Automate RV Club Restated Bylaws
Approved by the Annual Membership Meeting on March 27, 2004
Amended by the Annual Membership Meeting on May 5, 2007
Amended by ballot of membership on July 3, 2010
Amended by ballot of membership May 14, 2011

ARTICLE 1: NAME AND PURPOSE

1. The name of this Corporation shall be: AutoMate RV Club.

2. This Corporation is a nonprofit mutual benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Mutual Benefit Corporation Law for public purposes.

3. The purposes of this Corporation shall be: a) to provide an opportunity for social interchange among current and former AutoMate owners; b) to provide a forum for members to exchange experiences, problems and solutions as they pertain to AutoMate recreational vehicles, and c) to promote communication among current and former owners of AutoMate recreational vehicles.

4. This Corporation shall function as a national independent group of current and former owners of AutoMate recreational vehicles.

ARTICLE 2: BOARD OF DIRECTORS

1. There shall be a minimum of five and a maximum of nine Directors, the exact number to be fixed by the Membership.

2. The Directors comprising the Board of Directors shall be the duly elected officers: President, Vice President, Secretary, Treasurer, Newsletter/Web Page Editor, and Immediate Past President.

3. The Board of Directors shall conduct corporate affairs and shall exercise all corporate powers, except as otherwise provided for in these By Laws.

4. Documents between the corporation and any other person shall be signed by either the President or Vice President and either the Secretary or Treasurer.

ARTICLE 3: MEMBERS 

1. There shall be one class of member. All current and former owners of AutoMate recreational vehicles shall be eligible for membership upon payment of annual dues.

2. For voting purposes, each rig will constitute one membership and be accorded one vote.

3. Members in good standing shall be those current and former owners of AutoMate recreational vehicles whose annual dues are current. Each Member shall be obligated to pay dues to cover the expenses of the Corporation. Annual dues shall be set or changed by the Membership.

4. Members in good standing who joined the AutoMate RV Club on or before April 1, 2001 shall be charter members.

5. All Members must agree to keep all membership roster information confidential within the Club and not to use the roster for any commercial or other non club related business.

6. Members may resign at any time. Dues are not refundable.

7. Membership shall expire if a Member fails to pay annual dues by the stated deadline date for payment.

8. Local chapters may be authorized by the Board of Directors as need develops.

ARTICLE 4: ANNUAL MEMBERSHIP MEETING

1. The Annual Membership Meeting shall be held each year during the Spring Rally. 

2. Members in current good standing, at any given member meeting, shall constitute a quorum. A Majority of members present and voting on any measure is required for passage of a proposed measure.

3. The Treasurer shall present an annual financial report to the Annual Meeting. The President and committees may also present reports.

4. The site of the Annual Meeting and Spring Rally shall be determined by the Board of Directors. 

5. The Minutes of the Annual Meeting, including the annual financial statement, shall constitute the Annual Report. These minutes shall be sent to the members by US mail and/or email not more than 120 days after the close of the Corporation’s fiscal year. 

ARTICLE 5: SPECIAL MEETINGS OF MEMBERS

1. Special meetings of Members may be held in accordance with California law. 

2. If the Board of Directors decides that an action requires Membership approval prior to the next Annual Meeting, such action may be submitted to the Members by mail ballot. A majority vote of all Members shall be required for the action to take effect, except as otherwise provided in these By Laws. 

3. There may be a Fall gathering for social and educational purposes only.

ARTICLE 6: LOCATION AND INSPECTION OF RECORDS 

1. There being no office, the Corporation shall keep the original or a copy of its Articles and By Laws as amended to date at the residence of the President, a copy of the official membership roster at the residence of the Secretary, and the financial records at the residence of the Treasurer.

2. The Corporation shall, upon written request of a Member, furnish the Member with a copy of the Articles and By Laws.

3. Accounting books and records of minutes of the proceedings of Membership meetings, the Board of Directors and committees of the board shall be open to inspection upon the written demand on the Corporation of any Member, at any reasonable time, for a purpose reasonably related to such person’s interests as a Member.

