Bylaws


PENNSYLVANIA BUS ASSOCIATION BYLAWS
Amended June 1987, February 1989, February 1998, June 2007, June 2008

ARTICLE I: NAME

The name of this Association, which was incorporated as a nonprofit corporation in 1923, shall be "Pennsylvania Bus Association" referred to hereafter as “Association” whose fiscal year is October 1.

ARTICLE II: MEMBERSHIP

SECTION 1. Operator Membership

A. Eligibility - Any individual, partnership, or corporation operating motorcoaches or school buses, or holding a certificate of public convenience issued by the Pennsylvania Public Utility Commission (PUC) and/or the U.S. Department of Transportation (US DOT) authorizing the transportation of persons in Pennsylvania engaged in the transportation of passengers as a common carrier established by state or local governments shall be eligible for Operator membership in the Association upon such terms and conditions as from time to time shall be provided in these Bylaws. Where any individual, partnership or corporation is in control of, subject to control by, or under common control with another entity entitled to Operator membership in the Association, at least one (1) such entity eligible for Operator membership shall become an Operator Member for any one (1) entity to be eligible for Operator, Travel Supplier, or Associate membership. In the event of a dispute concerning "control", the decision of the Administrative Board shall be final.

B. Application for Membership - Application for Operator membership shall be made in writing or electronically on an official membership application accompanied by the amount of prescribed dues and filed at the Headquarters of the Association. Anyone submitting an application agrees to become bound and to abide by the Articles of Incorporation and Bylaws of the Association and faithfully to discharge all duties and obligations imposed thereby on members. The application shall set forth the full name and address of the applicant, trade name under which business is conducted, and, if any, a description of the types of service applicant furnishes, total number of vehicles operated (owned or leased) for the transportation of passengers, and the number of such vehicles operated that are spares.

C. Admission to Membership - Upon approval by the Administrative Board, all applications for membership shall become effective on the date received by the Association. The Secretary shall notify the applicant that he or she is eligible for admission to the Association.

D. Voting Rights – Operator Members shall have voting rights as described in Article VI, Section 3 “Voting” and shall be exercised by representatives designated by and associated with Operator Members. "Associated with" shall mean an owner, including a sole proprietor, partner or shareholder, or an employee, including a compensated officer. An Operator Member who is delinquent in the payment of dues, as provided in Article III, Section 3 “Payment of Dues”, shall have no voting rights.

SECTION 2. Travel Supplier Membership

A. Eligibility - Representatives of tour and travel properties and associations affiliated with the bus and travel industry are eligible for Travel Supplier membership in the Association. This includes lodging accommodations, attractions, food services, guide services, inbound receptive operators, local, state, federal, and provincial tourism and travel promotion offices, and any other travel suppliers with the exception of tour operators and travel agents. Any Travel Supplier Member or applicant for Travel Supplier membership that is also eligible to join as an Operator Member shall join as both. This includes entities controlled by the Travel Supplier Member or applicant that are entitled to be Operator Members.

B. Application for Travel Supplier Membership - Application for Travel Supplier membership shall be made in writing or electronically on an official membership application, accompanied by the prescribed dues, and addressed to the principal office of the Association.
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C. Admission to Membership - Upon approval by the Administrative Board all Travel Supplier Member applications shall become effective on the date received by the Association. The Secretary shall notify the applicant that he or she is eligible for admission to the Association.

D. Voting Rights and Privileges – A Travel Supplier Member shall be entitled to attend the annual meeting of the Association but shall have no voting privileges. He or she shall have such other privileges as the Administrative Board may from time to time decide.

SECTION 3. Associate Membership

A. Eligibility – Any individual, partnership, corporation, or other business entity who or which engages in a business that services an Operator Member as defined in Section A of this Article shall be eligible for membership in the Association as an Associate Member without voting rights. This includes any organization which supplies equipment, material, and services to the industry such as buses, engines, tires, accessories, insurance, petroleum products, publications, advertising and public relation firms, legal, financial, governmental affairs organizations, and any other organization which has business dealings of a general nature with Operator Members. Any Associate Member or applicant for Associate membership that is also eligible to join as an Operator Member shall join as both. This includes entities controlled by the Associate Member or applicant that are entitled to be Operator Members.

B. Application for Associate Membership - Application for Associate membership shall be made in writing or electronically on an official membership application, accompanied by the prescribed dues, and addressed to the principal office of the Association.

