Deer Valley Collectors

 

Spring 2017

BYLAWS

OF

DEER VALLEY COLLECTORS

 

ARTICLE I

PURPOSES

The purposes of the club are primarily for social, hobby, and education relative to farm machinery and its history. Club membership is open to anyone interested in this purpose. Club activities will typically be in the Illinois/Iowa Quad Cities area. The club encourages, supports, and educates the youth of today through programs like “Young Hands” and the donation of “ag-related books” programs with any budgetary requirements to be reviewed annually by the sitting Board of Directors. Scholarships will be provided to qualified applicants. The number of and dollar amount of said scholarships will be decided by the sitting Board of Directors, after a review of club finances. The club will nevertheless have unlimited power to engage in and to do any lawful act concerning any and all lawful purposes under the Iowa Nonprofit Corporation Act, Iowa Code Chapter 504A.

 

The club shall be operated for those purposes allowed as a tax-exempt organization under Section 501 (c) (7) of the Internal Revenue Code (IRC) and its regulations as they now exist or as they may hereafter be amended. Any revenue collected by the club will be compliant with the regulations related to Section 501 (c) (7). In general, revenue collected will be related to membership dues, group social activities, or other activities related to awareness or promotion of the hobby of preservation, restoration of farm machinery, or public education related to farm mechanization or its history.

 

The club is not organized for profit, and no part of the net earnings of the club shall be distributed to, or inure to the benefit of, any director or officer of the club, contributor, or private individual either during the existence of this club or upon its dissolution. No substantial part of the activities of this club shall be to carry on propaganda or otherwise attempt to influence legislation, and the club shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

ARTICLE II

MEMBERS AND VOTING RIGHTS

SECTION 1. Membership Qualifications: Membership will be available to those who have an interest in farm machinery and pay the established membership dues. Family members will be considered members as long as one person in the household has a current paid membership.

SECTION 2. Dues of Members: Annual membership dues will be established by the Board of Directors.

SECTION 3. Termination of Membership: Resignation from membership will not result in any refund of dues. Membership may be discontinued by the Board of Directors after an appropriate hearing, for unbecoming conduct, non-payment of dues, and/or other reasons determined by the Board and agreed to by a majority of Board Members.

SECTION 4. Rights of Members: Each member shall be entitled to one vote for the election of the members of the Board of Directors at the annual meeting of the members and shall be further entitled to vote on any other matter submitted to the vote of the membership by the Board of Directors.

ARTICLE III

MEETINGS

SECTION 1. Club Meetings: Club business meetings will be held as needed but no less than annually.

SECTION 2. Election of Directors Meeting: An annual meeting to be designated by the Board of Directors will be conducted for purposes of electing directors and the transaction of any other business that may come before the meeting.

SECTION 3. Special Meetings: Special meetings may be called from time to time by the club President or the Board of Directors.

SECTION 4. Notice of Meetings: Written notice of meetings shall be given no later than three days prior to the date of the annual or any special meeting, and such may be given by means of any newsletter issued by the club or by means of any notice given by means of ordinary mail. The giving of such notice shall be at the direction of the Board of Directors, Secretary, or other corporate officer calling the meeting.

SECTION 5. Quorum: A quorum shall consist of the presence of a majority of the Board of Directors.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. Powers: The business affairs of the club shall be managed by the Board of Directors.

SECTION 2. Election and Term of Office: The Directors shall be elected by a majority vote of current members attending a meeting designated for election of Directors.

SECTION 3. Number and Tenure: The initial members of the Board of Directors shall be twelve (12), and the number of Directors may be increased or decreased by the Board of Directors then currently holding office. The nominating committee appointed by the Board of Directors will recommend a slate of directors to the general membership for approval. The term of office shall be for three years. The club will maintain positions of Historian and Newsletter Editor. These may be Board members or volunteers from the membership at large. The Historian shall maintain a record of club activities. Commonality is to be maintained as the office is passed from year to year. The Historian or his/her designee will support the publication of the club’s newsletter with its editor.

SECTION 4. Vacancies: Any vacancy occurring on the Board of Directors shall be filled by vote of the remaining Board members.

SECTION 5. Removal from Office: If circumstances should occur that would warrant removal from office of any Board members such as failure to attend Board meetings or other circumstances, the Board may by majority vote remove said member from the Board.

SECTION 6. Compensation: Club members making up the Board of Directors shall not receive any stated salaries or compensation for their services.

ARTICLE V

OFFICERS

SECTION 1. Officers: The officers of the Club shall be a President, a Vice-President, a Secretary, and a Treasurer. Additional offices may be created by the Board as the need may arise.

SECTION 2. Election and Term of Office: The Directors will elect officers of the club from the Board of Directors. The term of office will be one (1) year. The office of President will be limited to two (2) consecutive terms. In addition, a candidate for President must have been a Board member for a minimum of one year prior to being a candidate. Both the secretary and treasurer, as long as they are willing to continue in their current capacity and with the Board’s approval, may continue to do so indefinitely.

