Governance & Bylaws

Section 1.01 Name. The name of this association shall be the California Luxury Transportation Association (CLTA), formerly the Greater California Livery Association, Inc., a nonprofit corporation incorporated in the State of California, hereinafter referred to as CLTA or “the Association.”

Section 1.02 Office. The principal office shall be located within the Metropolitan Los Angeles Area until otherwise determined by the Board of Directors. Additionally, offices shall be operated in such other locations as may be directed and determined by the Board of Directors.

Section 2.01 Purpose. The purpose of CLTA is to protect the luxury transportation industry from over-regulation and abuse of power by the municipal airports, municipalities, the State of California and the California Public Utilities Commission (CPUC). To that end, CLTA will hire and/or retain attorneys, lobbyists and public affairs specialists to represent transportation companies in the state.

CLTA also provides networking opportunities from operator-to-operator as well as opportunities for operators and vendors.

In addition, the Association will strive to provide educational opportunities for membership, such as labor seminars, and from time to time guidance on best practices concerning industry operation and service standards.

Commitment to Diversity. CLTA's aim is to embrace and foster an inclusive business climate of respect for all peoples regardless of national origin, race, religion, sex, gender identity, gender expression, age, color, sexual orientation or disability. See the Code of Standards Respecting Diversity on the Who We Are page.

Section 3.01 Types of Membership. There shall be three types of membership: Regular Active Members (In-State), Out-of-State Members, and Vendor or Supplier Members.

3.02 Regular Active Members (In-State). Applies to owners or officers of a for-hire ground transportation business with physical control of one or more vehicles, meeting all applicable licensing and regulatory requirements, offered on a prearranged basis to the public for hire and travel over irregular routes. Regular membership requires a current TCP (Transportation Charter Permit) from the CPUC in good standing, and payment of dues set by the Board. Active members may vote at meetings of the membership or by proxy and are eligible to serve as directors and officers.

A member may designate one of its managers to represent it as a Regular Active Member in lieu of the owner or officer, with voting rights. Any member who moves or changes employment affiliation away from the owner or company who designated them must relinquish their seat after their term has expired. Board seats are reserved to regular members; designees may only be appointed by the regular member who first won the seat personally. A seat occupied by a designee is never the designee's in perpetuity - the seat always reverts to the regular member who holds it.

3.03 Out-of-State Members. Same criteria and obligations as above, except out-of-state members have no voting rights and are not eligible to serve on the Board by election or appointment. This membership is designed to promote affiliation, networking and educational opportunities.

3.04 Vendor or Supplier Members. Includes dealers, manufacturers, coachbuilders, insurance companies, finance companies, software companies, and any other companies providing goods and services to the membership. Vendor members pay dues established by the Board. If elected to the Board, vendor members have all rights of any other Board member, including committee participation and voting, but may not sit on the Executive Committee.

Vendor Board members receive no advantage or discount on sponsorship opportunities, will not interfere with the sale or purchase of sponsorships, and are recused from voting on issues relating to their business that could be perceived as a conflict. Should a vendor member not recuse voluntarily, the Board may recuse that member on a simple majority vote of a quorum. All Board members complete the Conflict of Interest Disclosure at the beginning of each term and keep it current. Vendor members shall own at least 15% of the stock or other ownership measure of their company.

Section 3.07 Termination and Transfer. Any Regular Active Member who ceases to be an owner, officer or designee of a transportation company, or an associated vendor business, automatically ceases to be a member unless they are an elected Board member. Upon written request, the Board may grant a former Regular Active Member Honorary Membership.

Section 3.08 Suspension and Expulsion. Members of any classification are automatically suspended for not paying the current year's dues. Members may be expelled or suspended for cause by a two-thirds vote of those present at any Board meeting, provided a quorum is in attendance.

Section 3.09 Reinstatement. A former member who resigned or was suspended for nonpayment and wishes to be reinstated with continuous membership must pay all dues in arrears. If a continuous record is not desired, the member may be reinstated, if qualified, by paying the current year's dues.

