Mid-Atlantic Chapter - NCRS
   
Mid-Atlantic Chapter, NCRS
Bylaws - December 2, 2006
Article I - Name and Purpose
  • 1.1 - The name of the organization shall be Mid-Atlantic Chapter of NCRS, Inc.
  • 1.2 - The general purpose of the Chapter shall be the preservation, restoration and enjoyment of early Corvettes and anything related, consistent with the purpose of NCRS.
  • 1.3 - The Chapter shall not be conducted or operated for profit, and no part of any profits or remainder or residue from dues or donations to the Chapter shall incur to the benefit of any member or individual
Article II- Membership
  • 2.1 - Membership in the Chapter shall be limited to NCRS members in good standing and having paid such annual Mid-Atlantic Chapter dues as required.
  • 2.2 - Annual dues shall be payable by calendar year. One-half year dues are accepted after July 1. Dues structure and amount shall be evaluated yearly by the Board of Directors. Members failing to pay dues by March 15th shall be dropped from the roll.
  • 2.3 - Members are entitled to all Chapter privileges.
  • 2.4 - Any member may be asked to resign for cause as may be determined by the majority of the Board of Directors as being in the best interest of the Chapter.
  • 2.5 - Any member may resign at any time, however, there shall be no refund of dues paid to the Chapter. Former members may rejoin by meeting the requirements as stated in Article 11, paragraph 2.1 and 2.2, except one half year dues do not apply.
  • 2.6 - Active Members are those who are active members of NCRS and who have paid Chapter dues. Associate Members are the spouse and minor children (under 18 years of age) of Active Members.
 
Article III - Membership Meetings
  • 3.1 - An annual meting shall be held each year for the purpose of electing officers for the following year and holding an open forum to discuss general Chapter business.
  • 3.2 - In addition to any provisions of the Bylaws, special meeting of the membership may be called by the President or by the majority of the Board of Directors.
  • 3.3 - Notice of meetings, stating the place, day and hour of meeting of the members, shall be given by the Secretary and sent not less than two weeks prior to such meeting to each member.
  • 3.4 - During all meetings of the membership, a majority vote of Active Members present shall prevail unless otherwise provided by the Bylaws.
  • 3.5 - Voting may be conducted by mail ballot if agreed upon by a majority of the Board of Directors. There must be a response by at least 51 % of the active members before a mail ballot vote can be considered binding. A majority of those voting shall prevail unless otherwise provided by these Bylaws.
 
Article IV - Officers and Board of Directors
  •  4.1 - The officers of the Chapter shall be the Chairman, Vice-Chairman, Secretary, Treasurer and Judging Chairman and they shall be elected by the membership at large at the annual meeting as per Article III, paragraph 3.1. They shall be elected for terms of one calendar year.
  • 4.2 - The purpose of the Board of Directors is to provide strategic direction for the chapter and to make high level decisions on recommendations brought to the BOD. The Board of Directors shall be comprised of the current elected officers, the MAC Regional Directors, the Membership Manager and all Past Chairmen of the Chapter . The four Regional Directors, (Northeastern, Southeastern, Southwestern and  Western Regions) and Membership Manager shall be appointed by the newly elected officers of the Chapter as soon as practical, but prior to the start of the new calendar year.  Managers and Ambassadors shall also be appointed by the newly elected officers as soon as practical. They shall be: Signal Seeker Editor-in-Chief, National Corvette Museum Ambassador, Properties Manager, Web Site Manager, Merchandise Manager  and such other Managers, not to exceed two, as deemed desirable for managing the affairs of the Chapter. The MAC Board of Directors will also name the MAC Technical Resource personnel at this first Board Meeting. All Managers, Ambassadors and Technical Resource personnel shall be appointed for one year terms.
  • 4.3 - In the event that any of the officers shall resign or become unable to hold office before the end of an elected term, the Board of Directors shall appoint a member to fill the vacancy of said term. 
  • 4.5 - Current Officers, Past Chairmen on the Board, and appointed Managers and Ambassadors shall be Active or Associate chapter members. The Current Officers and the Area Reps shall each have a vote on the Board regardless of class of membership in the Chapter.  The Membership Manager will v ote in the case of a tie vote.  The Past Chairmen act as advisors to the BOD and are therefore not voting members of the Board.  All Managers and Ambassadors are expected to attend all BOD and membership meetings where they may be called upon to make reports and to provide advice.  However, they also are not voting members of the BOD.
  • 4.6 - Board meetings may be called by the Chairman or any two Officers. Notice of meetings, stating the place, day and hour shall be given not less than two weeks prior to such meeting to each Board Member, including the Past Chairmen and the appointees, but the two-week requirement may be waived by a majority vote of the voting Board members. Fifty percent of the voting Board members shall constitute a quorum for purposes of voting at Board Meetings. During all meetings of the Board, a majority vote of the voting Board members present shall prevail unless otherwise provided by these Bylaws.
  • 4.7 - A Board member may resign at any time by notifying the Chairman or Secretary in writing. A Board member may be removed for cause only with a 2/3-majority vote, of those voting, after the Board member has been informed of the charges against him or her and after an appropriate hearing before the Board. Sufficient cause includes failure to exercise full responsibility of office or position.
  • 4.8 - The Board shall adopt an annual budget, which shall be published in the Signal Seeker.
 
