By-Laws
BY-LAWS
For Southeast Comptrollers’ Association
03/09/2015
ARTICLE I
Name
The name of this organization is and shall continue to be Southeast Comptrollers’ Association (the “Association”).
ARTICLE II
Location
The Association headquarters of this organization shall be at the dealership address of the current President.
ARTICLE III
Duration
The duration of this organization shall be perpetual.
ARTICLE IV
Objective
The objectives of the Association are to: Promote goodwill among the dealerships
Increase knowledge of the Toyota Accounting System among members by networking and exchanging accounting techniques
Strive to enhance dealer efficiencies through ongoing professional training
Encourage implementation of the highest standards of financial management at the dealerships
ARTICLE V
Structure
This Association shall be a non-profit organization whose members shall have the sole right to govern and control all of its activities through its Association Officers. Association Officers are defined in ARTICLE VII of these By-Laws.
Operations
SCA is established exclusively for the furtherance of business knowledge as a not-for-profit professional association. It is classified as a 501(c)(6) organization under the Internal Revenue Code.
Governance
The SCA membership will have the sole right to govern and control all activities through its Association Officers as described in Article VI.
Financial Restrictions
No part of the income, earnings or assets of SCA shall inure to the benefit of any officer, member or other individual or entity.
Dissolution
Upon dissolution of SCA, any assets of the association will be distributed to an organization that has exempt status under 501 (c)(3) of the Internal Revenue Code or successor statutory authority.
Fiscal Year
The fiscal year is the calendar year.
ARTICLE VI
Membership
Section 1. The membership shall be limited to persons employed full time with a Southeast Toyota dealership and are responsible to the dealer for the maintenance of accounting records, preparation of the monthly financial statement and pays current year Association dues as required under Article XI.
Section 2. Membership in this organization shall be of two classifications: Regular and Honorary.
A Regular member shall be one who has complied with all requirements for membership in the Association.
An Honorary member shall be a person who has rendered some special service to the organization. No honorary member shall be entitled to hold office or have the right to vote.
ARTICLE VII
Responsibilities of each Association Office
Section 1. The Association Officers shall be a President, a Vice-President, a Treasurer and a Secretary.
Section 2. The Officers of the organization shall each serve a term of two years. An Officer may serve two consecutive terms in the same office; however they cannot serve three consecutive terms in the same office. Officers’ term may exceed or conclude their two year term if the next scheduled annual nomination occurs before or after the said Officers’ terms are scheduled to end. In this case, the length of time a term is shortened or lengthened would not be significant. An Officer can also end his/her term before his/her scheduled date if she/he ceases to meet Association membership requirements as outlined in Article VI of these By-Laws.
Officers will rotate every year. This will allow the current officers to help the newly elected officers with their transition into office. Starting in 2016, nominations for President and Secretary will be held. The Vice President and Treasurer will remain in office until 2017. Annual elections for the following offices will be held as follows:
2017 Vice President, Treasurer
2018 President, Secretary
2019 Vice President, Treasurer
2020 President, Secretary
This process will continue until otherwise voted upon by the Association.
Section 3. PRESIDENT. The President shall preside at all Association meetings of the Association Officers and at all Association membership meetings. He/she shall be the Officer who executes on behalf of the Association, all agreements and documents made by the Association and shall have general supervision over the Association’s business affairs conducted by the Association Officers.
The President will also serve as the custodian and historian of the Association's memorabilia and photographs. As the custodian, the president will have possession of photo albums of past events. Photos of recent events will reside on the Association website and social media sites.
Section 4. VICE PRESIDENT. The Vice President shall perform all the duties of the President in the event of death, incapacity or non-availability of the President, and such duties, if any, as may be prescribed from time to time by the Association Officers. The Vice President will run the process of election of Officers which includes collecting nominations, verifying acceptance of nomination by candidate, compiling candidate statements, and providing a copy of all candidate statements to members present at the annual meeting of the Association.
Section 5. SECRETARY. The Secretary shall keep an accurate record of the proceedings of the Association and Association Officers’ meetings and shall give notice of such meetings to members and/or Officers as required by these By-Laws. Each outgoing Secretary will pass on a permanent archive to each incoming Secretary beginning with the earliest existing year, so that a continuous historical record is maintained. Such archives will remain Association property.
Section 6. TREASURER. The Treasurer shall have custody of the funds of the organization and shall list the President of the Association as an authorized signor on the account. He/she must keep the accounting records showing all cash receipts and disbursements; disburse monies as approved by any two Association Officers upon presentation of proper receipts and/or invoices; reconcile the organization’s checking account; and prepare a financial report to be presented at the Association meetings. The Association bank statement shall be audited each year at the fall officers meeting and again at the annual association meeting. The audit will be conducted by the associations current President, Vice President and Secretary. It is the responsibility of the Treasurer to have these documents at the meetings and available for auditing. Each outgoing Treasurer will pass on a permanent archive to each incoming Treasurer beginning with the earliest existing year, so that a continuous historical record is maintained. Such archives will remain Association property.
