BYLAWS OF THE HART-PARR/OLIVER COLLECTOR'S ASSOCIATION

(An Iowa non-profit corporation)

 ARTICLE I

NAME AND PURPOSE

 
A.   The name of this organization shall be "Hart-Parr Oliver collector's Association, hereinafter referred to as "the Association and/or the HPOCA."

B.   The purpose of the Association shall be:

       1.   To help preserve the history of Hart-Parr, Oliver, Nichols and Shepard, American Seeding, and the acquired companies, Cletrac, Ann Arbor, Farquhar, and Be-Ge and other related companies acquired by Hart-Parr and Oliver.

       2.   To promote the history of Hart-Parr, Oliver and other related companies.

       3.   To aid the collectors of Hart-Parr/Oliver and Cletrac tractors and implements in restoration and preservation.

       4.   To promote the collection and care of Hart-Parr and Oliver machinery, memorabilia and other related items.

 

ARTICLE II

MEMBERSHIP AND DUES

A.   Members of the Association may be individuals, corporations, organizations and/or other associations.

      1.   Where the member is an corporation, organization or other association, the governing body of each such member shall designate in writing one (1) individual who shall be deemed its duly authorized representative at all meetings of the members of the Association.

      2.   Such persons shall be recognized as the duly authorized representative until the Secretary of the Association is notified in writing of the revocation of said appointment and given the name and address of the newly designated representative.

B.   Membership in the Association shall be divided into three (3) classes.

      1.   Voting annual members:  Any person interested in Hart-Parr, Oliver, Cletrac or related companies may become a voting annual member of the Association upon payment of the annual dues in the amount set forth in these bylaws or determined by the Board of Directors of the Association and such membership shall continue so long as annual dues            continue to be paid.

    2.   Non-voting "honorary" members:  Any person who has rendered distinguished service to the HPOCA may be appointed by the Board of Directors as a non-voting "honorary" member of the Association.

      3.   Non-voting "sustaining" members:  Any corporation, organization or other association interested in the work of the HPOCA may become a non-voting "sustaining" member of the Association upon payment of annual dues in the amount set forth in these bylaws or determined by the Board of Directors of the Association and such membership shall continue so long as the annual dues in such amounts determined continue to be paid.

C.   A membership is entitled to one (1) vote.  Members may cast only one (1) vote in any meeting or in any election.

D.   Memberships will commence during the month they are received at the office published in the HPOC magazine and will be valid for 12 months from the anniversary date.

E.   Charter members shall be members that joined the Association during the first twelve (12) months of the Association's existence.  (December 1, 1989 to December 31, 1990.)

F.   Dues for voting annual membership:

      1.   Membership includes spouse.  Current membership rates will be listed in the Association's magazine.

G.   Annual dues may be changed by a majority vote of the Board of Directors.

D.   Dues shall be non-refundable.
 

ARTICLE III

OFFICES

 A.   Principal office in Iowa.  The principal office of the Association shall be located at P.O. Box 703, Jesup, IA 50648-0703

B.   Registered office.  The registered office shall be designated by the Executive Committee.
 

ARTICLE IV

OFFICERS

 A.   Hart-Parr/Oliver Collectors Association officers shall be:

      President

      Vice President

      Secretary

      Treasurer

      These four (4) officers shall constitute the Executive Committee.

B.   These four (4) officers shall have been members of the Association for not less that two (2) years.

C.   Vacancies:

      1.   President: 

            a.   In the event of a temporary absence of the President, the Vice President shall assume the duties and responsibilities of the President.

            b.   In the case of a permanent absence of a President, the Vice President shall have the option of assuming the office of the President.  If the option is not taken, nominations by the last nominating committee and an election shall be scheduled at the earliest possible time.

      2.   Officers and Directors

            a.   In the event of a temporary absence of any other Officer or Director, the Executive Committee shall appoint a qualified member to temporarily serve in the vacant position.               

            b.   In the case of a permanent absence of any other Officer or Director, the Executive Committee shall appoint a qualified member to fill the position until the next scheduled election. The elected person shall serve out the remaining term of the absent member.               

            c.   In any special election, no current executive committee members may be nominated.

