BY-LAWS OF ST. CLOUD ANTIQUE AUTOMOBILE CLUB, INC.

ARTICLE I

SECTION 1 - The name of the corporation shall be the St. Cloud Antique Automobile Club, Inc., located at St. Cloud, Minnesota, also known as the "Pan-Towners."

SECTION 2 - This corporation shall be governed by the by-laws contained herein.

SECTION 3 - The purpose of this corporation shall be to provide an environment of interest and activities dedicated to the enjoyment of antique automobiles.

SECTION 4 - Incorporated under and in accordance with the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes, Chapter 317.

ARTICLE II
MEMBERSHIP

SECTION 1 - Any person, corporation or association interested in the objectives or purpose of this nonprofit organization may become a member upon the payment of $ 1.00 or more.

  1. Membership - Up to 2 adults in a household and their children under the age of 18.


  2. Honorary Member - Non-voting membership may be conferred as a compliment by the Board of Directors and approved by 2/3 of the members at a general meeting. No annual dues shall be required.


  3. Life member - Full voting member with full privileges, no dues required . Qualifications (any of the following):


    1. Member on Jan 5, 1972 newsletter Vol. 1 No. 1 membership list


    2. Past President of club


SECTION 2 - Dues may be reviewed and determined by the Board of Directors annually. Membership fees shall be due and payable by February 1 of each year.

SECTION 3 - Voting rights shall be equal. All voting members shall have one vote. Cumulative voting shall not be allowed. When a corporation or association applies for membership, it shall designate one person and an alternate from its body as a voting representative.

SECTION 4 - Members Rights: As a member in good standing and in exchange for dues paid, each membership receives voting privileges, a monthly newsletter, a roster, and the right to run for elected office.

SECTION 5 - Members' rights are not transferable.

SECTION 6 - No member shall be held liable for the corporation's obligations.

SECTION 7 - New members joining the corporation and paying dues between November 1 and December 31 shall be considered paid for the following year.

SECTION 8 - The corporation's fiscal year shall be January 1 to December 31.

SECTION 9 - Termination of membership and re-instatement: If dues are not paid for one year, the member can be re-instated by paying current dues. If dues have not been paid for more than one year,the person(s) must qualify as a new member.

SECTION 10 - Commitments: No commitments of any kind whatsoever shall be made by any member,including individual officers, for any expenditure unless and until approved by the Board of Directors, or 2/3 majority of membership. Such expenditure may be deemed the personal responsibility of themember.

ARTICLE III
MEETINGS

SECTION 1 - Monthly Meetings: All general membership meetings shall be held on the second Thursday of the month at a time and place as designated in the monthly newsletter.

SECTION 2 - Annual Meeting; Members shall hold an annual meeting on the second Thursday of January at a time and place as designated in the monthly newsletter. Elections shall be held for officers and directors at said meeting.

SECTION 3 - Special meetings: Special meetings may be called for at anytime for any purpose upon written request by authorized individuals to the President, Vice President, or Secretary. Authorized individuals who may request a special meeting are the President, two or more directors or any two or more general members. The officer who receives the request for a special meeting shall publish the notice of the meeting in the newsletter within 30 days and such meeting to be held not more than sixty days after the request.

SECTION 4 - Quorum: Twenty-five members at a general meeting shall constitute a quorum.

ARTICLE IV
OFFICERS AND BOARD OF DIRECTORS

SECTION 1 - Duties and Responsibilities of the Board of Directors: The property, affairs and business of the corporation shall be managed by the Board of Directors. Any total borrowings of $5,000.00 or more and any non-budgeted expenditures $1001.00 or more shall be submitted to the membership and approved by 2/3 majority of members at a general meeting. Major decisions, along with suggestions, recommendations and other pertinent issues, will be submitted to the membership for discussion, review and approval. On issues that would obviously impact the entire membership or are of a magnitude to affect the corporation as a whole, a majority of the ballots cast by the entire voting membership would be required to reverse the board's decision. This would be done by written vote.

SECTION 2 - Qualification for Office: In order to be a director or officer of the corporation, a person must be a member in good standing. Each member of the board and each successor or additional director or officer shall hold office until the next annual meeting of members and until his successor shall be elected and qualified or until death, resignation, incapacity preventing administration of office or removal by a majority vote of the Board of Directors.

