BYLAWS OF THE HART-PARR/OLIVER COLLECTOR’S ASSOCIATION
BYLAWS OF THE HART-PARR/OLIVER COLLECTOR’S ASSOCIATION
(An Iowa non-profit corporation)
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
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
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.
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
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.
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.
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.
A. Hart-Parr/Oliver Collectors Association officers shall
These four (4) officers shall constitute the Executive
B. These four (4) officers shall have been members of the
Association for not less that two (2) years.
a. In the event of a temporary absence of the President,
the Vice President shall assume the duties and responsibilities of the
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.
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:
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
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
MEETING OF THE MEMBERS
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
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
At no time may debts be incurred in excess of the treasury
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.
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 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
E. No Officer, or Director shall be compensated for the
duties of their position.
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
7. Committees shall consist of no less than three (3)
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
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
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
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
e. Shall have the authority to appropriate all funding
4. Activity Committee:
a. This committee shall plan and coordinate all events and
fellowship activities of the Association, especially the summer show and winter
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
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.
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.
4. Reading and disposal of any previous meeting minutes.
5. Treasurer’s Report.
6. Committee reports.
7. Old business.
8. New Business.
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.
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
E. Officers and Directors of the National Association need
to be included in chapter mailing lists and must be kept informed of all
F. Chapters can incorporate the National Association logo
into or with the chapter logo, but may not alter the National Association logo.
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
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.