• January 18, 1983

• April 14, 1983
• February 9, 1984
• August 22, 1985
• April 4, 1986
• November 18, 1986
• July 21, 1988
• July 27, 1989
• July 19, 1990
• July 25, 1992
• May 10, 2002
• September 27, 2002
• February 4, 2005
• September 6, 2006

Article 1:

NAME AND HEADQUARTERS

The name of the association shall be the Auto International Association, herein after referred to as AIA.

AIA shall be a voluntary membership association and is a segment of the Automotive Aftermarket Industry Association (AAIA), headquartered in Bethesda, Maryland.

Article II:

DEFINITION

Person, for purposes of these bylaws, shall mean an individual, proprietorship, firm, partnership, corporation, association, trust, trustee or receiver.

Industry, for purposes of these bylaws, shall mean those individuals and/or organizations associated with the mission of AIA. The mission of AIA is to foster global trade in automotive products by providing a bridge between the international automotive community and the U.S. aftermarket.

Article III:

OBJECTS AND PURPOSES OF AIA

AIA is organized and functions for the benefit and advancement of all branches of the Industry.

Specific purposes of AIA include the following:

1. Collect and disseminate information of interest to members of AIA;
2. To represent the Industry, before legislative bodies, governmental agencies, public organizations, trade associations and other entities;
3. To coordinate and conduct basic research for the benefit of all AIA members and the public; to provide technical assistance, interchange of knowledge, expression of opinion and general industry discussions to governmental agencies and legislative bodies in the development of legislation, regulations and codes; and to assist in the development of technical data for use in product performance and quality standards for the benefit of the industry and for the ultimate benefit of the consumer.
4. To aid in public education, regional, national trade shows and international shows and other means and methods which achieve the promotion of quality in the manufacture and distribution and importing and exporting of products and services to the Industry.
5. To work with other trade associations, sharing interests and purposes in common with AIA, on how to most efficiently and efficaciously carry out such interests and purposes; and

AIA shall not, nor shall its directors, officers, employees or agents, authorize the recommendation, endorsement or approval of any individual, partnership, corporation or association nor any product, process, service, or other entity except as is otherwise provided by these bylaws.

Neither shall AIA promote the interests of any individual, partnership, corporation, or association, nor undertake any action or activity, which might oppose or damage the interest of any individual, partnership, corporation or association except to the extent as shall be necessary to protect the interests of AIA.

AIA shall not allow AIA's name, initials, or logo to be used in or on any commercially marketed product or container thereof without the prior written consent of the Board of Directors of AIA. Such request for the use of the AIA name or logo shall be made in writing to the Secretary of AIA at its main headquarters. The Secretary will bring the request to the attention of the Board of Directors who will approve or deny the request as soon as practical following receipt of the request but no later than at the next scheduled board meeting.

Article IV:

MEMBERSHIP

Section 1: Qualification for Membership: The membership of AIA shall consist of persons engaged in the import, export, manufacture, sale, or use of parts and accessories for import vehicles or vehicles consisting of such equipment, as well as persons rendering essential service to, or for, the performance of the industry. Eligibility and continued qualification for membership is contingent upon compliance with these bylaws.

Section 2: Membership Application: Application for membership in AIA must be made on forms approved by AIA, together with one (1) year's dues.

Section 3: Representatives: Each AIA Member shall appoint and certify upon initial application for membership in AIA a representative and an alternative representative, one of whom shall serve as the representative of the Member of AIA. If the representative changes, it is the responsibility of the AIA member to notify AIA headquarters of change.

In the event that any two or more Members of AIA consolidate their operations and continue to operate and merchandise or perform services independently, the companies included in the consolidation procedure may maintain individual memberships, if desired. As individual memberships of a consolidated business, each company may have a member eligible for election to the board with no more than two members from any consolidated business serving on the board at the same time. If they are merged and hold one membership, then, only one representative from the merged organization can serve on the Board of Directors.

Article V:

BOARD OF DIRECTORS

Section 1: Composition: The Board of Directors of AIA shall consist of the representatives of eleven (11) Active Members. The Board of Directors of AIA shall include as a member the Chairman of the Board.

