Approved and Restated: July 30, 2019
The following Bylaws are established for the North Carolina Coastal & Piedmont Chapter of The Antique and Classic Boat Society, Inc., hereinafter referred to as the Chapter.
Article I: OFFICE
The principle office of this Chapter shall be at such a place as the Board of Directors may from time to time determine.
Article II. MEMBERSHIP
a. The Board shall affix the amount of the Chapter dues and from time-to-time may adjust the amount.
b. Shall be paid annually to ACBS International headquarters as prescribed. Chapter dues are forwarded to NC C&P Chapter from ACBS Headquarters.
c. Chapter members include individual, co-member, youth and associate. Co-members enjoy the same rights and privileges of membership as an individual.
d. Non-payment of ACBS National and NC C&P dues forfeits membership.
e. Dues are non-refundable.
2. Rights, Privileges and Responsibilities of Members
a. All members have the right to attend all Chapter meetings, Board meetings and all Chapter functions and events.
b. All members in good standing are eligible to vote in any Chapter election.
c. No member may hold more than one type of membership at a time.
d. All members in good standing age 18 and older have the right to serve as an Officer or Director except that Associate members are ineligible to be Officers or Directors.
e. All members have the responsibility to conduct themselves at all meetings, events, and functions in a manner consistent with courtesy and respect and refrain from doing anything that may damage or injure another person or his or her property.
a. All members have access to the ACBS database listing all members and their boats;
b. All members receive the ACBS publication: The Rudder.
c. All members receive regular Chapter communications regarding meetings, outings, events and special notices.
d. All members receive the Chapter newsletter electronically, when published.
e. All members may receive assistance and advice from other members.
Article III: MEETINGS
1. General Membership Meetings will be held at a place, date and time determined by the Board and indicated on the notice emailed to the members.
2. The Annual Meeting of the Chapter shall be held in September or October upon at least 30 days-notice of time, date, and place to the general membership, at which a quorum shall consist of those in attendance who are eligible voting members.
3. Board Meetings of the Chapter shall be called by the President as needed. The time, place and date may vary. All Board Meetings are open to the general membership.
4. Special meetings of the Chapter may be called by the Board or the President. The Secretary may call a special meeting upon receiving a request for such a meeting in writing by ten percent of the membership. The request shall state the purposes of the proposed meeting and business transacted at such meeting shall be limited to the purposes stated in the notice for the meeting. At special meetings, a quorum shall consist of (a) those in attendance who are eligible voting members. Notice of each meeting of this Chapter shall state the time, date, and place of the meeting. Notice shall be given via email to each member at the time the notice is issued, not less than ten days before the date of the meeting. All Chapter meetings shall follow a written agenda and shall be conducted pursuant to Roberts Rules of Order (revised).
5. Committee meetings may be called by the Chair of the Committee as needed or as agreed. Any meeting may be held via conference call or web conferencing.
Article IV: BOARD
The Board consists of the elected officers and the directors.
No compensation shall be paid to the Board, but Officers or Directors may be reimbursed for expenses related to chapter activities and approved by the Board either via the budget or via a motion.
Article V: DIRECTORS
All Directors must have attained the age of eighteen (18) and be voting members in good standing of the Chapter.
There shall be five (5) at-large Directors. The Immediate Past President is an ex-officio member of the Board of Directors.
Directors shall be responsible for tasks as may be assigned to them by the President.
Article VI: OFFICERS
All Officers must have attained the age of eighteen (18) and be voting members in good standing of the Chapter.
1. President: The President shall:
a. preside at all meetings of the membership and of the Board;
b. be responsible to manage the Chapter;
c. be responsible for the enforcement of the Chapter’s Constitution and Bylaws;
d. ensure that all decisions of the Board are carried out;
e. in January submit the required Chapter Status Report to ACBS;
f. establish standing and ad-hoc committees;
g. ensure that communication with members is an on-going process;
h. represent the Chapter at internal and external functions; and
i. be an ex-officio member of any committee established with the exception of the nominating committee.
2. Vice-President: The Vice-President shall:
a. Attend all meetings of the membership and of the Board;
b. During the absence or disability of the President, have all the powers and duties of the President;
c. Chair or be a member of any committee so designated by the President or the Board;
d. represent the Chapter at internal and external functions; and
e. perform such other duties as the President or the Board prescribes.
