BYLAWS OF CDUPA

ARTICLE I - Mission Statement:

WE ARE COMMITTED TO WORKING TOGETHER TO IMPROVE COMMUNICATIONS AND SUPPORT ACTION THAT WILL ENHANCE PRODUCT SUPPORT OPPORTUNITIES FOR ALL CAT DEALERS.

Section 1: The name of the organization shall be:

Caterpillar Dealer Used Parts Association.

Section 2: The Caterpillar Dealer Used Parts Association is organized exclusively for the benefit of franchised Caterpillar Dealers used parts departments to be able to enhance their position in the market place.
Section 1 Amendment: Provide a forum for the exchange or technical information, education, knowledge and professionalism by promoting new ideas to the benefit of all Caterillar Used Parts Dealers. (4/23/04)

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist only of the members of franchised Caterpillar dealers. Dues for annual membership will be determined by the Board of directors. Term of membership will be one year from January to December. Each dealer current with association dues is allowed one vote.

Section 2: Associate membership consists of non-voting members invited at the discretion of the board.

Section 2 Amendment: All members in good standing will be added to the CDUPA mailing list.  The board of directors will approve all requests for non-CDUPA members to be added to the mailing list. (4/23/04)

ARTICLE III - ANNUAL MEETING

Section 1: Annual Meeting. The Board of Directors shall set the date, time and place of the regular annual meeting.

Section 1 Amendment:

The Board is established to offer direction to the association and represent the cares and concerns of the membership to the used parts community.  The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees.  The Board shall have up to 12 and not fewer than 3 members. (4/23/04)

Section 2: Special Meetings. The President or the Executive Committee may call special meetings.

Section 1A Amendment: The board of directors shall approve all invited guests that are non-CDUPA members to the annual general meeting. (4/23/04)

Section 3: Notice of each meeting shall be given to each voting member, by mail not less than thirty days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: The Board is established to offer direction to the association and represent the cares and concerns of the membership to the used parts community. The Board is responsible for overall policy and direction of the Council, and delegates' responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to 12 and not fewer than 3 members. The board receives no compensation.

Section 1a: The President and Vice President shall serve a 1-year term, but are eligible for re-election. The Secretary/Treasure shall hold office for 2 years. All officers must be elected from the current board.

Section 2: Meetings. The Board shall meet at least 3 times per year, at an agreed upon time and place. 

Section 2 Amendment: Meetings. The Board shall meet at least 1 time per year, at an agreed upon time and place. (3/14/02)

Section 3: Board Elections. Election process of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the association. Directors shall be made up of volunteers who are elected at the annual general meeting.

Section 4: Terms. All Board members shall serve 1-year terms, but are eligible for reelection. To remain an active Board member you must attend at least two of the three meetings during your elected term.

Section 5: Quorum. A quorum consisting of 66 percent of the Board members with a minimum of 2 officers must be in attendance before business can be transacted or motions made or passed.

Section 5 Amendment: Quorum. A quorum consisting of 50 percent of the Board members with a minimum of 2 officers must be in attendance before business can be transacted or motions made or passed. (3/16/02)

Section 6: Officers and Duties. There shall be three officers of the Board consisting of a President, Vice President, and Secretary/Treasurer. Their duties are as follows:

The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice president, Secretary/Treasurer.

The Vice/President will chair committees on special subjects as designated by the board.

The Secretary/Treasurer shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that association records are maintained. Shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, and help develop fundraising plans, and make financial information available to Board members and the association.

Section 6 Amendment:
The election of the President shall be for each even year. (4/23/04)

Section 7: Vacancies. When a vacancy on the Board exists, nominations or new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 7 Amendment:
The election of the Vice-President and Secretary/Treasurer shall be for each odd year. (4/23/04)

Section 8: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 8 Amendment:
The (9) members of the association shall be elected as directors by the general membership with (5) directors to be elected at the annual general meeting held for each even year and four (4) Directors to be elected at the annual general meeting for each odd year. (4/23/04)

Section 9: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member postmarked thirty days in advance.

Section 9 Amendment:
(1) The nominations for the elections of Officers or Directors or both, as the case may be, of the Executive Board shall be made up by the volunteers from the general membership who are present at the annual general meeting.
(2) All members in good standing in the Association are eligible to vote. (4/23/04)

Section 16 Amendment:
(1) Honorariums may be established by resolution passed at a General Meeting of the Assocation for the members of the Executive Board
(2) Honorariums will be paid to the Executive Board in an amount equal to the annual dues paid by the dealership to the Association
(3) Honorariums will be issued by the Secretary/Treasurer prior to the commencement of the annual general meeting and made payable to the dealership.
(4) Any member who vacates office on the Executive Board by reason of resignation, removal or otherwise, shall receive his honorarium (if any) on a pro rata basis (months served). (4/23/04)

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed. The President appoints all committee chairs.

