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AUSTIN AREA CAR CLUB, Inc.
Charter # 119932-01
BY-LAWS
January, 1997
supersedes April, 1995
Please note: This is just a reference copy, the official copy is the typed and signed document
Article I: Name, Purpose and Emblem
Section A: The name of this organization shall be the Austin Area Car Club, as hereinafter referred to as AACC, the Club, or the Organization.
Section B: The general purpose of the AACC, incorporated as a nonprofit corporation, shall be to preserve, maintain, and enjoy antique, classic, and special interest vehicles 25 years of age and older for the benefit of its members as well as the general public.
Section C: The emblem of the AACC shall be a black circle within a black circle with the name - Austin Area Car Club - in block letters in-between the two circles. In the inner circle there are three cars. Top to bottom they are: a 1957 Chevrolet 2 door hardtop, a 1914 Franklin, and a 1929 Model A Coupe. The Club color is Columbia Blue or light blue.
Article II: Membership and Dues
Section A: Application - Membership in the AACC shall be open to any person 18 years of age or older until at such time the membership reaches 130 members. At such time the membership will be frozen at 130 members and any additional memberships must be approved by the Board of Directors or popular vote. All members of a a family will be considered joint, single memberships.
Section B: Classes of Membership - There shall be two (2) classes of membership. 1). Regular - any owner/enthusiast who is current on his/her dues and who is in good standing as a member of the AACC and is entitled to the privileges of membership. 2). Honorary Members - any business or person who has aided the Club in its purpose may be made an honorary member by popular vote or by a unanimous vote of the Board of Directors.
Section C: Resignation - A member may resign by letter addressed to the officers of the AACC. His/her resignation shall be effective upon receipt, and all dues shall be forfeited.
Section D: Suspension and expulsion from Membership - A member may be suspended or expelled at any time, without advance notice, for misconduct or for any other cause voted by a majority of the Club officers. The suspended/expelled member shall thereafter be entitled to a reasonable opportunity to be heard, by the officers, concerning the misconduct of which he/she is accused. The decision of the officers shall be final.
Section E: There shall be no pro-rating of dues. New member fees and renewals for members will be determined by the Board of Directors and can be changed yearly or as needed.
Section F: Delinquent Dues - Members who have not paid their dues by XXX will be dropped from the membership roster. Dropped members and late renewers must rejoin the Club and are subject to a new membership fee. Members that were in good standing throughout the prior year will receive a January newsletter and the opportunity to rejoin the Club.
Article III: Personal Liability
Section A: All persons or corporations extending credit to, contracting with or having any claim against the AACC, shall look only to the funds and property of the AACC for payment of any such contract, claim, debt, judgment, damage, decree, or cause of action or any money that may in any way become due and payable from the AACC.
Section B: The AACC is a non-profit corporation; the members hereof shall not be entitled to any individual or collective interest, participation, share right and/or property of this club. No dividends, pecuniary profits or dividends or payments of like nature shall ever be declared or paid to the members of the AACC.
Article IV: Meetings
Section A: Regular monthly meetings shall be held at a time and a place determined by the Club president.
A written or printed notice stating the purpose, place, date and hour of every meeting shall be mailed by the secretary to each member in good standing at least 3 days prior to and not more than 10 days prior to said meeting.
Section B: Quorum - For any business to be conducted at any meeting, a quorum consisting of at least ten percent(10%) of the members in good standing must be in attendance.
A member in good standing is any regular member or new member who has attended a minimum of three (3) business meetings within a six(6) month period, or at least three (3) of the last six(6) business meetings.
Section C: Special Meetings - Special meetings of the AACC may be called at any time by the President. Notice of special meeting to members may be by phone (48 hours prior to the meeting) or by mail (5 days prior to the meeting). Seventy percent (70%) of members must have been contacted to hold the meeting. The only business to be conducted at a special meeting is that for which the meeting is called.
Section D: Voting - All action except amendments of these By-laws shall be by a majority of those present and voting. Changes to the By-laws must be approved by the Board of Directors and then by popular vote. Voting is limited to regular members only and one vote per family membership. Two-thirds(2/3) of popular vote is considered a majority vote. Only members in good standing can note negatively to an issue approved by the Board of Directors.
