Twin Cities Model A Ford Club
BYLAWS
12/30/2008
ARTICLE I NAME
1.1
The name of this organization shall be Twin Cities Model A Ford Club and its principle office shall be in the metropolitan area comprising Minneapolis and St. Paul, MN and their suburbs.
ARTICLE II PURPOSE
2.1
The purpose of this Club shall be:
A. To serve as a medium of exchange of ideas, information, and parts for admirers of the Model A Ford car and to aid them in their efforts to restore and preserve the car in its original likeness, and
B. To Unite in a central organizational all persons interested in restoring and preserving the Model A Ford in a manner to attract prestige and respect within the community, to help these persons to become better acquainted, and to encourage and maintain among them a spirit of good-fellowship, sociability and fair play through sponsored activities including the use of the Model A Ford and family participation.
2.2
This Club shall be non-commercial, non-sectarian, and non-partisan.
ARTICLE III MEMBERS
3.1
Members must be of good character and must display a sincere interest in the purpose of the Club. Membership is recommended in a national club such as the Model A Ford Club of America or the Model A Restorers Club. Members should desire to take an active part in Club activities. The actual possession of a Model A Ford shall not be a prerequisite to membership.
3.2
Application for membership shall be made in the manner specified by the Board of Directors and shall be accompanied by payment of current dues and initiation fee if any. The Board of Directors shall accept or reject each application for membership, returning any rejected applicant all dues and fees tendered by the applicant, but the Board of Directors shall not discriminate among applicants on the baseis of race, creed, color, or national origin.
3.3
The Board of Directors may determine from time to time the amount of initiation fees, if any, and annual dues payable to the Club by members. Dues shall be payable in advance of January 1 each year. if a person becomes a member of the Club after September 1 of any calendar year, the annual dues accompanying the application for membership shall constitute payment of annual dues for the ensuing calendar year.
3.5
An annual meeting of past presidents will be held in November of each year for the possible selection of lifetime membership(s). Seven past presidents who are current members are a quorum. The current President will automatically become the chairperson of this committee and will schedule the time and place of the meeting.
ARTICLE IV MEETING OF MEMBERS
4.1
The annual meeting of members shall be held during the last quarter of each year (except under unusual circumstances which may be discussed and approved by the board), the exact time and place therof to be determined by the Board of Directors and communicated to the membership by mail or e-mail (if so desired) not less than 15 days in advance. The purpose of the annual membership meeting shall be to announce the election of officers of the Board of Directors and the transaction of such other business as may come before the meeting.
4.2
Special meetings of the membership for the transaction of business may be called either by the president of the Board of Directors, or not less than one-tenth of the members. The time and place of any such meeting shall be communicated to the membership by mail or e-mail (if so desired) no less than 15 days in advance. Furthermore, business may be transacted at any social meeting of the members of which not less than 15 days notic has been given.
4.3
At the annual meeting or any special meeting of the members, one-tenth of the mebership or 15 members, whichever is greater, shall constitue a quorum. In the absence of a quorum, no business may be transacted and the meeting shall be adjourned.
ARTICLE V BOARD OF DIRECTORS
5.1
The Board of Directors shall be the president, past president, vice-president, secretary, treasurer, junior board member, and senior board member. A new junior board member shall be elected each year. The junior board member shall advance to senior board member the following year. Each board member is required to be a member of both national clubs, MARC and MAFCA, for as long as those clubs mandate the policy.
5.2
The manner of the election of officers will be by mail vote. All members (two votes per membership family) in good standing, as listed in the roster, will be given proper notice and the opportunity to vote. The ballots will be provided to the members after the Nomination Banquet and no less than 30 days prior to the Election Banquet. The junior board member is the election judge with the assistance of an active past president that has been approved by the Board of Directors.
5.3
The Board of Directors shall manage all the affairs of the Club, subject to any resolutions passed at any meeting of the members. The Board of Directors shall meet monthly and each officer on the Board of Directors and the general membership shall be given not less than five days notice of ay meeting. Four officers of the Board of Directors shall constitute a quorum. Decisions of the Board of Directors shall be made by majority vote of those officers present and voting. The presiding officer typically does not vote. However, in the event of a tie, the presiding officer may abstain or cast a vote to break a tie or create a tie (which would defeat a motion). Any member of the TCMAFC in good standing may attend these meetings but will not have a vote. In addition to its general powers, the Board of Directors shall be empowered to:
A. Establish subcommittees from among the members, and to delegate to such subcommittees such authority as the Board of Directors may be deem desirable to assist in the furtherance of the purpose of the Club, and
