Lincolns of Distinction
Club Charter and Bylaws
This document shall supersede and replace any previous Charter or bylaws.
Name and
Purpose
The name
of the club, which is an incorporated not for profit organization, is the
Lincolns of Distinction Car Club Inc.
The
purposes for which this club is founded are: the development, publication and
interchange of technical, historical and other information for and among
members and other persons who own or are interested in Lincoln automobiles, to
promote social activities and fellowship among the members and preservation of
all Lincoln automobiles - antique or modern.
Membership
Active
membership shall be open throughout the world to any person who shall be in
sympathy with the interest and purposes of the club. Ownership of a Lincoln is
not required. Active members are required to pay annual dues. Active members
are entitled to the full benefits of the club. They may:
1.
Receive publications
2.
Participate in activities
3.
Attend Annual Meetings and participate in the conduct of
business
4.
Hold Office (once all other requirements are met)
5.
Vote for Officers and Directors
6.
Vote on proposed Amendments
Dues
Active
members are required to pay annual dues as determined by the Board of
Directors. The membership year shall be from the first of January to December
31. Any new member paying dues after September 30 will be considered paid up
for the following year.
Active
Members are required to renew membership by submitting annual dues prior to the
beginning of the membership year.
Eligibility
to Hold Office
To be
eligible for the Board of Directors or an officer position, one must be an
active club member. Additional
eligibility requirements may also be spelled out in a separate document
entitled “Lincolns of Distinction Election Procedure”.
Expulsion
Any member
whose conduct is judged to be not in keeping with the best interests of the
Club may be expelled after due hearing pursuant to the affirmative vote of a
two-thirds majority of the Board of Directors. A notice of the charge shall be
mailed to the member against whom the charge has been presented and he or she
shall be given a period of thirty days to present a defense before any action
shall be taken against him or her. If
the member elects to present a defense, another Board of Directors vote on his
or her expulsion must take place after the defense is presented.
Officers
Terms of office
Members
elected to the position of President, Vice President, Secretary, Membership
Secretary, or Treasurer shall be considered Officers. All Officers shall be elected for a term of one year.
President
The
President shall preside at all meetings. He/she shall appoint all committees.
He/she shall have power to decide all questions of equal division and have all
the powers and duties usually invested in a President. The President may
appoint additional Assistant Secretaries and Assistant Treasurers from among
the Directors to serve at his/her pleasure.
The president shall hold and delegate web site and message board
administration privileges.
Vice-president
The Vice
President shall serve in absence of the President.
Secretary
The
Secretary shall record all minutes of the Board of Directors meetings and the
Annual Meetings. The Secretary shall be in charge of organizing all voting
activities as described in the “Ballots and Elections” section of the
charter. He shall perform such other
duties as prescribed by the Board of Directors.
Membership Secretary
The
Membership Secretary shall be responsible for processing applications to the
club and recording them both on paper and electronically. The Membership
Secretary will be responsible for maintaining a current roster of active
members on the club web site, and if deemed appropriate by the board of
Directors, publish a roster of members to be sent to current members. Any dues
mailed into the Membership Secretary shall be forwarded to the Treasurer on a
timely basis. The membership Secretary should verify that the Treasurer has
received the dues given in the electronic or mailed application. If the
membership secretary determines that load of processing of membership
applications is excessive, the President may create multiple offices of
Membership Secretary, as he/she deems appropriate.
Treasurer
The
Treasurer shall collect and distribute the funds of the club as may be ordered
by the Board of Directors or President. He shall render a financial report of
the club at the Annual Meeting and whenever the President or the Board
requires. He shall give bond at the expense of the club if required to do so by
the Board.
Vacancies
The
President may nominate active members who have been active members for no less
than one year to fill vacant Officer positions that occur for any reason. The BOD will determine by majority vote
whether to confirm the Presidents nomination.
If confirmed, the nominee will serve for the remainder of the current
term.
Board of
Directors
A Board of
Directors (BOD) shall govern the club.
The Board of Directors will consist of the five elected Officers of the
club and the number of elected Directors prescribed in a separate document
entitled “Lincolns of Distinction Election Procedures”. The Board shall have general management
responsibility and control of the affairs and property of the club, and shall
perform all duties not specifically designated by the charter. Unless otherwise
provided, a majority vote shall decide.
Members, to be eligible for election to the Board of
Directors, must be willing and able to regularly participate in activities
of the BOD, and must be willing to assist and perform tasks in administration
of the Club.
Terms
Officers
shall serve on the BOD for as long as they hold their office, a one-year
term. Directors shall serve for a term
of two years.
Board meetings and voting
A board
meeting shall be held at any National Event if a quorum is present. At any meeting, fifty percent or more of the
Board of Directors shall constitute a quorum.
Additional meetings may be held as directed by the President. The President shall provide notice to the
BOD of any meetings not held in conjunction with a National Event no later than
45 days prior to the date of the meeting.
BOD business will also be conducted online, through use of a dedicated
forum on the Lincolns of Distinction message board, or in a manner agreed upon
by the majority of the members of the BOD.
Any online meetings must be open and accessible to all members of the
BOD.
The
procedure for voting at meetings will be determined by those present at the
meeting. A majority of those present shall rule. Online voting may also take
place on the Lincolns of Distinction message board, in a forum set aside for
the BOD. The specific procedure for voting on the message board shall be agreed
to in advance by the board of Directors. Online votes must be attributable to
the person casting the vote.
Filling of Vacancies
If
there are absent Director positions, the BOD may elect to hold an election to
fill the vacancies.
