BY-LAWS OF THE:
IMPERIAL OWNERS ASSOCIATION of NORTHERN CALIFORNIA
Article I Name
The name of this organization shall be the Imperial Owners Association of Northern California (IOANC) hereafter referred to as
Article II Purpose
The purpose of this organization shall be to provide opportunities for Imperial owners and car enthusiasts to meet together, tour
and display their Imperial automobiles.
Article III Membership & Dues
Section 1 The Association shall consist of owners of Imperial automobiles and others interested in the marque.
Section 2 Membership is divided into two categories: "Individual" or "Family".
Family Memberships will list all designated members of the named family. Each "Individual Member" or "Family Membership" is
entitled to one vote, except as provided in club newsletter and annual roster.
Section 3 Membership dues shall be thirty dollars ($30) per Individual or Family Membership per year. Membership dues provide
member privileges for the calendar year beginning January 1st and ending December 31st. Renewal of dues is payable no later
than February 1st of each year. For any new member joining the Association after June 30th, the annual dues for the balance of
that year only shall be one-half the regular annual dues. A "new member" shall be defined as any first time, non-returning member
to the IOANC. Changes in membership dues may be approved by the Executive Board by no less than a majority vote or by the
general membership in the same manner as amendments to these bylaws pursuant to Article IX.
Section 4 The Executive Board may expel any member by a 2/3rds vote on any of the following grounds:
A. Conduct not in keeping with the stated purpose of, and harmful to the reputation of, the Association.
B. Use of the Association roster for any commercial purpose not authorized by the Executive Board.
Article IV Officers & Governing Body
Section 1 The officers shall be members of the Association, and no member shall hold more than one office. The officers shall
each have one vote on the Executive Board which shall consist of a President, Vice-President-Membership,
Vice-President-Newsletter, Vice-President-Events, Secretary, and Treasurer.
Section 2 Duties of Officers:
A. President: Shall preside at all meetings, including Executive Board meetings, shall conduct elections pursuant to Article VII,
and shall represent the group as the official channel of communication for the Association.
B. Vice-President-Membership: Shall be responsible for contacting prospective members, recruiting new members, and
maintaining an up-to-date membership roster. The roster shall be published and distributed to the membership annually. The
Vice-President-Membership shall take the place of the President and assume those duties in the absence of the President.
C. Vice-President-Newsletter: Shall be responsible for writing articles, collecting advertisements, and printing & mailing the
Association newsletter, to be published approximately bimonthly and no less than 6 times per year.
D. Vice-President-Events: Shall organize and coordinate an annual calendar of events for the Association, including the Annual
Business Meeting, Christmas Party and other tours and meetings of the Association as approved by the Executive Board. The
VP-Events shall recruit tour leaders for these meetings and events and help coordinate information and flyers for the newsletter
and other mailings to members concerning these events.
E. Secretary: Shall keep minutes of all meetings and a log of all motions. The secretary shall handle all incoming Association
mail, forwarding all monies received to the Treasurer and other business to the appropriate party. The Secretary shall maintain
the Association's e-mail and phone tree, and generate announcements at the direction of the President or the Executive Board.
The Secretary shall also maintain the Association's materials, property, and merchandise for sale.
E. Treasurer: Shall establish an account for the maintenance of Association funds at an Executive Board approved financial
institution of his/her choice. Such account shall include signatory rights for each member of the Executive Board. The Treasurer
shall collect dues and pay Association expenses in a timely manner, and maintain an accurate record of all receipts and
expenditures. The Treasurer shall submit to each Executive Board member on a monthly basis, a financial report, showing all
income, expenditures, and reimbursements due. Bills shall be paid and expenses shall be reimbursed only after approval by the
Executive Board, with the provision that no reimbursements are to be made to individuals or businesses from that same person.
The Treasurer shall present to the membership at the Annual Business Meeting a financial statement for the previous and the
current year to date.
G. Past President: Shall be a voting member of the Executive Board and advise the Board on Association matters.
Article V Meetings
Section 1 This Association shall meet at the time and place designated by the Executive Board.
Section 2 One meeting during the year shall be designated the Annual Business Meeting (ABM) to be held in November or
December. The purpose of this meeting shall be to:
A. Elect officers;
B. Receive reports;
C. Act upon revisions of the by laws;
D. Collect annual dues;
E. Transact any other business as may properly come before the membership.
Article VI Non-Members
Non-members may attend any Association meeting as guests of members. Guests may not vote on any Association matters.
Article VII Elections
Section 1 Elections shall be held at the ABM according to the following format:
A. An announcement shall be published in the August, September, or October newsletter or by postal mailed flyer or e-mail no
less than thirty (30) days prior to the ABM stating which Executive Board positions are up for election that year, and soliciting
nominations for those offices.
B. Nominations for officers shall be made either by postal mail to the Association's mailing address or e-mailed to the Secretary
prior to October 1st or from the floor of the ABM after October 1st.
C. The Secretary shall notify persons nominated by the mail or e-mail process and shall request that declinations be
accompanied by a signed letter of refusal.
D. At the beginning of the election phase of the ABM, the President shall clearly state the duties of each office as described in
Article IV of these By-laws prior to opening nominations for that office. The President shall then read and post the names of all
nominees for that position made by the mail or e-mail process prior to the ABM. The President shall then call for nominations for
that office three times, posting any nominations made from the floor, after which nominations for that office are then closed, and
the next office is announced, the duties read, the mail nominations read and posted, and nominations called for three times
again, and so on.
E. Except in an emergency or due to illness, all nominees who have accepted a nomination for office must be present at the ABM
to qualify as candidates for office.
F. In the case of multiple candidates for a single office, each candidate shall be given the opportunity to address the membership
for not more than three (3) minutes.
G. After all nominations are made and the nominee's addresses given, except in the case of acclamation pursuant to subsection
H, the President shall appoint two members to an election committee for the purpose of distributing, collecting, and counting
ballots. No election committee member may be either a candidate for office (including that candidate's Family members) or a
current board member.
H. Voting shall be by secret ballot, unless there is but one candidate for each office, in which case voting may be by voice vote or
I. The President shall conduct election proceedings for all offices except those in which he/she is a candidate for office, in which
instance the President shall yield to the Vice-President Membership.
Section 2 All officers shall be elected for a term of two (2) years. The President, Treasurer and Secretary shall be elected during
the ABM held in even-numbered years and the Vice-President Membership, and Vice-President Newsletter, and Vice-President
Events shall be elected in odd numbered years.
Section 3 The offices are automatically filled by the newly elected officers, who will assume the duties of their official positions on
January 1st of the immediate following year.
Section 4 In the event an officer is unable to serve or resigns, or there is a vacancy in an office, the remaining term of office shall
be filled by appointment of the Executive Board.
Section 5 No election shall be held without a quorum of ten percent (10%) of the Voting membership. Election shall be by
majority of the votes cast of the members present.
Section 6 Each Individual Member or Family Membership is eligible to cast one vote. However, in case two persons in a Family
Membership shall simultaneously hold separate positions as officers of the Association, each shall be entitled to cast one vote.
Article VIII Fiscal Year
The fiscal year of the Association shall be from January 1st through December 31st of the calendar year.
Article IX Amendments
These By-laws may be amended by a majority vote of the membership present and voting, subject to discussion pursuant to
Article X, at the ABM of the Association, providing notices of the proposed amendment(s) are first given in the proceeding
newsletter or individually to all members by mail or e-mail.
Article X Parliamentary Authority
Roberts Rules of Order Revised shall govern this Association in all cases to which it is applicable, subject to such rules as have
been or may be adopted by the Association.