June 20, 2022 | 4:00 PM | MGM Grand Hotel, Las Vegas Nevada
In accordance with the NIADA Bylaws and Policies adopted by the NIADA Board, NIADA will hold its Annual General Membership (AGM) Meeting on June 20, 2022 beginning at 4:00 PM, at the MGM Grand Hotel in Las Vegas, Nevada. The AGM is being held in conjunction with the NIADA Convention & Expo.
Order of Meeting:
Call to Order – Joe McCloskey, NIADA President
- Pledge of Allegiance
- Invocation
- Antitrust Statement
- Approval of Previous Meeting Minutes (APPENDIX 1)
- President’s Report
Amendments of the Bylaws – Scott Allen, CMD, Bylaws Committee Chair
Audit Report (will be circulated prior to the meeting) – Michael Darrow, CMD, Treasurer
CEO’s Report – Bob Voltmann, CAE, CEO
Election of the Board – Lou Tedeschi, CMD, NIADA Chairman
- Nomination Motion (APPENDIX 2)
- Election
- Installation of the New Board
New President’s Report – Scott Allen, CMD, NIADA President
Old Business
New Business (no new business items were submitted to the CEO within the required time frame to be considered)
Adjournment
Each Regular Member and Lifetime Member in attendance shall be entitled to one (1) vote on each matter submitted to a vote of the NIADA membership. Each Affiliate Member in attendance shall be entitled to one (1) vote per every fifty (50) members in good standing with NIADA. There shall be no voting by proxy.
APPENDIX 1: MINUTES OF THE PREVIOUS ANNUAL GENERAL MEMBERSHIP MEETING
National Independent Automobile Dealers Association
2021 ANNUAL GENERAL MEMBERSHIP MEETING
August 23, 2021
San Antonio, Texas
MINUTES
The meeting was called to order by NIADA President Lou Tedeschi, CMD at 4:07 pm.
Those members present for all or part of the meeting are listed in Appendix I.
Mr. Tedeschi read the NIADA Antitrust Statement. A motion was made, seconded and approved to adopt the minutes of the 2020 Annual General Membership Meeting as submitted.
Summary of Actions Taken
- Audit report received
- Board elected and installed
- Board to act to improve member engagement and increase transparency
Summary of Discussion
Financial Report: NIADA Treasurer Michael Darrow, CMD reported on the Association’s annual audit and financial condition, stating that the Association received a clean, unqualified audit. Mr. Darrow reported that the Association had 2020 consolidated income of $5,931,076 and consolidated expenses of $4,026,245 with total net assets of $4,863,234. Mr. Darrow reported that the Association sold its building with the net proceeds held by the NIADA Foundation Board in a Board restricted account. The Association received PPP loans in the amount of $235,200.
President’s Report: Mr. Tedeschi provided an update on hiring Bob Voltmann, CAE as the Association’s new CEO, the Board’s commitment to continuing to make NIADA more transparent and increase member involvement, which led to the development of the NIADA strategic plan.
Search Committee Report: Henry Mullinax, CMD reported on the process used. Mr. Mullinax reported that the Board unanimously selected Bob Voltmann, CAE to be the Association’s new chief executive officer.
Nominations Report: On behalf of the Past Presidents, acting as the Nominating Committee, Mr. Mullinax moved that Scott Allen, CMD be elected President-Elect; Michael Darrow, CMD be elected Treasurer; James Santistevan, CMD be elected Secretary; Gordy Tormohlen be elected Senior Vice President; Dan Johnson be elected Region 1 Vice President; Darla Booher, CMD be elected Region 2 Vice President; Don Griffin be elected Region 3 Vice President; and Brenna Stansberry, CMD be elected Region 4 Vice President with Joe McCloskey automatically becoming President and Lou Tedeschi, CMD automatically becoming Chairman. There being no further nominations, the motion was seconded by Sandra Moss, CMD and approved by the members. The Board was sworn in by Mr. Mullinax.
Old Business: Mr. Voltmann provided an overview of the NIADA strategic plan as well as plans for the Convention.
New Business: There was discussion from the floor about positive steps being taken by NIADA, but reiterating the need to continue to push for more transparency and more member involvement in the Association. Mr. McCloskey pledged that the Board would act on these requests.
Adjournment
There being no further business before the membership, the Annual General Membership Meeting was adjourned at 5:43 pm.
APPENDIX 2: NOMINATION MOTION
The Past Presidents, acting as the Nominating Committee, make the following final report to the membership. The NIADA Board’s Leadership Develop Committee received 12 applications for the NIADA Board. Of these applications, one withdrew their nomination, a couple were found not to be the dealer principal, which is a requirement for NIADA Board service. Of the remaining, 4 met the requirements of both having served on their state board and a national committee. Background and financial checks were run on these members.
2022 is a unique year because of the proposed amendments to the Bylaws, which if enacted, will create two new At-Large seats on the NIADA Board, will establish term limits, and allow the Board to recommend exceptions to the term limits when in the best interest of the Association. To comply with the notice requirement for the Annual General Membership Meeting, the Past Presidents make this preliminary motion based on enactment of the proposed amended Bylaws, which include the two At-Large members. In addition, the Board finds it is in the best interest of the Association to temporarily amended the term limit provision so that Gordon Tormohlen may be elected President-Elect. If the Bylaws are not amended to create the new At-Large seats, the Past Presidents will offer a substitute motion.
2022 – 2023 NIADA Board of Directors Nominees:
President-Elect Gordon Tormohlen
Treasurer Don Griffin
Secretary Brenna Stansberry, CMD
Senior Vice President Michael Darrow, CMD
Region 1 VP Dan Johnson
Region 2 VP Darla Booher, CMD
Region 3 VP Greg Zack
Region 4 VP Jared Halsted
At-Large Bentley Nolan
At-Large Chris Maher
Under both the current Bylaws and those proposed, Scott Allen, CMD who is the current President-Elect will automatically become President and Joe McCloskey who is the current President will automatically become Chairman of the NIADA Board.
Respectfully submitted,
Lou Tedeschi, CMD
NIADA Chairman of the Board
