Constitution

Restated and Approved July 30, 2019

The constitution of an organization contains the fundamental principles which govern its operation. The bylaws establish the specific rules of guidance by which the group is to function.

Article I: NAME
The name of this organization shall be the North Carolina Coastal & Piedmont Chapter of the Antique and Classic Boat Society, Inc. This Chapter is organized for educational purposes.

Article II: PURPOSE
The purpose of this organization shall be:
a. bring together people with a common interest in historic, antique, and classic boats for the purpose of sharing fellowship, experience and information, and to provide a forum for education related to vintage boats.
b. promote, further, and encourage a love and enjoyment of all aspects of historic, antique and classic boats and boating.
c. educate the membership and the general public about safety and protocol as it relates to historic, antique, and classic boats and boating.
d. protect the heritage of boating by promoting the preservation and restoration of historic, antique, and classic boats.
e. serve as a communication channel for the Chapters membership, the public and other entities regarding information relating to historic, antique, and classic boats and boating. to provide a means through which individuals sharing a common interest in antique and classic boats can meet, share experience and information, exchange ideas, and generate enthusiasm for all aspects of their interest.
f. give back to our community through philanthropic donations to promote the above.to communicate with and report to the membership regarding its activities, purposes, and goals.

Article III: MEMBERSHIP
Members of this Chapter must first be a member in good standing of the Antique and
Classic Boat Society, Inc.

Membership in this Chapter shall be of the following types:
a. Member: Yourself and one co-member; age 26 or older.
b. Youth: persons being less than 26 years old.
c. Associate: business or other organization having an interest in the activities of this Chapter.

No member shall be admitted to nor shall hold more than one type of membership at a time.

The duties, rights, privileges and responsibilities of each type of chapter membership shall be defined by the Board of Directors and shall be included in the Bylaws.

Expulsion. In addition to expulsion for nonpayment of dues, any member may be expelled and his membership in the Chapter terminated for conduct which the Board of Directors shall determine to have disturbed the order, dignity. business, harmony, good name, good will, or prosperity of the Chapter, or to have violated the Constitution, By Laws, regulations, or any rules of the Chapter which are in force at the time of the alleged infraction, as adopted by the Board of Directors. These charges shall be reviewed by a committee designated by the President of at least five current board members. A statement of charges shall be mailed to the accused, directed to the accused last recorded address, at least 30 days
prior to any action taken thereon. This statement shall indicate the time when and place where the committee is to take action on such charges and shall state that the member will have the opportunity to present a defense at the time and place designated. The decision of the committee shall be final and conclusive. All rights and privileges of all. expelled member shall terminate immediately upon expulsion.

No member expelled from the Chapter may be readmitted until one year has elapsed from the date of his expulsion and unless his application for readmission is approved by 2/ 3 vote of the members of the Board of Directors present at a duly constituted meeting thereof and provided notice that readmission of a member is to be considered be included in the notice of the said meeting.

The rights, privileges, and obligations of all types of memberships shall be conditioned
upon current payment of dues allocable to that membership, according to the dues rate
schedule adopted and published by the Board of Directors.

Persons admitted to all types of membership shall enjoy the right to vote and hold office,
except that the Associate members shall have neither such rights, they may, however, serve on committees.

Article IV: DUES
Dues for the following year shall be established for all types of memberships at the annual meeting and are due at the same time as ACBS dues.

Article V: GOVERNING BODY
The governing body of this chapter shall be the Board of Directors who shall have the general and plenary authority to conduct all activities, business, and other matters to come before it.

The Board of Directors shall be comprised of: all four officers, five elected At-Large Directors, and the immediate past president, who is an ex-officio member.

Article VI: OFFICERS & DIRECTORS: TERMS AND TERM LIMITS
The officers of this chapter shall be:
a. President who shall serve a one (1) year term, but may not be elected for more than three (3) consecutive terms in this same office.
b. Vice President who shall serve a one (1) year term, but may be not be elected for more than three (3) consecutive terms in this same office.
c. Secretary who shall serve a one (1) year term, but may be re-elected for any number of successive terms in this same office.
d. Treasurer who shall serve a one (1) year term, but may be re-elected for any number of successive terms in this same office.
e. Directors shall be elected to a term of two years, with two directors being elected each year. Directors may serve an unlimited number of terms. There are five (5) At-Large Directors.
f. Immediate Past-President: The Immediate Past President shall continue to serve as a as an ex-officio member of the Board of Directors until he or she resigns from the Board, relinquishes chapter membership, until there is a new Past President or until removed from office for cause, incapacity or death.