D.   Election:

      1.   Elections shall be conducted in accordance with Article IV section D of these bylaws.

      2.   Officers and Board members shall serve two (2) year terms as follows:  In even numbered years, the President, Secretary and Director of Finance and Planning shall be elected by secret ballot by the general membership.  In odd numbered years, the Vice President, Treasurer, Director of Promotion and Publicity and Director of Activities shall be elected by secret ballot by the general membership. The position of Director of Membership and Chapter Coordinator shall be elected at a meeting of chapter representatives held at the Summer Show in even numbered years.  Each chapter shall have one vote at this meeting, which shall be held prior to the summer show general membership meeting.              The elected shall be announced at the Summer Show general membership meeting and shall assume the duties of this position on January 1 of the following year.  All other candidates for Board positions in a given year shall be chosen by the nominating committee for that year or nominated from the floor as follows:  

            a.   Nominating committee:  The nominating committee shall be an Ad hoc committee filled on a volunteer basis annually at the winter get-together general membership meeting and shall consist of either three (3) or five (5) members.  If more volunteers present themselves, the committee shall be selected from the volunteer pool by lot. Committee members shall be announced at the meeting, and shall be published in the                 next magazine.  This committee shall select a chairman and develop a slate of candidates for the Officer and Director positions to be filled in that year.  Members interested in running for Board positions available in that year shall contact a member of the current nominating committee for inclusion  on the slate prior to the summer show general membership meeting, at which time the Presiding Officer shall ask for nominations from the floor.  This request shall be made three times in accordance with                 standard parliamentary procedure.  If any nominations from the floor are received, they shall be added to the slate and the entire slate announced.  At this time, the Presiding Officer shall request that the nominations for that year be closed.  The slate of candidates shall then be published in the next magazine, with a picture of each candidate and a brief description of his or her qualifications and reason for running for office.

            b.  Election procedures:  Election shall be by secret ballot to the members at their respective addresses as shown on the records of the Association forty (40) days prior to the closing date of the election. All blank ballots in excess of those sent shall remain in custody of the Secretary, until such time as the ballots are counted, and will then be                 accounted for, and become the custody of the counting committee.  The ballot shall list  and show  closing dates for receiving and counting votes.  Ballots received after the final closing date will not be counted.  A counting committee of three (3) disinterested persons shall be appointed by the Board to count ballots. All ballots printed shall be accounted for in the following manner, the number of all ballots mailed according to                   the mailing records shall be added to the number of ballots replaced, and all remaining blank ballots. This number will be balanced against the number of ballots printed according to the printing invoice. If sufficient discrepancy exists to change the outcome of the election, the election shall be declared null and void.  If the nominating committee presents only one candidate for an office and no further nominations are received from the floor at the summer show general membership                                                                                                       meeting, that candidate may be elected by acclamation at the summer show general            membership meeting  in lieu of putting his/her name on the ballot.

             c. Limit of service:  No Officer or board member shall serve more than two consecutive terms in any position.

             d. Eligibility:  To be able to run for the position of Officer or Board member an individual must have been a member in good standing for two (2) years immediately prior to the election.  Candidates for the position of Treasurer shall present evidence that they are qualified to hold the position and are bondable.  No more that one (1) person from an immediate family shall serve on the Board of Directors at any one time.

             e. Bylaws:  Proposed bylaws shall be presented at the general membership meeting of the annual summer show, and if approved by a majority vote of the members present, shall be published in the November issue of the magazine and voted on in that year's election.                                        

E.   Duties of the Executive Officers shall be as follows:

      1.   President:  It shall be the duty of the President to preside at all meetings of the HPOCA, sign all orders and other documents of the Association drawn by the Secretary or other board members and perform other duties necessary to the HPOCA.

      2.   Vice President:  It shall be the duty of the vice President to assume the duties of the President in absence of or at the request of the President.  The Vice President shall assist the President in coordination of all committees and organization activities.  The Vice President may finish an unexpired term of the President.

      3.   Treasurer:   It shall be the duty of the Treasurer to handle the finances of the Association and present financial reports to the Board of Directors.  The Treasurer shall keep and preserve all financial records of the Association, and deliver all official records in his/her possession to the incoming Treasurer to assure the orderly continuation of these records.

      4.   Secretary:  The Secretary shall keep and preserve accurate minutes of meetings and keep all essential records belonging to the Association, including a record of all  Association members and their addresses.  The Secretary shall deliver all official records in his/her possession to the incoming Secretary to assure the orderly continuation of these records.         

F.    Service Officers. Service officers shall be appointed by the President to provide necessary services to the association. Service Officers may not vote during Board of Director meetings but may bring motions directly related to their office, and enter into any debate. Each Service Officer shall establish a budget for their office, and forward said budget to the Finance and Planning Committee, for appropriation, and to be included in the HPOCA annual budget.

G.   Duties of Service Officers shall be as follows:

      1.   Sergeant-at-Arms: It shall be the duty of the Sergeant-at-Arms to prepare the meeting room, to insure any member present has opportunity to attend, to announce the presiding officer, and at the order of the presiding officer maintain order in the meeting. It shall also be the duty of the Sergeant-at-Arms to at the order of the President, provide for security at HPOCA events.

      2.  Chaplain: It shall be the duty of the Chaplain to give invocations as required, and when possible support the members needs in case of illness, injury, or death.      

