BYLAWS OF THE SILICON VALLEY MODEL A RESTORERS CLUB STARTED: SEPTEMBER 1, 2008
ARTICLE I: NAME
The name of this organization shall be the Silicon Valley Model A Restorers Club, Inc. in Santa Clara County, California.
ARTICLE II: PURPOSE
Section 1. To serve as an exchange of ideas, information and parts for all interested in the restoration of Model A Ford vehicles.This club will provide information to assist in any restoration process.
Section 2. To unite in a central association all owners of Model A Fords who are interested in restoring and maintaining the automobile. It shall further be the purpose of this club to help owners become better acquainted with each other by encouraging and maintaining among members the spirit of good fellowship, sociality, and family-related activities which often involve the use of the Ford Model A.
Section 3. This association shall be non-commercial, non-sectarian, and non-partisan.
ARTICLE III: MEMBERSHIP
Section 1. Membership in the Model A Restorers Club is necessary to become a member of Silicon Valley Model A Restorers Club.
Section 2. Payment of dues and application are necessary to approve membership.
Section 3. Payment of dues to include individuals, partners, or couples over 21; and those living in the same household under 21.Individuals under the age of 21 may not hold an elected office.
Section 4. Voting rights are limited to two individual members paying dues over 21.
Section 5. Community and business organizations may become members of this organization by paying dues for both organizations. Club mailings will be sent with one copy to the mailing address in the membership roster.
Section 6. Majority of officers must approve applications for membership.
Section 7. Club dues are established by board of officer review and membership approval of 2/3rds present at the December membership meeting.
Section 8. Dues will be pro-rated dependant on the month of acceptance into the club.
Section 9. Membership is not transferable or assignable
Section 10. Acquiring a Ford Model A will not be mandatory for acceptance into the club. Owning a Ford Model A is not a requirement.
ARTICLE IV: Resignation/Revocation of Membership
Section 1. RESIGNATION; Membership resignation will be by the non-payment of dues or written request accepted by electronic copy, delivered, or US mail to the President or the Secretary of the club.
Section 2. REVOCATION; Notice given by a member in writing to the President or Secretary, Non-payment of dues after 60 days from due date (notice to be sent to member prior to termination), or determination by the board of officers that a member has engaged in conduct materially and potentially harmful to the safety and/or well-being of other members or to the purpose of this organization.
Section 3. TERMINATION BY BOARD OF OFFICERS; Notice sent electronic, US mail, to the member stating reasons for termination, notice will be given 30 days before the effective date of expulsion. The member will have an opportunity to be heard orally or in writing at a hearing before the board of officers which will be held prior to the expulsion date. In closed session the board of officers to decide the final outcome to expel or not to expel. The decision of the board will be final, all officers must vote, majority rule. Expelled members will receive a pro-rated refund of dues paid for the current year.
ARTICLE V: Membership Meetings
Section 1. MONTHLY MEETINGS, General/Board Meetings are normally held once each month to conduct business that may come before the membership. The exact date, time and location of these general/board meetings are determined by the Board of Officers and timely notice of changes will be conveyed to membership.
Section 2. SPECIAL MEETINGS, Special meetings of the members may be called either by the President, The officers of the Board, or not less than one-fourth of the members having voting rights. A quorum for transacting business at Special Meetings will be 25% of the total number of qualified members.
Section 3. NOTICE OF SPECIAL MEETINGS, Notice of a special meeting shall be provided to the membership.The notice to include the reason, place, day and hour of the meeting and if time permits, to be announced at a General Meeting and published in the newsletter.Notice may be delivered by US mail, personally, or electronic means to membership, not less than five nor more than forty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.Notice shall be deemed as delivered when deposited in the US mail, addressed to the member at his address as it appears on the records of the club.
ARTICLE VI, BOARD OF OFFICERS
Section 1. GENERAL POWERS, The affairs of this organization shall be managed by the Board of Officers (9).Membership will be notified at General Meetings of all affairs of the organization since the prior General Meeting.
Section 2. OFFICERS OF THE BOARD, The Officers shall be President, Vice-President, Secretary, Treasurer, Membership, Activity, and (2) Directors.
Section 3. OFFICE OF THE PRESIDENT, The President shall be the principal executive officer of the club and shall supervise and control all of the business and affairs of the organization. The President shall preside at all meetings of the members and of the Officers of the Board.The President may sign, with the Secretary or any other proper office of the organization authorized by the members, any deeds, mortgages, bonds, contracts, or other instruments which the Officers of the Board and members have authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Officers of the Board.
