SOA Bylaws

Name

This Corporation shall be known as the Scrambler Owners Association (SOA).

Purpose

Our primary activities and interests shall be oriented toward the promoting the preservation, promotion of limited production AMC Jeep Scrambler vehicles (1981-1986) and the organization of their respective owners. The purpose of the organization is to facilitate organizing owners of the Scramblers by providing a medium for them to interact with each other.

SOA will provide the North American community with a legal and operating structure to facilitate:

• Technical facilities and ability for owners to communicate with each other and register their Scramblers

• Coordination and hosting of Scrambler only gatherings and off road events

• Responsible use of public lands through membership in land-use focused organizations. (United Four Wheel Drive Association and Tread Lightly)

• To explore, maintain, preserve and enjoy, OHV trails with our fellow club members.

• Providing social, educational and family recreational activities for its membership.

• Promoting the continuing and renewed use of public lands for Highway/Off-Highway Vehicle (HOHV) recreation.

• Participating in, and supporting, activities to further the causes of OHV enthusiasts and users of the outdoors.

• SOA will make efforts to improve the status of our sport through the development of better public image and association with people who are interested and active in the sport.

• We will endorse the ideals of the United Four Wheel Drive Association (UFWDA) and Tread Lightly.

Membership

What is SOA looking for in a new member?

We are looking for responsible CJ-8 owners and enthusiasts who want to participate in CJ-8 related events and/or CJ-8 owners who are looking for technical help/support in the troubleshooting, care, daily maintenance, restoration, or modification of their vehicles.

Qualifications For Membership

Ownership of a CJ-8, where a CJ-8 is defined as:

• 1. a vehicle which was originally titled as a Jeep Scrambler, built between 1981 and 1986. Note: Modifications of any nature to a stock, originally titled CJ-8 do not affect the qualification of the vehicle as a CJ-8.

  2. A vehicle assembled from parts, regardless of title, but that uses either a stock CJ-8 body or an aftermarket body with the same overall dimensions and wheelbase as a stock CJ-8.

  3. Any vehicle that is deemed by the board to be a reasonable replica of a Scrambler, regardless of title, as determined by a majority vote of the board prior to the acceptance of the new member. There are no specific requirements for information to be supplied to the board prior to the vote, but the vote will be based on whatever information is provided by the prospective member.

1. At least 18 years of age.

Ownership of Multiple CJ-8s

If a family owns multiple CJ-8s (as defined by these bylaws), they may have as many family members join the SOA as they own CJ-8s, as long as they meet all of the following conditions:

• Are immediate family members of the titled owner (wife, husband, son, daughter)

  • Living with the titled owner

  • 18 years old

• Maintain their dues

Verification of the eligibility of the additional family members under these bylaws may be requested by the board at any time, with membership revoked if verification does not satisfy the board. Any refund of membership dues will be at the discretion of the board.

Sale of Vehicle

Upon sale of a vehicle, the member must remove all club decals and emblems. Any member leaving this club under unfavorable conditions shall return all evidence of club membership.

Associate Membership for Past Owners

1. Non-voting membership for former Scrambler Owners Association members who no longer own a Scrambler

2. Membership dues the same as a normal member, pays member price at National if attending

3. Receives the same materials as normal member and all other privileges (aside from voting as mentioned in (1))

Membership Responsibility

• • All members shall be bound by these bylaws.

  • All members must conduct themselves in a respectable manner both in and out of Club activities.

• Any member in public disgrace is subject to suspension by the board of directors. 

• Membership is not transferable

• Members shall not be involved in any dealings of title or VIN fraud involving Jeep Scramblers or any other vehicles.

Dues

Dues are reviewed and approved by the SOA Board of Directors on an as needed basis, at a minimum of annually.

Membership period for all members runs from January 1st to December 31st.

Members joining before July 1st pay an initiation fee of $45 ($47 if using PayPal) and their membership renewal will be due Dec 31 of that year.

Members that join after July 1st pay an initiation fee of $45 ($47 if using PayPal) and their membership renewal will be due Dec 31 of the following year. For example, someone joining in Nov of 2010 will not need to renew until Dec of 2011.

