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.
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
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”.
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.
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.
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.
The Vice President shall serve in absence of the President.
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.
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.
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.
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.
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.
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.
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.
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.
Web site and message board administration rights and duties shall be held and delegated as the President sees fit.
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.
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.
This Club, or any Chapter thereof, shall not, under the club name, participate in any commercial activity without approval of the Board of Directors.
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.
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.
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.