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As Restated Effective January 1, 2006
ARTICLE I
General
Sec.1 The name of this Corporation shall be: The Society of Antique Modelers, Inc.
Sec.2 The principal office of the Corporation shall be located at Oradell, New Jersey
Sec 3 This is an incorporated New Jersey non-profit Corporation.
ARTICLE II
Purpose
To conduct a Society offering advice, service and aid concerning the building and flying of Antique model aircraft. To establish, compile, issue, and publish rules and regulations for and on behalf of its members. To perform all other services usual in a Model Club or Society not inconsistent with the above.
ARTICLE III
Membership
Sec.1 Eligibility for Membership - Any person who is a member in good standing in the Academy of Model Aeronautics, or the equivalent organization in that person's country of residence, shall be eligible for full membership in the Society. Any such applicant for membership shall file a written application with the Secretary agreeing to become bound and to abide by the articles of incorporation and Bylaws of the Corporation.
Sec.2 Membership Application - Application for Membership shall be made on the prescribed form of the Corporation and be accompanied by such fees provided for under the dues structure.
Sec.3 Types of Membership - A full membership will be available to those living in North America or to those overseas members who make application to the Secretary and pay the current membership fees required. A full membership will entitle the member to full voting privileges on North America SAM rules and SAM officers. An Affiliate Membership will be available to those persons living outside of North America. Overseas members may make application to the Secretary ( North America) or to the appropriate officer of the SAM chapter in their own country. These members are entitled to receive the SAM Speaks newsletter/magazine at a special rate to be determined by operating costs. All contestants who participate in either the annual SAM Championships or an Academy of Model Aviation sanctioned contest where SAM events are flown shall meet the requirements of Article III, Sec.1. A North American resident who simply wishes to subscribe to SAM Speaks need not be a member of the Academy of Model Aeronautics.
ARTICLE IV
Dues and Fees
Sec.1 Determination of Dues - Annual dues of the members shallbe determined each year by the Board of Directors according to the financial requirements needed to carry on the functions of the Corporation.
Sec.2 Termination of Membership - Any member who shall become ninety (90) days in arrears in payment of dues may be suspended from membership in the Corporation by the Secretary after being duly notified of such delinquency. All dues, membership rights and privileges shall cease immediately. Any member may be removed from membership by a majority vote of the members present at any annual meeting, or at any special meeting of the members called for that purpose, for violation of the Bylaws or rules and regulations of the Corporation, or for any other conduct deemed prejudicial of this Corporation, provided that such member shall have first been served with written notice of the accusations against him and shall have been given the opportunity to present evidence concerning such accusations, if any, and to be heard at the meeting at which such vote is taken. The Board of Directors shall have the opportunity to review such suspensions.
ARTICLE V
Board of Directors
Sec.1 Number and Eligibility of Directors - The management and control of the business and property of this Corporation shall be vested in a Board of Directors of seven (7) members. All Directors must qualify for membership on the Board by a paid membership in the Society of Antique Modelers. The Board of Directors shall be comprised of the officers of the Corporation consisting of a President, four regional Vice-Presidents, a Secretary and a Treasurer. The regional Vice Presidents shall be Eastern, Midwest, Rocky Mountain, and Western.
Sec.2Term of Directors - Members of the Board of Directors shall be elected for a two (2) year term by the general membership. The President, the Western and Rocky Mountain V.P.s and the Secretary shall be elected in even numbered years and the Treasurer and the Midwestern and Eastern V.P.s in odd numbered years.
Sec.3 Expulsion of Directors - A member of the Board of Directors may be expelled by the affirmative vote of two thirds (2/3) of the membership.
Sec.4 Rules of Board - TheBoard of Directors may prescribe its own rules of procedure not inconsistent with the provisions of these By- Laws. Roberts Rules of Order shall be followed in the absence of any other prescribed rules.
Sec.5 Vacancy - Vacancies on the Board of Directors may be filled by majority vote of the remaining directors at any regular or special meeting provided a quorum is present. Five Directors must be present or at a meeting to constitute a quorum. Meetings may be conducted with the Directors physically present, or may be conducted via telephone conference call or through exchanges on the Internet. In such cases, a quorum shall require that six Directors participate in the telephone conference call or exchange on the Internet. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Sec.6 Action by Unanimous Written Consent - If and when all the directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.
ARTICLE Vl
Duties of the Board of Directors
Sec.1 General Powers - The Board of Directors shall have authority tomanage the affairs of the Corporation.
Sec.2 Duties at Annual Meeting - At the annual meeting of the general membership the officers of the Board shall submit statements of the work accomplished during the preceding year including a financial report.
Sec.3 Nomination of Officers - The nomination for officers will be accepted between January 1st and January 31st of the election year. Nominations will be submitted in writing to the President of SAM. Ballots will be published in the March April issue of SAM Speaks for an election to be held by mail. Newly elected or re-elected officers will begin their term of office at the earlier of October 1 st of the election year, or the commencement of the SAM Championships conducted in the fall of the election year
Sec.4 Removal of Officers - Any elected officer may be removed at any time by a vote of five (5) of the seven (7) Directors.
ARTICLE VII
Meetings of the Corporation
Sec.1 Annual Membership Meeting - The annual membership meeting of this Corporation shall be held at such hour and place designated in the call and shall be held during the week of the SAM Championships. Written notice of the time, place, agenda, and purpose of such meeting shall be posted at the SAM Championships (SAM Champs).
Sec.2 Order of Business at the Annual Meeting - The order of business at the annual meeting of members shall be as follows:
Sec.3 Presiding Officer - The President, or in his absence, a person appointed by the Board, shall preside at all membership meetings.
