CAA Bylaws

March 21, 2014 – Updated

BYLAWS

ARTICLE I
Name
The name of this organization is The Carriage Association of America, Incorporated.

ARTICLE II
The seal of the Corporation shall be a circular disc, whose design shall be approved by the Board of Directors.

ARTICLE III
The objects for which this Corporation was, and is, formed are:
a. To establish and maintain a nonprofit medium for the exchange of information regarding animal-drawn vehicles and to serve as an accurate and technical source of information for the benefit of its members as well as the general public;
b. To preserve and maintain carriages and carriage literature and related items;
c. To collect and disseminate knowledge of the past with particular emphasis upon history, manufacture and use of animal-drawn vehicles;
d. To promote educational research into the history of the American road, early methods of transportation and subjects related hereto;
e. To encourage the use of carriages and other animal-drawn vehicles for the promotion of public interest in their contribution to our cultural, social and economic history;
f. To encourage the indexing and preparation of a bibliography of carriage, coach, sleigh and wagon making, the art of wheelwright, the blacksmith, the harness maker, and allied crafts, coaching, post roads, turnpikes and other routes;
g. To encourage and foster friendly relations and assistance between private collectors, museums, educational institutions, scholars and all groups interested in research preservation or promotion in connection with the purposes set forth herein;
h. To encourage the driving for pleasure of horse drawn carriages including but not limited to:
a. Informal pleasure driving. b. Driving with organized groups.
c. Pleasure driving in show rings. d. Concours d’Elegance
i. To operate this corporation exclusively for scientific, historic, literary and educational purposes, and no part of its net earnings, if any, shall inure to the benefit of any private individual, and no substantial part of its activities shall be carrying on of propaganda, or otherwise attempting, to influence legislation, and it shall not participate in or intervene in (including the publishing of statements) any political campaign on behalf of any candidates for public office.
j. Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
k. In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State or local government for exclusive public purpose.
l. The Association hereby names the Secretary of State of the State of New York as it authorized agent for service of process.

ARTICLE IV
Government of the Association
Governance:

Section 1. The Government of The Carriage Association of America, henceforth referred in the bylaws as the Association, shall be vested in a Board of Directors consisting of twelve (12) Term Directors and four (4) Directors at Large, all chosen from the individual members of the Association.
[Attachment ‘A’ Generic Qualities and Responsibilities of the Board of Directors].
Election of Term Directors:

Section 2. There shall be three (3) groups of Term Directors of four (4), each group shall be elected for three (3) years so that one third (1/3) of all of the Term Directors shall be elected annually at the annual meeting of the Association. Members of the Association may vote by ballot in person at the annual meeting.

Section 3. Notification of the members of the Association of the names placed in nomination for the position of Term Director shall be postmarked at least forty-five (45) days prior to the date of the annual meeting. There shall be at least one nominee for each vacancy on the Board. Members of the Association may submit the name of a candidate to be considered for nomination to the Nominating Committee through the office of the Association within timeframes established annually by the Board. Candidates to be considered for nomination for election or re-election as a Term Director shall submit a resume or other requested documentation.

Section 4. A Term Director may be elected to succeed himself for a second three-year term. No Term Director shall be eligible for re-election to succeed himself after serving two (2) consecutive three-year terms until an interval of one (1) year has elapsed.

Section 5. The Board of Directors may declare vacant the office of any Term Director absent without excuse from three (3) consecutive meetings of the Board, and may fill any vacancy. Such Term Director elected shall serve out the remainder of the term vacated. However if a Term Director should resign, die or become incapacitated and therefore unable to serve, the remainder of his term shall be filled by a member of the Association nominated and elected by the Board of Directors.

Directors at Large:
Section 6. From the members of the Association, the Board of Directors by two thirds (2/3) vote, shall elect four (4) Directors at Large to serve for a term of one (1) year. Candidates to be considered for nomination for election or re-election as a Director at Large shall submit a resume or other requested documentation. Directors at Large may succeed themselves without limitation on the number of terms served. Directors at Large shall be invited to all Directors Meetings and shall be entitled to vote.

Ex-Officio Director:
Section 7. The President shall become Immediate Past President upon completion of term as President. The Immediate Past President shall be appointed by the Board as an Ex-officio Director and shall have all the rights and privileges of Term Directors and Directors at Large and shall serve as a member of the Executive Committee.

Honorary Directors:
Section 8. By two thirds (2/3) vote of the Board of Directors, there may be elected Honorary Directors to serve one (1) year and may be elected to succeed themselves. Honorary Directors shall not be entitled to vote at the Board meetings but shall be invited to all Board meetings.

Honorary Life Directors:
Section 9. Upon the recommendation of the Board of Directors, the designation of Honorary Life Director may be granted from time to time on approval of the members of the Association at the annual meeting. Conferring of Honorary Life Director shall be in recognition of the contributions made in furthering the aims and development of the Association. An Honorary Life Director may participate in the work of the Board but shall not be entitled to vote.

