SPANISH TRAIL CRUISERS, INC.
ARTICLE 1 - PURPOSES AND POWERS
1. This Corporation is organized for the purpose of conducting any legal activity permitted to be conducted by non-profit corporations under the laws of the State of Florida and Section 501 (c) (3) of the Internal Revenue code. More specifically, in addition to those purposes specified in the Articles of Incorporation, this Corporation is organized to serve as a medium of exchange of ideas, information for parts and assistance for automobile enthusiasts.
2. This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereafter by law. The primary purpose of this Corporation is to operate a non-profit car club for automobile enthusiasts exclusively for charitable purposes, with the right to receive and make contributions, circulate newsletters, and all other services pertaining to car clubs. This organization will unite fellow automobile enthusiasts to attract prestige and respect within the community. It will also be the purpose of this organization to help these owners and enthusiasts become well acquainted, encourage and maintain among its members the spirit of good fellowship, sociality, and fair play through sponsored activities including the use of the automobile and family participation.
3. The Corporation is organized and shall be operated exclusively for car club, charitable and educational purposes and it is authorized to accept, hold, administer, invest and disburse such funds as may from time to time be given to it by any person, persons or corporations, to receive gifts and make financial and other types of contributions and assistance to other non-profit organizations, car clubs, charitable and educational organizations, and in general, to do all things that may appear necessary and useful in accomplishing the purposes herein above set out.
4. All of the assets and earnings shall be exclusively for the purposes herein above set out, including the payment of expenses incidental thereto; and no part of the net earnings shall inure to the benefit of any private member or individual except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, and no substantial part of its activities or of any organization to which it may contribute shall be for the carrying on of propaganda, or otherwise attempting to influence legislation or participate in or influence any political campaign, or any other activity which would disqualify the Corporation from tax exemption under section 501 of the Internal Revenue Code or other applicable federal, state or local law or regulation now or hereafter enacted.
5. All property shall be irrevocably dedicated to charitable and educational purposes and shall be held in the Corporate name of SPANISH TRAIL CRUISERS, Inc., is a non-profit corporation organized and operated exclusively for classic automobile enthusiasts under charitable and educational purposes, which qualifies for exemption from Federal Income Tax under provision of Section 501 (c) (3) of the Internal Revenue Code. The purchase, sale, lease, mortgage or alienation of said real or tangible personal property shall be transacted according to the By-laws of the Corporation.
ARTICLE 2 - MEMBERS
There shall be two classes of members of the Corporation as follows:
1. ACTIVE MEMBERS: Active Members and spouses or significant others shall be entitled to receive the Clubs’ publications, a copy of the membership roster, notices of all Club Activities, tickets to the club’s annual Christmas party, and shall have the right to one vote each at all meetings of the Club Members when voting is required on a topic and they are present at that meeting.
2. FAMILY MEMBERS: are not dues paying members and are in the family of an Active Member. Family Members or significant others must be of the same household as the Active Family Member.
3. At the President’s discretion, he/she may declare an honorary member and over-ride qualifications upon approval of the voting membership.
4. All members specifically acknowledge they have no right to use the Club Marks, Logo, etc. without the expressed written approval from the club.
Article 2, Section 1
1. QUALIFYING VEHICLES: All members as of July 1, 2007, are exempted from the following vehicle age requirements. The organization limits membership to owners, or potential owners, of classic automobiles or automobiles modeled after classic automobiles. For the purpose of this section, classic automobile is defined as any four wheeled, passenger car or pick-up truck aged 20 years or older. Any vehicle in question may be approved by a majority of members present at a regularly scheduled meeting.
Article 2, Section 2
1. DUES: are fifty dollars ($50.00) annually, payable in advance at the first meeting of the year in January. Dues are earned upon receipt and non-refundable. See also Article 3.
a. When any member shall be in default in the payment of dues for a period of 90 days, his/her membership may thereupon be terminated by a majority vote of the members present at any regularly scheduled meeting.
b. Dues paid by a new applicant anytime during the current year, shall, if the membership is granted, constitute payment of the full dues for the ensuing year.
c. If membership is granted to a new applicant during the current year, the applicant may choose to wait until the beginning of the new year to pay their dues, but must understand they are NOT an Active Member thus will not be entitled to the club’s benefits as stated in Article 2, Section 1.
