The CTTA Board worked with the President, Executive Committee, General Counsel, CTTA staff, and CTTA membership for more than two years to update and modernize the CTTA bylaws in order to facilitate the continued growth of the Association, while ensuring the Board fulfills its oversight responsibilities required under law. At the CTTA Membership Meeting on October 8th, the CTTA membership formally adopted the bylaw revisions. Included with this letter are the revised CTTA bylaws. For your convenience, we have summarized some of the key revisions to the CTTA bylaws below. This is only a summary, and each member is encouraged to review the entire bylaws.
In order to enforce chapter compliance without compromising a member’s fundamental right to vote for Board representation, the bylaws split up the 2 previous roles of a chapter: 1) Voting District – will exclusively perform the role of establishing geography-based representation on the Board; and 2) Chapter – will perform the educational forum role and would need to meet certain requirements prior to the expenditure of funds or other decision-making. While this change is important from a procedural perspective, CTTA expects that the general membership will actually notice very few changes during this transition. Here’s some further details on this change:
Overview: Each member will belong to a geographical “Voting District” nearest the member’s principal place of business to exclusively vote for a CTTA Board representative. Your Voting District will be identical to your previous chapter’s boundaries.
Election process: Each voting district will vote for its CTTA Board representative each even numbered year. The previous formula used for calculating the number of Board representatives each chapter gets will also be used for Voting Districts.
Definition: “an organizational unit of the Association, which may be based upon geographic boundaries, various types of operations within the towing industry, or other defining characteristics, as approved by the Board, that fulfils the mission of the Association and provides its members the opportunity for professional development and education.”
Permissible activities: facilitate the professional development and education of its members, including but not limited to, the discussion of issues, exchange of ideas, and establishment of professional and social relationships in order to promote the mission and ideals of the Association.
Establishment: consistent with previous bylaws, can be formed by the Board upon a petition from 10 members.
Can “grandfather” existing chapters, or a portion thereof, upon a petition to the Board, but each member would have the right to opt out.
Chapter Officers: Must have a Chair (rather than President), Secretary & Treasurer – Must be members in good standing
Voluntary: Membership in a Chapter would be voluntary, can be a member in more than one Chapter
Meetings: Must be regular, actively involving the full Chapter membership, and legally-compliant
Minimum of 2 properly noticed meetings per year
Minutes must be recorded of any actions and promptly delivered to the state office
Quorum: 10% of Chapter membership will be necessary to take any action provided prior notice of general nature is given in advance.
Vote threshold: a majority vote of those present to take action
Chapter Funding & Accountability
Dues: Member can choose which Chapter he or she wants Chapter funds to go to.
Banking and Financial Controls:
“The Board of Directors shall adopt a financial accountability policy to ensure any expenditure of Chapter funds is exercised in a manner that accomplishes one or more permissible activities of a Chapter described in section 6.3 and is subject to the ultimate direction and control of the Board of Directors.”
Excess Chapter Funds:
Any unspent Chapter funds above $5000 at the end of the year (absent a reauthorization request) will revert back to the Association’s general fund
If a Chapter goes inactive, then all Chapter funds will revert back to the Association’s general fund
“A Chapter may be deemed inactive by the Board of Directors for failing to comply with any of the provisions of this Article 6.”
Revisions to the composition of the Board itself were also necessary and the bylaws are structured in a way that does not unfairly treat any existing chapters. In particular, Officers will now not be additional Board Members, rather they would concurrently serve as a Voting District representative and officers (would effectively reduce the Board from 55 to 38 Members). The Board will be composed of the following:
Voting District Representatives (alternate selected by the rep)
3 Past Presidents
Board could appoint up to 4 Members (i.e. allied associations)
Late Dues Payment.
The bylaws also more clearly spell out the process for dealing with late dues payments. Specifically, the process will be as follows:
If a member fails to pay dues or any other fees within 60 days after they become due and payable, the member will be suspended until paid in full. The member will not be eligible for any association benefits during any suspension.
If the member fails to pay all the past-due amount within an additional 30 days after this suspension begins, the member’s membership will be terminated and will be ineligible for renewal for a period of one year.