Association Bylaws

Article I. Name and Address

Section I:  The name of the Association shall be Motorcoach Association of South Carolina.
Section II: The official address of the Association shall be located in the State of South Carolina at a location determined by the Board of Directors.  The office location shall be at the discretion of the Executive Director with approval of the Board of Directors.

Article II. Purposes

The purposes of the Association shall be as follows:

1. To promote and encourage the business of transporting persons by commercial motor vehicle between fixed termini, on regular schedules, charters and tours, or for special purposes, to serve the best interests of the motorcoach industry, the public and the members of the Association.
2. To advocate the enactment of just and proper laws regulating the motor transportation industry.
3. To protect the motorcoach industry from encroachments, discriminations, undue and improper interference, and inequitable and improper taxation.
4. To promote closer relations and cordial cooperation among the members and the motorcoach industry.
5. To promote friendly relations with and secure the cooperation and good will between the public and the motorcoach industry.
6. To promote quality transportation and related services.
7. To promote the construction of roads and streets of proper width and grade and of such material and over such routes that will promote the maintenance, repair and improvement of all roads and streets used for motor transportation.
8. To cooperate with the South Carolina Public Service Commission or other regulatory bodies having jurisdiction and supervision of passenger carrier motor vehicles, by the State of South Carolina and local jurisdictions.
9. Provide education programs to improve safety, conveniences and service of the motor transportation industry and to best serve the interest and welfare of the general public and the motorcoach industry.

Article III. Membership

Section I:  Classes of Membership:  The membership of the Association shall consist of the following:

1. Operator Members
2. Out-of-State Operator Members
3. Associate Members
4. Tour Operators
5. Honorary Members

Section II:  Operator Members:  Any person, firm, corporation, or business venture of any form owning and/or operating one or more commercial passenger vehicles with a capacity of 8 or more passengers and come under regulation of FMCSA.  The operators of these vehicles may also come under the authority of the State of South Carolina for the purpose of transporting passengers regulated by State or local authority, for charter, tour or sightseeing service pursuant to State authority, shall be eligible for Operator Membership.  The Board of Directors will assign new members to a district and may change an existing member’s district assignment in order to maintain as equal a distribution of operator members in each district as possible.  Any person or company as described above desiring consideration for operator membership in MCASC may submit a written application to the Board of Directors demonstrating that the following membership criteria have been satisfied:

1. The applicant has obtained two (2) letters of recommendation from current operator members.
2. The applicant has read, understood and signed a copy of the most recent version of the MCASC Code of Ethics for Operator Members (“Code of Ethics”), the terms of which are incorporated by reference herein as if fully set forth.
3. The applicant has provided a copy of his/her operating authority for intrastate and/or interstate passenger transportation and a certificate of insurance directly from the insurance agent, broker, or company certifying a minimum of $1 million for intrastate operations and/or $5 million for interstate operations in automobile liability coverage.
4. The applicant has a satisfactory safety rating from Federal Motor Carrier Safety Administration, if applicable.

Section III:  Out-of-State Operator Members:  Any person or company as described in Section II above from another State desiring consideration for operator membership in MCASC may submit a written application to the Board of Directors demonstrating that the following membership criteria has been satisfied:

1. The applicant has obtained two (2) letters of recommendation from current operator members.
2. The applicant has read, understood and signed a copy of the most recent version of the MCASC Code of Ethics (“Code of Ethics”), the terms of which are incorporated by reference herein as if fully set forth.
3. The applicant has provided a copy of his/her operating authority for intrastate passenger transportation for his/her home state, and/or operating authority for interstate passenger transportation, and a certificate of insurance directly from the insurance agent, broker, or company certifying the minimum coverage as required by their home state for intrastate operations and/or $5 million for interstate operations in automobile liability coverage.
4. The applicant has a satisfactory safety rating from the Federal Motor Carrier Safety Administration, if applicable.
5. Out-of-State Operator Members are not eligible to vote.

Section IV:  Associate Members:  Any person, firm, corporation, or business venture and in any form engaged in any major business incidental to the motorcoach industry in South Carolina shall be eligible for membership in a non-voting status.  The Board of Directors of the Association shall determine the number of associate membership representatives to serve on the Board of Directors of the Association.

