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Electrical Rebuilder's Association Bylaws



ARTICLE I - NAME, PURPOSE

Section 1:
Name of the Association
The name of the organization shall be Electrical Rebuilder's Association.
Section 2:
Purpose of the Association
The purpose of the Electrical Rebuilder's Association is to further the electrical rebuilding industry by providing information and training to the members of the association and promote the professionalism and public awareness of the industry as a whole.

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ARTICLE II - MEMBERSHIP

Section 1:
Membership Conditions

In addition to other conditions set forth in these bylaws as they may be amended from time to time, all members shall be electrical rebuilders, suppliers of parts, equipment or cores, educators or associates of the automotive electrical rebuilding industry.

Continuing membership is contingent upon being up-to-date on membership dues. All members shall have an established business in North America.

Section 2:
Membership Classifications
Membership Classifications shall be:
  • Rebuilder: (company or individual involved in electrical rebuilding)
  • Supplier: (company that actively advertises for sales of parts and rebuilding equipment to electrical rebuilders)
  • Warehouse branch locations: (branch warehouse owned by a business that is already a supplier member)
  • Individual: (educator, publisher, retired technician, technician not actively employed or employed by industries related to the electrical rebuilding industry.)
Section 3:
Membership Privileges
In addition to other benefits that may be made available to members by action of the Board of Directors and committees, members in good standing of this Association shall receive:
  1. A Certificate of Membership
  2. Full access to the Electrical Rebuilder's Association website
  3. An annual subscription to The Electrical Rebuilder's Exchange newspaper.
  4. Discounted admission for 2 (two) rebuilders or individual members to the Electrical Rebuilder's Association-sponsored trade show.
  5. Reduced rates to attend organization-sponsored training events.
  6. Discounted pricing on association books and videos.

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ARTICLE III - BOARD OF DIRECTORS

Section 1:
Board Role,
Board Size,
Board Composition
The Board of Directors is responsible for the overall policy and direction of the Association. It shall delegate responsibility for the day-to-day operations to the Executive Board of Directors and committees.

The Board of Directors shall consist of the 12 (twelve) members listed below, at least 7 (seven) of which must be rebuilders.

The Executive Board of Directors shall consist of the President, First Vice President, Second Vice President, Secretary and Treasurer. (see Amendment 1)

  • President
  • First Vice President
  • Second Vice President
  • Secretary
  • Treasurer
  • Regional Vice President-Northeast
  • Regional Vice President-North Central
  • Regional Vice President-Northwest
  • Regional Vice President-Southeast
  • Regional Vice President-South Central
  • Regional Vice President-Southwest
  • Regional Vice President-Canada
Section 2:
Compensation
The Board of Directors positions are totally volunteer. Members of the Board of Directors shall receive no compensation. All Board of Director members are responsible for their own expenses. Board of Director members will not have to pay admission to Association-sponsored events when their presence is on behalf of the Association.
Section 3:
Terms
All Board of Directors shall serve 2 (two) year terms, but they are eligible for re-election.

The President, Second Vice President, three Regional Vice Presidents (SE, NC, SC) and Secretary shall be elected during odd-numbered years.

First Vice President, four Regional Vice Presidents (NE, NW, SW, CAN) and Treasurer shall be elected during even-numbered years.

All advisors and committee members shall serve for one year unless otherwise specified by the Board of Directors.

Executive Board Members shall serve in only one executive capacity. They are eligible to serve in other appointed positions.

Section 4:
Quorum
Sixty percent (60%) of any Board is needed to make a quorum. A quorum is required for the transaction of all business including the making and passing of motions.
Section 5:
Resignations,
Terminations,
Absences
Resignation from any Board must be in writing and received by the Secretary.

Any member of the Board of Directors may be removed for excess absences if he or she has 3 (three) or more unexcused absences from the Board of Directors meetings in one year. An absence shall be considered excused by a majority opinion of the Board of Directors.

