Bylaws and Articles of Incorporation for TEAE

August 29, 1976
(As amended through February 2000.)

Articles of Incorporation

The undersigned, a majority of whom are citizens of the United States hereby associate to form a non-stock, not-for-profit, corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia and to that end set forth the following:

Article I: Name

The name of this corporation shall be Tigers East/Alpines East.

Article II: Purpose

Said corporation is organized exclusively for social and recreational purposes under 501 (c) (7) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The purpose is to promote interest in the Sunbeam Marque in general, and the Tiger/Alpine segment in particular, to aid in the restoration, preservation and enjoyment of these vehicles, to promote cooperation among other similar Sunbeam organizations and to increase communication and fellowship among those persons who are interested in this objective, through social activities.

Notwithstanding any other provisions of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any power that are not in furtherance of the purpose of this corporation.

Article III: Membership

Membership is open to any persons who support the purpose of the Organization and who so signify by submitting an application and proper dues payment. When a person so applying is accepted by the Membership Chairperson, he/she becomes a member. (Amended February 2000)

A member remains in good standing as long as dues are not in arrears. Every member in good standing is entitled to all rights and privileges of membership, including the right to vote and hold office. Eligible persons residing in the same household may apply for a joint membership, and each, upon acceptance, becomes individually a member in good standing. In the case of such membership, only one copy of each Tigers East/Alpines East publication will be sent to the household.
The minimum age for a member is 16 years of age.
A member may resign at any time by notifying the Membership Chairperson in writing. A member who resigns is not entitled to any refund of dues. (Amended February 2000)
Members shall be given advance notice of membership dues being due. A warning notice that membership is about to expire will be sent at least one (1) month prior to a member’s renewal date. If dues are not received in full by the member’s annual due date, then the member shall be dropped from the Tigers East/Alpines East ranks. If, in the event membership is renewed after the annual renewal date, and newsletters for the missed months (to a maximum of two months) are available, the original renewal date will be used and back issues will be sent to the renewing member. If newsletters are not available, then a new renewal date shall be established for that member commencing with the date that the member’s dues are received in full. Other Tigers East/Alpines East information and publications will not be provided for the period of inactivity without additional charge. (Amended October 1982) (Amended February 2000)
The Board of Directors may suspend or expel any member whose conduct is, in their judgment, in conflict with the purpose of the Organization. Such action shall be taken only after the member has been informed of the charges (in person, via telephone or by certified mail) and has had an opportunity to be heard. At the discretion of the Board of Directors, such hearing may be a personal hearing or a hearing by written correspondence. (Amended February 2000)

Article IV: Officers

There are three (3) types of Officers: Elected Officers, Registered Officers and Appointed Officers. Elected Officers of Tigers East/Alpines East shall be elected by a vote of the general membership. Elected Officers shall be the President, First Vice President, Secretary and Treasurer. The Registered Officer shall be the Second Vice President and shall be the Organization’s Registered Agent in the state of Virginia. Appointed Officers shall be the Membership Chairperson, Newsletter Editor, Publicity Chairperson and the Regalia Chairperson. All Officers must be members in good standing of Tigers East/Alpines East. (Amended February 2000)

An Officer may resign by giving written notice to the President or the Secretary. An Officer who ceases to be a member in good standing thereby resigns his/her office. A majority of the Board of Directors may remove any Officer for cause. Such action shall be taken only after the Officer has been informed of the charges (in person, via telephone or by certified mail) and has had an opportunity to be heard. At the discretion of the Board of Directors, such hearing may be a personal hearing or a hearing by written correspondence. (Amended February 2000)
Any vacancy in the Elected Officers shall be filled by a majority vote of the Board of Directors for the remainder of the term of office. Any vacancy for Appointed Officers or Registered Officers shall be appointed by the President and approved by a majority of the Elected Officers. (Amended February 2000)
No Officer shall receive any compensation for his/her service in the office, but he/she may be reimbursed for expenses incurred with the prior approval of the President.
The term of an Elected Officer shall be one fiscal year. An Appointed Officer or Registered Officer shall remain in office until their resignation or removal by the Board. (Amended February 2000)
An Elected Officer may serve no more than four (4) consecutive terms. (Amended January 1978) (Amended February 2000)