3. Secretary: The Secretary shall:
a. Attend all meetings of the membership and of the Board;
b. give or cause to be given notice for all meetings;
c. record all votes and minutes of all proceedings;
d. issue the minutes of the meeting as soon as possible after the meeting is held;
e. keep an updated list of the names of the members entitled to vote;
f. keep all the documents and records of the Chapter in a proper and safe manner (hard & electronic copies);
g. represents the Chapter at internal and external functions; and
h. perform such other duties as may be prescribed by the President or the Board.
4. Treasurer: The Treasurer shall:
a. Attend all meetings of the membership and of the Board;
b. have the custody of the Chapter funds and securities;
c. assist the Board to develop a budget for the new fiscal year;
d. keep full and accurate accounts of receipts and disbursements in either a spreadsheet or accounting software using generally accepted accounting principles;
e. deposit all money and other valuables in the name of and to the credit of the Chapter in such depositories as may be designated by the Board;
f. disburse the funds of the Chapter as may be authorized by the Board and preserve proper documentation for such disbursements;
g. keep current the officer signatures on the bank signatory card;
h. render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all transactions as Treasurer and of the financial condition of the Chapter;
i. submit and maintain any required local, state or federal reports related to the finances of the chapter;
j. represent the Chapter at internal and external functions; and
k. perform such duties as prescribed by the President or the Board.
Article VII. TERM LIMITS & LIMIT ON TERMS IN OFFICE
1. Directors: Directors shall be elected to a term of two years, with two directors being elected one year and three directors being elected in the subsequent year (staggered terms). Directors may serve unlimited number of terms.
2. President: The President shall be elected annually for a term of one year and shall not serve more than three consecutive terms as President.
3. Vice President: The Vice President shall be elected annually for a term of one year, and shall not serve more than three consecutive terms as Vice President.
4. Secretary and Treasurer: The Secretary and Treasurer shall be elected annually for a term of one year with unlimited successive terms.
Article VIII. VACANCIES & REMOVAL FROM BOARD
1. All vacancies in the position of Officers and Directors shall be filled by appointment of the President with the approval of the majority of the Board for the period of the unexpired term.
2. Nonpayment of ACBS or Chapter dues is considered voluntarily leaving the Officer or Director position.
3. Any Officer or Director desiring to resign his or her office shall do so in writing to the Board of Directors via the President and shall be effective on the agreed upon date.
4. Any member of the Board absent from three consecutive meetings without having given valid cause, shall be subject to removal from office upon a majority vote of the Board.
5. An Officer or Director may be removed from office for dereliction of duty, behavior unbecoming the position, incapacitation, or other issue deemed serious. Such action shall require a majority vote of the Board.
Article IX. ELECTIONS
1. Eligibility: For a person to be nominate as an Officer or Director, the individual must be a member in good standing and be age 18 or older. Associate members are ineligible to be Officers or Directors.
2. Nominating Committee: The President shall appoint a Nominating Committee. The Nominating Committee is responsible for fielding a slate of nominees for positions requiring election. The Nominating Committee is responsible for ascertaining that the nominee meets the qualifications of the position for which he or she is being nominated.
3. Nominations: The nomination of officers and directors shall take place a minimum of two weeks prior to the annual meeting of the chapter.
4. Election: The election of the officers and directors may be conducted either at a meeting, by written ballot or electronically using an election software so that more members might vote. The slate will be posted by the Chair of the Nominating Committee at least two weeks prior to the Annual Meeting. If voting electronically, the voting will be cut off one day prior to the annual meeting. The results of the online voting will be announced at the Annual meeting by the Chair of the Nominating Committee or his/her designee. If voting is to be done at the Annual Meeting voting for contested offices will be by secret ballot. This vote will be handled by the Chair of the Nominating Committee and the votes counted by the Nominating Committee. The Chair of the Nominating Committee will announce the winner(s).
Article X: QUORUM
At any meeting, a quorum of the membership shall consist of those present who are eligible to vote. A quorum of the Board shall be a simple majority of currently filled positions.
Article XI: GOVERNING RULES
Decisions of the membership shall be governed by majority vote of those present eligible to vote unless otherwise stated in the Constitution or Bylaws. The decisions and actions of a meeting solely of the Board of Directors shall be governed by majority vote, except in the absence of a quorum of the Board, if at least three Directors are present, the meeting may be considered an Executive Session for the transaction of business which must be ratified or confirmed at a later Directors meeting having a quorum.
The President shall also serve as Chairman of the Board of Directors, and shall also be an ex-officio member of all committees except the nominating committee to which he shall not be a member or otherwise serve.
Article XII: FINANCE
1. The chapter’s fiscal year is December 1 to November 30.
2. The Board shall from time-to-time designate the financial institution in which the Treasurer shall deposit the Chapter’s funds.
