SAOCA By-Laws

Sunbeam Alpine Owners Club of America
Articles of Association, National and Regional By-Laws

Articles of Association

The undersigned hereby associate to form a not-for-profit Unincorporated Association under Chapter 1702 of the Ohio Revised Code and to that set forth the following:

Article I: Title

The name of this organization shall be The Sunbeam Alpine Owners Club of America, hereafter referred to as “the SAOCA” or simply “the Club”.

Article II. Purpose

Said organization is formed exclusively for social and educational purposes under 501(c)7 of the Internal Revenue Code, or corresponding section of any future iterations of the aforementioned section of the federal tax code.

The primary purpose is to promote interest, education, restoration and preservation of all Rootes Group vehicles, with emphasis on the 1959-1968 “Series” Alpines. Secondary purposes include: 

  • The education of members relative to their vehicles’ history and authenticity;
  • Historical research and documentation of surviving cars;
  • Facilitate reproduction of necessary parts not currently available;
  • Promotion and organization of regular social events, motorsport events and regional meetings;
  • To afford members such benefits and privileges as it may be possible to arrange.

Article III. Membership

Individuals sixteen (16) years of age and older shall be eligible for membership, provided they support the purpose of the organization.  The SAOCA does not have formal membership dues, although all members are encouraged to support the club through voluntary annual contributions.   Application for membership is simply a matter of registering on our forum and having that registration approved.   Approval is generally automatic but may be delayed if the application appears to be deceitful or an attempt to spam the membership.   Once approved, membership remains in effect until 1) member decides to leave the Club or 2) membership is revoked by the Board due to actions that violate Club rules, as detailed below.

The membership shall consist of Sponsoring and Non-Sponsoring Members.   Sponsoring Members are those who make a voluntary financial donation to support the club at one of multiple levels determined by the Board.  Only Sponsoring Members are eligible to vote in Club elections or to serve on the Governing Board.  In addition, only Sponsoring Members are eligible to post on the For Sale forum.  While the Club’s website/forum and events will be open to all, the Board can create additional benefits that are reserved for Sponsoring Members at varying levels (e.g., joint membership in other clubs, access to sister clubs’ newsletters, access to regalia and spare parts, ability to list parts for sale on the Club’s website).   In addition, the Board can modify access to these benefits based on sponsorship levels as it deems appropriate. 

Any level of support is appreciated, but the Board will determine set contribution tiers and associated benefits at each tier.  Changes to the tier structure will be recommended by the Board and subject to a membership vote.  A simple majority of the members voting will be sufficient for changes to the tier structure.  All sponsorship levels and associated benefits are for the 12 months period commencing on the donation date and will need to be renewed annually.

Attachment 1 to this document contains sponsorship levels in effect as of January 1, 2021.

All members, regardless of tier, are expected to always abide by the Club’s bylaws and rules for forum behavior.  Members who, in the Board’s opinion, have violated the bylaws and/or forum rules will first receive a formal warning from the Board. Any subsequent violation will, subject to a vote of the Board, result in a 30-day suspension from the Club.  Suspended members can appeal this decision in writing to the Board.  Any further violations following the suspension may result in permanent expulsion from the Club.  In certain cases, the Board may determine that a a violation is so egregious as to warrant expulsion, even without providing an initial warning.  It is at the discretion of the Governing Board to decide upon expulsion or any other sanction of a member. The member in question will have the opportunity to explain his/her conduct either verbally or in writing.  A majority of the Governing Board will be required to suspend or terminate membership.

Article IV. Officers of Governing Board

The Board shall consist of a President, Vice-President, Secretary, Treasurer, and Membership Director. At the Board’s sole discretion, there may be additional Board positions for specific roles (e.g., Technical Director).  These offices shall be elected by a General Election of Sponsoring Members for a period of two years. The election will be held so a transition from the old officers to the new takes place on January 1st of each evenly numbered year. This group will be known as the Governing Board, or simply The Board. Overall authority and responsibility for the transaction of the business of the SAOCA and for its management shall be vested in the Governing Board, who, in addition to the powers and authorities expressly conferred on them by these rules, may exercise all powers and do all acts in furtherance of the objects for which the SAOCA is established.  

Indemnification

Upon joining the SAOCA as a member, each individual agrees to release, hold harmless, and indemnify the SAOCA and its Governing Board officers and sanctioned event organizers from any and all liability or claim whatsoever for any damage or injury including death or any financial loss that may occur as a result of his/her association with the SAOCA.  In addition, should the SAOCA offer affiliate memberships in any other US or international organizations, Members agree to harmless, and indemnify these organizations from any and all liability or claim whatsoever for any damage or injury including death or any financial loss that may occur as a result of his/her association with the affiliated organization.

Article V. Duties of Officers of Governing Board

Duties of the President: The President will have overall responsibility for the Club’s affairs. The President shall be responsible for calling timely Board meetings for ordinary club business and to deal with any special circumstances that may arise. The Vice-President will preside at meetings in the absence of the President. The Vice-President shall become President in the case of the President’s death, resignation, or disqualification. In the event the Treasurer cannot perform his duties, the President shall resume the responsibilities of the Treasurer until a new Treasurer is appointed to fill the unexpired term.  Along with the Treasurer, the President shall have access to the Club’s checking account.

Duties of the Vice-President: The Vice-President shall assist the President in the affairs of the SAOCA and perform such duties as assigned by the President.  In the event the President cannot perform his duties, the Vice-President shall resume the responsibilities of the President until a new President is appointed to fill the unexpired term.  Along with the Membership Director, the President shall have access to the Club’s PayPal account.