SECTION 3 - The Board of Directors Shall Consist of the following: Not less than six directors, the President, Vice President, Secretary, Treasurer, Sergeant at Arms, and the Car Show Chairperson.

SECTION 4 - Vacancies: A majority of the remaining members of the Board of Directors, though less than a quorum, shall fill any vacancies occurring on the Board of Directors. The person or persons appointed shall hold office until their successor has been elected.

SECTION 5 - Meetings: Meetings of the Board of Directors shall be held monthly.

  1. Location: A meeting of the Board of Directors may be held at any place designated by The Board of Directors.


  2. Call: Each meeting of the Board of Directors shall be held at the call of the President or Vice President and must be called by either of them at the written request of any member of the board within thirty days of said request.


  3. Notice of time, place, and purpose of a meeting of the Board of Directors, except as here in otherwise provided shall be given by personally notifying or mailing notice there of at least five days before the meeting to the usual business or residential address of the board member. The board may adopt a resolution which authorizes regularly scheduled meetings of the Board of Directors to be held without notice and at such a time and place as shall be determined in resolution.


  4. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business provided, however, that if a vacancy exists by reason of death, resignation or otherwise, a majority of the remaining directors, but not less than two, shall constitute a quorum for the conduct of business. An act of the majority of the directors present at a meeting at which a quorum is presented is the act of the board.


  5. Voting by Proxy: A director shall not appoint a proxy for himself/herself or vote by proxy.

SECTION 6 - Executive Committee: The Board of Directors may authorize an Executive committee, consisting of the President, Vice President, and Treasurer, to act in its best interest in the management and business of the corporation. The Executive Committee shall act only in the interval between meetings of the board and at all times is subject to the control and direction of the board. All actions taken by said committee shall be by unanimous vote and expenditures shall be limited to one thousand dollars ($1,000).

SECTION 7 - Resignation and removal: Any Director or Officer may resign at any time by delivering a written resignation to the President or Secretary of the corporation. The resignation shall be effective as of the date of receipt by such Officer and shall not constitute a resignation as a member of the corporation. The Board of Directors may, with cause remove a Director or Officer from office at a Board Meeting, provided that the notice of the meeting at which removal is to be considered states such a purpose. When a Director or Officer has been removed, a new Director or Officer may be appointed at the same meeting.

SECTION 8 - Committees: The Board of Directors may appoint or authorize the appointment of such committees, as it may from time to time deem necessary. Such committees shall have the powers, duties, and responsibilities and shall be organized and function as specified in its appointment. A member of the Board of Directors shall chair said committee.

SECTION 9 - Unexcused Absences: Any board member who has three unexcused absences in a current year shall relinquish his or her position as a board member. Roll call shall be taken at all board meetings.

SECTION 10 - Budget: The Vice President shall be responsible, along with the treasurer, for the preparation of an estimated operating budget for the following fiscal year, showing the anticipated current annual receipts and disbursements, which shall be presented to the Board of Directors at their November meeting, and shall be presented to the members for 2/5 approval at the December general meeting. Any revised budgets shall be first approved by the Board of Directors and then presented to the membership for a 2/5 majority at a general meeting provided notice of this proposal be given the members in the monthly newsletter. At least quarterly at a general meeting the membership shall be informed as to how the budget to actual is performing to date.

SECTION 11 - Compensation: The compensation, if any, of officers, agents or representatives of the corporation shall be determined by the Board of Directors, shall be reasonable in amount for the services rendered, and the fact that any officer, agent, or representative of the corporation is a member of the Board of Directors shall not preclude him/her from receiving compensation appropriate to the value of his/her services or from voting on a resolution providing for the same. All compensation changes shall be published in the monthly newsletter prior to a general meeting. Any changes in compensation shall be approved by 2/5 majority vote by the membership at a general meeting by written vote and be effective the first of the month following the approval.

SECTION 12 - Officers Shall Not Lend Corporation Credit: Except as authorized by the Board of Directors and approved by 2/5 majority vote of the membership at a general meeting, no officer of this corporation shall sign or endorse in the name or on behalf of this corporation, or in his/her official capacity, any obligations for the accommodation of any other party or parties, nor shall any check, note,bond, stock certificate or other security or thing of value belonging to this corporation be used by any officer or director as collateral for any obligations other than valid obligations of this corporation.