A member of the Board of Directors may also be removed for other reasons by a three-fourths vote of the remaining Board of Directors.

Section 6:
Dues
The National Board of Advisors will set dues schedules for membership.
Section 7:
Standing
Committees
The Board of Directors shall establish and provide appropriate resources for Standing Committees and any other committees that the Board of Directors may deem necessary.

The Standing Committees shall be:

  • Technical Education
  • Nomination
  • Membership
  • Trade Show
  • Budget

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ARTICLE IV - MEETINGS OF MEMBERS

Section 1:
Robert's Rules
of Order
All meetings shall be conducted according to Robert's Rules of Order.
Section 2:
Annual
Meeting
An annual meeting will be held for the purpose of electing officers, adding to and amending the bylaws and conducting any business deemed necessary by the Board of Directors.

This meeting will be held in conjunction with the annual trade show, or within 60 (sixty) days notice, if a trade show is not scheduled.

The National Board of Advisors shall attend this meeting along with any other member of the Association deemed necessary by the President or the Board of Directors.

Section 3:
Nominations
and
Elections
Officers shall be nominated for the positions set forth in Article III section 1 of the Association bylaws.

The Nomination Committee shall identify members of the Advisory Board, Board of Directors and general membership of the Association with the skills, aptitude and abilities to perform the duties of the officers as listed and amended in these bylaws.

Identified nominees shall be presented to the National Board of Advisors for election. Identified nominees shall be encouraged to work closely with the incumbent officer to properly and adequately become familiar with the duties of the office for which they are nominated.

All nominees for the Executive Board shall have served a minimum of one term on the Board of Directors.

All nominees for the Board of Directors shall have served a minimum of one year on the National Board of Advisors or an active committee.

If a qualified member cannot be found to fill an open position, the Board of Directors may fill that position from the general membership at their discretion.

All nominees shall be Association members in good standing.

Section 4:
Meeting
Minutes
The Secretary shall assure that the minutes of each meeting are posted to the Electrical Rebuilder's Association website no later than 10 (ten) business days following all meetings.

The Secretary shall also send the minutes of these meetings to the National Board of Advisors and to any other member that requests them via e-mail, no later than 10 (ten) business days following the meeting.

Section 5:
Meeting
Agenda
The Secretary shall assure that a meeting agenda is posted to the Electrical Rebuilder's Association website no later than 5 (five) days prior to all meetings.

The Secretary shall also send the meeting agenda to the National Board of Advisors via e-mail no later than 5 (five) business days prior to all meetings.

Section 6:
Meeting
Voting
Only business items on the published agenda and those legally brought as new business shall be voted on at all meetings.
Section 7:
Special
Meetings
Special meetings of the Board of Directors shall be called upon the request of the President or sixty percent of the Executive Board of Directors or fifty percent of the National Board of Advisors.

The Secretary shall send out notices of special meetings to each Board member 2 (two) weeks in advance. These notices may be delivered via e-mail.

The Secretary shall also ensure that a notice is posted to the Electrical Rebuilder's Association website.

Section 8:
Emergency
Meeting
The Board of Directors, Board of Advisors, or any committee Chairperson may call an emergency meeting with other Board or committee members, by way of telephone or e-mail.

Emergency meetings will be held only to address issues that cannot be delayed by the time necessary to call a special meeting.

All business voted on at an emergency meeting must be approved at the next scheduled meeting or at a special meeting to be called immediately following the emergency meeting.

The Secretary shall ensure that a notice is posted to the Electrical Rebuilder's Association web site, no later than twenty-four hours after any emergency meeting by any Board.

Section 9:
Board of Directors
Meeting Frequency
The Board of Directors shall meet at least twice a year via conference call or other means deemed appropriate by the Board. These meetings shall not be closer than 4 (four) months and not more than 8 (eight) months apart.

The Board of Directors shall attend these meetings, along with any other member of the Association deemed necessary by the President or the Board of Directors.