Duties of the Secretary: The Secretary shall be present at all Governing Board meetings and shall keep minutes of the proceedings and share these minutes with the membership, as appropriate. The Secretary will be the custodian of Club records and ensure that the books, reports, statements, and all other documents and records of the SAOCA required by statute are properly kept and filed. The Secretary will be responsible for requests for regional events.

Duties of the Treasurer: The Treasurer shall receive all non-electronic monies of the SAOCA, including directly paid membership dues, and deposit them in the organization’s bank account. The Treasurer will have direct control over all payments of debts and obligations. He/She shall give a quarterly report to the other club officers as to the financial affairs of the SAOCA and an annual report to the membership. Specifically, the Treasurer will:

  1. Have or delegate responsibility for the funds, securities, receipts, and disbursements of the SAOCA;
  2. Cause the monies and other valuable effects of the Club to be deposited in the name and to the credit of the SAOCA in such banks or trust companies as the Board of Directors may select;
  3. Cause the funds of the Club to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Directors, upon the authorized depositories of the SAOCA, and cause to be taken and preserved proper vouchers for all monies disbursed;
  4. Have or delegate responsibility for provision to the President or Board of Directors whenever requested, a statement of the financial condition of the SAOCA, and of all transactions as Treasurer; and, if called upon to do so by a majority of the Board or of the Members, render a statement of assets and related statements of income, expenditures and fund capital as audited annually by an independent auditing firm; and
  5. Keep or cause to be kept the books of account of all the business transactions of the SAOCA.

Duties of the Membership Director: The Membership Director shall maintain and update the membership database. He/She shall provide quarterly reports to the other officers, as to activity relative to his/her office. The membership director will also send a reminder to each member whose membership has expired and handle the distribution of the annual membership packets.  Along with the Vice-President, the Membership Director will have access to the Club’s PayPal account.

It is the responsibility of each of the Governing Board Officers to notify the Governing Board President if he/she needs to vacate their position for any reason. If contact with an officer cannot be made within a reasonable time the officer will be considered to have stepped down and the remainder of the Board will recruit and appoint a replacement to fill the officer’s unexpired term.

Article VI. Banking

Two members of the Board shall always have access to Club financial accounts.  The Treasurer and President shall have access to the Club’s bank accounts, while the Vice-President and Membership Director shall control the PayPal account. The Treasurer shall be primarily responsible for banking all monies of the SAOCA. The Treasurer shall be primarily responsible for signing club checks. In the event the Treasurer cannot perform his duties the President will be responsible for banking monies and signing club checks until a new Treasurer is appointed. Donations to the SAOCA, whether in monies, part, or services, should be directed to the Treasurer. All checks must be made payable to “The Sunbeam Alpine Owners Club of America” or to “The SAOCA”.

Article VII. Board Meetings

The entire Board shall hold at least one formal meeting each year when called by the President, along with regular ad hoc meetings/discussions as issues relevant to the Club arise.  The annual meeting may be in person or electronic, while ad hoc meetings will be via whatever medium is most conducive to the matter at hand, including email and text message exchanges. Binding decisions can only be made at Board meetings.

Article VIII. Use of SAOCA name, address, and property (physical and intellectual)

Use of the club name, logo, and address is strictly prohibited without prior permission from the Governing Board. The SAOCA logo may not be altered or modified except by a majority vote of the Board. Club property must be returned to the Governing Board after any sanctioned Club event.  SAOCA reserves all rights with respect to its intellectual property, including the name “Sunbeam Alpine Owners Club of America” and “SAOCA”.  Members that engage in actions aimed at tarnishing the goodwill of the SAOCA name may be grounds for immediate expulsion and shall result in, at least, a warning–subject to SAOCA procedures set forth in Article III of these Bylaws.

Article IX. Amendments/Changes

Any amendments/Changes to these rules will be discussed at the annual or ad hoc Board meetings and, subject to formal approval by the Governing Board, will be presented to the membership for approval. A majority of the membership vote will be necessary to incorporate any amendments/changes.  All Sponsoring Members will have the opportunity – and be encouraged to – vote on changes, but the decision to change will be based on obtaining a majority of votes cast.

Article X. Events

The Club may, if enough members are interested, hold a national event known as an “SAOCA Invasion”.  At the Board’s discretion, the Club can also supply financial and/or logistic support to relevant North American marque events (e.g. SUNI).  In addition, individual members are encouraged to organize and host regional events, which can also be called “Invasions” (e.g., “West Coast Invasion”).  Upon request, the Club will provide limited financial and logistical support to relevant events in North America with sufficient attendance, but shall not be liable for any loss or damage arising out of the use by any person of their vehicle or property on club business. Members are therefore reminded to make sure adequate arrangements exist for any local events.  Sponsorship requests must be submitted in advance.  Requests for reimbursement must be in writing and receipts or other documentation must be submitted no more than thirty days after the date of the event.

Article XI. Rootes Group Support

Consistent with the Club’s primary purpose, the Club will provide support for recognized international efforts to promote the restoration and preservation of Rootes Group vehicles.  As of the incorporation of these bylaws, the primary organization recognized by the club for providing this service is The Rootes Archive Centre Trust, which the Club will support on an annual basis, subject to the Club’s financial condition.  The level of this support will be determined by the Board on an ongoing basis. Other similar organizations may be supported in the future, at the discretion of the Board.  All such donations will be documented for the members on the Club’s forum.

Article XII. Copies of By-Laws

These bylaws will be published on the home page of the Club’s website and will be available to all members and prospective members.