Bylaws of the California Bus Association
As amended June 17, 2024

Previous amendment date April 3, 2017

ARTICLE I — NAME AND OFFICE

Section 1

Name. The name of this not-for-profit association shall be the California Bus Association, Inc. (hereafter known as “CBA”).

Section 2

Office. The principal office of the association shall be located within the state of residence of the Executive Director currently contracted by the association, with a secondary office located in the State of California, namely the business address of the sitting association president. The association shall have such other offices as may, from time to time, be designated by the Board of Directors.

ARTICLE II — OBJECTIVES

The objectives of the association shall be to consider issues common to the bus industry and to advise its members concerning laws and regulations of federal, state and local governmental bodies: to disseminate information and to encourage equality and uniformity relative to legislative and regulatory action; to promote better understanding among owners and operators of bus companies through conferences, educational programs and social activities; and to bring about a greater awareness of bus operations on the part of the general public.

ARTICLE III — MEMBERSHIP

Section 1

Classes of Members. The association shall have several classifications of membership, defined as follows:

A. Operator Member: Any corporation, partnership or individual holding authority from the Public Utilities Commission of the State of California to conduct operations as a passenger-stage corporation under a Certificate of Public Convenience and Necessity, or holding a Class A, B,C,P,S or Z Certificate authorizing operation as a charter-party carrier of passengers; provided, however, that as a condition of eligibility, any such certificate must authorize the operation of passenger-carrying vehicles having a capacity of ten (10) passengers or more.

Said Operator Members shall be entitled to all rights and privileges conferred hereunder, as long as membership is held in good standing. Members may be represented by a shareholder, officer, director, employee, or other designated representative of said Operator Member, and may allow multiple representatives from the same operator member.

B. Affiliate Members: Those operator companies, not headquartered in California, which hold an active DOT # whose operating authority status is “Authorized for Passenger”. This is a non-voting membership category. Affiliate Members shall not be entitled to hold office in the corporation.

C. Associate Member: Upon verification of applicant’s Industry References and of their business’s affiliation to the motorcoach industry, any person, firm or corporation engaged in the business of manufacturing, selling or servicing buses or allied equipment may be entitled to become an Associate Member of the association. In addition, any person, firm or corporation engaged in providing products, professional services, tour, travel, or destination services, or charter opportunities, to the bus industry may be entitled to become an Associate Member of the association.

D. Honorary Member: Individuals who are no longer active in the motorcoach industry, and who have demonstrated a long-term commitment of service to the motorcoach industry as active participants of the CBA, may be nominated for Honorary Membership by any member of the Board of Directors and may be voted into the association as an Honorary Member in perpetuity. Honorary member status may be revoked upon that member’s return to active duty in the motorcoach industry. Honorary Members are entitled to attend all CBA sponsored events at no registration fee for themselves and a spouse.

The Board of Directors may also create new or additional classes or subclasses of membership not in conflict with paragraphs A – D above.

Section 2

Application for Membership. Application for membership shall be made in the manner prescribed by the Board of Directors. Acceptance or rejection of such application shall be by majority vote of the Board of Directors.

Section 3

Right to Vote. Each Operator Member in good standing is eligible to vote in the affairs of the association. Each Member Company in good standing is eligible to cast one vote for board nominees, which will represent their interest in the affairs of the association. Each Operator Member Company in good standing is eligible to cast one vote for Operator of the Year Award nominees.

Section 4

Duration of Membership and Resignation. Membership in this association may terminate by death, voluntary withdrawal as herein provided, or otherwise in accordance with these Bylaws. The right of a member to vote and all other rights and privileges shall cease on the termination of membership. Any member may withdraw from membership by allowing membership to lapse or by giving advance written notice by regular mail or email of such intention. Such shall be presented to the Board of Directors at its next succeeding meeting, including telephone conference meetings, and withdrawal shall be effective upon fulfillment of any obligations to the date of withdrawal.