Article V: Board of Directors

The Board of Directors shall be elected and shall consist of seven members. (Amended February 2000)
The Board shall have final authority to act in all matters concerning the Organization, subject to law.
Appointed and Registered Officers and Regional Representatives may concurrently serve on the Board. Elected Officers may not concurrently serve on the Board. (Amended February 2000)
The term of a member of the Board is three years (except for the initial terms as per Article XII of the By-Laws). Members of the Board will be elected by a vote of the general membership. Any Board member may succeed himself/herself. (Amended February 2000)
A Director may resign at any time by notifying the President or Secretary in writing. A Director who ceases to be a member in good standing thereby resigns his/her office. A majority of the Board may remove a Director for cause, such action shall be taken only after the Director has been informed of the charges (in person, via telephone or by certified mail), and has had an opportunity to be heard. At the discretion of the Board, such hearing may be a personal hearing or a hearing by written correspondence. Any vacancy on the Board shall be filled by action of a majority of the remaining members of the Board for the remainder of the term.
An annual meeting of the Board, including the Regional Representatives and Officers, shall be held prior to the annual membership meeting. A special meeting of the Board may be called by the President, or shall be called upon petition by any three Board members or any three Regional Representatives. Reasonable notice of any special meeting must be provided to each member of the Board, each Regional Representative and each Officer. Voting of the Board, in lieu of a meeting, may be conducted by mail, electronic mail and/or telephone. (Amended February 2000)
A quorum at any regular or special meeting of the Board shall be at least one half of the members of the Board. Providing a quorum is present, approval is by a majority vote. Only Board members have a vote at the Board of Directors’ meeting. A meeting shall be adjourned or recessed in the absence of a quorum. Votes of the Board in lieu of a meeting shall require a majority vote of the entire Board for passage. (Amended February 2000)
Meetings of the Board are open to any member in good standing.
No part of the net earnings of the corporation shall incur to the benefit of, or be distributable to its members, Directors, Regional Representatives, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments for expenses incurred.
Indemnification – Every Director, Regional Representative and Officer of the Organization and such others as specified from time to time by the Board, shall be indemnified by the Organization against all expenses and liability, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Regional Representative or Officer of the Organization, or as settlement thereof, whether the person is a Director, Regional Representative or Officer at the time such expenses are incurred, except in such case wherein the Director, Regional Representative or Officer is judged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled. (Amended February 2000)
Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (7) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article VI: Registered Agent

The name of the city in which the registered office is located is Hampton, VA. (Amended February 2000)
The post office address of the registered office is 813 Thames Drive, Hampton, VA 23666. (Amended February 2000)
The name of its registered agent is Mr. James F. D’Amelio, who is a resident of Virginia and who is an Officer of the corporation, and whose business office is the same as the registered office of the corporation. (Amended February 2000)

By-Laws

Article VII: Dues

The establishment of annual dues is the responsibility of the Board of Directors. (Amended October 1982)(Amended February 2000)

Article VIII: Meetings

The annual membership meet of Tigers East/Alpines East shall be held at a time and place chosen by the President with the concurrence of the majority of the Board of Directors.

Notice of the annual meeting shall be by publication in one or more Tigers East/Alpines East periodicals, mailed not less than one month prior to the meeting, to all Tigers East/Alpines East members in good standing at the time of the mailing. Notice shall include the date, hour and place of the meeting and the agenda proposed.
Any business may properly come before the annual meeting, whether or not it was included in the proposed agenda, except that notice of a proposed general revision of the by-laws must be published in accordance with the provisions made for such amendments.
Only members in good standing may vote at the meeting.
Parliamentary procedure shall be followed according to Robert’s Rules of Order.
The members in good standing present at the annual meeting shall constitute a quorum.

Article IX: Officers

(This Article replicates, for the By-Laws, what appears as Article IV of the Articles of Incorporation and will not be printed here for brevity.)