Representation on the Board of Directors is limited to one (1) representative of a corporate entity except that conglomerates or parent companies with several subsidiary companies, which are Members of AIA may be represented by no more than two (2) individuals provided those individuals are not from the same company within the conglomerate and each company maintains a separate membership in AIA.

In the event an election results in more than two directors from one conglomerate on the Board of directors, membership on the Board of Directors from within the conglomerate shall be as follows:

1. Where two members of the Board represent companies within a conglomerate, there shall be no election of new Directors from within that conglomerate.
2. Where one member of the Board represents a company within a conglomerate, and where representatives from two companies within the conglomerate have won an election to the Board, the representative with the highest number of votes shall be elected to the Board.
3. Where no representative of a conglomerate sits on the Board of Directors and two or more representatives from the conglomerate have won election to the Board, the representatives winning the highest number of votes shall be elected to the Board. If more than two representatives would be eligible for election under this provision, the Board of Directors shall decide which representatives shall be elected to the Board.

Section 2: Nominations: Nominations of candidates for membership on the Board of Directors shall be made by the Nominating Committee.

Section 3: Election of Directors: Directors shall be appointed to the Board of Directors by election of the sitting Board members. The candidates receiving the highest number of votes for the available positions shall be appointed to the Board. No incumbent Director who shall be a candidate shall vote in the election by the Board of Directors. Annual appointments shall be held for the purpose of appointing Directors such that approximately one-third of the Board of Directors will be appointed each year.

Provisions for Appointment of Directors: The purpose of this appointment provision is to provide appropriate representation to what otherwise might be underrepresented constituencies on the AIA board. To achieve this purpose, the AIA Board would appoint (rather than the membership electing) one member of the board to represent a key constituency that is not represented. If two (or more) constituencies are not represented, the largest non-represented constituency will be the source of the appointed (rather than elected) board member. The appointing of board seats will occur in those years when four (4) board seats are up for election (two of every three years). A member can represent only one constituency (which is recorded in dues submission papers).

When preparing for a board election, the Nominating Committee shall include among its selection criteria, the naming of persons from non-represented constituencies.

When election results are reported, the AIA Board will announce the board appointment. This can be done after (but contemporaneously) the three newly elected board members are known, since the election may fill a key constituency need, or create one. If after three elected board members are known, there is no key constituency need, the board will have the discretion to appoint a member regardless of the constituency she/he represents.

The terms of each of the two board appointments described herein, will be considered identical to elected terms when calculating three allowable consecutive terms before a mandatory break in board service. If after a completed appointed term, the same key constituency requires another appointed board seat, a different person will be appointed.

Whenever an appointment to the AIA Board is made, it is expected that the appointing board will be diligent to identify a person who, by all reasonable expectations, will be an energetic and positive contributor to the mission of AIA.

Section 4: Term of Office: Directors shall be appointed to office for a three-year term and may be reappointed for an additional three-year term. After a Director has served six consecutive years they must take a mandatory two-year break in service before the possibility of reappointment. The appointed Director/s shall be installed and their terms begin on the day of the AIA Spring Board of Directors meeting. Their terms end at midnight on the day prior to the AIA Spring Board of Directors meeting. Their installation shall be the first day of the board service year. This change will be effective January 1, 2007.

Section 5: Vacancy: In the event of a vacancy on the Board of Directors by reason of death, resignation, disqualification, removal or other cause, a new Director shall be selected by majority vote of the Board of Directors from candidates nominated by the Chairman of the Board and/or members of the Board, in order to serve the unexpired term.

Section 6: Resignation and Removal: Any Director may resign from the Board of directors at any time upon submitting a written resignation to the Chairman of the Board. All such resignations shall be accepted. Any Director or Chairman of the Board may be removed from office with or without cause at any time upon a vote of a majority of the Board of Directors.

Any Director shall be removed for failing to attend 3 Board meetings in succession. Ample time is given of upcoming meetings to adjust schedules for attendance. However, at the discretion of the Board this may be overridden by extenuating personal reasons.

Section 7: Meetings of the Board of Directors: The regular meeting of the Board of Directors shall be held at times and in a place as may be decided from time to time by the Board of Directors. Special Meetings of the Board of directors may be called by the Chairman of the Board or by two-thirds or more members of the Board and shall be held at a time and in place to be determined by the Chairman of the Board. Any meeting may be closed by a majority vote of those present to exclude all but the Chairman of the Board, members of the Board, and those considered necessary for the transaction of business by the Board.

