bylaws

THE BYLAWS OF THE PUGET SOUND MILITARY VEHICLE COLLECTORS CLUB (A NON-PROFIT WASHINGTON CORPORATION)

ARTICLE 1

NAME, PURPOSE AND OFFICES

Section 1.1 Name. The name of the non-profit organization is the PUGET SOUND MILITARY VEHICLE COLLECTORS CLUB sometimes hereinafter referred to as the "Club" or "PSMVCC".

Section 1.2 Purpose. The purpose of the PSMVCC is to provide an adequate organization for historians, vehicle preservationists and collectors interested in encouraging the acquisition, restoration, preservation, public education, and display of historic military transport in the Puget Sound/Western Washington area. Such to be accomplished through the publication of Club periodicals, Internet content, encouragement and support of museums, participation and support of national and community events and such other activities, as the Club officers or members deem appropriate from time to time.

Section 1.3 Offices. The principal office of the Club shall be the residence of the current Club Secretary or Editor. Correspondence and business related to the Club treasury shall be directed to the current Club Treasurer. The current principle office is located at 2882 W. Lake. Sammamish Pkwy. NE Redmond, WA 98052 and whose mailing address is PO Box 2942 Redmond, WA 98073-2942. The Club may have other offices within the state and/or shall be the location of the Treasurer or other Club officers as deemed necessary by the officers or membership.

The registered office of the Club, required by the Washington Nonprofit Corporation Act to be within the State of Washington, may be, but need not, be identical with the principal office. The registered agent of the Club may or may not be at the address of the registered office. The address of the registered office and the identity of the registered agent may be changed from time to time by the Club officers.

ARTICLE 2

MEMBERSHIP

There shall be five categories of members within the Club. These categories shall be determined by the Club officers on an ongoing basis, as they find necessary. Changes or amendments to these categories shall be printed in Club publication.

Section 2.1 Categories of Members. The following memberships shall be authorized:
Regular members comprised of individual collectors who renew their membership on an annual basis; a regular member is entitled to attend any or all of the Club events as a member, receive all Club publications, and is a voting member of the Club.

Associate members, comprised of business organizations, incorporated or otherwise, interested in military vehicles and are approved/retained on a yearly basis by a vote of the Club members and by an annual donation of $50 or more in goods, services or monetary compensation. Associate Members are individuals or businesses who attend two or more Club events, or publish a catalog, or advertise regularly in the Club publication and other such criteria, as the Club officers shall from time to time establish. An Associate member is entitled to attend any or all of the Club events as a member, receive all Club publications, and is entitled to one vote as a voting member.

Life members comprised of individuals who satisfy the requirements for life membership as established from time to time by the Club officers, and become members for their natural life. Life members are entitled to all rights and privileges of a regular member.

Honorary members, comprised of those persons accorded such membership status, for one year, as determined by the Club officers, for special service to the hobby in general of the Club in particular. Any member may recommend a person for honorary membership by submitting a written recommendation to the Club officers. An Honorary member is entitled to attend any or all of the Club events as a member, receive all Club publications, but is not a voting member of the Club.

Complimentary memberships, comprised of those persons or organization whom the Club officers determines to grant such a membership for a one-year term, renewable by the officers, for administrative convenience, for liaison with like-purposed organizations, or for any other purpose the officers determine benefit the Club in general. A Complimentary member is not a voting member.

Section 2.2 Dues. Regular, Associate and Life members shall, as a condition to exercise the rights as members of the association, pay such dues as the Club members may establish by resolution from time to time.

Section 2.3 Membership application. Each person seeking Regular, Associate or Life Membership in the Club shall complete and submit to the Secretary a membership application form containing all information requested in the form along with a check or cash in the amount of the applicable dues payable to the Club. No person shall be denied membership in the Club based upon their race, creed, religion, national origin, sex, or political affiliations. If a membership application is denied, the applicant will be promptly notified in writing, accompanied by return of the tendered dues payment. No Regular/Life member may hold any other class of membership.

ARTICLE 3

MEMBERS RIGHTS, PRIVILEGES AND DUTIES

Section 3.1 Rights and Privileges. The Bylaws shall define the rights and privileges of the categories of membership and shall so inform the membership.

Section 3.2 Classes of Membership. All classes of membership shall be entitled to receive all benefits of the Club, as prescribed by the membership category.

Section 3.3 Periodicals. Each member under the Bylaws is entitled to receive Club periodicals and shall have mailed to him at the address the member provides the Club, a copy of each periodical when published by the Club during his membership term.

Section 3.4 Voting. Each member, who under the Bylaws is entitled to vote, shall have the right to vote by mail-in ballot, on matters required by Washington State Nonprofit Act Law or determined by Club officers. Because of the wide geographic dispersion of members, all voting, by such members shall be by any regular meeting of members with a quorum.

Section 3.5 Right of Proxy. No member shall have the right to designate another person to act as an attorney-in-fact or proxy to exercise discretion on behalf of such member in his absence; members shall have the right to cast votes by a written mail-in ballot which contains one or more specific votes with respect to particular matters to be considered.

