By-Laws

ARTICLE I – NAME

The name of the organization shall be the Texas Recreational Vehicle Association, Inc.

ARTICLE II – PURPOSE

The purpose of the Association is to establish, expand and maintain recreational vehicles as the primary and preferred method of recreational travel in the Southwestern United States through trade association programs for the benefit of its membership, including dealers, campground owners, manufacturers, suppliers, finance/insurance/aftermarket and rv service/repair companies of the recreational vehicle industry doing business in the Southwestern United States.

ARTICLE III – CODE OF ETHICS

Section 1. The members of this association shall at all times maintain high ethical standards in the personal and professional conduct of the business affairs so as to bring credit to the recreational vehicle industry and shall abide the Code of Ethics established by the Board of Directors and approved by the membership at its annual meeting.

Section 2. The Texas Recreational Vehicle Association and its individual members shall conduct their activities in compliance with Federal Anti-Trust Regulations.

ARTICLE IV – MEMBERSHIP

Section 1. REGULAR MEMBERSHIP – Membership in the Association may be extended to any firm which is actively engaged in, or which performs a service for the recreational vehicle industry. All membership applications will be subject to the approval of the Board of Directors.

Section 2. AFFILIATE MEMBERSHIP – When a member has more than one (1) operation, and additional operation(s) may be joined as Affiliate Member(s) without voting privileges or eligibility to hold office in the association.

Section 3. ASSOCIATE MEMBERSHIP – Any person or firm not directly related to day-to-day in the recreational vehicle industry may be eligible for Associate Membership, but shall not have voting privileges or hold office in the Association.

Section 4. TENURE MEMBERSHIP – Any person who has eight (8) or more years as an active voting member in the Association and is no longer active in a recreational vehicle related business and desires to remain active in the Association may, with the board approval, continue their membership so long as they desire to remain active. A tenure member is entitled to vote or hold office if he/she maintains the same member segment annual dues rate. A tenure members without voting privileges and not eligible to hold office may be active at a nominal dues rate as designated by the Board of Directors.

Section 5. LIFETIME MEMBERSHIP – Any person or firm rendering unusual or praiseworthy service to the recreational vehicle industry or making an outstanding contribution to the success or general welfare of the Texas Recreational Vehicle Association may be elected to Lifetime Membership with full voting privileges by a majority vote at a general membership meeting.

Section 6. HONORARY MEMBERSHIP – Any person or firm rendering unusual or praiseworthy service to the recreational vehicle industry or making an outstanding contribution to the success or general welfare of the Texas Recreational Vehicle Association may be elected to Honorary Membership by a majority of the Board of Directors. An honorary member shall not be eligible to vote or hold office in the Association.

Section 7. SUSPENSION OF MEMBERSHIP – The Board of Directors may, for good cause, suspend or terminate any membership. Violation of the Association’s Code of Ethics shall be good and sufficient cause of a suspension or termination. Any member more than ninety (90) days past due in any dues payment or payment of other funds owed to the Association shall be automatically suspended from membership. Any member subject to expulsion by the Board of Directors must be given 30 days written notice prior to such action and shall have 30 days from receipt of such notice to be heard by the Board as to why expulsion should not take place. The membership shall be reinstated if full payment is received within thirty (30) days following such suspension; thereafter, a new application for membership must be submitted. All Association insignia remains the property of the Association.

Section 8. CLASSIFICATION OF MEMBERSHIP – All applicants for new membership and renewal will be classified (with respect to the segment of the industry their business represents) by the Board of Directors at the next regular Board meeting. The State Office Staff and/or Membership Committee may screen applications prior to the Board meeting and make recommendations to the Board, but final determination will be the responsibility of the Board only. Emphasis should be placed on those applications who are selling supplies and/or RV units at the consumer level such applicants shall be classified as dealers of whether or not they have a dealership license (P-number).

ARTICLE V – DUES

Section 1. A schedule of annual membership dues for each category of membership shall be established by the Board of Directors. Lifetime and Honorary Members will be the only non-paying dues members.

Section 2. One year’s dues shall be paid upon application for membership and annually thereafter on January 1.

ARTICLE VI – OFFICERS AND DIRECTORS

Section 1. The elected officers of the Association shall be, President, Vice-President, Treasurer and Secretary. The offices of Treasurer/Secretary may be held by the same person. These officers shall be elected at the annual meeting. They will be installed after the elections at the annual meeting and their office shall commence upon installation or at the annual meeting.