Section V:  Tour Operator Members:  A firm, corporation or business that engages in the purchase of services and products from the members of the Motorcoach Association of South Carolina for the purpose of packaging tours.  Tour Operator Members shall have all privileges afforded Associate Members and shall be granted marketplace privileges as a buyer.  Any person or company as described above desiring consideration for tour operator membership in MCASC must submit a written application to the Board of Directors demonstrating that the following membership criteria have been satisfied:

1. The applicant has been engaged in packaging tours requiring charter services of operator members of MCASC, but does not own or operate motorcoaches.
2. The applicant has obtained two letters of recommendation from current operator members.
3. The applicant has read, understood and signed a copy of the most recent version of the MCASC Code of Ethics for Tour Operator Members (‘Code of Ethics’), the terms of which are incorporated by reference herein as if fully set forth.
4. A credit check may be requested by the Board for any Tour Operator applying for membership.
5. The applicant has provided a copy of his/her business license, if applicable; copy of registration with the Office of the Secretary of State; proof of a minimum of $1 million in errors and omissions insurance; and a company federal tax identification number.

Section VI:  Honorary Members:  Any person who has performed exemplary service to the motorcoach industry in the State of South Carolina shall be eligible of Honorary Membership upon approval by the Board of Directors.

Section VII:  Approval of Membership:  The Board of Directors, by a majority vote of those present at any duly constituted meeting, may approve all Operator Members, Out-of-State Operator Members, Associate Members, and Tour Operator members.  The Board of Directors may approve all Associate Members, Tour Operator members, Out-of-State Operator members, and Honorary Members by electronic means (email and/or facsimile) provided that there is no objection, which will result in pending status until the next scheduled meeting of the Board of Directors.  Applications for Operator, Out-of-State Operator, Associate, or Tour Operator membership shall be made upon such forms as the Board of Directors from time to time may prescribe and each shall be a member in good standing upon payment of dues and application approval.  If membership is denied for any reason, the applicant may reapply for membership in one (1) year from date of denial.

Section VIII:  Voting:  Only members, whose dues are current, shall be entitled to vote, and each member shall have only one vote per firm, corporation, or business venture as set forth in Section II.

Section IX:  Censure, Suspension and Expulsion of Members:  The Board of Directors shall, in its discretion, have the authority to censure, suspend or expel any operator or associate member for cause.  For purpose of this Section IX, the term “cause” shall include, without limitation, a violation of the MCASC Bylaws or the applicable Code of Ethics, failure to maintain compliance with applicable membership criteria, or failure to timely pay dues or other membership fees and assessments.

At any regular or special meeting, the Board of Directors shall, upon motion of any director or upon prior written request of any current member, review and consider information that may show or establish cause for censure, suspension or expulsion of a member.  The Board of Directors may, in its sole discretion, determine that no cause for censure, suspension or expulsion exists or that further inquiry is justified, in which case the Board of Directors shall send written notice to the member subject to inquiry briefly summarizing the nature of the assertions against the member and the information on which they are based and requesting a written response within ten days.  In addition, the Board of Directors may conduct such other investigation as it deems appropriate.  At its next regular or special meeting, the Board of Directors shall review and consider all information obtained or submitted with respect to the assertions against the member, including, without limitation, any written response received from the member.  The Board of Directors may, in its sole discretion, determine that no cause for censure, suspension or expulsion exists or notify the member in writing of a proposed action to censure, suspend or expel such member and the reasons therefore and setting a time and place for the member to appear before the Board of Directors in order to respond to the proposed action.  The member may also submit any additional written information or materials prior to or at this meeting.  Within ten days after such meeting, the Board of Directors shall in its discretion, determine, which determination shall be final, whether to censure, suspend or expel the member or to take no further action and issue a written notice of such decision to the member.  Any final action to censure, suspend or expel a member shall be effective upon issuance of such notice.
           
Section X:             Contingency for Continuous Active Membership: In the event an Operator Member is determined not to be in a qualified status (Article III, Section I), such member may request, in writing, a contingency status.  Such a request must fully explain the reasons and must be approved by the Board of Directors.  The contingency may be granted for a period of six months, and the Operator Company may continue it’s membership and all associated obligations, including but not limited to payment of dues, Board of Directors (if applicable), attendance at all meetings and voting privileges.
The contingency status may be extended by the Board of Directors, for an additional six months, if deemed appropriate.
At the end of the contingency status, the Operator Member must be in full compliance with all membership qualifications as outlined in the Bylaws or may reapply at a later date for membership.  All privileges and obligations will terminate at the end of the contingency status, unless fully qualified. All dues payments will be non-refundable.