C. Admission to Membership - Upon approval by the Administrative Board, all Associate Member applications shall become effective on the date received by the Association. The Secretary shall notify the applicant that he or she is eligible for admission to the Association.

D. Voting Rights and Privileges – An Associate Member shall be entitled to attend the annual meetings of the Association but shall have no voting privileges. He or she shall have such other privileges as the Administrative Board may from time to time decide.

SECTION 4. Honorary Membership

The Administrative Board may bestow Honorary memberships upon individuals who have made some unusual contribution to the welfare of our industry. Honorary Members shall not be required to pay any dues and shall not have any voting privileges.

SECTION 5. Transferability of Membership.

All categories of membership in the Association are not transferable or assignable

ARTICLE III: DUES & ASSESSMENTS

SECTION 1. Operator Member
Operator Members shall be invoiced annually for membership dues as determined periodically by the Administrative Board. Such determination may include the establishment of minimum dues, maximum dues, and a pro rata dues schedule. All Operator Members shall have the same anniversary month as the Association’s fiscal year.

SECTION 2. Travel Supplier and Associate Members
Travel Supplier and Associate Members shall be invoiced annually for membership dues as determined periodically by the Administrative Board and invoiced on their anniversary month.

SECTION 3. Payment of Dues

Operator Member dues shall be payable and accompany each application for membership on a pro rata basis of the annual rate. Thereafter, dues shall be billed annually but members may elect to pay dues on a semi-annual basis without being considered delinquent. Members shall be considered delinquent if the first dues payment is not made within ninety (90) days of the billing date and if not fully paid within 210 days of the billing date, except as otherwise provided by the Executive Committee. Any member that is delinquent shall not have any voting privileges or occupy any position as an officer or member of the Administrative Board. Travel Supplier and Associate Members dues shall be billed annually on the anniversary month of such member. Member shall be considered delinquent if dues are not paid completely within ninety (90) days.

SECTION 4. Assessments
The Administrative Board may establish assessments when deemed necessary and desirable for the conduct of the Association’s business. The requirement for payment of the assessment shall be determined by the Administrative Board.

SECTION 5. Suspension and Termination of Membership

A. A Member may be suspended:

1. By the Administrative Board upon sixty (60) days written notice for failure to pay, or cause to be paid, any amount owed to this Association.

B. A Member may be suspended or terminated, or a member may be warned:

1. By voluntary resignation of such member upon not less than sixty (60) days notice in writing to the Association;
2. By revocation, abandonment, sale, transfer, or other termination of the right of such member to transport passengers;
3. By vote of the Administrative Board for nonpayment within sixty (60) days after written notice of any amount due the Association;
4. By vote of the Administrative Board for good cause. Good cause shall mean serious misconduct such as: An action involving dishonesty in dealing with the Association, its members or customers, or for violation of the Code of Ethics. A warning, suspension, or termination of membership for good cause shall be preceded by a disciplinary proceeding as follows:

a. The Administrative Board, on its own motion or on motion of any member thereof, or upon the information received by any member of the Association, may decide to institute disciplinary proceedings against a member.
b. If disciplinary proceedings are to be instituted, a notice thereof must be sent by certified mail to the member. The notice shall state the date, time, and place at which the charges will be considered which shall be at least thirty (30) days following the date of the notice.
c. The notice shall contain a statement of the charges or accusations against the member.
d. The hearing shall be conducted by a Hearing Committee. This committee shall consist of three (3) individuals appointed by the Chairperson with the approval of the Administrative Board, who may, but need not, be members of the Association. If composed of members of the Association, they may not be ones who directly compete with the accused member.
e. The Hearing Committee shall conduct a fair and impartial hearing where evidence as to the charges shall be presented. The member shall have the right to cross-examine witnesses. The member shall also have an opportunity to refute the charges and to present evidence in that regard.
f. Within thirty (30) days following the hearing, the Hearing Committee shall make a report and recommendation to the Chairperson of the Administrative Board. The recommendation may be that a warning be issued to the member, that the membership be suspended for a certain period of time, following which the member will be returned as a member in good standing of the Association, or the membership shall be terminated, following which there would be required an application for new membership to be presented to and accepted by the Administrative Board.
g. At its next meeting following receipt by the Chairperson of the report and recommendation, the Administrative Board shall decide by majority vote whether to accept the report and recommendation of the Hearing Committee. In so doing, the Administrative Board may decide that a recommendation for termination be reduced to suspension or warning, or that a recommendation of suspension or termination be reduced to a warning.
h. The Administrative Board shall, following such meeting, provide notice in writing to the member as to its decision.

