Member Area

Proposed By-Laws 10-28-2021

BY-LAWS of Massachusetts “Cruisers” Auto Club

Wrentham, MA. 02093

ESTABLISHED: JANUARY, 1991

RECORD OF CHANGES

 

DATE

CHANGE

Aug.1, 1998

Club property “rules” added, but never incorporated into bylaws. See page 13.

Sept.12, 2000

Revision of Art. XI, Section 1 by vote of membership. Added, Use “or sale”….

April, 2002

Revision of Art. VIII, Section 1, by vote of membership. Added, …a quorum shall

consist of all directors, “and any member present in good standing.”

July 21, 2004

Computer file base-lined from hardcopy received from Bill Davis. Dates identifying changes to bylaws prior to 7/21/04 were taken from Bills’ notes on the hardcopy.

Nov. 16, 2004

Changes below approved at General Meeting;

a.              Add Club Property “rules”, as written and approved in Aug, 1998, as Section 2 of Article XI of the by-laws.

b.             Change “January” in Article VI, Section 1 to “December”. Add to the same

section the following; “New officers to become effective at beginning of fiscal year.”

April, 2006

Approved at General Meeting – Changed Article III, Sections 3 & 4, for voting in

new members; added for Art. III, Section 8 on Inactive membership.

June 2011

General Update, family memberships, removed “Corporation” & “Board of

Directors”, added “split dues” for new members, added Article II Section 2. Approved at June 2011 General Meeting.

August 2013

To resolve conflict between Article V, Section 3, last sentence and Article VIII, Section 1, last sentence. Added Article VIII, Section 6 for ease of Club operation.

October 2013

Article IV dues, Section 1, exempts long term members from paying dues after the age of 75.

August 20, 2019

See recorded minutes of the August 20, 2019 meeting for specific changes approved at that meeting.

To be established

when voted in

By-Laws rewritten to revise the Club’s method of operation and structure

 

 

 

Index

Page No.

 

ARTICLE I: NAME & INSIGNIA………………………………………… 4

ARTICLE II: PURPOSE……………………………………………………….. 4

ARTICLE III: ORGANIZATION…………………………………………. 4

ARTICLE IV: OPERATION

SECTION 1. BOARD OF DIRECTORS……………………………… 5

SECTION 2. PRESIDENT’S RESPONSIBILITIES……………… 5

SECTION 3. VICE PRESIDENT’S RESPONSIBILITIES…….. 6

SECTION 4. SECRETARY’S RESPONSIBILITIES……………. 6

SECTION 5. TREASURER’S RESPONSIBILITIES……………. 6

SECTION 6. SERGEANT AT ARMS RESPONSIBILITIES…. 7

SECTION 7. COMMITTEES…………………………………………….. 7

SECTION 8. GENERAL MEMBERSHIP…………………………… 7

SECTION 9. CONFLICT OF INTEREST POLICY……………… 7

ARTICLE V: MEMBERSHIP

SECTION 1. SIZE……………………………………………………………. 7

SECTION 2. QUALIFICATIONS………………………………………. 7

SECTION 3. NEW MEMBERSHIP PROCESS……………………. 8

SECTION 4. MEMBER TERMINATION…………………………… 8

SECTION 5. CENSURES………………………………………………….. 8

SECTION 6. INACTIVE MEMBERSHIPS…………………………. 9

SECTION 7. LIFE MEMBERSHIPS………………………………….. 9

ARTICLE VI: ELECTIONS

SECTION 1. WHEN AND WHERE…………………………………… 9

SECTION 2. ELECTED POSITIONS………………………………… 9

SECTION 3. ELIGIBILITY……………………………………………… 9

SECTION 4. NOMINEES…………………………………………………. 9

SECTION 5. TERMS……………………………………………………… 10

SECTION 6. VOTING……………………………………………………. 10

ARTICLE VII: DUES

SECTION 1. REQUIREMENTS………………………………………. 10

SECTION 2. AMOUNT………………………………………………….. 10

SECTION 3. WHEN DUE……………………………………………….. 10

ARTICLE VIII: MEETINGS

SECTION 1. MEETING PROCEDURES………………………….. 11

SECTION 2. BOD MEETING…………………………………………. 11

SECTION 3. GENERAL MEETINGS………………………………. 12

SECTION 4. QUORUM & VOTING………………………………… 12

ARTICLE  IX:  AMENDMENT OF CLUB BY-LAWS……….. 13

ARTICLE X: EQUIPMENT AND PROPERTY

SECTION 1. CLUB PROPERTY……………………………………… 13

SECTION 2. AUTHORITY…………………………………………….. 13

SECTION 3: PERSONAL USE………………………………………… 13

ARTICLE XI: DISSOLUTION…………………………………………… 14

APPENDICES

GLOSSARY………………………………………………………………….. 16

ROBERTS RULES OF ORDER………………………………….. 17-24

Comm. of Mass. ARTICLES OF ORGANIZATION………. 25-28

CONFLICT OF INTEREST FORM…………………………………. 29

 

