BY-LAWS OF THE
BLACK KNIGHTS AUTO CLUB, INC.
ARTICLE I
BOARD OF DIRECTORS
(The Board of Directors shall be the governing body of this non-profit corporation)
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The Board of Directors of this Corporation shall consist of six (7) directors.
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TERM. The term of office shall be two (2) years.
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BOARDS AND COMMITTEES. The Board of Directors may authorize the creation of boards and committees, funds or councils to the extent permitted by the laws of the State of Iowa, and may vest in such bodies the powers and duties it deems necessary to conduct the business of the Board.
ARTICLE II
MEETING OF THE DIRECTORS
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NOTICE. The Board of Directors shall meet on a not less than annual basis. With notice of the meeting of the Board of Directors to be sent by ordinary mail to each Director at his last known post office address not less than five (5) days prior to such meeting. Each notice shall set forth the purpose, time and place for the meeting as well as a proposed agenda.
Notice of a meeting may be waived in writing by any Director before or after such meeting and the Board of Directors may meet at such other time and places as determined by the Board.
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QUORUM. The presence of a majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, those present may discuss business as set by agenda, however, the Board may not vote and approve any action until such time as a quorum is present. The Board may by a majority of those present, vote to adjourn the meeting and reschedule at a date no later than ninety (90) days from the date of the adjournment. At which time the business of the adjourned meeting may be addressed, In any matter submitted to the Board of Directors, all questions except those expressed directly by law, the Articles of Incorporation of this corporation or by these Bylaws shall be decided by the vote of the majority of the Directors entitled to vote who shall be present at the meeting.
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VOTING. Each Director shall be entitled to one (1) vote on any question, mothion or resolution properly presented to the Board. Any member of the Board of Directors may submit a written vote by proxy on any question properly presented to the Board.
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OTHER BOARD ACTIONS. Any action required or which may be taken at a meeting of the Board of Directors may be taken without a meeting if the consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter.
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ARTICLE III
OFFICERS
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ELECTION AND TERMS. The officers of this corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. Elections shall be held during the Regular December meeting of this Organization. Newly elected officers shall take over their positions at the beginning of the January meeting. All officers will serve a two (2) year term.
The President and Secretary will be elected on even years and the Vice President and Treasurer will be elected on odd years.The additional Board of Director will be elected annually.The President will announce upcoming elections at the November meeting.
Elected officers may serve consecutive terms in one position and may be re-elected to the same office.Outgoing officers may be nominated and elected for different positions on the Board should their present term expire.
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Nominations. All nominees must be in good standing and be an active member Nominations will be made by the regular membership from the floor and members nominated shall be present for nomination. The nominee can be nominated to one position (at a time) during nominations and can hold only one office.
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Elections. A ballot will be used for all elections and shall be counted by at least two (2) members. In the event of a tie vote a second run-off election will be held immediately. If this does not break the tie, a coin flip by any officer will determine the tie vote.
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The President shall preside at all Board of Directors meetings and perform other such duties as usually pertain to the office of the President. The president will note vote at a board meeting or regular meeting unless casting a tie-breaking vote.
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The Vice President shall act as aide to the President and shall perform the duties of the President in the absence of that officer.
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The Secretary shall keep an accurate record of all membership meetings, all Bord of Directors Meetings, including the proposed organization discussion, votes and other actions and other such duties as may be delegated to the Secretary.
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The Treasurer shall receive all monies of the corporation and shall keep and accurate record of receipts and disbursements. The Treasurer shall pay out funds only as authorized and approved by the Board of Directors and present and account at every membership meeting and every Board of Directors meeting. The Treasurer shall also present a statement of account at any other such time when requested to do so by the Board of Directors and shall be responsible for compliance with reporting requirements consistent with the laws of the United States and the State of Iowa.
The Treasurer shall, upon request of the Board of Directors, make available any and all financial records of the Corporation for audit.
ARTICLE IV
MEMBERSHIP AND DUES
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Qualifications for membership. A member must be over the age of eighteen (18), possess good character and have a desire to promote the organization and its’ efforts.
An applicant for membership must attend two (2) meetings and have the sponsorship of at least one (1) member. Applicants will be voted on at their second meeting and must have a majority vote for membership.Couple/Family membership will include voting rights husband and/or wife.
Any individual wishing to be a patron of the Black Knights Auto Club Inc, who can not attend regular meetings shall send a letter to their sponsor expressing their desire to be associated with the club.The sponsor shall present their letter at the next regular meeting and said individual shall be voted upon at the following meeting.Said individual shall not have voting rights unless they attend a regular meeting and pay dues for the year they wish to join.
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Dues
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In addition to annual dues of $20.00 members shall pay a one time fee of $25.00 upon election into membership.
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Membership fee shall include single person, couple or family.
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Patron members shall pay $25.00 per year.
ARTICLE V
EXECUTION OF INSTURMENTS
All instruments executed by the corporation which are acknowledged and which affect the interest in property, real or personal, or which bind this corporation as a party to any obligation or release any other party for any obligation to this corporation, shall be executed by the President or Vice President of the corporation and by the Secretary or Treasurer or as provided by specific resolution of the Board of Directors. No officer or officers may execute an instrument that in any way obligates the board or which transfers, pledges, assigns or encumbers the assets of this Club in excess of __________ Dollars ($_________) without resolution of the Board in accordance with these By Laws.
ARTICLE VI
PARLIAMENTARY PROCEDURES
Robert’s Rules of Order Revised shall govern all meetings of this corporation, of the Board of Directors in all cases to which rules are applicable and not in conflict with the Articles of Incorporation or by these By Laws.
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