LMTA
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LOUISIANA MOTOR TRANSPORT ASSOCIATION, INC.

CONSTITUTION AND BY-LAWS

 (Approved as Amended, July 2011)

 As unanimously adopted at the Directors’ Meeting held in Alexandria, Louisiana, August 31, 1939, and as amended at a Subsequent Meeting of the Membership.

 Article I

NAME

Section 1.     The name of this Association is: Louisiana Motor Transport Association, Incorporated. The location of its principal office is in the City of Baton Rouge, State of Louisiana.

 Article II

PURPOSES

Section 1.     The particular business and objectives of this Association shall be the advancement of the interest of transporters of property or persons by motor vehicles; the education of those engaged in such transportation, on matters affecting the operation of motor vehicles; including safety facilities, safety devices, and laws governing such operations; to affiliate with or establish reciprocal relationships with any other Association, commercial or industrial; to participate by election of directors in the activities of such affiliated Associations, nationally; to act as the medium for the expression of the views of its members on matters affecting the interest of those engaged in transportation of property or person constituting its membership; to foster and advance safety on the public roads and highways; and do such things as may be proper to create and stimulate a fair and intelligent attitude on the part of the public with respect to the transportation business of its members and to accomplish fair and intelligent legislation with respect thereto; to promote and foster the business of its members and distribute to such members and the public accurate and reliable information on matters of transportation; to do everything possible to remove abuses from the business of transportation; and to promote harmony among the members of this Association.

 Article III

MEMBERSHIP

Section 1.

(a)  Any reputable person, firm, partnership, or corporation engaged in the transportation of property or persons by motor vehicle or other conveyance over the highways, roadways, streets, and thoroughfares of the State of Louisiana or engaged in the operation of terminals or warehouses or shippers or brokers serving vehicular transportation, or non-operator purveyors of merchandise and/or services to the industry, shall be eligible for active membership in this Association.

(b)  Any eligible applicant may become an active member of this Association on application for such membership, approval of membership by the Board of Directors, and the payment of the appropriate investment as hereinafter provided.

Section 2.     Delinquency in the payment of investment for a period of sixty days after registered notice of such investment has been mailed, shall render such member subject to being dropped from membership for nonpayment of investment by action of the Board.

Section 3.     There shall be established different groups by class of carriage within the Association for mutual exchange of views with respect to such groups. The groups thus established shall be as many as seems wise at the discretion of the Board of Directors.

Section 4.

(a) This Association may establish local chapters to operate under rules prescribed or approved by the Board of Directors where, in the judgment of the Board of Directors, a sufficient number of members of the Association operate in any sub-division of the State, and express, by majority vote, a desire that such chapter be established.

(b) When pursuant to action of the membership approved by the Board of Directors, a local chapter has been established, such local chapter may, with the approval of the Board of Directors, and subject to the supervision of this Association, address such local matters as may seem appropriate for consideration by the chapter, all subject to rules for chapters which have been established by the Board of Directors.

 Article IV

VOTING

 Section 1.     Each active member of this Association shall be entitled to one vote in the affairs of this Association.

 Article V

DIRECTORS

 Section 1.     The affairs of the Association shall be managed by a Board of Directors of the Association as shown by the records of the Association on the last day of each calendar year. The Board shall consist of the Chairman of the Board, the President, the First Vice-President, the Second Vice-President, the ATA Vice-President, the Alternate ATA Vice-President, the Secretary-Treasurer, the Vice-President at Large, all the Divisional Vice-Presidents, and at least two members from each Division, each Division’s total not to exceed 12% of the total board but no less than two. All past Chairmen of the Board shall be lifetime members of the Board. The Local Chapter presidents shall be non-voting members of the Board of Directors for the duration of their office tenure. The Board of Directors shall have full powers to conduct the affairs of the Association.

Any member of the Board of Directors who shall be absent from three consecutive meetings of the Board of Directors without being excused by vote of the Board may be removed from his office as Director, and the vacancy thus created shall be filled by appointment of the respective Divisional Vice-President and ratified by the Board of Directors at its next regular meeting.