Section 3.10 Ombudsman Committee. A three-member committee consisting of the Government Affairs Director (non-voting) and two Board members appointed by a majority of the Executive Board, serving one-year non-consecutive terms. The committee streamlines and simplifies the complaint process for settlement or mediation between members, and evaluates claims of malfeasance, conflicts of interest, or violations of the Code of Conduct and Ethics. A unanimous vote of both voting members is required to bring any matter to the full Board.

Each member agrees to follow the CLTA Code of Standards and Ethics, to abide by the decisions of the Board concerning matters brought to the Board or Ombudsman Committee for review, and to follow these standards in personal and business practices. Members affirm they are a legally licensed business in the state in which they operate, with all relevant PUC licenses in place and in good standing.

1. Member agrees to properly license their business or businesses.
2. Member agrees to carry the legal amount of business insurance including vehicles and workers compensation plans according to law.
3. Member agrees to carry the legal amount of insurance coverage for all outsourced and insourced work performed.
4. Member agrees to carry and maintain proper permits and licensing for the state in which they operate.
5. Member agrees to honor all insourced and outsourced work agreements with fellow association members, including timely payments.
6. Member agrees to handle all member-to-member disputes arising from misunderstandings quickly and through the Ombudsman Committee.
7. Member agrees to refrain from unfair badmouthing or denigrating the association brand, its members or its board, including the mal-purposed use of social media platforms.
8. Member agrees to disclose any conflict of interest to the Ombudsman Committee at the time the conflict is known.
9. Member agrees not to use vulgar language, bully, intimidate, threaten or physically, legally or monetarily abuse another member.
10. Member agrees to keep current with association financial commitments.

Participation in the organization's programs is subject to observance of its rules and procedures. Any participant or staff member who violates this Code is subject to discipline, up to and including removal from the program. Board members agree to the following:

• Endeavor to represent the broader interests of members and stakeholders.
• Refrain from trying to influence other board members outside of board meetings in ways that create factions or limit free and open discussion.
• Be willing to be a dissenting voice, build on other directors' ideas, and offer alternative points of view as options to be considered.
• On important issues, be balanced in the effort to understand other board members and to be understood.
• Once a board decision is made, support the decision even if one's own view is a minority one.
• Not disclose or discuss differences of opinion on the board with those who are not on the board; personal or business affairs discussed in board meetings shall not be discussed with competitors or other entities.
• Communicate externally with one voice.
• Respect the confidentiality of information on sensitive issues, especially personnel matters.
• Be an advocate for the organization and its mission in personal and professional networks.
• Disclose involvement with other organizations, businesses or individuals where the relationship might be viewed as a conflict of interest.

Board members will refrain from:

• Giving direction, as an individual board member, to the executive director or any member of staff.
• Abusive language toward a staff member, volunteer or another participant.
• Bringing dangerous or unauthorized materials such as explosives, firearms or weapons onto association property or events.
• Discourtesy or rudeness to a fellow board member, member, staff member or volunteer.
• Verbal, physical or visual displays of harassment.
• Actual or threatened violence toward any individual or group.
• Conduct endangering the life, safety, health or well-being of others.
• Failure to follow any association policy or procedure.
• Bullying or taking unfair advantage of any participant.

Section 4.01 Amount and Due Date. Dues for membership renewal shall be established by the Board of Directors.

Section 4.02 Delinquent Payment. Any member delinquent in the payment of dues for thirty days shall be notified and advised that the member will be suspended at the end of sixty days from their anniversary date. Upon application by the member, a majority of the Board may, at its sole discretion, postpone the due date.

Section 4.03 Refund of Dues. No dues shall be refunded to any member whose membership terminates for any reason.

Section 5.01 Annual Meeting. An Annual Meeting shall be held each calendar year at the monthly meeting in December, which also serves as the holiday party. At this meeting the election of new officers from the November election is confirmed by board vote, and new officers are installed along with committee assignments. A quorum is required for the transaction of business.

Section 5.02 Special Meetings. Special meetings may be called by the Board on such dates and at such times and places as the Board determines. Ten percent of voting members must be present in person or by proxy to constitute a quorum.

Section 5.03 General Meetings. General meetings are held on a regular basis, with frequency, date, time and place determined by the Board.

