Script A Model A Club
ARTICLE I. NAME AND PURPOSE
Section 1 - Name. The name of the club, which is a non-profit membership organization, shall be "Script "A" Region of the Model "A" Restorers Club Inc."
Section 2 - Purpose. The general purpose shall be to encourage the members to acquire, preserve, restore, exhibit and make use of the Model "A" Ford vehicle, model years 1928 - 1931 and all things pertaining to the Model "A" Ford, including literature, technical and historical information and to promote the introduction of ideas and fellowship among its members.
ARTICLE II. PRINCIPAL OFFICE
Section 1 - Principal Office. The principal office of this Club shall be maintained in Bridgeport, Michigan.
ARTICLE III. EMBLEM AND SEAL
Section 1 - Corporate Seal. The corporation shall have a common seal consisting of the Ford radiator emblem with an overlay of an "A" in script.
Section 2 - Club Emblem. The emblem shall have the same design as the corporation seal.
ARTICLE IV. MEMBERSHIP
Section 1 - Members. Any person interested in the purposes of this club is eligible for membership. Active members must also be a member in good standing of the Model "A" Restorers Club Inc.
Section 2 - Classes of Membership.
A. Active. Any person interested in the purpose of the Club may become an active member. Application for active membership shall be signed by one active member and submitted to the Treasurer for approval.
B. Other Classes. Other classes of membership may be provided for by the Board of Directors according to the best interest of the Club.
C. Honorary. The board shall have the authority to appoint honorary local memberships for a period of one (1) year.
Section 3 - Dues.
A. Members shall pay annual dues each year. The amount of dues will be determined by the Board of Directors. Dues are charged for the calendar year.
B. Members elected to membership during November and December shall be entitled to membership during the ensuing year.
C. Such annual dues shall include member and spouse.
Section 4 - Privileges. Members are entitled to all Club privileges and shall have the right to vote and hold office. In order to vote, or participate in any National Contest or Meet, a person must have been a dues paying member of M.A.R.C. for at least 90 days prior to such election, Contest or Meet.
Section 5 - Resignations. Any member may resign by directing a letter of resignation to the Secretary. His resignation shall be effective on receipt provided all indebtedness to the Club is paid.
Section 6 - Suspension or Expulsion.
A. Annual dues shall be due December 1st for the upcoming year. Any member whose dues are not paid by December 1st will have his/her membership privileges suspended for non-payment of dues on January 1st. The first opportunity for the member to be reinstated will be at the first meeting in January.
B. Suspension or expulsion other than for nonpayment of dues shall be by a two-thirds (2/3) vote of the Board of Directors. A member must be given a hearing if he so requests.
C. In the event of death, resignation, suspension, expulsion or other termination of a member, all his rights and privileges as a member of the Club shall cease.
Section 7 - Insurance. All members must be insured individually. The Club is not responsible for acts of members or members' vehicles and action cannot be brought against the Club for any member's carless acts for any reason.
ARTICLE V. MEETINGS
Section 1 - Powers Reserved to the Members. The members shall elect by ballot, each year all directors of the Club, subject to the provisions of Article 6, Section 1.
Section 2 - Annual Meeting. The annual meeting of members shall be held in the month of November each year, at a place designated by the majority vote of the Board of Directors.
Section 3 - Special Meetings. Special meetings of the members may be called by the President, or by a majority of the Board of Directors, and shall be called by the Secretary upon written application of at least 25 members of the Club then entitled to vote. The application shall state the purpose of such meetings. Notice of a meeting held pursuant to such application must be sent to all members within the ten (10) days after receipt of application, and the meeting must be held within forty (40) days after receipt of application and at least ten (10) days’ notice must be given to all members of such meeting. The time and place shall be determined by the Board of Directors.
Section 4 - Notice of Meetings. A written or printed notice stating the place, day, hour and purpose of any meeting of the members, including special meetings, shall be given by the Secretary not less than three (3) or more than thirty (30) days before such meeting, to each member by mailing postpaid to the address appearing on the records of the Club.
ARTICLE VI. OFFICERS
Section 1 - Elected Officers.
A. The elected officers of the Club shall be a President, Vice-President, Treasurer, and Secretary and such other officers as the Board of Directors may determine.
B. Officers shall each serve one (1) year or until their successors are elected. The term of office shall be for a period of one (1) year. No officer shall serve in the same office for more than two consecutive one-year terms.
C. Directors shall each serve two (2) years or until their successors are elected with four directors being elected each year. No director shall service for more than two (2) consecutive two-year terms.
D. All Elected officers must be members of the national Model "A" Restorers Club, Inc.
Section 2 - Nomination and Election of Directors. A nominating committee of five (5) active members, appointed by the Board of Directors shall make the nomination of the directors. The nominating committee acting as tellers shall announce the results of the election at the Annual Meeting.
Section 3 - Election of Officers. Officers of the corporation shall be elected annually by the Board of Directors at the regular Annual Meeting for the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled, or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified.
Section 4 - Appointive Officers. The appointive officers of the Club shall be any other officers the Board of Directors deem necessary for the operation of the Club.
ARTICLE VII. DUTIES OF ELECTED OFFICERS
Section 1 - Duties of President and Vice-President. The President shall preside at all meetings of the Board of Directors and shall perform the duties usually appertaining to the office. He may call special meetings of members under the provisions of Article V, Section 3 and shall call regular and special meetings of the Board of Directors under provision of Article VIII, Section 3. In the absence of the President or in the case of his death, resignation, or inability to act; the duties usually appertaining to that office shall be performed by the Vice-President.