Section 8: Notice: Written notice of any meeting of the Board of directors shall be sent to each director not less than thirty (30) days prior to the meeting by the Secretary. Notice of special meetings shall contain the agenda of the meeting and no other business shall be conducted. Secretary shall confirm receipt of notification to Board members.

Section 9: Quorum: Two-thirds of the entire Board of Directors, without regard for vacancies, shall constitute a quorum of the Board of Directors for the purpose of transacting business at any Board meeting. Except as otherwise provided in these bylaws, the Articles of Incorporation of AAIA or as may be required by law, the acts of a simple majority of the Directors present and voting at any Board meeting shall constitute an act of the Board of Directors. If during a Board of Directors meeting, a quorum shall not be present, majority of the Directors present or any Officer may adjourn such meeting until a quorum shall be present. Notice of such an adjourned meeting need not be given.

Section 10: Voting: Each Board member shall have one vote. No Board member shall cast a vote by proxy or by an alternate.

Section 11: Meeting Agenda: Directors may request that specific topics be included on the agenda for the meetings of the Board of Directors. Such requests shall be granted and such topics shall be included on the agenda for consideration by the Board of Directors if received by the Chairman of the Board not less than fifteen (15) days prior to the Board meeting. The Secretary shall coordinate the initial agenda for distribution to the Board of Directors upon notification of the forthcoming Board meeting and shall prepare and distribute the final agenda to all Board members ten days prior to the meeting date.

Section 12: Duties and Powers of the Board: The Board of Directors shall by resolution from time to time set legislative, legal action, political education, and informational objectives and policies of AIA relating to the furtherance of the objects and purposes of AIA and AAIA. Except as provided in these Bylaws to the contrary, no member or members of the Board of Directors, no officer or no employee of AIA shall have the authority to, nor shall they obligate AAIA to, nor make expenditures for AAIA which have not been approved by the Board of Directors.

It shall be the duty and power of the board to appoint an AIA Segment representative to serve on the AAIA board of directors, when in those years divisible by three, the AIA Segment membership exceeds 100 members, thereby entitling the AIA Segment under the AAIA bylaws, to a designated seat on the AAIA board. The term of such an AIA representative on the AAIA board shall be three years, with the possibility for that AIA representative to serve a second three-year term, or for another AIA representative to be selected, provided that at that time, the AIA Segment meets the aforementioned requirements.

The board shall select the AIA representative to the AAIA board from among those active members of the AIA segment. In those instances when a non-board member is selected as the representative, it shall be the policy of the AIA board to encourage that representative to attend the AIA board meetings as an ex-officio member, so as to benefit the AIA representative in executing his/her duties as the AIA Segment representative to the AAIA board.

The AIA board shall submit its appointed representative's name to the AAIA nominating committee, to be included on the AAIA ballot.

Section 13: Executive Committee: The appointment of the Executive Committee shall be held at the last regular Board of Directors meeting of the board service year following the election of the Chairman of the Board or at any time a vacancy exists.

The Chairman-elect of the Board, elected at that last regular Board of Directors meeting of the board service year, will appoint the Executive Committee Members-elect, and their terms begin at the AIA Spring Board of Directors meeting, the first day of the board service year.

The Executive Committee will consist of the Chairman of the Board, Vice Chairman and a minimum of two other Board members, but not to exceed a total of five Board members.

The Executive Committee shall have and exercise all powers of the Board when the Board is not in session except as may from time to time be limited by the Board of Directors, and shall report to the Board of Directors on any actions or decisions of the Executive Committee.

Section 14: Qualifications of the Board: Each member of the Board of Directors must be the representative of an Active Member of the AIA segment of AAIA. In the event a Director loses his position with a current dues paying member and does not join the business of a dues paying member (or doesn't join AAIA on his own behalf) within twelve months then the Director will be asked to resign his position.

Article VI:

OFFICERS

Section 1: Officers: The Officers of AIA shall be the Chairman of the Board, Vice Chairman, Secretary and Treasurer.

Section 2: Election of the Chairman of the Board: The biennial election of the Chairman of the Board shall be by a majority vote of the Board of Directors and be an elected Director.