Section 3.6 Property. No members shall have any right, title or claim to the property or assets of the Club, nor any membership right not specifically granted by these Bylaws to such class of member.

Section 3.7 Duties. Members shall notify the Secretary or his designee of any change of name, address, telephone number, or similar information concerning where such member may be reached. Failure to promptly notify the Club of such information may be a forfeiture of membership rights. Return for the same reason on two successive occasions of Club mail sent to a member may be forfeiture by that member of his membership rights.

Section 3.8 Termination of Rights and Privileges. Each member’s rights and privileges arising from membership shall terminate upon the lapse of membership at the end of the membership term, if not sooner renewed, or upon the effective date of removal or ejection.

Section 3.9 Special Election by Members. Special elections of members may be called by any three officers, and/or must be called by the President upon receipt of a petition signed by one-third or more of the members. Such petitions shall comply with the Washington election law governing petitions. The time and place of any special meeting of members may be set by the President but shall be effective only after approval by the elected officers. However, any matter to be considered by a vote of the members must be by mail-in ballot to all voting members of the Club in good standing not less than thirty days prior to the election or vote.

Section 3.10 Notice of Elections. Notice of elections shall be mailed, to all members in good standing at the time of the notice, not less than thirty days prior to the election. Should the election be required by statute or by these amended Bylaws the subject matter of the election, for which the election is called, shall be stated in the notice. Attendance and/or participation to such election shall constitute proper notice.

Section 3.11 Quorum of Members. At any election of the members, a quorum shall consist of all voting members by mail-in ballot. Each voting member shall be entitled to one vote on each matter determined by a vote of membership. The act of a majority of the combined number of voting members present by mail-in ballot shall be the act of the entire membership. Any matter brought before the membership is approved by the membership if it receives the affirmative vote of a majority of the voting members present or by mail-in ballot returned to the Secretary at PO Box 2942 Redmond, WA 98073-2942 by the deadline stated on the ballot.

Election 3.12 Election of Officers. Each voting member in good standing on the date of balloting is entitled to one vote for each officer position to be filled by membership vote in an election of officers for the 2 years which starts January 1st to the corresponding December 31st.

Section 3.12.1 Ballots For nominations shall be mailed out with the September newsletter and due back on October 20th. The nominations and any additions will be presented at the October meeting.

Section 3.13 Votes. Votes shall be cast on the official ballot sent to each voting member in good standing with the October PSMVCC publication and to be returned to the Secretary no later than November 20th.

Section 3.14 Officers of the PSMVCC. President, Vice-President, Secretary, Editor of Publication, and Treasurer for a total of five elected positions.

Section 3.15 Terms of Office. The officers of the PSMVCC shall hold their position of office for a term of two years. If an officer cannot for any reason finish their term of office a special election shall be held to fill the vacant office. There is no term limit on the offices of the PSMVCC.

Section 3.16 Payments to Members. Members shall not receive any salary for their services as such, but by resolution of the elected officers shall have the power in its discretion to contract for and to pay members rendering usual or special services to the PSMVCC compensation appropriate to the value of such services.

ARTICLE 4

PSMVCC OFFICERS

Section 4.1 General Powers. The officers shall manage the business and affairs of the PSMVCC. The officers may establish policy(s) for the purpose of administering the business and affairs of the PSMVCC. Officers may accept on behalf of the PSMVCC gift, or devise for the general purpose or for any special purpose of the PSMVCC.

Section 4.2 Number and Election. The number of officers shall be five individuals. The five officers shall be elected from within the State of Washington. Election shall be by vote of the voting membership at large for each position.

Section 4.3 Qualifications. Each of the officers elected by membership must:

(a) have been a member of the Club in good standing for one year preceding their nomination.

(b) have attended no less than one PSMVCC monthly meeting and one event organized by the PSMVCC as a member of the Club.

(d) not be in a business which derives its customer base from PSMVCC members.

(e) not have been convicted of a felony or other serious crime.

(f) never have been removed from any office in PSMVCC.

Section 4.4 Term. The term of office of each officer elected by voting members shall be two years beginning January 1 until the December 31, two years from the start of the officers term but shall not end until his successor has been elected and qualifies, unless earlier terminated.

Section 4.5 Annual Business Meeting. The annual meeting of officers shall be held at a time and place, within the State of Washington, as shall be fixed by the officers scheduled by resolution.

Section 4.6 Special Meeting. Special meetings of the officers may be scheduled by resolution of the President or may be called by any three officers.

Section 4.7 Notices. Notice of any annual or special meeting shall be delivered, in writing, to the officer’s address or verbally at a regularly scheduled meeting. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the officers needs to be specified in the notice or waiver of notice of such meeting.

Section 4.8 Quorum. Three officers shall constitute a quorum for the transaction of any business at any meeting of the officers.

Section 4.9 Manner Acting. The vote of a majority of officers present at a meeting at which a quorum is present shall be the act of the officers.