(a)  The absence of a member from any meeting of the Board of Directors shall be excused where the reasons for the absence are substantial and the Executive Director shall have been notified forty-eight (48) hours prior to the time of the meeting. Any member represented by proxy shall be considered as having attended the meeting.

(b)  A member may be represented by proxy at any meeting of the Board of Directors of this Association. All proxies shall be in writing and notice of the execution thereof shall be given to the Executive Director of the Association prior to the time fixed for the holding of any meeting. Proxies may be given only to another member of the Board of Directors of this Association or to an executive officer or employee of the firm or company of which the Director who gives the proxy is a representative on the Board.

(c)  CHAIRMAN OF THE BOARD: The immediate past President of the Association shall be the Chairman of the Board of Directors and shall serve as such for the year immediately following the expiration of his term of office as President, and until such time as his successor is elected and qualified. In the event of the death of the immediate past President, then his predecessor in the office of President shall serve as Chairman of the Board of Directors and for the term as above set out.

Section 2.     Twenty percent (20%) of the members of the Board of Directors, present or by proxy shall constitute a quorum of any regular or special meeting of the Board.

Section 3.     The regular meeting of the Board of Directors shall be held at the Annual Convention of the membership and at least three other meetings shall be held during the year. The meetings will be called at the discretion of the Chairman of the Board, however approximate to one meeting each 90 days. Special meetings may be called by the Executive Director on direction of the President or Chairman of the Board, or on direction in writing from five (5) members of the Board of Directors.

Section 4.     The Directors of this Association shall be elected as hereinafter set forth by the membership. One-half of the entire membership of the Board, except the officers, shall be elected as herein set forth at each Annual Convention and they shall hold office for a period to two years following their election or until their successors are elected and qualified.

Section 5.     Written notice shall be given the members of the Board as the case may be as follows: Annual Convention, 15 days; special membership meetings, 5 days; regular or special Board meetings, 3 days.

Article VI

OFFICERS

Section 1.     The officers of this Association shall be a President, a Chairman of the Board, a First Vice-President, a Second Vice-President, an ATA Vice-President, an ATA-Vice President Alternate, and a Vice- President at Large, an appropriate number of Divisional Vice-Presidents, a Secretary/Treasurer, and other such officers as the Board of Directors shall from time to time find necessary and expedient. The President, Chairman of the Board, First Vice-President, Second Vice-President, ATA Vice-President, and Alternate ATA Vice-President shall be elected from the active membership that is engaged in the transportation of property or persons by motor vehicle or other conveyance over the highways, roadways, streets, and thoroughfares of the State of Louisiana. The Secretary/Treasurer and the Vice-President at Large shall be elected from the active membership that is engaged in the transportation of property or persons by motor vehicle or other conveyance over the highways, roadways, streets, and thoroughfares of the State of Louisiana or engaged in the operation of terminals or warehouses serving vehicular transportation, or non-operator purveyors of merchandise and/or services to the industry.

Section 2.      PRESIDENT:  The President shall be elected from the active membership of the Association annually at its Annual Convention, and shall have been duly elected and qualified under the terms stated herein. The President shall be the chief executive officer of the Association. He shall be an ex-officio member of all committees.

Section 3.

(a)  FIRST VICE-PRESIDENT:  The First Vice-President shall be a motor carrier member elected from the active membership of the Association annually at the Annual Convention and shall serve for one year or until his successor shall have been elected and qualified under the terms stated herein. The First Vice-President, upon assuming office, shall automatically become a member of the Board of Directors and the Executive Committee. He shall, in the absence of the President, preside at all meetings of the membership, and in the absence of the Chairman of the Board and the President, at all meetings of the Board of Directors. Should the office of President be vacated for any reason before the expiration of the President’s term of office, the First Vice-President shall succeed to the office of President for the remaining term or until a successor shall have been duly elected and qualified.