Members who do not pay their dues within 30 days of the renewal date will have their Membership automatically rescinded. Any previous member that has had a lapse in their membership and can provide proof of membership can renew at the renewal rate.

No portion of annual dues will be refunded to any Member whose Membership is terminated either by choice or Board of Directors' decision, except upon approval of the Board of Directors in consideration of extenuating circumstances.

Membership Privileges

New Members shall receive a one-time Membership package that shall contain:

• Welcome Letter

• (1) SOA 5" round decal

• (1) SOA member T-Shirt

• UFWDA Membership information regarding discounted rate for SOA members

• Access to the SOA web site (www.cj-8.org) including all sections/functions available

Renewal Memberships will only receive a SOA decal. Tshirts are not included on renewals but available for additional purchase.

Membership entitles Member to participate in SOA Events, subject to the rules and regulations of said Event.

Membership entitles Member to receive supplier discounts negotiated by SOA and published on SOA's web site. Member shall not use the SOA name to negotiate any separate agreement with said suppliers, nor shall Member attempt to negotiate with any supplier under contract with SOA for other privileges as an individual. Due to the sensitivity of sponsorship arrangements, failure to comply shall be grounds for termination of Membership.

Elected Club Officers and adoption of Club bylaws

Officers

Each office shall be held for a term of 2 years. Appointments, delegates and committee positions may be held by any member, whether an officer or not.

A minimum of an 18-month membership shall be required before election to an office can be made.

There will be four Officers: President, Vice President, Treasurer, and Secretary. The decision making authority rank flows in order as listed above, with President possessing the highest level. This authority rank is only applicable in decision-making circumstances where a Board of Directors vote is not feasible, such as during an Event.

• The President:

• Shall preside over all membership meetings, be present at all events when possible, be the executive officer and have the duty to carry out the policies and decisions thereof and co-sign checks as necessary. The duties of the president would include but would not be limited to over seeing the design and publication of the SOA News Letter (see definition), spokesperson, actively promote membership and recruit new members, organize or over see the organization of Scrambler only events or partner with existing scrambler events, oversee design and development of www.cj-8.org. The President shall also be known as the Chairman of The Board

• The Vice President:

• Shall preside over membership meetings in the event the President is unable to attend, be present at all events when possible, to assist the executive officer in the duty of carrying out of policies and decisions. Coordinates and summarizes detail information gathered from Secretary and Treasurer to support Presidents decision-making process. Other duties would include but would not be limited to assisting the president in the design and publication of the SOA News Letter (see definition), actively promote membership and recruit new members, organize or over see the organization of Scrambler only events, oversee design and development of www.cj-8.org.

•  The Treasurer:

• The Treasurer shall collect and disburse all money on the account of the Club, keep records and accounting of the financial affairs and report their status as directed by the Board of Directors. He shall sign such contracts, documents or instruments in writing as required, and shall have such other powers and duties as may be assigned from time to time by the Board of Directors or as incident to his office. The Treasurer shall provide a quarterly report to the Board consisting of an itemized list of moneys both spent and received in the previous quarter. These duties would also include but would not be limited to; receiving, cashing, and managing the monies for the organization. Including tracking all membership dues coming in, providing detail accounting records for all money transactions the organization makes, responsible for an organizational checkbook and account, research what accounting records are needed for non-profit organizations and meet those requirements, responsible for providing detail accounting records to an accountant and/or all federal and state tax return documents. Person is responsible for paying for all organizational related bills such as advertising, internet web site hosting, domain name registration, t-shirt printing purchase, decal purchase, event related expenses etc. For additional information see Finances.

• The Secretary:

• Shall be responsible for providing records of all monthly/communication meetings of the Board of Directors, responsible for keeping track of all members' information in an organized database, acquiring and receiving all new member material and keeping track of current inventory, works closely with treasurer on this to keep inventory current and reorder when necessary. Other duties include but are not limited to; to keep the website up to date and work with the Vice President to come up with a viewable member database online, shipping out of all new member material, draft new member documents, processes and sends those out to new members when they join, responsible for acquiring and receiving all new member material and keeping track of current inventory, work closely with treasurer to keep inventory current and reorder as necessary, receive initial complaints/topics for grievance committee and forwards those onto grievance committee spokesperson, for taking lead in the organization of and also receiving direction on scrambler events.

