Avanti Owners Association International, Inc.
AOAI By-laws / February 2017
Typographical errors corrected, format continuity was added and was unanimously adopted by the AOAI Board during the regular board meeting on October 11, 2020
Article I – Corporation
- Name: The name of the corporation shall be Avanti Owners Association International, Inc., (AOAI).
- Logos: Composition and design of any Association logos and symbols shall be determined by the Board of Directors.
- Logo Display: The Logo may be displayed by the Association and its Affiliated Organizations in representing the interests and activities of the Association and its affiliated organizations. The logo may not be displayed or used by other persons or groups for promotion or any other use except as directed by the Board. The logo must only be displayed on a plain background and not be directly part of other art and graphic designs.
Purpose: The purpose of the corporation shall be to promote, encourage, foster and cultivate preservation, ownership and operation of Avanti automobiles and, further, to provide technical information to its members relative to parts, repairs and mechanical needs; to encourage safe and skillful driving and to provide opportunity for interaction among its members. The corporation will be of an educational, social and recreational nature only.
Principal Office: The principal office of the Association shall be with the President of the Association.
Mergers: The Association is of the non-stock type. The requirements for merger with another club would be the unanimous consent of the Board of Directors and a seventy-five percent (75%) affirmative vote of the general membership voting.
Article II – Membership
Membership: Qualifications for membership shall be any person who is a present or past owner of an Avanti automobile, or has an interest in the Avanti. Any person interested in and capable of furthering the purpose of the Association shall be eligible for membership. No individual shall be rejected on the basis of race, religion, sex or national origin.
Membership Classification: There shall be the following classes of members:
- Active Membership: An active membership shall be one kept in good standing. A jointly held active membership pays only the regular dues and will receive only one copy of the AOAI publication (s).
- Life Membership: A life membership is available for a single payment amount set by the AOAI Board of Directors. The life member will have all of the benefits of an active member.
- Honorary Membership: The Board of Directors may elect to Honorary Membership any person who has contributed outstandingly to the design, development or manufacturing of the Avanti or who has played a significant part in either the history of the Avanti or the AOAI. Honorary members shall not be charged dues or assessments of any kind or be eligible to vote. Honorary members shall retain membership at the pleasure of the Board.
- Additional Categories of Membership: The Board of Directors may, by majority vote, establish or eliminate additional classes or categories of membership as deemed appropriate by the Board.
Application for Membership: All applications for membership shall be accompanied by the required dues or fees prior to the time of joining the Association. Dues of fees received shall be deposited in the AOAI account and the application or renewal administered by the Membership Secretary.
Rights and Privileges: All members in good standing have the right to attend all social meetings and all other events and association activities and to participate therein. All members in good standing may attend any meeting including meetings of the Board of Directors. Only active members in good standing have the right to vote in general elections. An annual membership meeting of the AOAI for the purpose of conducting the Association’s business will be held at a time and place chosen by the President with the concurrence of the Board of Directors. At the meeting parliamentary procedures shall be followed in accordance with Robert’s Rules of Order.
Dues: Dues, membership and any initiation fees shall be set by the Board of Directors, Any changes in dues or fees shall be submitted to the voting membership by the Board of Directors. Approval of a change in the dues or fees shall be as outlined under Article VI, Section B of the Bylaws. The dues are due on the first day of the month which a person makes application for membership and will expire at 12:01a.m. On the last day of the same month the following year. If said dues or fees are not paid on or before the previously determined expiration date, that member shall cease to be a member in good standing. Members not paid up within three (3) months of the expiration date, before publication of a regular issue of an association publication, which is circulated to all members of record, will be dropped. Reinstatement will occur when the required dues are paid in full.
Association Funds: All funds received by the Association will be placed in a financial institution to be determined jointly by the President and Treasurer. Two officer’s signatures shall be required to withdraw from or change the account or its status.
Resignation: Any member may resign at any time by notifying the President in writing. A member who resigns is not entitled to a refund of any dues or fees.
Termination of Membership: Upon giving the member in question full opportunity to hear and to reply to the charges or reasons for such action, the membership of any member may be terminated by unanimous vote of the Executive Board for conduct unbecoming a member of the AOAI or other cause.
Article III – Organization Structure
- Organization and Government: The governing body of the AOAI is the Board of Directors. Said Board of Directors manages affairs and property of the Association. The Board of directors shall have nine (9) directors, elected by the general membership. Following completion of the transition plan, Board Directors will serve three year terms and be elected on a staggered basis. The actual number of directors and the corresponding election years may be changed by majority vote of the existing Board.
- Vacancy: If a vacancy occurs in the Board of Directors, the President shall fill said vacancy by appointment.