ARTICLE I: NAME & INSIGNIA

SECTION 1. The name of this organization shall be the Massachusetts Cruisers Auto Club Inc., herein after known as the Club.

SECTION 2. The Club shall have such official insignia as the membership may determine.

 

 

ARTICLE II: PURPOSE

SECTION 1. THE PURPOSES OF THIS CLUB ARE TO:

  1. Promote and carry out the education of members and the general public regarding the preservation, ownership and operation of various types of automobiles, including, but not limited to antique, vintage, and or classic
  2. To conduct such other activities and programs as may be carried out by a corporation organized under Massachusetts General Laws Chapter 180 and described in Section (501) (c) (3) of the Internal Revenue
  3. Cooperate in securing legislation concerning such vehicles and encourage careful and skillful driving on public
  4. Provide a social basis in which owners of such vehicles may converse and exchange information, ideas and
  5. Establish a better understanding between the general public and the automotive enthusiast.

 

 

ARTICLE III: ORGANIZATION

SECTION 1. INCORPORATION:

The Club is formed as an educational and charitable organization, under Internal Revenue Code Section 501(c) (3). (See Appendix III, pg. 27.)

 

SECTION 2. STRUCTURE:

The “Club’s” structure shall consist of the following unpaid positions.

Board of Directors:

Elected Directors and Officers

President / Director

Vice President / Director Secretary / Director Treasurer / Director Sergeant At Arms / Director Director At Large (2)

Committee Chairs (as appointed by the president)

General Membership

 

 

ARTICLE IV: OPERATION

SECTION 1. BOARD OF DIRECTORS:

  1. All business and activities must be presented by written motion to the Board of Directors (BOD). Activities not requiring expenditures of club money may proceed upon approval by majority vote of the Board of Directors. Four votes minimum are required for approval. Motions requiring club funds upon BOD approval must be presented to the general membership for ratification by majority vote of the General Membership. (See Article VIII, Section 4 on pg. )
  2. The BOD shall present to the “General Membership” each election year at the December General Meeting a slate of officers and directors running for elected positions.
  3. The BOD will set the Fiscal year on which the Club will

SECTION 2. PRESIDENT’S RESPONSIBILITIES:

  1. The President will, to the best of their ability, provide the leadership necessary for the Club to achieve its stated
  2. The President will chair all meetings of the General Membership and Board of Directors.
  3. The President shall oversee general management of the Club business between meetings and shall see that all orders and resolutions Approved by the Board of Directors and if necessary ratified by the “General Membership” are implemented.

 

  1. President will set time, date and location of all meetings of the BOD and General Membership and provide notification of meetings as specified in Article
  2. The president will appoint committee “Chairs” as necessary to facilitate club activities.
  3. In the event of a mid term vacancy of an essential officer, “President” shall appoint a Secretary and/or Treasurer or any other vital POSITION PRO-TEM AS NECESSARY TO COMPLY WITH THE BY-LAWS.
  4. The President will serve as Chair on the “Board of Directors”. However, in accordance with “Roberts Rules of Order”, while acting as Chair they may not vote on, except to break a tie, or sponsor
  5. The President shall have an annual audit of the Club’s

SECTION 3. VICE PRESIDENT’S RESPONSIBILITIES:

  1. The Vice President will, take over Presidential duties as necessary when the President is not available or is
  2. In the event the office of the president is vacated, the “Vice President” shall serve as president for the remainder of the
  3. The Vice President shall assist with presidential duties as agreed upon between them.

SECTION 4. SECRETARY’S RESPONSIBILITIES:

  1. The Secretary shall preserve in books of the Club the true minutes of all meetings of the General Membership and the Board of
  2. The Secretary shall ensure that the Club logo is affixed to all outgoing correspondence.
  3. The Secretary will be responsible for retaining and filing official club correspondence.
  4. The Secretary is responsible for distributing official club correspondence. This includes but is not limited to meeting notices and membership

SECTION 5. TREASURER’S RESPONSIBILITIES:

  1. The Treasurer shall have custody of all club funds and shall keep the Club’s

books in full and accurate accounts of all receipts and disbursements.