Grievance Committee

The Grievance Committee shall be made up of five (5) members all of whom are volunteers. The committee will elect a chairperson amongst themselves. The chairperson will be the public voice of the grievance committee and receive complaints via determined method. The purpose of the Grievance Committee shall be to serve as a mediator between SOA members in which there is a dispute and arbitrate a resolution to the issue. They will then coordinate by calling, emailing other members of grievance committee to initiate a vote or determine action. Their responsibility is to determine the validity of any grievance voiced by any Member. This committee will decide on the proper course of action for resolving any grievance. Two-thirds majority shall rule in Grievance Committee votes.

Appointed Support Positions

There shall be two (2) appointed support positions who's duties shall include but are not limited to assisting in design and development of www.cj-8.org, for shipping out the t-shirts and decals, work closely with the officers to maintain current inventory levels of each, packs up t-shirts and does a weekly shipping to new members etc. as well, assists in keeping track of new and current members. The persons filling these positions will be expected to hold this position for a minimum of one (1) year. At the end of one year the Board shall ask persons holding these positions if they wish to continue with the position or if they wish to step down. If a volunteer holding this position steps down the Board shall ask the members of the association for a new volunteer. Persons holding these positions can be removed at the discretion of the Board.

Elections

Nomination for Officers will take place biannually for two of the officers such that two different officers are elected each year. The pairings shall be President and Secretary on one year and Vice President and Treasurer the following year. In this way, the board retains two officers to maximize the organizational knowledge transfer from one election to the next.

Nominations shall open via a posting on the SOA member forum on July 10 with nominations closing July 20. Elections will be held on August 8-15 via postal mail, only ballots postmarked between August 8-15 will be counted (should the 15th fall on a Sunday, the 14th will be the last eligible day). The newly elected Officers shall assume their responsibilities on August 22 following the elections.

To be eligible to vote, the member must be a current member of the SOA (dues current) at midnight of July 10. The treasurer must send out a list of all paid members/eligible voters to the SOA officers by midnight on July 11, this list will be posted on the SOA forum along with the announcement of the opening of nominations.

Elections will happen by mail via the following process. For the sake of this explanation, the officers up for election will be called A and B and the officers not up for election will be called X and Y

Ballot creation and distribution (if needed due to more than one candidate for either office)

1) Officer X will print one official SOA ballot form for each eligible voter and will sign their name in distinct ink (such as red Sharpie or similar, such that it can’t be photocopied easily) on each ballot.

2) Officer X will print an envelope addressed to each eligible voter

3) Officer X will print and stamp an envelope with the address of Officer Y and sign the back in distinct ink (such as red Sharpie or similar, such that it can’t be photocopied easily).

4) Officer X will mail the ballot form and stamped return envelope to each member by July 30.

Member voting via mailed ballot

1) Member will have to check the official SOA forum for the official list of nominees as posted by the SOA officers upon closing of the nomination period.

2) Member will legibly write name of their choice for each of the two officer positions on the official ballot and return via the addressed/stamped/signed envelope supplied with the ballot.

3) Only ballots postmarked between August 8-15 will be counted  (should the 15th fall on a Sunday, the 14th will be the last eligible day).

Ballot return and counting/recording/reporting

1) Officer Y will collect and tally all votes as they come in, verifying that only one ballot is returned per member on the official form and postmarked by August

2) Officer Y will send a list of the results to the SOA officers by midnight of August 22.

3) Officer Y will scan all eligible ballots and send the resulting electronic file to the SOA officers as a part of the SOA records.

4) Officer Y will produce a second version of the scanned file that crops out the actual vote from each ballot, but clearly shows the name of the voter and their signature. This document (suggested PDF format) will be posted on the SOA forum for members to verify their vote was counted.

5) Announcement of the winner for each position will be posted on the official SOA forum.

The Vice President will automatically become the President in the event the President is recalled or voluntarily resigns for the remainder of the term and the remaining board shall appoint, via a majority vote of the remaining officers, a qualified member to fill the remainder of the Vice Presidential term.

If the Vice President, Treasurer or Secretary is recalled or resigns, the remaining board shall appoint, via a majority vote of the remaining officers, a qualified member to fill the remainder of the term.