Section 2. The Board of Directors of the Association shall be composed as follows: the elected officers of the Association, the Immediate Past President; the President of chapter of the Association; the current Show Chairman, Convention Chairman, Membership Chairman, Government Relations Chairman, Education Chairman, and the duly elected representatives from each category of membership; i.e. Manufacturer, Dealer, Campground, Supplier or Service. Each category whose voting membership exceeds 10% of the total voting Association membership shall have two (2) duly elected representatives; any category exceeding 25% of total voting membership shall have three (3) duly elected representatives. Each representative shall serve a two (2) year term. In those categories entitled to two representatives, whose representatives shall be elected in alternate years. No two (2) persons from the same firm or its subsidiary shall hold elected office concurrently on the Board of Directors with the exception of the duly elected chapter President.

Section 3. All elected officers and all elected category representatives to the Board of Directors shall be selected by a majority of the votes cast by the general membership in attendance at the annual meeting. No person shall serve as an elected officer or category representative and as a chapter President at the same time. No person shall be elected President who has not served at least one year on the Board of Directors. No person may be elected to the same office or as category representative for more than two terms in succession.

Section 4. The Board of Directors shall be the governing body of the Association and shall have the power and responsibility to conduct, manage, supervise and control the business, property, funds and all the activities of the Association.

Section 5. The President shall preside at all meeting of the Association (exclusive of committee meetings) and of the Board of Directors and shall be responsible for the implementing of all actions taken and all policies established by the Board of Directors. In absence of the President, the Vice-President shall perform the duties of the President, if the office of President becomes vacant due to the incapacity or resignation of the President, the Vice-President shall succeed to the office of the President and the Board of Directors shall elect a Vice-President for the unexpired portion of the term of office.

Section 6. The Board of Directors shall appoint an Executive Director who shall be the chief of staff executive officer of the Association. A two-thirds (2/3) majority vote of the Board members present at a regular of called meeting is necessary for the appointment of discharge. The Executive Director will be responsible directly to the President.

Section 7. The Treasurer shall be responsible for proper records of the financial transactions and condition of the Association and shall furnish a report to the Board of Directors at each regular meeting. A certified audit shall be made each fiscal year of the books and records of the Association. Copies shall be furnished to each Board member immediately following completion of the audit and reviewed at the next Board of Directors meeting.

Section 8. The Secretary, assisted by the Executive Director, shall be responsible for the keeping of a record of all official actions of the Association and of the Board of Directors including minutes of all meetings. They shall assist the President to prepare the agenda. They shall be responsible for the additional following duties: notification to all committees of their appointments; keeping a record of members and officers of the chapters; having custody of all records of the Association.

Section 9. In the event that a chapter President cannot attend a regular meeting or called meeting of the Board of Directors of the Association, he may send an alternate from that chapter, if the alternate is supplied with written authority by the elected chapter President and it is presented to the Association’s President at the meeting.

Section 10. Should a vacancy occur in the Board of Directors in the Association during the year, other than a chapter President, the President may appoint a replacement from the particular category of representation. This appointment must be ratified by a majority of the Board of Directors present at the next Board meeting.

Section 11. All elected officers and employees shall be bonded in an amount to be set by the Board of Directors.

Section 12. The authority to sign checks upon all or any funds of the Association for any authorized expenditures will require the signatures of at least two (2) of the following officers: President, Vice-President, Treasurer or the Executive Director. Expenditures shall be authorized by an annual budget prepared by the Finance Committee and approved by the Board of Directors. No funds shall be expended which are not authorized in the budget or specific Board action.

ARTICLE VII – COMMITTEES

Section 1. FINANCE COMMITTEE – There shall be a Finance Committee consisting of, but not limited to the Treasurer as Chairman, the Secretary, the Immediate Past President, and the Immediate Past Treasurer, whose duties will be to direct the fiscal policies of the Association and develop policies and programs and a budget which will maintain the Association on a sound financial basis.

Section 2. GOVERNMENT AFFAIRS COMMITTEE – There will be a Government Affairs Committee of the Association, consisting of a Chairman and two (2) more members of the Association, appointed by the President. Their duties will be to maintain a vigilant watch on legislative matters which affect the industry. They will also formulate programs which will assist the growth of the industry through legislative matters.

Section 3. MEMBERSHIP COMMITTEE – There will be a Membership Committee of the Association, consisting of a committee chairman and two (2) or more members of the Association, appointed by the President. Their duties will be to formulate plans and programs for the internal growth of the Association and the expansion of the membership.

Section 4. SHOW COMMITTEE – There will be a Show Committee with a committee chairman appointed by the President and as many members as deemed necessary to carry out the annual Southwest Recreational Vehicle Show. In so far as possible, the Show Chairman shall be designated at least twelve (12) months prior to the show.

Section 5. ETHICS & ARBITRATION COMMITTEE – There will be an Ethics and Arbitration Committee with a chairman and as many members as deemed necessary, appointed by the President to include representatives from the various segments of the recreational vehicle industry. This committee is to carry out programs to further enhance the image of the recreational vehicle industry; the Texas Recreational Vehicle Association to the public and to the industry; and to arbitrate any disputes and conflicts which may arise within the Association.

