Antique Studebaker Club Bylaws – The Antique Studebaker Club

1. The name of the organization is The Antique Studebaker Club, Inc., referred to herein as the “ASC” and “Club”. The Antique Studebaker Club was founded in April of 1971. It is incorporated under the laws of the State of California as non-stock, nonprofit social and recreational club (Corporation # 664229. ) It has been granted federal income tax exemption under the provisions of the Internal Revenue Code 501(c)(7). The club is supported exclusively by membership dues and donations, and no portion of its income is derived from public funds.

2. The purpose of the Club is: (1) To encourage and promote the acquisition, restoration, and maintenance of Studebaker-built vehicles designed, engineered, and/or produced through 1946, plus M-series trucks through the 1948 model year: and (2) To promote the study of the historical aspects of the Studebaker Corporation, its subsidiaries, and predecessor corporations. Activities include the publication of a journal for distribution to all members not less than six (6) times annually.

ARTICLE II – MEMBERS

1. Any person who has submitted a properly completed membership form will become a Member upon payment of the designated fees. The ASC encourages ownership and restoration of Studebaker vehicles, but vehicle ownership is no required for membership.

2. Membership fees will be established by the Board of Directors (“Board”) to be paid annually.

3. TheAntique Studebaker Club no longer offers Life Memberships.

4. Expulsion from Membership: Any Member whose conduct is judged not to be in keeping with the best interests of the Club may be expelled after receiving a hearing by the Board. A notice of the charges shall be forwarded to the Member considered for expulsion by registered mail, and a period of sixty (60) days will be allowed for a response. A vote of ¾ of the Board will be required for expulsion. In the event a Life Member is expelled, the Board may vote to refund a portion of the prepaid life membership fee.

5. Honorary and Complimentary Members shall be exempt from the payment of dues and shall have all active membership benefits except as noted below. Both Honorary and Complimentary memberships shall be granted for one year and each shall be reviewed for renewal at Annual Board Meetings.

a. Honorary membership may be bestowed upon individuals or entities who or which have made outstanding contributions to the Club; honorary individual members may vote and may hold a Club office.

b. Complimentary members shall be those persons or entities approved by the Board and they shall not have the right to vote or hold a Club office.

ARTICLE III – BOARD OF DIRECTORS

1. The Directors:

The governing entity of the Club is the Board of Directors which consists of eight (8) members elected by the Members. The elected Directors may, at their discretion, appoint up to four (4) additional Board members.

2. Terms of office:

Elected Board Members will serve two-year terms commencing at the conclusion of the Annual Board Meeting following their elections, and extending through the second Annual Board Meeting following their elections. A “year”, therefore, is the length of time between one Annual Board Meeting and the subsequent Annual Board Meeting. Elections for Board Members will be held during even-numbered years, and election ballots will be published in the “Review”. Appointed Board members will serve one (1) year terms commencing at the conclusion of the Annual Board Meeting following their appointment at the same time as the Elected Directors assume office. Appointed Board Members’ terms will extend through the conclusion of the next Annual Board Meeting; they may be reappointed by the Board. The appointment of the additional Directors will be the second to last order of business of each Annual Meeting.

3. Elections for Directors:

Elected Board Members shall be elected by a vote of the Members. Each Member is permitted one (1) vote. In advance of elections, the President shall appoint a Nominating Committee of not less than two (2) individuals, one being designated as chairperson. The Nominating Committee shall publish a notice in the Club publication of accepted nominations. All current Members are eligible for election to the Board. Any Member accepting nomination must agree, if elected, to attend the two Annual Board and at least 75% of any video conference meetings held during a year plus the two General Membership Meetings following his/her election. The Nominating Committee shall secure at least ten (10) nominees for each Board Election.

4. Board members Qualifications:

Board members set policy for the Club and are often the face of ASC to its members. As such, they must be knowledgeable about the workings of the Club, its history and its activities. He/she must be familiar with the Bylaws. A Board Member must also be discreet. Communications between Board members should not be shared outside the Board and the interests of the Club must be paramount in all Board member’s activities.

