NECA By-Laws

ARTICLE I
Sec. 1 The name of this organization shall be the New England Car Wash Association (NECA), and shall hereby be referred to hereinafter as the “Association”.
Sec. 2 The principal office of the Association shall be located either within or without New England area as the membership may designate or as the business of the Association may require from time to time.
Sec. 3

Mission: We connect car wash professionals to promote and protect our industry

The purpose of the Association shall be to advance and safeguard the business interests of the vehicle washing industry in general and its members in particular, to foster and promote more cordial relationships between ourselves, our employees and the motoring public. And to supplement the purposes of ICA in enhancing the position of the vehicle washing industry on the local level as well as the national level.
   

ARTICLE II

MEMBERSHIP
Sec. 1

Classification of Members
The Association shall have two (2) classes of members: Regular Voting Members and Non-Voting Members. The designation of such classes, the qualifications of the members of such classes, and the rights and responsibilities of the members of such classes shall be as stated herein, as modified from time to time by the Board.

  1. Regular Voting Member
    There shall be two (2) sub-classifications within the Regular Voting Member classification, namely:
    i. Operator Member
    Any person, corporation, partnership or other entity which operates a carwash or detail establishment. There shall be only one (1) regular voting member per such person, corporation, partnership or other entity.
    ii.Supplier Member
    Any person, corporation, partnership or other entity which manufactures and/or offers for sale carwash or detail equipment, supplies and/or services to or for the use of a carwash or detail establishment. There shall be only one regular voting member per such supplier person, corporation, partnership or other entity.
  2. Non-Voting Member
    Any other person, corporation, partnership, or entity that wants to join but does not meet regular member requirements.
Sec. 2 Application for membership shall be made to the Association’s office in writing and accompanied by the appropriate amount of dues in full in advance.
Sec. 3

Rights of membership:

  1. All rights of membership are singular and may be exercised only by the member – no proxies.
  2. Only regular members may hold elective office or vote and shall be entitled to one vote at any general membership meeting when present in person.
Sec. 4 Resignation. The resignation of any member from the Association shall be in writing, addressed to the Board, and shall be accepted by the Board provided all indebtedness of said member to the organization shall be paid.
Sec. 5 Censure, Suspension, and Expulsion. Any member who, in the judgment of the Board fails to conduct his/her business in accordance with principles and ethics commonly accepted in the vehicle washing industry, may be censured, suspended or expelled by a two-thirds vote of the Board at a meeting called to consider and act upon such question. The member in question shall be given at least ten (10) days notice in writing of the time and the place at which such meeting shall be held, and of the question or questions to be considered at such meeting, and shall have the right to appear and be heard at such meeting.
   

ARTICLE III

DUES
Sec. 1 Annual dues shall be for a calendar year, payable on January 1 of each year or before acceptance of a new member into the Association or through the establishment of recurring, automatic, quarterly dues payment by credit card. Renewing members will be invoiced twice and will receive a final notice of their membership cancellation if dues are not paid. They will be dropped from the membership unless dues are paid in full or by establishing recurring, automatic, quarterly dues payment by credit card.
Sec. 2 Dues. Dues for each Association member shall be established at the first Board meeting following the annual membership meeting by a 2/3 vote of the Board members present and voting.
Sec. 3 New member dues. All new applications will be submitted with the first year’s dues or through the establishment of recurring, automatic quarterly dues payment by credit card. If the new member joins after May 1st, upon the Board’s discretion, dues paid in full may be prorated.
   

ARTICLE IV

ADMINISTRATION
Sec. 1

Management of the Association shall be by a Board of Directors (heretofore and hereinafter referred to as the Board).