Section 6. LONG RANGE PLANNING COMMITTEE – There will be a Long Range Planning Committee, consisting of the Vice-President as the chairman of the committee and additional members as deemed necessary appointed by the President. This committee will act in an advisory capacity only, and will conduct and recommend to the Board of Directors long range planning for the development of the Association and its programs. The committee should meet every other year.

Section 7. AUDIT COMMITTEE – There will be an Audit Committee or a Certified Public Accountant appointed by the President. This committee or Certified Public Accountant will audit the books and records of the Treasurer at the close of each fiscal year and will report its findings to the membership at its annual membership meeting for approval.

Section 8. NOMINATING COMMITTEE – There will be a Nominating Committee consisting of the Immediate Past President, who will serve as Chairman, and a minimum of six (6) Past Presidents appointed by the President.

The current President will also serve on the committee unless they are seeking a second consecutive term, in which case they shall recuse themselves or the Chairman shall deem them ineligible to serve on this committee. The Chairman and four Past Presidents shall constitute a quorum of any regular meeting. If the Immediate Past President cannot serve as Chairman, the Past Presidents in attendance shall elect an acting Chairman.

The Vice President and the Executive Director shall not be included as ex-officio on the Nominating Committee. However, the Nominating Committee may wish to interview the Executive Director or Vice President, in which case the Chairman will so request their presence at the appropriate time. The Executive Director and the Vice President will prepare a slate of eligible member nominees for Committee consideration and selection. The Nominating Committee’s slate of nominees will be presented to the membership at its annual membership meeting.

Section 9. INSURANCE COMMITTEE – The will be an Insurance Committee consisting of a Chairman and two (2) or more members of the Association appointed by the President. Duties will be to develop and review insurance programs beneficial to the membership. All programs will be reviewed annually.

Section 10. CONVENTION COMMITTEE – There will be a Convention Committee consisting of a committee chairman and two (2) or more members of the Association, appointed by the President to carry out the annual convention which is deemed desirable by the Board of Directors of the Association. In so far as possible, the convention Chairman shall be selected at least two (2) years prior to the convention for which he is responsible.

Section 11. EDUCATION COMMITTEE – There will be an Education Committee consisting of a committee Chairman appointed by the President and as many members as deemed necessary to carry out the responsibilities of the committee. Their duties will be to identify areas of interest to the segments of membership from which to develop seminars and continuing education opportunities.

Section 12. AWARDS COMMITTEE – There will be an Awards Committee consisting of a committee Chairman and two (2) or more members of the Association, appointed by the President. Their duties will be to select award design and inscriptions for those members who are to be recognized for service to the Association.

Section 13. CONSUMER TRAVEL CLUB – There will be a Consumer Travel Club consisting of a committee Chairman appointed by the President and as many members as deemed necessary to carry out the responsibilities of the committee. Their duties will be to develop and oversee the consumer travel club.

Section 14. All standing committees shall be ratified by a majority vote of the Board of Directors of the Texas Recreational Vehicle Association.

Section 15. As specific needs arise, the President may appoint an ad-hoc committee to cover a certain need within the Association.

Section 16. The President, Vice-President and Executive Director shall be members ex-officio of all committees with full voting privileges of voting.

Section 17. EXECUTIVE COMMITTEE – There shall be an Executive Committee consisting of the President, Vice-President, Treasurer, Secretary, Past President and the Executive Director. The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these bylaws. Actions of the Executive Committee shall be reported to the Board at the nest regularly scheduled Board meeting. A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the committee. The President shall call such meeting of the Executive Committee as the business of the Association may arise.

Section 18. All TRVA committee chairpersons appointed by the President shall have the option of adding committee members to their respective committees.

Section 19. There shall be a Special Awards Committee to be chaired by the immediate past recipient of the W.H. Bill White Award. If the immediate past recipient is unable or unwilling to chair the committee, the current President will appoint another past recipient to fill the position of Chair.

▪ The committee members for the selection of the W.H. Bill White Award will consist of all past recipients of this award and a member of the W.H. Bill White family.

▪ The committee members for the selection of the Outstanding Achievement Award or any other special award that may be appropriate, shall consist of a minimum of the five past recipients of the Outstanding Achievement Award to be appointed by the President.

The Executive Director and Officers of the Association shall not serve as ex-officio on the Special Awards Committee, although their input will be considered.

ARTICLE VIII – OFFICE LOCATION

The principal office of the Association shall be located in Austin.

ARTICLE IX – MEETINGS

Section 1. The annual meeting of this Association shall be held each year at a place and on dates selected by the Board of Directors. The convention Chairman shall make recommendations for a site selection to the Board of Directors at the earliest possible date and no later than eighteen (18) months prior to the convention.