Officer terms are two (2) years. Elected Officers are not limited to the number of terms they may run or hold for any office.

Officer Recall

The Board of Directors may recall an Officer, Director, or Committee Chairperson with a unanimous vote. The accused Officer or Director shall abstain from the vote as applicable. General Members may proceed with a recall Motion only via sponsorship of a Director on the Board in the form of a Second of the Motion. General Members must first process any complaint through the Grievance Committee or the Motion shall automatically be dismissed without vote. A general Membership recall Motion requires two-thirds (2/3) vote to pass. Quorum is 100% for recall Motions. Failure to establish 100% Quorum at the time of the vote shall result in dismissal of the Motion without vote.

Bylaw Changes

Bylaws may be changed by a two-thirds vote of the Board of Directors.

Voting

The Secretary shall keep records of all voting activity and a log of all Motions as part of permanent SOA records. These records must be maintained for a period of at least seven (7) years.

A Member shall make a Motion in order to establish the requirement for a vote. Another Member must second the Motion in order for it to become a formal Motion. Members can make subsequent Motions to table or dismiss the Motion under consideration. A tabled Motion shall be tabled for one month unless otherwise specified. Successful Motions to dismiss are the equivalent of a failed vote. All Motions must pass, fail, or table.

There is no quorum for general Membership motions. A formal 2 week notice will be given by a Board member for a vote. This formal notice will be presented on the SOA Members forums. Votes will be tallied on the vote due date by a board appointed member. A vote will be considered complete and enforceable when the votes are counted.

The only exceptions to this rule are specifically outlined in these Bylaws.

Board of Directors Quorum is a majority of the Board members. The voting for any Motion submitted to the Board will be considered closed 72 (3 days) hours after the Motion is presented, unless a majority of the Board agrees to extend the vote for another 72 (3 days) hours. If a majority of the Board has not voted within that time limit, a Quorum will not have been reached, and the Motion will be considered as tabled and will have to be resubmitted for another vote at a later time. This provision applies to all Motions other than a By-Laws change, which requires a two-thirds vote of the Board. The Board of Directors will follow the Bylaws concerning Motions in the same manner as the general Membership. The Board of Directors will follow the Bylaws concerning Motions in the same manner as the general Membership.

The Board of Directors shall have sole discretion to determine which Motions shall be placed to general Membership vote. Generally, these shall be limited to the contents of Membership packages and the organization of Events. The Board of Directors shall vote upon all other Motions, and their ruling shall be final.

Finances

• The Treasurer shall establish and maintain a non-profit organization banking relationship with a local financial institution. The Treasurer shall process all dues and maintain records of all financial activity to be presented to the Board of Directors on a monthly basis.

• The Club's fiscal year shall begin January 1st each year.

• All money received from all sources shall be forwarded to the Treasurer.

• Except in the case of monthly club expenses i.e. web hosting, no withdrawal of funds shall be made without the approval of a Board of Directors quorum.

• The Treasure must submit an annual budget to the Board by no later than October 1 prior to each fiscal year.

• The Club will maintain a $250.00 minimum cash balance to be drawn from ONLY in emergency situations, such emergencies will be determined by the BOD.

Mandatory Activities and Expenditures

• SOA will file appropriate tax exemption forms and maintain records for the legally applicable time as defined by the IRS;

• The Board of Directors must approve all expenditures prior to the allocation of funds;

• SOA will maintain a two-year financial plan that provides solvency at all times;

• SOA will obtain annual comprehensive Event insurance covering the Board of Directors, to be renewed annually;

• SOA will remain Incorporated to relieve Officers and Members of individual legal liability, and will pay all fees associated with Incorporation.

• Events will not be funded out of annual dues unless specifically approved by the Board of Directors. The Board of Directors will approve fee amounts for each Event that fully fund all elements of the event, including "Event packages" containing items such as Event stickers. Event finances will be the responsibility of the Event Chairman, both to establish and collect.

Sponsored Events and Trip Rules A Sponsored event is by definition an event in which SOA formally recognizes the Event as a SOA Event, and the Event is attended by at least one Director. Chapter Events must meet the same criteria. Formal recognition of an Event will be established by Board of Director voting procedures, and subsequent publication on the SOA website.