Section 10:
Executive Board
of Directors
Meeting Frequency
The Executive Board of Directors shall meet at least, but not limited to, once a month via conference call or by other means deemed appropriate by the Board.

At least 2 (two) other members from the Board of Directors shall be invited to attend these meetings.

Any other member of the Association, deemed necessary by the President or the Board of Directors, may attend these meetings.

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ARTICLE V - ROLES AND RESPONSIBILITIES OF ASSOCIATON POSITIONS

    Overview of the Role and Responsibilities of the Executive Board of Directors
The Executive Board of Directors shall provide continuity for the Association by establishing a non-profit corporation for its legal existence. The Board shall represent the Association's interests through promotion of and advocacy for its products and services. The Board of Directors shall be responsible for:
  • Offering administrative guidance
  • Governing the Association by broad policies and objectives formulated and agreed upon by the Board of Directors, Board of Advisors and members
  • Assigning priorities and ensuring the Association's capacity to carry out programs by continually reviewing its work
  • Acquiring sufficient resources for the organization's operations and financing its products and services adequately
  • Accounting to the members for the products and services of the Association and expenditures of its funds
  • Providing for fiscal accountability, approving the budget and formulating policies related to contracts from the public or private resources.

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    Responsibilities of the Board of Directors
  • Support the Executive Board of Directors and monitor their performance
  • Ensure effective organizational planning
  • Ensure adequate resources
  • Manage resources effectively
  • Determine and monitor the Association's programs and services
  • Enhance the Association's public image
  • Serve as a Court of Appeal
  • Recommend the budget to the Executive Board of Directors.

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    Overview of the Role and Responsibilities of the National Board of Advisors
  • Regularly attend and participate in the National Board of Advisors meetings.
  • Make a serious commitment to participate actively in committee work.
  • Volunteer for and willingly accept assignments and complete them thoroughly and on time.
  • Stay informed about committee matters, prepare well for meetings and review comments on minutes and reports.
  • Get to know other committee members and build a collegial working relationship that contributes to consensus.
  • Participate in fund raising for the organization.
  • Monitor the performance of the Board of Directors.
  • Elect the Board of Directors.
  • Vote on recommended changes to the Association's bylaws.
  • Shall consist of at least 24 but not more than 30 members. (see Amendment 1)

