ARTICLE I 

Name

The name of this organization shall be the VOLCANO A'S CHAPTER, Model A Ford Club of America (herein after called the Club) and its principal office shall be in Clark County, Washington Model A Ford Club of America (herein after called MAFCA) is a nationwide club of which the Volcano A's Chapte is affiliated.

ARTICLE II 

Purposes

The Purpose of this organization shall be:

SECTION 1:

(a)  To serve as a medium of exchange of ideas, information and parts for admirers of the Model A Ford, and to aid them in their efforts to restore and preserve the car in its orginal likeness.  The Club will offer general directions and assistance to its members in Model A restoration and preservation.

(b)  To unite, in a central organization, all owners of Model A Fords who are interested in restoring and/or maintaining the automobile in a manner to attract prestige and respect within the community.

(c)  It shall further be the purpose of the Club to help these owners become better acquainted, encourage and maintain among its members the spirit of good fellowship, sociality and fair play through sponsored activities, including the use of the Model A Ford and family participation.

SECTION 2:

The Club shall be non-commercial, non-sectarian and non-partisan.

ARTICLE III

Members Voting Rights, Dues and Qualifications

SECTION 1:  Membership

The Club shall have three (3) types of members: Active Members, Family Members and Honorary Members.

(a)  Active Members:  Active Members are limited to no more than two related adults per household.  Active Members shall be entitled to receive a membership card, hold office within the club, have the right to vote and be entitled to all benefits of the Club and MAFCA.  The paid active membership shall receive a monthly Club;s newsletter, a copy of the Membership roster, a copy of these By-Laws and notices of Club Activities.

(b)  Family Members:  Family Memberships shall be issued to the immediate members of a family living in the same household of an Active Member.  Family members shall not receive the Club's newsletter, shall not receive a membership card, shall not receive a copy of the membership roster, shall not have the right to vote nor hold office within the Club, but will be entitled to all other benefits of the Club.

(c)  Honorary Members:  Active Members are eligible for honorary membership when they have been active members of the Club for at least twenty consecutive years.  They shall be entitled to a membership paid by the Club.  Honorary Members are entitled to all the benefits and privileges as active members.  This membership will be given at the direction of the Board of Directors and will be reviewed annually.  Honorary members must complete an annual application form to maintain their honorary membership status and must attend one or more meetings or tours each year.

SECTION 2:  MAFCA

Membership in MAFCA shall be requisite of the Board of Directors of the Volcano A's Chapter, MAFCA membership shall be optional for all other Club members.

SECTION 3:  Car Ownership

The actual possession or ownership of a Model A Ford shall not be required for membership in the Club.  An interest in the objective of the Club and a desire to take an active part in Club activities shall be the primary requirements for membership.  An applicant for membership or membership renewal must remit the annual dues with his/her application.

SECTION 4:  Dues

(a)  The Board of Directors may propose, subject to the approval of the membership, the amount of initiation fees, if any annual dues payable to the Club by Active Members.  Family and Honorary members shall not be required to pay dues.

(b)  Dues paid by a new applicant, on or after November 1^st of each year, shall constitute payment of the full dues for the ensuing calendar year MAFCA and Club dues shall be payable on or before the 1^st of January each year.

SECTION 5:  Termination of Membership

(a)  The Board of Directors, after an appropriate hearing and by affirmative vote by a majority of all the members of the BOard, may recommend suspending or expelling a member for cause.  The membership may then, by a majority vote of those present at any regularly constituted meeting, terminate the membership of the member in question, who then becomes ineligible for membership except by reinstatement.

(b)  When any member shall be in default in the payment of dues for period of 60 days, his/her membership shall thereupon be considerd terminated by the Board of Directors.

SECTION 6:  Resignation

Any member may resign by filling a written resignation with the Secretary.  Such resignation shall not relieve this resigning member of the obligation to pay any dues, assessments or other charges therefore accrued and unpaid.

SECTION 7:  Reinstatement of Expelled Members

Upon written request, signed by the former member and filed with the Secretary, the Board of Directors may, by affirmative vote by a majority of the members of the Board and a majority vote of those present at any regularly called meeting, reinstate such former member to membership.