Sec.4 Annual Board Meeting - The annual meeting of the Board of Directors shall be held at a time adjacent to the annual membership meeting during the week of the SAM Championships. (SAM Champs).
ARTICLE VIII
Committees
Sec.1Creation, Dissolution - The Board of Directors may from time to time establish or dissolve committees for Engine Approvals, Design Review Board, Bylaws Review, Rubber Events, Rules for Free Flight Competition and Rules for Radio Control Competition and for such other purposes .as they deem appropriate.
Sec.2 Appointment - The President, acting with the consent of the Board of Directors, shall appoint the committee chairmen, who shall be known as Coordinators. Coordinators shall be current full members of SAM North America.
Sec.3 Coordinator Function A Committee Coordinator may act alone as committee of one, or may recruit others, including non-SAM Members, to assist in the work of the Committee.
Sec.4Committee Recommendations Committees shall make timely recommendations to the Board of Directors on current issues and rules proposals and perform such other duties as may be assigned by the Board of Directors.
ARTICLE IX
Competition Rules
Sec.1 An Official Rule Book containing the Preamble, Constitution and Bylaws, Free Flight and Radio Control Rules for Competition and Provisional Rules for Special Events shall be published at least once every five (5) years, unless no changes have occurred since the last publication. Individual amendments and supplements may be published in SAM Speaks at lesser intervals. Publication of the Rule Book and supplemental rules is the responsibility of the President.
Sec.2 Changes to Rules for Competition shall become effective only after approval by a written vote of the membership. SAM expects to review its general Rules for Competition on a five (5) year cycle. However, due to rapid changes in technology, SAM will review its Rules for Competition for electric events on a two (2) year cycle. The general Rules for Competition will be reviewed again during a period starting on June 1, 2008 and ending on June 1, 2009 with any amended or revised rules to take effect on January 1, 2010. Rules for electric events will be reviewed again during a period starting on June 1, 2006 and ending on June 1, 2007 with any amendments to take effect January 1, 2008. A subsequent review of the rules for electric events will take place in conjunction with the review of the general Rules for Competition starting on June 1, 2008.
Sec.3 Proposed changes to Rules for Competition may be initiated in and of three ways: (a) by a written proposal from a member signed by at least 25 active SAM members submitted by July 31 st of 2006 for the next electric rules change, or by July 31 st of 2008 (for the next general Rules Change) or by July 31 st of 2008 for the subsequent electric rules change; (b) upon the recommendation of one of the Committees submitted by August 31 st in each such year; or (c) upon the recommendation of the Board of Directors. However initiated, the proposed changes shall be reviewed by the Board of Directors, which may return them to their proponent with a request that they be revised. The Board of Directors may also reject a proposed rules change by unanimous vote, in which case the proposed rules change will not be submitted to the membership. Review and revision of any rules change proposals, however initiated, shall be completed not later than December 31 st of the year in which they are initiated (2006 or 2008). The proposed rules changes shall thereafter be published in SAM Speaks and posted on the SAM Website, with a request for comments from the membership. The comments and a ballot for voting by mail on the rules changes will be published in a subsequent SAM Speaks. The results of the vote will be announced, and any changes in the Rules will go into effect on January 1 st of the year following the vote approving said change.
Sec.4The annual SAM Championships will be conducted according to the latest Rules for Competition. Any deviations must be approved by the Executive Committee (Board of Directors) and announced accordingly prior to commencement of the SAM Championships.
Sec.5 The R/C and FF Rules Committees shall make the initial decisions concerning matters of rules interpretation and the SAM legality of new equipment and materials, other than engines. Legality of engines shall be ruled on by the Engine Committee. All such decisions are subject to appeal to and review by the Board of Directors that shall have the authority to reverse or revise such decisions for good cause shown.
ARTICLE X
Amendment of the Bylaws
Sec.1 Proposed changes to the Bylaws. Proposed changes may be initiated at any time in either of two ways: (a) by a written proposal from a member signed by at least 25 active SAM members; or (b) upon the recommendation of a Bylaws Review Committee appointed by the Board of Directors.
Sec.2 Publication The proposed Bylaws changes will be published in SAM Speaks and on the SAM Website with a request for comments, pro and con. Those comments will published on the SAM Website and in the following issue of SAM Speaks, along with a ballot. Voting shall be by mail-in ballot, signed by the member with his name and SAM Membership number and shall be decided by a majority of those submitting ballots within 90 days of the date of initial publication of the issue of SAM Speaks containing the ballot.
ARTICLE Xl
Annual Recognition of Deceased Members
Whereas no formal acknowledgement has ever been given to those SAM members and Old Time Modelers who have passed on. Whereas it be fitting to recognize those persons who had thermalled to that ultimate flying site. Therefore, be it resolved that hereafter, names of those who have departed the preceding year, shall be submitted at the annual business meeting. Be it further resolved that the Master of Arms or other SAM officer designated by the President, will read these names during the Annual Banquet and be it further resolved, as this is to be a most happy occasion, those in attendance shall rise with glass held high, and will welcome them all as we know they are with us in spirit.
ARTICLE XII
Chapters
Sec.1 Forming a Chapter - One or more members of the Society may form a chapter by making an application to the Chapter Committee Chairman. The applicant should provide a list of the names and addresses of the members, and indicate to whom all correspondence should be addressed. The name of the chapter should also be included. The chairman will provide a chapter number to the new chapter.
Sec.2 Chapter Function - Chapters shall act as local representatives of the international Society. Their function is to further the goals of the Society by increasing participation in modeling activities as outlined in the Society of Antique Modelers Preamble. Overseas Chapters are granted the prerogative of creating their own rules and Bylaws as long as they follow the intent of the Society's Preamble.