Section 4.10 Action without a Meeting. Any action required or permitted to be taken by the officers at a meeting, may be taken without a meeting provided the consent is in writing, setting forth the action to be taken, and is signed by three or more officers.

Section 4.11 Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary of the PSMVCC. The resignation shall take effect upon receipt of the notice or at such later time as shall be specified in the notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.12 Removal. The officers may remove any officer of the PSMVCC at any time for reasons deemed appropriate.

Section 4.13 Compensation. Officers shall not receive any state salaries for their services to the PSMVCC.

Section 4.14 Automatic Removal of Officer. Missing two consecutive regular business meetings of the officers held during his term. Missing any combination of two regular business or special meetings of the officers held during his term without prior notification and/or justification. No longer meeting the requirements of membership or discovery of failure to meet requirement of the Bylaws, will cause an officer to be automatically be removed for cause effective as of the adjournment of the last meeting at which his absence triggers this provision.

Section 4.15 Executive Committees. Executive committees must have a minimum of two meetings a year, the location to be determined by the President within 30 days of taking office.

ARTICLE 5

OFFICER DUTIES

Section 5.1 Number. The officers of the nonprofit corporation shall be a President, Vice President, Treasurer, Secretary, and Newsletter Editor each of who shall be elected by a vote of the members.

Section 5.2 Election and Term of Office. The officers of the nonprofit corporation shall be elected every two years by the membership official mail-in ballot. Each officer shall hold office until his successor shall have been duly installed.

Section 5.3 Vacancies. A vacancy in any office because of death, resignation, removal or disqualification may be filled by a majority vote of the officers for the unexpired portion of the term.

Section 5.4 President. The president shall be the principal officer of the nonprofit corporation subject to the control of the membership and shall enforce the Bylaws. He shall, when present, preside at all meetings of the officers and general membership. He may sign, with the Treasurer, authorized checks, deeds, mortgages, bonds, contracts, or other instruments which to the good of the order maybe required to be signed or executed.

Section 5.5 Vice President. In the absence of the President, event of his death, inability or refusal to act, the Vice President shall then perform the duties of the President, and in the absence or inability of the Vice President, Secretary, Newsletter Editor or Treasurer shall perform these duties.

Section 5.6 Secretary. The Secretary shall: (a) keep records of regular and special meetings (b) keep records of member’s names, addresses and other membership information deemed necessary (c) handle official Club correspondence as deemed necessary by the officers.

Section 5.7 Newsletter Editor. The newsletter Editor shall publish a monthly newsletter with contents of officer reports, committee reports, Club activities, events, and meets; format to be at his discretion.

Section 5.8 Treasurer. The Treasurer shall: (a) keep records of members dues paid (b) submit financial reports to the officers at each board meeting and periodic financial reports to the Club membership as directed by the officers (c) along with the President he may sign authorized checks and shall keep records of said checks (d) the Treasurer shall perform other duties from time to tame as may be assigned to him by the President or by the officers.

ARTICLE 6 CONTRACTS, CHECKS, DEPOSITS

Section 6.1 Contracts. A quorum of the officers may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the non-profit corporation, such authority may be general or confined to specific instances. A quote or estimate for service or items must be authorized in writing for approval in advance. Under $200, a quorum of officers may authorize. Over $200, a vote of the members attending the first available monthly meeting is required. A receipt or invoice of services will be required before any payments are made from the club treasury. The club shall have no financial responsibility for funds in excess of authorized amounts.

Section 6.2 Checks, Drafts, etc. The Treasurer or the President shall sign all checks, drafts or other orders for payment of money, notices or other evidences of indebtedness issued in the name of the nonprofit corporation.

Section 6.3 Deposits. All funds of the nonprofit corporation not otherwise employed shall be deposited by the Treasurer from time to time to the credit of the non-profit corporation in such banks, trust companies or other depositories as the officers may select.

ARTICLE 7 EXECUTIVE COMMITTEE

Section 7.1 Standing Executive. A standing committee is one that serves the Club on an ongoing basis.

Executive Committee. The executive committee may consist of the President, Vice President, Secretary, Newsletter Editor, Treasurer, and past President in a voting capacity. It shall have and exercise the powers and actions by the Executive Committee shall be reported to the membership following such action in the periodical.

Election Committee. The President shall appoint an Election Committee, to be approved by the officers. The Committee shall consist of not more than three members, one of whom shall be a Chairman. The President shall appoint Committee members at the August meeting. The Election Committee Chairman will receive the nominations for positions to be elected and all election ballots appointed by the President from the general membership at spring meeting non-officer or nominee for office.

Ethics Committee. The Ethics Committee may consist of the six members of the Executive Committee. The PSMVCC operations and the administration of business affairs must be conducted with integrity to serve the overall best interests of the Club, the membership and resident communities. To this end, the Ethics Committee is established.

The Ethics Committee will address problem situations, which may from time to time arise and be brought to the committee’s attention. The Committee will investigate such situations when applicable and make its decision to the voting membership. Concerns of Club members regarding ethical conduct of its officers or Club members may be brought to the attention of the Executive Committee.