PROBATION, SUSPENSION, OR TERMINATION OF MEMBERSHIP
1. TERMINATION: The membership, by affirmative vote of a majority of all of the members present at a regularly scheduled meeting, may expel a member for cause. (Examples: public embarrassment for the club or club members, inappropriate behavior during club activities, etc.) Termination of membership will cause forfeiture of dues.
2. Any vote taken in reference to Article 3, Clause 1 SHALL be by written ballot.
3. 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 dues. Resignation or dismissal will cause forfeiture of dues.
4. APPLICANTS: Applicants must render the first years dues with their application for membership when the application is received between October 1st and January 31st. If the application is received after January 31st, section 2 (c) applies. If application is not accepted, dues paid will be returned to applicant. The voting club members will review the application for approval or disapproval. A quorum of 10 members must accept or reject the application. The application will be voted on during the meeting after the receipt date of the application.
a. Oral motions to accept new applicants may be accepted if accompanied by sponsorship of two or more members in good standing.
ARTICLE 4 - MEETINGS
The membership will decide on, by vote, for the established location of meetings to be held.
1 TIMES: The meetings will be held the first Tuesday of each month at 7:00 p.m.
2 MEETING CHANGES: If meeting times or location are to be temporarily changed, it will be announced at a regular monthly meeting, by phone, mail, web site, and/or email.
3 FISCAL YEAR: The fiscal year of the organization shall begin on the first day of January and end on the last day of December in each year.
4. QUORUM: Twenty percent (20%) of the entire voting membership must be present at any meeting to constitute a Quorum. For any motion to pass, fifty percent (50%) +1 vote OF THE QUORUM PRESENT must be cast in favor of the motion; except when changing the Club By Laws where it takes 66% of the votes cast in the affirmative for a change to take place.
Article 4, Section 2
1. Meetings shall be presided over by the Corporate President, or if he/she is not present and presiding, by the Vice-President or, if no such Officer be present and residing, by a Chairman to be chosen at the meeting. The Secretary of the Corporation or, in his absence, the Secretary chosen at the meeting for purposes of that meeting shall act as Secretary of the meeting.
2. Each voting member entitled to vote at the meeting shall have one vote in person for each issue presented. Each issue shall be addressed via an agenda and handled in by parliamentary procedure under Robert’s Rules of Order. The issues brought before the members shall bear discussion from the general membership in good standing, with advice from the Board or particular Committee Chairman. At all times and with all votes, the voting shall be by either ballot or cast orally as allowed under Roberts Rules. See article 3, Section 1, Clause 3 for further explanation.
ARTICLE 5 – OFFICERS
Article 5, Section 1
1. ELECTION: Officers of the organization shall be elected annually by the Membership. Vacancies may be filled or new offices created and filled at any meeting of the membership by Active Members. Nominations for officer positions will be submitted at the October meeting and paper ballots to be submitted at the December meeting for finalization.
a. REMOVAL: any officer or agent appointed or elected by the membership may be removed by the membership whenever, in its judgment, the best Interests of the organization would be served.
b. VACANCIES: a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the membership by vote.
c. TERM LIMITS: any of the said four (4) officers may serve up to two (2) consecutive or non-consecutive years in any of the four (4) officer positions. After serving a total of eight years in all four positions, the Active Member may not serve in an officer position. After an absence of five (5) or more years, a former Active Member rejoins the club and becomes an Active Member, then the Term Limits restart allowing the Active Member to become an elected officer again in any of the four (4) positions.
Article 5, Section 2
1. PRESIDENT: the President shall be the principal executive officer of the organization and shall in general supervise and control all of the business and affairs of the organization. He or She shall preside at all meetings of the members. He or She may sign, along with the Vice President, the Treasurer, or the Secretary, any and all official documents.