Event Regulations

1. Each Event will have an assigned Trail Master. The Trail Master will lead the Event always with safety in mind. The Trail Master will have ultimate decision making authority for "go/no-go" Event decisions, unless a higher ranking Officer is present at the Event, in which case that Officer has unilateral decision making authority. All event Attendees will follow Trail Master/Officer instructions at all times.

2. Events only consist of the off-road trail rides or other specially designated activities. The Event begins at the time of the pre-run Driver's Meeting or functional equivalent, and ends when the group returns to a designated point. For multi-day events, this means that the SOA will not organize or coordinate camping or other activities, except as a service to the Members. The Event itself is limited to the organized trail rides;

3. If the designated Director fails to show up for a scheduled Event, that event is automatically cancelled as a SOA Event. Any further activity by SOA Members or others will not be affiliated with SOA;

4. Each Attendee is ultimately responsible for his or her own safety. Safety concerns should be brought up to the Trail Master or an attending Officer immediately;

5. Members who choose to bring Guests on an Event are solely responsible for those Guests. Should the Trail Master or Officer determine that any Guest is posing a risk to safety, or simply to the enjoyment of the Event itself, that Guest may be asked to leave via host Member escort provided it is deemed safe to do so by the present ranking Director and/or Trail Master;

6. All participants must be defined as an Attendee, i.e., either Member or Guest. At no time will any other vehicle be allowed to join any Event. The Trail Master and/or Officer will enforce this policy;

7. Attendees will notify the Trail Master or an Officer prior to leaving the group for any reason. While SOA Directors cannot physically restrain any Attendee to prevent them from leaving, a safety assessment shall be made prior to approving any such action;

8. Attendees will adhere to Tread Lightly principles at all times. This includes the environment and also the Attendee's vehicle. Attendees will not put their vehicles at undue risk of damage that would potentially delay the progress of an Event. The Trail Master and/or Officers will monitor Tread Lightly principles, and failure to comply may result in an Attendee being dismissed from an Event;

9. Alcoholic beverages and other controlled substances are prohibited while driving on or off-road. This includes consumption prior to an Event. Failure to comply will result in dismissal from the Event and probable termination of Membership;

10. Attendees shall dispose of all trash in designated containers or haul it back out in their vehicle;

11. No firearms shall be exposed or discharged at any time;

12. Attendees bringing pets must control them at all times;

13. Profane language should be used with discretion as SOA Events are family focused and there is a likelihood of small children being present.

All vehicles must have the following equipment to attend the off road portion SOA sponsored Events:

• Legally required automobile insurance and registration;

• Fire extinguisher

• First Aid Kit

• Tow Rope (no metal hooks allowed), Tow Chain, or Winch;

• Safety belts for all occupants

• Full size spare tire, jack, and lug wrench;

• Hooks both front and rear (or suitable attaching point)

• CB (HIGHLY recommended, but not mandatory)

Definitions

Attendee:

A SOA Event participant, whether SOA Member or Guest

Board of Directors:

Comprised of the Officers of SOA and one (1) other Member for a total of five (5) Directors, the additional member is the Grievance Committee chair.

Director:

A member of the Board of Directors

Event:

A SOA sponsored activity as defined by the requirements of these bylaws

Guest:

An Event Attendee formally invited by a SOA Member prior to the start of the Event

Member/Membership:

An individual or regional Chapter paying dues to SOA to maintain active SOA status. A Member possesses SOA Membership. Membership is also defined as the collective Members for the purpose of voting or other SOA activities

Motion:

An action presented by any Member for vote by the Membership

CJ-8:

The CJ denotiation of the Jeep Scrambler manufactured by AMC from 1981 to 1986

Officer:

Is an elected SOA official in the rank of President, Vice President, Treasurer, and Secretary.

Quorum:

Percentage of Members that must be present in order to vote on a Motion

Trail Master:

The Director or Member leading a SOA Event. Usually this person will physically lead an Event, and has a high level of experience in order to provide guidance to the rest of the Attendees

SOA News Letter:

A publication be it printed or electronic published

Chairman of the Board:

The elected President is the Chairman of the Board, and will preside over all Board of Directors activities.