Article X: Regional Representatives

The Board of Tigers East/Alpines East shall establish and/or approve regions of geographic location. Each region shall have a representative who will be designated the Regional Representative. (Amended February 2000)
Any group of twenty (20) or more Tigers East/Alpines East members desiring representation in Tigers East/Alpines East may apply for approval as a recognized region of Tigers East/Alpines East. (Amended February 2000)
Each approved region has the responsibility to nominate a Regional Representative to the Board for approval. In the absence of approved nominations, the Board shall appoint a Regional Representative to act on behalf of Tigers East/Alpines East. (Amended February 2000)
A request to be Regional Representative must be submitted to the Tigers East/Alpines East President for approval by the Board. Upon approval, announcement will be published in the Organization’s newsletter. The request must include a) Signatures of at least ten (10) Tigers East/Alpines East members in good standing (who reside in the Region) in support of the nominee, b) The proposed definition of geographic region c) The qualifications of the nominee. (Amended February 2000)
Regional Representatives participate in determining Tigers East/Alpines East policies and procedures by providing input to the Board members, attending Board meetings, and attending Tigers East/Alpines East Uniteds. (Amended February 2000)
Regional Representatives are regional activities leaders. Duties of the Regional Representatives include:
1. Promoting or conducting a minimum of one (1) Tigers East/Alpines East event per year
2. Acting as an ambassador and focal point for Tigers East/Alpines East and the Marque
3. Providing names of prospective members to the Membership Chairperson
4. Contacting prospective or new members when the Membership Chairperson provides information
5. Notifying the Tigers East/Alpines East President at least six (6) weeks prior to conducting an event
6. Submitting to the Newsletter Editor a schedule of events, regional reports, and details of events held
7. Having fiduciary responsibilities for all regional events

(Amended February 2000)

Article XI: Duties of Officers

Duties of President: The President shall preside at all meetings of the general membership and the Board, and shall perform the duties usually pertaining to his office. The President shall cause to be published in the Organization’s official publication the following: a semi-annual report on the status of the Organization, its plans and programs, policy decisions reached by the Board and other pertinent matters dealing with the affairs of Tigers East/Alpines East. In the absence of the President, the First Vice President shall preside and act as President. In the case of his/her death, resignation or disqualification, the First Vice President shall become President.
Duties of the First Vice President: The First Vice President shall assist the President in the conduct of the administrative affairs of the Organization and perform such duties as may be assigned to him/her by the President. The First Vice President shall act as liaison on behalf of Tigers East/Alpines East Officers and Board to oversee the planning and execution of the annual United event to assure that it is done according to Tigers East/Alpines East guidelines and long term objectives. (Amended February 2000)
Duties of the Second Vice President: The duties of the Second Vice President shall be to fulfill all the duties and obligations of the Registered Agent for the Organization In the State of Virginia as needed and to keep the President apprised of any legal requirements to maintain full and legitimate corporate status therein. (Amended February 2000)
Duties of the Secretary: The Secretary shall attend all meetings of the general membership and the Board and shall keep full and complete minutes of the proceedings and of all votes cast thereat. He/she shall cause to be published in the Organization’s official publication, notices of proposed and adopted amendments to these by-laws and other matters relating to the proper conduct of the Organization and shall perform all duties incident to his/her office by law.
Duties of the Treasurer: The Treasurer shall have custody of all moneys, debts, obligations and assets belonging to the Organization. He/she shall receive all moneys of Tigers East/Alpines East and deposit them in the Organization’s account in a bank insured by the Federal Deposit Insurance Corporation. He/she shall have direct control over and supervision of all Tigers East/Alpines East assets and of all payments of debts and obligations. He/she shall ensure strict compliance with these by-laws in all matters pertaining to the financial affairs of the Organization. The Treasurer shall give bond at Tigers East/Alpines East’s expense. He/she shall cause to be published a full and correct report semi-annually on the financial status of the Organization and a brief report in every official publication. He/she shall also give a full and correct report on the financial status at any meeting of the Board or general membership. The Treasurer shall maintain double-entry books of account, which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets and liabilities of the Organization. The Treasurer shall submit, when requested by the President, his/her books of account and records for review by a committee appointed by the President and approved by the Board. (Amended February 2000)
Duties of the Newsletter Editor: The Newsletter editor shall compile, produce and distribute the newsletter and, as such, shall act as a focal point for inter/intra organizational communication. The general theme and image projected shall be as set forth by the Board. The newsletter shall be published monthly, or as set forth by the Board. The Editor shall prepare an annual newsletter budget and maintain newsletter operational expenses within budget. The Editor shall ensure information contained in the newsletter is not objectionable to the general membership. (Amended February 2000)
Duties of the Membership Chairperson: The Membership Chairperson shall maintain and update the membership database, assure that backup copies of the database are saved per Board instructions, send the list of new members to the Newsletter Editor each month, send a New Members Welcome Package to all new members, mail renewal notices, print labels for the newsletter mailings, prepare an annual Membership Roster, provide data and labels to Regional Representatives as requested, and receive the membership dues and forward to the Treasurer along with monthly status reports. (Amended February 2000)
Duties of the Publicity Chairperson: The Publicity Chairperson shall promote the Organization and the Marque through mailings, advertisements, flyers and other means as approved by the Board. A significant objective of this effort is to attract and retain members to the Organization. (Amended February 2000)
Duties of the Regalia Chairperson: The Regalia Chairperson shall be responsible for developing concepts, obtaining designs, contracting for production and selling all regalia for the Organization. All designs used in official Tigers East/Alpines East regalia shall have prior approval of the Board. The Membership Chairperson shall work within the budget and other guidelines as set forth by the Board. (Amended February 2000)
If an Officer cannot be present at an official meeting, he/she shall provide any information he/she is responsible for by representative, mail or telephone.

