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BYLAWS OF ALPCA, INC

(Effective July 2012)

Article I. Name

The name of this Corporation shall be the Automobile License Plate Collectors Association , Inc, The initials of the corporation, to wit: ALPCA (with or without punctuation) shall for the purposes be deemed the equivalent of the formal name.

Article II. Corporation Office

For all purpose not inconsistent with the laws of New Hampshire with respect to the incorporation of ALPCA in that state, the address of this Corporation shall be the business address of record of the Secretary.

Article III. Purpose

The purposes of this Corporation, as stated in its Charter, are to fraternize and promote interest in the collecting of license plates as a hobby, the collecting and dissemination of information about license plates, registration systems, laws and regulations relating to same, and related subjects of interest to the members, including the exhibition of license plates, all on a non-profit basis.

Article IV. ALPCA Logo

The ALPCA logo is a unique symbol that represents and identifies the Association and its activities. It is essential that the logo be used properly to ensure its continued value to the Association and its members. All uses of the ALPCA logo shall conform with the guidelines as outlined in the Standard Operating Procedures.

Article V. Membership

1. Application. Anyone interested in license plates may join upon paying membership dues. The Secretary will assign membership numbers sequentially upon application, with the exception that a spouse may assume the membership number of a deceased member.

2. Dues. Membership dues shall be determined by the Board of Directors, hereinafter referred to as the Board. The membership year shall run from January 1 to December 31, unless modified by the Board.

3. Classes. The Board may establish one or more classes of membership, based on age, service to the club, or any other criteria it deems necessary or beneficial.

4. Rights. Members in good standing shall enjoy the rights and privileges of membership as provided for in these Bylaws. Among these rights and privileges are:

a. The right to receive notice of and attend annual meetings and conventions.

b. The right to place matters on the agenda of annual meetings.

c. The right to discuss and vote on matters brought before the membership.

d. The right to vote for candidates for ALPCA elective offices.

e. The right to run for elective office, and serve if elected, pursuant to Article VII-5.

f. The right to receive, contribute to, and advertise in the ALPCA publication.

5. Termination of Membership. Membership may be terminated by resignation, non-payment of dues, or revocation. Membership may also be suspended.

a. Resignation. A member may resign at any time by sending written notice to the Secretary.

b. Non-payment of dues. If dues are not received by December 1 of the membership year, or other day in December as determined by the Secretary, the member shall be considered delinquent and shall be notified in writing by the Secretary. Members that have not remitted dues by the due date will be considered delinquent and lose membership privileges. Payment of dues for the year at any time thereafter shall automatically reinstate membership provided that the member is not then subject to revocation or suspension proceedings.

c. Revocation and Suspension.

(1) Membership may be revoked or suspended for cause by majority vote of the Board of Directors. Cause for revocation or suspension shall consist of conduct unbecoming a member or that which tends to harm the reputation of ALPCA. Such misconduct includes, but is not limited to, theft or misuse of license plates or of club property, willful violation of the reproduction policy, failure to complete transactions with other members, or a failure to cooperate with club officers on matters of concern to the club or with law enforcement or governmental agencies.

(2) Misconduct constituting an alleged violation of the law of any jurisdiction may form the basis for revocation or suspension of membership whether or not the member enters a plea of guilty or is found guilty in any proceeding conducted within the jurisdiction, but may be based upon the totality of the circumstances as determined by the Board of Directors.

(3) Prior to the revocation or suspension of membership, the Board of Directors shall instruct the Complaint Chairman to notify the member of any complaint or complaints that may result in revocation or suspension of membership. The notice shall be sent by first class mail to the address of the member found in the Secretary's records and shall contain sufficient detail so that the member may be fully apprised of the complaint. The member shall have thirty days (30) from the date of the notice to respond to the Secretary with any matters in defense or mitigation and extenuation. If the member fails to provide any matters in defense, mitigation or extenuation within the time allotted, the Board may act upon the complaint or complaints as filed.

(4) The Board of Directors shall have the sole authority to determine whether the complaint or complaints are meritorious and to act thereupon, taking into consideration any matters in defense, mitigation or extenuation from the member or from any other reliable source or sources including records of the club. Action to revoke or suspend membership shall be by majority vote, which vote may be taken by mail, telephone or email or at a meeting of the Board of Directors.

(5) Private communications between members, which includes, but is not limited to, personal letters, telephone calls and e-mails, as well as items available for public viewing, which are presented in private venues, are not subject to review by the Complaint Chairman and are not actionable by the Board of Directors.

d. Reinstatement. A person whose membership has been revoked may apply to the Board for reinstatement. The Board may reinstate the revoked member by a majority vote of Board members, upon thorough review of the circumstances that caused the revocation. If reinstatement is denied, the revoked member may submit a petition to the annual meeting, signed by at least fifteen percent (15%) of the active membership at the time of his petitioning. The revoked member may be reinstated by a majority vote of those members attending the annual meeting, provided that such petition is submitted to the Secretary at least sixty (60) days before the annual meeting.

e. Complaints.