Meetings of Members:
Section 10. The annual meeting of the Association shall be held on a date and at a place to be determined by the Board of Directors. The President may call other meetings at any time. Other meetings may be called by a signed petition of one hundred (100) or more members of the Association in good standing upon at least fifty (50) days written notice to the members of the Association setting forth the matters to be presented.

Quorum for Meetings of Members:
Section 11. The presence of fifty (50) members of the Association entitled to vote shall be necessary to constitute a quorum at any meeting of the Association. A resolution shall be passed by a simple majority of those present.

Election of Officers:
Section 12. The Board of Directors shall elect from their numbers a President, three (3) Vice Presidents, a Secretary, and a Treasurer. The Nominating Committee shall propose a slate to be elected either from the Term Directors or the Directors at Large. All officers shall be elected annually. The President shall not serve as President for more than three consecutive years.

Section 13. Any officer of the Association shall cease to hold office upon resolution of the Board of Directors.

Section 14. At least six (6) months prior to the annual meeting of members, the Board of Directors may select a president-elect. This designation does not alter the current position of the selected Director.

Meetings of the Board of Directors:
Section 15. The Board of Directors shall meet at least twice a year. One (1) of these meetings shall be immediately following the annual meeting of the Association at which time Directors at Large and Officers shall be elected. The other meeting(s) shall be held at such time and place as the President shall decide with due notice. Participants in a meeting may be by teleconference or electronic or other communication facilities that permit all persons participating in the meeting to communicate wit each other simultaneously and instantaneously.

Section 16. A quorum for any meeting of the Board of Directors shall be a majority of the Term Directors and Directors at Large. A member of the Board of Directors participating in the meeting electronically is deemed to be present at the meeting.

Section 17. Unless the Bylaws state otherwise, business arising at any meeting of the Board of Directors shall be decided by a majority of votes of Directors eligible to vote. Votes shall be taken in the usual way by show of hands or by oral or written communication where participation is by teleconference, electronic or other means among those eligible to vote. When a vote is taken by written ballot, if so demanded by any voting Director present, a Director attending by electronic means shall not have a vote. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors eligible to vote shall be filed with the minutes of the Board.

Section 18. At the invitation of the President, members of the Association and/or guests may be invited to attend a meeting, in whole or in part, as observers.
Indemnification

Section 19. The Association shall indemnify a Director or Office and hold each of them harmless for any acts or decisions made by any one of them, individually or collectively, in good faith while performing services for the Association, and to use its best efforts to obtain and maintain coverage for the Officers and Directors under any insurance policy now in force or hereinafter obtained during the term of their office, covering the Officers and Directors against lawsuits. The Association shall pay all expenses, including attorney fees actually and necessarily incurred by the Officer or Director in connection with the defense of such act, suit or proceeding, and in connection with any appeal theron, including the costs of court settlement.

Compensation and Reimbursement of Directors
Section 20. The Board of Directors may authorize the reimbursement for expenses, in accordance with guidelines established by the Board, incurred by Directors on behalf of the Association but no Director shall be compensated by the Association for services as a Director.

ARTICLE V
Duties of Directors, Officers and Committees

Section 1. The President, or in his absence, one of the Vice Presidents, shall preside at each meeting of the Board of Directors and of the Association and perform all such duties as required by this bylaw or by law pertaining to his office, including the appointment of committees authorized by the Board Directors or by the Association. The Vice President chosen to preside in the absence of the President shall be chosen by tenure, the Vice President with the longest Board tenure being the first in line to preside.

Section 2. The Secretary shall ensure that such notice as is required under this bylaw or by law of meetings of the Board of Directors and of the Association has been given, there are accurate minutes and records of all proceedings of the Board of Directors and of the Association, and, have the custody of the seal and perform all other duties pertaining to the office.

Section 3. The Treasurer shall oversee all financial matters, review and present the quarterly financial reports of the Association to the Board of Directors, review the work of the independent auditors and annually present their report to the Board of Directors and the annual meeting of the Association.

Section 4. The Board of Directors shall appoint an Executive Director and shall delegate to such person the responsibility and accompanying authority for the management of the Association. The Board of Directors shall set the remuneration.
[Attachment ‘B’ Executive Director Duties and Responsibilities]

Section 5. The Board of Directors may at any time revoke or suspend the appointment of the Executive Director.

Section 6. The Board of Directors shall appoint the Editor to perform such functions as determined by the Board of Directors and assigned by the President. The Board shall set remuneration.

Section 7. Any two offices may be held by one individual at the discretion of the Board of Directors.

Section 8. The Executive Committee shall act on behalf of the Board of Directors upon the direction of the Board and shall be responsible for overseeing personnel administration. The President, Vice-Presidents, Secretary, Treasurer and Immediate Past President shall constitute the Executive Committee. Should there be a Director designated as president-elect who is not a member of the Executive Committee, the President may invite such a Director to participate in meetings of the Executive Committee.