  1. The Treasurer shall be responsible for maintaining sufficient records to prepare and file timely tax returns.
  2. The Treasurer shall, if necessary, open banking or checking accounts in the name of the

 

  1. The Treasurer shall disburse only funds approved by the “Board of Directors” and ratified by the “General Membership.” (See Article VIII, Section 4 on pg. 12.)
  2. The Treasurer shall have and keep on file receipts or invoices or other such documentation which indicates that the payment is
  3. The Treasurer will file an annual report to the Secretary of the Commonwealth Corporations Division as required in Mass. General Laws, Chapter

SECTION 6. SERGEANT AT ARMS’ RESPONSIBILITIES:

  1. The Sergeant At Arms (SAA) is responsible for ensuring that the Bylaws and Standing Rules of the Club are not violated. The SAA is responsible for the safety and security of the Club, as well as the protection and defense of its members and
  2. The Sergeant At Arms shall be in charge of all club property by:
    1. Keeping a list of all durable goods belonging to the Club showing its location and condition and approximate value to be updated
    2. Replacing dispensable goods as necessary at the direction of the
  • Destroying of

SECTION 7. COMMITTEES:

  1. “Committees” are led by a “Chair Person” appointed by the “President.” Responsibilities, purpose and staffing of the “Committee” is at the discretion of the “President” with the approval of the BOD.

SECTION 8. GENERAL MEMBERSHIP:

  1. Members are required to pay annual
  2. “General Members” elect by majority vote all elected

SECTION 9. CONFLICT OF INTEREST POLICY:

  1. No officer or member of the Board of Directors shall have a financial or material benefiting interest from club events, activities, charitable efforts without disclosing such conflict in writing. That the elected officers and Board members will sign a non-conflict-of-interest disclosure form (See Appendix IV) to be kept on file with the club secretary.

 

ARTICLE V. MEMBERSHIP

SECTION 1. SIZE:

  1. Membership in the Club shall be unlimited, except that a limit can be established by a vote of the “BOD” ratified by the “General Membership”. Such limit is to exist only as long as the membership deems necessary. Each membership earns one (1) vote. (See Article VIII, Section 4 on pg. 12.)

SECTION 2. QUALIFICATIONS:

  1. Any person of good character, without regard to race, creed, national origin or gender, who is in sympathy with the purposes of the Club, shall be eligible for membership, with full privileges thereof. A club family membership is assumed to typically consist of a husband and a wife, or two (2) domestic partners and all family members under the age of 18 living in the same household. Junior memberships are also available for children between the ages of 8 – 18 who are not part of a family membership. Children can readily participate in most club events with their parents or
  2. Corporations are excluded from

SECTION 3. NEW MEMBERSHIP PROCESS:

  1. Individuals desiring membership shall so indicate by submission of
  2. The Membership Chair shall review the application for completeness and forward to the
  3. The application, once approved by the BOD, will be voted on at the General Meeting with a two-thirds (2/3) majority of those members present required for membership
  4. The Membership Chair will contact the prospective member with the results of the General Membership vote and arrange for dues
  5. Upon receipt of first year’s dues, applicant will become a

SECTION 4. MEMBER TERMINATION:

  1. Membership may be terminated at any time for nonpayment of dues without ratification of the “General Membership”.
  2. Membership may be terminated for cause by motion to the BOD and ratification by two-thirds (2/3) vote of the “General Membership” present (See Article VIII, Section 4 on pg. )

 

  1. Any member may request, by motion to the BOD, termination of membership of any member who, in the opinion of the filer, does not contribute to the spirit of fellowship and camaraderie of the After approval of the BOD, a two-thirds (2/3) majority vote of the “General Membership” present, shall be required for termination. (See Article VIII, Section 4 on pg. 12.)

