CAPITOL "A" CLUB, INC.

 

                                                                                        A Chapter of the

                                                        Model A Ford Club of America

 

                                                                        BYLAWS

 

 

                                                                 ARTICLE 1, NAME

 

1.1         This Club shall be known as the Capitol "A" Club doing business as the Capitol A's, (herein referred to as the

            'Club').  The Club was incorporated September 24, 1959 (#383372) and is affiliated with the Model A Ford Club

              of America (MAFCA).

                                                                              

                                                              ARTICLE 2, PURPOSE

 

2.1         The purpose of this Club shall be to serve as a medium of exchange of ideas, information and parts for admirers

             of the Model A Ford car, and to promote the restoration and preservation of the Model A Ford in its original likeness. 

2.2         It is the intent of the Club to unite in a central organization admirers of the Model A Ford who are interested in

             restoring and maintaining the automobile in a manner to attract prestige and respect within the community. 

2.3         It shall further be the intent of this Club to encourage and maintain among its members the spirit of good

             fellowship, sociability, and fair play through sponsored activities that shall include the use of the Model A Ford and

             family participation.

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

 

                                                               ARTICLE 3, EMBLEM

 

3.1         The Club emblem shall be the traditional Ford oval with script letters.  The words CAPITOL A's shall appear above

             the oval and SACRAMENTO shall appear below the oval and they in turn shall be surrounded by a larger,

             symmetrical oval.  The script letters, F-O-R-D, shall have superimposed on them a blacked out silhouette of a

             Model A Ford Ah-oo-ga horn.

 

                                                           ARTICLE 4, MEMBERSHIP

 

4.1         Single Members.  Single individuals can be members.  The dues shall be the same for a single person as they are

             for a husband and wife.  Each Single Member is entitled to one copy of all Club publications and one vote.

 

 

4.2         Married Members.  Married couples can be members.  The total dues for the married couple will be the same

             as the dues for a Single Member.  Each married couple is entitled to one copy of all Club publications.

             For married couples, each person shall be considered a Club member and each shall be entitled to one vote.

4.3         Ownership of Model A.  Ownership of a Model A Ford is not necessary for membership in this Club or

             the Model A Ford Club of America.

4.4         MAFCA Membership.  Club members must be members in good standing of the Model A Ford Club of America. 

4.5        Application for Membership.  An application for membership must be approved by the Board of Directors at a

                      Board meeting.  An approved membership becomes effective the first day of the month following the

                      Board of Director's meeting at which it was approved.

4.6         Termination of Membership.  A member may resign by filing a written resignation with the Secretary.  A member

             may be suspended or expelled for cause by an affirmative vote of two thirds of the full Board of Directors after

             an appropriate hearing.  Termination of membership does not relieve the member of any obligations, assessments

             or charges accrued but unpaid.

4.7         Transfer of Membership.  Membership in this Club is not transferable or assignable.

 

                                                        ARTICLE 5, DUES AND FEES

 

5.1         Dues shall be assessed on a calendar year basis and are due in advance of December 1st for the ensuing

             calendar year.

5.2         Dues are delinquent after the regular membership meeting in December and a penalty may be charged for late

             payment of dues, such penalty to be determined by the Board of Directors.

5.3         The annual dues amount shall be determined by a majority vote of the Members in attendance at a regular meeting

             of the membership.  The dues can be changed by the membership only after the Club has provided a minimum

             of 30 days written notification to the entire membership of the intent to change the dues.  It is the responsibility of

             the Board of Directors to propose any needed changes in the dues.

5.4         New members accepted for membership from January 1 through June 30 shall be assessed 100 % of the annual

             dues rate then in effect.

New members accepted for membership from July 1 through October 31 shall be assessed 50 % of the annual dues

rate then in effect.

New members accepted for membership from November 1 through December 31 shall be assessed the dues rate

 in effect for the upcoming calendar year and

such dues shall constitute payment of the full dues for the ensuing calendar year.

5.5         Dues and fees are not refundable, except that if a new membership application is rejected, all dues and fees

             collected will be returned.

 

                                                 ARTICLE 6, MEMBERSHIP MEETINGS

 

6.1         Regular meetings of the membership shall be held each month at a time and place designated by the Board of

             Directors.