Section 2. Twenty (20) voting delegates in good standing shall constitute a quorum for any annual membership meeting.

Section 3. A minimum of three meetings of the Board of Directors shall be held each year in Austin or in other locations, as recommended by the President and approved by the Board of Directors. Special meetings of the Board of Directors may be called at any time by the President or at the request of five (5) or more members of the Board provided twenty-four (24) hours written notice is given each member of the Board. Special meetings shall be held in Austin. Board members may be polled by telegram, telephone or mail to secure a decision in an emergency.

Section 4. Forty percent (40%) of the members of the Board of Directors shall constitute a quorum of any regular or special meeting of the Board.

Section 5. There shall be no electronic poll of the members of the Texas Recreational Vehicle Association Board of Directors unless each director has in his or her possession a printed dissertation of the subject of the poll; the only exception would be if the Board had previously discussed the subject of the poll, in detail, at a prior duly called Board meeting and have in their possession a copy of the minutes of that meeting.

ARTICLE X – ELECTIONS

Section 1. Each member in attendance at the annual membership meeting shall have one (1) vote per member firm. Any Lifetime Member who is also principal of a members firm shall have only one vote and shall vote as (or for) the members firm. The credentials of each member in attendance at the annual membership meeting shall be established by a Credentials Committee appointed by the President, for this purpose, prior to any voting action.

Section 2. All nominees, including appointees, must be members of the Association in good standing.

ARTICLE XI – CHAPTERS

Section 1. Chapters shall be divided into separate geographical areas as approved by the Board of Directors of TRVA. Chapters may be formed by an interested group of five (5) or more voting members by writing the Association Secretary or Executive Director who will submit the request to the Board of Directors for consideration. Those active chapters already formed and presently sanctioned by the Texas Recreational Vehicle Association will remain a viable chapter if three (3) or more active members desire to remain as a chapter.

Section 2. Chapter memberships are available only to TRVA members.

Section 3. TRVA members may join local chapters with full voting privileges in areas where their physical operation is located. Firms that have multiple locations may join the local chapter with full voting privileges. TRVA members may be non-voting, members in chapters in which they do not have a physical location.

Section 4. The TRVA member’s physical operation must be in the same geographic area as assigned to the local chapter by the Board of Directors of TRVA in order to join the local chapter as a voting member.

Section 5. Local chapters may set chapter dues for various membership categories appropriate to the individual chapter needs and in keeping with the bylaws of the local chapter. All membership category and dues charges must be submitted to the TRVA Board of Directors for approval before being acted upon by the local chapter.

Section 6. ELECTION OF CHAPTER OFFICERS – Chapter officers shall be elected at a chapter meeting held not less than fifteen (15) days prior to the annual meeting and convention and shall take office at the beginning of the fiscal year unless the chapter itself votes otherwise.

Section 7. It shall be mandatory for chapter Secretaries or Secretary/Treasurer to submit to State Headquarters the name of the chapter officers elected for the ensuing year, together with their addresses, immediately after election.

Section 8. TRANSFER – Any member in good standing in the Texas Recreational Vehicle Association moving from vicinity of his chapter shall be entitled to a certificate from his chapter stating his membership shall be a member-at-large until he joins another and pays local chapter dues. The dues already paid shall remain with the original chapter.

Section 9. Local Chapters shall adopt bylaws which are not in conflict with the association charter or bylaws. Chapter bylaws and bylaw amendments must be submitted to the TRVA Executive Committee for review before final adoption by the local chapter.

Section 10. No chapter nor officer or member thereof shall incur any liability or encumbrance on the property or funds of the Association without the specific written authority of the President and the Executive Director acting upon the direction of the Board of Directors.

Section 11. Each chapter of the Texas Recreational Vehicle Association shall conduct its activities in compliance with the Federal Anti-Trust regulations.

ARTICLE XII – RULES OF ORDER

Robert’s Rules of Order, revised, shall be the parliamentary authority of this Association on all cases and instances not specifically covered in the Association charter or bylaws.

ARTICLE XIII – AMENDMENTS

Section 1. These bylaws may be amended by a two-thirds (2/3) vote of those delegates present and voting at any annual membership meeting provided the proposed changes have been submitted to the membership in written form or electronic form (email or facsimile) at least thirty (30) days prior to the time of the meeting at which the changes are to be voted upon.

Section 2. These bylaws may also be amended by the Board of Directors by a two-thirds (2/3) vote of the entire Board, such amendment to be effective only until the next membership meeting unless it is approved by the members at such meeting as provided in Section 1.

ARTICLE XIV – DISSOLUTION

On dissolution of the Texas Recreational Vehicle Association any funds or assets 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.

Rev. 8/13/2012