Article V: Fiscal Year
The fiscal year of the AACC shall be the calendar year.
Article VI: Officers & Appointees and Their Duties
Section A: President - The President shall preside at all meetings of the members and shall perform the duties usually pertaining to the Office of the President according to Robert’s Rules of Order. In the absence of the President, his/her duties shall be performed by the Vice-President.
Section B: Vice-President - In the absence of the President, the Vice-President shall perform the duties of the President.
Section C: Secretary - The Secretary shall attend all meetings of the members and officers. The Secretary shall be responsible for recording the minutes of the meetings in a book kept for that purpose. The Secretary shall be responsible for notices of meetings to all members.
Section D: Treasurer - The Treasurer will have custody of all money, funds and obligations belonging to the AACC. The Treasurer shall receive and deposit all money in the Club’s account. All checks, drafts, notes or other orders for payment shall be signed in the name of the AACC by the treasurer with the approval of the President. The Treasurer shall give a report on the financial status of the AACC monthly and when requested by the Club officers. The Treasurer will be responsible to file and pay all tax liabilities.
Section E: Newsletter Editor - The Newsletter Editor shall be responsible for gathering news of club events from any and all AACC members and to publish same in a monthly newsletter.
Section F: Sunshine Chairperson - The Sunshine Chair person shall be assigned by the President. He/she shall be responsible for sending or arranging for the delivery of flowers or cards to any member who is ill or hospitalized; or in the event of a death, flowers, cards or memorials to the family of the deceased; or for any other situation deemed appropriate by the President.
Section G: Vacancies - Any vacancy in any office for whatever reason shall be filled by appointment by a majority vote of the Board of Directors, or two-thirds 2/3 popular vote of the members or may be left vacant if the Board of Directors so directs.
Section H: Pate Director; The Pate Director is responsible for representing the Club at all Pate Association meetings and the Pate Swap Meet. The Pate Director is expected to act in the best interest of the Club at the Pate Association meetings and in all dealings with the Pate Associations and is to submit a written report summarizing each Pate meeting to the AACC president and/or Board of Directors within 7 days of a Pate meeting. The Pate Director is also responsible for relaying any directives or requests approved by the AACC Board of Directors to the Pate Association and is responsible for coordinating the AACC workers at the Pate Swap Meet and accurately recording the work schedules of the workers.
Section I: Alternate Pate Director - In the absence of the Pate Director, the Pate Alternate may assist the Pate Director in his/her duties if needed or so directed by the Pate Director. The Alternate Pate Director is to be chosen by the AACC Board of Directors and can be a Board member or chosen from the general membership.
Article VII: Corporate Power and Board of Directors
Section A: Corporate Power - The corporate power of the AACC shall be vested in a board of seven (7) directors. Four (4) directors shall constitute a quorum for the transaction of business.
Section B: The Board of Directors of the AACC shall consist of: the President, Secretary, Treasurer, past President, Pate Director elected by popular vote, and one (1) director appointed by the President. Four (4) members shall constitute a quorum at a meeting of the Directors.
Section C: Vacancy - Any vacancy for any reason may be filled by appointment from the remaining Board of Directors or by popular vote or may be left open if the Board of Directors and/or Club members do not object.
Section D: Nominating Officers _ The President shall appoint at the regular October meeting, a nominating Committee consisting of three (3) of the active members in good standing. The Nominating Committee shall report at the November meeting the name of one candidate for each of the following offices to be filled: President, Vice-President, Secretary, Treasurer, and one Pate Director. The consent of each candidate must be obtained before his/her name is placed in nomination. Nominations shall not be limited to the Nominating Committee slate for nominees. The Past President shall automatically become a Director for a term of office equal to that of the President. The President shall be empowered to appoint one Director for the term of one (1) year. The term of office for each of the Directors/Officers shall be for one (1) year. Present officers/directors may serve additional terms if there are no nominations from the nominating committee and or if no volunteers are willing to run for the offices by the November election.
Section E: Meetings - Regular meetings of the Board of Directors shall be held at a place within the Austin area which will be designated by the Board.