  1. The Board shall consist of three (3) Officers and six (6) or eight (8) Directors.
  2. The three Officers shall be President, Vice-President, and Treasurer/Secretary. Each shall be elected for a period of two (2) years or until their successors are installed. Officers must be vehicle wash operators.
  3. The Directors shall consist of six (6) or eight (8) members, of which as many as four (4) may be supplier(s) / distributor(s). It shall always consist of an even number of Directors. At no time can the suppliers have a majority vote, and a quorum cannot be more than 50% suppliers. Each shall be elected for a period of one year. No Director shall serve more than three consecutive one year terms without then taking at least one year off. The most recent available past president shall serve as Ex-Officio Director.
Sec. 2 The Officers of the Association and Board members shall be elected at the annual meeting of the Association. Or, if the election shall not be held at such meeting, such election shall be held between September 1 and December 31, via mailed ballot as directed by the Board of Directors.
Sec. 3 Any Officer or agent elected by the Association may be removed by a vote of two-thirds majority of the Association whenever the best interests of the Association would be served.
Sec. 4 A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by a direction of the Board of Directors upon due consideration of members available for the office.
Sec. 5 President. The President shall be the principal executive officer of the Association and shall be a member ex-officio of all committees, and shall in general supervise and control all of the business and affairs of the Association. He/she shall, when present, preside at all meetings of the Association and in general shall perform all duties incident to the office of President and such other duties as maybe prescribed by the Association from time to time.
Sec. 6 Vice President. The Vice President in the absence of the President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.
Sec. 7 Treasurer/Secretary. The Treasurer/Secretary shall have charge and custody of and be responsible for all funds and securities of the Association. In conjunction with the management staff, s/he shall receive and give receipts for money due and payable to the Association from any source whatsoever and deposit all such monies in the name of the Association in such banks as shall be selected by the Association. The Treasurer/Secretary shall in general perform all the duties incident to the office of Treasurer/Secretary, and such other duties as from time to time may be assigned to him/her by the President.
Sec. 8 Absence. Should any member of the Board of Directors absent him/herself unreasonably from two (2) consecutive meetings of the Board without sending communication to the President or Secretary stating his/her reason for so doing, and if his/her excuse should not be accepted by a majority of the members of the Board, his/her seat on the Board may be declared vacant and the President may forthwith proceed to fill the vacancy.
Sec. 9 Each Director and Officer shall be entitled to one vote on matters submitted to the Board of Directors. With all directors and officers present, in the case of a vote upon any matter of business requiring a majority vote for passage, the decisive vote may be cast by the President and he or she shall thus be allowed two (2) votes in such instances.
   

ARTICLE V

COMMITTEES
Sec. 1 The President shall establish such committees as may be necessary to carry out the objectives of the Association.
Sec. 2 The President shall appoint all committee members and designate the chairman of the committee.
Sec. 3 All members shall be obligated to serve on committees when so appointed by the President.
   

ARTICLE VI

MEETINGS
Sec. 1 Annual membership meetings shall be held between September 1 and December 31 of each year on a date to be set by the President or the Board of Directors on or before September 1 of that year.
Sec. 2 Regular membership meetings throughout the year will be held as determined by the Board, a minimum of three (3) per year.
Sec. 3 Special membership meetings may be called at any time by the President, any three (3) Board members or any ten members by written request to the Treasurer/Secretary at least ten (10) days prior to the proposed date of the meeting.
   

ARTICLE VII

REPRESENTATION & VOTING
Sec. 1 Each member establishment in good standing shall be entitled to one vote upon each matter submitted to the membership.
Sec. 2 A majority of the members present shall be required to pass any question except as provided in these by-laws.
Sec. 3
a. Membership: 20% of the membership and the final vote for passage must be a majority of votes cast
b. The Board: A majority of elected, current Board members and the motion has to pass by a majority vote of the quorum
   

ARTICLE VIII

AMENDMENTS
Sec. 1

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the majority of the members who respond provided however, that no vote may be taken without ten (10) days notice.
ARTICLE IX CONFLICTS OF INTEREST/CONFIDENTIALITY
Sec. 1 All members of NECA shall act in good faith in the best interests of the Association.
Sec. 2

Members with a conflict of interest must excuse themselves from voting and from service on the Board of Directors if that conflict cannot be resolved.
Sec. 3 Information gathered about members is the confidential property of NECA and shall not be used for individual gain or advancement.
Sec. 4 None of the income or assets of the Association may directly or indirectly unduly benefit an individual or other person who has a close relationship  to the organization.
Sec. 5 Violation of these basic tenets may constitute grounds for disciplinary action, censure or expulsion from the membership.
ARTICLE X. LIQUIDATION
 

In the event of the liquidation and dissolution of the Association, any properties, funds or moneys, securities or other assets remaining in the Treasury of, or to the account of, or otherwise belonging to the Association shall be disposed of as follows:
Sec. 1 All liabilities and obligations of the Association shall be paid and discharged or adequate provision shall be made therefore;
Sec. 2

Assets held by the Association subject to legally valid requirements for their return, transfer or conveyance, upon dissolution and liquidation, shall be returned, transferred or conveyed in accordance with such requirements; and
Sec. 3 All remaining assets held by the Association shall be transferred or conveyed to the International Carwash Association to be held in trust for a  period not to  exceed 10 years from time of liquidation, pending  reorganization of the Association. The Final Board of Directors prior to dissolution shall determine how the assets may be used after the expiration of the 10 year period if the                Association is not reorganized.