Rebels & Rods

Bylaws and Articles of Organization

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TABLE OF CONTENTS

ARTICLE I:           Purpose 

ARTICLE II:           Non-Profit Status 

ARTICLE III:         Liquidation Or Dissolution

ARTICLE IV:         Club Address 

ARTICLE V:          Fiscal Year 

ARTICLE VI:        Club Activities And Membership 

       Section 1.    Activities 

       Section 2.    Membership 

       Section 3.    New Members 

ARTICLE VII:       Executive Board Elections 

       Section 1.    Term 

       Section 2.    Term Limits 

       Section 3.    Election Officer

       Section 4.    Nomination Process

       Section 5.    Elections 

       Section 6.    Counting Ballots & Announcing Results 

ARTICLE VIII:       Duties of Club Officers 

       Section 1.    President 

       Section 2.    Vice President 

       Section 3.    Treasurer 

       Section 4.    Clerk 

       Section 5.    Audit Committee 

ARTICLE IX:        Dues 

       Section 1.    General 

       Section 2.    Good Standing 

ARTICLE X:         Club Funds 

       Section 1.    Disbursement Generally 

       Section 2.    Records of Account 

       Section 3.    Authorized Signatures 

ARTICLE XI:        Meetings 

       Section 1.    Board of Directors Meeting

       Section 2.    Mandatory Meeting 

       Section 3.    Special Meeting 

       Section 4.    Meeting Agendas 

ARTICLE XII:       Deciding Issues 

       Section 1.    Conflict Of Interest 

ARTICLE XIII:      Indemnification 

ARTICLE XIV:      Amendments 

ARTICLE XV:       Parliamentary Authority 

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ARTICLE I:         Purpose

The Rebels & Rods of Plymouth MA, Inc (aka Corporation or Club) is organized exclusively for charitable and educational purposes, including, for such purposes, the following:

• To organize and operate car shows within and around Plymouth, MA and eastern Massachusetts.

• To support other similar organizations.

• To provide support, education and general information to members and supporters of the organization.

• To make distributions to local families in need and/or Organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.

• In general, but only to the extent consistent with the foregoing, to perform any acts and to exercise all rights and powers permitted to non-profit charitable organizations organized under MGL Chapter 180

 

ARTICLE II:        Non-Profit Status

The club is not organized for profit and no part of the net earnings of the club shall benefit or be distributable to any member or officer of the club. The club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the club.

 

ARTICLE III:       Liquidation Or Dissolution

In the event of any liquidation or dissolution of the club, no director or officer shall be entitled to any distribution or division of the clubs property, assets or the proceeds thereof, and upon such liquidation, after the payment and discharge of or provision for all its debts and obligations shall distribute all the assets of the club to such organization or organizations which, at the time of distribution, qualify as exempt from federal income tax under Section 501 (c) of the Code.

 

ARTICLE IV:       Club Address

For business registration purposes, the address of founding Rebels President Joe Fratus was used: 19 Holmes Ave, Carver, MA 02330

 

The clubs mailing address is PO Box 6428, North Plymouth, MA 02362.

 

ARTICLE V:        Fiscal Year

The fiscal year of the Corporation shall be the calendar year

 

ARTICLE VI:       Club Activities And Membership

Section 1.  Activities

The club hosts car meets on a weekly basis from April until November each year, weather permitting, it also organizes and participates in several “special” events throughout the year. There is no membership of any kind needed to participate in our regular weekly events or special events although pre-registration may be required if limited capacity is available for said event.

 

Section 2.  Membership

The only membership required is for those in the Core Group. Seventeen (17) shall be the maximum size of the group, which will be comprised of the Executive Board and the supporting crew.

 

The Core Group is responsible for arranging all club activities, setting up said activities, seeking sponsorships for club events or fundraisers and shall act on behalf of the club.

 

Section 3.  New Members

If a member of the Core Group is removed or steps down and an opening is created, recommendations for a replacement can be made by any of the remaining members. Any potential member will be vetted for inclusion in the Core based on what the potential member will add to the overall functioning and operations of the club, personal or background experience that will benefit the club and the need for a position to be filled. Once vetted, a paper ballot will be cast, a simple majority will decide the outcome of the application. If voted in the affirmative, the new member will be invited to the next meeting where he/she will accepted into the group on a temporary basis until he/she completes a 6-month probationary period, after which they will be notified of their permanent status.