Section 3: Term of the Chairman of the Board: The term of office of the Chairman of the Board shall be two years and he/she shall serve no more one term in office but a member of the Board may be reelected to the office of Chairman of the Board after a minimum break in service as Chairman of one year. The term of the Chairman of the Board ends immediately prior to the AIA Spring Board of Directors meeting. The Chairman-elect's term begins immediately as he or she calls the AIA Spring Board of Directors meeting to order.

Section 4: Power and Duties of the Chairman of the Board:

• The Chairman of the Board shall serve as Chairman of the Board of Directors and shall preside at all general membership meetings of AIA, and at all meetings of the Board of Directors. The Chairman of the Board shall have the right to vote at meetings of the Board of Directors as a member.
• The Chairman of the Board shall be a member ex-officio of all Committees of AIA, except the Nominating Committee, with the right to vote in the case of a tie vote of the members of the Committee.
• The Chairman of the Board shall see that all orders and resolutions of the Board of Directors are carried into effect.
• The Chairman of the Board shall perform such other duties as are defined in these bylaws and as may be assigned to him from time to time by the Board of Directors.

Section 5: Resignation of the Chairman of the Board: The Chairman of the Board may resign at any time by giving written notice thereof to the Board of Directors, and such resignation shall take effect upon acceptance of the Board of Directors.

Section 6: Vacancy in the Office of the Chairman of the Board: In the event of a vacancy in the office of the Chairman of the Board by reason of death, resignation, disqualification, removal or other cause, there shall be an election of a new Chairman of the Board from within the Board of Directors by the Board of Directors to serve for the balance of the unexpired term. The election of a new Chairman of the Board shall occur at the Board meeting next following the occurrence of a vacancy and shall be by majority vote of the Board of Directors present at such meeting.

Section 7: Nomination and Election of Officers Other Than the Chairman of the Board: The Chairman of the Board shall appoint from within the Board of Directors a Vice-Chairman, a Secretary and a Treasurer. The appointment shall be made at the last regular Board of Directors meeting of the board service year, and the Officers-elect begin their terms at the AIA Spring Board of Directors meeting, the first board meeting of the new board service year. All such Officers shall be appointed for a term of two years or until their successors have been appointed and installed.

Section 8: Removal or Resignation of Officers Other Than the Chairman of the Board: Any officer may resign at any time by giving written notice thereof to the Chairman of the Board, and such resignation shall take effect upon acceptance. Any Officer may be removed from office with or without cause at any time upon a vote of two-thirds of the Board of Directors.

Section 9: Vacancies: Any vacancy occurring in any office shall be filled by another Director appointed by the Chairman of the Board to serve for the balance of the unexpired term.

Section 10: Powers and Duties of the Vice-Chairman:

• The Vice-Chairman shall, in the absence of the Chairman of the Board, preside at all meetings and assume the powers and duties of the office of the Chairman of the Board.
• The Vice Chairman shall perform such other duties as are defined in these bylaws and as may be assigned to him from time to time by the Board of Directors.
• The Vice-Chairman shall assume the office of the Chairman of the Board upon there being a vacancy in such office until the election of a new Chairman of the Board by the Board of Directors.

Section 11: Power and Duties of the Secretary:

• The Secretary shall attend all general membership meetings and all meetings of the Board of Directors, and shall record, or cause to be recorded, all minutes of the proceedings of such meetings. The Secretary shall perform like duties for the Committees when required.
• The Secretary shall keep or cause to be kept a current register of the address of each Member of AIA as well as any other information which may be required by law.
• The secretary shall give, or cause to be given, notice of all meetings of the Members of AIA as well as any other information which may be required.
• The Secretary shall notify all board members, not less than thirty days prior to the scheduled board meeting date. The Secretary shall also coordinate the initial agenda for distribution to the Board of the directors upon notification of the forthcoming Board meeting and shall prepare and distribute the final agenda to all Board members ten days prior to the meeting date.
• The Secretary shall perform such other duties as are defined in these bylaws and as may be assigned to him/her from time to time by the Board of Directors.

Section 12: Powers and Duties of the Treasurer:

• The Treasurer shall render to the Chairman of the Board and the Board of Directors at such regular meetings of the Board or whenever they may require it, an account of revenues, expenditures and budget of AIA.
• The Treasurer shall perform such other duties as are defined in these bylaws and as may be assigned to him from time to time by the Board of Directors.

