BYLAWS OF THE OHIO CHAUFFEURED TRANSPORTATION ASSOCIATION (OCTA)
ARTICLE 1: NAME AND PRINCIPAL OFFICE
Section A, Name: The name of this corporation shall be the OHIO CHAUFFEURED TRANSPORTATION ASSOCIATION (OCTA), a nonprofit corporation incorporated under the laws of the State of Ohio.
Section B, Office: The principal office of the OCTA shall be located within the State of Ohio until otherwise determined by the Executive Board. Additionally, offices shall be operated in such other locations as may be directed and determined by the Executive Board of the OCTA.
ARTICLE 2: PURPOSE
Section A, Purpose: The OCTA was established for the purpose of promoting best practices and ethical conduct within the chauffeured transportation industry. The purpose of the OCTA shall be set forth in its articles of incorporation, as amended. To achieve those purposes, the OCTA shall: (1) provide a statewide forum for the exchange of information and views by members of the OCTA; ( 2) provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; (3) advance the interest of the industry and its members; (4) to offer members state and local promotion and publicity; and (5) to perform such duties as will benefit the OCTA and its members.
ARTICLE 3: MEMBERSHIP
Section A, Types of Membership: There shall be the following types of membership in the OCTA:
ACTIVE OPERATOR MEMBER: The designation “Active Operator Member” shall apply to an individual, partnership, or legal entity, which meet the following qualifications:
· a. Is engaged in the chauffeured transportation business and has control of one or more vehicles, meeting all applicable licensing and regulatory requirements with respect to the use of its drivers, in which vehicles owned or operated by the Active Operator Member are offered on a prearranged basis to the public for-hire and travel over irregular routes.
· b. Are accepted for membership after the submission and verification of their USDOT number, Public Utilities Commission of Ohio (PUCO) number, and an ACORD Certificate of Insurance (COI) containing a fleet schedule listing the Ohio Chauffeured Transportation Association (OCTA) at 5890 Millwood Drive, Broadview Heights, Ohio 44147, named as the certificate holder demonstrating the necessary minimum coverages required by law.
· c. Have paid the dues as set by the OCTA Executive Board.
· d. Each Active Operator Member shall be entitled to one vote at meetings of the membership.
· e. Has their primary basis of operations in the State of Ohio.
ASSOCIATE MEMBERS: The designation “Associate Member” shall apply to any individual or entity that meets all of qualifications of a Regular Active Member except the primary basis of operations is outside the State of Ohio.
· a. All Associate members shall be entitled to attend all open meetings of the OCTA, providing that the Associate’s dues are paid, but shall not have the right to vote or hold an elective office in the Association.
VENDOR MEMBERS: The designation “Vendor Member” shall be distinguished as vendors, dealers, manufacturers, coachbuilders, and livery networks. These designations shall apply to individuals and entities that meet the following qualifications:
· a. Own or operate a trade or allied business in the United States of America and/or Canada, which provides products, merchandise or services related or necessary to, or reasonably required by, those owning or operating a chauffeured transportation business in the state of Ohio.
· b. Are recommended for membership by a majority of the members.
· c. Are accepted for membership by vote of the Executive Board of the OCTA.
· d. Pay any fees or dues established for that type of membership by the Executive Board.
· e. Vendor Members have no voting rights.
· f. Vendor Members are not eligible to hold positions on the Executive Board.
HONORARY MEMBERS: As appointed by the OCTA Executive Board, are any individual who has engaged in the chauffeured transportation business as an owner/operator, principal, stockholder, partner, or officer of a company so engaged and who is no longer associated with the industry through the sale of his/her interest, retirement, or other reason, may at the sole discretion of the Executive Board, be appointed an Honorary Member of the OCTA.
In considering persons for honorary membership, the Executive Board shall consider such person’s activities in, contribution to or potential contributions to the industry and the OCTA. Honorary Members shall be entitled to attend all open meetings of the OCTA but shall not have the right to vote or hold elective office.