SECTION 13 - Audit of Books, Accounts and Tax Reports; A compilation, review or audit at the (board of directors discretion) and tax reports will be ordered every year by an outside accounting firm appointed by the Board of Directors.

SECTION 14 - Checks: All checks, drafts, or other orders for payments of money notes, or other evideuces of indebtedness issued in the name of the corporation shall be signed by the treasurer and such other officer or officers, agent or agents of the corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors. A monthly third party reconciliation of all accounts will take place.

SECTION 15 - Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 16 - Club Property valued in excess of $1,000 shall not be sold, given away or donated unless approved by 2/5 majority of membership ballots cast at a general meeting.

SECTION 17 - Contracts: All contracts will be reviewed by the board of directors and at their discretion have counsel review and render opinion and advice.

SECTION 18 - Investment Committee: The Treasurer shall organize a committee of three members all knowledgeable in investments for the purpose of recommending prudent investments of the corporation funds.

SECTION 19 - Bonds and Insurance: The Board of Directors shall procure fidelity bonds, fire, casualty and liability insurance for sufficient coverage and amounts to fully protect the corporation, its members and officers from loss. The Executive Committee shall be responsible for the safekeeping of all policies and agreements.

ARTICLE V
NOMINATIONS & ELECTIONS

SECTION 1 - Elections shall be held at the annual meeting of the corporation at a time and place as designated within these by-laws.

SECTION 2 - Nomination Committee: The nominations committee shall consist of the following: Vice President, third year directors, and three general members. The purpose of said committee shall be to provide a slate of candidates to be placed on the ballot for the upcoming elections.

SECTION 3 - Nominations: Nominations may be accepted from the floor during, the October, November, and December general meetings.

SECTION 4 - Balloting: Ballots shall be prepared by the nomination committee.

  1. Ballots shall be mailed to all voting members in the monthly newsletter preceding the annual meeting.
  2. Completed ballots may be mailed in the provided envelope or delivered in person to the annual meeting.
  3. Ballots shall not be available at the annual meeting.
  4. Ballots shall be tabulated by the nomination committee.
  5. Secured ballots shall be used.

SECTION 5 - Offices and Terms: The offices to be decided at the annual elections may be as follows:

  1. Vice President - Becomes President and Car Show Chairperson in successsive years.
  2. Treasurer - one-year term
  3. Secretary - one-year term
  4. Directors - three-year term; two elected each year
  5. Sergeant at Arms - one-year term

SECTION 6 - Job descriptions for all officers and directors shall be written in the standing rules.

ARTICLE VI
NEWSLETTER

SECTION 1 - The newsletter of the corporation shall be known as the "Pansiftings."

SECTION 2 - The editor of the newsletter shall be selected from volunteers by the Board of Directors.

SECTION 3- The corporation shall be the publisher. Any personal view printed in the newsletter shall be in editorial form with the writer's name attached to the article.

SECTION 4 - The editor or editors of the corporation's newsletter shall be compensated for service rendered in accordance with Standing Order XI section C.

ARTICLE VII
AMENDING BY-LAWS

SECTION 1 - Amendments shall be submitted to the Board of Directors for research and review. An article shall be placed in the newsletter, written by the board with the finds, pro and con, of their research. Amendments shall be submitted by September 1.

SECTION 2 - Amendments shall be placed on the ballot to be voted on by the membership at the annual meeting and be passed by 2/3 majority of ballots cast.

SECTION 3 - These by-laws shall become effective upon 2/5 majority of the ballots cast and all existing by-laws shall then and thereby be repealed and have no further effect.

SECTION 4 - The by-laws shall be reviewed every five years or as deemed necessary by the Board of Directors.

ARTICLE VIII
DISSOLUTION

SECTION 1 - If and when it becomes necessary for the corporation to disband this would be accomplished by a written vote.

SECTION 2 - The corporation can be dissolved by 2/3 majority of the membership.

SECTION 3 - Members of the corporation shall be notified of the meeting regarding dissolution in accordance with Article III Section 3.

SECTION 4 - The necessary papers shall be prepared and all assets shall be disposed of in accordance with the laws of the State of Minnesota.

SECTION 5 - The Board of Directors shall remain intact until the affairs of the organization are intact.

Revised and approved: Date January 13, 2005


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