Section 5.04 Notice. Notice of any meeting shall be given in writing, by email, or using the association website. Annual Meeting notice is sent not less than thirty days prior; General Meeting notice not less than seven days prior. Emergency meetings may be called by the President with the known support of a majority of the Board, for an Executive Emergency Meeting only.

Section 5.05 Action Without a Meeting. Members may act without a meeting by written consent signed by a majority of the members entitled to vote. To validate such action, a majority of a quorum of the Board must meet and affirm or nullify the decision at the next Board meeting.

Section 5.06 Voting. Each Active Member whose dues are fully paid for the current fiscal year is eligible to vote. Confidential ballots for Board meetings, by means of a recording app, were approved July 21, 2020 by unanimous Board vote.

Section 5.07 Order of Business. Roll call and determination of quorum; reading of minutes; Treasurer's report; report of officers; old and unfinished business; special reports and actions; new members; new business; election of officers and directors; adjournment.

Section 5.08 Nomination Process. It is the intent of the association to have Board representation that generally reflects the membership geographically. Notices for Board seats up for election are sent by the second Tuesday of September; applications are sent by the last Tuesday of September and due back by the second Tuesday of October; ballots are mailed by the last Tuesday of October and due back by the last Tuesday of November; winners are announced at the December Board meeting and take their seats at the January Board meeting.

Section 5.09 Election of Directors. Thirty days prior to the Annual Meeting, the office emails the membership the election ballot, with a voting period of twenty-one days. There shall be only one Board seat per company, or group of companies owned by the same owner, to ensure fair and even representation.

Section 5.10 Board Composition. The Board consists of fourteen Regular Active Members - four from Northern California, four from Southern California, two from Orange County, two from San Diego, and two at-large - plus three Vendor Members and one Member of Counsel, totaling eighteen. Seats alternate in their election cycles. The Member of Counsel is appointed by the Board and reconfirmed at the regular December General Meeting. To preserve the odd-number voting rule, the President refrains from voting unless there is a tie. Only members in good standing with two years of membership are eligible to serve or to appoint a designee.

Section 5.11 Election of Officers. The election of officers takes place at a meeting prior to the Annual Meeting of the newly elected Board. The Executive Board consists of the President, First Vice President, Second Vice President, Secretary and Treasurer.

Section 5.12 Advance Notification. The membership will be informed of all matters requiring advance notification by mail, email, fax, other electronic communication, or the association website.

Section 6.01 Authority and Responsibility. The Board shall have the supervision, control and direction of the affairs of the Association, shall determine its policies within the limits of these Bylaws, shall actively prosecute its objectives, and shall have discretion in the disbursement of its funds.

Section 6.02 Composition. A minimum of thirteen regular members and a maximum of seventeen total Board members. Any member seeking election is classified as a vendor if any portion of their business has a vendor aspect to it. To be a regular member or regular board member, they must be an owner-operator or an authorized designee as defined in these Bylaws.

Section 6.03 Failure to Attend. Any director who fails to attend two regular meetings or conference calls due to unexcused absences may be removed by a two-thirds vote of the directors present. Directors who obtain permission from the President to miss meetings due to illness, injury or other obligation shall be excused with the consent of a majority of the Board.

Section 6.04 Meetings. One regular meeting is held immediately before, after or during the Annual Meeting, and eight meetings are held during each year. The Board must notify the membership of the meeting date at least seven days prior, and the program must be posted on the website no later than seven days prior. The President or any three directors may call special meetings. Meetings are conducted in accordance with Robert's Rules of Order, Revised, when not in conflict with these Bylaws.

Section 6.05 Quorum and Voting. A majority of directors constitutes a quorum, required for the transaction of all business. A private ballot voting option is available at the request of any Board member, with votes tallied and confirmed by the President, Secretary, Bylaw Committee Chair and Executive Director at minimum.

Section 6.06 Vacancies. Vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy holds office for the unexpired term of their predecessor.

Section 6.07 Removal. Any or all directors may be removed for cause by a vote of the members or by action of the Board. Directors may be removed without cause only by vote of at least two-thirds of the elected Board.