(1) Any complaints against other ALPCA members regarding misconduct or problems with plate exchanges or transactions shall be directed to the Complaint Chairman or Committee.

(2) For complaints that concern an unfulfilled trade, the member with the complaint shall write to the other member requesting that the problem be resolved by means agreeable to both parties, and retain copies of all correspondence. If the complaint is not resolved within thirty (30) days, the member shall write to the Complaint Chairman or Committee, and send written copies of all correspondence, indicating the problem and how a settlement was attempted. Action shall then be taken by the Complaint Chairman or Committee to help resolve the matter. If resolution is still not reached, the Complaint Chairman or Committee may bring the matter before the Board for discussion, advice or action.

(3) The Complaint Chairman shall also handle complaints of a serious nature from any public officials, as appropriate, in concurrence with the Board of Directors.

(4) Complaints may not be lodged by any member on behalf of another member.

Article VI. Meetings

1. Annual Meeting and Convention.

a. An annual convention shall be held in June or July of each year, excluding the 4th of July week. The Board shall determine the duration, schedule and location of the convention.

b. The Board shall establish specifications and requirements for the convention. The Board shall make reasonable efforts to rotate convention locations around the United States, with the Convention Manager being directed to seek locations in regions as advised by the Board of Directors.

c. An annual meeting of the Board of Directors shall be held on the Tuesday immediately preceding the official opening of the convention, or as prescribed by a majority vote of the Board of Directors.

d. An open (Business) meeting shall be held on the Saturday during the annual convention, or as specified by majority vote of the Board of Directors, and shall be open to all members in good standing.

2. Quorum. Members numbering ten percent (10%) of the annual convention attendees shall constitute a quorum at any annual meeting. Any vote taken at an annual meeting may be decided by a simple majority of those present.

3. Regional Meetings. The Board may authorize and establish regulations for regional groups or chapters of ALPCA. All regional groups or chapters shall bear their own financial responsibility, unless special arrangements are made with the Board. Regional Treasurers shall file brief annual statements of income, expenses, and balance of funds on hand at the beginning and end of the year, to the Treasurer in January of each year.

Article VII. Board of Directors

1. Powers. The powers of this Corporation shall be vested in the Board of Directors, hereinafter referred to as the Board, which shall be authorized to make all rules and regulations for the Corporation unless otherwise specified, and conduct all affairs of the Corporation. The Board may direct individuals and committees to take specific actions but it may not delegate its authority to any individual or committee.

2. Composition. The Board shall consist of a President, Vice President, and five (5) Directors, each of whom shall be entitled to one vote at all meetings of the Board. Board members may not simultaneously hold any paid office in the club.

3. Quorum. A simple majority of the Board shall constitute a quorum thereof at all Board meetings, which includes conference calls and actions taken via the Internet.

4. Term lengths. The President shall be elected by the membership every other year, on even numbered years, to hold office for a period of two years. Three (3) Directors shall be elected every even-numbered year to hold office for a period of two years, while the Vice President and other two (2) Directors shall be elected every odd-numbered year to hold office for a period of two years. Terms shall commence and terminate on the day and hour that the annual Board meeting is called to order.

5. Elections.

a. Eligibility. The Secretary shall request nominations from the membership for all elected positions for a period of at least two years. Nominees for the office of President shall have served in an elected or appointed office. There are no requirements of previous service for nominees for Vice President or Director other than being a member in good standing.

b. Election. The Secretary shall oversee the election process and in consultation with the Board, shall set the deadlines by which ballots must be returned in order to be counted. If there are more than twice as many nominees as there are offices to be filled, the Secretary shall conduct a primary election. If there are no more than twice as many nominees as there are offices to be filled, or if a primary election has taken place, the Secretary shall conduct a final election.

c. Ballots.

(1) The Secretary shall prepare, receive, count, and tabulate the ballots. The ballot will list nominees in alphabetical order by surname and have affixed serial numbers for control purposes.

(2) The election procedure shall be as follows:

i) In the balloting for President, the candidate with the greatest number of votes shall be elected President.

ii) In the balloting for Vice President, the candidate with the greatest number of votes shall be elected Vice President.

iii) In the years the President is elected, the three (3) candidates for Director with the highest number of votes shall be elected Directors.

iv) In the years the Vice President is elected, the two (2) candidates for Director with the highest number of votes shall be elected Director.

(3) The Secretary shall promptly notify all nominees of their status following every voting, and report all results to the President. Election results shall be kept confidential until the election deadline has passed.

