Updated, April 2011
ARTICLES OF INCORPORATION
OF

GREAT BASIN ANTIQUE MACHINERY ASSOCIATION

(A NON-PROFIT ORGANIZATION)

We, the undersigned natural persons all being of the age of eighteen years old or more, acting as incorporators under the Utah Non-Profit Corporation and Cooperative Association Act, adopt the following Articles of Incorporation for such corporation:

ARTICLE I
NAME

The Association shall be a non-stock, non-profit corporation, incorporated under the laws of the State of Utah.  The name of the Association shall be the Great Basin Antique Machinery Association.

ARTICLE II
DURATION

The period for the duration of this Association shall be perpetual.

ARTICLE III
PURPOSE AND OBJECTIVES

The Association is organized to educate the public to the significance of the industrial revolution on industry and agriculture; to assist members in the preservation and restoration of industrial and agricultural equipment; to serve as a resource of information on early industrial and agricultural development to educators, civic groups, museums, researchers, artisans, historians, as well as the general public.

ARTICLE IV
MEMBERSHIP

Section 1 – The Association shall have no class of members.
Section 2 – Who May Join

  • Any person, firm or corporation involved or interested in the preservation, restoration or collection of antique industrial or agricultural equipment may join except as otherwise specified in these by-laws.
  • Any person, firm or corporation may join by written application on forms provided by the Association and accompanied by the payment of one year’s dues to the Treasurer of the Association. Dues are non-refundable.
  • Firms or corporate members shall be entitled to all privileges of regular membership, except the right to vote or hold office.

Section 3 – Termination of Membership

  • Any member may withdraw from the Association after fulfilling all obligations to the Association and by giving written notice of such intention to the Treasurer.
  • The Executive Officers, ARTICLE IX, and Board of Trustees, ARTICLE VIII, may revoke membership in the Association, with cause. Such cause shall be recorded in the minutes of the meeting of the Executive Officers and Board of Trustees.  The member shall be informed of the revocation of his/her membership and shall be informed of the causes for the decision.

ARTICLE V
DUES

Section 1 – Annual Dues.

  • The Executive Officers and Board of Trustees shall determine the amount of annual dues payable by the members to the Association.

Section 2 – Payment of Dues.

  • Dues shall be payable on or before the last day of the first quarter of the fiscal year.
  • Members only receive a name badge, club hat and window decal the first year that they join. If they are lost or damaged, we would appreciate it if you would reimburse our cost for providing another.  Although you pay the same amount the following years, your dues are used to pay your yearly EDGE&TA dues and insurance premium, the cost of providing newsletters, show place-cards, entry forms, prizes and refreshments occasionally at general meetings, etc.
  • When any member shall be in default in the payment of dues from the beginning of the second quarter of the fiscal year, his or her membership will thereupon be terminated.

Section 3 – EDGE&TA Membership & General Liability Insurance

  • Every participant in EDGE&TA reported events MUST be a member of an EDGE&TA branch to be covered by the EDGE&TA Insurance Policy. Exception: Members having a membership in another EDGE&TA Branch for the current year have already paid their EDGE&TA dues and insurance.  We will verify that the other Branch has paid your current dues and insurance premiums and/or ask to see your current membership card the day of the event.
  • This is for your protection! Know the safety rules and report any violations to the Executive Officers or Board of Trustees before anyone gets hurt! You are responsible for your own safety.
  • Period of general insurance coverage shall be from April 15th of the current year and continue until April 14th of the following year.

ARTICLE VI
FISCAL YEAR

The fiscal year shall run with the calendar year from January 1 to December 31.

ARTICLE VII
MEETINGS

Section 1 – General Meetings.

  • Meetings shall be called by the Executive Officers or the Board of Trustees or by signed petition of 20 percent of the Associations current membership, such petition shall be presented to the Executive Officers who shall call the meeting in a timely manner.
  • Notice of meetings shall be made in the Association’s newsletter published by the Secretary or the Executive Officers.
  • Any and all members of the association are invited to attend the meetings of the Board of Trustees. Only the Board members will have a vote on issues; however, all members are encouraged to present their views on any issue before the Board.