4. There shall be a financial review of the books when either the President or Treasurer leave office.

ARTICLE 7: DUTIES OF DIRECTORS 

1. The President shall serve as the general manager and chief executive officer and shall preside at the Annual Meeting and Board of Directors meetings.

2. The Vice President shall act as President in the absence or disability of the President and shall assume such other duties as may from time to time be delegated.

3. The Secretary shall take minutes of Board meetings and the Annual Meeting, keep the official minutes book, and maintain the official Membership roster.

4. The Treasurer shall serve as chief financial officer and shall receive and deposit all monies into the Corporation’s bank account, write checks, keep the books, present periodic financial statements to the Board of Directors, and present an annual financial statement to the Annual Meeting.

5. The Newsletter/Web Page Editor shall publish the Corporation’s periodic newsletter and shall cause the Corporation’s Web Page to be maintained.

6. The Immediate Past President shall provide continuity of leadership and shall assume such other duties as may from time to time be delegated.
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ARTICLE 8: BANK ACCOUNTS: The Corporation shall establish such bank accounts as determined by the Board of Directors. All checks shall require two (2) signatures. Directors authorized to sign checks shall be the President, Vice President, Secretary, Treasurer, Newsletter/Web Page Editor and Immediate Past President.

ARTICLE 9: FISCAL YEAR: The Corporation’s fiscal year shall be April 1 to March 31.

ARTICLE 10: DIRECTORS AND MANAGEMENT 

1. All Directors shall serve without compensation.

2. The Board of Directors shall conduct corporate affairs and shall exercise all corporate powers.

3. The President, upon approval of the Board of Directors, may establish committees to carry out the functions of the Corporation. Such committees shall receive their charge and serve at the pleasure of the Board.

ARTICLE 11: BOARD MEETINGS

1. The Board of Directors shall meet on the call of the President, the Vice President, the Secretary, or any two Directors.

2. A majority of the Board of Directors shall constitute a quorum.

3. An act of the Board of Directors means every act or decision made by a majority of the Directors present at a duly held meeting with a quorum present. At any meeting at which a quorum is initially present, remaining Directors may continue to transact business so long as any action taken is approved by at least a majority of the quorum required for the meeting.

ARTICLE 12: NOTICE FOR BOARD OF DIRECTORS MEETINGS 

1. The Board of Directors may hold regular meetings without notice so long as the Board has fixed a time and place. Special meetings may be held provided four days notice is given by first class mail, delivered 48 hours in advance in person or by telephone or email. Said meetings may be held in person or by conference telephone calls so long as all members can hear one another. 

2. The Board of Directors may take action without a meeting so long as all Directors individually or collectively give their written consent to such action. Such consents must be filed with the minutes. All actions taken by such consents have the same effect as a unanimous vote of the Directors.

3. Copies of the bylaws or of resolutions or of minutes of the Annual Meeting or Board of Directors meetings certified by the Secretary create a presumption that such matters were duly adopted or held.

ARTICLE 13: SELECTION, REMOVAL AND RESIGNATION OF DIRECTORS

1. The Corporation shall elect Officers and Directors from within its ranks to serve for a period of two years with the exception of the Immediate Past President and President Elect who shall serve for a period of one year. Elections will be held during the Annual Meeting at the Spring Rally. All Officers shall serve as Directors. Election of specific Officers will be staggered as follows:





President:	Elected in Odd Numbered Years
Vice President/Program Chair	Elected in Even Numbered Years
Secretary/Membership Chair	Elected in Even Numbered Years
Treasurer	Elected in Odd Numbered Years
Newsletter/Web Page Editor	Elected in Odd Numbered Years
Immediate Past President	Serves automatically for one year

2. All Officers and Directors shall be eligible for re-election.

3. A Nominations Committee shall be appointed by the President upon approval of the Board of Directors. The Nominations Committee shall present a slate of officers to the Annual Meeting. Additional nominations may be made from the floor. All nominees shall be given a reasonable opportunity to inform Members of their qualifications and to solicit votes.

