The Region's Oldest Antique Car Club

By-Laws of the Horseless Carriage Club of New Orleans

ESTABLISHED MAY 19, 1953

Table of Contents

ARTICLE I – PURPOSE.

ARTICLE II – OFFICES

ARTICLE III – NAME AND EMBLEM

ARTICLE IV – PERSONAL LIABILITY

ARTICLE V – MEMBERSHIP

ARTICLE VI – CLUB MEETINGS

ARTICLE VII – OFFICERS

ARTICLE VIII – DUTIES OF THE OFFICERS

ARTICLE IX – BOARD OF DIRECTORS

ARTICLE X – POWERS OF THE DIRECTORS

ARTICLE XI – FISCAL YEAR

ARTICLE XII – INSPECTION OF BY-LAWS

ARTICLE XIII – AMENDMENTS TO BY-LAWS

ARTICLE XIV – COMMITTEES

ARTICLE XV -VEHICLE INSURANCE

BY-LAWS OF THE HORSELESS CARRIAGE CLUB OF NEW ORLEANS, INC.

ESTABLISHED MAY 19, 1953

DEFINITIONS

  •          “The Club” and/or “The Corporation” refers to the Horseless Carriage Club of New Orleans, Inc.
  •          “The Board” refers to the Board of Directors of the Horseless Carriage Club of New Orleans, Inc., consisting of the elected officers and any members appointed by the President.
  •          “Regular Business Meetings” are any regular business meeting of the Club for the purpose of conductingthe business of the Club.
  •          “Special Event Meetings” include, but are not limited to, the Club Christmas Party, the Installation Banquet, the Annual Dinner Meeting, or any other special event meeting so defined by the Board.

ARTICLE I – PURPOSE

The general purpose of this club, incorporated as a non-profit corporation shall be:

  •          To assist in and encourage the preservation, restoration, maintenance and use of historic motor vehicles.
  •          To obtain, maintain and exchange records of the automobile industry pertaining to and relative to veteran cars as set forth in books, catalogs, pamphlets, and/or any other source.
  •          To promote interest in the collection of automotive accessories particularly those manufactured for motor vehicles in the early days.
  •          To generally provide facilities for the use of this information by its members or anyone else so interested.

ARTICLE II – OFFICES

SECTION 1.   PRINCIPAL OFFICE: The principal office for the transaction of business of the Corporation is hereby fixed and located in the metropolitan area of the City of New Orleans, State of Louisiana. The Board is hereby granted full power and authority to change said principal offices from one location to another in said metropolitan area. The metropolitan area to include the parishes of: Orleans, Jefferson, Plaquemines, St. Bernard and St. Tammany.

SECTION 2.   OTHER OFFICES: Branch or subordinate offices may at any time be established by the Board at any place(s) where the Corporation is qualified to do business.

ARTICLE III – NAME AND EMBLEM

SECTION 1.   NAME: The name “HORSELESS CARRIAGE CLUB OF NEW ORLEANS, INC.”  shall never be used by any person, firm or corporation without permission first being granted in each case by the Board of Directors or the Membership.

In the event such privilege is granted for any commercial ventures, no liability shall ever be imposed upon the Club as a result of any such use. Indemnity may be required for the Club in such cases and in such form and amount as the Board or the Membership may require.

SECTION 2.   EMBLEM: The Corporation shall have a common emblem consisting of a circle having within its circumference the words, “HORSELESS CARRIAGE CLUB OF NEW ORLEANS, INC.”

ARTICLE IV – PERSONAL LIABILITY

SECTION 1.   All persons or corporations extending credit to, contracting with, or having any claim against the Corporation shall look only to the funds and property of the Corporation for payment of any such contract, claim, debt, judgment, damage, decree or cause of action or any money that may in any way become due and payable from the Corporation.

SECTION 2.   No officer, director or member of the Corporation, present or future, shall be personally liable for any debt as set forth in Article IV, Section 1, above.

SECTION 3.   This Corporation is a non-profit corporation. Members shall not be entitled to any individual or collective interest, participation, share, right and/or property right in and to the assets of this Club, but such assets shall be and constitute the indivisible property of this Club. No dividends, pecuniary profits or dividends or payments of like nature shall ever be declared or paid to the members of this Club.

SECTION 4.   Upon liquidation of this Corporation, equity proceedings shall be placed with a committee so appointed by the Board or the membership to handle such matters.

ARTICLE V – MEMBERSHIP

SECTION 1.   The six classes of membership in this Club are as follows:

a.         CHARTER MEMBER: Any person who became affiliated with the founding of this club on or before May 19, 1953.

b.         ACTIVE MEMBER: Any person interested in promoting the purposes of this club and who became a member on or after May 20, 1953. Active Members are entitled to all club privileges, including the right to vote and to hold office.

c.         ASSOCIATE MEMBER: This class of membership shall be open to the spouse and/or children under 18 years old of any Charter or Active Member in good standing. Associate Members shall have voice, but no vote, and shall not hold office.

d.         GRAND-FATHERED NON-RESIDENT ASSOCIATE MEMBERS: Prior to April 1, 1991, members living outside the metropolitan area were allowed the option of being Active Members or Associate Members. Non-resident associate membership was eliminated April 1, 1991 with the provision that all non-resident members on that date shall be allowed to maintain that status.

e.         HONORARY MEMBER: Any person having gained eminence in the automobile industry, or any person who has commended himself to the club esteem may be elected an Honorary Member by unanimous vote of the Board or the membership. Honorary Members shall have voice, but no vote, and shall not hold office.

f.          LIFE MEMBER: The category of Life Member shall be reserved for those persons having gained eminence within the Horseless Carriage Club of New Orleans, Inc., and by whose service to the Club represents the highest standards of achievement of the goals and purposes of the Club as set forth in the by-laws.

