Membership Rules & By-Laws of
The Livery Round Table, Inc.

Meetings

Section 1:
Meetings will be held at least quarterly for the Board of Directors and the Annual Meeting will be held annually during the month of November.
Section 2:
Three (3) or more Board of Directors may call additional or emergency meetings based on their best judgment and in the interest of The Livery Round Table and such call for a meeting must include at least one (1) Permanent Board of Directors.
Section 3:
Committees shall call for and conduct meetings based on their particular needs and at the direction of their respective Committee Chairperson.

Board of Directors

Section 1: The two (2) founding firms, Carmel Car & Limousine Services and Dial 7 shall be Permanent Founding Members of the Board of Directors.

Section 2: Each founding group shall select from within their own organizations, one (1) Board of Director. The founding groups are:

Carmel Car & Limousine Services
Dial 7 Car & Limousine Services
NYC Independent Livery Owners Corp.
The NYS Federation of Taxi Drivers, Inc.
NYC Fleet Livery Owners Association, Inc.
United As One TLC Base Owners Association, Inc

Livery Base Owners Coalition

Board of Livery Owners Corp.

United African Livery Drivers & Base Owners Association

Section 3:  Additional groups or organizations may be added from time to time based on a formal vote of the current Board of Directors. If other groups are added, they too shall be entitled to have one (1) Board of Director who is selected based on the procedures of their own organizations.

Section 4:  It is recognized that there may be members of each group that have members from a different group. At no time is any Board of Director or Member Organization allowed more than one (1) vote on the Board of Directors.

Section 5: The Board of Directors shall select one (1) Vendor to serve on the Board of Directors for a term of two (2) years. No Vendor Board of Director may serve more than three (3) consecutive terms.

Section 6: The property, affairs and business on The Livery Round Table, Inc. shall be managed and controlled by its Board of Directors. The Board of Directors may, by general resolution, delegate to the Executive Director and to Committees, and such powers as provided for in these Bylaws.

Section 7: Notices of any meeting of the Board of Directors shall be sent to each Director by U.S. mail, overnight courier, facsimile, electronic mail or other mode of written transmittal setting the time for such meeting.

Section 8: Quorum.  A presence of a majority of the voting members of the Board of Directors which includes at least one (1) Permanent Board of Directors shall constitute a quorum for the transaction of business.

Section 9: Teleconferencing. Meetings of the Board of Directors may be conducted by teleconference, conference call or other electronic means, as permitted by law, provided that all Board of Directors can communicate with one another. Votes of the Board of Directors taken in such manner shall have the same force and effect as votes at a meeting where they would be as physically congregated.

Section 10: Action by Unanimous Written Consent. Where permitted by law, any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all Directors entitled to vote with respect to the subject matter.

Section 11: Term of Office. The two (2) Permanent Founding Directors or their designee shall serve in perpetuity. The Directors of each Founding Organization shall serve as determined by their respective organizations.

Officers

Section 1: Officers.  The Board of Directors shall decide to elect and designate any officers to be vested with such authority and to be obligated to perform as they shall deem necessary and proper for the fulfillment of its overall objectives. If a Board of Director assumes the position of an officer or employee, his/her term as a Board of Director ends and must be replaced by the respective group or Founding Organization.

Section 2: Term of Office. Any officer shall serve at the pleasure of the Board of Directors and the Board is authorized to enter into any written contract to obtain any such services.

Section 3: Removal. Any Board of Director, Officer or employee may be removed from office or position at any time by an affirmative vote of two-thirds of the Board of Directors, whenever in their judgment the best interest of The Livery Round Table would be served.

Section 4: Executive Director. The Board of Directors shall select and designate an Executive Director either by entering into an administrative service contract, with any individual, association, company to manage the administrative affairs of The Livery Round Table. The Board of Directors may also designate any individual employed by any member organization, either with or without compensations to occupy this position.

Duties

Section 1: Board of Directors. Shall act in the best interests of the member organizations and act as the executive decision authority in all matters. They shall set all agendas, direction, planning and control over the affairs of The Livery Round Table.