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    ROLE AND RESPONSIBILITIES OF POSITIONS ON THE BOARD OF DIRECTORS
        President
  • Is a member of the Executive Board of Directors.
  • Provides leadership to the Executive Board of Directors.
  • Chairs meetings of the Executive Board of Directors, Board of Directors and the National Board of Advisors.
  • Appoints the chairpersons of committees in consultation with the Board of Directors.
  • Discusses issues confronting the Association with the Board of Directors.
  • Helps guide and mediate Executive Board of Directors actions with respect to organizational priorities and governance of the organization subject to the control of the Board of Directors.
  • Monitors financial planning and financial reports.
  • Informally evaluates the effectiveness of the Board of Directors.
  • Evaluates annually the performance of the organization in achieving its mission.
  • Performs other responsibilities assigned by the Board of Directors.
  • Shall be an ex-officio member of all committees.
  • Shall abstain from voting unless needed to break a tie vote.
  • (see Amendment 2)
        First Vice President
  • Is a member of the Executive Board of Directors
  • Performs President's responsibilities when the President cannot be available. (See President's job description)
  • Reports to the President and the Board of Directors
  • Works closely with the President and other Board of Directors members
  • Participates closely with the President to develop and implement officer transition plans
  • Performs other responsibilities as assigned by the Board of Directors
  • Shall audit the Treasurer at least annually
  • Is the chairperson for the Nominating Committee on odd-numbered years.
        Second Vice President
  • Is a member of the Executive Board of Directors
  • Performs President's responsibilities when the President and the First Vice President cannot be available. (See President's job description)
  • Reports to the President and other Executive Board of Directors members
  • Performs responsibilities as assigned by the Board of Directors
  • Is the chairperson for the Nominating Committee on even-numbered years.
        Regional Vice President
  • Is a member of the Board of Directors.
  • Shall represent the members of his/her region.
  • Shall bring issues to the Board of Directors that affect the overall direction of the Association .
  • Shall promote and encourage participation and membership from his/her region.
  • Shall be responsible for helping with Association events in his/her region.
  • Shall be available to serve as a member of at least one committee.
  • Shall be an active participant at the Association's trade show.
        Secretary
  • Is a member of the Executive Board of Directors.
  • Maintains records of the Executive Board of Directors and ensures effective management of the Association's records.
  • Records and manages the minutes of the meetings of the Executive Board of Directors, the Board of Directors and the National Board of Advisors.
  • Ensures that minutes are distributed according to the bylaws.
  • Is sufficiently familiar with legal documents (articles, bylaws, IRS letters, etc.) to note their applicability during meetings.
  • Shall prepare and post the agenda as required by the bylaws.
  • Shall ensure the meeting facilities are prepared.
  • Shall prepare and maintain a membership roster and issue certificates to such, as directed by the Treasurer if for any reason this responsibility cannot be met by the office manager.
        Treasurer
  • Is a member of the Executive Board of Directors.
  • Chairs the Budget Committee.
  • Administrates fiscal matters of the Association.
  • Provides annual budget information to the Board of Directors in order to prepare the annual budget.
  • Ensures development and board review of financial policies and procedures.
  • Provides printed financial reports to the Board of Directors at the annual meeting.
  • Shall be responsible for filing all necessary tax returns and documents.
  • Shall be responsible for collecting and accounting for all funds collected by the Association.
  • Shall collect annual dues assessments from the membership.
        Committee Chair
  • Sets the tone for the committee work.
  • Ensures that all committee members have the information needed to do their jobs.
  • Oversees the logistics of the committee's operations.
  • Reports committee actions and suggestions to the Board of Directors.
  • Reports to the National Board of Advisors on committee decisions and recommendations.
  • Works closely with the President and other staff as agreed to by the President.
  • Assigns work to the committee members, sets the agenda, runs the meetings and ensures distribution of meeting minutes.
  • Initiates and leads the committee's annual evaluation.
        Overview of responsibilities of standing committees
  • Technical Education Committee - Develop and coordinate training seminars.

    Work with the publication and website directors to develop technical training literature for the Electrical Rebuilder's Association website and other various media form.

  • Nomination Committee - Shall be chaired by the First Vice President in odd-numbered and by the Second Vice President in even-numbered years.

    Committee members shall become familiar with the members of the Association and the work required of its officers and committees.

    The committee shall provide opportunities for the entire membership to suggest candidates for all positions.

    The Nomination committee shall consult with and advise various committee chairpersons, the President and the Board of Directors on all possible candidates.

    The committee shall make suggestions for the filling of vacancies among Board members. The committee shall solicit and compile a list of nominees to be presented and elected in accordance with the provisions of these bylaws.

  • Membership Committee - Increase and retain membership through membership drives and interaction with existing members. Research and outline membership benefits to add value for members and present these findings to the Board of Directors for consideration.

  • Trade Show Committee - Shall be chaired by the Regional Vice President for the region in which the trade show is being held that year.

    Will work with the Board of Directors and committee chairs to establish a positive presence at industry-related trade shows in which the Board of Directors chooses to participate.

    Shall coordinate and execute the needed elements for the Electrical Rebuilder's Association booth.

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AMENDMENT 1

(passed March 26,2006 in Charlotte, NC)

Under, Overview of the Role and Responsibilities of the National Board of Advisors, change the last item to read: "Shall consist of at least 30 members"

Under, Article III, Section 1, add: "Membership on any board shall be limited to one member per organization"


AMENDMENT 2

(passed April 29,2007 in Portland, OR)

Under, Article V, Role and Responsibilities of the Board of Directors, President: "Shall remain as a non-voting member of the Executive Board"


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