(b)  SECOND VICE-PRESIDENT:  The Second Vice-President shall be a motor carrier member elected from the active membership of the Association annually at the Annual Convention and shall serve for one year or until his successor shall have been duly elected and qualified under the terms stated herein. The Second Vice-President, upon assuming office, shall automatically become a member of the Board of Directors and the Executive Committee. He shall, in the absence of the President and the First Vice-President, preside at all meetings of the membership, and in the absence of the Chairman of the Board, the President and the First Vice-President, at all meetings of the Board of Directors. Should the office of First Vice-President be vacated for any reason before the expiration of the First Vice-President’s term of office, the Second Vice-President shall succeed to the office of First Vice-President for the remaining term or until a successor shall have been duly elected and qualified.

(c)  ATA VICE-PRESIDENT:  The ATA Vice-President shall be a motor carrier member elected from the active membership of the Association by the membership at the Annual Convention, and shall be an ATA member in good standing.  They shall serve for one year or until his successor shall have been duly elected and qualified.

(d)  ATA VICE-PRESIDENT ALTERNATE:  The ATA Vice-President Alternate shall be a motor carrier member elected from the active membership of the Association by the membership at the Annual Convention, and shall be an ATA member in good standing.  They shall serve for one year or until his successor shall have been duly elected and qualified. He may, in the absence of the duly elected ATA Vice-President, serve in the capacity of ATA Vice-President.

(e)  VICE-PRESIDENT AT LARGE:  The Vice-President at Large shall be elected from the active membership of the Association annually at the Annual Convention and shall serve for one year or until his successor shall have been duly elected and qualified under the terms stated herein. The Vice-President at Large, upon assuming office, shall automatically become a member of the Board of Directors and the Executive Committee.

Section 4.      DIVISIONAL VICE-PRESIDENTS:  The Divisional Vice-Presidents shall be elected annually as hereinafter set forth from the active membership, one from each Division, and shall have such duties as the Board of Directors may assign.

Section 5.     SECRETARY/TREASURER:  The Secretary/Treasurer shall be elected from the active membership of the Association annually at the Annual Convention, and shall serve for one year or until a successor shall be duly elected and qualified. He shall act as Secretary of the Board of Directors. He shall be Custodian of the Seal of the Association (when the Association has a seal); and shall keep the minutes of the meetings of the Association and of the Board of Directors, or shall have the authority to appoint an LMTA Staff Member to keep the minutes. He shall receive and safeguard the funds of the Association, shall keep or cause to be kept a full, accurate, and complete record and account of the receipts and disbursements of the Association. He shall disburse the funds of the Association from an account in the name of the Association in such depository or depositories as may be directed by the Board of Directors, and shall make a report to the Directors at each regular meeting and to the Annual Convention of members, and at such other times as may be appropriate. He shall furnish bond for faithful performance of his duties in such amount as the Board of Directors may require, such bond to be at the cost of the Association.

Section 6.     EXECUTIVE DIRECTOR:  The Executive Director shall be the chief paid staff member and shall be employed by the Executive Committee according to the terms and conditions set forth in Article VII,

(a)  The duties of the Executive Director shall be to administer the affairs of the Association on a day-to-day basis and other such duties as may be assigned by the Executive Committee or the Board of Directors. He shall be a non-voting member of the Board of Directors and the Executive Committee.

Section 7.     Vacancies occurring in any office of the Association may be filled by the Board of Directors for service until the next succeeding Annual Convention of members as specified.

Article VI(a)

BOARD OF DIRECTORS AND OFFICER ELECTION PROCEDURE

Section 1. Nominating Committee

Within forty-five (45) days following the date of the Annual Convention, the President of the Association shall appoint a Nominatiang Committee consisting of not lett than five (5) members, one of whom shall be designated as chairman.  The Executive Director shall serve as a non-voting member of the committee.  The Nominating Committee shall decide all disputes and disagreements arising over the nomination and election of any candidate and shall pass upon the eligibility of any member to vote.