- Elections: All nominations shall be made no less than two (2) weeks before the elections. Such nominations shall be signed by the nominator(s) and accompanied by the signed acceptance of the nominee. Such elections shall be held by mail during the month of September, every year. Approximately one third (1/3) of the Board shall be elected each year. The Board of Directors shall elect the officers of the Association from among the Board’s membership prior to or during the month of November for the new term of office. Both those Directors currently serving on the Board and the newly elected Directors are required to attend the first meeting following the elections during which the officers shall be announced. The first meeting of the new Board shall take place in January.
Officers: The Association shall have five (5) active officers at all times. These officers are:
- President: The President shall be the chief executive officer and shall have general supervision and control of the Association. The President shall be member ex-officio of all committees, and shall have the powers and responsibilities of management usually pertaining to the office of the President of a corporation and such other powers as are assigned by the Board of Directors.
- Vice President: The Vice President shall act in place of the President in the event the President is unable to perform his duties. The Vice President shall have such other powers as assigned by the Board of Directors.
- Secretary: The Secretary, or a representative, shall attend all general meetings and meetings of the Board of Directors and keep minutes of all meetings for the Board of Directors. These minutes shall include the time and the place of the meetings, the names of the Officers and Directors present and a summary of the proceedings. The Secretary shall act as custodian of the Association. The Secretary shall gather information from all chapters to verify their good standing and make a report to the Board at their annual meeting. This Certification of Compliance shall include, but is not limited to: minutes from two business meetings, a bank statement and a list of members including their AOAI registration number. The Secretary shall have other such powers and duties as assigned by the Board of Directors.
- Treasurer: The Treasurer shall keep accurate records of account and shall deposit and disburse all funds and property of the Association as ordered by the Board of Directors. The records of the account of the Association shall be open to inspection by any member at any reasonable time. The treasurer shall submit a financial report (budget with variances minimum) to the Board of Directors on a three (3) month basis and to the general membership on an annual basis with its publication in Avanti Magazine. The Treasurer shall be responsible for the timely filing of all state and federal financial information including all tax returns. Treasurers shall provide documentation to the President and Secretary of the organization including certified mail receipts and copy of the returns as filed. The Treasurer shall have other such powers and duties as assigned by the Board of Directors.
- Membership Director: The Membership Director is responsible for maintaining records of membership and for promoting and facilitating membership in the organization. The Membership Director shall have other such powers and duties as assigned by the Board of Directors.
- Meetings: The Board of Directors shall meet as directed by the President. Special meetings, including round robin style meetings can be called by any two (2) Board members or the President. A simple majority vote is sufficient to pass all resolutions unless otherwise specified in the Bylaws.
- Quorum: A minimum of Five (5) Directors shall constitute a voting quorum. Directors must be present per custom (by telephone) and may not qualify for quorum by proxy. Directors or their representatives are required to attend the annual business meeting or such meetings as directed by the President.
- Support: Each Officer or Director may appoint individuals from the membership to assist them in their duties. Each Officer or Director is responsible for the duties of their office.
- Appointed Position: Each candidate for a position on the Board of Directors must accept a possible appointment to an office position if the positions are not filled upon nomination or by volunteer or contract service.
- Staff: The AOAI shall have staff members appointed by the President and confirmed by the most recently elected Board of Directors. These staff members shall be determined by the board to be qualified to hold their positions. The Board of Directors may appoint or seek bids for these positions with bids from the membership getting first consideration. The Board will define by resolution the duties, qualifications and responsibilities of staff positions. These positions are defined by resolution of the Board.
- Resignations: Any Officer, Director or Staff member may resign at any time by giving written notice to the President. Such resignation shall take effect on the date specified in such notice, but shall not affect the Officer or Director’s responsibility to turn over to his successor all records and property in his possession belonging to the Association.
- Removal: Any Officer, Director or Staff member may be removed by a two-thirds (2/3) majority vote of the Board of Directors. Said Officer, Director or Staff member shall be informed in writing at least four (4) weeks before such vote is taken.
- Impeachment: Any Officer or Director may be impeached by a vote of the membership. The membership must submit to the Board of Directors a petition of the signatures of fifty (50) names of members in good standing seeking removal of the Officer or Director.
- Notification: The Officer or Director must be notified within four (4) weeks from the time of receipt of the letter and an answer must be made as accusation in accordance with removal of Officers and Directors. An attempt to contact said Officer, Director or Staff member at their last known address by registered mail shall be considered sufficient notification.
- Conflict of Interest: An Officer or a member of the Board of Directors may not authorize or vote in any Board, Committee or other body of the Organization, in favor of a payment by the Organization to him or herself, for any reason including wages and reimbursement of expenses.