Section 2: Executive Director. The Executive Director shall conduct the overall administrative and office functions on behalf of The Livery Round Table. The Executive Director shall keep the administrative records and files and financial records, bank account(s), check book and accounts which must be separate from any other organization. The Executive Director shall also be responsible for the custody of the association’s property and shall be responsible for keeping accurate minutes of all meetings, notifications of meetings, annual reports, elections and internal and external correspondence.

Section 3: Ex-Officio - Committees. The Executive Director shall be an ex-officio of all Committees and have a vote on such Committees.

Section 4: Ex-Officio – Board of Directors. The Executive Director shall be an ex-officio, non-voting member of the Board of Directors except in the event of a tie vote of the Board of Directors.

Finances/Instruments/Funds/Records

This association is founded on the mutual trust and desire to actively work for the overall good of the membership. No Board of Director shall be regularly compensated for such service. It is recognized that direct expenses may be incurred by any Director, Committee or Executive Director. Such expenses should be anticipated and approved by the Executive Director or Board of Directors. Any such directly related expense must be approved and proper receipts or explanations provided before payment is made.

Section 1: Inurnment. No part of the net earnings shall inure to the benefit of, or be distributed to any Board of Director, Committees, Committees Members, Employees, Executive Director or other private persons.

Section 2: Expenses. The Executive Director is authorized to sign checks or expend money up to $500.00 for the normal administrative costs associated with the office direct expenses. Any expense over $500.00 requires the signature of at least one (1) Permanent Founding Board of Director and if possible both and if not than by one other Board of Director. The Board of Directors will establish and publish spending guidelines which shall require a two-thirds vote of the Board of Directors for acceptance or any subsequent changes.

Section 3: Contracts. The Board of Directors may authorize the Executive Director to enter into any specific contract or execute and deliver any instrument in the name of and on behalf of The Livery Round Table; any such authority is to be confined to specific instances or conditions as decided by the Board of Directors.

Section 4: Deposits. All funds shall be deposited from time to time to the credit of The Livery Round Table in such banks, trust companies or other depositors that are properly approved by the laws of New York State Banking Department.

Section 5: Funds. The Board of Directors or the Executive Director may accept on behalf of The Livery Round Table any contribution, gifts, dues, bequests, or devise for any purpose set forth in the Articles of Incorporation or Bylaws of The Livery Round Table.

Section 6: Books & Records. The Livery Round Table shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board of Directors and of its Committees.

Section 7: Internal Controls. The Board of Directors shall establish policies and procedures to ensure that proper and adequate controls exits.

Section 8: Annual Financial Audit. There shall be an annual audit of all financial records by an accredited independent Certified Public Accountant, to be designated from time to time by the Board of Directors.

Committees

Section 1: Authority. The Executive Director with the approval of the Board of Directors may designate and select any standing or ad hoc committees for the accomplishment of the overall administrative and particular functions of The Livery Round Table. No Committee shall have executive power in any action. Its purpose is to perform such duties and make recommendations to the Executive Director or Board of Directors.

Section 2: Executive Committee (Standing). The Board of Directors shall select from among itself three (3) Directors to review and advise the Executive Director on the conduct of the administrative and financial functions.

Section 3: Membership. This committee shall be responsible to assist in the development of new members either for The Livery Round Table or any of its member organizations.

Section 4: Ethics (Standing). This committee shall be responsible to review any complaint or claim of ethical violations which may result in adverse opinion or negatively reflect on the The Livery Round Table, All discussion, records or information pertaining to the Ethic Committee shall be confidential and the results reported only and directly to the Board of Directors.

Section 5: Ad Hoc Committees. From time to time, there may be specific needs to establish committees to serve a particular need, function or event. Such committees will serve only for the duration of the need.

Membership

Section 1: Permanent Founding Members. The two (2) Permanent Founding Members are Carmel Car and Limousine Service and Dial 7 Car & Limousine Service. These two  Members shall have permanent membership on the Board of Directors.

Section 2: Founding Member Organizations. These Members shall have a Board of Director member as determined by their own rules and selection process and consist of thee following organizations:

Liver Base Owners Coalition
NYC Independent Livery Owners Corp.
The NYS Federation of Taxi Drivers, Inc.
NYC Fleet Livery Owners Association, Inc.
United As One TLC Base Owners Association, Inc
Board of Livery-Transportation Industry Trades, Inc.
United African Livery Drivers & Base Owners Association
.