If the membership of any member is terminated for any reason whatsoever, neither such member nor his or her successors, heirs, assigns, or representatives shall have any interest in or claims upon any of the property, funds, income, or assets of the Association, including refund of monies paid to the Association.

ARTICLE IV: ADMINISTRATIVE BOARD, OFFICERS AND DIRECTORS, EXECUTIVE COMMITTEE


SECTION 1. Administrative Board and Officers


The affairs of the Association shall be under the general direction and control of an Administrative Board consisting of not more than twenty-one (21) members, the exact number to be determined from time to time by the Administrative Board. The members of the Administrative Board shall serve staggered terms of two (2) years, except that the initial Administrative Board shall be divided into approximately two (2) equal classes, with the first class to serve for a term of one (1) year, and the second class to serve for a term of two (2) years. Thereafter, approximately one-half of the members of the Administrative Board shall be elected annually by the members and shall serve until the election of their qualified successors.

A. Absenteeism. Except when absences result from illness or are excused by a leave of absence approved by the Administrative Board, any member of the Administrative Board that is absent from three (3) consecutive, regular meetings of the Administrative Board shall forfeit the balance of his or her term of office and the position shall be deemed to be vacant.

B. Alternates. A Member of the Administrative Board may, with the consent of the majority of the members, designate someone to serve as his or her alternate. The consent of the majority of the Administrative Board shall mean that the Administrative Board has selected the designee as an Alternate. The request to designate an Alternate shall be received at headquarters on or before the meeting of the Administrative Board to which the request applies. The Alternate may not act as an officer, although officers may have Alternates. Alternates may vote and the members shall be bound by the voting action of their Alternates. Alternates shall be utilized to constitute a quorum at any meeting.

C. Duties. The Administrative Board may appoint and employ such officers, agents, and employees as may be necessary or desirable in the conduct of the business of the Association and who shall perform such duties as may be delegated by the Administrative Board. The Administrative Board has the power to purchase, acquire, lease, sell, transfer, or assign property, borrow money, execute documents including mortgages, appoint such employees or agents as it may deem necessary to accomplish the Association’s purposes and in transacting business.

D. Vacancy. Should any vacancy occur in the Administrative Board or in any office by reason of death, resignation, or otherwise, such vacancy shall be filled by the Chairperson of the Administrative Board for the unexpired term, and, if the office of the Chairperson of the Administrative Board is vacant, then by the Vice-Chairperson. Any appointment shall be approved by the Administrative Board.

SECTION 2. Administrative Board Travel Supplier and Associate Member Representation
In addition to the members of the Administrative Board referred to in Section I of this Article who shall be associated with an Operator Member, the Administrative Board also shall include not more than three (3) additional members who shall be associated with a Travel Supplier and Associate Member, the exact number to be determined from time to time by the Administrative Board. There shall be at least one (1) representative from the Travel Supplier and at least one (1) from the Associate Membership. The representative(s) shall serve staggered terms of two (2) years, except that the initial representatives, if more than one (1), shall serve one (1) and two (2) years respectively, as designated by the Nominating Committee. Thereafter, approximately one-half of the Travel Supplier or Associate Member representative of the Administrative Board shall be elected annually and shall serve until the election of their qualified successors. If elected to a two (2) year term, a Travel Supplier or Associate Member Board representative may not succeed him or herself. All other provisions contained in Section I shall apply. Travel Supplier and Associate Member representatives shall be permitted to vote at meetings of the Administrative Board and shall be treated in all respects as members of the Administrative Board.

SECTION 3. Executive Committee

A. Power. For the purpose of transacting the business of this Association, during intervals between the meetings of the Administrative Board, there shall be an Executive Committee consisting of members of the Administrative Board. It shall have full authority to exercise all the powers of the Administrative Board except the following.

(1) The submission to the members of any action requiring approval of members under the Pennsylvania Corporation Not for Profit Code 15, P.S. S7101, et seq., as amended from time to time.
(2) The amendment or repeal of any resolution of the Administrative Board.
(3) Action on matters committed by the Bylaws or resolution of the Administrative Board to another committee of the Administrative Board.