 

ARTICLE VII:      Executive Board Elections

The position of the President, Vice President, Treasurer and Secretary/Clerk shall be elected each year by the members.

* the three (3) Group Leaders and the Business Manager are appointed by the President on January 1st of each year (or after the

   election results are confirmed)

 

Section 1.  Term

All elected terms run from January 1st until December 31st of each year.

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Section 2.  Term Limits

No officer shall serve more than four (4) consecutive terms, in his or her current position, nor more than ten (10) consecutive terms as an officer.

 

Section 3.  Election Officer

One member in good standing, at the discretion of the President will be appointed as the Election Officer prior to the beginning of the October mandatory meeting. He/she will be responsible for accepting nominations, announcing open positions, declaring candidates, and verbally stating the winners after the votes have been calculated.

 

Section 4.  Nomination Process

Nominations for officer positions will be accepted beginning at the start of the October mandatory meeting. Nominations must be made either verbally at a club meeting or in writing to the Election Officer. Once received, the Election Officer will address the prospective candidate and ask if they will accept the nomination. The Election Officer will alert all of the members of the Core Group via group text of a nomination and whether or not the nomination was accepted if nomination and acceptance is not made during a regular or special meeting. The nomination process will end when the November mandatory meeting concludes, and all candidates will be announced.

 

Section 5.  Elections

At the start of the December mandatory meeting, a paper ballot will be given to each Core member eligible to vote. The ballot will contain the names of those individuals that have been nominated and which offices they have been nominated for.

 

Section 6.  Counting Ballots & Announcing Results

The paper ballots for the club elections shall be turned in to the Election Officer after they are completed. Once all ballots are all turned in, they will be counted by the Election Officer and two Group Leaders to ensure impartial and accurate results.

After the vote count has been tabulated and verified, the Election Officer will read the results out loud.

The responsibilities of all elected club officers will be effective starting January 1st.

 

ARTICLE VIII: Duties of Club Officers

Section 1.  President

It will be the duty of the President to promote and maintain the wellbeing of the Corporation and to perform, assist with, or advise in such duties as may arise in connection with the Corporation’s interest.

 

Section 2.  Vice President

It shall be the duty of the Vice President to assist in the coordination of the Corporation activities and to seek to expand membership within the Corporation. He shall stand in for the President at club activities when the President is absent.

 

Section 3.  Treasurer

The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. He shall be in charge of its financial affairs, funds and securities. They shall also be in charge of its books of account and accounting records, and of its accounting procedures. It shall be the duty of the Treasurer to prepare or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other federal or state agencies.

 

Section 4.  Clerk

The Clerk shall record and maintain records of all proceedings of the Members and Directors in a book or series of books. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and Bylaws and names of all Members and Directors and the address of each. The Clerk shall also have custody of all documents, periodicals and correspondences of the Association and shall make a detailed report at the annual meeting showing what has been accomplished by the Association during the last fiscal year of the Association and shall read the minutes of the previous meeting at every regular meeting of the Association. It is also the responsibility of the Clerk to take attendance at all meetings and retain the records as an archive.

 

Section 5.  Group Leaders

Three members in good standing, selected by the President, shall be responsible for organizing activities and performing tasks within their realm of responsibility and experience for the betterment of the club as a whole. Each of the three Group Leaders will have a number of members under their charge and will disburse any information to them directly. Likewise, each member under a certain Group Leader will use them to convey questions or concerns about the group and said Group Leader will address the Executive Board with any inquiry and get back to the individual upon response.

 

Section 6.  Audit Committee

The Audit Committee shall consist of the Treasurer and two members of the Core Group in good standing that have knowledge of finances and is willing to assist in the overview of club finances on a semi-annual basis to ensure that all financial records are current and accurate. The Audit Committee should meet at a minimum two times each year, once before any annual tax filings are due and once mid-year just to ensure that the records are on track. The Committee may meet more if needed or desired.

 

ARTICLE IX:       Dues

Section 1.  General

Membership dues shall be set by the Board of Directors annually and are due on or before January 1st of each year. Individuals who are voted into the group to fill a vacancy after July 1st shall pay 50% of the current rate for the remainder of the year.

