BYLAWS

 of

BEPA TRADE ASSOCIATION,
a subordinate organization of

BIG EASY PEDICAB ASSOCIATION

(adopted 2013-10-09, amended 2014-01-26)

 

ARTICLE I: NAME, MISSION, AND PURPOSES

 

Section 1.01.  Name.     The name of the organization is BEPA TRADE ASSOCIATION

 

Section 1.02. Mission.     The Organization’s mission is to be an association of persons having a common business interest in the success of the Pedicab Industry in New Orleans

Section 1.03. Purpose.     The Organization is organized exclusively for the purpose of promoting this common business interest in the Pedicab Industry in New Orleans

Section 1.04. Exempt Purposes Regulatory Compatibility.     The Organization shall not engage in a regular business of a kind ordinarily carried on for profit. The Organization’s activities shall be directed to the improvement of business conditions of one or more lines of business that are or can be stakeholders of the Pedicab Industry in New Orleans rather than the performance of particular services for individual persons. (Reg. 1.501(c)(6)-l). The Organization shall direct their efforts at promoting the common economic interests of all the commercial enterprises in or positively affected by the Pedicab Industry in New Orleans. (Rev. Rul. 73-411, 1973-2 C.B. 180.) Although the fact that the membership of the Organization is composed of individuals from a variety of professions does not prevent the Organization from qualifying under section 501(c)(6) (Rev. Rul. 70-641, 1970-2 C.B. 119), the Organization shall not be organized for the purpose of exchanging information on business prospects with no common business interest other than a mutual desire to increase their individual sales. The activities of the Organization shall be directed to the improvement of one or more lines of business, and the activities of the Organization shall not be directed to the promotion of the private interests of its members (Rev. Rul. 59-391, 1959-2 C.B. 151). The Organization is a cooperative agency of good citizenship in industry and commerce. In so far as the Organization succeeds in its purposes, the members of the Organization increases the incomes, not of themselves, but of the individuals in their communities, irrespective of membership in the Organization.

Section 1.05. Dissolution.     In the event of dissolution, distribution of assets may be made to members of the Organization (Crooks v. Kansas City Hay Dealers Association, 37F.2d 83 (8th Cir. 1929)). However, any return of dues or contributions must be in proportion to dues paid or contributions made (Rev. Rul. 81-60, 1981-1 C.B. 335).

Section 1.06. Earnings.     No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that the Organization shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.

Section 1.07. Equality Statement.     Big Easy Pedicab Association does not discriminate on the basis of race, religion, creed, color, sex (including pregnancy and gender identity), national origin, ancestry, age, disability, physical handicap, mental handicap, medical condition, family medical history, genetic information, sexual orientation, parental status, marital status, political affiliation, military service, veteran status, or any other non-merit based factors.

ARTICLE II: BOARD OF TRUSTEES

Section 2.01. Selection.  Trustees shall first become and simultaneously serve as trustees of BIG EASY PEDICAB ASSOCIATION.

ARTICLE III: AUTHORITY AND DUTIES OF TRUSTEES

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE IV: AUTHORITY AND DUTIES OF OFFICERS

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE V: INDEMNIFICATION

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE VI: ADVISORY BOARDS AND COMMITTEES

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE VII: MEMBERS

 

Section 7.01. Classes.  The class of membership is “Basic Member”. New classes of membership are currently undefined and shall be established by the Board of Trustees as long as members of the new class of membership receive benefits in proportion to the contributions they make to the Organization.

 

Section 7.02. Qualifications.  Qualification for Basic Member is defined as any persons having a common business interest in the success of the Pedicab Industry in New Orleans” (Article I, Section 1.02).

 

Section 7.03. Resignation.  Resignations of membership are effective upon receipt by the Secretary of the Board of Trustees of a written notification. Resignations may also be submitted with a given date of resignation.

 

Section 7.04.  Removal.  A member may be removed by majority vote of all members whenever in the members’ judgment the best interests of the Organization will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. If at such time a fair procedure is needed to provide a review committee, hearing, debate, and vote, the Board of Trustees shall create such a procedure.

Section 7.05. Dues.  Dues for Basic Member is $10 for an indefinite term (amended 2014-01-26). Changes to dues for existing classes of membership shall be made by the Board of Trustees. The establishment of dues for future classes of membership shall be established by the Board of Trustees. Dues, in whole or any potentially applicable pro rata thereof, are non-refundable. Membership support, both in the form of dues and involvement in the organization's activities, must be at a meaningful level.

Section 7.06.  Meetings.  The annual membership meeting is currently undefined and shall be established by the Board of Trustees.

Section 7.07.  Benefits.  The benefits of Basic Member consist of (a) a public profile and (b) a user account on the Website of BIG EASY PEDICAB ASSOCIATION, and (c) membership sponsor option. Basic Member benefits may be suspended or revoked at any time by the Board of Trustees.

Section 7.07.a.  Public Profile.  The public profile shall be used for informational, educational, and community engagement purposes. The public profile is designed to inform the public about the composition of our membership through the provision of background information of our members. The public profile is also designed to hold our members publicly accountable for their actions by allowing the community to impact the member’s professional development through public reviews, comments, and ratings. The member’s personal interests in philanthropy (e.g., BEPA Foundation) and or cause-related advocacy (e.g., BEPA Political Action Committee) may also be communicated through their public profile, and tools designed to engage the community in those interests may be installed in the public profile. However, text, pictures, endorsements, advertisements, and or tools directly designed to benefit the member, another individual, or another for profit business is not permitted (Article I, Section 1.04). Basic Member benefits may be suspended or revoked at any time by the Board of Trustees.