Section 3: Associate Members.  The Board of Directors shall from time to time vote to permit vendor organizations, individual base owner, drivers or firms to join The Livery Round Table. Any properly licensed ground transportation service firm or an individual that works in or for the livery industry may apply for membership. A completed membership application must be submitted with the appropriate initial membership fee.

Section 4: Vendor Membership. Shall be allowed for sponsors, vendors, suppliers or other industry related individuals or firms having an interest or relationship in the livery ground transportation industry.

Section 5: Honorary Membership. The Board of Directors shall have the sole authority to award non-voting, Honorary Membership, as it sees fit, to recognize an individual or group in appreciation for service to the livery industry or The Livery Round Table.

Section 6: Quorum – at any General Membership Meeting a quorum of at least five (5) consisting of at least both (2) Permanent Founding Member and three (3) Founding Members or (1) Permanent Founding Member and (4) either Founding Members or Associate or Vendor Member must be present for any binding vote. At any meeting, a simple majority is required to pass any rulings or decisions. The Executive Director shall not vote at any meeting unless to break a tie vote.

Section 7: Competition. The Board of Directors shall be the sole authority in determining if membership is to be granted or revoke for any organization, firm, group, individual or vendor that is in competition with the livery industry or The Livery Round Table.

Dues

Section 1: Permanent Members, and Founding Members dues shall be set by the Board of Directors on a per year basis and pro-rated accordingly.

Section 2: Associate Membership dues shall be set by the Board of Directors on a per year and pro-rate accordingly.

Section 3: Vendor Membership dues shall be established by the Board of Directors based upon levels of sponsorship.

Section 4: Non-Payment. Any member (all categories) who is in arrears for more than ninety (60) days shall be suspended and not eligible to participate or vote at any meeting.

Section 5: Payment. Upon acceptance by the Board of Directors of a member, one third (1/4) of the annual dues is payable within thirty (30) days of acceptance. The balance of the annual dues is payable over the term of the first year of such membership. Or if otherwise authorized by the Board of Directors.

Section 5: Changes of Dues. Annual dues may not be changed except at the annual membership meeting.

Section 6: Assessments: If an assessment is required, it shall only be required based on a vote on at a General Membership Meeting or Special Membership meeting with proper notice given at least thirty (30) days in advance. Once an assessment is approved all Members must pay the assessment within thirty (30) days or be considered in arrears and thereby suspended.

Other Individuals

It may be necessary from time to time to have selected individuals regularly compensated for services. Any such individual designated to receive compensation other than reimbursement for expenses, if also a Member, in any category, shall not be allowed to hold a Board of Director position.

Policies

The Board of Directors shall establish the following policies that may be revised from time to time.

Section 1: Conflict of Interest. This shall address and anticipated situation which may exist or cause to exist a relations for the Board of Directors, members or vendors which is not in the best interest of the The Livery Round Table or its members.

Section 2: Whistleblower Reporting. It is the intention of The Livery Round Table to comply with all appropriate rules, regulations and laws. Any violations known or implied are to be brought to the Board of Directors. A formal policy to ensure Whistleblowers are not penalized will be established.

Section 3: Document Destruction. In order to maintain the proper legal status, The Livery Round Table will comply with the appropriate procedures for document retention and establish safe guards to prevent destruction of such records. The Board of Directors
will establish and monitor such procedures.

Section 4: Discrimination. The Board of Directors shall establish proper procedures to ensure compliance with all city, state and federal requirements. Discrimination in any form will not be tolerated.

Section 5: Sexual Harassment. The Livery Round Table will not tolerate any such activity and will establish a formal policy.

Formation & Termination

Section 1: This organization is being established pursuant to Section 402 of the New York Not-for-Profit Corporation Law. At the time of termination, dissolution or decision to stop operations any benefit, monies or value may only pass to another Exempt organization. At no time may any part of the net earnings of this organization inure to the benefit of any private shareholder or individual.

Section 2: Any value, property, money or other such value shall be disposed of in accordance with the rules, regulations and laws of New York State.

Amendments

Section 1: Any amendment to these By-Laws can only be approved at a General Membership Meeting by sixty percent (60%) vote of the voting members present.

Section 2: These By-Laws were approved at the initial meeting held on April 29, 2010.