Section 2 – Quorum.

  • The presence of 20 percent of the current members of the Association shall be necessary to constitute a quorum for the transaction of business.

Section 3 – Voting

  • Each current dues paying member shall be entitled to one vote.
  • If the manner of deciding any question has not otherwise been prescribed it shall be decided by a majority of the quorum present.

Section 4 – Order of Business.

  • The order of business for meetings shall be as follows:
  • Calling of roll of the Executive Officers and Board of Trustees

(2)  Reading of minutes and treasury report

(3)  Receiving of communications

  • Reports of Officers
  • Reports of Special Committees
  • Unfinished Business
  • New Business
  • Any questions as to priority of business shall be decided by the chair without debate.
  • Meetings of the Association shall be conducted in accordance with Robert’s Rules of Order.

ARTICLE VIII
TRUSTEES

Section 1 – Number of Trustees

  • The oversight of the Association shall be vested in the Board of Trustees consisting of three persons.
  • No member shall hold more than one office.

Section 2 – Method of Election

  • The members in a regular meeting shall nominate and elect the Trustees.

Section 3 – Term of Office

  • The term of office for Trustees is two years on an alternating basis.
  • A member elected to replace any Trustee shall serve a term of two years. Board members shall take office immediately following their election. 
  • Current or former members of the Board may be nominated and re-elected to the Board if they so consent.

Section 4 – Duties

  • The Board of Trustees shall be charged with the responsibility of assisting the Executive Officers in the operation of the Association and prudent conduct of its business.
  • The Board of Trustees may
  • Hold meetings at such times and places as it chooses.
  • Communicate with other organizations with similar interests.
  • Employ agents.
  • Plan and execute such measures as it deems proper to promote the objectives of the Association and to best protect the interest of the Association and its members.

Section 5 – Vacancies

  • Whenever any vacancy occurs on the Board of Trustees, by death, resignation, or otherwise, it shall be filled without undue delay by the majority vote by the remaining members of the Board of Trustees and the Executive Officers at a meeting called for that purpose.
  • The member so elected shall hold office for the remainder of the term of the Trustee he or she replaces.

Section 6 – Removal of Trustees

  • Any one or more of the Trustees may be removed from office with cause, at any time by a vote of 67 percent of the quorum of members present at a meeting called for that purpose.

ARTICLE IX
EXECUTIVE OFFICERS

Section 1 – Number of Officers

  • The officers of this Association shall consist of a President, Vice President, Secretary and Treasurer.
  • No member may hold more than one office.
  • These officers shall constitute the Executive Committee.

Section 2 – Method of Election

  • The members in a regular meeting shall nominate and elect the officers.

Section 3 – Term of office

  • Officers shall serve for one year.
  • Current or former officers may be nominated and re-elected if they so consent.

Section 4 – Duties of Officers

  • President
  • The President shall preside at the meetings of the Association and of the Executive Committee and shall be a member ex officio with the right to vote on all committees.
  • He or she shall also at meetings of the Association and such other times as he or she deems proper, communicate to the Association or to the Board of Trustees such matters and make such suggestions as may tend to promote the prosperity and increase the general standing of the Association.
  • He or she shall perform other duties as are necessary incident to the office of President.
  • The President shall have the authority to make committee appointments excluding appointments to the Executive Committee.
  • Vice President
  • The Vice President shall function as Safety Officer and Track Coordinator during tractor pulls unless the President or Vice President appoints a Trustee Safety Officer. The Safety Officer/Track Coordinator will be responsible for the coordination, safety, and operation of the sled and track and they will serve as the central figure for safety and operation of the track committee positions.
  • In the cause of death, or absence of the President, or his or her inability from any cause to act, the Vice President shall perform the duties of the office of the President.
  • The Vice President may be appointed as chairman of standing committees as appointed by the President.
  • Secretary and Treasurer
  • The Treasurer shall keep a current roster of all current dues paying members of the Association, collect annual dues, and prepare an annual report of the transactions and financial condition of the Association.
  • The Secretary shall keep minutes of the general and special meetings of the Association.
  • The Secretary shall assemble and publish newsletters to coincide with the announcement of each general meeting or activity.
  • The Treasurer shall keep a record of all monies received and expended for the use of the Association and make disbursements only upon approval of the Executive Officers and no less than two signatures.
  • The Treasurer shall report the funds on hand at Association meetings and at such time as requested by the Association President or the Board of Trustees.
  • The Treasurer shall deposit funds of the Association in the bank designated by the Trustees at a branch convenient to him/her.
  • The funds, books, and vouchers in his or her hands shall at all times be under the supervision of the Executive Officers and subject to its inspection and control.
  • At the expiration of his or her term of office, he or she shall deliver to the successor all books, monies, vouchers, records, computer software and other properties to the Treasurer elect. In the absence of the Treasurer elect, shall deliver such to the President elect.

