BYLAWS OF THE
OKLAHOMA WRECKER OWNERS ASSOCIATION
(OWOA)

A PRIVATE NON-PROFIT OKLAHOMA BASED CORPORATION
AS AMENDED JANUARY 1995

BY-LAWS

ARTICLE 1.

ORGANIZATION

The Oklahoma Wrecker Owners Association is organized as a private, non-profit, Oklahoma based Corporation subject to the laws of the State of Oklahoma. The Association was incorporated on October 31, 1975.

ARTICLE 2.

PURPOSE

The Oklahoma Wrecker Owners Association exists for the purpose of furthering the Wrecker Towing and Recovery profession in the State of Oklahoma and across the Nation by providing a common basis for owners, operators and suppliers to come together to act for the mutual benefit of the Association Members in particular and for the industry in general.

The OBJECTIVE of this Organization include:

A. Presenting, when directed by the membership, mutual agreed upon tariff and Rate positions before the State of Oklahoma.
B. Representing, when necessary, the Association’s position on regulations developed By the Department of Public Safety of the State of Oklahoma that impact the industry.
C. Representing when necessary, the Association’s position on pending legislation.
D. Seeking ways to improve the service to the public and to maintain a highly professional Image for the industry.

The CREED of the Members includes dedication to the PRINCIPLES of:

A. Improving and enhancing the public relations of the wrecker industry in the State of Oklahoma;
B. Providing the general public of the State of Oklahoma with more efficient towing and emergency road service, and fostering cooperation between the industry and law enforcement agencies;
C. Fostering and promoting the interests and welfare of all towing/recovery/storage operators in The State of Oklahoma and throughout the country.
D. Supporting and creating fair competition in all business dealings, and to promote and Encouraging at all times good fellowship among members;
E. Fostering and supporting wise and uniform legislation as the same may affect the purpose of this industry;
F. Fostering cooperation and unity among wrecker/towing operators that we may have a representative body powerful enough to serve and protect members in all of their purposes which may be beneficial to the wrecker/towing industry, and to the public at large.

ARTICLE 3.

OFFICERS The elected officers of the Association shall be:

A. President – Activity & Policy Coordination
B. Vice President – Membership
C. Vice President – Insurance
D. Vice President – Social Activities
E. Secretary
F. Treasurer
G. Director #1
H. Director #2
I. Director #3
J. Director #4
K. Director #5

The appointed officers of the Association shall be:

A. Executive Director
B. Administrator

Except as otherwise provided, the elected officers shall be elected annually from among the membership. Elected Officers A through F must have been members in good standing with the Association for not less than three consecutive immediately preceding years. The elected officers and the appointed officers shall serve as the Association Board of Directors. The Executive Director and Administrator shall serve as the Executive Committee and may act with full authority on behalf of the Association in matters pertaining to the policies and operation of the Association. Except as otherwise provided, the President shall be the presiding officer at all meetings of the Association, unless otherwise dictated by the membership and except in his/her absence, a Vice President or other elected or appointed officer of the Association, may be designated to preside. The President, as a regular practice, may designate the Executive Director and/or the Administrator to preside at any or all meetings.

ELECTION OF OFFICERS

Election of officers shall occur at the Association’s regular monthly meeting in September each year or at the next assembled regularly scheduled meeting, in the event the September meeting is not held. The newly elected officers will take office as the last item of business before adjournment at the meeting in which they are elected, unless otherwise mutually agreed upon by a majority of those members present and voting at that meeting. Month of election was changed from March to September on May 9, 2000 by unanimous vote of all members.

Vacancies may be filled by majority vote of the members of the Board at any meeting call for such purpose, or by a majority vote of the members present at any meeting call for such purpose.

Each officer shall serve until a replacement is elected and qualified. Successive terms are permitted upon re-election. During February of each year, the President will name five or more members to a nominating committee for the purpose of recommending a slate of candidates to be voted on by the members. Nominations may also be made from the floor at the meeting in which officers are elected. Elections shall be by a majority vote of the members present at the meeting designated for election of officers. A member need not be present at a meeting to be elected to an office. Only fully paid up members in good standing may hold any of the above offices. Only fully paid up members in good standing may vote.