      3.  Parliamentarian: It shall be the duty of the Parliamentarian to assist the presiding officer in disposition of Points of Order, and to advise to proper Parliamentary Procedure. The Parliamentarian shall be well versed and knowledgeable of Roberts Rules of Order.

      4.  Historian: It shall be the duty of the Historian to acquire, archive, and maintain items which reflect the history of HPOCA.

H.   Removal of an officer:  Officers may be removed for neglect or incompetence by a three-fourths (3/4) vote of the attending members at a special or annual meeting, provided that notice was given by mail to all members at their respective addresses not less than thirty (30) days prior to the meeting.                                                                            

 

ARTICLE V                                                                                           

MEETING OF THE MEMBERS

 

A.   Annual Meeting:  The Annual meeting shall be held during the winter get-together for the purpose of transaction of such business as may come before the meeting.

B.   Special Meetings:  Special meetings of the members, for any purpose or purposes, may be called by any three (3) Elected Officers or by written petition signed by one hundred (100) current voting members in good standing of the Association.

C.   Notice:  Notice of special meetings of the members shall be given by regular mail to the members at their respective addresses as shown on the records of the Association, not less than thirty (30) days nor more than sixty (60) days prior to the date of the meeting.  A notice of special meeting shall state the purpose or purposes for which the meeting is called,  and shall specify the date, time and place of the special meeting.

D.   Quorum:  Forty (40) members of the Association including a simple majority of the Board of Directors represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of the members.

E.   Board of Directors Meetings:  The Board of Directors shall hold necessary meetings to properly conduct the business of the Association, but at least one meeting per quarter will be held.  Members are entitled to attend Board meetings and to address the Board.  A brief annual report of action taken by the Board of Directors shall be published in the magazine.
At no time may debts be incurred in excess of the treasury balance.

F.   Proxy Purpose-Limits:   Proxies shall be dated, hand signed by the member assigning the proxy and shall bear the name of the member in good standing to whom the proxy is given. No special words are necessary.  The person named in the proxy must be personally present to vote.  Double or secondhand proxies will not be permitted.

 

ARTICLE VI

BOARD OF DIRECTORS

 

A.   General Powers:  The business and affairs of the Association  shall be managed by the  Board of Directors.  Except as otherwise provided in the Articles of Incorporation, the Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Association.  All approval of
 funds shall be made by a a majority vote of the board of Directors, unless otherwise ordered by a majority of those voting members present in person at any meeting of the members.

B.   Composition:  The Board of Directors shall be comprised of the Executive Officers, as set forth in Article IV, Section A of these bylaws, the Past President and the Chairpersons of the standing committees.

C:   Special Board of Director's meetings:  Special board of Directors meetings may be called at any time or place within ten (10) days by the President or any three (3) board members.  Notice to Board members may be in writing or by phone.

D.   Vacancies:  Any vacancy on the board of Directors shall be filled pursuant to Article IV, section A of these bylaws by the appointment or election of said Director or Officer.  In the event that a vacancy arises on the board of Directors of the Past President due to resignation, death or otherwise, then the position shall remain vacant until filled by the next Past President.

E.   No Officer, or Director shall be compensated for the duties of their position.
 

ARTICLE VII                                                                                                    

COMMITTEES
                                                                          

A.   Directors:  Directors shall be chairpersons of their respective committees, as follows:

B.   Standing committees:

      1.  Each director shall be a committee chairperson.

      2.  The Chairperson will select their own committees.

      3.  No committee member shall be a paid employee of the Association.

      4.  Each committee shall be responsible for records of its meetings including final details, costs, etc. of all planned activities to be passed on to succeeding committees.                                                                                                                               

      5.  Special Committees shall be appointed by the President and shall continue to function until their duty is completed or until they are dismissed by the Officer who appointed them.

      6.  The President shall be notified of all committee meeting dates in advance and action taken within thirty (30) days after the meeting.

      7.  Committees shall consist of no less than three (3) members.

      8.  When to the benefit of HPOCA, any committee chairman may create sub-committees to deal with specific functions of the committee.

C.   The following committees may be standing committees of the Association, as required.

      1.   Membership and Chapter Coordination Committee:  

            a.  The membership and chapter coordination committee will maintain and update a list of members with their respective addresses.  In addition, this committee will maintain a membership roster from each chapter and ensure that all chapter members are members in good standing of the Association.  Further duties shall include furnishing                 information to prospective new chapters when requested, and coordinating joint Association-chapter activities.

            b.  Develop invitational material to attract new members with the assistance of the promotion and publicity committee.

            c.  This committee shall consist of one member from each chapter.