Article V - Duties of Chapter Officers and Directors
  • 5.1 -The Chairman shall be the Chief Executive of the Chapter presiding at all meetings of the membership and the Board of Directors and shall be responsible for the day-to-day business and social functions of the Chapter. The Chairman may call special meetings of members under the provisions of Article III. The Chairman with the consensus of the other elected officers shall appoint such committees as deemed desirable from time to time and shall outline the duties and responsibilities of such committees. 
  • 5.2 -The Vice Chairman, in the absence of the Chairman, or due to the Chairman’s resignation or inability to act, shall perform those duties usually appertaining to that office. The Vice-Chairman shall also coordinate activities and handle technical coordination and public relations.
  • 5.3 - The Secretary shall attend all meetings of the members and Directors and shall record all minutes and votes in a book for this purpose.  The Secretary shall give all notices of meetings required by Law or these Bylaws and shall perform all duties incident to this office, required by Law or the majority of the Board of Directors.  The Secretary shall have custody of the Chapter records, shall retain all current and previous records indefinitely and shall submit all required reports necessary to maintain the active incorporated status of the Chapter. In the absence of the Secretary from any of the said meetings, the presiding officer shall choose a substitute.
  • 5.4 - The Treasurer shall, subject to such conditions and restrictions as may be made by the Board of Directors, have custody of all monies, debts, and obligations belonging to the Chapter. The Treasurer shall receive all monies of the Chapter and deposit it in the Chapter account. The Treasurer shall make all payments of the Chapter debts upon approval of the Board of Directors. All contracts, checks, drafts, notes or other orders for payment of money shall be signed in the name of the Chapter by the Treasurer and counter signed by the Chairman, or, in the event the Chairman is unavailable, the Vice-Chairman. The Treasurer shall give a report on the financial status of the Chapter at all Chapter and Board of Director meetings. The Treasurer is responsible for maintaining the Not for Profit status of the Chapter and for submission of all reports to local, state and national tax collection agencies. The Treasurer shall incur no obligation, debt or other liability without the specific approval of the Board of Directors. Specific approval may be achieved through approval of an annual budget, expenditures over and above budgeted amounts for each budget line item and non-budgeted items.
  • 5.5 - The Judging Chairman shall be responsible for planning and coordinating judging schools and flight judging at Chapter meets, including recruiting or designating judges. Judging Chairman shall maintain the Chapter Judging Manuals, equipment and supplies in adequate quantity.  The Judging Chairman should be active in local and regional judging activities and preferably be a Master Level Judge.
  • 5.6 - The MAC Regional Directors will perform the following duties:
    • 5.6.1 Solicit and promote new membership in his/her area.
    • 5.6.2 Actively and regularly participate in Chapter activities
    • 5.6.3 Sponsor at least one Technical Session in his/her area during the ”Plan Year”.
    • 5.6.4 Sponsor other activities in his/her area primarily for the benefit and enjoyment of Chapter members in that area. Examples of such activities include:
      • Outings to car events/cruises in his/her area
      • Social events such as dinner out
      • Road Tours; e.g., to Chapter events
      • 5.6.5 Promote participation in Chapter events by regular communication with members in his/her area.
      • 5.6.6  Ensure that at least one article by a member of his/her area is submitted for each issue of the Signal Seeker
  • 5.7 - The Editor-in-Chief shall prepare, publish and distribute the Chapter's newsletter, the Signal Seeker, on a quarterly basis, shall have custody of the chapter scrapbook, shall keep copies of the past and newsletters and publications, and shall assist the Vice Chairman in all aspects of Public Relations information about the Chapter. 
  • 5.8 - The Membership Manager shall keep an up-to-date roll of all Chapter members, be responsible for the Chapter Membership Managery, collect the Chapter dues and turn them over to the Treasurer, distribute membership applications to prospective new members.  The Membership Manager shall work with the NCRS Membership Services Manager to verify that Chapter members are members in good standing with NCRS.            
  • 5.9 - The National Corvette Museum Ambassador shall be the primary liaison between the Chapter and the National Corvette Museum.
  • 5.10 -T he Properties Manager shall maintain control over all tools and restoration equipment owned by the Chapter loaning them to Chapter members upon their request and insuring they are returned.
  • 5.11 -The Merchandise Manager shall receive orders and monies from the membership for available items with the Chapter logo, obtain such items from suppliers, and turn over all receipts to the Treasurer.
  • 5.12 - The Web Site Manager shall maintain the Chapter Internet Web Site updating it as required.
  • 5.13 - MAC will maintain and publish in the Signal Seeker a list of chapter members that have a specific area of expertise and are willing to share that expertise to help fellow MAC members.  Being listed as a MAC Technical Resource includes the additional responsibility of taking an active lead in the specific area of expertise by contributing at Chapter Tech Sessions and Signal Seeker articles as appropriate. This MAC Technical Resource listing will roughly reflect the National NCRS division of Model Year & Technical Advisors and will be maintained on the MAC web site and published in the Signal Seeker.
 