5. Nominating Committee:

The chairperson of the Nominating Committee shall forward a slate of nominated candidates to the editor of the “Review” for inclusion in the March- April issue in the election year, along with a brief biographical sketch of each nominee. The ballot and related information is required to appear in only one (1) issue, and it will contain the name of the Nominating Committee Chairperson, the manner in which votes are to be cast, and the due date for voting to be completed. All ballots will be retained and given to the Board at its next Annual Board Meeting. Names of the elected Directors will be published in the club publication.

ARTICLE IV – OFFICERS

The officers shall consist of a President, Vice-President, Secretaryand a Treasurer. These officers are to be elected by a plurality of the Boardas its final order of business at the Annual Board Meeting. Officers’ terms of office shall be one (1) year and shall commence at the conclusion of the Annual Board Meeting and extend through the conclusion of the next Annual Board Meeting. Officers shall be elected from the list of Directors assuming office at the conclusion of the Annual meeting. Officers shall continue to have the rights and responsibilities of members of the Board of Directors and shall be considered Board members.

1. Duties of Officers:

A. President:

The President shall be the chief executive officer of the Club and shall preside at all meetings of the Board. He/she is empowered to appoint committees, set the agenda for the Annual Board Meeting, call for special meetings of the Board, report periodically to the membership through the Club publication, and initiate such action as shall be required to ensure the efficient functioning of the Club.

B. Vice-President:

The Vice-President shall serve in the place of the President in the President’s absence, and will assume the responsibilities stated in 4. A., above, and should the presidency be declared vacant by a majority of all elected and serving Directors. The Vice-President shall also be responsible for Club promotion and new member recruitment, as well as other duties the President or the Board may assign.

C. Secretary:

The Secretary shall keep and publish, in the Antique Review, within 6 months of the meeting, the minutes of all meetings of the Club and the Board. The Secretary shall be the custodian of all Club non – financial records. The Secretary shall also conduct the routine correspondence of the Club and if so directed by the President, publish meeting agendas, in coordination with the Club publication Editor, and conduct other Club-related correspondence.

D. Treasurer:

The Treasurer shall collect, hold, disburse, and invest all funds of the Club, maintain Club financial and accounting records, and provide reports of Club financial operations to the Board on a schedule the Board will establish. If required by the Board, the Treasurer shall also provide an annual budget proposal, which will be considered by the Board at the Annual Board Meeting.

2. Vacancies:

A vacancy on the Board, or an Officer vacancy, caused by death, illness, resignation, or expulsion of a Director or Officer may be filled by presidential appointment with the concurrence of the Board. The Board, at its discretion, may declare a vacancy in any office due to non-participation and fill it in the above manner.

3. Responsibilities and Rules of Order:

The Board is empowered to conduct all ordinary business of the Club. It can determine its own rules for the conduct of business, but it may hold no closed meetings, except for executive sessions noted below. The Board may elect to meet in executive session (i.e. a closed meeting) only to,

a) discuss pending litigation, b) discuss personal matters, or c) discuss contracts or bids. Not less than 2/3 of the elected and appointed Directors shall constitute aquorum for conducting the Club business. Unless otherwise specifically stated, all motions are approved once they receive a majority vote of those present and voting. Proxies will not be permitted.

4. Voting by Mail or Video Conference:

Most club business will be conducted at the Annual Board Meetings. In addition to the Board meeting that is held during the Annual Meet, the Board is authorized and may hold additional meetings by telephone or video conference. Prior to any additional meeting each Board member will receive an agenda or a list of issues to be discussed at the meeting. A majority vote of all elected and serving Directors is required for approval of Board action during such a meeting. The Secretary will record any such voting activity and report it at the next Annual Board meeting for ratification, as necessary. A majority vote of all directors is required for approval. The Secretary will record any such voting activity and report it at the next Board Meeting for ratification, as necessary.

In the event of an emergency, the President shall have the power to render decisions after conferring with the Board via telephone, email or video conference of the emergency and the action proposed. A unanimous vote by the Directors is required to authorize such action. All emergency decisions will be reported to the Board at its next meeting for ratification and recording by the Secretary.