Section B, Termination and/or Transfer of Membership: Any Active Operator Member who shall cease to be an owner of a limousine business shall automatically cease to be a member of the OCTA. Upon written request to the Membership Committee, they may elect a former Active Operator Member to have Honorary Membership, if approved by the Membership Committee and the OCTA Executive Board. Honorary Members are personal designations and are non-transferable.
Section C, Suspension and/or Expulsion: Members of any classification shall be automatically suspended for not paying the current year’s dues within the allotted time prescribed. Members may be expelled and/or suspended for cause by three-fourths (3/4) vote of those present at any meeting of the Executive Board. The Executive Board shall be the sole judge of sufficiency of such cause. Provided, that for a member to be suspended for cause, the member must be advised of the reason for suspension and given an opportunity to defend him or herself prior to the suspension. The member has thirty (30) days to respond to the matter. If after thorough investigation it is proven that an OCTA member has broken any applicable Federal, state, or municipal regulations, his or her membership and its benefits can be suspended for up to two years.
Section D, Reinstatement: Any former member who has resigned or has been suspended or expelled for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. However, a reinstated member must wait one (1) year from the date of reinstatement before applying for nomination to the Executive Board. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the current year’s dues as well as any application fee. Any other former member may be reinstated by the Executive Board at a time and upon such conditions as they may see fit.
Section E, Membership Directory: The OCTA membership directory shall be published annually and listed on the OCTA website.
ARTICLE 4: DUES
Section A, Amount and Due Date: The Executive Board shall establish all dues as well an application fee, if any, for all classes of membership. All dues are due and shall be paid within thirty days (30) of the membership period.
Section B, Delinquent Payment: Any of the OCTA members who are delinquent in the payment of dues for a period of thirty days (30) shall be notified of such delinquency and advised that the member will be suspended at the end of sixty (60) days of his/her due date. The member will be automatically suspended pursuant to Article 3, Section C, if payment is not made by the end of sixty days (60) from the due date. During a period of suspension, a member shall not be entitled to any services of the OCTA. Upon application the Executive Board, at its sole discretion, may postpone the due date of the dues of any member.
Section C, Refund of Dues: No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE 5: MEETINGS AND ELECTIONS
Section A, Meetings and Membership; Attendance, Quorum: Meetings of the OCTA shall be held in each calendar year on such date and such time and place as shall be determined by the Executive Board. The Executive Board may call special meetings of the OCTA on such dates and at such times and places as it determines with a ten (10) day notice. Each Active Operator, Associate, Operator Member, and Vendor Member who is not delinquent in the payment of its dues to the OCTA may attend all meetings of OCTA membership. Ten percent (10%) of the voting members of the OCTA, must be present in person or by proxy, and shall constitute a quorum. A quorum is required for the transaction of business at any regular or special meeting. A majority vote of those present, in person or by proxy, at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.
Section B, Notice of Membership Meetings: Notice of the date, time, place, and purpose of any meeting of the members of the OCTA shall be given in writing, by personal delivery, by electronic mail (email), or by United States mail, addressed to each member of the OCTA at the location address and/or email address on file with the OCTA not less than ten (10) days prior to the date fixed for such meeting.
Section C, Action by Members Without a Meeting: Whenever members are required or permitted to act by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote there on. Returned, counted, and published results will go to the Executive Board.
Section D, Voting by Regular Active Members and Registration: At any such meeting, each Regular Active Member of the OCTA, whose dues are fully paid for the current fiscal year, and who is properly registered, shall be entitled to one vote, either in person or by proxy.
Section E, Election of Officers: The election of officers will take place at the annually. The positions to be filled will be for one term – or until the next annual meeting – or until elected: President, Vice President, Treasurer, and Secretary.
Section F, Succession of Officers: In the event the President shall be unable or unwilling to serve in the office to which he/she has been elected, the person holding the position of Vice President will assume the position and duties of the Presidency for the remainder of the year. The person holding the position of Secretary will become the Vice President. The Board will vote to replace the position of Secretary at the next meeting of the Executive Board.