Section 7. VACANCIES. In the event a vacancy occurs in Association office of Vice President, Treasurer or Secretary, the Association Officers shall elect a member qualified for such office, to serve the remainder of the term of such office.
ARTICLE VIII
Officers of the Association
Section 1. The Association Officers of the Southeast Comptrollers’ Association shall consist of the organization as set forth in Article VII of these By-Laws.
Section 2. The Association Officers shall manage and control the affairs, policies, and business of the organization.
Section 3. The Association Officers shall hold at least two meetings annually. A meeting shall be held in the fall at a location to be determined based on recommendations of Southeast Toyota Distributors, LLC and management of Southeast Toyota Business Management and/or Market Representation. An additional meeting shall be held the day prior to the organization’s annual conference. Special meetings may be called by the President or by any three Association Officers. Notice of the date, time and place of any Officers’ meeting shall be given to each Officer at least seven days prior to such meeting by regular mail, addressed to the last known address of each Officer.
Section 4. The Association Officers may conduct business in person by telephone or by any other means of communication, which the Officers deem appropriate.
Section 5. COMMITTEES. The Association Officers have the ability to appoint committees to carry out certain tasks such as passing out ballots and tallying election ballots. The following committees are to be established:
Speaker Committee: To choose all speakers and guests for the annual meeting, with the aid of the SET Market Representation department.
Sponsor Committee: To work with Chairperson of the committee to select speaker(s)
for our annual Association meeting.
Recruiting Committee: To recruit new controllers to join the Association. Controllers are constantly changing, and there is a need to reach out to them concerning our Association.
Event Committee: To coordinate the planning of the annual meeting of the membership, with support from the SET Market Representation department and the other SETCA committees.
ARTICLE IX
Annual Meetings
Section 1. There shall be an annual meeting of the membership of the organization at the annual conference. The purpose of the annual meeting shall be to discuss old and/or new Association business as well as open floor discussions. Also, at the annual meeting, on election years, the Association will elect the Officers of the organization who will constitute the Association Officers.
Section 2. No quorum is required to conduct annual meetings of the Association.
Section 3. A majority of the members present shall have the power to transact the business of the organization. The annual meeting of the organization may be adjourned from time to time until the organization’s business is completed.
Section 4. During election years, 60 to 90 days prior to the annual meeting, the Vice President will ask that nominations for Association Office be sent to him/her. An Association member can nominate themselves for Association Office.
Section 5. The Vice President will follow the specific procedures of “ARTICLE VII. RESPONSIBILITIES OF EACH ASSOCATION OFFICE, Section 4-VICE PRESIDENT,” to present the slate of candidates to the Association members at the annual meeting. Prior to the election, the call for nominations from the floor will be made and seconded. Upon acceptance of the nominee, that nominee will then become a candidate for office.
Section 6. Each candidate for Association office shall be a qualified member of the Association as set forth in ARTICLE VI. MEMBERSHIP, Section 1 and must be present at the election year’s annual meeting to be elected. The Vice President and Treasurer of the Association will review each candidate for office and determine candidate’s eligibility based on ARTICLE VI. MEMBERSHIP, Section 2A and 2B. Any candidate found to be ineligible for office under these sections will be disqualified. The President will inform the candidate of this disqualification before votes are cast at the annual meeting.
Section 7. The election of Association Officers shall be by written, secret ballot of members present at the annual meeting and/or by absentee ballots received thirty days prior to annual conference by an appointed Association member. No absentee ballots will be accepted prior to 30 days of the annual conference and no ballots will be accepted after the final ballot count. A candidate for Association office will be elected by the majority of ballots cast. If any candidates running for a particular office do not receive a majority vote, then a run-off shall be held immediately thereafter between the candidates; the candidate with the most ballots shall win the election.
ARTICLE X
Parliamentary Authority
Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered in these By-Laws. Any conflict among these authorities shall be governed in the following precedence: The By-Laws of the Association shall govern first, and the Robert’s Rules of Order, Newly Revised, second.
ARTICLE XI
Dues, Contributions and Expenditures
Section 1. DUES. Each member of the Association will pay dues of seven hundred fifty dollars ($750.00) per calendar year to the Treasurer of the Association, before the annual meeting. This amount may be changed by the vote of the majority at any annual meeting.
Section 2. EXPENDITURES. The Treasurer will disburse funds for all legitimate, receipted Association expenditures. The expense for the annual fall Officers meeting are handled as follows: The Association pays for up to two days lodging for each of the Officers in attendance.
The Association will seek sponsorship from Southeast Toyota Distributors, LLC to pay for the airfare from the Officers home city to the destination of the annual Officers Meeting for each Officer in attendance.