Section 2: The three officers serve as the members of the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the association.

Section 4: The board shall appoint three members to be the auditors for all expenses.

Section 5: No capital expenditure or asset purchase will be made without Board approval and the election of a Board of Trustees.

ARTICLE VI - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Section 2 Added Amendment: The board of directors may forgo section 1 of the amendments by a two-thirds majority vote of the board of Directors and elect to solicit ideas for bylaw changes from the membership. This request for ideas will be sent out by the secretary treasurer as a notice to all members (2) months prior to the Annual general meeting. The members must respond back to the secretary treasure in writing (E-mail) (1) month prior to the annual general meeting with the article to be changed and the reasoning for the change. All changes will be discussed and voted on during the annual general meeting. A 51% majority vote by the membership is required to change any bylaw.  (12/16/03)

Section 3 Added Amendment: Any member in good standing in the association may submit to the secretary treasure in writing (E-mail) a proposed amendment to the bylaws within (1) month of the annual general meeting noting the article to be changed and the reasoning for the change. The board will follow section 1 or 2 of Article VI. (12/16/03)
 

These Bylaws were approved at a meeting of the Board of Directors of CDUPA on October 7, 1999.

President: Brian Rowsome, Finning, Int.

Vice President: Sue Clough, General Tractor (Ziegler, Inc.)

Sec/Treas: Kevin Kobus, Atlas Used Parts (Giles & Ransome)

Board Members:

Frank Woodlee, Whayne Supply
Mark Walker, Blanchard Machinery
Jerry Juliette, John Fabick Tractor, Inc.
Bill Kolb, Altorfer, Inc.
Chris Wahlfeld, Hawthorne Machinery Co.
Larry Wiley, J.A. Riggs Tractor Co.
Jim Tormanen, Halton Tractor Co.

Article V Section 2 was amended at the meeting of the Board of Directors of CDUPA on March 14, 2002.

President: Bill Kolb, Altorfer, Inc

Vice President: Jerry Juliette, John Fabick Tractor, Inc

Sec/Treas: Derek Dicks, Tractor and Equipment Co

Board Members:

Curt Jensen, Nebraska Machinery
Jim Tormanen, Halton Tractor Co
Jeff Young, Thompson Machinery
Tim Perkins, Southworth Milton
Jerry Calhoun, Gregory Poole Equipment
Mark Walker, Blanchard Machinery
Dewayne Davis, Stowers

Article V Section 5 was amended at the meeting of the Board of Directors of CDUPA on March 16, 2002.

President: Jerry Calhoun, Gregory Poole Equipment 

Vice President: Jim Tormanen, Halton Tractor Co 

Sec/Treas: Derek Dicks, Tractor and Equipment Co

Board Members:

Bill Kolb, Altorfer Inc.
Jerry Juliette, Fabick Tractor
Ray Doucette, Finning Ltd.
Jack Honeycutt, Gregory Poole Equipment
Tom Rockwell, Ohio Machinery
Ed Meyer, Outback Parts (Foley Inc.)
Tim Perkins, Southworth Milton
Ed Balko, Toromont Cat
Frank Woodlee, Whayne Supply

Article VI Section 2 and Section 3 were added at the meeting of the Board of Directors of CDUPA on December 16, 2003.

President: Ray Doucette, Finning Ltd.

Vice President: Tim Perkins, Southworth Milton

Sec/Treas: Derek Dicks, Tractor and Equipment Co

Board Members:

Dewayne Davis, Stowers Machinery
Gerard Gallant, Atlantic Tractors
Ken Fochs, Peterson Tractor
Mark Walker, Blanchard Machinery
Mike Barnett, Halton Tractor
Matt Washic, Cleveland Brothers Equipment
Kent Davis, Cashman Equipment
Ed Balko, Toromont Cat

Article I Section 1, Article II Section 2, Article III Section 1A, Article IV Sections 1,6,7,8 & 9 were amended at the meeting of the Board of Directors of CDUPA on April 23, 2004.

President: Mark Walker, Blanchard Machinery

Vice President: Tim Perkins, Southworth Milton

Sec/Treas: Derek Dicks, Tractor and Equipment Co

Board Members:

Kathy Williams, Whayne Supply
Mike Barnett, Halton Tractor
Victor Coronado, Empire Machinery
Bob Thompson, Beckwith Machinery
Ed Balko, Toromont Cat
Jerry Juliette, John Fabick Tractor Company
Matt Washic, Cleveland Brothers Equipment
Sam Partain, MustangTractor