Section 5

Withdrawal of Membership Privileges. Membership rights and privileges may be suspended or withdrawn for good cause, e.g., non-payment of dues, revocation of CPUC operating authority, violation of Bylaws or any rule or practice properly adopted by the association, such as indicated in Article III, Section 7, Code of Ethics, or any other conduct prejudicial to the interests of the association. Such suspension or withdrawal shall be by majority vote of the Board of Directors; PROVIDED that a statement of the charges shall have been communicated to the member by either receipted email and / or mailed by registered mail (with return receipt) to the last recorded address of the member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting, either in person or by telephone conference, at which such suspension or withdrawal shall be considered, and the member shall have the opportunity to appear in person or attend said telephone conference and present any defense or resolution before action is taken thereon. If withdrawal of membership privileges is sustained by the Board, dues will not be pro-rated and refunded.

Section 6

Reinstatement and Transfer of Membership. Upon written application signed by a former member and filed with the Secretary or the Executive Director, the Board of Directors may, by affirmative vote of the majority of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate. Should a membership be withdrawn as described in Section 5, said member may be required to wait twelve (12) months before requesting re-instatement or to re-join the association. The member must have corrected the condition which led to the withdrawal of membership privileges. The Board of Directors may waive this requirement by a majority vote. Membership into the association is not transferable or assignable, except by majority vote of the Board of Directors.

Section 7

Code of Ethics. The members of the California Bus Association recognize the need to provide services in a professional manner and to act toward the public and colleagues with the highest degree of integrity.

Accordingly, we adopt the following creed which shall govern our endeavors to fulfill our obligations:

• To conduct our business and operations in a safe manner in order to protect the public and to promote the image of the industry.
• To adhere to the professional standards of the California Bus Association and to work to further its goals and objectives.
• To conduct all business affairs with integrity, sincerity, and accuracy in an open and forthright manner.
• To act with integrity in financial dealings with the public and with entities utilized to help arrange or provide services and accommodations to motorcoach travelers.
• To work to instill consumer and public confidence in the industry avoiding any action conducive to discrediting it or membership in the Association.

ARTICLE IV — ANNUAL DUES

Section 1

Amount. The annual dues for each classification of membership shall be determined by resolution of the Board of Directors.

Section 2

Failure to Pay. Members who fail to pay their dues within thirty (30) days from the time they become due shall be notified by the Treasurer or the Executive Director; and if payment is not made within the next succeeding thirty (30) days, shall be subject to termination, and thereupon forfeit all rights and privileges of membership. Members who have failed to pay their dues shall not be eligible for election to the Board of Directors and said membership will be held to not be in good standing until all dues and past-due obligations owed are paid.

ARTICLE V — MEETING OF MEMBERS

Section 1

Annual Member Meeting. There shall be an annual member meeting of the association in the fall, unless otherwise ordered by the Board of Directors, for election of members of the Board of Directors, for receiving the annual reports, and for the transaction of other business. Notice of such meeting shall be mailed or emailed to the last recorded address or email address of each member at least thirty (30) days before the date of the meeting.

Section 2

Special Meetings. Special meetings or telephone conferences may be called at any time by the President of the association or by any four (4) members of the Board of Directors. Notice of any special meeting shall be mailed or emailed and shall be given with adequate notice so that all Board members are able to respond to said notice, along with a statement of time and place and information as to the subject or subjects to be considered.

Section 3

Quorum. A simple majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum is present.

Section 4

Mail Vote or Email Vote. Whenever, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of the membership and when it deems it inexpedient to call a special meeting for such purpose, the Board of Directors may, unless otherwise required by these Bylaws, submit such a matter to the membership in writing by mail or email for vote and decision. Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.

ARTICLE VI — BOARD OF DIRECTORS

Section 1

Members. The Board of Directors shall consist of a total of fifteen (15) members, one (1) of which will be appointed by the President and two (2) of which will represent Associate members.

The board will be comprised of twelve (12) operator members, who are the elected representatives of the Operator Members in good standing, four (4) of whom shall be the President, Vice President, Secretary, Treasurer, eight (8) Directors, all voting members; two (2) Associate Steering Council members with one (1) vote, typically the chair or in chair’s absence, the co-chair; and one (1) non-voting Presidential appointee. Up to two (2) representatives from the same Operator member company may serve on the board but the member company would only have one vote.

The Associate Steering Council shall designate a member to represent its interests at the Board of Directors meetings, in a voting capacity, as outlined under the Members section above.