3. The four officers are signatories on the Chapter’s accounts.
4. Chapter dues are due and payable at the same time as the ACBS dues.
5. All dues of this chapter are non-refundable, are not pro-rated, and are not in any way returned or diminished.
6. A written account (budget) of the anticipated revenues and expenses for the coming year shall be prepared by the Treasurer and submitted to the President, within thirty (30) days of the beginning of each fiscal year.
7. Unrestricted Chapter funds will be deposited at the discretion of the Treasurer in insured accounts to yield market return. Special assessments on the membership will be avoided.
8. The Board of Directors may authorize special fund-raising programs designed to augment the Chapter’s financial position. However, special assessments on the membership will be avoided.
9. The financial condition of the Chapter shall be examined periodically through fiscal review by Directors.
10. The Treasurer shall receive all Chapter monies.
11. The Treasurer shall disburse Chapter monies only with proper authorization and with proper documentation per established guidelines. A system of countersigning by officers of the Chapter will be implemented to insure the proper disbursement of the Chapters funds. Payments for expenses are generally made by written checks.
12. If the Chapter has a credit card, all purchases with it must be pre-approved and proper documentation regarding the purchase submitted as soon as feasible. Once the budget is approved, disbursals may be made by the Treasurer for line items include in the budget.
13. Funds of this chapter shall be distributed by check. Only one signature is required for checks for up to the amount of $500. Disbursements of $500 or more required the two signatures. In the absence of the Treasurer, the signatures of the President and another officer will be sufficient.
14. Invoice shall be paid by the Treasurer in a timely manner to ensure that the Chapter does not incur any penalties.
15. Each time there is a change in the officers, new bank signatory forms will be signed by all four officers and conveyed to the bank by the Treasurer.
16. In consultation with the Treasurer, the President has discretion of spending on individual items up to $300.
17. The two most senior Directors shall meet with the Treasurer and perform an audit of the previous years' finances. This report is to be completed by the end of January and presented to the Board at the first meeting that occurs after the audit is completed.
18. If the Board determines that it would be more convenient to do some limited purchasing with a credit card, the Treasurer will secure one in the name of the organization and it will be held by the President. Receipts for all purchases made with said card will be forwarded to the Treasurer as soon as possible after the purchase is made.
19. Should the Treasurer become incapacitated or die while holding the office, the President will immediately contact the family to retrieve all copies (electronic and hard) of material and other items belonging to the NC C&P Chapter.
Article XIII: COMMITTEES
Standing and Ad-Hoc committees may be established from time to time. The President establishes a committee and appoints the Chairperson. These chairs may then select any additional members needed to perform the assigned task.
The committee members may include Youth and Associate Members and non-members with certain expertise.
Committees are advisory in nature and may not make decision outside the scope of their stated purpose.
Committees shall serve at the pleasure of the Board of Directors.
The Committee Chair shall provide written progress reports to the President as often as required or requested.
Committees may not incur expenses or expend funds unless so authorized. Depending on the Committee, funding may be provided to accomplish the task. The Committee Chair is responsible for committee expenditures and for providing appropriate documentation to the Treasurer in a timely manner.
The Chapter shall have the following Standing Committees:
1. Communications: Responsible for the Chapter Newsletter and Chapter Website.
2. Membership: Responsible for onboarding of new members and for member retention.
3. The Chapter shall have the following Ad Hoc Committee:
4. Nominating Committee: Responsible to field a slate of qualified candidates for elections of officers and directors and to fill vacancies.
5. Other committees may from time-to-time be established for specific purposes.
XIV. CHAPTER LOGO
The logo of this chapter shall be as shown in the heading for these Bylaws. Chapter members are authorized to use the Chapter logo in publications, flyers, announcements, and documents pertaining to the Chapter.
All documents created by the NC C&P Chapter are property of this chapter and shall kept in accordance with established rules, policies and procedures.
A written record of all meetings (Board of Directors, Chapter and Committee) shall be kept by the Secretary as a permanent record of this Chapter.
The Treasurer shall keep financial records of all income and expenses and provide reports as requested/required.
The Chairman of each committee shall be responsible for keeping written records of his or her committee's activities and submitting them as requested/required.
XVI. Amending the Bylaws
The Chapter’s By-Laws may be amended or changed by a resolution presented at any regularly scheduled general membership or special meeting and adopted by a two-thirds (2/3) vote of those members present; provided that written notice of the proposed change and the date, time and place of the meeting shall have been sent to each member of the Board at least fifteen (15) days prior to the meeting. This vote may also be taken electronically.