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BYLAWS OF DELAWARE VALLEY TRIUMPHS, LTD.
Article I - Name, Mission, Legal Form, Insignia
1.1 The name of the organization is DELAWARE VALLEY
TRIUMPHS, LTD. (DVT).
1.2 The mission of DVT is to foster the history of Triumph Automobiles and the knowledge of their restoration, maintenance, and preservation, and, further, in engaging its Members in technical and social activities that promote fellowship and enhance the prestige and respect for the Triumph Marque within the community.
1.3 DVT is incorporated under the provisions of the Pennsylvania Nonprofit Corporation Law of 1988 as a Nonprofit-Non Stock Entity. Its address shall be designated from time to time by the Officer Board (the Board) and shall be published in the DVT newsletter “TRundlin’ TRiumphs”, and other Board-approved communication vehicles as deemed necessary.
1.4 The insignia of Delaware Valley Triumphs, Ltd. is as pictured on the masthead of this document.
ARTICLE II – Membership – Dues
2.1 Membership is open to any adult person over the age of eighteen (18), who is interested in supporting the mission of DVT by applying for membership and payment of specified annual dues. Dues-paying individuals (Members) are entitled to: voting privileges, hold an elected or appointed office; access to the DVT newsletter and other DVT member communications; and the DVT Bylaws.
2.2 Membership also provides for the opportunity to participate in DVT activities to the Member’s spouse or significant other, and their and their children under eighteen (18) years of age, if accompanied by the Member. Participation in DVT activities by the aforementioned Member’s family members does not include voting privileges, election or appointment to office, or direct access to DVT communications.
2.3 Honorary Membership may be bestowed upon a selected individual by majority vote of the Board. Members upon whom Honorary Membership is bestowed continue to be entitled to all Member privileges and his/her annual dues obligation is waived. At the time of their selection to Honorary Membership, non-member individuals are not afforded Member privileges of voting or holding elected or appointed office.
2.4 No Member shall represent the DVT or use the DVT insignia, mailing list, or name without approval by a majority of the Board.
2.5 All Members, upon their application or renewal of DVT Membership, shall agree to indemnify and hold harmless Delaware Valley Triumphs, Ltd., its Officers and its Membership from any liability in all matters.
2.6 The amount of annual Membership dues shall be set by the Board. The annual term for all Memberships begins May 1. A new Member joining after May 1 and before January 1 of the following year remits the full annual dues and will have their following term’s dues prorated. A new Member joining during the period January 1 through April 30 remits the full annual dues which will provide them paid Membership through to May 1 of the following year. Dues not received by May 1 may result in suspension of all Membership privileges.
ARTICLE III - Officers, Elections, Operating Rules and Budget
3.1 DVT shall be managed by a seven (7) member Officer Board whose members are elected to serve no more than two (2) consecutive two (2) year terms, and is comprised of the following positions:
• Director
• Assistant Director
• Treasurer
• Membership Officer
• Events Officer
• Chief Judge
• Newsletter Officer
3.2 A term of office shall run from January 1 of the first year of service to December 31 of the second year of service. Elected Officers are eligible to serve a maximum of two (2) consecutive two (2) year terms unless no candidate is voted into office. In that event, the incumbent may continue in office until such time as a replacement is voted into office.
3.3 Continuity of leadership shall be maintained by staggered Board elections whereby elections for Director, Treasurer, Events, and Newsletter officers shall take place in alternating years from the election of Assistant Director, Membership, and Chief Judge. This election procedure shall commence in the calendar year following the date of approval of these Bylaws.
3.4 The Election of Officers shall be by postal mail ballot, email ballot or other means deemed suitable by the Board to ensure a majority of membership participation. Nominations and Elections shall be overseen by an Election Committee headed by an Election Committee Chairperson. The Chairperson shall be appointed by the Board. The election Committee shall follow the procedures as set forth in the Operating Rules.
3.5 The Board is empowered to affect the DVT's general management and to oversee the affairs and property of DVT in accordance with the wishes of the Membership. The Board shall operate under the general supervision of the Director.
3.6 The Board shall maintain Directors and Officers Insurance to protect those in leadership positions while engaged in activities associated with DVT.
3.7 The Board shall appoint Members to DVT positions as set forth in the Operating Rules. The Board may also appoint Executive and Select Committees to fulfill specific purposes as set forth in the Operating Rules.
3.8 Should a vacancy occur on the Board, the Board shall appoint a replacement to serve until the next election - unless the vacant position is for Director in which case the Assistant Director shall become Director and the aforementioned vacancy rule applies.