Article XII: Election of Directors and Officers

Election of Directors
1. The initial election of Directors for the year 2001 will elect all seven (7) positions. To assure future continuity of governance, the initial terms of office will be staggered. The three (3) candidates receiving the highest number of votes will be elected for terms of three (3) years. The two (2) candidates receiving the next highest number of votes will be elected for terms of two (2) years. The two (2) candidates receiving the next highest number of votes will be elected for terms of one (1) year. (Amended February 2000)
2. For all subsequent elections, at the annual general meeting, nominations will be accepted for the Board positions which have expiring terms at the end of that year. Additional nominations may be made in writing to the President. Resumes of all nominees will then be published in the official publication of the Organization along with a mail ballot to be returned by all members in good standing. The Board position(s) having expiring terms will be filled by the candidate(s) receiving the highest number of votes. (Amended February 2000)
3. All balloting shall be by U.S. mail or electronic mail, including the member’s name and membership number and indicating the member’s choice of candidates. Any member shall be entitled to write in the name of any member in good standing as his/her choice for the Board position(s). All ballots must be received by the Secretary no later than the date set forth in the notice of election, such due date being at least one (1) month from the mailing of the notice of election. Unsigned or late ballots shall be invalid. (Amended February 2000)
4. The Secretary shall cause the results of the election to be published in the Organization’s official publication. (Amended February 2000)
Election of Officers
1. The Board at their annual meeting shall select a slate of Elected Officers to be placed in nomination at the annual general meeting. At that time, nominations from the floor will also be accepted. Additional nominations may be made in writing to the President. Resumes of all nominees will then be published in the official publication of the Organization along with a mail ballot to be returned by all members in good standing. The candidate for each office receiving the highest number of votes is elected to that office. (Amended February 2000)
2. All balloting shall be by U.S. mail or electronic mail, including the member’s name and membership number and indicating the member’s choice of candidates. Any member shall be entitled to write in the name of any member in good standing as his/her choice for any elected office. All ballots must be received by the Secretary no later than the date set forth in the notice of election, such due date being at least one (1) month from the mailing of the notice of election. Unsigned or late ballots shall be invalid. (Amended February 2000)
3. The Secretary shall cause the results of the election to be published in the Organization’s official publication.