4. There shall be no proxy votes. 

5. A Director shall hold office until the expiration of the term for which he/she was elected, and until a successor has been elected. 

6. Any Director may resign effective upon giving written notice to the President, Secretary or the Board of Directors, provided that no Director may resign if such resignation would leave the Corporation without duly elected Directors, except upon notice to the California Attorney General. The Board of Directors shall have the authority to fill any sudden Director vacancy until the membership can do so at the next Annual Meeting.

7. Any and all Directors may be removed without cause if such removal has been approved by the Members at an Annual Meeting. A Director may not be removed prior to the expiration of his or her term by any reduction of the number of Directors authorized in these By Laws and as set by the Members. The filling of a vacancy caused by removal of a Director requires approval of the Members.

ARTICLE 14: GENERAL DUTIES OF DIRECTORS

1. Directors shall perform their duties in good faith and with such care as they believe to be in the best interests of the Corporation. Directors are entitled to rely on information, opinions, reports or statements, including financial data which have been prepared or presented by persons deemed to be competent in their respective fields or a committee of the Board of Directors upon which they do not serve and which merits confidence. 

2. A Director who performs his/her duties with care and acts in good faith shall not be liable for any alleged failure to discharge such obligations, including without limitation, an act which defeats or exceeds the Corporation’s public purpose, so long as the Director does not engage in self dealing transactions.

3. The Corporation shall not loan any money or property to or guarantee the obligation of any Director, nor shall it make any distribution.

4. Directors shall not distribute the assets of the Corporation without paying for all known liabilities of the Corporation after dissolution proceedings have commenced

5. Directors shall perform their duties in conformity with provisions of the California Nonprofit Mutual Benefit Corporation Law.

ARTICLE 15: INDEMNIFICATION: The Corporation may indemnify Directors against expenses actually and reasonably incurred in connection with the defense or settlement of an action for breach of duty so long as said Directors acted in good faith, in a manner they believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as would be exercised by an ordinarily prudent person. 

ARTICLE 16: INSURANCE: The Corporation shall have the power to buy and maintain insurance for any agent of the Corporation against any liability incurred by or assessed against him or her in such capacity, even though the Corporation may not have the power to indemnify such agent against such liability.

ARTICLE 17: MERGER: Any merger shall be approved by both the Board of Directors and a majority of the members present at the Annual Meeting.

ARTICLE 18: DISSOLUTION

1. The Corporation may elect voluntarily to wind up and dissolve by either the approval by the majority of all Members or the approval of the Board of Directors and approval of the Members at an Annual Meeting, following procedures provided for by California law.

2. The Corporation may be involuntarily dissolved as provided for by California law.

3. After determining that all known debts and liabilities have been paid or adequately provided for, the Board of Directors shall distribute all remaining corporate assets to a worthy charity selected by the Board of Directors.

ARTICLE 19: GOVERNING AUTHORITY: The Corporation shall operate under the governing authority of the laws of the State of California.

ARTICLE 20: ADOPTION, AMENDMENT OR REPEAL OF BY LAWS: These By Laws may be adopted, amended or repealed by a majority vote of the Members present and voting at an Annual Meeting or a majority of Members casting votes in a U.S. mail ballot. Any change to these By Laws must be submitted to the Membership at least thirty (30) days before the vote. 

The Automate RV Club
Membership Application

AutoMate RV Club Membership Annual Dues are $20.  Our fiscal year ends April 1st.  For an additional $10 you may purchase a copy of our Owners' Repair Manual.

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Membership Application to print and mail-in

Please mail application along with $20 dues* payable to AutoMate RV Club to: (Make your payment for $30 if you would like to receive our Owners' Repair Manual-- a $10 additional charge.)

Club dues are payable also to Pam Richichi no later than March 31st.  They can be paid early!

Automate RV Club
C/O Pam Richichi
25 Schooner Lane
Modesto, CA 95356

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AutoMate RV Club.
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Revised: August 14, 2011

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