3.9 An elected Officer who fails to perform their assigned duties in a timely manner, or who is unable to do so due to illness or injury, may be relieved of office by majority vote of the Board.
3.10 "Duties of Office"' shall be an adjunct document to these Bylaws set forth by the Board, and shall enumerate and describe the duties and responsibilities for each elected and appointed position.
3.11 "Operating Rules and Budget'' shall be an adjunct document to these Bylaws set forth by the Board, and shall enumerate all DVT business procedures and provide for an annual budget review and report. DVT financial reports shall be made available to the Membership by the Treasurer and may be requested by any Member.
ARTICLE IV- Meetings
4.1 A regular meeting of DVT shall be held monthly and announced to the Membership via Board-approved communication vehicles setting forth the date, time, and location. In the event that in-person meetings are prohibited or discouraged due to forces external to DVT, a meeting may be held by telecommunication access established by the Board and announced to the membership via Board-approved communication vehicles.
4.2 A special meeting may be held upon the call of the Board or upon written or emailed petition signed by twenty-five percent (25%) of the Membership with at least thirty (30) days notice communicated to all Members via Board-approved communication vehicles.
4.3 The Board shall confer on a basis as set forth in the “Operating Rules”. A Board meeting may also be called by the Director upon written request by two (2) Officers.
4.4 The annual meeting for election results shall be set forth in the “Operating Rules” and be published in advance in Board-approved communication vehicles
ARTICLE V - Dissolution
5.1 In the event of dissolution of DVT, all DVT assets remaining after its obligations are met, shall be distributed in accordance with the Internal Revenue Code 170 (b) (1) or amendments thereof.
5.2 Dissolution of DVT may be effected by majority vote of two thirds of the Membership at a special meeting of DVT or by a DVT postal mail-in or email ballot, provided that prior notice of the dissolution was mailed or emailed to all Members at least thirty (30) days in advance of the date of the special meeting.
5.3 Dissolution may be proposed by the Officer Board or upon petition signed electronically or otherwise, by twenty-five percent (25%) of the Membership.
ARTICLE VI- Parliamentary Authority, Amendment
6.1 The rules contained in the ''Modern Edition of Robert's Rules of Order'' shall govern DVT in all cases where they are not inconsistent with these Bylaws and any “Operating Rules” DVT may adopt.
6.2 These Bylaws may be amended by a majority vote of the members who cast a vote, at a special meeting of DVT, or by a DVT postal mail-in or email ballot, provided that prior notice of the amendment was mailed or emailed to all Members at least thirty (30) days in advance of the vote.
6.3 Bylaw Amendment may be proposed by the Officer Board or upon written or emailed petition signed by twenty-five percent (25%) of the Membership.
Delaware Valley Triumphs, LTD. (DVT)
DUTIES OF OFFICE
Elected Officers
• Director
The Director is responsible for the general supervision of the Board in its management and oversight of the affairs and property of DVT in accordance with the wishes of the Membership. Within this responsibility, the Director schedules and presides over monthly DVT meetings (GTRs/Get Togethers) and DVT Board meetings. Working with the Board, the Director appoints Member volunteers to serve on Executive and Select Committees.
• Assistant Director
The Assistant Director assumes the Duties of the Director should he/she be unable to fulfill his/her duties. Additionally, the Assistant Director is responsible for DVT’s participation points program and securing vendor advertising for the DVT Newsletter, “TRundlin’ TRiumphs".
• Treasurer
The Treasurer is responsible for the accurate and timely accounting of all expenses and income of DVT. Within this responsibility, the Treasurer must:
· Record all dues income, whether by deposited checks or electronic clearing services (i.e. Stripe);
· Pay all legitimately owed and authorized expenses, by check or DVT debit card, in a timely manner, and maintain accurate records of all transactions;
· Responsibly maintain and account for DVT’s banking accounts and bank accesses. A second Board member, appointed by the Board, also must maintain access for financial oversight.
· Present a current accounting to any Board member requesting the DVT’s financial status, at any time, and at a minimum during each DVT Board meeting.
· File with the U.S. Internal Revenue Service all required tax forms, such as Form 900-EZ for Organizations Exempt From Income Tax, or any successor.
• Membership Officer
The Membership Officer is responsible for the maintenance of the Club’s database of Members and Honorary Members; including documentation of dues payments (electronic, check and cash), receipt of cash and check dues payments for the purpose of database recording and timely provision of such payments to the treasurer. Additionally, the Membership Officer supports the Board’s efforts in welcoming new members.