5. Paid Positions:

The Board may establish certain paid positions within the club as they see fit. Paid positions may include, but not be limited to: a) Membership Director, b) Editor, and c) Printer.

It is the policy of the ASC to require bids for paid positions. The term of the bid can be for any length of time specified by the Board (i.e. annually, bi-annually, etc.). Bids shall be requested to be submitted to the President so they are received in time to be presented at the Annual Board Meeting. The specific duties and responsibilities of each position shall be determined by the Board. Award of contracts will be on the basis of overall best interest of the Club, as determined by the Board.

ARTICLE V – ANNUAL BOARD MEETING

The Board will meet at least once during each calendar year to conduct the Club’s business; such Annual Board Meeting will be held preceding the Annual General Membership meeting outlined in ARTICLE V, below.

ARTICLE VI – GENERAL MEMBERSHIP MEETING

A meeting of the general membership will be held annually at a place and time designated by the Board. Notification of that meeting will be included in the Club publication issue that is certain to be received by Members at least thirty (30) days prior to the date of the meeting. The President, or the Vice-President in the President’s absence, shall preside at the membership meeting and establish its agenda. If the President and the Vice-President both are absent, the Board shall appoint another Board member to preside at the meeting.

The purpose of the membership meeting is to allow member input into Club policy. Any Member may ask questions, make suggestions, or present petitions. Membership meetings are advisory for Board consideration, and all actions for and on behalf of the Club and its membership are conducted by the Board of Directors.

ARTICLE VII – AMENDING THE CONSTITUTION AND BY-LAWS

This document may be amended by a vote of 2/3 of the elected and serving Directors. Amendments may be initiated by the general membership in the manner prescribed below:

Member-initiated amendments to this document require a petition signed by 10% of the total number of Members, determined by the Club’s membership office at the end of the month preceding the date of initiation of the proposed amendment. This petition will be presented to the President for verification of compliance with this requirement. Upon such verification, the President will forward the proposal to the Club publication’s editor for publication in the next issue. At least sixty (60) days will be allowed for members to cast ballots, and the published notice will include the instructions regarding the manner of voting. A vote of the majority of those returning ballots is required to approve the amendment(s) proposed.

ARTICLE VIII – NATIONAL AND REGIONAL MEETS

1. National Meets:

The ASC shall sponsor a National Meet to be held annually. The dates and the location of each annual meet shall be determined by the Board of Directors. The President shall appoint a Meet Chair with the concurrence of the Board. A complete report of all aspects of the Meet will be submitted by the Meet Chair to the President in a timely manner after its conclusion. The Club shall develop a meet handbook to assist the Meet Chair with his/her responsibilities.

2. Regional Meets:

Regional or Zone Meets of the ASC shall also require approval of the Board. Anyone proposing to hold such a meet should contact the President stating the dates, time, and the specifics of the proposed meet and request approval in order for the Club’s liability insurance coverage to be effective for that meet. No meet ads will be published in the Club publication unless Board approval has been secured. The Board may authorize the President to approve Regional/Zone Meets on its behalf, with such approval reported at the next Board meeting.

3. Financing Meets:

Meet Chairs should plan meets to be self-sustaining (i.e. income to match from the Club Treasury for “up front” money, which will be returned to the Club Treasury after the Meet. No income exceeding expenses shall accrue to the benefit of any individual. The ASC reserves the right to require a financial report from Meet Chairs/Committees.

ARTICLE IX – GENERAL

1. No bylaws provision conflicting with State or Federal law shall be adopted.
2. The Club shall incur no expenses that cannot be met with available funds.
3. The Club shall not be merged with, nor become a subsidiary or branch of any other club or organization.
4. The Club, by action of its Board, may purchase insurance, and take any other action consistent with, and appropriate to the purpose outlined in Article I, Section 2, above. 5. The Club name, emblem/logo or roster shall not be used for any commercial or charitable purpose whatsoever without specific written consent of the Board. A Club Member, as an individual, is free to participate in any activities of his/her choice; however, the Club name or emblem/logo shall not be used in any manner not authorized by the Board or the President nor in any manner inconsistent with the Club Trademark and Logo Guidelines. 6. The ASC encourages the formation of Chapters according to the following procedures:

Step 1: An individual or group seeking to form a Chapter shall submit to the ASC President a letter or request stating the name and the general geographic area to be encompassed by the proposed chapter. The President shall have the authority to approve or deny the application, including any agreed changes or amendments, and communicate to the applicant(s) within thirty (30) days of receiving the request. If the request is denied, the applicant(s) may appeal the decision of the Board. If it is approved, the applicant(s) may proceed to step 2.