SECTION 8:  Transfer of Membership

Membership in the Club is not transferable or assignable.

ARTICLE IV 

Meetings

SECTION 1:  General Meetings of Members

The meetings of the meetings shall be held once each month of the year, the exact date and time thereof to be determined by the Board of Directors.  The purpose of said meeting shall be the transaction of such business as may come before the meeting.

SECTION 2:  Board of Directors Meetings

The meetings of the Board of Directors shall be held as often as is necessary to fulfill the business of the Club, the exact date and time thereof to be determined by the Board of Directors.  Board Meetings are open to all Club Members.  Written notification is required at least five days in advance by any member(s) who might suggest sany items, which may call for action by the Board of Directors.

SETION 3:  Special Meetings

Special meetings of the members may be called either by the President, The Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.

SECTION 4:  Place of Meetings

The Board of Director may designate any place, either within or outside the State of Washington as the place of meetings.

SECTION 5:  Quorum

(a)  General and Special meeting: A quorum shall consist of 20% of the voting members.

(b)  Board of Directors meetings:  A quorum shall consist of the majority of the Board Members.

ARTICLE V 

Officers and Board of Directors

SECTION 1:  Officers

The officers of the Club shall be elected by the membership and shall consist of the President, Vice President, Treasurer, Secretary and a Member at Large.

SECTION 2:  Board of Directors

The Board of Directors shall consis of the five (5) Club Officers, the Editor and the immediate past President.

SECTION 3:  Duties of the Board of Directors

The Board of Directors shall conduct the business of the Club.

(a)  Duties of the Board of Directors shall be consistent with the duties of the officers of the Club.

(b)  The immediate past President shall be responsible for the orientation and review of policies for all Board Members by the January Board Meeting.

(c)  The Board of Directors shall develop an annual budget at the January Baord meeting to be presented to the membership for approval.

(d)  The Board of Directors are responsible for directing the Club in a manner conducive to the benefit of the Club.

SECTION 4:  Election and Term of Office

Officers of the Club shall be elected annually at the regular November of the members.  Each officer shall hold office until a successor shall have been duly elected and installed in office.

SECTION 5:  Qualifications of Elected Positions

A nominee for the position of President must have held a Board of Directors or committee position within the Club for one full year.

SECTION 6:  Removal

Any officer or other Board Member, elected or approved, may be removed by a majority vote of the Board of Directors and a majority vote of the Club membership, whenever it is judged that the best interest of the orgaization would be served thereby, but such removal shall be without prejudice to the membership rights, if any, of the board member to be removed.

SECTION 7:  Compensation

Officers and Directors shall not receive a compensation for the service.

SECTION 8:  Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term.

SECTION 9:  Nomination of Elected Members

A nominating committee, consisting of the Past Presidents and chaired by the immediate Past President, shall meet between the reuglar September and October meetings and nominate at this time at least one (1) candidiate for each office within the Club.  This list shall be presented at the regualr October meeting at which time additional nominations will be accepted from the general membership.  Before voting at the November meeting additional nominations will be accepted fro the  floor.

SECTION 10:  President

The President shall be subject to the control of the Board of Directors, have general supervision, direction and control of the business affairs of the organization.

(a)  He/she shall preside at all meetings of the membersip and at all meetings of the Board of Directors and shall recognize all members requesting the floor in a proper manner.

(b)  The President shall sign all contracts and other documents, providing however, the Board of Directors must first approve all documents.

(c)  The President shall present the Proposed budget to the membership for approval at the January Club meeting.

(d)  The President shall act on behalf of the Club for any outside activities.

SECTION 11:  Vice President

In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President.

(a)  If the President can no longer perform mhis/her duties, the Vice President may call a meeting of the remaining Board of Directors within 30 days to fill the vacancy as outlined in Article V, Section 8.  When so acting, the Vice President shall have all powers of and be subject to all the restrictions as the President.

(b)  The Vice President shall act as Tour Chair to manage Club sponsored tours.  Any member wishing to conduct a sponsored tour shall notify the Vice President.

(c)  The Vice President shall perform such other duties as from time to time may be assigned by the President of by the Board of Directors.

SECTION 12:  Treasurer

The Treasurer shall keep a correct accounting of the Club's business transactions.