 

Section 2.  Good Standing

Members to stay in good standing, shall pay their dues before January 31st. A member who has not paid his dues prior to February 1st shall be suspended from the Corporation with all membership privileges revoked. On March 1st, if the dues have not yet been paid, the individual’s name will be removed from the Corporation’s list of Members. Reinstatement to membership within the Corporation shall be made by payment of full dues within the current fiscal year regardless of month as long as that spot in the group has not been filled.

 

ARTICLE X:        Club Funds

The Treasurer shall be the only member of the corporation that shall maintain and have total access to club funds.

 

Section 1.  Disbursement Generally

Corporation funds shall be disbursed only for expenses incurred for Club-related activities and shall be disbursed only by the Corporation’s Treasurer.

 

If any officer or group member needs to purchase anything for a club-related event or task, they must get a written quote or invoice and submit it to the Treasurer for payment. The Treasurer is the only member authorized to pay bills so that he may maintain an accurate and current record of club funds and all required paperwork to keep the books balanced.

 

The Executive Board may authorize the expenditure of club funds up to $500 for any club related expenses if a majority of the Board approves it through a simple verbal or raised hand vote.

 

Expenditures over $500 for any club related expenses shall require a majority vote of the entire core group. For expenditures over $500, a written quote for it should be obtained and competitive pricing should be sought if possible to maintain best business practices.

 

Section 2.  Records of Account

The Treasurer shall present a record of club fund totals, including any specific income and expenditures for the previous month at each Executive Board meeting, held the second Thursday of each month.

 

Section 3.  Authorized Signatures

There shall be two (2) authorized signatures on the Corporation account but only one required for signing checks. Authorized signatures shall be the Treasurer and one other member of the Executive Board.

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ARTICLE XI:       Meetings

All meetings shall be at a location chosen and shared with all members of the Board and/or Core Group for each specific meeting. Members are encouraged to arrive at 5pm to give time to socialize, get food or drink and prepare for the meeting. The business portion of the meeting will start at 5:30pm.

 

Section 1.  Board of Directors Meeting

The Board of Directors (the Executive Board, Group Leaders and Business Agent) shall meet on the second Thursday of the month. This meeting is to discuss future and past club events, to discuss goals, objectives and direction that the club will take as well as discussing club funds.

 

Section 2.  Mandatory Meeting

The fourth Thursday of the month will be the mandatory meeting, where all current members of the core group will be required to attend. New ideas and club updates will be shared and discussed here. The core group will receive a brief recap of the most recent Executive Board meeting. If a member misses more than 50% of mandatory meetings in any calendar year, they will be removed from the Core Group.

 

Section 3.  Special Meeting

Special meetings of the Members or the Executive Board may be held on any day when called by the President or a majority of the Board of Directors if an issue arises that needs immediate attention.

 

Section 4.  Meeting Agendas

To keep focus on track at Club meetings, all meetings will be run using an agenda.

    Order of Business

1. Reading of the minutes of the last meeting

2. Officer reports

3. Report of committees

4. Old business

5. New business

6. General discussions

 

ARTICLE XII:      Club Operations

At any meeting at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast.

 

Section 1.  Conflict Of Interest

No Member or Director shall cast a vote on any matter which has a direct bearing on services to be provided by that Member or Director, any organization which such Member or Director represents or with which such Member has an ownership interest or is otherwise interested or affiliated, which would directly or indirectly financially benefit such Member or organization.

 

Section 2.  Code of Ethics

Under no circumstances should any member of the group benefit directly or indirectly financially or materially for being a part of it. Obviously friends are made in the course of normal activities and people are allowed to help each other in personal settings and is fine, normal and acceptable.

 

Section 3.  Code of Conduct   

Activities: All of the Rebel events are family friendly activities and the public perception of this club is reliant upon and reflective of the actions of its members. When a core member wears the logo, specifically at club events, professional conduct and ethical behavior must be adhered to at all times.

The following things should be strictly refrained from in the setting of club events:

• The use of any profanity

• The use of any smoking materials (tobacco, vape or other) in the immediate areas of club tents, tables or staging areas

• The use of disparaging remarks or comments about any individual, group or entity between core members since there are always ears around

 

Section 4.  Respect

The way that members treat each other, act towards each other, talk to each other or react to others comments should always remain respectful and polite. Understandably, disagreements and arguments happen during the course of normal business and operations but displaying any form of disrespect to others in general should not be tolerated.

