By-Laws of the Inland Empire A's

Article I

The name of this club shall be Inland Empire A's Chapter, Model A Ford Club of America, and its principal office shall be in Spokane County, State of Washington.

Article II

The purpose of this Club shall be:

Section 1. To serve as a medium for exchange of ideas, information, and parts for owners and admirers of the Model A Ford car, and to aid them in their efforts to enjoy, restore and preserve the car in its original likeness, as well as other aspects of the Model A hobby.

Section 2. To unite in a central Club all persons who are interested in restoring, maintaining, and enjoying the Model A Ford automobile in a manner to attract prestige and respect within the community; and it shall further be the purpose of this Club to help these people become better acquainted, and to encourage and maintain among its members the spirit of good-fellowship, sociality, and fair play through sponsored

activities including the use of the Model A Ford and family participation.

Section 3. The Club shall be non-commercial, non-sectarian, and non-partisan.

Article III

Members

Section 1. Requirements:

Requirements for the Membership shall not include the actual possession of a Model A Ford. Merely an interest in the objectives of the Club and a desire to take an active part in Club activities shall be the primary requirements. An applicant must be of good character as to be of benefit to the Club and its functions and objectives, and must display sincerity of purpose. An applicant for membership must have read and agreed to abide by the club’s By-Laws. An applicant for Membership must remit the annual dues with the application, and show current Membership in MAFCA.

Section 2. Dues:

(a) The Board of directors of the Club may determine from time to time the amount of initiation fees, if any, and annual dues payable to the Club by members. The wife, husband or significant other of such member is automatically a full voting member.

(b) Dues paid by a new applicant on or after November 1 of each year shall, if the Membership is granted, constitute payment of the full dues for the ensuing calendar year. Dues will not be prorated during a year.

(c) Dues must be paid by January 31 each year. Any member in default in the timely payment of dues will not be included in the current edition of the club roster, and the membership will be automatically terminated.

Section 3. Application:

(a) An application form will be provided for Membership in the Club. Said application form will have the requirements of the Club as provided in Article III, Section 1, stated upon it. Applicants shall abide by these requirements in order to become a member of the Club. Applicants must sign the application attesting to having read and agreeing to abide by the By-Laws.

(b) Every application for membership in this Club must have the signature of applicant's sponsor who must be a member of the Club in good standing. Membership becomes effective when approved by the Board of Directors.

Section 4. Termination of Membership:

The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, conducted at a special meeting of the board.

Section 5. Resignation:

Any member may resign by filing a written resignation with the Secretary; but such resignation shall not relieve the member resigning of the obligation to pay any dues, assessments or other charges there-to-fore accrued and unpaid.

Section 6. Reinstatement:

Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by affirmative vote of two-thirds of the members of the Board, reinstate such former member to Membership upon such terms as the Board of Directors may deem appropriate.

Section 7. Transfer of Membership:

Membership in this Club is not transferable, nor assignable.

Article IV

Meetings of Members

Section 1. Parliamentary Authority:

The Parliamentary Authority governing conduct of meetings shall be Robert's Rules of Order, 10th edition.

Section 2. Annual Meetings:

The annual meeting of the members of this Club shall be held in December for the purpose of installing the new officers.

Section 3. Special Meeting:

Special meetings of the members may be called either by the President, the Board of Directors, or not less than one-tenth of the members.

Section 4. Regular Meetings:

The day, time and place of the monthly Board and Membership meetings shall be designated by the Board of Directors at the beginning of each year.

Article V

Board of Directors

Section 1. General Powers:

The affairs of the Club shall be managed by its Board of Directors.

Section 2. Directors Term:

Each Director shall hold office until the start of the calendar year following the term of office to which elected, or until a successor has been appointed. Each director must be able to attend all meetings. The Board members shall be the President, Vice President, Secretary, Treasurer, Membership Director, Newsletter Editor and Chapter Representative to Northwest Regional Group of MAFCA.

Section 3. Regular Board Meetings:

Regular meetings shall be held two weeks prior to the meetings of the members. The time and place of board meetings will be designated by the Board of Directors.

Section 4. Special Board Meetings:

Special meetings of the Board of Directors may be called by, or at the request of, the President or any two Directors. Notice of a special meeting of the Board of Directors shall be given at least two days previous thereto by a written notice delivered personally or sent by mail or by e-mail or verbally by telephone to each director at his address as shown in the club roster.

Section 5. Committees:

The Board of Directors shall create such Committees as are deemed appropriate. If an Audit Committee is not named, then the Board of Directors shall perform the Annual Audit.