Section 2.  Election Procedure

(a) The Nominating Committee shall meet not less that one hundred twenty (120 ) days prior to the Annual Conveniton to finalize nominations for Second Vice-President, Secretary/Treasurer, Vice President at Large, ATA Vice President and ATA Vice President Alternate.  The Nominating Committee shall athen nominate a candidtae for eash office for the ensuing year and shall notify the membership of its choices not less than sixty (60) days prior to the Annual Convention.  Members will have ten (10) days from the date that notification is presented to approve and/or propose additional nominations for each open position.  Additional nominations must be returned to the Association office for consideration.  The Nominating Committee shall have fifteen (15) days in which to certify that any additional nominations meet the criteria set forth for each office.  Not less than thirty-five (35) days prior to the Annual Convention a ballot will be prepared containint the Nominating Committee’s nominations and the membership’s nominations, if any for each office.  This ballot will be sent to the members who will complete the ballot and retrun to the Association office within ten (10) days.  Each member company will have one vote to cast for each office.  Results of the election shall be announced at the Annual Convention.

(b)  The new officers shall be sworn in at the Annual Conveniton and assume their leadership roles at the conclusion of said Annual Convention.

Section 3.   Not less than forty-five (45) days prior to election, the Executive Director shall submit to each of the Divisional Vice-Presidents a list of the Nominating Committee and the Chairman of the same, and it shall be the duty of such Divisional Vice-Presidents to obtain from their group their selection for a Vice-President and an appropriate number of Directors, and to submit their selection to the Chairman of the Nominating Committee within ten (10) days of the election. Should the Divisional Vice-Presidents fail to submit a list to the Chairman of the Nominating Committee within the ten (10) day period, then the Nominating Committee may use its discretion as to the nominees.

Section 4.   In the event no nominations are made other than those made by the Nominating Committee and by the various divisions as above set forth, then such nominees shall be declared to have been duly elected to the various offices to which they were nominated. The officers shall be presented and sworn in at the Annual Convention at a general meeting of the Association and shall be elected by a majority vote of the members present at the meeting.

Section 5.   Only active members in good standing shall have the right to vote. Each member shall vote once for each office. No voting by proxy shall be permissible.

Article VII

COMMITTEES 

Section 1.     EXECUTIVE COMMITTEE:  An Executive Committee will be formed each year upon the completion of the elections of the new officers and Board of Directors. This Committee will be composed of the following: President, as Chairman of the Committee; Chairman of the Board; First Vice-President; Second Vice-President; Vice-President at Large; Secretary/Treasurer; the ATA Vice-President; and the Alternate ATA Vice-President.

(a)  DUTIES: The Executive Committee will have full authority to act for the Board of Directors in all matters pertaining to the affairs of the Association in the interim between meetings of the Board.

(b)  The Executive Committee shall have full authority to employ an Executive Director under such terms and conditions as may seem appropriate to the Executive Committee and will assign duties to the Executive Director which will be in the best interest of the Association.

(c)  The Executive Committee will have complete control of all financial matters of the Association and shall develop and oversee the annual budget and general financial condition of the Association.  The proposed budget shall be approved by the Board of Directors prior to December 31st of each year.

(d)  The Executive Committee shall employ an Accountant to audit the accounts and finances of the Association. Such audits may be made from time to time at the discretion of the Committee, provided, however, there must be at least one annual audit. The findings of all such audits to be submitted to the Board of Directors at their next regular meeting.

Section 2.     MEETINGS AND QUORUM

(a)  A meeting of the Executive Committee may be called by the President, as Chairman, or any three other members of the committee.

(b)  Any four (4) members of the Executive Committee in personal attendance shall constitute a quorum, provided however the chairman may transact urgent business of the Association by mail or telephone where four (4) or more members shall agree on the matter under discussion.