Section 2 - Duties of Secretary. The Secretary shall attend all meetings of the members and the Board of Directors and shall record all minutes and votes in a book kept for this purpose. Upon request, the Secretary shall attend meetings of the committees. He shall give all notices of meetings of the members and the Board of Directors and shall perform all duties incident to his office. He shall have custody of the corporate minute book of the Club. In the absence of the Secretary from any meetings of the members or Board of Directors, a Secretary pro-tempore shall be chosen by the Presiding Officer, who shall be sworn, and his oath recorded.
Section 3 - Duties of the Treasurer.
A. The Treasurer shall generally countersign, in the name of the Club, all contracts, checks, drafts, notes, or other orders for payment of money. He shall give bond, at Club expense. The Treasurer shall give a report on the financial status of the Club at the Annual Meeting, and if so requested, at any other meeting of the members or Board of Directors. No obligation, debt or other liability shall be incurred by the Treasurer, without the specific prior approval of the Board of Directors. He shall execute and deliver on behalf of the Club all such instruments under its corporate seal as may be ordered by the Board of Directors.
B. When a new Treasurer is elected, the corporation books are to be transferred to the Treasurer within a thirty (30) day period.
C. The Club funds are not to be employed for personal benefits.
D. An audit committee must be appointed by the newly elected President at the next Board meeting to review the Corporation's books. The said committee shall be the present and past Presidents, the present and past Treasurers, and two (2) members at large appointed by the new President. The past Treasurer shall serve as chairperson.
Section 4 - If an officer is not performing the elected duties, the Board of Directors may appoint a board member to fill this office until the next regular election.
ARTICLE VIII. BOARD OF DIRECTORS
Section 1 - The Board of Directors shall consist of nine (9) members, the elected Officers and Directors of the Club and the immediate past President of the Club.
Section 2 - Power of the Board of Directors
A. The Board of Directors shall have and exercise all the power of the Club except those required by law or by the Constitution and By-laws to be exercised by the members.
B. The Board of Directors may appoint such other officers, committees, agent or employees as it deems necessary and shall fill all temporary or permanent vacancies that may occur during the year in any Club office.
Section 3 - Time and Place of Meetings
A. The Annual Meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the Annual Meeting of members, for the purpose of election of officers, organization, appointment of committees, and the transaction of such other business as may come before the meetings.
B. The Board of Directors shall also hold regular meetings at least semi-annually, at such time and place as the Directors may decide by majority vote.
C. Special meetings of the Board of Directors may be called at any time and place by the President, and shall be called by the Secretary upon written application of three or more members of the Board, which application shall state the purpose of the meeting.
Section 4 - Notices of Meetings. No notice shall be required for the Board of Directors' meeting following the Annual Meeting of members. Notice of every other regular and special meeting, stating the time, place and purpose thereof, shall be given to each member of the Board of Directors by the Secretary. Such notice shall be addressed to the member at his address as it appears on the Secretary's records. Notice shall be sent at least three (3) days before the date of such meeting. Any meeting of the Board of Directors shall be a valid meeting without notice, if all the Directors are present, or waive notice thereof.
ARTICLE IX. COMMITTEES
Section 1 - The President shall appoint such committees as he finds desirable and shall outline the duties and responsibilities of such committees. All reports or action taken by a committee must be voted by a majority of the entire committee. In addition to the authority granted above, certain standing committees as set forth below, shall be appointed annually by the Board of Directors.
Section 2 - Publication Committee. The Editor of the Script "A" Newsletter will be the Publication Committee Chairman who shall appoint as many other members as he deems necessary to successfully carry out the business or publishing the Script "A" Newsletter.
ARTICLE X. CLUB FISCAL YEAR
Section 1 - The fiscal year of the Club shall be from January 1st to December 31st.
ARTICLE XI. PERSONAL LIABILITY
Section 1 - All persons or corporations extending credit to, contracting with, or having any claim against the corporation or the Board of Directors shall look only to the funds and property of the corporation for payment, of any such contract or claim or for the payment of any debt, damage, judgement, or decree, or any other money that may otherwise become due or payable to them from the corporation or the Board of Directors so that neither the member or the corporation, the Board of Directors or Officers, present or future, shall be personally liable therefore.
Section 2 - The President or Committee chairperson must notify the National Office and/or the insurance company (J.C. Taylor) of all events needing insurance coverage.
Section 3 - Insurance. All members must have their antique car insured for public liability and property damage. The Club is not accountable for acts of members and/or members' vehicles. Therefore, a lawsuit cannot be brought against the Club for any individual's careless acts.
ARTICLE XII. AMENDMENTS
Section 1 - Manner of Amendment. This Constitution may be amended or repealed and additions may be made thereto at any annual or, special meeting of the Club by a two-thirds (2/3) vote of those present, provided that any proposed change must be signed by at least ten (10) members, and submitted to the Board of Directors for their consideration and recommendation at least sixty (60) days prior to any annual or special meeting of the Club, and the Board of Directors shall mail such proposed change to the members, with a ballot at least thirty (30) days prior to any such meeting. The Board of Directors by a two-thirds (2/3) vote may propose any changes in the Constitution to the members.
POLICIES AND PROCEDURES
Section 1. A member must attend three (3) meetings of club functions to be eligible for participation in the annual turkey bingo.
rev: March 16, 2022/BOD_Script A Members