Article XIII: Committees

The Board shall establish committees as needed to effectively conduct the business of the Organization.
The chairperson of the committee shall be designated by the President and approved by a majority of the Elected Officers.

Article XIV: Financial Policies

Tigers East/Alpines East will be classified as a not-for-profit organization. Its members are not entitled to any individual or collective interest, participation, share or right in the assets or the profit, or other such payments nor shall any dividends ever be declared or paid to the members of the Organization.
The fiscal year of Tigers East/Alpines East is from January 1 to December 31.
Only the Officers, Regional Representatives or other persons authorized by the Board to act on behalf of Tigers East/Alpines East shall incur any obligation or indebtedness in the name of the Organization. All obligations or indebtedness incurred in accordance with the provisions of these by-laws shall be incurred solely as Tigers East/Alpines East obligations. All financial obligations of Tigers East/Alpines East must have the prior approval of the President. No personal liability whatsoever shall attach to or be incurred by any member of the Organization for any reason. (Amended February 2000)
No Officer, Regional Representative, Board member or any other person authorized to act on behalf of Tigers East/Alpines East shall incur any obligation in excess of $200.00 without prior approval of a majority of the Board, except for the following purposes (Amended February 2000):
1. Printing, mailing, postage and stenographic expenses of the Tigers East/Alpines East official publication.
2. Stationery and postage for ordinary administrative use, including reimbursements of Regional Representatives’ postage expenses incurred in publicizing local and/or regional Tigers East/Alpines East sponsored events, as the financial condition of Tigers East/Alpines East permits. (Amended October 1985)
3. Board approved Tigers East/Alpines East badges, emblems and membership cards. (Amended February 2000)
All checks written against the funds of Tigers East/Alpines East shall be signed by the President and/or the Treasurer. (Amended February 2000)
Board members, Regional Representatives and Officers shall be accountable to the Board of Directors for all expenditures. (Amended February 2000)

Article XV: By-Laws

These By-Laws shall become effective immediately upon adoption by a majority vote at the annual membership meeting for 1976.

Amendments to these By-Laws may be proposed either by any member of the Board or by any twenty members in good standing of Tigers East/Alpines East. Proposed amendments must be submitted in writing.
Notice of the proposed amendments must be published in the official publication of the corporation at least thirty days prior to the annual meeting or in case of a mail ballot, thirty days prior to publication of the ballot.

Amendments:

Article IX, Section E, amended to read: “An Officer may succeed himself/herself for one additional term in succession.” (January 1978)
Article VII: “Annual dues are $20/yr for single membership, $22/yr for joint membership. Membership shall be in effect for one calendar year from date of receipt. This amendment shall be in effect for dues received after March 1, 1982.” (February 1982)
Article III, Section D. “Members shall be given two (2) months advance notice of membership dues prior to a member’s annual renewal date. A warning notice that membership is about to expire will be sent one (1) month prior to a member’s renewal date. If dues are not received in full by the member’s annual due date, then the member shall be dropped from the club ranks. If, in the event membership is renewed after the annual renewal date, then the new renewal date shall be established for that member commencing with the date dues are received in full. Newsletters and other club information and publications will not be provided for the period of inactivity without additional charge”. (October 1982)
Article VII: “The establishment of annual dues and postage fees are the responsibility of the Board of Directors.” (Supersedes Amendment B, February 1982.) (October 1982)
Article XIV, Section D. 2: “Stationery and postage for ordinary administrative use, including reimbursements of Regional Representatives’ postage expenses incurred in publicizing local and /or regional Tigers East/Alpines East sponsored events as the financial condition of Tigers East/Alpines East permits.” (October 1985)
In February 2000, a comprehensive update of the Articles and By-Laws was performed, resulting in changes too numerous to delineate separately here. Many changes were for clarity and readability. Where material changes to policy or procedure were made it is so noted with the amendment date. (February 2000)
Approval to incorporate minor changes for clarity of meaning, correction of punctuation, grammar and spelling as approved by the Board of Directors. (February 2000)

Articles of Incorporation and Bylaws