In the event the Vice President shall be unable or unwilling to serve in the office to which he/she has been elected, the procedure described above will apply.
In the event the Treasurer shall be unable or unwilling to serve in the office to which he/she has been elected, the Executive Board shall vote to replace the position of Treasurer at the next meeting of the Executive Board.
Section G, Order of Business: The order of business at all meetings of members shall be determined by the Executive Board.
ARTICLE 6: COMMITTEES
Section A, Committees: The Executive Board can create select committees at any time.
ARTICLE 7: OFFICERS
Section A, President: The President shall be the principal executive officer of the OCTA. The President shall preside at all meetings of the OCTA and the Executive Board. The President shall also serve as the chair and as a voting member of the Executive Committee, but shall also serve as a member, ex-officio, of all committees except the Nominating Committee. Finally, the President shall be responsible for the general management of the affairs of the OCTA and shall see that all orders and resolutions of the Board are carried into effect. Vendor members cannot hold a seat on the Executive Board.
Section B, Vice President: The Vice President shall perform the duties of the President in the event of the President’s inability to serve.
Section C, Treasurer: The Treasurer shall be the financial officer of the OCTA. The treasurer shall serve on any budget or finance committee which may be instituted by the President or the Executive Board and shall report to the Executive Board at all regular meetings and to the members concerning the finances of the OCTA.
Section D, Secretary: The Secretary shall attend all meetings of the members and the Executive Board. The Secretary is also the keeper of the seal and upon instruction by either the President or the Executive Board be authorized to use same.
Section E, Succession of Officers: In the event the President is unable or unwilling to serve in the office to which he/she has been elected, the person holding the position of Vice President will assume the position and duties of the Presidency for the remainder of the term. The person holding the position of Secretary will become the Vice President. The Executive Board shall vote to replace the position of Secretary at the next meeting of the Executive Board.
ARTICLE 8, FINANCE
Section A, Bank Accounts: The funds of the OCTA shall be deposited from time to time by the Executive Board. The Executive Board may provide for an account at any bank for the payment of expenses of the office of the OCTA and may provide for such conditions as two signatures for withdrawals and balances as the Executive Board may deem appropriate with one being the Treasurer.
Section B, Fiscal Year: The Executive Board shall prescribe the fiscal year of the OCTA.
Section C, Budget: The Executive Board shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the OCTA.
Section D, Financial Reports: The Treasurer shall furnish to the Executive Board, a financial report of the OCTA for the preceding calendar year, and at each meeting a financial update of the financial condition of the OCTA.
Section E, Audit of Accounts: The accounts of the OCTA shall be audited not less than annually by a certified public accountant who shall be appointed by the Executive Board.
ARTICLE 9, LIMITS ON LIABILITIES
Nothing contained herein shall constitute members of the OCTA as partners for any purpose. No member, agent or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent, or employee of the OCTA. Nor shall any member, officer, agent, or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.
ARTICLE 10, SEAL
The seal of the OCTA shall bear the name of the Ohio Chauffeured Transportation Association (OCTA).
ARTICLE 11, CONSTRUCTION
If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.
ARTICLE 12, DISSOLUTION
The OCTA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the OCTA, no part of said funds shall insure or be distributed to members of the OCTA. On such dissolution, the funds of the NEOCTA may be paid over to a successor created by the reorganization of the OCTA, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Executive Board.
ARTICLE 13, AMENDMENTS
The Bylaws of the OCTA may be amended by the voting members at any annual meeting, or at any special meeting called for that purpose. Voting can only take place when there is a quorum of the voting members as defined in these Bylaws in Article 5, section A.
Officially adopted by the Executive Board on 2.15.2023
Last amended 2.21.2023 to reflect charter amendment name change and executive board structure arrangement.
Last amended 3.22.2023 to reflect membership and committee changes.