6.2         Special meetings of the membership shall be held when called by the President, by the Board of Directors or by

             written request signed by 25 % of the voting Club members.  The Club members shall be notified in writing of any

             special meeting by the Secretary five days prior to such special meeting.

6.3         For meetings of the general membership a quorum shall be 25 % of the total Club members entitled to vote. 

             Without a quorum present, a meeting may be held, but no official Club business requiring a vote of the membership

             may be conducted.

 

                                                   ARTICLE 7, BOARD OF DIRECTORS

7.1         General Powers.  The management of the affairs of the club is the responsibility of the Board of Directors

7.2         Number and Tenure.  The Board of Directors shall consist of the Officers plus five elected Board members,

             and the immediate past President and Secretary for a total of eleven.  Each Board member shall hold office for

             one calendar year.

7.3         Vacancies.  A vacancy in the Board of Directors will be filled by appointment by the Board of Directors for the

            unexpired portion of the term.

7.4         Meetings.  Regular meetings of the Board of Directors shall be held each month at a time and place designated

             by the Board.  Special meetings of the Board of Directors may be called by the President or a majority of the

             Directors but require at least five (5) days notice (either by mail or telephone).  Only Board members are allowed to

             vote at these meetings.  However, all Club members are invited to attend and are welcome to participate in

             the discussions.

.7.5        Quorum.  A quorum shall consist of the number of directors necessary to equal at least fifty one percent (51 %) of

             the total Board members but in no case shall a quorum total less than six directors.  If less than a quorum of the

             Board of Directors is present, a meeting may be held, but no official Club business requiring a vote of the Board

             of Directors may be conducted.

7.6         Removal from Office.  The Board of Directors, by affirmative vote of two thirds of the full Board may suspend, expel,

             or remove from office a member of the Board for cause after an appropriate hearing.

7.7         Operating Guidelines.  The day to day operations of the Club shall be controlled by a set of "Operating Guidelines"

             that shall be maintained by the Board of Directors.

7.8         Auditing.  The Board of Directors shall be responsible for making certain that the financial records are audited at

             least annually, and whenever a new Treasurer is appointed.

                                                                              

                                                             ARTICLE 8, OFFICERS

 

8.1         The officers of the Club shall consist of a President, Vice President, Secretary and Treasurer and they

             shall serve for one calendar year.

8.2         President.  The President shall:

o                       preside at all member meetings and all Board of Director meetings.

o                       perform the normal duties pertaining to the office.

o                       appoint chairpersons for the various committees.

o                       ask for reports from the Treasurer and the committee chairpersons at all regular meetings.

o                       perform all other duties as noted in the Operating Guidelines of the Club.

8.3         Vice President.  The Vice President shall:

· in the absence of the President, or in the event of the President's inability or refusal to

· act, perform the duties of the President.

o                       perform all other duties as noted in the Operating Guidelines of the Club.

o                       perform such other duties as may be assigned by the President or the Board of Directors.

8.4         Secretary.  The Secretary shall:

 

o                       keep minutes of all member and Board of Directors meetings.

·                    see that all notices are duly given in accordance with the provisions of the bylaws or as

                               required by law.

o                       be the custodian of the corporate records and the seal of the Club.

o                       maintain and distribute the membership roster.

o                       perform all other duties as noted in the Operating Guidelines of the Club.

              o                       perform all duties incident to the office of Secretary or such other duties as assigned by the                                       President Or the Board Of Directors

 

                                                            ARTICLE 9, ELECTIONS

 

9.1         Nominating Committee.  A nominating committee of at least three Club members will be appointed by

             the President and announced at the membership meeting in the month of August.  This committee

             is responsible to make nominations for the Officer and Board positions. 

9.2         Nominations.  The nominations made by the nominating committee will be announced at the

             October membership meeting and published in the Club newsletter prior to the election.  Other nominations

             for Officers and Board members may be made from the floor by any voting member at the October

             membership meeting.  Write in candidates will also be accepted.