Section 4. OFFICE OF THE VICE PRESIDENT, In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have the powers of and be subject to all the restrictions upon the President. The Vice President will be responsible for entertainment at the General Meetings and will provide to National (MARC) information relating to the Chapter activities for National publicity.The Vice President shall perform such other duties as from time to time may be assigned by the President or the Officers of the Board.
Section 5. OFFICE OF THE SECRETARY, the Secretary shall keep minutes of the General meetings and of the Board of Officers meetings (term starting at the December board meeting) in one or more books provided for that purpose.The Secretary shall review and adjust the club inventory on an annual basis with a copy to be kept in the current club records. The Secretary shall be the custodian in the current club records of the official copy of the bylaws and book of rules, and all records related to amendments thereto.The Secretary shall perform all duties incident to the office of Secretary and other duties as from time to time may be assigned by the President or the Board of Officers.
Section 6. OFFICE OF THE TREASURER, The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for monies due and payable to the club from any source whatsoever, and deposit all such monies in the name of the organization in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article XII of these Bylaws and pay all debts incurred by the club in conducting business.The Treasurer is the custodian of all records related to financial matters, tax returns, etc.The Treasurer shall provide a monthly report to the Board of Officers and membership of income and expenses for the month, and records to be available for audit or review by any member at any time.The Treasurer shall perform other duties as from time to time may be assigned by the President or the Officers of the Board.A review of the Treasurerís records may be completed within 60 days of the transfer of office by the Directorís or an appointed committee.
Section 8. OFFICE OF MEMBERSHIP, The Membership Officer shall handle all applications of prospective members and present them to the Office of the Board for approval.The Membership Officer shall maintain and update the organizational roster which includes contact information for Elected Officers, Committee Chairs, and Members. The roster will be available to each member at least once a year or may be printed by electronic media for those with computer access.The Membership Officer shall perform such other duties as from time to time may be assigned by the President or the Officers of the Board.
Section 9. OFFICE OF ACTIVITIES, The duty of the Activities Officer to plan, organize and coordinate all social activities as well as tours and meets of this organization. In addition, the Activities Officer shall maintain and update a Calendar which includes not only the dates of social activities, seminars, meets, tours, etc., of this organization but also the dates of similar events of MARC and other automobile organizations which might be of interest to the membership.The Calendar should be distributed to the membership on a monthly basis and published in the monthly newsletter Silicon Valley Model A Times.The Activities Officer shall perform such other duties as from time to time may be assigned by the President or the Officers of the Board.
Section 10. VACANCIES, A vacancy in any office due to death, resignation, removal, or otherwise, shall be filled for the unexpired portion of the term of office by appointment of the President and approval of the Board.
Section 11. REMOVAL, Any officer may be removed by the membership whenever in the judgment of two-thirds of the members of this organization vote for removal of the individual to be in the best interest of the organization.
ARTICLE VII, ELECTION OF OFFICERS
Section 1. QUALIFICATIONS, Any member, except those persons under the age of 21, can be nominated for elected office.
Section 2. TERM OF OFFICE, The Term of Office for each Officer elected to an Office shall be one year.
Section 3. ELECTION OF OFFICERS, The membership and the board shall act as the nominating committee.Nominations for the following year shall be opened at the August board meeting.Nominations will be accepted and the President to confirm that the individual accepts the nomination.Nominations shall be open until the conclusion of the October General Meeting.Ballots shall have at least one qualified nominee for each elected office which shall be available to each member of the general membership meeting.Marked ballots to be presented for tabulation no later than one-half hour; following the opening of the November General Meeting.The President shall announce the closing of acceptance of ballots. Newly elected officers shall meet during November to establish a budget for the succeeding year; the budget shall be adopted during new business at the December board meeting.Newly elected officers shall be installed during the month of December and shall assume their respective offices at the first order of new business during the December Officers Board Meeting.
ARTICLE VIII, BOARD MEETINGS
Section 1. QUORUM, A quorum for transacting business is a majority of the Elected Officers present at a board meeting. If a quorum is present at a board meeting, the act of a majority of the Elected Officers present at the Board Meeting shall be an act of the Board.
Section 2. BOARD MEETINGS, A board meeting will normally be held once each month at a designated time and place.The board may change the time and place of Board Meetings and shall provide advanced notice of any such changes to the membership by publication in the Silicon Valley Model A Times, or e-mail, or other appropriate means.In the event of an emergency, the Board can change the time and place of Board meetings as necessary.
Section 3. SPECIAL MEETINGS, Special meetings of the board may be called by the President or any two Officers.The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the Officers of the Board called by them.