ARTICLE 4.

MEMBERSHIP

Voting membership of the Association is open to any and all wrecker companies possessing a current Oklahoma wrecker license. Owners and/or employees may hold membership.

Associate membership is open to all other businesses or companies serving in any manner the needs of the wrecker or towing business. An Associate member may serve as a Director on the Board of Directors and as such, shall then have the same voting rights as a regular member.

ARTICLE 5.

MEMBERSHIP DUES

Membership fees shall be established based on the needs of the Association as determined by the annual work program and budget. Membership fees shall be assessed on an annual basis.

ARTICLE 6.

PUBLICATIONS

The Association may publish and distribute newsletter, directories, magazines and other publications and may sell ads, insurance or other promotional materials and/or tools of the trade at the direction of the Executive Committee. The Association may contract for the development, drafting and lobbying for wrecker tariffs and rates on behalf of licensed operators, which are subject to compliance of such rates as, are required by Oklahoma Law. The Association may assess fees to non-members operators participating in such wrecker tariffs and rates that are established through the efforts of the Association.

ARTICLE 7.

STAFF

The Association may engage the services of an Executive Director and an Administrator to direct the Association’s daily and long-range affairs. The Association may from time to time engage the services of an attorney and/or other professional assistance, as the Executive Committee deems appropriate for the benefit of the Association and its membership.

Among other duties assigned him, the Executive Director shall be responsible for preparing the Association’s annual work program/budget to be available to the Board of directors for presentation to the membership at the January meeting each year.

It shall be the responsibility of the Executive Director and/or the Administrator to receive and account for all income and expenditures of the Association, and to prepare regular reports for the Treasurer of the Association’s income, expenditures and financial status, to prepare minutes for the Secretary to present and prepare agenda for meetings.

ARTICLE 8.

ASSOCIATION FUNDS

It shall be the duty of the elected Treasurer of the Association to report or designate a person to report on the income, expenditures and financial status of the Association at each regular monthly meeting. Disbursement checks from the principal Association account(s) shall require the signatures of any one Officer and the Executive Director or his/her designated signatory, or any two elected Officers. An operating account may be established at the direction of the Board of Directors for use by the Executive Director and/or the Administrator in administering the day-to-day needs of the Association. Such account may require only a single signature.

ARTICLE 9.

BOARD OF DIRECTORS

The Association shall be directed by a Board of Directors, comprised of the elected and appointed officers of the Association, plus any other member or members as determined by the elected officers.

ARTICLE 10.

ANNUAL MEETING

The Association may hold an annual meeting of the members for the purposes of the annual election of officers and to make or ratify major policy decisions affecting the Oklahoma Wrecker Owners Association.

ARTICLE 11.

AMENDMENT PROCEDURES

These Bylaws may be amended by the Board of Directors, by a majority of the members present and voting at any announced regular meeting of the Oklahoma Wrecker Owners Association or by the Executive Committee with ratification by the Board of Directors at their next meeting.

ARTICLE 12.

ANTITRUST POLICY STATEMENT

The OWOA is organized to promote, develop, and maintain the advancement of the licensed Oklahoma wrecker and/or towing operations. OWOA is not intended to and may not play any role in the competitive decisions of its members or their employees or in any way restrict the competition in any aspect of the wrecker/towing industry.

The Board of Directors of OWOA through this statement of policy makes clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with those laws. It is the individual responsibility of every member of OWOA to be guided by the antitrust laws. It shall be the special responsibility of any committee chairman and association officer to assure that this policy is known and adhered to in the course of activities pursued under their leadership.

It is now OWOA’s role to act as an arbiter or judge of competitive conduct of industry members. As such, this statement of antitrust policy is not a mechanism through which members should charge another member with an alleged illegal antitrust action.

ARTICLE 13.

SEVERABILITY CLAUSE

The provisions of these by-laws are severable and if any part or section thereof is held to be void, such holding shall not affect or impair any of the remaining parts or sections of these by-laws.