B. Members. The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary, Treasurer, Immediate Past Chairperson, and two (2) additional members of the Administrative Board appointed by the Chairperson at, or within thirty (30) days following the annual meeting and approved individually by the Administrative Board. The members of the Executive Committee who are officers of the Association, or who is the Immediate Past-Chairperson, shall hold office on the Executive Committee for as long as they are officers. The Appointed Members shall hold office on the Executive Committee under the Chairperson making the appointment, for up to two (2) years from Administrative Board approval. The Chairperson of the Administrative Board shall be Chairperson of the Executive Committee, or in his/her absence, the Vice-Chairperson shall be Acting Chairperson.

SECTION 4. Qualification of Officers, Directors, and Members of Executive Committee; Vacancy

Each individual who is an officer, director, or member of the Executive Committee, including any ex-officio member thereof, shall be associated with an Operator Member. If, during any term, the individual ceases to be associated with an Operator Member, or the member ceases to be an Operator Member, the individual shall give written notice of his or her resignation effective immediately. Any Director may be removed for just cause at any scheduled or special meeting of the Administrative Board.

ARTICLE V: DUTIES OF OFFICERS

The officers of the Association shall be Chairperson, Vice-Chairperson, Secretary, and Treasurer. They shall be elected by the membership in good standing at the Annual Meeting pursuant to Article VII, Section 2, “Elections of Officers and Directors” and shall hold office for a term of two (2) years. The elected officers shall automatically become members of the Administrative Board for the term of their elected office.

SECTION 1. Chairperson

The Chairperson shall preside at all meetings of the membership, Administrative Board, and of the Executive Committee, and shall perform the duties usually pertaining to such office. He or she shall receive no compensation for his/her services except actual and necessary expenses incurred in the conduct of his or her office which shall be subject to approval by the Administrative Board.

SECTION 2. Vice-Chairperson
The Vice-Chairperson shall act for the Chairperson in his or her absence, and shall receive no compensation for his or her services except actual and necessary expenses incurred in the conduct of his or her office which shall be subject to approval by the Administrative Board.

SECTION 3. Secretary
The Secretary shall have charge of all books and records of the Association. He or she shall keep accurate minutes of all regular and special meetings, giving reasonable written notice of the same. He or she shall give two (2) weeks written notice, by bulletin, electronic or otherwise, to all members of the Association of all annual meetings and shall give reasonable written notice of special meetings. He or she shall perform the actual duties of the Secretary. He or she shall receive no compensation for his or her services except actual and necessary expenses incurred in the conduct of his/her office which shall be subject to approval by the Administrative Board

SECTION 4. Treasurer
The Treasurer shall have custody of the funds of the Association, and deposit the same in a bank designated by the Administrative Board. He shall perform such duties as may be directed by the Administrative Board. The Treasurer may authorize, with the approval of the Administrative Board, the appointment of an Assistant Treasurer to perform the actual duties of the Treasurer. The Treasurer and Assistant Treasurer shall furnish a bond in such sum as may be required by the Administrative Board, the cost thereof, to be paid by the Association. Disbursements shall be made by the Treasurer or Assistant Treasurer only on vouchers signed by any one (1) of the following: Chairperson, Vice Chairperson, Secretary, Treasurer, or such person designated by the Administrative Board. He or she shall receive no compensation for his or her services except actual and necessary expenses incurred in the conduct of his/her office which shall be subject to approval by the Administrative Board

ARTICLE VI: MEETINGS

SECTION 1. Association

A. Annual Meeting - The Annual Meeting of the Association shall be held at such time and place as the Administrative Board may determine.

B. Special Meeting - Special meetings of the Association may be called at any time by the Administrative Board as defined in Section 2 “Administrative Board”, Paragraph A, “Meetings” below or upon written or electronic request of not less than twenty-five percent (25%) of Operator Members.

C. Quorum – Twenty-five percent (25%) of the membership shall constitute a Quorum for the transaction of business at meetings of the Association.

D. Order of Business - The Order of Business at regular meetings of the Association shall be as follows:

1. Approval of minutes of previous meetings
2. Reports of officers
3. Reports of committees
4. Unfinished business
5. New business
6. Election
7. General discussion
8. Adjournment

SECTION 2. Administrative Board

A. Meetings - The Administrative Board shall hold meetings at such place(s), and at such time(s) as may be determined by the Administrative Board. Special meetings of the Administrative Board shall be called upon the written request of twenty-five percent (25%) of the Administrative Board. In lieu of meetings, proposed action by a majority of the Administrative Board may be taken by written or electronic (i.e. fax, teleconferencing, computer) consent to be circulated by the Association. Members shall be given a maximum of ten (10) calendar days to vote on any proposed action.