Article VI - Agreements with NCRS
  • 6.1 - Each year, by June 30th, the MAC BOD shall appoint a 3 member “Nominating Committee”. Nominating Committee members shall meet the following criteria:
  • 6.1.1 - Shall be active members of MAC. In particular the appointees shall have been active in Chapter events over the past two years.
  • 6.1.2 - Through his/her past participation in Chapter events each Nominating Committee member shall be expected to know the greater percentage of active chapter members.
  • 6.1.3 - Has no intention of being nominated for an office.
  • 6.1.4 - The Nominating Committee should include at least one of the three immediate past Chapter Chairmen.  A past Chapter Chairman will be the Chairman of the Committee.
  • 6.2 - The Nominating Committee has the primary responsibility of proposing a Slate of Nominees to serve as MAC Officers on the MAC BOD for the coming year which shall be achieved by fulfilling the following subordinate responsibilities:
  • 6.2.1 - Must familiarize themselves with the MAC By Laws provisions regarding the elected officers, their duties and the election process.
  • 6.2.2 - Propose a Slate of Nominees with at least one nominee for each elected office (e.g., Chairman , Vice Chairman , Secretary, Treasurer and Judging Chairman). It is preferred that if possible, t he Slate of Nominees have more than one nominee per office . The Slate of Nominees need not have the same number of nominees per office.
  • 6.2.3 - Openly seek volunteers for nominees by all methods of communications to Chapter members including email communication and notices in the Signal Seeker.
  • 6.2.4 - Consult with current officers regarding their desire to continue serve in their current elected position or seek another office.
  • 6.2.5 - Consult with past officers regarding potential nominees.
  • 6.2.6 - Ensure, in its collective opinion, that each nominee is qualified for the position being considered.
  • 6.2.7 - Ensure that no Chapter member is nominated for more than one office.
  • 6.2.8 - The Committee shall have the authority to not accept a volunteer or suggested nominee. The Committee shall advise the volunteer or the member who suggested the person why the person will not be nominated by the committee advising that person that nominations can be made from the floor at the annual meeting.
  • 6.2.9 - Advise the Chapter Chairman of the Slate of Nominees prior to publishing the list to the membership at large.
  • 6.2.10 - Publish the Slate of Nominees in the Signal Seeker in advance of the annual meeting during which the election will occur. If the Committee cannot publish the Slate of Nominees in the Signal Seeker in advance of the annual meeting the Committee shall distribute the Slate of Nominees via whatever practicable means possible including via email, direct mail or any other direct communication to all Chapter members.
  • 6.3 - The Election Process at the Chapter Annual Meeting shall be as follows:
  • 6.3.1 - The Elections are a normal part of the Chapter Annual Meeting “Order of Business”. As such the Chapter Chairman, or his delegate, presides over the election process.  If at any time during this process the Chairman becomes a candidate for a contested office, he will relinquish conduct of the meeting per these Bylaws.
  • 6.3.2 - The Slate of Offices proposed by the Nominating Committee shall be placed in nomination by the Chairman of the Nominating Committee or his delegate. Upon this motion being dully made and seconded the responsibilities of the Nominating Committee ends.
  • 6.3.3 - The Chapter Chairman shall then open the floor to additional nominations and ask “Are there any further nominations for this office?” If no nominations are forthcoming from the floor, the Chairman shall announce that the nominations for the respective office are closed.
  • 6.3.4 - Upon closing the floor to nomination for the office of Chairman, the Chairman shall announce “Nominations are closed”. The Chairman shall then request a motion and second for a “Vote of Acclamation” for all offices having only one nominee. The vote on this motion shall be by a show of hands. Should the vote of acclimation fail the election vote will be decided by the ballot process outlined in section below for all offices regardless of the number of candidates.
  • 6.3.5 - During nominations the floor shall not be open for discussion. Following the “Vote of Acclimation” process defined above the Chairman shall invite each nominee for a contested office to speak in his/her own behalf to the members and the Chairman shall invite members to ask questions of the candidates.
  • 6.3.6 - Following the Question and Answer period the Chairman shall name a “Vote Tally Board” consisting of 3 chapter members who are not related to nor have any relationship with a candidate that could be construed as a potential conflict of interest or not being totally impartial or unbiased. A candidate for a contested office may not be named to the “Vote Tally Board”. Upon announcing the names of the “Vote Tally Board” the Chairman shall ask if there are any objections to those members named. If there are any objections the Chairman shall name replacements as required.
  • 6.3.7 - The Chairman shall direct the “Vote Tally Board” to prepare the paper ballots and distribute them to the members. Further conduct of the “Meeting Order of Business” shall be held until the ballots have been distributed, completed, collected, counted and reported in writing by the “Vote Tally Board” to the Chairman.
  • 6.3.8 - The Chairman shall then resume with the order of business.
 