(a)  The Treasurer shall deposit all monies and other assets in a depository as may be designated by the Board of Directors.

(b)  The Treasurer shall disperse the funds of the organization as may be ordered by the Board of Directors and shall render to the President and Board od Directors an accounting of the organization's assets and liabilities when they request such information.

(c)  The Treasurer shall furnish a semi-annual finalcial statement to the Board fo Directors, which shall be made available to all Club members upon request.

(d)  No obligation, debt or other liability shall be incurred by the Treasurer without specific approval of the Board of Directors.

(e)  The Teasurer shall perform such other duties, as from time to time may be assigned by the President of by the Board of Directors.

SECTION 13:  Secretary

The Secretary shall keep minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose.

(a)  The Secretary shall see that all notices are duly given in accordance  with the provision of these By-Laws or as required by law.

(b)  The Secretary shall be custodian of the Club's records.

(c)  The Secretary shall keep a register of the post office addrss of each member.

(d)  The Secretary shall perform all duties incident to the Office of Secretary and such other duties, as from time to time may be asigned by the President or the Board of Directors.

(e)  The Secretary shall manage corrsepondence as directed by the President.

SECTION 14:  Member at Large

(a)  The Member at Large shall be elected by the general membership.

(b)  The Member at Large shall be a member of the Board of Directors.

(c)  The Member at Large shall act on behalf of and for the general membership.  Any member wishing to present a concern to the Board may do so through the Member at Large.

SECTION 15:  Editor

The President shall appoint the Editor.

(a)  The Editor shall publish a monthly newsletter to be mailed to those on the authorized mailing list the first of the month.

(b)  The Editor shall be responsible for the mailing of the newsletter and any other notices.

(c)  The Editor shall prepare a membership roster for distribution to all members by the March meeting.

ARTICLE VI

Committees

The Board of Directors or the President may designate one or more committees, as necessary, to conduct the activities and/or affairs of the Club.  Each committee shall consist of two or more members of the Club, with one member appointed as chairman.  Each member of a committee shall continue as such until a successor is appointed or until the duties of the committee are completed or until terminated by the Board of Diretcors.

ARTICLE VII

Contracts, Check, Club Expenses, Deposits and Funds

SECTION 1:  Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Club, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any documents in the name of, and on behalf of, the organization and such authority may be general or confined to specific instances.

SECTION 2:  Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidence if indebtedness issued in the name of the Club, shall be signed by the Treasurer or such other officer, usually the President, as shall be determined by the Board of Directors.  The number of signatures required on the banking account(s) shall be dtermined by the Board of Director.  The checking account balance shall not exceed $3,000 unless approved by the Board of Directors.  The checking account will require only one signature.  The Treasurer's records shall be audited by two members of the Board of Directors and one non-Board member.

SECTION 3:  Club Expenses

No obligation, debt or other liability shall be incurred by any Club Member without prior approval of the Board of Directors or Club membership.

SECTION 4:  Deposits and Funds

Any withdrawl of funds over $2,000 from any account shall require the signatures of two unrelated officers as determined by the Board of Directors.

ARTICLE VIII

Certificates of Membership

Certificates of membership shall consist of a membership card, which shall be in such form as may be derermined by the Board of Directors.  If any certificate shall become lost, mutilated or destroyed, a new cetificate may be issued, therefore, upon such terms and conditions as the Board of Directors may determine.

ARTICLE IX

Fiscal Year

The fiscal year of the Club shall begin on the first day of January and end on the last day of December.

ARTICLE X

Amendments to By-Laws

SECTION 1:  Amendments

Proposed amendments to the By-Laws must be reviewed by the Board of Directors for submission to the membership.  The proposed amendment(s) shall then be submitted within a reasonable period of time (not to exceed 60 days) to the members who will vote on the amendment(s).  If the proposed amedment(s) receive(s) a majority vote by the members voting, it/they will incorporated into the By-Laws of the Club.

SECTION 2:  Awareness of By-Laws

By-Laws shall be reviewed by the Board of Directors prior to the March general meeting and recognition of same be made known to the membership as said meeting.

ARTICLE XI

Parliamentary Authority

"Roberts Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by the By-Laws of the Club.