Article IV. Dues

Section I:  Operator Members:  The annual dues of Operator Members shall be a minimum of Two Hundred and Fifty Dollars ($250) per year. 

Section II:  All Other Members:  The annual dues of associate, tour operator, and out-of-state operator members shall be set by the Board of Directors.
           
Section III:  Payment:  Dues of Operator, Out-of State Operator, Associate, and Tour Operator members shall be on an annual basis and payable for a full calendar year.

Article V. Meetings of Members

Section I:  Meetings:  All meetings of the members and the annual convention shall be held at such time and place as may, from time to time, be fixed by the Board of Directors.

Section II:  Special Meetings:  Special meetings of the members for any purpose or purposes may be called at any time by the President, by the Board of Directors, or a majority thereof, or by not less than ten percent (10%) of the Operator Members at the time.  At a special meeting no business shall be transacted and no action shall be taken other than that stated in the notice of such meeting. In the event it is requested by an operator member and determined by the Board of Directors that an independent third-party moderator may be required to preside at such a meeting, the Board of Directors shall appoint the moderator. The moderator shall preside at such a meeting, without offering opinions or suggestions to the discussion by the operator members.

Section III:  Notice of Meetings:  Notice of the time and place of every meeting shall be mailed, by certified mail, at least ten (10) days previous thereto each Operator Member who shall have provided a written address to the Secretary of the Association.

Section IV:  Quorum:  One- third of the Operator Members, present in person or represented at any meeting duly called, shall constitute a quorum for the transaction of business of the Association.

Section V:  At any meeting of the members each Operator Member shall be entitled to one vote in person/company.

Section VI:  Absentee Vote:  Any Operator Member may by written ballot executed by the Operator Member, submit an absentee vote for certain membership voting.  The Operator Member must request the absentee ballot, concerning any issue, which has been presented or published prior to the scheduled membership meeting and to be voted on at said meeting.  The executed absentee ballot may be mailed or hand delivered to the Association Secretary-Treasurer prior to the vote by the membership.   The Association shall provide a self-addressed envelope for such purpose.  The Secretary-Treasurer shall open the absentee ballot at the time of the vote, and either read the vote into the record or, in the case of the election of officers, give the ballot to the nominating committee for tabulation.  The absentee vote may only be considered, for the purposes of any vote, as the initial vote, and may not be used for subsequent votes on an issue or officer election, if such voting may be required.

Article VI. Directors

Section I:  General Powers:  The property, affairs committees and business of the Association shall be managed by the Board of Directors and, except as otherwise expressly provided by law or by the Certificate of Incorporation, or by these Bylaws, all powers of the corporation shall be vested in said Board.

Section II:  Number and Qualification:  The number of directors constituting the Board of Directors shall be ten (10), three (3) from each of three districts plus the immediate past president.  This number may be as many as thirteen (13) if the newly elected officers are not serving a term on the current Board for their district.  The majority of the Board of Directors shall constitute a quorum.

In order to qualify, a Board nominee must be associated with a member company whose primary place of business is in South Carolina, must be in good standing with the Association for at least two (2) years, the nominee must have at least five (5) years experience in the motorcoach industry, and at least three (3) years in a position of ownership or management.

Change of Employment by a Member of the Board of Directors: Any Board of Director’s member, who otherwise qualifies, and is currently on the Board of Directors, may continue to serve if:

1. The board member changes employment from a qualifying Operator Member to another qualifying member, provided that member does not have a current Board position, within thirty (30) days. Or
2. The board member changes employment from a qualifying Operator Member to a non-member operator, provided the company becomes a qualified member and is approved by the Board of Directors at its next regularly scheduled meeting.

Section III:  Election of Directors:  Operator members for the Board of Directors shall be elected by and from three (3) districts.  The three (3) districts shall be designated: Low Country, Mid-State and Upstate.  The member from each district with the most seniority on the Board shall be responsible for calling a district meeting each year for the purpose of electing a new Board member no later than June 15th each year.   Each member is to be elected for a three-year term, rotating one third of the Board each year.  In the event there is no new willing and able member from the district, members may serve more than one term.  All vacancies shall be filled by the appropriate district.  Until the vacancies are filled, the total number of Directors of the Association for the purpose of determining a quorum shall be the number of Directors actually elected and serving at the time of any given meeting.