SECTION 5. CENSURES:

  1. Any member may request, by motion to the BOD, censure of any person who, in the opinion of the filer, does not contribute to the spirit of fellowship and camaraderie of the Club. After approval of the BOD a two-thirds (2/3) majority vote of the “General Membership” present, shall be required for censure. (See Article VIII, Section 4 on pg. )
  2. Members receiving two censures in a twelve-month period shall have their membership

SECTION 6. INACTIVE MEMBERSHIPS:

  1. The purpose of inactive status is to allow an inactive member to have ongoing communications with the active club membership and receive the monthly club newsletter without paying annual club dues. Inactive members do not have a vote and cannot make or second motions. Nor will they be able to join in any club activity which is supported with club money unless they pay for their fair share of the
  2. When a member in good standing for two or more years can no longer continue active membership, they can apply in writing to the Club Secretary for “INACTIVE MEMBERSHIP STATUS”. The Secretary, in turn, will present the application to BOD for approval. This process need not have “General Membership”

SECTION 7. LIFE MEMBERSHIPS:

  1. A “Life Member” shall have all the rights, responsibilities, privileges and other benefits of membership without paying dues or any other costs of
  2. A person who has completed ten years of active membership and has reached the age of 75 years will automatically become a Life Member upon notification to the Club. Club dues are not to be paid for the year in which the member turned age 75.

 

ARTICLE VI. ELECTIONS

SECTION 1. WHEN AND WHERE:

  1. Elections will be held every two years at the December “General Meeting.”

SECTION 2. ELECTED POSITIONS:

  1. See Article III, Section 2, pg. 5.

SECTION 3. ELIGIBILITY:

  1. Any member in good standing for at least one year is eligible to run for elected positions.

SECTION 4. NOMINEES:

  1. The BOD will present a complete slate of nominees to be included in the agenda distributed prior to the December election
  2. The BOD will list all qualifying nominees on the
  3. Nominations may be made from the floor at the election

SECTION 5. TERMS:

  1. Terms for all elected officers are two years in
  2. President and Vice President are limited to two consecutive terms. At the completion of two terms, they may run for any elected position other than the one they are vacating. All other elected positions will have no term
  3. Any elected position vacated prior to term completion may be filled for the remainder of that term by appointment from the President with the approval of the

SECTION 6. VOTING:

  1. Voting for officers and directors will be done by secret
  2. A simple majority of the members present is required for all
  3. There is only one vote per
  4. Members must be present to vote. Absentee voting is not
  5. Recounts may be requested by any member within 10 minutes of the announcement of winners. After that, the Sergeant At Arms will destroy the

 

ARTICLE VII. DUES

SECTION 1. REQUIREMENTS:

  1. The payment of annual dues is required of all members except “Life Members.”

SECTION 2. AMOUNT:

  1. The amount of such dues shall be set by the BOD and ratified by the “General Membership.”

SECTION 3. WHEN DUE:

  1. Annual member dues shall be paid before December
  2. New members joining the club from January through June shall pay the full dues, while a member joining the club from July through November shall pay only 50% of the current year’s annual

 

 

ARTICLE VIII. MEETINGS

SECTION 1. MEETING PROCEDURES:

  1. Robert’s Rules of Order shall govern the proceedings of all BOD and “General Membership” Meetings of the Club except as otherwise provided in the by-laws. Appendix II has an abbreviated copy of Roberts Rules which has a suggested order of business and a general explanation of how the rules are
  2. Meeting agendas are required and are the responsibility of the meeting

SECTION 2. BOD MEETING:

  1. Frequency:

Club BOD Meetings shall be held at the discretion of the President in their capacity as BOD Chair. (See Article IV, Section 2, pgs. 5-6)

b.     Purpose:

The purpose of these meetings is to execute by vote all club business. This includes but is not limited to programs, future direction, all expenditures and disciplinary actions. (Ref. Article IV, Section 1, para. a, pg. 5)

 

c.      Open Meetings:

  1. BOD Meetings are for club Directors Club members may attend to observe only.
  2. Non-Directors may contribute if invited to do so by the BOD
  • Guests, including non-members, may be invited by the BOD Chair if required to conduct BOD business but must be removed prior to voting or discussion on items not pertinent to the

d.     Spending Limits:

  1. The BOD may approve spending of available funds. The available funds are those in the Club coffers and money to be collected as determined by the Treasurer.
  2. If during any Business Meeting the Treasurer is not in attendance, the Club may approve expenditures no greater than $5,000.00. Verification of sufficient funds shall subsequently be made by any officer and communicated to the Club Secretary for

SECTION 3. GENERAL MEETINGS:

  1. General Meetings:
    1. General Meetings are open to the general membership. Guests are generally welcome. However, when disciplinary procedures and other sensitive business are to be discussed the Chair will note such on the agenda and clear the room of non-members.
    2. General Meetings may be held at the discretion of the
  • General Meetings are necessary for ratification of spending motions approved by the BOD, general elections, and disciplinary
  1. General Meetings may also be held for socialization, general business communication, sharing automotive information, learning about and promoting our hobby. The “General Meeting” is the breeding ground for determining direction of our club. Motions for presentation to the BOD should result from this forum.
  2. The President will distribute to all members an agenda which will include spending motions to be voted on by the General Membership no later than one week prior to the meeting. Only motions approved by the BOD may be voted on for