Section F: Voting - A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of Board of Directors, unless, a greater number is required by law, the Articles of Incorporation, or the By-laws.
Section G: Compensation - Directors shall not receive any compensation, fee, or salary for their services as Directors, but by resolution of the board, compensation may be allowed to any Director for any moneys or expenses actually incurred and paid by any Director for any moneys or expenses actually incurred and paid by any Director for the benefit of the AACC.
Article VIII: Powers of the Board of Directors
The Board of Directors shall have power to call meetings of the AACC when it deems it necessary to conduct, manage, and control the affairs, relations, and business of the Club, and to make rules not inconsistent with the laws of the State of Texas, for the guidance and management of the affairs of the AACC. The Board of Directors shall have power to incur indebtedness, the terms and amount which shall be entered into the minutes of the Board, and the note of obligation, if any, given for the same, signed officially by the President and the Secretary, shall be binding on the Club. The Board of Directors may appoint such other officers, agents, or committees as it deems necessary and shall fill all temporary vacancies that may occur during the year in any club office.
Article IX: Summary
These by-laws were written only as a guide for the operation and business meetings of this Club, the AACC. They should by no means distract from the goals of the Club contained in Article I, Section B.
General Operating Procedures
January 1997
1) Club Tour Co-Pay
2) Door Prizes
Two (2) door prizes may be given at each regular monthly meeting. The value shall be $10-12 each for a total Club expense of approximately $25 per month.
3) Meeting Host
The AACC will pay $50 to the host to help defray food costs for a monthly meeting where 25 or fewer members are in attendance. An additional $1.50 will be paid to the host for each person over the number of 25. Each member is requested to bring a food item to share with other members.
4) Club dues/renewals
Renewals are $10 per year. New membership dues are $20. No renewals will be accepted after January 1st of the new business year. All applications received after December 31, new or renewal, will be considered ‘new memberships’ and subject to the $20 new membership fees.
5) Christmas Party
The annual Christmas party shall be free for all Pate workers and 1/2 price for all other Club members. Guests shall pay full price.
6) Club Jackets
Club jackets can only be earned by working 2 shifts at the Pate Swap Meet. There shall be NO exceptions. There shall be only one jacket per member unless lost, stolen or worn out. A member may earn a jacket for his/her spouse. New members and members who have not previously earned a jacket will be given first choice for Pate work. A jacket will be given whether there is work available or not as long as the member was scheduled for a minimum of 2 shifts. However, if work is offered and the member refuses, no jacket will be awarded.
7) Committees
The president has the option to appoint members to committees to assist in Club operations. Some of these appointments may be:
a) Tour director
b) Texas Tour Chairperson/registration chairperson
c) Tri-City Tour Chairperson/registration chairperson
d) Car of the Month Trophy chairperson
e)Door Prize chairperson
f) Sunshine chairperson
g) Membership chairperson
8) Pate Director and Alternate
The Pate director or alternate shall NOT vote to remove any members from Pate without approval of the AACC Board of Directors and without approval from the AACC membership.
The Pate director and alternate shall be reimbursed actual costs up to $50 each for regular PATE meetings and actual costs up to $100 each for the combined meeting which coincides with the Pate Swap Meet.
9) Sunshine
Guidelines for expenditures for Sunshine from the Club shall be:
a) Illness when member is at home or one-day surgery - Get Well card
b) Hospitalization (not including one day surgery) when member is hospitalized for at least one night - Plant or fresh flower bouquet - $35 limit
c) Death/funeral - Flowers to the funeral home or a monetary memorial - $75 limit
d) Special Circumstances - with Club President’s approval and $ limit decision
These guidelines shall apply to all members and their immediate families which shall include husband, wife, children, or parents.
All club members shall be responsible for informing the Sunshine chairperson of any illness, hospitalization, or death so cards, flowers, or a memorial can be sent in a timely fashion.
10) Prospective Members: The membership of the AACC is limited to 100 members. However, additional members may be voted into the Club after they have attended at least 2 meetings as “prospective members. No co-payments or other Club benefits shall be granted until full membership is attained.
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