• Events Officer
The Events Officer has lead responsibility over DVT’s events including, but not limited to, its annual car show, “Cars and Motorcycles of England”, and its annual holiday party. Additionally, he/she actively identifies non-DVT sponsored events of interest and keeps the Membership apprised as to how to participate and attend via communication channels such as emails, printed flyers, and DVT specific social media.
• Chief Judge
The Chief Judge officiates at DVT hosted car show including but not limited to organization, field layouts, appointing judging teams, setting up classes, scoring and awards. These duties may also be called upon at cars shows attended by DVT Members. The Chief Judge should be knowledgeable of each model as well as their year to year variations.
• Newsletter Officer
The Newsletter Officer is responsible for the production and management of DVT’s newsletter, TRundln’ TRiumphs. This responsibility includes, but is not limited to, soliciting submissions, editing, formatting and publishing. The Newsletter Officer maintains archives of TRundlin’ TRiumphs and provides electronic copies to a select number of other publications’ editors.
Appointments
Ongoing appointments by the Board to its Executive Committee include DVT Recording Secretary, DVT Regalia Manager, DVT WEBsite Overseer and DVT Social Media Coordinator. The duties of these appointees is as follows:
· DVT Recording Secretary - Responsible for recording and maintaining the minutes of DVT Board and Membership meetings, and the timely provision of these meeting minutes to the Board for approval.
· DVT Regalia Manager - Responsible for sourcing, pricing and sale of DVT-specific items to DVT Members and their family members.
· DVT WEBsite Master- Responsible for the operational health of the DVT Website and monitoring its content to assure it is in keeping with the mission of DVT and that it continues to serve the best interests of the Membership.
· DVT Social Media Coordinator - Responsible for oversight and administration of DVT’s social media presence to assure it is in keeping with the mission DVT and it serves the best interests of the Membership.
Select Committee appointments by the Board are made to address specific issues, tasks and events. These appointments are time limited.
Delaware Valley Triumphs, LTD. (DVT)
DVT OPERATING RULES
The purpose of these operating rules is to document how DVT’s Board meets its Bylaw imposed responsibilities. These rules may be amended by majority vote of the Board. Member requests for a copy of the DVT Operating Rules shall be provided in a timely manner by Board.
DVT Elections
Board Officer elections are conducted in accordance with Article 3.3 of the Bylaws. In October of each year, with Board approval, the Director appoints a DVT Member as Chairperson of an Elections Committee consisting of three (3) Members. The Chairperson selects the Committee’s membership. The Election Committee is responsible for developing a slate of candidates for each Board position to be voted on by the Membership. Additionally, the Election Committee is responsible for conducting the voting process in a manner which optimizes Member participation. To this end, voting may be conducted by paper and/or email ballot. Voting commences on December 1st and concludes on December 15th. Announcement of the election results by the Election Committee chairperson takes place at the January monthly meeting of DVT.
DVT Executive & Select Committee Appointments
Member participation via voluntary service on Committees is important in maintaining the vitality of DVT. The Executive
Committee, as noted in the DVT Duties of Office document, acts as an
advisory body, reports directly to the Board, and participates in all Board meetings. Select Committees are led by a Chairperson
appointed by the Director with approval by the Board. Select Committees are created to address specific tasks, issues, or events. The
Select Committee Chairperson is authorized to engage Members,
secure needed financial support, and manage the work necessary in fulfilling his/her responsibilities. DVT Select Committees include those responsible for the “Cars and Motorcycles of England” (CMOE) car show and the DVT Annual Holiday Party.
DVT Budget & Expenditures
The DVT Treasurer has primary responsibility for managing the financial records of DVT. The Treasurer’s responsibility to record’s transparency includes the provision of an annual report to the
Membership presented at the DVT’s January meeting. Individual
expenditures made on behalf of DVT by Board, Executive Committee and Select Committee members shall not exceed $200.00 without the express prior approval by a majority of the Board. The DVT member making expenditures on behalf of DVT shall provide documentation of it to the Treasurer in a timely manner. Failure to do so may result in the Board disavowing the expenditure and denial of reimbursement.
DVT Board Convening
The DVT Board shall convene in-person or by telecommunication no less than every two (2) months. Minutes of DVT Board meetings shall be made available to the Membership via oral report at the monthly DVT Member meeting immediately following the Board meeting. Written Board meeting minutes will be provided to Members upon request.
DVT Awards
The Board has the authority to determine the nature and the issuance of awards to selected Members in recognition of outstanding achievements that support the mission of DVT. The Board may appoint a select committee(s) to identify Members deserving of recognition and may accept nominations from individual members. The Director has the authority to provide prizes of nominal value to individual members to enhance the social value of participating in DVT meetings and events.