Section IV:  Meetings of Directors:  Meetings of the Board of Directors shall be held at places and at times fixed by the Board or upon call of the President, and the Secretary or officer performing  their duties shall give due notice of all meetings of the Directors as provided for in Article V, Section III.

Section V:  Attendance by Directors:  If a member of the Board of Directors fails to attend two consecutive meetings of the Board of Directors, service is terminated subject to review by the Board of Directors.

Article VII. Officers

Section I:  Election:  The officers of the Association shall consist of a President, a Vice President(s), a Secretary-Treasurer and Immediate Past President.  An officer of the Association must be an Operator Member in good standing, and must have served on the Board of Directors for at least one term.  All officers, with the exception of the Immediate Past President shall be elected by the membership at the annual meeting for a term of one year.  All officers, individually or collectively, may be re-elected or appointed for additional terms.  An officer may be a current or newly elected Board of Directors member, but it is not a requirement for election as an officer.  All officers shall be considered a member of the Board of Directors (see Article VI, Section II).

All nominations for officers will be provided to the nominating committee (see Article VIII, Section 1), for ballot preparation.

Should the office of President become vacant, the Vice President shall assume the position of President for the remainder of the unexpired term. Should any other officer position become vacant, for any reason, the position shall be filled by the Board of Directors until the completion of the term elected.

The officers shall be elected by the Operator Members, by secret ballot(s), provided by the nominating committee.  Each officer shall be elected independently of all other officers.  An officer shall be considered elected by a plurality vote of the membership.  The nominating committee shall count all ballots to determine the results of each officer election.

Section II:  The Board of Directors may employ an Executive Director who shall be a non-voting ex-officio member of the Board of Directors.  Other offices, including an Executive Secretary, Counsel, or one or more Assistant Secretaries and Assistant Treasurers may be appointed by the Board of Directors and shall hold office to such term as may be designated by the Board of Directors not withstanding contracts or agreements.  Any officer of the Association may be removed with or without cause, by a resolution passed by affirmative vote of a majority of all of the Directors at a regular called meeting with notice of action as provided for in Section III of Article V.

Section III:  The officers of the Association shall be called the Executive Committee which shall administer the affairs for the Association and perform such duties as provided by the Board of Directors..  The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer and the Immediate Past President.

Section IV:  Duties:  The duties of each officer shall be as provided for in the Bylaws, and as required by any applicable state or federal law.

President:  The President will serve as the Chief Executive Officer of the Association and preside over all regular, annual, called or special meetings of the Executive Committee, Board of Directors and Membership. The President shall appoint committees as necessary as well as their chairperson and members.  The President shall perform any and all such duties as prescribed by the Board of Directors.
Vice President: The Vice President shall serve as the President, in the absence of the President, at all meetings as outlined above.  The Vice President shall serve as the chairperson for the Annual Meeting Committee.  The Vice President shall perform any and all such duties as provided by the President and the Board of Directors.
Secretary-Treasurer:  The Secretary-Treasurer shall be responsible for all meeting minutes, and financial oversight for the Association. The Secretary-Treasurer shall serve as chairperson of the Finance Committee.  The Secretary-Treasurer shall prepare and submit all meeting minutes and financial information as required by the Board of Directors. 
Immediate Past President:  The Immediate Past President shall serve on the Board of Directors until such time as a new President is elected, and is replaced by the immediate past president.
Executive Director:  The Executive Director shall serve at the discretion of the Board of Directors and shall be contracted on an annual “Contract for Services” basis, by the Board of Directors.  This position is a non-voting member of the Board of Directors.  The Executive Director shall perform all such duties as provided for by the Board of Directors, Officers and the annual contract.
Parliamentarian:  The Parliamentarian shall be appointed by the President for a term of one year and serve as a non-voting member of the Board of Directors.  The Parliamentarian shall assure that all official meetings of the Association, Board of Directors, Executive Committee and all other committees are conducted in accordance with Robert’s Rules of Order.
           
Section V:  Compensation:  The compensation, if any, of any officer or employees of the Association shall be fixed by the Board of Directors.