Section 4. NOTICE, Notice of a special meeting of the Officers of the Board shall be given at least two day prior to the date of the meeting by a written notice delivered personally or sent by US mail, or by e-mail to each Officer at his/her address as shown by the records of the Club.
ARTICLE IX, COMMITTEES
Section 1. SPECIAL COMMITTEES, any number of special or standing committees may be constituted.Members are encouraged to participate on one or more committees, and to make their interests known to the officers and/or committee chair persons.
Section 2. COMMITTEE CHAIR PERSON, At the beginning of each new term, or when the committee is constituted, the President and membership shall appoint a Chair Person for each committee.The Committee Chair may discuss committee membership with the President and membership at the beginning of each new term, and during the year, so as to provide broad involvement and expertise of the membership as it might relate to the purpose of the Committee.
Section 3. COMMITTEE APPOINTMENTS, The Chair person shall appoint as many members as necessary to accomplish the purpose and goals of the committee.The Chair person shall keep the board advised concerning any changes in committee membership.
Section 4. TERM OF OFFICE, The term of office for each member of a committee shall be one year, or until such member is re-appointed.A Committee member may resign by providing notice to the Committee Chair Person.
Section 5. PAPERS AND DOCUMENTS, Each Committee should be provided with papers and documents which relate to the purpose and task of the committee. Care should be taken to preserve the papers and documents referred to it for use by a subsequent committee.Papers and documents which are important for the permanent records of SVMARC are to be forwarded to the Secretary or Treasurer for the Board.
ARTICLE X, INSURANCE
Section1. MEMBER AUTOMOBILE INSURANCE, Each member, at his/her own expense, shall have appropriate automobile insurance on any vehicle driven to, or on, club functions with liability provisions that meet, or exceed, the minimum limits of the state in which the vehicle is registered.
Section 2. LIABILITY AND DIRECTOR/OFFICER INSURANCE, This Corporation, either through MARC or separately, may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or Agent, of the Corporation, against liability asserted against, and incurred by, such persons in any such capacity, or arising out of their status as such, whether or not the Corporation would have the express power to indemnify such persons against such liability under provisions of the Non-Profit Corporation Law of the State of California.
ARTICLE XI, INDEMNIFICATION OF OFFICERS
Each Officer now or hereafter serving as such, shall be indemnified by the Corporation against any and all claims and liabilities to which he/she has of shall become subject by reason of serving or having served as such officer, or by reason of any action alleged to have been taken, omitted, or neglected by him/her as such Officer of the Corporation shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his/her own willful misconduct or gross negligence.Indemnification by the Corporation shall be in accordance with the law and procedures as set forth in Sections 7237 and 7238 of the Non-Profit Corporation Law of the State of California.
ARTICLE XII, ASSORTED MATTERS
Section 1. PARLIAMENTARY POLICIES, rules of Order, Policies, and Procedures contained in the most current edition of Robertís Rules of Order to be used by this organization.
Section 2. CONTRACTS, the board of officers must approve by majority, and authorize all contracts entered into by any agent in the name of this organization.
Section 3. CHECKS, Dual signatures are required on any check or draft over $50.00. No officer may sign a check payable to themselves.
Section 4. DEPOSITS, All funds of the club shall be deposited from time to time to the credit of the Club in such banks, trust companies, or other depositories as the Treasurer with the consent of the board, may select.
Section 5. GIFTS, The Officers of the Board may accept on behalf of the club any contribution, gift bequest of devise for General purposes or any special purpose of the club.
Section 6. FISCAL YEAR, The fiscal year shall begin on the first day of September and end on the last day of August in each year.
Section 7. DISSOLUTION, In the event of dissolution of this organization, the remaining assets of the organization shall be distributed by recommendation of the membership and the board to another non-profit organization which has a purpose consistent with the purpose of this organization.
ARTICLE XIII, STANDING BOOK OF RULES
The club may supplement these Bylaws by the creation and maintenance of a Book of Rules. These rules may be altered, amended or repealed and new rules may be adopted by a simple majority of the members present at any General Meeting or at any Special Meeting, provided that at least five days written notice is given of intention to alter, amend, repeal, or adopt a new Book of Rules at such meeting.Such Rules shall not be in conflict with any portion of these Bylaws.
ARTICLE XIV, DOCUMENTS AND RECORDS
All books and records of the club may be inspected by any member for any purpose at any reasonable time.
ARTICLE XV, AMENDMENTS TO BYLAWAYS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds majority of the members present at any General Meeting, provided that at least 30 days written notice is given of intention to alter, amend, or repeal or to adopt new Bylaws at such meeting.
Silicon Valley Model A Restorers Club Inc. 2008-2015