Step 2: The applicant(s) may proceed to make up a constitution and bylaws for the Chapter and to elect (select) a temporary executive governing group. When the constitution and bylaws are completed, they shall be submitted to the ASC President, who in turn, will submit them to the ASC Board. The Board has the final authority to approve or disapprove the formation of the Chapter. The decision will be communicated to the applicant(s) in a timely manner. Step 3: If approved, the new Chapter may proceed to adopt its constitution and issue a publication, etc. The Chapter shall have its own bank account and no chapter funds shall be held in personal accounts of any Members or ever accrue to the benefit of any individual. All Chapter members must be Members of the ASC.

Chapters may be required by the ASC Board to submit periodic reports regarding Chapter bylaws, membership, officers and directors, financial condition, etc. Failure to provide any such requested information can result in the Board’s revocation of the Chapter’s charter.

Upon dissolution of a chapter, all Chapter funds or assets will be disposed of in a manner similar to that outlined in Section 8 of this Article VIII, subject to approval of the Board.

7. The Antique Studebaker Club, Inc. assumes no liability for personal injury or property damage caused by any member or any other individual operating a vehicle on any tour or function sponsored by the Club or its Chapters. Each member is expected to carry adequate personal and property damage liability insurance for their vehicle. Whenever any Member participating in any Club Concours, tour, or driving event, that member certifies that his/her vehicle is insured, and releases the ASC from any liability that may arise during the Concours, tour, or driving event.

8. No part of the Club income/revenues or assets shall ever accrue to the benefit of any Officer or Member, or to the benefit of a private individual. Upon dissolution of the Club, its assets remaining after payment of all debts and liabilities of the club, in accordance with a plan to be developed and approved by the Board, shall be distributed to a non-profit club, fund, or corporation organized and operated exclusively for recreational or charitable purposes, and which has established a tax-exempt status under Section 501(c of the Internal Revenue Code.

9. Indemnification: This Corporation shall indemnify to the fullest extent authorized or permitted by the laws of the State of California, as now in effect or as hereafter amended, any person made or threatened to be made a party to threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative, or investigative, including an action by or in the right of the corporation) by reason of the fact that he or she is or was a Director, Officer, employee, or agent of this Corporation or serves any other enterprise as such at the request of this Corporation.

The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from this Article VIII, Section 9. The foregoing right of indemnification shall continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE X – THE CLUB STORE

1. ASC has a club store which offers merchandise, such as badges, hats, bags, jackets and other apparel for sale to the membership and others. The Club Store Manager is responsible for maintaining the inventory of the store, transporting merchandise to various meets and making available a variety of items members may wish to purchase.
2. In the course of operating the Club Store, the Manager incurs expenses such as shipping and packaging expenses. The Club President, at his/her sole discretion, may pre-approve up to $1000.00 to reimburse Club Store shipping expenses for merchandise shipped commercially, or for member shipped merchandise, an amount based on the current IRS Charitable one-way mileage rate plus consideration for return shipping expense, up to a limit of

$1000.00, whichever is less. The President may request from the Club Store manager an estimate of the expected expenses and whether the expected Club Store sales will be sufficient to determine if reimbursement is feasible, and if so, how much. The President may request from the Treasurer prior reimbursements made for Club Store shipping expenses to verify the pending request is generally consistent with past reimbursements. These actions shall be reviewed and approved in advance of merchandise shipping expense being incurred. If the Club Store operator and Club President are the same person, the Club Vice President shall approve the reimbursement of Club Store shipping expenses using the above criteria.
3. The Club Store Manager will also ensure that any logo that is used on club merchandise be consistent with the ASC registered trademarks, if applicable.