Article VII - Amendments to Bylaws
  • 7.1 - The Chapter shall conform to the provisions of the Bylaws of NCRS, which take precedence in the event of any conflict. 
  • 7.2 - The Chapter shall abide by decisions of the NCRS Board.
  • 7.3 - The Chapter shall follow the direction of the NCRS Chapter Guidelines and Operations Manual.
  • 7.4 - The Chapter shall have all responsibility, financial and otherwise, for any activities it conducts and NCRS shall not be responsible for any debts or other obligations incurred by the Chapter.
  • 7.5 - The Chapter shall accept as active members, all active members of NCRS and only active members of NCRS.
  • 7.6 - The Chapter shall levy its own dues and have its own publication.
  • 7.7 - The Chapter shall keep accurate books and records of accounts on the calendar year (January 1 to December 31) basis.
  • 7.8 - The Chapter shall elect its officers and positions to serve on a calendar year basis.
  • 7.9 - The Chapter shall use "Roberts Rules of Order" for its parliamentary authority.
  • 7.10 - The Chapter shall use the following Order of Business for its business meeting, to wit:
      • Registration of those present
      • Presentation of any proxies
      • Call to order by the presiding
      • Reading of the minutes of the previous meeting by the Secretary or his/her designate        
      • Treasurer's report
      • Committee reports
      • Unfinished business
      • New business
      • Old business
      • Election of Officers
      • Comments by officers or others
      • Adjournment
 
Article VIII - Dissolution
  • 8.1 - The Board of Directors of the Chapter or any ten active members in good standing, by written proposals submitted to the Secretary, may propose an amendment to these Bylaws. Upon such proposal being made, a copy thereof shall be included in the notice of the next meeting of the members. If two-thirds of the active members present vote in favor of the proposed amendment(s) at the meeting, the proposed amendment shall thereby be approved and adopted.

 
Article IX - Financial Policy
  • 9.1 - All chapter financia1 matters shall be conducted in accordance with the NCRS Policies, Accounting and Procedures Manual.
  • 9.2 - The financial records of the Chapter, to include, but not limited to, judging, membership events, and merchandise sales, shall be audited annually. The Board of Directors shall appoint an auditor or an audit committee for that purpose.  Financial records shall be made available for audit by the 15th of January after the end of the calendar year accounting period.   The Audit Report shall be completed no later than March 31 next.  The results shall be reported to the membership in the next issue of the Signal Seeker.
  • 9.3 - The Chapter shall indemnify any person who was, or is, a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including all appeals (other than an action, suit proceeding by or in the right of the Chapter) by reason of the fact that the person is or was a director, officer or member of the Chapter, against expenses (including attorney's fees), judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Chapter and, with respect to any criminal action or proceeding had no reasonable cause to believe the conduct was unlawful.
Article X - Dissolution
  • 10.1 - Upon dissolution of the Chapter, assets remaining on the effective date of dissolution must be contributed to another non-profit organization.  Disposition of the Chapter’s assets shall be determined by the Board of Directors.   
Mid-Atlantic Chapter NCRS ©2007
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