OF ALPCA, INC
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
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
interested in license plates may join upon paying membership dues.
Secretary will assign membership numbers sequentially upon
application, with the exception that a
spouse may assume the membership number of a deceased member.
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.
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
Members in good standing shall enjoy the rights and privileges of
membership as provided for in these Bylaws. Among these rights and
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.
Termination of Membership.
Membership may be terminated by resignation, non-payment of dues, or
revocation. Membership may also be suspended.
A member may resign at any time by sending written notice to the
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.
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
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
(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
(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.
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.
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.
(1) Any complaints against
other ALPCA members regarding misconduct or problems with plate
exchanges or transactions shall be directed to the Complaint Chairman
(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
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
Annual Meeting and Convention.
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.
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.
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.
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.
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
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
Article VII. Board of
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.
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.
A simple majority of the Board shall constitute a quorum thereof at
all Board meetings, which includes conference calls and action
via the Internet.
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.
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
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.
(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
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.
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
long as the quorum is met. The President shall keep a written record
of all Board votes and actions.
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.
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.
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.
Meetings shall be attended by the elected Board members.
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.
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.
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
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.
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.
The Board shall appoint and determine the duties of each officer and
committee. At its
the Board shall conduct a performance review of any
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.
The Board may utilize, but not be limited to, the following
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.
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.
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.
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.
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.
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.
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
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.
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.
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
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
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
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.
Recruitment Chairman. The
Recruitment Chairman shall execute recruitment policies and
procedures, as approved by the Board.
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.
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.
Each member shall pay dues to ALPCA no later than December 1 or
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.
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
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.
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.
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.
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.
Amendments shall be voted upon by the Board, and, if passed by simple
majority, be submitted to the membership for 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.
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
ARTICLE XIV. Rules of
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.
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.
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.