       2.   Promotion and Publicity Committee:  

             a. Create and maintain promotional material to promote membership and provide information about the Association and chapter functions.

             b. Advertising for membership, promotional items, shows and other ads shall be coordinated and designed between this committee and any other appropriate committee, magazine editor, staff or member.

             c. This committee shall recommend, design and coordinate all promotional items for the Association.  

       3.   Finance and Planning Committee:

             a.  This committee shall determine ways and means of fund raising;

             b.  Develop a budget for each year, one year in advance;

             c.  Provide long-range planning on income-producing activities and guidelines for expenditures;

             d.  coordinate actions between all committees, which involve financing.

             e.  Shall have the authority to appropriate all funding matters.

       4.   Activity Committee:

             a.  This committee shall plan and coordinate all events and fellowship activities of the Association, especially the summer show and winter get-together.

             b.  Shows and other activities shall be planned well in advance with approval of the Board of Directors.

             c.  The activity committee shall work with the HPOCA designated representative and/or chapter following current policies and procedures for shows, banquets and meetings, etc. in the area where the specific event will occur.

D.   The following committees shall be Special Committees of the Association.

      1.    Auditing Committee:  This committee shall have three (3) members appointed by the Board of Directors, but will not include members of the Board of Directors.

      2.   Nominating Committee:  This committee shall have either three (3) or five (5) members selected in accordance with Article IV, Section D, Paragraph 2a of these bylaws.

            a.  This committee shall propose at least one (1) candidate for each Office or Directorship at the general membership meeting of the summer show preceding the election.

            b.  No unwilling candidates shall be proposed.                                                                                                                      

            c.  The committee shall consider nominations submitted by any member of the Association prior to the summer show general membership meeting, and shall verify each candidate's qualifications to run for election.

            d.  The committee shall receive a brief statement of each candidate's qualifications and reason(s) for running for a Board position, review these for uniformity, and forward these statements along with a photograph of each candidate to the magazine editor by the deadline for the November-December issue of the magazine.

            e.  There will be no write-in candidates.

 

ARTICLE VIII                                                                                                 

ORDER OF BUSINESS

 

A.   Order of business:  The order of business at each meeting of the Association, unless otherwise directed by a majority of the voting members at any meeting, shall be as follows:

      1.   Call to order.

      2.   Attendance.

      3.   Agenda.

      4.   Reading and disposal of any previous meeting minutes.

      5.   Treasurer's Report.

      6.   Committeee reports.

      7.   Old business.

      8.   New Business.

      9.   Adjourn.

B.   Points of order:  The meetings of the Association shall be governed by Robert's Rules of Order, Newly Revised, unless provisions in these bylaws supercede Robert's Rules of Order, Newly Revised. All questions shall be decided by vote and all differences of opinion regarding points of order shall be settled by the above mentioned rules.  Anyone deliberately disrupting a meeting may be removed from the meeting without further question by order of the Executive Committee.

 
ARTICLE IX

CHAPTERS

A.   The relationship of the chapters to the Association shall be defined in the Policy and Procedures Manual.

B.   New chapters will be gladly welcomed upon majority vote of the Board of Directors.

C.   All chapter members must be members in good standing of the National Association.  

D.   chapters must not be in competition with the National Association.

E.   Officers and Directors of the National Association need to be included in chapter mailing lists and must be kept informed of all chapter activities.

F.   Chapters can incorporate the National Association logo into or with the chapter logo, but may not alter the National Association logo.

 

ARTICLE X

MISCELLANEOUS

 

A.   Seal:  The Association shall have no official seal.

B.   Fiscal year:  The fiscal year of the Association shall end at the close of business on the last day of November of each year.

C.   Standing Rules:   A Policy and Procedures manual shall be established to contain standing rules and all other policies and procedures of the Association, including duties of the Officers and Directors.

D.   Disciplinary Procedure: No member shall engage or assist those engaging in activity which is injurious, libelous, or detrimental to HPOCA, its purposes, or the good name of HPOCA. Penalty for those found to be guilty of such activity shall be limited to reprimand, fine, suspension, or expulsion. Trial procedure shall be compliant to Roberts Rules of Order.

E.   Audits:   The financial books and records of the Association shall be audited on an annual basis by a CPA who shall not be a member of the Board of Directors or perform any other accounting function for the Association or by a committee of not less than three (3) disinterested persons appointed by the Board of Directors.

F.   Amendments:  These bylaws may be amended by a majority vote of all members under the rules as stated in Article IV, section D of these bylaws.

G.   These bylaws or any amendments shall not be valid until they have been approved.

      1.   Passed un-amended by a two-thirds 2/3 vote of ballots cast by the membership of the Association.

      2.  If ratified, these bylaws will become effective immediately and all previous bylaws shall become null and void.