ARTICLE I
Name and Address
Section I: The name of the Association shall be MOTORCOACH ASSOCIATION
OF SOUTH CAROLINA.
Section II: The principal office of the Association shall be located in the state of
South Carolina at a location determined by 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 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 service.
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 Public Service Commission or other regulatory bodies
having jurisdiction and supervision of passengercarrier 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:
A.) Operator Members
B.) Associate Members
C.) Tour Operators
D.) Honorary Members
Section II: Operator Members: Any person, firm, corporation, or business
venture of any form owning and/or operating one or more motorcoaches under the
authority of the State of South Carolina for the purpose of transporting passengers
regulated by State or local authority, or charter, tour or sightseeing service pursuant
to State authority shall be eligible for Operator Membership.
Section III: Associate Members: Any person, firm, corporation, or business
venture and in any form engaged in any major business incident 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 IV: 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 market place privileges as a buyer. Any person, or company
as described above desiring consideration for tour operator membership in MCASC
may submit a written application to the Board of Directors demonstrating that the
following membership criteria have been satisfied:
A. The applicant has been engaged in packaging tours requiring
charter services of operator members of
MCASC, but does not own or operate motor coaches.
B. The applicant has obtained two letters of recommendation from
current operator members.
C. 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.
D. A credit check may be requested by the board for any Tour Operator
applying for membership.
E. 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 general liability insurance; and a company federal tax identification number.
Section V: Honorary Members: Any person who has performed exemplary service
to the motorcoach industry in the State of South Carolina shall be eligible for Honorary
Membership upon approval by the Board of Directors.
Section VI: Approval of Membership: The Board of Directors, by a majority vote
of those present at any duly constituted meeting, may approve all Operator Members,
Associate Members, and Tour Operatormembers. Applications for 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.
Section VI: 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 VII. 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 purposes of this Section 5, 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.
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. In addition to base annual dues the
Board of Directors at a regular called meeting may include dues based upon the number of
motorcoaches owned or operated in South Carolina according to the following members:
a) 1 – 4 motorcoaches
b) 5 or more motorcoaches
Section II: Associate Members (and Travel Planner Members):
The annual dues of associate members shall be set by the Board.
Section III: Tour Operator Members:
The annual dues of tour operator members shall be set by the Board.
Section IV: Payment: Dues of 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.
Section III: Notice of Meetings: Notice of the time and place of every meeting shall
be mailed at least ten (10) days previous thereto each Operator Members who shall have
provided a written address to the Secretary of the Association.
Section IV: Quorum: One-fourth of the Operator Members, present in person or
represented at any meeting duly called, shall constitute a quorum for the transaction of
business.
Section V: At any meeting of the members each Operator Member shall be entitled
to one vote in person.
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 By-Laws,
all of the 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 twelve (12) operator members, eight (8) of whom shall hold
office for a term of two years and four of whom shall be the president, vice president,
secretary-treasurer, immediate past president, and a number of Associate Members
as determined by the Board. The majority of the Board of Directors shall constitute a quorum.
An operator member must be associated with a company whose primary place of
business is in South Carolina, must be in good standing with the Association for at
least two (2) years, must have at least five (5) years experience in the motorcoach industry,
and must have at least three (3) years in a position of ownership or management.
Section III: Election of Directors: The Directors shall be elected by the
operator membership at the annual meeting of members. Four directors shall be elected
each year on a rotating basis for a two-year term. Any director who loses her/her qualification
as an operator member as defined in Article III, Section II may at the discretion of the
Board of Directors be removed from the Board of Directors by a majority vote of the
remaining directors. The members at any regular or special called meeting, by majority vote
of all Operator Members, may remove any Director.
In the case of any increase in the number of Directors, or in case of a vacancy,
additional Directors may be elected. All vacancies shall be filled by the Directors then in
office or by the members at an annual or special meeting, but until the vacancies are filled
by the election of Directors, 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: Meeting 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 his 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,
one or more vice presidents, a secretary-treasurer, and the immediate past president.
The president, vice president or vice presidents and secretary-treasurer shall be elected
by and from the membership at the annual meeting of members for term of one year, and
may be eligible for reelection for one additional term.
Section II: The Board of Directors may employ an Executive Vice President 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 agreement. 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 in the interim between sessions of the Annual Meeting.
The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer
and the Immediate Past President.
Section IV: Duties: The officers of the Association shall have such duties as provided
for in the By-Laws, as well as such powers and duties as from time to time shall be conferred
by the Board of Directors. The Executive Director shall give due and timely notice of all
Director’s meetings, keep complete and accurate minutes of all meetings, coordinate the
work of the various committees and officers, arrange for the Annual Meeting, Seminars and
other meetings as directed by the respective committees and/or officers, and perform such
other duties pertaining to the objectives of the Association as directed by the President
and/or the Board of Directors.
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 By-Laws.
ARTICLE VIII
Committees
SECTION I: Nominating Committee.
The nominating committee shall be appointed by the President. The Nominating Committee
shall be charged with the responsibility of certifying each applicant’s qualifications as outlined in
Article III, Section II and ensuring that the Board of Directors reflects the diversity of the industry;
that is, company (operation) size, race, gender, and location within the state.
Should the Nominating Committee be unable to secure four (4) new qualified Directors each year,
a Director who would otherwise be rotated from the Board may be authorized to serve an additional term.
When possible, this exception should be avoided.
SECTION II: 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, consisting of not less than two directors. The members, terms and authority of
such committees shall be as set forth in Board resolutions or Presidential actions establishing them.
SECTION III: 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 IV: 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 V: 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 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 VI: 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
There shall be an independent audit made annually of the financial records of the
Association by an auditor who shall be appointed by the Board of Directors.
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.
Amended 8-17-04; Amended 2-20-06; Amended 5-23-06