Section 7.07.b  User Account.  The user account shall be used to access restricted areas of the Website. The restricted areas accessible for Basic Member are currently set at access to additional membership application forms for classes of membership offered by BIG EASY PEDICAB ASSOCIATION’s subordinate organizations. Changes to levels of access on the Website for existing classes of membership shall be established by the Board of Trustees. The establishment of new levels of access on the Website for future classes of membership shall be established by the Board of Trustees. Basic Member benefits may be suspended or revoked at any time by the Board of Trustees.

Section 7.07.c. Membership Sponsor Option.  To the extent that the Organization receives income from nonmembers, the members are relieved of their burden of paying dues (National Automobile Dealers Association v. Commissioner, 2T.C.M. 291 (1943). It shall be the responsibility of the member to inform the sponsor of the tax-deductibility of the dues for the sponsor, and not for the member, as a “necessary business expense”. It shall also be the responsibility of the member to not accept additional payment from the sponsor for participation in the Organization as a member (Article VIII, Section 8.06). Mention of sponsorship in the member’s profile shall be limited merely to mentioning only the name of the sponsor. No additional endorsements are permitted. Although encouraged to also become a member, a sponsor is not required to be a member (American Plywood Association v. United States, 267 F Supp. 830 (W.D. Wash. 1967), distinguished in Rev. Rul. 70-80, 1970-1 C.B. 130).

Section 7.08.  Advertising.  Advertising of the Pedicab Industry or of the Organization may not carry the name(s) of a member(s) (Rev. Rul. 64-315, 1964-2 C.B. 147). On the other hand, the Organization may promote the business of Pedicab Industry and conduct general advertising campaigns to encourage the use of pedicab services of the Pedicab Industry as a whole (Rev. Rul. 55-444, 1955-2, C.B. 258). Being that a common pedicab service in New Orleans is to “recommend” products or services offered by other business in New Orleans, advertisements featuring this service must as neutral as possible and with a focus on a category of business rather than on a specific business. The advertisements may contain, however, images limited to a particular geographic area such as the French Quarter (Washington State Apples, Inc. v. Commissioner, 46 B.T.A. 64 (1942), acq., 1942-1 C.B. 17). The Organization may not sell advertising in its members' publications (Rev. Rul. 56-84, 1956-1 C.B. 201). The Organization’s principal activity may not be to provide a telephone-answering service to distribute calls for pedicab service on a rotational basis to its members who are pedicab operators (Rev. Rul. 71-175, 1971-1 C.B. 153 and Rev. Rul. 74-308, 1974-2 C.B. 168). However, a telephone-answering service may be operated as a bid registry open to all individual pedicab operators (including nonmembers) in the Pedicab Industry to encourage fair bidding practices within the industry (Rev. Rul. 66-223, 1966-2 C.B. 224).

ARTICLE VIII: FINANCIAL ADMINISTRATION

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

Section 08.05.  Stock & Rights to Dividends.  The Organization may have net earnings in the form of an excess of income over expenses. However, the Organization is prohibited, as an IRC 501(c)(6) organization, from issuing shares of stock that carry the right to dividends. (Northwestern Jobbers Credit Bureau v. Commissioner, 37 F.2d 880 (8th Cir. 1930)).

Section 8.06.  Inurement.  The Organization is precluded from furnishing benefits for some members at special rates, at the expense of other members. Nevertheless, the Organization may make cash distributions to its members where such distributions represent no more than a reduction in dues or contributions previously paid to the Organization to support its activities. Cash rebates to members of the Organization, but not to nonmembers, of amounts paid for products or services provided by the Organization is prohibited (Michigan Mobile Home and Recreational Vehicle Institute v. Commissioner, 66 T.C. 770 (1976)). On the other hand, cash rebates may be made by the Organization to both members and nonmembers (Rev. Rul. 77-206, 1977-1C.B. 149). Additionally, the Organization (a) may not use its funds to provide financial assistance and welfare benefits for the members (Rev. Rul. 67-251, 1967-2 C.B.196), (b) may not pay its members for expenses they incurred in defending legal suits and paying judgments rendered in the suits (National Chiropractic Association, Inc. v. Birmingham, 96 F.Supp. 874 (N.D. Iowa 1951), except for Board Trustees as defined in Article V of these bylaws), and (c) may not distribute royalties to its members (Wholesale Grocers Exchange, Inc. v. Commissioner, No. 14,043 T. C. M.(1944)). If it can be shown that members' dues are used to support an activity that results in goods or services being sold, and the difference in price reasonably reflects that support, a lower price to members is not considered inurement of income.

ARTICLE IX: BOOKS AND RECORDS

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

Section 9.02.  Research.  The Organization may conduct research in projects of common interest to the Pedicab Industry, but the Organization must make the results available to the industry as a whole, and not only to its members (Rev. Rul. 69-106, 1969-1 C.B. 153). The Organization may also contract with various research organizations to develop new and improved uses for existing products of the Pedicab Industry. No services may be performed by the Organization for any particular member, nor may any of the Organization's patents and trademarks be licensed to any member on an exclusive basis (Rev. Rul. 69-632, 1969-2 C.B. 120).

ARTICLE X: AMENDMENT OF BYLAWS

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.