SECTION 4. QUORUM & VOTING:

  1. General Meeting Quorum:
    1. At any General Meeting of the membership, a quorum shall consist of 20% of the “General Membership” in good standing. This includes the “Directors”. Family memberships will count as one

 

b.     BOD Quorum:

  1. At BOD meetings, a quorum is 4 Directors. As the Chair cannot vote, they are not included in this

c.      Ratification Voting:

  1. General Membership ratification of BOD spending motions requires one half plus one of the votes cast in order to

d.     “Extraordinary Business” Voting:

  1. Changes in By-Laws, disciplinary actions, termination of membership and other motions on items considered “Extraordinary Business” (see Glossary, item 4, pg. 16) require a minimum of two-thirds plus one of the members voting to carry the motion.

e.      Method of Voting:

  1. The meeting Chair may direct the vote to be by voice (Yea or Nay), hand, or ballot. Any member in good standing present may demand the vote be taken by

f.       Recounts:

  1. Any member in good standing may ask for a recount within 10 minutes of the announcement of the results. Ballots shall be destroyed 10 minutes after the announcement of

g.      Absentee Voting:

  1. Absentee voting is not allowed for any votes. That includes but is not limited to elections, BOD motions, and general membership

 

 

ARTICLE IX: AMENDMENT OF CLUB BY-LAWS

By-Law changes, as with all club business, must be submitted in written motion to the “BOD”. When the motion is approved by the BOD it is considered “extraordinary business” (see Glossary, pg. 16) and sent to the General Membership meeting for ratification. Contrary to other motions brought up for a vote at the General Membership meeting the proposed By-Law changes must be distributed to the general membership at least two weeks prior to presentation for vote.

 

 

ARTICLE X: EQUIPMENT AND PROPERTY

SECTION 1. CLUB PROPERTY:

Any article which pertains to the Club or its’ name, or which has been purchased with club funds for use at meetings or events sponsored by the Club shall be

 

deemed club property. Sale of club equipment and property shall be made by motion to the BOD and subject to ratification by the general membership. (See Article VIII, Section 4 on pg. 12.)

SECTION 2. AUTHORITY:

The Sergeant At Arms and his committee shall be in charge of all club property. They will be responsible for a complete inventory at all times. All club property is to be maintained and stored at a suitable location that is secured and accessible.

SECTION 3: PERSONAL USE:

Any club member of good standing wishing to use any club property shall request from the Sergeant At Arms, when and what type of property is needed. Property will be let out on a first come basis. All club functions will take precedence over personal requests.

Club property will be picked up and returned by arrangement with the Sergeant At Arms.

 

 

ARTICLE XI: DISSOLUTION

SECTION 1. DISSOLUTION:

In the event of dissolution of the Club, distribution of assets remaining after payment of all liabilities shall be determined by direction of the members at a meeting called for that purpose only, and recipients of said distribution in dissolution shall be limited to recognized tax-exempt charitable organizations, preferably to another organization having similar purpose. No part of any such distribution shall accrue to the benefit of any member.

 

 

 

APPENDICES

 

 

 

 

1.            The Club

 

APPENDIX I

GLOSSARY OF TERMS

 

Massachusetts Cruisers Auto Club, Inc.

 

  1. Board of Directors (herein referred to as “BOD”)

Seven club members who have been elected by the membership to initiate and approve all activities of the Club. Elected officers comprise five of the directors on this seven member board.

 

3.            General Business

All business addressed in the BOD meeting with exception of “Extraordinary Business”.

 

  1. Extraordinary Business (requires a 2/3 majority vote of members present)
    1. Removal of Officers
    2. Termination of membership
    3. Censures
    4. By-Law Changes
    5. Expenditures greater than ten percent of the Club’s net worth

 

5.            Quorum

The minimum number of members required to be present at any vote.

 

 

 

 

 

APPENDIX II

 

 

 

Roberts Rules of Order

 

18

 

 

 

22

 

23

 

24

 

APPENDIX III

Articles of Organization

 

 

APPENDIX IV

CONFLICT OF INTEREST DISCLOSURE FORM FOR THE MASSACHUSETTS CRUISERS AUTO CLUB, A SECTION 501(C)(3) ORGANIZATION