SECTION 3. Duties of Officers:

(a) President: The club President shall preside at all meetings of the members and the Board. In his/her absence, the Vice President or any member of the Board of Directors may be designated as temporary chairman to preside at any such meetings. The President shall be the principal executive officer of the club responsible for keeping and maintaining the President’s handbook to be passed to the newly elected President and shall be responsible for supervising all the business and affairs of the club.

(b) Vice-President: The Vice-President shall, in the absence of the President or in the event of his/her inability or refusal to act, perform the stated duties of the office of President and, when doing so, shall have all powers of and be subject to the same restrictions placed upon the office of President. The Vice-President shall perform other such duties as may be assigned to him/her by the President or the Board of Directors.

(c) Secretary: The Secretary shall handle all official correspondence of the club and shall keep minutes of club meetings. The Secretary shall report no less than quarterly at the business meeting.

(d) Treasurer: The Treasurer shall be the custodian of the club’s funds. The Treasurer shall report the financial status of the club no less than quarterly at the business meeting. The Treasurer will also provide annual reporting as required to maintain tax-exempt social/hobby club status as defined be Section 501 (c) (7) of the IRC.

ARTICLE VI

COMMITTEES

 

The Board of Directors may appoint such standing or special committees from time to time as may be required to satisfy the interest and needs of the members.

 

One member of the Board must be assigned to any “Event,” “Show,” or “Committee” the club forms or elects to participate in. This person is to be a liaison between the Board and Event, Show, or Committee in question. This measure safeguards responsibilities for monies if applicable and verifies the Board’s control of such Event, Show, or Committee formed.

 

ARTICLE VII

CLUB EVENTS

 

The club shall hold such local events as shall be determined by the Board of Directors. Such events shall provide provisions for safety and liability. No alcoholic beverages will be permitted at any event or meeting open to general public participation. Smoking will not be permitted at indoor events.

 

ARTICLE VIII

CLUB PROPERTIES

 

Purchase and maintenance of club properties will be the responsibility of the Board of Directors or their designees. A current inventory listing of these properties will be maintained by the Board or their designee. For the purpose of reducing liability exposure and excessive wear and tear, use of club properties shall be limited to club functions and other events from time to time as determined to be appropriate use by the majority of current board members present.

 

 

ARTICLE IX

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

 

SECTION 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the club, and such authority may be general or confined to specific instances.

 

SECTION 2. Loans: No loans shall be contracted on behalf of the club, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

 

SECTION 3. Checks, Drafts, Etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the club shall be signed by the Treasurer or the President or Vice-President. The President shall have the authority to issue checks for club business in the absence or the incapacity of the Treasurer to do so. This shall require both the Treasurer and the President or Vice-President to sign a signature card at the bank to be reviewed annually.

 

SECTION 4. Deposits: All funds of the club not otherwise employed shall be deposited from time to time to the credit of the club in such banks, trust companies, or other depositories as the Board of Directors may elect.

 

SECTION 5. Fiscal Year-End: The club shall have a December 31 year-end.

 

ARTICLE X

SEAL

 

The club shall not have a corporate seal.

 

ARTICLE XI

DISSOLUTION

 

The club may be voluntarily dissolved in the manner provided in the Articles of Incorporation of the club or, in the absence of any such provisions, as provided in the Iowa Non-profit Corporation Act and consistent with section 501 (c) (7) of the IRC. In the event of liquidation or dissolution of the club, whether voluntary or involuntary, the assets of the club received from any source whatsoever, after payment of all debts and obligations of the club, shall be used or distributed, subject to the laws of the State of Iowa, exclusively for the purposes of the club in such manner, or to such organization or organizations organized and operated exclusively for public education or social/hobby activities related to farm mechanization or its history as the Board of Directors shall determine.

 

Should it be necessary for whatever reason to dissolve the club, the Officers of the club shall present a petition to the membership, and the club shall be dissolved upon a majority vote of these members voting at a meeting for that purpose. Records of the club will be retained by the club President for a period of two years subsequent to dissolution.

 

ARTICLE XII

INDEMNIFICATION

 

The club shall indemnify any present or former directors, officers, employees, members, or volunteers of this club and each such person who is serving or who has served at the request of this club as a director, officer, partner, trustee, employee, or agent of another club, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible against expenses, including attorney fees, judgments, fines, settlements, and reasonable expenses actually incurred by such person relating to his conduct as a director, officer, employee, partner, trustee, or agent of another club, partnership, joint venture, trust, other enterprise, or employee benefit plan except that the mandatory indemnification required by this sentence shall not apply (1) to a breach of the duty of loyalty to the club, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for a transaction from which such person derived an improper personal benefit.

 

ARTICLE XIII

AMENDMENTS OF BYLAWS

 

These club Bylaws may be amended from time to time. In addition to approval by the Board of Directors, such alterations, amendments, repeals, or adoptions shall be presented to the club membership at least twice in the newsletter, including notification of a vote for adoption by the majority of members participating in a membership business meeting.