Section 6. Quorum:

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present at said meeting, the meeting shall automatically be adjourned.

Section 7. Vacancies:

Any vacancy or increase in the number of directors occurring in the Board of Directors shall be filled by the Board of Directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.

Section 8. Compensation:

Directors as such shall not receive any compensation for their services.

Section 9. Removal:

Any member of the Board of Directors may be removed by the Board of Directors whenever such member indicates a noticeable disinterest in the welfare of the Club.

Article VI

Officers

Section 1. Officers:

The officers of this Club shall be:

(1) President, whose duties shall be to preside over the meetings maintaining parliamentary procedures, call special meetings and other duties generally attributed to that office.

(2) Vice-president, whose duties shall be to preside in the absence of the President, plan for monthly meeting programs, speakers, etc., plan for and organize club tours and outings, develop a calendar of club events and any other duties generally attributed to that office.

(3) Secretary, whose duties shall be to take permanent minutes from each meeting, keep any records and correspondence, and any other duties generally attributed to that office. The Club shall keep complete records of all proceedings in one place and may be inspected by it’s members or anyone authorized by them at any reasonable time.

(4) Treasurer, whose duties shall be to keep an accurate accounting of the Club funds, to maintain bank accounts, to provide an up to date reporting of the club's financial status at every general meeting, and any other duties generally attributed to that office. Treasurer will also be responsible for the club inventory of items for sale and other assets.

(5) Chapter Representative to NWRG, MAFCA, whose duties are to represent the Club at all NWRG meetings, and to report to the Board following attendance of such meetings.

(6) Membership Director, whose duties shall be to issue Club Membership cards, greet new members, check attendance, introduce guests and match them up with club members when possible, and make sure members wear name tags.

(7) Newsletter Editor, whose duties shall be the gathering and dissemination of information via a monthly newsletter, retrieving mail and insuring it gets to the appropriate person, and publication of an annual roster each February.

Section 2. Election:

Election of officers shall be during the November Membership Meeting each year. All elections shall be by secret ballot on preprinted ballots. Each member may cast one vote. Absentee and proxy votes will be allowed if given at least two days prior to the election by a written notice delivered personally or sent by mail or by e-mail to a duly appointed officer at his address, phone number or e-mail address as shown in the club roster; said e-mail shall be printed by the receiving officer and delivered to the elections committee. Elections shall be conducted, votes shall be counted, and the election results determined by an election committee appointed by the Board of Directors.

Section 3. Term of Office:

No person shall hold the same office for more than two consecutive office terms--but may again hold that office after a period of non-office holding or if no other qualified person is available at that time. The term of office shall be for two years. The President, Treasurer, and Membership Director terms commencing on the odd years and the Vice-president, Secretary and NWRG Representative terms commencing on the even years. Newsletter editor shall be an appointed position with an undefined term limit.

Section 4. Removal:

Any officer or agent appointed or elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Club would be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person removed.

Article VII

Contracts, Checks, Deposits, and Funds

Section 1. Contracts:

The Board of Directors may authorize any officer or officers, agent or agents of the Club, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc.:

All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-president of the Club.

Section 3. Deposits:

All funds of the Club shall be deposited within 15 banking days to the credit of the Club in such banks, trust companies, or other depositaries, as the Board of Directors may select.

Section 4. Gifts:

The Board of Directors may accept on behalf of the Club any contribution, gift, bequest or device for the general purposes or any special purpose of the Club.

Section 5. Audit:

There shall be an annual audit of the Treasurer's records, to be done within 60 days of the close of the fiscal year.

Article VIII

Membership Cards

Section 1. Membership Cards:

The name and address of each member and the date of issuance of the membership cards shall be entered on the records of the Club.

Section 2. Issuance of Membership Cards:

When a member has been accepted for Membership and has paid any initiation fee and dues that may be required, a Membership Card shall be issued in his name and delivered to him by the membership director. A new membership card shall be issued each year upon payment of dues or if any current membership card shall become lost, mutilated, destroyed.

Article IX

Fiscal Year

The fiscal year of the Club shall begin on the first day of January and end on the last day of December in each year.

Article X

Amendments to By-Laws

A proposed amendment to the By-Laws must be approved by the Board of Directors for submission to the membership. The proposed amendment shall then be submitted within a reasonable period of time (not to exceed 60 days) to the members who will vote on the amendment by mail vote or personal vote. If the proposed amendment receives a majority by the members voting, it will be incorporated in the By-laws of the Club.

Revised 2001