Section 2

Duties. The Board of Directors shall have supervision, control, and direction of the affairs of the association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulation for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents, as it may consider necessary.

Section 3

Nomination and Election Process. Within a reasonable timeframe following the receipt of the proposed nominees by the Nominating Committee (Article VIII, Section 3), the Secretary or the Executive Director shall provide said nominees with a Nomination Acceptance Form, with a deadline for completion and return assigned by the sender. The Secretary or the Executive Director will also provide access to the same Nomination Acceptance form and deadline to all candidates responding to an open nomination invitation. All nominees must submit a Nomination Acceptance form to qualify for the ballot.

Following the receipt of all Nomination Acceptance forms returned within the prescribed deadline, the Secretary or the Executive Director will create a voting ballot which states all voting rules and utilizes the responses provided on the Nomination Acceptance form as a platform for each candidate. Within a reasonable amount of time, this ballot, with a submission deadline which provides sufficient time to conclude the voting process prior to the annual member meeting, will be presented for vote to all qualified members, by way of CBA website, email, and all social media platforms. All ballots returned by correct completion of the survey shall be tallied either by conference call or in person, in the presence of two (2) Board members not currently running for reelection, by the Secretary or the Executive Director. The results of the election will be determined by the majority of votes cast for each candidate, with any ties being broken by the Board of Director members not running for re-election. Results of the election shall be reported to the membership at the annual meeting.

Section 4

Term of Office. The newly elected Board of Directors shall be announcedt the annual member meeting of the association, with terms to be effective on the first day of the following year and shall serve for a period of two (2) years for Operator Members, and for a period of one (1) year for Associate members and Presidential Appointee, as long as all membership requirements are met.

Operator Member terms shall be staggered, with half of the Board being elected each year. Any director shall be eligible for re-election.

Section 5

Meetings. Immediately following each annual member meeting, the Board of Directors shall hold a regular meeting for the purpose of the election of officers and the transaction of other business.

No notice of other such organizational meetings need be given. Thereafter, the Board of Directors shall meet upon call of the President at such times and places as he or she may designate and shall be called to meet upon demand of a majority of its members.

Section 6

Action Without a Meeting. Any action by the Board of Directors may be taken without a meeting if deemed appropriate by the Officers of the Board.

Section 7

Quorum. A simple majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum is present.

Section 8

Absence. Any member of the Board of Directors unable to attend a meeting shall notify the President, Secretary, or the Executive Director of the reason for his or her absence. If a member is absent from three (3) consecutive meeting for reasons which the Board has failed to declare to be sufficient, his or her resignation shall be deemed to have been rendered and accepted.

Section 9

Compensation. Members of the Board shall not receive any compensation for their services on the Board, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of their duties. Such may prescribe procedures for approval and payment of such expenses by designated officers of the association.

Nothing herein shall preclude a Board member from serving the association in any other capacity and receiving compensation for such services.

Section 10

Resignation or Removal. Any Director may resign at any time by giving written notice to the President or the Secretary of the Board of Directors or the Executive Director. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President or the Board. Should a board member resign, for reasons other than health, he/she shall not be eligible to hold a position on the board for 24 months thereafter, unless this requirement is waived by a majority vote of the Board.

Any director may be removed by a majority vote of the Directors at any regular or special meeting at which a quorum is present.

Section 11

Vacancies. Any vacancies that may occur on the Board by reason of death, resignation or otherwise may be filled by the remaining members of the Board for the unexpired term.

ARTICLE VII — OFFICERS

Section 1

Composition. The elective officers of this association shall be a President, a Vice President, a Secretary, and a Treasurer / Assistant Secretary. These officers shall be elected every one (1) years by the Board of Directors at the annual meeting and shall serve for a term of one (1) year or until his/her successor is duly elected and qualified.

Section 2

Vacancies. Vacancies in any office due to death, resignation or as otherwise provided in these Bylaws shall be filled by the Board of Directors.

Section 3

President. The President shall be the principal elective officer of the organization and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the association. He/she shall preside at all meetings of the members and Board of Directors and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

Section 4

Vice President. In the absence or disability of the president, the Vice President shall perform all the duties of the President and in so acting shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 5

Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, and shall discharge such other duties of the office as prescribed by the Board of Directors.

