NTEA Bylaws and Articles of Incorporation Updates Ratified

For effective governance, NTEA regularly assesses the Association’s Bylaws and Articles of Incorporation. A Board-appointed task force and NTEA’s outside counsel recently completed a thorough review, and their recommended changes were submitted to NTEA’s Board and, ultimately, the membership for ratification. The changes were approved by the membership on Sept. 4, following a voting period of 21 days.

Association Manufacturer and Distributor main member contacts were eligible to vote on the proposed updates which were recommended by NTEA’s Board. Voting opened Tuesday, Aug. 14 — a 21-day window compliant with the required minimum of at least 20 days. Eligible voters received access to all recommended changes to the Bylaws and Article II and Article VII (Para. 2) of the Articles of Incorporation.

View approved Bylaws.

Summary of approved changes

Bylaws

  • Clearer definition of membership categories
    • Distributor/upfitter refers to an entity primarily engaged in purchasing, or performing commercial vehicle upfitting through buying, truck bodies, truck-mounted equipment, or component parts of such bodies or equipment from manufacturers of such items for resale to truck dealers, truck purchasers and other users.
    • Manufacturer refers to an entity primarily engaged in manufacture of truck bodies, truck-mounted equipment, other truck-mounted systems, or component parts of such bodies, equipment or systems.
    • Associate refers to an entity that does not fall into one of the above categories but has an ongoing relationship with distributors/upfitters and/or manufacturers (e.g., fleets, truck dealers, leasing companies, etc.).
  • Firming up member cancellation process
    • A member company that does not pay dues within 30 days after the due date will be notified by NTEA and, at such point, will be unable to purchase Association products or services on a credit basis until full payment. If dues are still outstanding 30 days after such notice, the company’s membership will be canceled.
  • Aligning Board and officer titles to more accurately reflect responsibilities
    • Association Trustees will now be referred to as Directors. The Board continues to supervise, control and direct the Association’s affairs, and determine the policies of the Association.
    • Executive Committee member titles transition to Chairman, First Vice Chairman, Second Vice Chairman, etc. (from President, First Vice President, Second Vice President, etc.). The Chairman generally will have full voting rights (as opposed to only voting when there is a tie).
    • The Chief Executive Officer of the Association (formerly known as the Executive Director) will be President of the Association (in addition to Secretary) to reflect his/her role in the day-to-day operations. The President will not be a member of the Executive Committee and will be responsible to the Chairman and the Board.
  • Expansion of distributor/manufacturer ratios for Board service
    • For each of the manufacturer and distributor classes, a minimum of two and a maximum of 10 positions representing each class will be allowed for Board service based on the current size of the Board. The Board must unanimously agree to change the minimum class requirements.
    • There are no minimum class requirements for the Executive Committee.
    • Vacancies not restricted by membership class shall be filled by the nominees who receive the most votes, and vacancies restricted by membership class shall be filled by the nominees from such specified class who receive the most votes.
  • Common control
    • If two current Directors become owned/controlled by the same corporate entity, one must vacate the role.
  • General waiting period for Directors
    • After a term on the Board, an individual must wait one year before becoming eligible to serve on the Board again.
    • An employee of a member company must wait one year after another employee of that member company (or an employee under common ownership/control of that member company) has served.
  • Minimum functionality requirement/vacancies
    • The Board has discretion not to fill a vacancy until the next election meeting, so long as (i) there are at least nine Directors from the distributor and manufacturer classes with full voting rights, (ii) the minimum class requirements are satisfied, and (iii) there are at least three members on the Executive Committee.
    • If a vacancy in the Chief Executive Officer position occurs, the Board will appoint a senior, full-time employee of the Association.
  • Procession of current officers
    • Formerly, the sitting First President and Second Vice President required lower thresholds to be nominated and elected to the positions of President and First Vice President, respectively, than another nominee. Now, the lower thresholds will also apply to the other sitting officers.
  • Directors in transition
    • If a Director no longer meets requirements during a term, Executive Committee members are granted a 90-day transition period; all others on the Board get 60 days. Directors may not vote or count toward a quorum during the transition period.

The Articles of Incorporation

The amendments to the Articles of Incorporation are changes to conform with the Bylaws:

  • Article II: This article has been amended so that the purposes for which the Association were organized are updated to reflect all the objectives listed in Section 1.1 of the Bylaws.
  • Article VII, Second paragraph: This paragraph has been amended in order to be consistent with amendments to Section 5.5 of the Bylaws and to more fully explain the election procedure in the Articles.