VI. THE EXECUTIVE BOARD

The Executive Board is composed of: President, Vice President, Secretary, Treasurer, Membership Director, Activities Directors, Regalia Directors, Advertising Director, and the immediate past President. The responsibilities and authority of the Executive Board are to:

• Oversee, manage and administer Club business and generally provide direction to the Club policies and activities consistent with the Club’s Purpose;
• Exercise fiduciary responsibility with respect to managing Club funds including approval of:
  • disbursements of expenditures of up to $500.00
  • distribution of funds collected by the Charity effort
  • guarantees to hotels, caterers, restaurants, etc. in the planning of Club events
• Deny expenditures approved by the general membership if the financial position of the organization is weak and it appears that ordinary operating expenses may be nearly exhausted before or at year-end.
• In consultation with the webmaster the Executive Board shall establish the criteria for the Club website design, content, contributors and editors.

VII. ELECTION OF CLUB OFFICERS

An annual ballot election for all Club officers shall be held at the November general meeting. In July of each year, prior to elections, a nominating committee made up of the immediate past President, one current Board member, and one general member selected by the President, shall convene and develop a slate of officers to fill each office. Should the immediate past President or the selected Board member wish to run for an office in the coming year, the incumbent President shall select another prior President to chair the nominating committee and/or another Board member to serve on the committee. Nominations for officers will also be accepted from the floor during the general meetings of September and October, providing those nominated agree to serve prior to the nomination.

The Secretary shall post the slate of candidates on the website and develop a ballot when the Nominations Committee completes its task. The President shall appoint a Club member as an election official. At least two weeks prior to the November Club meeting the election official shall postal mail a ballot to each Club member with instruction to return the completed ballot to the official by a specified date. Ballots will be counted only if received by postal mail prior to the deadline or delivered in person to the official at the Club November meeting. Ballots will be opened and votes tallied by the election official at the meeting.

In the event that a Club office becomes vacant for any reason, a nomination and election of a member to the vacant office for the remainder of the current calendar year shall be conducted within 60 days of the vacancy, unless the vacancy occurs less than 60 days prior to the annual election of Club officers.

VIII. MEETINGS

A. General. General meetings will be held on the second weekend of each month, the time and place of which shall appear on the website preceding the meeting. If changes in the meeting date, time, or location are necessary they will be posted on the website.

B. Executive Board. Meetings of the Executive Board will be held as necessary to address Club business that need not come up before the membership or that needs refinement before presentation to the membership for decision. Meetings of the Executive Board may be called at the discretion of the President or by a majority of the Board Members. A minimum quorum for an Executive Board meeting is the mojority seven members. Any member may attend an Executive Board meeting though they will have no voting privilege. A report of the meeting minutes is to be made at the next general meeting following an Executive Board meeting. If the Executive Board proposes an expenditure of Club funds in excess of $500, other than for expenses related to regalia, or publication of the Membership Directory, approval for that expenditure must be obtained from the membership according to the rules regarding expenditure of Club funds.

Business may be transacted by the Executive Board by using e-mail, provided each Board member has e-mail capability. In order to approve any item brought before the Board in this manner, an affirmative response indicating receipt of the Executive Board topic(s) must be received from all of the Board members. All Board members must provide an affirmative, negative or abstained vote on any issue brought before the Board via e-mail and send their vote response to all Board members.

In addition to regular meetings to handle Club business, the out-going Executive Board will convene a special meeting in December or January. Its purpose will be for the members of the newly elected and out-going Executive Boards to:

• Review the Club Constitution and By-laws for required changes;
• Outline specific responsibilities of each Club office and committee chair position;
• Evaluate AHCO policies, direction and past performance.

IX. DISCIPLINARY PROCEDURES

It will be the right of any Club member to bring charges for disciplinary action, recall, impeachment or expulsion against any other member. The accuser will be required to appear before the Executive Board to provide just cause why disciplinary action should be taken. If the charges are against an officer, that officer will be excluded from the meeting. If just cause is provided and accepted by a vote of at least 75% of the Executive Board, the accused member will be called before the Board to respond to the accusation. After the hearings, a vote of the Board Members will be taken and if the vote is less than unanimous, the member shall be acquitted, If the member is found guilty, the nature of the discipline will then be decided and enacted by the Executive Board. If it is a question of officer recall or impeachment, a full affirmative vote of one third of the membership will be required before action is taken.

X. EXPENDITURE OF CLUB FUNDS

The rule of “Reasonable and Ordinary Expenses” will be applied to the general operating expenses of the Club. Website expenses, reproduction, postage, stationery, and envelopes, all will be considered reasonable and ordinary expenses. The Activities Directors may approve non-routine expenditures up to $100, associated with organizing meetings, the President may approve non-routine expenditures up to $250 and the Executive Board may approve such expenditures up to $500. All such expenditures shall be reported to the membership at the next following monthly membership meeting. Expenditure of Club Funds that are not reasonable or ordinary expenses must be approved by a majority vote of Club members at a general membership meeting. For expenditures of over $500, other than for regalia, a two-thirds (2/3) majority of at least 15 Club members is required. If such a quorum is not available at a general meeting, a ballot will be published on the website in order that a quorum vote may be achieved. At no time will the Club expend money in excess of the treasury balance. Club checks exceeding more than $500, will be signed by the Treasurer and one other member of the Executive Board, who has their signature on file for the Club’s bank account.

