By Laws
BY-LAWS OF THE:
IMPERIAL OWNERS ASSOCIATION of NORTHERN CALIFORNIA
Article I
Name
The name of this organization shall be the Imperial Owners Association of Northern California (IOANC) hereafter referred to as “Association”.
Article II
Purpose
The purpose of this organization shall be to provide opportunities for Imperial owners and car enthusiasts to meet together, tour and display their Imperial
automobiles.
Article III
Membership & Dues
Section 1 The Association shall consist of owners of Imperial automobiles and others interested in the marque.
Section 2 Membership is divided into two categories: “Individual” or “Family”. Family Memberships will list all designated members of the named family.
Each “Individual Member” or “Family Membership” is entitled to one vote, club newsletter and annual roster.
Section 3 Membership dues shall be thirty dollars ($30) per Individual or Family Membership per year. Membership dues provide member privileges for the
calendar year beginning January 1st and ending December 31st. Renewal of dues is payable no later than February 1st of each year. For any new member
joining the Association after June 30th, the annual dues for the balance of that year only shall be one-half the regular annual dues. A “new member” shall be
defined as any first time, non-returning member to the IOANC. Changes in membership dues may be approved by the Executive Board by no less than a
majority vote or by the general membership in the same manner as amendments to these by-laws pursuant to Article IX.
Section 4 The Executive Board may expel any member by a majority vote on any of the following grounds:
A. Conduct not in keeping with the stated purpose of the Association.
B. Conduct harmful to the Association, its members, or to the reputation of the Association.
C. Use of the Association roster for any commercial or other inappropriate purpose.
Article IV
Officers & Governing Body
Section 1 The officers shall be members of the Association, and no member shall hold more than one office. The officers shall each have one vote on the
Executive Board which shall consist of a President, Vice-President-Membership, Vice-President-Newsletter, Secretary, and Treasurer.
Section 2 Duties of Officers:
A. President: Shall preside at all meetings, including Executive Board meetings, shall conduct elections pursuant to Article VII, and shall represent the
group as the official channel of communication for the Association.
B. Vice-President-Membership: Shall be responsible for contacting prospective members, recruiting new members, and maintaining an up-to-date
membership roster. The roster shall be published and distributed to the membership annually. The Vice-President-Membership shall take the place of the
President and assume those duties in the absence of the President.
C. Vice-President-Newsletter: Shall be responsible for writing articles, collecting advertisements, and printing & mailing the Association newsletter, to be
published approximately bimonthly and no less than 6 times per year.
D. Secretary: Shall keep minutes of all meetings and a log of all motions. The secretary shall handle all incoming Association mail, forwarding all monies
received to the Treasurer and other business to the appropriate party. The Secretary shall maintain the Association’s e-mail and phone tree, and generate
announcements at the direction of the President or the Executive Board. The Secretary shall also maintain the Association’s materials, property, and
merchandise for sale.
E. Treasurer: Shall establish an account for the maintenance of Association funds at an Executive Board approved financial institution of his/her choice.
Such account shall include signatory rights for each member of the Executive Board. The Treasurer shall collect dues and pay Association expenses in a
timely manner, and maintain an accurate record of all receipts and expenditures. The Treasurer shall submit to each Executive Board member on a monthly
basis, a financial report, showing all income, expenditures, and reimbursements due. Bills shall be paid and expenses shall be reimbursed only after
approval by the Executive Board, with the provision that no reimbursements are to be made to individuals or businesses from that same person. The
Treasurer shall present to the membership at the Annual Business Meeting a financial statement for the previous and the current year to date.
Section 3 Executive Board
A. The Executive Board shall include all the elected officers of the Association.
B. The Executive Board shall transact all business and activities of the Association subject to approval of a quorum.
C. A quorum shall consist of fifty-one percent (51%) of the officers currently serving.
D. The Executive Board may appoint additional ex-officio officers, including but not limited to Historian, Events Director, Photographer, and Webmaster, as
necessary to the functioning of the Association.
Article V
Meetings
Section 1 This Association shall meet at the time and place designated by the Executive Board.
Section 2 One meeting during the year shall be designated the Annual Business Meeting (ABM) to be held in November or December. The purpose of this
meeting shall be to:
A. Elect officers;
B. Receive reports;
C. Act upon revisions of the by laws;
D. Collect annual dues;
E. Transact any other business as may properly come before the membership.
Article VI
Non-Members
Non-members may attend any Association meeting as guests of members. Guests may not vote on any Association matters.
Article VII
Elections
Section 1 Elections shall be held at the ABM according to the following format:
A. An announcement shall be published in the August, September, or October newsletter or by postal mailed flyer no less than thirty (30) days prior to the
ABM stating which Executive Board positions are up for election that year, and soliciting nominations for those offices.
B. Nominations for officers shall be made either by postal mail to the Association’s mailing address or e-mailed to the Secretary prior to October 1st or from
the floor of the ABM after October 1st.
C. The Secretary shall notify persons nominated by the mail process and shall request that declinations be accompanied by a signed letter of refusal.
D. At the beginning of the election phase of the ABM, the President shall clearly state the duties of each office as described in Article IV of these By-laws
prior to opening nominations for that office. The President shall then read and post the names of all nominees for that position made by the mail process
prior to the ABM. The President shall then call for nominations for that office three times, posting any nominations made from the floor, after which
nominations for that office are then closed, and the next office is announced, the duties read, the mail nominations read and posted, and nominations called
for three times again, and so on.
E. All nominees for office must be present at the ABM to qualify as candidates for office.
F. In the case of multiple candidates for a single office, each candidate shall be given the opportunity to address the membership for not more than three (3)
minutes.
G. After all nominations are made and the nominee’s addresses given, the President shall appoint two members to an election committee for the purpose of
distributing, collecting, and counting ballots. No election committee member may be either a candidate for office (including that candidate’s Family
members) or a current board member.
H. Voting shall be by secret ballot, unless there is but one candidate for each office, in which case voting may be by voice vote or acclamation.
I. The President shall conduct election proceedings for all offices except those in which he/she is a candidate for office, in which instance the President
shall yield to the Vice-President Membership.
Section 2 All officers shall be elected for a term of two (2) years. The President, Treasurer and Secretary shall be elected during the ABM held in
even-numbered years and the Vice-President Membership, and Vice-President Newsletter shall be elected in odd numbered years.
Section 3 The offices are automatically filled by the newly elected officers, who will assume the duties of their official positions on January 1st of the
immediate following year.
Section 4 In the event an officer is unable to serve or resigns, the remaining term of office shall be filled by appointment of the Executive Board.
Section 5 No election shall be held without a quorum of ten percent (10%) of the Voting membership. Election shall be by majority of the votes cast of the
members present.
Section 6 Each Individual Member or Family Membership is eligible to cast one vote.
Article VIII
Fiscal Year
The fiscal year of the Association shall be from January 1st through December 31st of the calendar year.
Article IX
Amendments
These By-laws may be amended by a majority vote of the membership present and voting, subject to discussion pursuant to Article X, at the ABM of the
Association, providing notices of the proposed amendment(s) are first given in the proceeding newsletter or individually to all members by mail.
Article X
Parliamentary Authority
Roberts Rules of Order Revised shall govern this Association in all cases to which it is applicable, subject to such rules as have been or may be adopted by
the Association.
End
IOANC