Section 5 – Vacancies

  • Whenever any vacancy occurs on the Executive Committee, by death, resignation, or otherwise, it shall be filled without undue delay by the members of the Board of Trustees at a meeting called for that purpose. The member so elected shall hold office for the remainder of the term of the officer he or she replaced.

ARTICLE X
COMMITTEES

Section 1 – Standing Committees

  • As soon as practical after the election, the President shall appoint appropriate committees, including, but not limited to conference, election, grants, and membership.
  • The members of such committees shall serve the term of the President making the appointment.
  • The President or Vice President has the right to replace a chairman and/or vice chairman to head up any committee within the Association.

Section 2 – Special Committees

  • The President may at any time appoint other committees on any subject for which there are no standing committees.

Section 3 – Vacancies

  • The members of the various committees shall have the power to fill vacancies in their membership.

ARTICLE XI
AMENDMENTS

These by-laws may be amended or altered in all or in part by a majority of a quorum of members at any duly organized meeting of the Association.  The proposed changes shall be noticed in the Association’s newsletter announcing the meeting time, date and place.

ARTICLE XII
DISTRIBUTIONS

Section 1 — Any and all monies of the Association will be dispersed with no less than two signatures for such funds as the Executive Officers may provide to be used at the discretion of individual officers or members for a specific purpose.

Section 2 — The Executive Officers of the Association and the Board of Trustees shall serve without salary. Members may request reimbursed for expenses on presentation of an itemized bill to the Secretary/Treasurer and when approved by two of the Executive Officers or Board of Trustees.

Section 3 — Members of the Association are prohibited from entering into any contract or cause any work to be done for the Association, except as directed by the Executive Officers or Board of Trustees.

Section 4 — The Executive Officers along with the Board of Trustees shall determine the amount of membership dues, pull registration fees, and other monies.  All monies collected by the Association shall be added to the general fund and shall be used first to pay expenses of the Association.  Any monies remaining shall be reinvested into Association activities for the further Association goals, as determined by the Executive Officers and Board of Trustees.

Section 5 — No part of the net earning of the Association shall inure to the benefit of or be distributable to its trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.  No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation and that the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate or public office.  Not withstanding any other provision of these Articles of Incorporation, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) on the Internal Revenue Code as amended or supplemented.

ARTICLE XIII
DISSOLUTION

By two-thirds vote of all members of the Association, the Association may be dissolved.  Upon the dissolution of the Association, The Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all assets of the Association to any organization, exempted under section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future Internal Revenue Law), as the Board of Trustees shall determine.  Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Association 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 XIV
EXECUTIVE COMMITTEE and BOARD OF TRUSTEES

The names and addresses of the Executive Committee and the Board of Trustees of this Association at the time of this revision (5 April 2011) are as follows:

______________________________.
Marty Simonson, Trustee
3961 West 800 North
West Point, UT  84015
______________________________.
Robert Harvey, Trustee
310 North 1425 East
Layton, UT  84040

______________________________.
Gary P. Pitlo, Trustee
246 W. Oaks Circle
Ogden, UT  84404