B. Quorum – Six (6) members of the Administrative Board shall constitute a Quorum, and action may be taken by the Administrative Board by a majority of those present and voting, a Quorum being present.

C. Order of Business - The order of business at Administrative Board meetings shall be the same as above prescribed as the order of business at the Annual Meeting of the Association.

SECTION 3. Voting

Voting by members on the Administrative Board and Executive Committee shall be based upon one (1) vote per Board member. Voting at meetings of the Association membership shall be based upon one (1) vote by one (1) representative from each of the Operator Members. A vote by secret ballot shall be permitted if requested by any Administrative Board or Executive Committee member in attendance at a scheduled meeting, and shall be counted by a Tally Committee consisting of the Secretary and two (2) persons who shall be members of the board appointed by the Chairperson when elected or by PBA’s accounting firm.

SECTION 4. Executive Committee

The Executive Committee shall meet at the call of the Chairperson. Its action shall be reported at the following meeting of the Administrative Board. A majority of the members of the Executive Committee shall constitute a Quorum for the transaction of business by the Executive Committee.

ARTICLE VII: NOMINATIONS AND ELECTIONS

SECTION 1. Nominations for Officers and Directors

The Chairperson of the Administrative Board shall appoint a Nominating Committee consisting of at least two (2) but not more than five (5) members of the Association who may, but need not, be members of the Administrative Board, at least sixty (60) days in advance of the Annual Meeting, and the report shall be sent to the membership forthwith. The report shall contain a recommended slate of officers and directors. Additional nominations may be made by petitions filed at the Association's headquarters five (5) days in advance of the Annual Meeting. Any petition must be signed by five (5) members.

SECTION 2. Elections of Officers and Directors

The election of Officers and Directors shall take place at the Annual Meeting. Secret ballots will be prepared and distributed if there are nominations from the membership. If elections are contested, the presiding officer shall appoint a committee of three (3) Tellers who will count the ballots. A majority of members present will elect, a quorum being present. Voting shall be in accordance with the provisions of Article VI, Section 3, “Voting”.

ARTICLE VIII: COMMITTEES AND SECTIONS

SECTION 1. Authority for Appointment

The Chairperson of the Administrative Board shall have the authority to appoint all chairs of standing committees and such special committees of the Association as he/she may deem necessary or desirable or as may be prescribed by the Administrative Board from time to time. Individuals shall serve on committees at the will of the Chairperson, subject to approval of the Administrative Board, and may, but need not, be representatives designated by Operator, Associate, or Travel Supplier Members.

SECTION 2. Standing Committees of the Association
The following shall be standing committees:

Budget Committee
Annual Meeting Committee
Legislative Committee
Nominating Committee
Membership Committee
Marketplace Committee
Education Committee
Member Services

ARTICLE IX: HEADQUARTERS

The headquarters of the Association shall be in Harrisburg or its immediate metropolitan area located within Dauphin or Cumberland Counties, Pennsylvania, at such site or location as may be selected by the Administrative Board.


ARTICLE X: AMENDMENTS

These Bylaws may be altered or amended at any regular or special meeting of the Association by seventy-five percent (75%) of the Operator Members present after a Quorum has been established provided that at least fifteen (15) days notice of such meeting be sent each Operator Member, which notice shall contain a copy of the proposed amendment(s), or they may be amended by unanimous vote of all Operator Members present if notice of amendment has not been given as required above and such notice has been waived by unanimous vote of all members present.

ARTICLE XI: DIRECTOR LIABILITY

A Director shall not be personally liable as a Director for monetary damages, for any action taken, or any failure to take action, unless the Director has breached or failed to perform the duties of his or her office under Section 8363 of Title 42 (Judiciary and Judicial Procedure) of the Pennsylvania Consolidated Statutes, and the breach or failure to perform such duties constitutes self-dealing, willful misconduct, or recklessness. This section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute or the liability of a Director for the payment of taxes pursuant to local, state, or federal law, nor shall this section apply to any actions filed prior to the date of the amendment adding this section to the bylaws, nor to any breach or performance of duty of any failure of performance of duty by a Director prior to such date. No amendment to or repeal of this section shall apply to or have any effect on the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.