9.3         Election Process.  Ballots will be distributed to all eligible voting members present and shall be marked by

             the members at the November regular membership meeting.  The nominating committee, or other

             members designated by the President, shall collect the ballots, tabulate the results and announce the names

             of the newly elected Officers and Directors at the November members meeting.  The results of the election

             shall be noted in the minutes of the Club.

9.4         Absentee Ballots.  Absentee ballots may be obtained from the Secretary by written request at least fifteen

             days prior to the election.  Absentee ballots must be returned to the Secretary no later than five days prior

              to the election.

 

ARTICLE 10, COMMITTEES

 

10.1       The President shall appoint a chairperson for the following committees:  DRIVER-OF-THE-YEAR,

             ERA FASHIONS, HISTORIAN, MEMBERSHIP, NOMINATING, PUBLICATIONS, NATIONAL PUBLICITY,

             LOCAL PUBLICITY, RAFFLE, REFRESHMENTS, SERGEANT-AT-ARMS, SUNSHINE, TECHNICAL,

             TOUR DIRECTOR and any other committees deemed necessary by the President or Board of Directors. 

             The duties of these chairpersons will be governed by the  Operating Guidelines or be outlined by the

             President or the Board of Directors.

ARTICLE 11, AUTO INSURANCE AND LICENSING

 

11.1       All vehicles (Model A's or otherwise) participating in Club activities must be properly licensed and insured

             with at least Public Liability and Property Damage coverage.  Any vehicle not in compliance with California

             state law will be denied the right to participate in Club activities.  Proof of vehicle licensing and insurance

             must be available for inspection by the Technical Committee or Tour Leader when a vehicle is being used in

             a Club activity.

11.2       Only licensed drivers will be permitted to operate vehicles in Club activities.

ARTICLE 12, FISCAL AFFAIRS

12.1       Fiscal Year.  The fiscal year of the Club shall be the calendar year beginning on January 1 and ending

             on December 31.

12.2       Contracts.  The Board of Directors may authorize any officer's) or agent's) of the Club, in addition to the

             officers 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.  Such authority may be general or restricted.

12.3       Signatures.  All checks or other orders for payment by the Club must be signed by at least two of the

             Officers.  One of the two signatures must be either the President or the Treasurer. 

12.4       Club Expenditures.  Any expenditures, not included in the budget previously approved by the Board

             of Directors, must be presented at a Board meeting for approval prior to making the

             expenditure.

12.5       Treasury Minimum.  Should the treasury at any time be reduced to $500 or less all Club expenditures

             will require specific prior approval of the Board of Directors, and such expenditures will be limited to

             Club operating expenses

 

 

                                                  ARTICLE 13, BOOKS AND RECORDS

 

13.1       The Club shall keep and maintain complete records of all Club business and activities for a minimum of

             seven years or as required by law.  Books and records may be inspected by any member.  All books

             and records will be turned over to the succeeding administration by the prior administration at the expiration

             of their term of office.

 

ARTICLE 14, MODEL A CLASSIFICATIONS

 

14.1       Participation in Club Functions.  The following three classes of Model A Ford cars may participate in

             Club functions:

 

Original

Restored

Modified

14.2       Modifications.  The following modifications are considered unacceptable:

1.           Chopping

2.          Channeling

3.           Cut or modified top bows

4.           Engines other than stock 1928-34 Ford A, B, C, 4 cylinder

engines

5.           Dropped axle

6.           Flame type painting

7.           Major body changes

8.       Mag-type wheels

 

 

                     ARTICLE 15, AMENDMENTS

 

15.1       These bylaws may be altered, amended, or repealed and new bylaws adopted by a two thirds majority of the

             members at any regular meeting, provided that at least five days written notice is given to the membership of

             the intention to alter, amend or repeal and adopt new bylaws at such meeting.

15.2       Any intention to amend these bylaws must be presented at a regular Board of Director's meeting and, if approved

             by a majority of the Board, will be presented to the entire membership.  Alternatively, if 25% or more of the

             Club Members petition the Board to amend these bylaws, the proposed amendment will be presented to the

             entire membership.

 

                                 (Amended April 6, 1979)

                                 (Amended April 4, 1986)

                                 (Amended April 2, 1994)

                                 (Amended November 4, 1994)

                                 (Amended August 4, l995)

BYLAWS

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Position

Guidelines