Section 6.08 Resignation. A director may resign at any time by giving written notice to the Board, the President or the Secretary.

Section 6.09 Committees. Standing committees are: Finance (strategic planning and oversight of the Ad Hoc Fundraising Task Force), Governance (oversight of the Ad Hoc Bylaw Committee), Ombudsman, Legislative, Airport, Membership, Program, and Marketing. The chairs of all committees must be Directors of the Board.

Section 6.10 Action Without a Meeting. Directors may act without a meeting by written consent signed by all directors entitled to vote, to be tallied and published by the Secretary. A majority of a quorum of the Board must affirm or nullify these acts at the next Board meeting.

Section 7.01 President. The principal executive officer, who presides at all meetings, serves ex-officio on all committees, appoints or removes committee members and chairs, and is responsible for the general management of the affairs of the association. The President is authorized to spend $500 or less per month without Board authorization. Any transaction in excess of $5,000 requires notification to the President, Treasurer, Member of Counsel and Executive Director. To preserve the odd-number voting rule, the President refrains from voting unless there is a tie.

Section 7.02 First Vice President. Performs duties delegated by the President with Board approval, and performs the duties of the President in the event of the President's inability to serve.

Section 7.03 Second Vice President. Performs duties delegated by the President with Board approval, and performs the duties of the President or First Vice President in the event either is unable to serve.

Section 7.04 Treasurer. The Chief Financial Officer, who serves on any budget or finance committee, keeps and maintains adequate and correct accounts of the properties and business transactions of the organization, deposits all moneys in the name of the organization, disburses funds as ordered by the Board, and renders an account of all transactions whenever requested. No loans or advances may be contracted on behalf of the organization except as specifically authorized by the Board.

Section 7.05 Secretary. Attends all meetings of the members and the Board and keeps the minutes, is keeper of the seal, and is custodian of all records and documents of the organization.

Section 7.06 Officers. Officers shall not act in their official capacity by proxy or by designation to others. Officers may not transfer their designated powers to one another or to other Board members without a vote of a majority of the Board.

Section 7.07 Executive Committee. The five officers - President, First Vice President, Second Vice President, Treasurer and Secretary - constitute the Executive Committee, chaired by the President. It may exercise the authority of the Board between meetings provided the five members are unanimous, the Secretary notifies the whole Board, and the action is validated by a majority of the Board at the next regular meeting. No Executive Committee meeting shall be held in lieu of a regular Board meeting unless agreed to by a majority of the directors.

Article VIII - Executive Director. The association's contract with any Executive Director is to be an addendum to these Bylaws in this section.

Article IX - Finance. Funds are deposited from time to time by the Treasurer. Three members of the Board are appointed by the President as signers on the general checking account, one being the Treasurer. The fiscal year runs from March 1 to the last day of February. The Board adopts an annual operating budget in advance of each fiscal year. The Treasurer furnishes a financial report at the annual Board meeting and an update at each meeting. A federal tax return is prepared annually by a Certified Public Accountant, and the Board may call for an independent audit at any time.

Article X - Limits on Liabilities. Nothing herein constitutes members as partners for any purpose. No member, agent or employee is liable for the acts or failure to act of any other member, officer, agent or employee, excepting acts or omissions arising out of willful malfeasance. The association maintains a Directors Liability Policy of $1,000,000 and a business insurance policy of $1,000,000, reviewed annually by the Bylaw Committee.

Article XI - Seal. The seal shall bear the name of the association, the year of its creation, and the words “Corporate Seal.”

Article XII - Construction. If there is any conflict between the provisions of the Articles of Incorporation and these Bylaws, the Articles of Incorporation govern.

Article XIII - Dissolution. The association shall use its funds to accomplish the objectives set forth in these Bylaws. Upon final dissolution, no part of said funds shall be distributed to members. Funds may be paid over to a successor created by reorganization, or to one or more legally organized charitable organizations selected by the Board.

Article XIV - Amendments. These Bylaws may be amended at any annual meeting, at any special meeting called for that purpose, or at a Board meeting, by a simple majority of all voting members of the Board, or of the complete membership if at an annual or special meeting. A quorum must be certified before motions and votes to amend can be taken.