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FOA of the Carolinas Chapter

By-laws

ARTICLE XII

Contracts

Section 1. Execution of Contracts:

The Board of Directors, except as the By-Laws or Articles of Incorporation otherwise provide, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Association, and such authority may be general or special, and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any person or authority to bind the Association by any contract or agreement or to any amount.

ARTICLE XIII

Revenues

Section 1. Dues:

Membership dues shall be such as shall be fixed by the Directors from time to time.

Section 2. When Due - When Delinquent:

Dues shall be payable at the end of 12-month membership anniversary, and are delinquent thereafter.

ARTICLE XIV

Personal Liability

Section 1. Members and Board:

Neither the members of the Association, the Board of Directors nor Officers, present or future, shall be held personally liable for any claim, damage, or debt against the Association or its members.

Section 2. Association Assets:

No member of this nonprofit Incorporated Association shall have the right to individual proceeds of the club assets or property. 

ARTICLE XV

Parliamentary Authority 

Section 1. Rules:

The rules contained in the current edition of Roberts Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Association may adopt.

ARTICLE XVI

Inspection of By-laws 

Section 1. Availability:

The Association shall keep in its principal office the original (or a copy of) the By-Laws as amended or otherwise altered, to date, certified by the Secretary which shall be open to inspection by the members at all reasonable times.

ARTICLE XVII

Amendments 

Section 1. By Members:

New By-Laws may be adopted or these By-Laws may be amended or repealed by a two-thirds (2/3) majority vote of the active voting members present at an annual or special meeting where a quorum is present. Article III, Section 1, is exempt from amendment.

Section 2. By the Board of Directors:

The Board of Directors may adopt, amend, or repeal By-Laws. To become effective a proposed amendment or change must receive a majority vote of the Directors present at a regular meeting of the Board of Directors and a two-thirds (2/3) majority vote of the Directors present at the next regular or special meeting of the Board of Directors. Article III, Section 1, is exempt from amendment.

Section 3. Restrictions:

Not less than six (6) months must elapse between a meeting defeating a proposed amendment or repeal, and a new presentation of the same or substantially the same, amendment or repeal.

ARTICLE XVIII

FOA REGIONAL CLUBS

Section 1. Formation

A. Members:

Membership in good standing in the Association shall be a prerequisite of membership in a regional club.

B. Charter:

Granting of a Charter will be considered for each prospective club meeting all requirements and obligations of this section.

C. Application:

Application for formation of a Regional Club shall be made to the Board of Directors of the Association, via the FOA Regional Club Committee Chairperson, in the form of a petition which shall be duly signed by ten (10) or more active members of the Association and all subsequent members of the Regional Club must be members of the Association.

D. Charter Membership:

The charter membership of a Regional Club shall be five (5) or more active members of the Association and all subsequent members of the Regional Club must be members of the Association.

E. Chartered Name:

A chartered club shall use only the name designated in its charter. The new Regional Club name shall be approved by the National Board of Directors.

F. Boundary:

The National Board of Directors reserves the right to realign established regions in the best interest of the Association. All Regional Clubs may have members from outside that region. The FOA Regional Club Committee shall arbitrate any Regional Club boundary disputes involved in chartering a new Regional Club. The FOA. Regional Director Support Committee shall arbitrate all Regional Club boundary disputes between chartered Regional Clubs.

G. Conformance to By-laws:

All Regional Clubs must conform to the provisions of the By-Laws of the Association or may have their charters and memberships herein suspended or revoked by action of the National Board of Directors, and if the charter is revoked, the Regional Club agrees not to use the name "Ford Owners Association" until the charter is declared again in force by action of the National Board of Directors.

Section 2. Incorporation

A Regional Club, after receiving its charter, may incorporate if the Club’s Board of Directors and/or membership considers such incorporation appropriate in its particular situation. A Regional Club shall agree, as a prerequisite to obtaining a charter, to abide by the constitution and By-Laws of the Association then in force or thereafter from time to time adopted whether the Regional Club is incorporated or not.

Section 3. Board of Directors

A. Selection:

As soon after organization as possible, a meeting of the Regional Club should be called and a Board of Directors selected by the membership. This Board of Directors shall consist of not less than five (5) members from the Club’s membership. A quorum of the Board of Directors shall consist of a majority of same.

Section 4. Regional Club Officers

1. Officers:

A. President:

The President shall preside over all meetings of the Board of Directors and meetings of the members and shall sign all contracts and other instruments of writing, which shall be been first approved by the Board of Directors. The President should always conduct club business with the highest level of ethics, integrity, and in the best interest of the FOA.A. President:

C. Vice President:

In the absence of or inability of the President, to act, the Vice-President shall preside.

D. Secretary:

The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and meetings of the members, shall make service of such notices as may be necessary and proper; shall supervise and control the keeping of the books and accounts of the Regional Club, and shall discharge such other duties as pertaining to the office or as prescribed by the Board of Directors. The Secretary of each Regional club shall, in January of each year, provide the Secretary of the National Club, the names and the National Club membership of the officers elected to serve in the ensuing year.

E. Treasurer:

The Treasurer shall receive and safely keep all funds of the Regional Club and deposit same in such bank as may be convenient. Such funds shall be paid out only on the check of the regional Club signed by the Treasurer.

F. Regional Director:

A Regional Director represents the local club in all communications with the National club. All communications, news, minutes, etc, will be channeled to local clubs through the National Director.

Section 5. Meetings/Location

A. Meetings:

A Regional Club shall hold a minimum of six (6) meetings of the Board of Directors during the fiscal year. It may hold such other meetings as the Board of Directors and membership may desire.

B. Location:

All general membership meetings must be held within the Regional Club's assigned territory.

Section 6. Revenues

A. Fiscal Year:

The fiscal year for all Regional Clubs is recommended to begin on the first day of January of each year.

B. Dues:

Dues for each member are assessed for the calendar year. Only members in good standing can vote and only members in good standing can hold office. From the National Club’s perspective, a spouse of a Regional Club member holding Regional Elective Office can vote in Regional (Local) elections. A spouse of a National Club member may also serve as a Regional Director. 

Section 7. Other FOA Requirements

Reporting Membership Information to National Club: Each year a list of all Regional Club members, as of June 1 of that year, shall be mailed to the Association so as to be received not later than July 1. The list shall identify by FOA membership number all Regional Club members who are Association members

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