Article VII: ELECTIONS & APPOINTMENTS—OFFICERS & DIRECTORS
a. 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.

b. Eligibility:
For a person to be nominated as an Officer or Director, he or she must be a member in good standing age 18 or older. Associate members are ineligible to be Officers or Directors.

c. Nomination:
The nomination of Officers and Directors by the nominating committee shall take place at least two weeks prior to the annual meeting of the chapter.

d.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).

e. Vacancies:
All vacancies for 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. The remainder of the Board shall fill by appointment the position of President should it become vacant.

f. Resignations:
Any Officer or Director desiring to resign his or her office shall do so in writing to the Board addressed to the President and shall be effective on the agreed upon date.

g. Absences:
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.

h. Removal from Office:
Nonpayment of ACBS or Chapter dues is considered voluntarily leaving the Officer or Director position. 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 VIII Committees
Standing and Ad-Hoc committees may be established from time to time. The President establishes a committee and appoints the Chairperson. 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 may not incur expenses or expend funds unless so authorized. Committees shall serve at the pleasure of the Board of Directors.

Article IX: POWERS
The Board has the power to make financial and other decisions on behalf of the membership in accordance with the bylaws and established operating rules, policies and procedures.

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: MEETINGS
There are four basic types of meetings:
a. General Membership Meetings which shall be held at least three times annually at a day, time and place of the Board’s choosing. The Annual Meeting of the Chapter shall be in September or October with at least 30 days prior notice of the time, place, and date being sent to each member via email.
b. Meetings of the Board of Directors which shall be called by the President as needed. The time, place and date may vary. All Board meetings are open to the general membership.
c. Special meetings may be called at the request of any four of its Board Members, or upon the written request of at least ten percent of the general membership.
d. Committee meetings may be called by the Chair of the Committee as needed or as agreed.

All General Membership and Board of Directors’ meetings shall follow a written agenda and shall be conducted pursuant to Roberts Rules of Order Newly Revised.

Article XIII: FINANCE
a. The chapter’s fiscal year is December 1 to November 30.
b. The Board shall from time-to-time designate the financial institution in which the Treasurer shall deposit the Chapter’s funds.
c. The four officers are signatories on the Chapter’s accounts.
d. Chapter dues are due and payable at the same time as the ACBS dues.
e. All dues of this chapter are non-refundable, are not pro-rated, and are not in any way returned or diminished.
f. 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.
g. 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.
h. 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.
i. The financial condition of the Chapter shall be examined periodically through fiscal review by Directors.
j. The Treasurer shall receive all Chapter monies.
k. 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.
l. 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.

Article XIV: PROTOCOL
The logo for this chapter is established as in the header for this document. Chapter members, when authorized, may use the Chapter logo in burgees, letterheads, business cards, publications, flyers, announcements, and documents pertaining to the Chapter.

The Board of Directors may adopt other symbols to identify the Chapter as it may, from time to time, deem feasible and appropriate.

Article XV: RECORDS
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.

Article XVI: AMENDING THE CONSTITUTION
The Chapter’s Constitution and 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.

Article XVII: ACTIVITIES RESTRICTION
a. Notwithstanding any other provisions of these articles, the association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from United States Federal income tax under section 501 (c)(3) of the United States Internal Revenue Code of 1986 for the corresponding provision of any future United States Internal Revenue law or (b) by an association contributions to which are deductible under section 170 (c)(2) of the United States Internal Revenue Code of 1986 (or corresponding provisions of an future United States Internal Revenue law.)
b. The Chapter shall not engage in any conduct or activities that shall in any way disqualify it or render it ineligible for United States income tax exempt status under Section 501(c)(3) of the United States Internal Revenue code of 1986 and the Regulations promulgated thereunder.
c. No part of its net earnings shall inure to the benefit of any private member. The Chapter shall be supported by membership fees, dues, contributions, and in kind contributions.
d. No Chapter member may use the Chapter membership list for self-benefit or financial gain.

Article XVIII: DISSOLUTION OF THE CHAPTER
Should it be necessary to dissolve the chapter due to non-participation, inability to fill Officer and Board positions, and/or some other dramatic change, there must be a two-thirds vote of the currently paid chapter members. Upon dissolution of the Chapter, assets shall be distributed for one or more exempt purposes aligned with one or more of the Chapter’s stated purposes.

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