- Compensation: Officers and Directors shall not receive any compensation for their services, but the Board may, by resolution, authorize a policy that provides for fair and reasonable reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude an Officer or Director from serving the Organization in any other capacity and receiving fair and reasonable compensation for such services.
- Purchases and Expenditures: No Officer or Director shall be permitted to purchase any item in excess of the amount set by the Board without the consent of a majority vote by the Board of Directors. No Staff member may submit any expense to the Board of Directors in excess of the amount set by the Board without the consent of the Board of Directors.
- Contracts: No Officer or Director shall be able to execute a contract with any person or persons without the full consent of the Board of Directors. All holders of paid positions shall submit a proposal for the contract for their services every other year commencing with their initial contract.
Article IV – Local Affiliated Organizations
Application: Any seven (7) active members of the association may apply for recognition as a Local Affiliated Organization of the AOAI. The application shall be made in writing to the Board of Directors of the Avanti Owners Association International and shall list the names of the members then forming the Local Affiliated Organization.
Requirements: Applicants must comply with the following requirements before they become affiliated with the association or use the name of the Association;
- Submit a proposed set of bylaws or constitution which shall clearly state that said Local Affiliated Organization agrees to abide by the bylaws of the association.
- The Local Affiliated Organization’s bylaws will not be interpreted in any way to conflict with or supersede the bylaws of the Association.
- Nothing in said Local Affiliated Organization’s bylaws or constitution shall be construed or in any way interpreted to render the Association liable for the acts, actions or omissions of any one or all Local Affiliated Organizations.
- It is expressly understood that in every case the Local Affiliated Organization shall be responsible for and have the responsibility in connection with any event or activity which it or they may sponsor or conduct.
Rights and Privileges: Upon receiving written approval from the Board of Directors and signed by the Officers of the Association, the Local Affiliated Organization shall have the right to use as part of its name the words “Avanti Owners Association” or “Avanti Owners Association International, Inc.,” provided that the name includes such further designation of description as will identify it as an Organization, separate and apart from the Corporation and distinct from the International Association. The Local Affiliated Organization may there after carry on any and all activities consistent with the bylaws of the Avanti Owners Association, but always in its own name and on its own responsibility.
Membership: Members of the Local Affiliated Organization must be members in good standing of the Avanti Owners Association.
Local Assessments: Local assessments made by any Local Affiliated Organization are the responsibility of the Local Affiliated Organization. Association dues and assessments collected by Local Affiliated Organization Officers are the responsibility of those Officers.
Revocation of Affiliation: The Board of Directors may suspend or revoke the affiliation of any local organization, and all rights and privileges thereby granted, by a two-third (2/3) majority voted. The Board must give thirty (30) days written notice to the Officers of the Local Affiliated Organization of the intention to suspend or revoke the affiliation and the reasons for such action. Any reply from the Local Affiliated Organization must be received within thirty (30) days of the submission of intent. A copy of said reply must be sent to each member of the Board of Directors. The President will then poll the Board for final action. Disqualification of a Local Affiliated Organization shall not affect the membership or standing of the individual members of said organization.
Article V – Liability
Personal Liability: All persons or corporations extending credit to contracting with, or having claim against the Association or the Board of Directors or Officers, shall look only to the funds and property of the Association for payment of any debt, damages, judgment or decree or any money that may otherwise become due or payable from the Association or Board of Directors so neither the members of the Association nor any Officer or Member of the Board, past, present, or future, shall be personally liable therefore. Technical Advisers, the Avanti Owners Association, its members, any Officer, Staff, Board Member and its affiliated groups disclaim all liability incurred in connection with use of information supplied by Association Advisory Board or any other member of the Association.
Article VI – Amendments
- Proposal By Director: Any member of the Board of Directors may propose an amendment to the bylaws by submitting it to the Board of Directors in writing signed by the sponsoring member. If a two-third (2/3) majority of the Board approves the amendment, it shall be submitted to a vote of the membership.
- Proposal By Membership: Any member in good standing may propose an amendment. It shall be presented, in writing, to the Board of Directors. If a two-third (2/3) majority of the Board approves the amendment, it shall be submitted to the vote of the membership. Notification of action will be printed in a regular issue of an Association publication which is circulated to all members of record at the time of distribution.
Adoption: A vote of sixty-seven percent (67%) of those voting shall be sufficient for the adoption of the amendment. There shall be a time limit of ninety (90) days and voting shall be by mail.
Updated February 2017
Typographical errors corrected and format continuity added by the AOAI board on October 11, 2020
/s/ R. Shafer____________________________
Rick Shafer – AOAI President
/s/ Frank Petru__________________________
Frank Petru – AOAI Secretary