6. Duties.

a. President. The President shall preside at all meetings of the Corporation. The President shall be required to attend all annual Board meetings. At Board meetings and for actions taken via the Internet, any action taken shall be decided by simple majority as long as the quorum is met. The President shall keep a written record of all Board votes and actions.

b. Vice President. The Vice President is expected to attend all annual Board meetings. The Vice President shall carry out duties assigned by the President. The Vice President shall make every effort to respond to all communication from members and other officers promptly.

c. Directors. Directors are expected to attend all annual Board meetings. Directors shall carry out duties as assigned by the President. Directors shall make every effort to promptly respond to all communication from members and other officers.

7. Meetings.

a. In addition to the annual meeting in accordance with Article VI paragraph 1(C), the Board may schedule any other meetings it desires, either in person, on the Internet or by conference call at any mutually agreed-upon time.

b. Meetings shall be attended by the elected Board members.

c. The Board, at its discretion and by majority agreement, may invite into its deliberations such persons as it may choose, to attend part or all of the meeting. Invitees may not contribute to discussions other than the topic for which they were invited to address, except by majority agreement of the elected officers present.

8. Vacancies.

a. President. In the event that the President resigns, becomes permanently indisposed or is unable to carry out his duties, the Vice President will assume the duties of the President. With majority consent of the Board, the Vice President will assume the duties of the President, in the event that the President advises the Board that he is or will be temporarily indisposed.

b. Vice President. In the event that the Vice President resigns, becomes indisposed, is unable to carry out his duties, or assumes the duties of the President, the Director having met the requirement of office and the most seniority on the Board, or in the event of equal seniority, the Director having the longest standing membership shall become Vice President. His term will expire when the vacating Vice President’s term expires regardless of when his term as a Director would have expired.

c. Director. In the event that a Director resigns, becomes the Vice President, becomes indisposed or is unable to carry out his duties, the Board shall appoint a member in good standing to serve the remainder of that Director's term. The Board may consider the runner-up from the most recent election, a former Board member, or any member of its choosing except one simultaneously holding a paid office.

Article VIII. Officers

1. The Board shall have the authority to establish positions for any officers and committees it deems necessary to ensure the smooth operation of the Corporation. Positions and committees may be created, split, combined or abolished at the Board's discretion. All officers and committee members shall be ALPCA members in good standing. For any positions for which a salary shall be paid, the duties, salaries and benefits, if any, shall be determined by the Board. No Board member shall serve in a compensated position during his term of office, with the exception of a compensated appointee being elected to office, wherein the member holding a compensated office agrees to vacate that office as soon as the Board appoints a replacement, which shall not exceed a period of more than six months.

2. The Board shall appoint and determine the duties of each officer and committee. At its discretion, the Board shall conduct a performance review of any non-elected officer, employee or committee, and vote upon whether to extend each individual's term. The Board shall ensure the bonding of those persons deemed necessary to require bonding.

3. The Board may utilize, but not be limited to, the following positions:

a. Treasurer. The Treasurer shall have charge and custody of, be responsible for, and maintain a proper system of internal controls over all accounts, funds and securities of the Corporation, and all records thereof. In addition, the Board may appoint a Financial Advisor, who will work in concert with the Treasurer, by preparing an annual budget, file required tax forms, prepare annual financial reports and advise the Board regarding the practicality of proposed expenditures and viability of the business model currently in force. The Treasurer shall present a financial report to the Board quarterly. All financial records and accounts shall be subject to an internal financial review or external audit, as directed by the Board.

b. Secretary. The Secretary shall maintain and administer all membership records of the Corporation, conduct elections, and oversee the administrative aspects of the annual convention as specified by the Board.

c. Editor. The Editor shall edit, publish, determine content and submission deadlines, and mail the club magazine on a periodic basis as determined by the Board and provide, or arrange to have provided, any other printed materials required by the Corporation.

d. Convention Manager. The Convention Manager shall be responsible for researching prospective sites for the annual convention, as directed by the Board and submitting viable candidates, accompanied by recommendations, to the Board for final selection of annual convention sites. In addition, the Convention Manager will attend to items related to the annual convention, including, but not limited to, member hotel accommodations, concessions, security, parking, etc.

e. Awards Chairman. The Awards Chairman shall be appointed by the Board and shall work under the direct supervision and in collaboration with the Convention Manager. The Awards Chairman shall have primary responsibility for the design and production of awards, judging of displays, and distribution of the awards at the annual convention.

f. Regional Meet Chairman. The Regional Meet Chairman shall oversee the administration of ALPCA regional chapters, as directed by the Board, and shall be responsible for publishing, or making available for publication, regional and independent swap meet information, directing regional presidents regarding the execution of regional meets and coordinating compliance with overriding ALPCA policies by regional chapters.

g. Complaint Chairman. The Complaint Chairman shall, in all cases possible, investigate assess and settle disputes between members. In cases of possible suspension or revocation of membership, the Complaint Chairman shall present facts and recommendations to the Board for ultimate resolution. Record of all complaints shall be maintained by the Complaint Chairman.