Section 9. Committees, as follows, may be established at the discretion of the President.
• Auction
• Bylaws
• Carriage Showcase Conference Program
• Conference Program
• Conference Site Selection
• Education
• Films & Publications
• Finance
• Membership
• Publicity & Public Relations Safety
• Trade Relations
• Traditional Driving
• Technology
The President may appoint other committees. The President upon consultation with the Directors shall select the Chairs and members of committees. Each Committee shall have at least one (1) Director among its members but other members may be chosen from the entire members of the Association.
[Attachment ‘C’ Association Committee Mission Statements]

Conflict of Interest
Section 10. A Director or Officer shall declare conflicts of interest and refrain from any deliberation or vote in which they have a declared or potential conflict of interest. The Director or Officer shall disclose in writing the nature and extent of the conflict or potential conflict of interest at the first meeting of the Board or Committee after the Director of Officer becomes aware of the conflict or potential conflict of interest.

Endowment Trust Agreement
Section 11. The Board of Directors shall elect by majority vote, three (3) Directors of the Board to serve as Trustees of the Endowment Trust in accordance with the term of office outlined in the Endowment Trust Agreement. The President, Treasurer and the Executive Director of the Association shall serve as ex-officio Trustees.

Section 12. The Board of Directors by three quarters (3/4) vote may amend or modify certain provisions of the Endowment Trust in accordance with the requirements and provisions of the
Endowment Trust Agreement.


ARTICLE VI

Membership

Section 1. The membership of the Association shall consist of such individuals, institutions and organizations as shall be accepted under procedures authorized by the Board of Directors. Each institution or organization shall designate an individual member to exercise membership privileges.

Section 2. A member of the Association by two thirds (2/3) vote of the Board of Directors, may be expelled from the Association for conduct deemed by the Board to be prejudicial to the interests of the Association provided that the member receives written notice of the charge and an opportunity to be heard thereon.

Section 3. The Board of Directors by two thirds (2/3) vote may revise the membership fees and categories of membership provided that notice of the request for change and rationale for such change is submitted to the Board of Directors at least forty-five (45) days prior to the meeting at which action is to be taken.

Section 4. Exhibitors participating in activities in conjunction with the Annual Conference of the Association, or other such events so designated, shall be members of the Association.

ARTICLE VII
Amendment to the Bylaws
Section 1. The Board of Directors by two thirds (2/3) vote may amend the Bylaws of the Association, provided the members of the Association or Directors desiring the amendment shall give notice in writing to the Board of Directors at least sixty (60) days prior to the Board meeting at which action is to be taken.

ARTICLE VIII
Chapters and Other Affiliates

Section 1. Any group, club, society or association with a minimum of 10% of its membership as active members of the Association and whose aims and objectives are in compliance with those of the Association may make written application to the Board of Directors to form a chapter of the Association, and the Board of Directors in its discretion may grant or deny such application.
[Attachment ‘D’ lists Chapters of the Carriage Association of America]

Section 2. : If the Board of Directors shall approve such applications, it shall cause to be written a letter acknowledging such action and the name of the group, club, society or association. The Association shall not sponsor or sanction events or meetings of chapters and the Association shall not be liable for any obligations of chapters, including but not limited to, debts, defalcations, wrong doings, carelessness, recklessness, or any accidents caused by or permitted by any chapter or its members.

Section 3. The Association will have the right to have representation at any meeting of a chapter. The Association may organize a meeting of chapters in conjunction with a meeting of its members. Chapters shall be encouraged to name a representative to the Membership Committee

Section 4. The revocation of a chapter charter will be at the discretion of the Board of Directors of the Association whenever the chapter will have been determined to have failed to comply with the intent of this association.

Section 5. The Board of Directors may establish other mechanisms or structures to provide opportunities to support the needs of members and further the objects of the Association.
[Attachment ‘E’ Role of Membership Representatives]

Section 6. The Board of Directors by two-thirds (2/3) vote shall establish geographical regions of the members based on number of members of the Association residing within a region.

REGIONAL BOUNDARIES
1.Maine, Vermont, New Hampshire, Massachusetts, Connecticut, Rhode Island
2.New York
3.Pennsylvania, New Jersey, Delaware, Maryland
4.Ohio, West Virginia, Virginia
5.Wisconsin, Michigan, Illinois, Indiana, Kentucky
6.Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida
7.South Dakota, North Dakota, Minnesota, Nebraska, Iowa, Kansas, Missouri
8.Texas, Oklahoma, Arkansas, Louisiana
9.Utah, Colorado, Arizona, New Mexico
10.California
11.Washington, Oregon, Montana, Idaho, Wyoming, Nevada, Alaska, Hawaii
12.Canada, Mexico, International Members

March 21, 2014 – Updated

Helping preserve our horse-drawn heritage for over 50 years.