2. VICE-PRESIDENT: In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President.
3. TREASURER: If so required by the organization the Treasurer shall faithfully discharge his or her duties as the membership has determined. He or She shall have charge and custody of and be responsible for all funds and securities of the organization. The Treasurer shall ensure an audit trail of all moneys received or earned by the organization. A non-member third party at the end of each fiscal year may audit the treasurer’s accounting of the organization’s monies. Dues can be turned in to either the Secretary or the Treasurer and if to the Secretary, he or she will report those transactions to the members at the next meeting. The Treasurer should Maintain Club Checkbook, Balances and Reconcile bank statements, Receive and deposit funds received, and reports past due Annual dues to the Secretary.
a. Bank Statements: Copies provided to the Secretary and the President upon request
b. Work Sheet Stating: Number of checks written
c. Number of Deposits: Reported at each meeting
d. Total month end account balance: Reported at each meeting
4. SECRETARY: The secretary shall keep minutes of the meetings of the members in one or more books both digital and hard copies that are provided for that purpose, see all notices are duly given in accordance with the provisions of these by-laws or as required by law, be custodian of the organization records, keep a register of the post-office addresses of each member, which shall be provided to the secretary by such member. In general, perform all duties incident to the Office of Secretary and such other duties as from time to time are assigned to him or her by the president or the membership. The Secretary will send out Annual Dues Notices when advised by the Treasurer. Answers correspondence for the Club with the approval of either the President and or the Vice President. Receives dues from the Club Members, as does the Treasurer, and if dues are received by the Secretary, he or she will then pass the monies received to the Treasurer and report these transactions to the membership at the next meeting.
Article 5, Section 3
1. Resignation, Death and Replacement of the President.
a. In the event that the President voluntarily leaves, untimely death or is voted out, then the membership shall have the authority to recruit and elect a new President at the next regular scheduled meeting. This process shall be prompt and accomplished as expeditiously as possible.
Article 5, Section 4
1. COMPENSATION. Compensation of all officers of the Club shall be determined by the Board of Directors by majority vote. When deemed necessary to vote for Compensation for any officer, that officer for whom Compensation is being voted for must abstain from the voting. The Corporation may reimburse necessary expenses incurred by an officer in carrying out the duties required of his office.
ARTICLE 6 - COMMITTEES
1. The President may appoint Committees whose duties, in addition to being voting members of the Corporation, shall be defined by the Club officers. The Committees shall have no fewer than two (2) nor more than five (5) members. The members of the Committees serve at the will and pleasure of the President and may be removed by him at any time for any or no reason.
2. Committees shall be selected to develop ideas / plans and present them to the president for review and then the membership at the next club meeting. Committees shall elect a chairman if the President of the organization does not designate one.
ARTICLE 7 - CORPORATE BOOKS
The books of the Corporation, except as otherwise provided by law, may be kept outside of the State of Florida, at such place or places as the Board of Directors may from time to time determine. The organization shall keep correct and complete books, records of account, and shall also keep minutes of the proceedings of its membership meetings. Any member may inspect all books and records of organization, at any reasonable time. Books and Records of elected officers shall be presented to the next elected officer of that position the night of the election or before the next general meeting of the membership.
ARTICLE 8 - CHECKS, NOTES, ETC.
All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Club officers.
ARTICLE 9 – DISSOLUTION
In the event of dissolution of the Club, all of the remaining assets of the Club shall be distributed only for charitable and educational purposes, focusing on classic and antique car interests. Such distributions must qualify for exemption from Federal Income Tax under provision of Section 501 (c) (3) of the Internal Revenue Code. Dissolution may be accomplished by a majority vote of the membership.
ARTICLE 10 – AMENDMENTS
1. The power to alter, amend, or repeal the Articles of Incorporation of the Corporation is vested in the Club officers. Such action must be taken pursuant to a resolution approved by a majority of the officers or as stated within the Articles of Incorporation.
2. The power to alter, amend, or repeal these By-Laws, or to adopt new By-Laws, in so far as allowed by law, is vested in the general membership and shall be by resolution upon a 66% majority vote of members present and voting. These By-Laws are hereby adopted by the Club officers of the corporation.