Section 3.     The President, with the approval of the Directors, shall appoint from the membership of the Board the following standing committees, which shall serve during the term of the Board of Directors by whom they are selected and until their successors are duly selected and appointed:

(a)  A LEGISLATIVE AFFAIRS Committee to be composed of a proportionate number of members from each active division of the Association. The number of members on this Committee to be decided by the President with the approval of the Board.

(b) A CONVENTION/SPECIAL EVENTS PLANNING Committee shall beappointed each year. The members of said committee shall be appointed by the President.

(c)  The President, at his discretion, may appoint other committees and committee chairmen as he deems appropriate. 

Article VIII

ORDER OF BUSINESS 

The order of business at the Convention of members shall be determined by the Executive Director of the Association so as to bring before the General Membership all necessary matters. The order of business of the regular meeting of the Board of Directors shall be:

1. Reading of the minutes of the last meeting.

2. Reading of Communications.

3. Reports.

4. Unfinished Business.

5. New Business.

Article IX

RULES OF ORDER 

ROBERTS’ “RULES OF ORDER”: Roberts’ “Rules of Order” shall be the parliamentary authority of this Association.

Article X

AFFILIATION WITH AMERICAN TRUCKING ASSOCIATIONS, INC. 

This Association may affiliate with the American Trucking Associations, Inc

Article XI

INVESTMENT 

Section 1.

(a) The investment of the active members of the Association shall be determined as follows:

Per Vehicle

PRIVATE CARRIER………………………………………………………………… $20.00

FOR-HIRE CARRIERS OF COMMODITIES……………………………… $20.00

FOR-HIRE CARRIERS OF PASSENGERS BY BUS

OR TRACKLESS TROLLEYS……………………………………………….… $25.00

Provided, however, that the minimum membership investment for all motor carriers and buses shall be the sum of $250.00 for the first 10 units and $20 per unit for each unit over 10.  The maximum membership investment for all motor carriers and buses shall be the sum of $3,000.00.  The dues assessment of a domiciled motor carrier shall be based on the total number of vehicles owned and/or leased by the motor carrier to include all states of operation.  For the purpose of investment calculations, a vehicle shall be defined as any vehicle subject to the Motor Carrier Safety Regulations.

(b) The annual investment for Allied Industries memberships shall be the sum of $500.00 where the business of said members is that of a manufacturer, distributor or national account; and otherwise the sum of $300.00.  Where the business of said member is a shipper, forwarder, or freight broker; the annual investment shall be $500.00.

(c) The annual investment for non-domiciled motor carriers shall be based on mileage traveled annually in the state of Louisiana. The investment of the non-domiciled carrier shall be determined as follows:

ANNUAL MILEAGE                                                            ANNUAL INVESTMENT

From:                                                 To:                                                      Amount:

0                      —                      1,000,000                                          $ 250.00

1,000,001      —                      5,000,000                                             500.00

5,000,001      —                      10,000,000                                        1,200.00

10,000,001    —                      15,000,000                                        1,800.00

15,000,001    —                      20,000,000                                        2,400.00

20,000,001    —                      over and above …                             3,000.00

(d)  The annual dues for a “participating” member shall be $100.00, non-refundable. A “participating” member shall be as follows:

1.  An individual who is not a vehicle owner or carrier and whose sole purpose for membership shall be for personal and not commercial interest (with the exception of lifetime members); or

2.  An individual who owns only one vehicle, i.e. a “single vehicle owner.”

Section 2.     That this Article shall take effect as of January 1, 1980.

Article XII

AMENDMENTS

These By-Laws may be amended at any regular or special meeting of the membership by two-thirds vote of the members present, provided that the substance of the proposed amendment shall have been submitted to the membership of the Association at least ten days prior to the meeting of the Convention.

Any amendment to these By-Laws which may be adopted shall immediately, after adoption, be transmitted as adopted to the membership.

 
Louisiana Motor Transport Association, Inc.
4838 Bennington Avenue | P.O. Box 80278 | Baton Rouge, LA 70898
Phone: 225-928-5682 | Fax: 225-928-0500