Section VI:  Vacancies:  Should the office of President become vacant during any term, the Vice President shall assume the office of President and the Board of Directors shall appoint from the board members a Vice President, for the remainder of the unexpired term or until the next annual meeting of the Association whichever comes first at which time officers will be elected in accordance with these Bylaws.  Should the office of Vice President become vacant during any term, the Board of Directors shall appoint from the board members a Vice President for the remainder of the unexpired term or until the next annual meeting of the Association, whichever comes first at which time a vice president will be elected in accordance with these by-laws.  Should the office of Secretary-Treasurer become vacant during any term, the Board of Directors shall appoint from the board members a Secretary-Treasurer for the remainder of the unexpired term or until the next annual meeting of the Association, whichever comes first at which time the secretary-treasurer will be elected in accordance with these by-laws.  Should the office of immediate past president become vacant during any term, the office  shall be filled by the previous immediate past president.

Article VIII. Committees

Section I:  Nominating Committee:  The Immediate Past President shall chair the nominating committee.  The nominating committee shall be appointed by the President.  The nominating committee shall solicit, receive and compile all nominations for all officers of the association, from the membership in a manner determined by the committee.  Each Operator Member may submit one name per position as their nominee, but the same name may be submitted for more than one position. The committee shall determine the qualifications and desire to serve of each nominee. The committee shall prepare the slate of nominees and ballot(s) for each position to be presented to the membership at the annual meeting. The nominating committee shall count all votes to determine the results of each officer election.

Section II:  Finance Committee:  The Secretary-Treasurer shall be chairman of the Finance Committee.  The members of the Finance Committee shall be appointed by the President.  The Finance Committee shall be charged with the responsibility of review of financial records of the Association on a monthly, quarterly, annual or other regular basis as determined by the chairman of the committee.

Section III:  Executive Committee:  The President shall be chairman of the Executive Committee.  The members of the Executive Committee are as defined in Article VII, Section III.  The Executive Committee is charged with the responsibility of ensuring that the initiatives and directives of the Board of Directors are carried out in a form and manner as instructed by the Board of Directors.

Section IV:  Annual Meeting Committee:  The Vice-President shall be the chairperson of the Annual Meeting Committee.  The members of the Annual Meeting Committee shall be appointed by the President of the Association.  The committee will be responsible for the planning, coordinating and implementation of the Annual Meeting of the Association, with the approval of the Board of Directors.

Section V:  Other Committees:  The Board of Directors by a duly adopted resolution of the President in the furtherance of their executive duties may establish such other standing or special committees, as they might deem advisable, chaired by a member of the Board of Directors.  The members, terms and authority of such committees shall be as set forth in Board resolutions or Presidential actions establishing them.

Section  VI:  Meetings:  Regular and special meetings of any committee established pursuant to this Article VII may be called and held subject to the same requirements with respect to time, place and notice as are specified in these bylaws for regular and special meetings of the Board of Directors.

Section VII:  Quorum and Manner of Acting:  A majority of the members of any committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting.  The action of a majority of those members present at a committee meeting at which a quorum is present shall constitute the act of the committee.

Section VIII:  Resignation and Removal:  Any member of a Board of Directors or President’s committee may resign at any time by giving written notice of his/her intention to do so to the President or the Secretary-Treasurer of the MCASC, or may be removed, with or without cause, at any time by the Board of Directors or President, whichever originally appointed the member.

Section IX:  Vacancies:  Any vacancy occurring in a committee resulting from any cause whatever may be filled by the Board of Directors or President, whoever established the committee.

Article IX. Seal

The corporate seal of the Association may consist of two concentric circles between which are the words “Motorcoach Association of South Carolina” and in the center, the word “Seal”.

Article X. Amendments

These By-Laws may be amended, repealed or altered, in whole or in part, by a majority vote of a quorum at any annual meeting of the members or a special meeting of the members when such action has been announced in the call and notice of such meeting.

Article XI. Annual Audit

  The financial records of the Association shall be compiled by an independent accountant at the end of the fiscal year and the compilation shall be approved by the Board of Directors.  The Board of Directors may, at its discretion, require a complete financial audit.

Article XII. Dissolution

The Association shall use its funds only to accomplish the objects and purposes specified in these By-Laws and no part of said inure, or be distributed to the members of the Association.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.

Article XIII. Meeting Procedures

All meetings will be conducted by Robert’s Rules of Order.

Bylaws amended February 2008; approved by the membership February 2008.