Article VII:

NOMINATION AND ELECTION PROCEDURE

Section 1: Nomination Committee: At the first Board of Directors meeting of the board service year, the Chairman of the Board shall propose 4 Board members, who are not up for re-election to the Board of Directors.

The Board of Directors shall select the members of the Committee and its Chairman from the Chairman of the Board's recommended candidates. The Nominating Committee shall be responsible for the selection of candidates for the Board of Directors. The committee shall consist of the Chairman of the committee and 3 Board members.

Section 2: Ineligibility of Members: All members of the Nominating Committee, upon agreeing to serve on the Committee, are disqualified from being eligible for nomination by the Nominating Committee, the Board of Directors, or by petition as provided in Section 3 of this Article VII, to run for the office of member of the Board.

Section 3: Nominating Procedures: the Nominating Committee shall convene as often as is necessary to select candidates for the Board of Directors. The Board of Directors may accept or change the slate or slates to arrive at the final slate of nominees.

Additional nominations for the Board of Directors shall be included on the final slate of nominees when proposed by not less than twenty percent (20%) of the Active Members in good standing. Such nominations must be presented, in writing, to the Secretary of AIA prior to the annual election.

Additional nominations so presented shall bear the signatures of the nominators and shall be designated as "other nominations". The names shall be placed on the ballot and identified as "Other Nominations".

Article VIII:

COMMITTEES

Section 1: Formation: The Chairman of the Board of AIA shall recommend to the Board of Directors the formation of such committees and the appointment of committee chairmen for such committees as he may from time to time deem advisable. Such committees shall be in addition to the Executive Committee and the Nominating Committee established by these bylaws. The Board of Directors shall consider the recommendations of the Chairman of the Board and accept, modify, or reject the recommendation. The Chairman of the Board shall have the authority to recommend the termination of a committee, other than the Nominating Committee, or the replacement of a committee Chairman. The Board of Directors shall either accept or reject the Chairman of the Board's recommendations.

Section 2: Selection and Term of Chairman: The Chairman of the Board shall present to the Board of Directors his recommended appointees to chair the various existing committees, except the Executive Committee and the Nominating Committee, within thirty (30) days of his installation as Chairman of the Board. The Board of Directors shall vote upon the recommendations at its next regularly scheduled meeting but in no case less than ten (10) days after the recommended appointees have been presented to them.

The term of the Chairman shall be for two years or until his successor is selected and installed but in no case shall the term of the Chairman extend beyond the term of the Chairman of the Board who appointed him to office. A Chairman may be removed from office with or without cause at any time upon a majority vote of the Board of Directors. Chairmen of the various committees need not be members of the Board except as specified by these bylaws.

Section 3: Committee Members: The chairmen of the respective committees, except the Executive Committee and the Nominating Committee, shall select and appoint the members of the committees they chair. Any member of AIA in good standing may request to serve on any committee except the Executive Committee and the Nominating Committee. Any request by a Member to serve on a committee, which is denied by the Chairman of the committee, shall be referred to the Board of Directors, which shall determine whether the Member shall serve on the committee. Every committee is to consist of at least one Board member.

The term of the members of the various committees shall be for two years or until their successors are selected and installed but in no case shall the term of the member extend beyond the term of the Chairman who appointed them. Except for the members of the Executive Committee and the Nominating Committee, members of the various committees may be removed from office with or without cause at any time by the Chairman of the committee.

Article IX:

ORDER OF BUSINESS

The order of business for all AIA meetings, unless otherwise determined by the Board, shall be at the discretion of the Chairman of the meeting. Agendas for all meetings must include an approval of the previous meeting's minutes, unfinished business, additional business, and adjournment. In the case of a meeting of the Board of Directors, the agenda shall also provide for a call of the roll of Directors.

Article X:

AMENDMENTS

Section 1: The Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new bylaws upon an affirmative vote of three-quarters of the Board of AIA, without regard for vacancies, except that the Board shall not alter, amend, or repeal the bylaws in a fashion which would violate law.

Section 2: The Membership shall have the power to amend, repeal or adopt new bylaws upon the affirmative majority vote of all Active Members in good standing.