Constitution of Script A Club

Forb Model ”A" of Michigan

- Revised March 19, 2025 -

 

ARTICLE I. NAME AND PURPOSE

Section I - Name. TI1e name ofthe club, which is a non-profit mem-bership organization, shall be "Script "A" Club, Ford Model "A" of Michigan."

Section 2 - Purpose. 1l1e general purpose shall be to encourage the members to acquire, preserve, restore, exhibit and make use of the Model "A" Ford vehicle, model years I928 to 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 I - Principal Office. T11e principal office of this Club shall be maintained in Bridgeport, Michigan.

ARTICLE III. EMBLEM AND SEAL

Section I- Corporation 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 I - Members. Any person interested in the purposes of this club is eligible for membership. Active members must be a mem-ber in good standing of at least one of the following clubs: MARC - "Model A Restorers Club, Inc." or          MAFCA -  "Model  A Ford Club of America, Inc."

    Section 2- Classes of Membership.

  1.   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.
  2. Other Classes. Other classes of membership may be provided for by the Board of Directors according to the best interest of the Club.
  3. Honorary. The board shall have the authority to appoint honor-ary local memberships for a period of one (1) year.

Section 3 - Dues.

  1. Members shall pay annual dues each year. The amount of dues will be determined by the Board of Directors. Annual dues shall be due December 1st for the upcoming year. Any member whose dues are not paid by December 1st will have their mem-bership privileges suspended for non-payment of dues on Janu-ary 1st. The first opportunity for the member to be reinstated will be at the first meeting in January.
  2. The cost of membership for any person which applies for mem-bership between July 1st and October 31st will be equal to one-half of the annual membership dues.
  3. Members elected to membership during November and Decem-ber shall be entitled to membership during the ensuing year.
  4. 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.

Section 5 - Resignations. Any member may resign by directing a letter of resignation to the Secretary. His resignation shall be effec-tive on receipt provided all indebtedness to the Club is paid.

Section 6 - Suspension or Expulsion.

  1. Annual dues shall be due December 1st and any member whose dues are not paid by March 1st shall be suspended for non-payment of dues and may be reinstated upon payment of dues.
  2. 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.
  3. 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' vehi-cles and action cannot be brought against the Club for any mem-ber's careless acts for any reason.

ARTICLE V. MEETINGS

Section 1 - Powers Reserved to the Members. 1l1e members shall elect by ballot, each year all directors of the Club, subject to the provisions of Article 6, Section I.

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 Direc-tors, and shall be called by the Secretary upon written application of at least 25 members ofd1e Club then entitled to vote. The appli-cation shall state the purpose of such meetings. Notice of a meet-ing held pursuant to such application must be sent to all members, with in the ten ( I 0) days after receipt of application, and the meet-ing must be held within forty (40) days after receipt of application and at least ten (I0) days notice must be given to all members of such meeting. The time and place shall be detem1ined 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 d1an 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.

  1. The elected officers of d1e Club shall be a President, Vice-President, Treasurer and Secretary and such other officers as the Board of Directors may detem1ine.
  2. Officers shall each serve two (2) years or until their successors are elected. 1l1e term of office shall be for a period of two (2) years.
  3. Directors shall each serve two (2) years or until their successors are elected with four directors being elected each year.
  4. All elected officers must be members of both national clubs, MARC and MAFCA. The officer will be financially responsi-ble for their dues to belong to one of the national clubs. The Script"A" Club will pay the required dyes for the officer for the second national club.

Section 2- Nomination and Election of Directors.

  1. The nomination of officers and Directors will take place at the meeting held in October.
  2. Nomination must be submitted in writing, by electronic mail, or orally. Any member is good standing may nominate themselves or be nominated by another member in good standing for any office or position that is coming available.

Section 3 - Election of Officers.

  1. All members is good standing of the Club shall have the oppor-tunity to vote by secret ballot for the Officers and Directors at the meeting held in November. Any member wishing to do so may mail their ballot to the current Secretary before the meeting to be counted in the election.
  2. Each officer shall hold office until a successor shall have been duly elected and shall have qualified.
  3. Vacancies may be filled or new officers 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.
  4. The officers and directors will each serve two years in the posi-tion they are elected. On an alternating schedule the members will vote for the president, the secretary and two directors, in the years ending with an odd number. The members will elect the vice-president, the treasurer, and two directors in the years which end with an even number. Elections shall be by written, secret ballot.
  1. ln the even that the previous President cannot act as Past Presi-dent during the following term, any Past President may be elected to the position.

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. DUTlES OF ELECTED OFFICERS

Section I - Duties of President and Vice-President. 11,e President shall preside at all meetings of the members and 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 Vlll, 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 perfo1111ed 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 re-quest, 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. ln 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.

  1. 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 exe cute and deliver in behalf of the Club all such instruments under its corporate seal as may be ordered by the Board of Directors.
  2. When a new Treasurer is elected, the corporation books are to be transferred to the new Treasurer within a sixty (60) day period.
  3. The Club funds are not to be employed for personal benefits.
  4. An audit committee must be appointed by the President to review the corporate books and the committee must review the corporate books annually.

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 Vill. BOARD OF D[RECTORS

Section I - The Board of Director 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.

  1. 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.
  2. The Board of Directors may appoint such other officers, com-mittees, 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.

  1. 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 meeting.
  2. 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.
  3. 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 l - 1l1e 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 success fully carry out the business of publishing the Script "A" Newsletter.

ARTICLE X. CLUB FISCAL YEAR

Section I - The fiscal year of the Club shall be from January 1st to December 31st.

ARTICLE XI. PERSONAL LIABILITY

RSection I - 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, judgment, or decree, or any other money that may other-vise become due or payable to them from the corporation or the Board of Directors so that neither the member of the corporation, the Board of Directors or Officers, present or future, shall be personally liable therefore.

Section 2- 1l1e President or Committee chairperson must notify the national Office and/or the insurance company 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 I - Manner of Amendment. This Constitution may be amend-ed 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 ( l 0) 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.

ARTICLE XIIl. DISSOLUTION

Section I - Dissolution of the Script "A" Club, Ford Model "A" of Michigan. Upon dissolution of the organization, all real and per sonal property will be gifted to MAFFI, The Model A Ford Foun-dation, Inc.

POLICIES AND PROCEDURES

Section I. A member must attend three (3) meetings or club functions within the previous 12-month period to be eligible to participate in the annual Turkey Bingo, Christmas Parry and other events during the year. Members who may not qualify and guests are welcome to attend these events with the approval of the Board of Directors.

 

updated 1/28/2026

 

 

 

 

 

 

 

 

 

 

 

 
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