XI. CONSTITUTION AND BYLAW AMENDMENTS

Each November-December, the President will furnish members of the newly elected Executive Board with a copy of the Club Constitution and By-Laws for review and possible revision.

Proposed amendments to the Club Constitution and By-Laws will be brought before the membership For discussion and debate at any scheduled general meeting. If a majority of at least 25 members present at the meeting agree, the proposed amendment will be published on the website. If a majority affirmative vote is reached, a ballot will be mailed (postal) and returned to a Club member identified by the Executive Board. Ballot envelopes will be opened and counted by the designated member. Ballots will be counted only if received by mail prior to the announced deadline or delivered in person at the following general Club meeting. Passage of the amendment will occur if a majority of the sum of the ballots received and votes of the members present are cast in favor of the amendment.

XII. INSURANCE

Insurance coverage for Bodily, Injury and Property Damage Liability will be carried in the name of the Austin Healey Club of Oregon with minimum liability limits of $1,000,000. The policy will insure the Club, its members, and its officers against damages arising out of an occurrence associated with activities of the Club. The premium expense will fall under the rule of “reasonable and ordinary.”

Club Policies

1.0 General Policies

1.1 The Club policies are established by the Executive Board in accord with By-Law VI , i.e., “oversee, manage, and administer Club business and generally provide direction to Club policies and activities consistent with Club’s purpose and objectives” . The Executive Board also provides interpretation of Club By-Laws when needed.

1.2 Executive Board members and appointed committee chairs will have their dues waived for their term of service.

1.3 Election to the Executive Board implies the responsibility to participate in all convened Executive Board meetings.

1.4. Officers shall hold office for one calendar year commencing at the January meeting. There shall be no limit on the number of consecutive years any one member can hold office, but yearly changes are encouraged.

1.5 The offices of the Activities Directors and Regalia Directors are the only offices which may be occupied by up to two (2) individuals. When these directorships are filled by two officers each officer is entitled to full voting privilege and waived annual dues.

1.6 When the Club is considering a decision warranting a formal membership vote both Club members of the household are entitled to cast a vote.

2.0 ACTIVITIES DIRECTOR and ACTIVITIES HOSTS
Incurring Costs Associated with Club Arrangements

2.1 1.6. 1 Austin-Healey Club of Oregon (Club) members (host) arranging Club functions requiring public or private venues, meeting rooms, or other facilities are not authorized to commit Club funds as a result of the negotiations. In the event that rental, fee payment, or minimum food guarantee is unavoidable the host member will present the purpose, need, scope and cost to the Activities Director (AD) who shall have the authority to weigh the proposed event, costs and benefits to the Club and commit an amount not to exceed $50.00 of Club funds. If the combined efforts of the member and the AD do not resolve the issue the AD may advance the subject to the Club President who shall have the authority to commit an amount not to exceed $100 .00 of Club funds if deemed necessary or who may refer the matter to the EB or membership for decision. Alternatively, the President may take the matter to the Club Executive Board or to the general membership for ultimate resolution and possible commitment of Club funds. The purpose of this policy is not to prevent such facility payments or food guarantees, but rather to limit them whenever possible and to provide a defined mechanism for approving such payments/guarantees when justified by special circumstances.

3.0 MEMBERSHIP DIRECTORY

3.1 The Membership Director shall publish a membership directory annually by December 31. In addition to a listing of the Club’s membership, the directory shall include: (1) The Club constitution and bylaws, (2) Club policies, and (3) listing of Club owned tools and materials including information on accessing them. The Club Membership Directory may also include advertising to defray costs of publication of the Directory.

4.0 EXECUTIVE BOARD AND CHARITIES:

4.1 General policies

4.1.1 The Executive Board charities donations may be in the form of goods, services, or check

4.1.2 The Executive Board charity effort may be funded by an auction at the annual Christmas Party as well as by other fund generating efforts.

4.1.3 A charity oral auction shall not exceed 30 minutes duration or more than ten (10) individual items. The silent auction time is not time limited as long as it does not interfere with the main purpose of the Christmas Party.

4.1.4 All revenues from a charities auction shall be delivered to the Club Treasurer and credited to the Charities account.

4.1.5 When personal funds are used to purchase items for donation, reimbursement will be provided following submittal of original invoices or receipts to the Club Treasurer. Reimbursement will be paid from the Charity account.

4.1.6. Club members may attend any Executive Board Charities meetings but may not have a vote.

Adopted: April 10, 2010.