Section 6

Treasurer / Assistant Secretary The Treasurer / Assistant Secretary shall have custody of and be responsible for all the funds and securities of the association, keeping a full and accurate account of all receipts and disbursements, and shall deposit such monies in the name of the association in such banks, trust companies or other depositories as the Board of Directors shall from time to time select.

The Board of Directors shall designate the authorized signatories upon which funds of the association may be disbursed. The Treasurer / Assistant Secretary shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 7

Assignment The duties of the Secretary and/or Treasurer / Assistant Secretary may be assigned in whole or in part, by the approval of the Board of Directors.

At all times, the full responsibilities of the duties remain in the hands of the Secretary and/or Treasurer / Assistant Secretary.

ARTICLE VIII — COMMITTEES

Section 1

General. The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special or subcommittees as may be required by the Bylaws or as he or she may deem necessary.

Section 2

Associate Steering Council. There shall be established an Associate Steering Council composed of a Chair, Vice Chair, and such other members as deemed appropriate by the Chair with the concurrence of the President. Members of this Council shall be elected by a majority vote of the Associate Members of the association, and must be Associate Members in good standing of the association.

Council members shall serve for a term of one (1) year, or until their successors have been duly elected and qualified.

The Associate Steering Council shall be charged with reviewing applications for Associate membership prior to submission to the Board of Directors for approval; representing the views of the Associate Members to the Board of Directors and membership; in general, promoting the welfare of the Associate Members of the association; and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

Section 3

Nominating Committee. By July 1, the President shall appoint a Nominating Committee of three (3) persons to oversee the nominating process of member candidates for the Board of Directors. The Committee shall notify the Secretary or the Executive Director, in writing, of these proposed nominees by August 1.

Additionally, the Secretary or the Executive Director will announce open nominations to all qualified members by way of the CBA website, email, and all social media platforms.

ARTICLE IX — INDEMNIFICATION

Every person now and hereafter serving as an officer or director of the association shall be indemnified in accordance with the laws of the State of California. The Board of Directors shall determine finally and conclusively by majority vote the reasonableness and propriety of any indemnity claimed by any such person. Indemnification shall not be deemed exclusive of any other right to which those indemnified may be entitled.

ARTICLE X — WORKERS’ COMPENSATION GROUP PROGRAM

Section 1

Name. The program shall be known as the CBA Group Workers’ Compensation Program

Section 2

Objects and Purposes of Group Program. To reduce and eliminate business related accidents, injuries and losses, and the causes thereof, to insure and promote the safety of the Operator Members, their employees and property. To create, promote, conduct, coordinate, and effect among Operator Members a program designed to identify, reduce, and eliminate such business-related accidents, injuries and losses, and the causes thereof. To assist Operator Members in all proper and lawful ways to identify, reduce, and eliminate hazardous work conditions.

Section 3

Eligibility. Eligibility of CBA Operator Members in good standing shall be determined by the underwriting company, Republic Indemnity Company of America.

Section 4

Premiums and Dividends. No distribution of funds to any member of this group program derived from a Workers’ Compensation dividend shall be reduced or forfeited except to the extent that the group has guaranteed payment of premiums to the insurance carrier. The group guarantees the payment of all premiums to the extent of policyholder dividends that are or may become due to this group or its members from the insurer upon the condition that the insuring company notify the association of the non-payment of a premium by an insured member of the group within sixty (60) days after the premium is past due. Each member of the group, prior to inception of any Workers’ Compensation policy of insurance, shall be notified in writing that there may be such a reduction or forfeiture of the dividend in accordance with this Section.

ARTICLE XI — DISSOLUTION

The association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the association. On dissolution of the association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

ARTICLE XII — AMENDMENTS

Upon proposal by the Board of Directors, these Bylaws may be amended, repealed or altered, in whole or in part, (a) by a majority vote at any meeting of the association; PROVIDED that a copy of any amendment proposed for consideration shall be mailed or emailed to the last recorded address of each member eligible to vote at least thirty (30) days prior to the date of the meeting; or (b) by approval of the members through mail or email vote in accordance with the provision of Article V, Section 4.