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BY-LAWS OF TEXAS ASSOCIATION OF RENTAL AGENCIES, INC.

ARTICLE I

The name of the Corporation shall be the TEXAS ASSOCIATION OF RENTAL AGENCIES.

It is incorporated under the laws of the State of Texas as a Non-Profit Corporation.

ARTICLE II
Purpose

The purpose of this association shall be to bring into membership ethical and congenial persons, firms and corporations engaged in the rental business; the acquisition, preservation and dissemination of educational matters pertaining to such business and generally to interchange views, promote the general welfare and evaluate the standards and conduct of the same.

ARTICLE III
Active Full Membership

The definition of “Member” of this corporation shall be persons, firms and corporations involved in renting, wholly or in part. Member qualification shall also require payment of the full amount of dues; that these persons are in good standing in the community of their respective businesses, of reputable character, and have no felony conviction. Members shall have one vote per company regardless of the number of branches, separate units or number of individuals attending meeting of the membership. The number of attending Members shall constitute a quorum at meetings of the membership. Proxy vote(s) will not be accepted.

ARTICLE IV
Dues

Dues and special assessments of Active Members shall be prescribed in such amounts and payable at such times as deemed by the Board of Directors. All Members must comply with the requirements of membership. The Board of Directors may use a portion of the dues collected to pay for lobbying services.

ARTICLE V
Associate Membership

An Associate Member may be a person, firm or corporation engaged in related business with the Active Member. Dues shall be set by the Board of Directors for the Associate Member and he shall not have voting privileges nor serve as an Officer or Director.

ARTICLE VI
Removal of Members

Members of the General Membership Body, Executive Board and Executive Committee may be suspended for any period of time or may be suspended permanently from the membership hereof for bad conduct. Bad conduct shall be defined as conviction of a felony where the sentence is not suspended. Removal may result on approval of two-thirds (2/3rds) of the Board Members present.

ARTICLE VII
Directors

The Board of Directors, as herein constituted, shall manage and control the affairs of the corporation. They shall be nominated and elected by the General Membership, and must qualify as Texas residents and Active Members in good standing, with each company having one vote for each director. Persons nominated to serve as a director must be authorized by their company, which must be an Active Member in good standing. The Board of Directors shall consist of as many in number as may be desired by the Majority member vote, with a maximum of two directors from any one company.

The Directors, as a group, may nominate and elect a Chairman. The Chairman will preside at all meetings and will have the authority to call special meetings when in his or her opinion, it seems necessary for the welfare of the corporation. An emergency board meeting shall be called at the request of 20% of the board members. They shall give reasonable notification and purpose for all meetings in writing to the last known address as reflected by the membership list.

The Board of Directors will nominate and elect all officers by the majority vote. The number of attending directors shall constitute a quorum. In the event any director shall miss all meetings of the Executive Board held during a two (2) year period, he or she shall not be eligible for reelection in slate, either as an officer or director. This does not preclude the member being nominated from the floor and voted on separately.

The Board of Directors may designate and employ a General Counsel to perform such services as prescribed by the Board.

ARTICLE VIII
Officers

The elective Officers, including the Chairman, must be members of the Board of Directors, and shall not serve in the same capacity for more than two (2) consecutive years. They shall serve and attend to duties as constituted by the By-laws of the Corporation.

1. PRESIDENT: The President of this Corporation shall have the usual powers of a president as outlined in “Robert’s Rules of Order,” and shall, in addition thereto, have the following powers:
   
   He or she shall speak publicly for the corporation and shall be Presiding Officer of the General Membership Body meetings, and shall also preside over meetings of the Executive Committee. He or she shall fill vacancies occurring on the Executive Committee, which occur between election periods, by appointment with the advice of the Executive Committee.
2. EXECUTIVE VICE PRESIDENT: The Executive Vice President shall speak and preside in the absence of the President, and shall carry out the term of the President in case of resignation, death or inability of the President to perform his or her duties.
3. FIRST AND SECOND VICE PRESIDENT: These Officers shall exercise all the powers of President in his or her absence and any other services he or she may be called upon to perform by the Board of Directors or the President.
4. RECORDING SECRETARY: The Secretary shall keep the minutes of all meetings and of all meetings of the Board of Directors, and shall give notice of all meetings as directed by the President or Chairman, and shall perform such duties as may be assigned to him or her by the Board of Directors. He or she shall have custody of the seal of this corporation and shall affix said seal as directed by the Executive Committee.
5. SECRETARY: Oversee the operation of the office of the Recording Secretary.
6. TREASURER: The Treasurer shall present an accounting of all corporate funds at all General Membership meetings and shall do likewise at meetings of the Executive Board when requested by the President, and shall keep all books of accounts and records of the corporation according to accepted accounting practices. The Treasurer shall review the bank reconciliation statements on a monthly basis. He or she shall disburse all monies as directed by the Board of Directors.
   
   All checks drawn against funds of the Corporation that exceed one thousand, five hundred dollars ($1,500) shall be counter-signed by two (2) members of the Executive Committee. Checks for an amount not exceeding one thousand, five hundred dollars ($1,500) may be signed by the Executive Director of the Association when such authority is granted by a duly recorded vote of the Board of Directors. The Executive Director’s authority to sign checks is limited only to the specific person authorized by the Board and is not extended, and does not transfer, to any successor to an Executive Director with said authority

ARTICLE IX
Committees

The President shall have the power to appoint Standing Committees and Special Committees, and shall also have the power to disband Standing Committees when good cause is shown. The President shall also serve as an Ex-Officio Member of any Standing or Special Committee at any time and for whatever length of time desired, and shall have a voice and vote thereof, except that the President shall not be Chairman of any Committee. The Executive Committee shall consist of the elected Officers. They shall conduct the business affairs of the Corporation between regular meetings.

ARTICLE X
Amendments

These By-laws may be amended at any Annual or Special meeting of the Corporation by the Majority vote of the Members present. They may be amended at a Special Meeting and notification of the content of the proposed amendments shall be included in the notice of the call of such meeting.

ARTICLE XI
Indemnification

The Association agrees to pay all costs, expenses and such reasonable attorneys’ fees as may be incurred by the Board member or members. The Association hereby agrees to indemnify and hold harmless all members of the Board of Directors who might collectively or individually while in the course of their activities as Board members commit any act or omission thereby causing the Board member to be made party to a suit, complaint, or administrative hearing pertaining to their conduct as Board member. To the full extent permitted under V.A.T.S. §139-2.22(A) and any other applicable statute.

ARTICLE XII
Political Action Committee

The Board of Directors is authorized to take all actions necessary to create and administer a Political Action Committee under the laws of the state of Texas.

Amended March, 2003
Amended March, 2004