Message
Board and Moderators
Lincolns of Distinction Car Club,
Inc. shall maintain a message board for the use of the members of the club and
anyone else the club allows to participate, so long as the club’s membership is
such to make it financially possible.
Conduct on the Lincolns of Distinction message board shall be governed
by the Rules of Conduct, which shall be available in a publicly accessible
place on the message board.
Moderators
The moderators will handle the task
of enforcing the Rules of Conduct.
Message board moderators will be volunteers who are confirmed by the
Board of Directors. Anyone wishing to
contribute to the club as a moderator shall volunteer by submitting an
application containing their name, address, and why they think they would be a
good moderator, to the Secretary. The
Secretary will put the issue to the Board of Directors for a vote. A majority vote of the Board of Directors in
favor of the volunteer will confirm him or her as a moderator.
Moderators shall serve until they
decide to resign, unless and until the Board of Directors votes to remove
them. A two-thirds majority vote by the
Board of Directors shall be needed to remove a moderator.
The BOD shall allow the moderators to perform their duties as an
independent entity and shall not interfere in any moderator functions unless
specifically asked to do so. Any communications the board may have for the
moderators shall be transmitted through the Head Moderator.
A dedicated forum shall be established on the message board for the
exclusive use of the moderators. BOD
members may read but should refrain from posting in the moderator forums unless
specifically requested to do so.
Head Moderator
The Head Moderator is to be chosen
by the moderators and approved by the BOD.
The Head Moderator will be responsible for dividing any moderating duties
and assigning moderators to specific forums, if necessary. The assignment of a moderator to a
particular forum does not preclude that moderator from moderating in other
forums, except by agreement between the moderator in question and the Head
Moderator.
Grievances
The Head Moderator shall also be
responsible for handling complaints from message board users and members in
relation to the moderation of the message board. The head moderator shall attempt to settle any disputes that
arise between the message board users and the moderators. If the Head Moderator cannot settle the
dispute, the Head Moderator shall take the dispute to the Board of Directors
for resolution.
Administration
Web site and message board
administration rights and duties shall be held and delegated as the President
sees fit.
Suspension
The rules for suspension of message
board users are outlined in the Rules of Conduct. All club members, including Officers and Directors, are subject
to these same rules. Any message board
user who is suspended has the right to appeal their suspension by following the
procedure listed under “Grievances” in this Charter.
Elections
and Ballots
Elections shall be governed by a separate document titled “Lincolns of
Distinction Election Procedures”. This
document may only be modified by 2/3 majority vote of the BOD.
Order of
Business
Robert’s
Rules of Order, Revised, shall govern in all cases where applicable and when
they do not conflict with the charter of the Club.
Chapters
Any group
of seven or more members of this club may make written application to the Board
of Directors for the right to form a Chapter of this club. If a charter is
granted, the Board shall specify the name and jurisdiction. The Board may
revoke the Charter at any time upon due consideration.
Chapters
may hold local meetings when and where they desire. Chapters may submit to the President a request for funds to fund
a local meeting. Lincolns of
Distinction Car Club Inc. shall not be held liable for any damages, injuries,
or deaths that may occur at any club or Chapter meeting.
Commercial
Activity
This Club,
or any Chapter thereof, shall not, under the club name, participate in any
commercial activity without approval of the Board of Directors.
Amendments
Any
proposal for the revision of the Charter shall be submitted in writing to the
Board of Directors. If the Board approves the proposed amendment by an
affirmative vote of at least two-thirds of the Directors, the Secretary shall
put the proposal to the Active Members for a vote. Ballots shall be prepared outlining the proposed changes, and the
ballots should be mailed within 30 days of the Board of Directors affirmative
vote. If possible, the ballots should
be included with the club newsletter. A
majority of the ballots cast by the members shall decide. The Secretary will then count the ballots
and have the count witnessed by at least two other members of the club. The
report of the vote must be made to the Board of Directors within two weeks of
the deadline of the receipt of the ballots. A means of voting online shall also
be provided, only if practical and secure.
Each Active Member may vote once, either online or by mail. All amendments shall be in full force and
effect upon adoption.
Principal
Office and Seal
The principal
office of this club shall be maintained at the office of the President. The
President shall be the custodian of the club seal.
Annual
Meetings and National Meets
The Annual
Meetings of the club shall be held in conjunction with the National Meets. National meets will be held at least once
per year. If more than one National
Meet is held in a given membership year, the Board of Directors will determine
by majority vote which National Meet should include the Annual meeting.
A written
notice shall be sent to all Active members not less than sixty days before such
a meeting. The Secretary must receive agenda items from members in writing, not
less than twelve days prior to the meeting. The President is not required to
accept for discussion, but may at his discretion, any subject not communicated
in writing to the Secretary within the required time.
Lincolns
of Distinction Car Club Inc. shall not be held liable for any damages,
injuries, or deaths that may occur at any club or Chapter meeting.
Funds
No funds
of this club shall be paid out unless certified by the President. The Board of Directors must approve by
majority vote any expenditure greater than $400.
Grievances
Any member
of the club who may find cause for dissatisfaction with any of the operations
of the club may appeal in writing. The BOD shall hear all grievances by members
except those related to actions taken by the moderators of the various
forums. Grievances not related
to actions taken by the moderators can be directed to the Secretary, who shall
present the matter to the Board of Directors for resolution. The decision of the BOD shall be final. Grievances related to actions taken by the
moderators of the message board shall be directed to the Head Moderator to be
handled in accordance with the Grievances subsection in the Message Board and
Moderators section of this Charter.