B. To authorize and control the expenditure of the Club funds.
5.4
The President shall be the prinicpal executive officer of the Club, and shall in general supervise and control all of the business and affairs of the Club, subject to the decisions of the Board of Directors and any resolutions passed at any meeting of the members. The Board of Directors shall appoint replacements to fill vacancies on the Board and such replacement officers shall serve until the next annual meeting. The President shall appoint members to such sub-committees as may be established by the Board of Directors. The President shall preside at all meetings of the members and the Board of Directors and shall perform all duties delegated to him by the Board of Directors as well as all duties incident to the office of President. No individual shall serve as President for more than Two consecutive years, but the year in which these bylaws are adopted shall not be considered in aplying this limitation.
5.5
In the absence of the President, the Vice President shall perform the duties of the President. If the office of President becomes vacant, the Vice president shall become President.
5.6
The Secretary shall keep minutes of membership meetings, Board of Directors meetings, and see that all notices are duly given in accordance with the bylaws.
5.7
The Treasurer will have charge and custody and be responsible for all funds of the Club. A monthly report is to be presented to the Board of Directors and general membership persons present and the Board of Directors meeting. Arrangements are to be made for the president and Secretary to have band account review access at any time.
ARTICLE VI THE A'OOGAH NEWSLETTER
6.1
The editor shall be responsible for the preparation, printing and distribution of the Club Paper entitled the A'oogah Newsletter. The Club shall provide the funds to the extent authorized by the Board of Directors. The Board of Directors appoints the editor.
6.2
The members and chairperson of Meets, Tours, Banquets and any other Club functions shall be responsible for getting information to the editor before publication deadline, before and after each event.
6.3
All pictures for the A'oogah Newsletter from the events to be published in the newsletter are the responsibility of the Club photographer and also mush reach the editor before publication deadline.
6.4
Individual membership advertising in this publication shall be at no cost for the purpose of obtaining, buying, selling or trading Model A vehicles or parts neede for Model A Ford Restoration.
6.5
All business advertising in this publication shall be paid for at rates set and published by the Board of Directors and all proceeds for paid advertising shall be turned over to the Treasurer.
6.6
The editor shall have the right to exchange publiscations with other clubs and capters and be allowed to publish newsworthy items, ads, etc., from these publications.
ARTICLE VII AMENDMENTS TO BYLAWS
7.1
Proposed amendments or additions to these bylaws may be initiated by the Board of Directors or by a petition signed by at least ten percent of the membership. These proposed amendments or additions will them be included on a ballot and accepted by a two-thirds majority vote of the members voting. The voting procedure will be by mail vote. All members (two votes per membership family) in good standing, as listed in the roster, will be given proper notice and the opportunity to vote. The ballots will be provided to the members and they will have 30 days after the mailing date to return their vote to be tallied. The junior board member is the ballot judge with the assistance of an active past president that has been approved by the Board of Directors.
ARTICLE VIII FINANCIAL CONSIDERATION
8.1
The Club (Corporation) shall have no capitol stock. The members or any of the board of directors of this club shall not be personally liable for the obligations of the club. The duration of the corporation shall be perpetual. The club does not and will not affor monetary gain, incidentally or otherwise, to its members.
ARTICLE IX ASSETS OF THE CLUB
9.1
No part of the property of the income of the club or any other monetary gain or profit shall become beneficial to any member of the club except that reasonable compensation may be paid for services rendered to or for the club.
In the event of dissolution of the club, all of its assets shall be distributed as follows:
A. The dissolution shall be donducted under Court supervision if required under the Statutes of the State of Minnesota or deemed desirable by the corporation in such a manner as in the judgement of the Court will accomplish the general purposes for which the dissolved club was organized.
B. If the dissolution under Court suppervision is not required or deemed desirable, the assets of the club shall be distributed to or for the benefit of such one or more clubs, associations, or institutions as selected by the members of the club, which are organized and operated for substantially the same purposes as this club and which are organized and operated exclusively pursuant to such provisions for tax-exemption of the Internal Revenue Code and the Statues of the State of Minnesota which are applicable to this club and under which this corporation may be operating at the time of dissolution, if any. If dissolution is not affected as aforesaid, then the dissolution shall be made to one or more organizations related to the furtherance of the Model A Ford Car.
In the event of dissolution, none of the assets shall be transferred to or in any respect what so ever benefit any member of the club. The club shall not lend any of its monetary assets to any member or non-member of the club nor guarantee to any person the payment of a loan.
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