service for these groups shall be staggered so that approximately one-third of the total number of these Directors shall be elected annually. The members of the Board of Directors shall serve a three-year term.Section 5. Annual Meetings. A regular annual meeting of the Board of Directors shall be held at such time and place as may be designated by resolution by the Board of Directors without other notice than this Bylaw and such resolution.Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or the greater of three directors or twenty-five percent (25%) of the directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the District of Columbia, as the place for holding any special meeting of the Board called by them.
Section 7. Notice. Notice of any special meeting of the Board of Directors shall be given at least three business days prior thereto in writing, delivered by email or either personally, sent by mail, or facsimile transmission to each director. If notice is given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid to a nationally recognized overnight courier service. If notice is given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. Any director may waive notice of any meeting.Section 8. Quorum. Fifty percent (50%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than fifty percent (50%) of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice.Section 9. Voting; Manner of Acting. Each director shall have one vote. The act of a majority of the voting directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law, the Articles of Incorporation, or these Bylaws.Section 10. Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors or any action that may be taken at a meeting of directors may be taken without a meeting if all the voting members of the Board consent in writing to the adoption of a resolution authorizing such action.Section 11. Vacancies. If a Director (other than the Chair, Vice Chair or the Secretary/Treasurer) resigns, is removed from office, or otherwise ceases to serve for any reason, the member represented by that Director shall nominate a replacement to serve for the unexpired term, subject to approval of the Board of Directors.Section 12. Attendance by Communications Equipment. Members of the Board of Directors may participate in and act at any meeting of the Board through the use of a conference telephone or similar communications equipment allowing persons participating in the meeting to hear each other at the same time. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
ARTICLE VIOFFICERSSection 1. Officers. The officers of the corporation shall be a Chair, a Vice Chair and a Secretary/Treasurer nominated from the then current Board of Directors. Each office (Chair, Vice Chair and Secretary/Treasurer) shall be filled by a separate individual.Section 2. Election and Term of Office. The officers shall be elected by majority vote of the Board of Directors for a one (1) year term. A person may serve as the Chair, Vice Chair or Secretary/Treasurer of the corporation for no more than four (4) consecutive terms. They shall serve until their successors have been duly elected and qualified. Candidates for offices shall be nominated in accordance with policies adopted by the Board of Directors. The candidates for the offices of Chair, Vice Chair and Secretary/Treasurer must be sitting Board members.Section 3. Removal. Any officer may be removed by a majority vote of the Board of Directors at any official meeting.Section 4. Vacancies. A vacancy in the office of Chair, Vice Chair or Secretary/Treasurer because of death, resignation, removal, disqualification or otherwise, shall be filled by a majority vote of the Board of Directors for the unexpired portion of the term.Section 5. Chair. The Chair shall preside at all meetings of the Board of Directors, the Executive Committee, and the General Meetings of the corporation. The Chair shall be an ex-officio member of all committees except the Nominating Committee and may appoint persons not members of the Board of Directors to serve on any committees other than the Executive and Nominating Committees. The Chair shall also serve as spokesperson for the corporation, interface with the corporation’s manager on a day to day basis, keep the Board of Directors apprised of issues and other information between Board meetings, provide content for the Board and Annual meeting agendas, and monitor and report on organizational performance.Section 6. Vice Chair. The Vice Chair shall assist the Chair as appropriate, oversee committee activities, and provide regular reports to the Board of Directors on such activities. In the absence of the Chair or in the event of his or her inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.Section 7. Secretary/Treasurer. The Secretary/Treasurer shall notify, or cause to be notified the members of all meetings of the Board of Directors and the General Membership; shall keep, or cause to be kept, records of all meetings of the Board of Directors and the General Membership; shall attest such records and other documents by signature; and shall safely keep, or cause to be kept, all documents and papers which shall come into their possession; shall affix, or cause to have affixed and attest to the seal of NASTF on all instruments requiring a seal. The Secretary/Treasurer shall keep, or cause to be kept, an account of all monies received and expended by NASTF and shall make, or cause to me made, disbursements authorized by the Board of Directors, approved by such officers as the Board of Directors may prescribe. The Secretary/Treasurer shall deposit, or cause to be deposited, monies of NASTF to the credit of NASTF in such bank or banks as may be designated by the Board of Directors. The Secretary/Treasurer shall render an account to the Board of Directors when required and all books and accounts shall be open to the inspection of any member of the Board of Directors.Section 8. Past Chair. The Immediate Past Chair of the Board will serve in an ex-officio status with no vote for a period of up to four years, until another immediate past chair exists, commencing with the completion of his or her final term of service as an elected Board member.ARTICLE VIICOMMITTEESSection 1. Executive Committee. The Executive Committee shall be composed of the duly elected officers: Chair, Vice Chair, and Secretary/Treasurer plus the Immediate Past Chair. Subject to the approval of the Board of Directors, the Executive Committee shall have and exercise all powers of the Board of Directors in the management of the business of NASTF between meetings of the Board of Directors, except the power to fill vacancies in the Board of Directors and the power to amend the Bylaws of the corporation.Section 2. Nominating Committee. The Nominating Committee shall consist of the Immediate Past Chair as Chair of the Nominating Committee plus two additional members selected from the Board of Directors by the Nominating Committee Chair, to prepare slates for election of Directors and elective officers of the Board of Directors.Section 3. Other Committees. Other committees, not having and exercising the authority of the Board of Directors in the management of the corporation, may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Committee Chairs shall be appointed by the Board of Directors. Committee decisions are subject to approval by the Board of Directors.
ARTICLE VIIICONTRACTS AND CHECKSThe Board of Directors may authorize in writing any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument, including but not limited to checks, drafts, and notes, in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.ARTICLE IXAMENDMENTS TO BYLAWSThese Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the Directors present at any regular meeting or at any special meeting, provided that at least fifteen days written notice is given of the intention to alter, amend or repeal, or to adopt new Bylaws at such meeting and, provided further, that any such alteration, amendment, repeal or adoption is approved at a subsequent meeting of the voting members, who shall be given at least thirty (30) days prior written notice of such proposed alteration, amendment or repeal.ARTICLE XINDEMNIFICATIONThe corporation shall indemnify all officers and directors of the corporation to the fullest extent permitted by the District of Columbia Not-For-Profit Corporation Law, as amended, and shall be entitled to purchase insurance for such indemnification of officers and directors as determined from time to time by the Board of Directors of the corporation.