h. Legal Counsel. Legal Counsel shall remain available to respond to questions of legal content by the Board as well as to perform actions requiring the force of law, as are appropriate and requested by the Board.

i. Webmaster. The Webmaster shall maintain the club’s web site and perform data entry as requested by the Board or required by need. Further, the Webmaster may petition the Board for authorization to perform actions deemed by him to be necessary.

j. Archivist. The Archivist shall administer and maintain the club archives, which includes data entry, research and verification. As the Archivist deems appropriate, assistants may be added under his authority and at his discretion.

k. Best Plate Award Chairman. The Best Plate Award chairman shall receive nominations, tally ballots and coordinate the Best Plate Award ceremony with the Editor and Webmaster.

l. Hall of Fame Chairman. The Hall of Fame Chairman shall receive nominations, tally ballots, and coordinate the Hall of Fame presentation with the Editor and Webmaster.

m. On-line List Moderator. The List Moderator shall oversee and moderate the on-line Discussion list and the Announcement list, pursuant to the guidelines and policies created by the Board.

n. Recruitment Chairman. The Recruitment Chairman shall execute recruitment policies and procedures, as approved by the Board.

Article IX. Finances

1. Fiscal Year. The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December in each year, unless modified by the Board.

2. Funds. The funds of the Corporation shall be created and maintained by dues, fees and contributions of members. None of the net earnings of the Corporation shall inure to the benefit of any member. All funds shall be used to further the interests and purposes of the Corporation.

3. Dues. Each member shall pay dues to ALPCA no later than December 1 or another day in December, as determined by the Secretary, of the year prior to the membership year in accordance with the classes and rates established by the Board. Dues and fees are payable to ALPCA, Inc. in U.S. funds.

4. Gifts. The Board may accept on behalf of the Corporation any gifts, donations, contributions, bequests or devise for the general purpose or for any special purpose of the Corporation as approved by the Board.

Article X. Dissolution

If the Corporation is dissolved for any reason, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute any and all of the remaining funds and assets of the Corporation to a non-profit organization of the Board's choosing. Such organization shall at the time of such distribution qualify as tax-exempt under Section 501(c) of the Internal Revenue Code. None of the assets of the Corporation shall inure or be distributed to any member of the Corporation.

Article XI. Parliamentary Authority

The most recent edition of Robert's Rules of Order shall govern the Corporation in all cases in which they are applicable, and in which they are not inconsistent with these Bylaws, or any special rules of order, which the ALPCA Board of Directors may adopt.

Article XII. Indemnification

To the full extent permitted by, and in accordance with Federal laws and those of New Hampshire or the state in which ALPCA is incorporated, ALPCA shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer, employee, agent or representative of ALPCA or performs or has performed volunteer services for or on behalf of ALPCA, or is or was serving at the request of ALPCA as an officer, employee, agent or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including but not limited to attorney's fees), judgments, fines and amounts paid in settlement actually reasonably incurred by the person in connection with such action, suit or proceeding. This provision shall not be construed to provide for or require such indemnification in the event that the action or actions specified herein are commenced by ALPCA against such officer, employee, agent or representative.

Article XIII. Amendments

1. Proposals. Any member in good standing of ALPCA may propose amendments to these Bylaws, or new Bylaws. Proposed amendments shall be submitted in writing to each member of the Board.

2. Board Approval. Amendments shall be voted upon by the Board, and, if passed by simple majority, be submitted to the membership for ratification.

3. Ratification. Amendments shall take effect immediately if approved by either a simple majority of the quorum as defined in Article V, Section 2, or a majority of the ballots returned in a membership vote.

4. Charter. The Name and Purpose of the Corporation shall not be amended without first filing with the State of New Hampshire or the state in which ALPCA is incorporated an amended copy of the Articles of Incorporation and receiving due notice that such amended Articles of Incorporation are approved by the state in which ALPCA is incorporated. Such amendments to the Articles of Incorporation must be approved and ratified according to Article XIII, Sections 1, 2 and 3.

ARTICLE XIV. Rules of Procedure

The Board of Directors may from time to time adopt and/or amend Standard Operating Procedures (SOPs) which are not inconsistent with the corporation's Articles of Incorporation or these Bylaws.

ARTICLE XV. Construction

All provisions of these Bylaws shall be liberally construed to effectuate the purposes of this corporation and the Bylaws themselves. Furthermore, in any construction of these Bylaws, the singular shall include the plural and the masculine shall include the feminine as the context requires.

ARTICLE XVI. Severability

In the event that any competent authority shall determine that any provision of these Bylaws shall be invalid, the same shall not invalidate any other provision of these Bylaws which shall, in such event, remain in full force and effect.




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