 

ARTICLE XIII:     Indemnification

The Corporation shall indemnify any Trustee or officer and any former Trustee or officer of the Corporation and any such Trustee or officer who is or has served at the request of the Corporation as a Trustee, officer or Trustee of another Corporation, partnership, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorney fees, judgements, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such a Trustee, officer or Trustee in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative to the full extent permitted by applicable law. The indemnification provided for herein shall not be deemed to restrict the right of the Corporation (i) to indemnify employees, agents and others to the extent not prohibited by such law, (ii) to purchase and maintain insurance or furnish similar protection on behalf of or for any person who is or was a Trustee, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a Trustee, officer, employee or agent of another Corporation, joint venture, partnership, trust or other enterprise against liability asserted against him or incurred by him in any such capacity or arising out of his status as such, and (iii) to enter into agreements with persons of the class identified in clause (ii) above indemnifying them against any and all liabilities (or such lesser indemnification as may be provided in such agreements) asserted against or incurred by them in such capacities.

 

ARTICLE XIV:    Amendments

To alter, amend or repeal the Bylaws, or adopt new Bylaws, two—thirds (2/3) of the Members present and voting at a mandatory meeting, shall constitute a quorum.

 

ARTICLE XV:     Parliamentary Authority

The parliamentary writings of General Henry M, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these Bylaws or the Articles of Organization.

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                                                          Considerations

 

Dues

A nominal fee for annual dues for core members should be set. Since we are a non-profit organization, the fees need not be abundant but simply set to acknowledge current and good standing of membership. There should be two different types of membership within the Rebels & Rods, one set for core members and one set for general membership. The differences in the two types of memberships are that core members have voting and management input and responsibilities and the general members are just supporting members that contribute to the overall well-being and success of the organization. It is also a suggestion that in order to become a member of the core group if an opening occurs, they must first be a general member of the club to qualify.

 

I would suggest that core membership dues should be set at $25 annually and general membership dues set at $10 annually. With the current number of core members and the estimated weekly attendance (assuming that only 200 attendees agree to become “official” members), we would start each calendar year with the following income to begin to compile funds to operate for the coming year.

          Core member annual income: $425

          General membership income: $2,000

 

Spreading Responsibility and Tasks

Every core member should take turns picking the Car of the Week at the weekly events

          Keep the Car of the Year a vote of the attendees

          *unsure how the winners at special events like the Upland Show are chosen but should either be by attendee vote or by a core 

            majority vote

 

Counting Money

After fundraisers, have a finance committee count all the funds and formulate a report

 

Social Media

One person should be appointed to post on behalf of the club for all club approved announcements (as Tim previously stated).

 

Weather predictions should be left to professional meteorologists and not core members watching the news. The decision to postpone or cancel events should be left to Tim (as previously decided) on the day before the event to get the best and most current possible weather prediction or sooner if the forecast is clearly unfavorable for an event

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Texting

Do away with the 17-man group text and use the system discussed already about going through the Group Leaders. It may not eliminate the stupidity or ridiculous hour of texts by some but should minimize the amount of hours long text chains

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Annual Fundraisers

The club should select ONE cause per year and focus 100% of our efforts on that cause rather than taking on multiple tasks and potentially falling short of our goals or expectations.

 

Funds Raised

We should set a limit on the amount of money that we disburse to our selected recipient. I’d suggest capping our donations to our recipients at either $10,000 or $12,000. If we raise more than that, we can either roll it into the upcoming year or disburse it to another local cause.

FYI – just because we are a non-profit, it does not mean that we cannot have money in the bank. We are expected to run this as a business and are entitled to have funds to pay for any club-related issues, events and expenses that arise. As a reference, my fishing club reported at the August Executive Board meeting that we have $72,853.55 in the bank account (they have been around for 73-years and are obviously doing it right).

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Voting Results

When paper ballots are cast for club officers, the total number of votes for individuals shall remain private. I think that this will keep anyone from developing hard feelings among the group. Paper ballots for issues and changes within the group can have the results made known among the group

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