Such title shall be awarded only after:

1)         A 2/3-majority vote of the Board of Directors of the Club.

2)         Notification of such pending Life-Membership in the Club newsletter at the time of consideration.

3)         A simple majority vote of the general membership present at the next regular business meeting of the Club following notification in the newsletter. A majority is to be determined by a physical count of hands both yea and nay to be recorded in the minutes of said meetings so as to remove all controversy regarding Life Member status after voting is concluded.

Requirements for Life Member Status:

1)         Proposed Life Member must have not less than 20 years membership in the Club.

2)         Proposed Life Member must not be less than 65 years of age, with exception being for circumstances whose magnitude commands a unanimous vote of the Board of Directors at the time of consideration.

3)         Life Members are entitled to all Club privileges, including the right to vote and hold office.

SECTION 2.   APPLICATION: Application for membership in this club must bear the endorsement of one member of the Club in good standing, be in writing, filed with the Treasurer and accompanied by dues for the current year. Applicants’ names shall be published in the Kar Kapers, they shall become members effective upon the majority approval of the membership at a meeting duly held Applications approved after October 1 shall include membership for the following year.

SECTION 3.   DUES:

  1.          Membership dues shall be recommended by the Board and approved by a majority of members present at a regular business meeting.
  2.          Dues shall be payable January 1st of each year.
  3.          Dues are delinquent on February 1st of each year.
  4.          Members who have not paid dues for the current year by February 1 shall be considered delinquent and shall be notified by the Treasurer via phone, e-mail, or postal mail. Such members will not be included in the current year’s membership roster or mailing list.

SECTION 4.   SUSPENSION AND REINSTATEMENT FOR NON-PAYMENT OF DUES: the Treasurer for non-payment of dues after February 1st may suspend any member. Suspension shall be at the discretion of the Treasurer.  Upon payment of back dues a member suspended for non-payment shall be automatically reinstated providing he pays any additional dues that have accumulated during the suspension period together with the delinquent amount that caused the suspension.

SECTION 5.   SUSPENSION, EXPULSION, REINSTATEMENT: The Board of Directors shall have summary power by vote of a majority of its members, to suspend, expel, or terminate the membership of any member for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity, good will or prosperity of the organization, or which is likely to endanger the welfare, interest or character of the organization, or for non-payment of dues, or for any conduct in violation of these By-Laws or of the rules and regulations of the Club which may be made from time to time. Such action by the Board may be taken at any Board meeting. The proceedings of the Board in such matters shall be final and conclusive. After the expiration of time set forth in any suspension by the Board, the suspended member may petition the Board for reinstatement. A three-fourths (3/4) affirmative vote of all Board members present at any regularly called meeting shall be required to pass upon such reinstatement.

SECTION 6.   GENERAL: Upon the resignation, suspension, or expulsion of a member, all rights and privileges as a member of this Club shall cease.

ARTICLE VI – CLUB MEETINGS

SECTION 1.   MONTHLY BUSINESS MEETINGS: The monthly business meetings of the members of this Club shall be held in the New Orleans Metropolitan Area, State of Louisiana, on the last Thursday of each month for the purpose of conducting the general business of the Club as may arise during each current month. The Board can change the monthly meeting date by notification in the Kar Kapers.

SECTION 2.   SPECIAL MEETINGS: Special meetings of the members may be called at any time by the President or the Secretary, upon written notice to all members.

SECTION 3.   NOTICE: A written or printed notice stating the purpose, place, date and hour of every meeting shall by mailed by the Secretary or the Editor to each active member in good standing of this club at least four (4) days, but not more than ten (10) days prior to said meeting. If a member gives no current address, the meeting notice shall be deemed to have been given him or her if sent by mail or other means of communication addressed to the member’s last known address.

SECTION 4. QUORUM: At all meetings of the club fifteen (15) voting members in good standing shall constitute a quorum.

SECTION 5. VOTING PROCEDURE: Each member personally present that is qualified to vote shall have one (1) vote on each matter submitted at any meeting, monthly or special. There shall be no voting by proxy.

ARTICLE VII – OFFICERS

SECTION 1. TYPE OF OFFICERS: Elected officers of this club shall be President, Vice-President, Secretary, Treasurer, Editor, and Sergeant-at-Arms. When the duties do not conflict, one person may hold more than one of these offices, except that no one person shall be both President and Secretary in any one given year. Officers shall serve for one (1) year or until their successors are elected.

The President, Vice-Present, Secretary, Treasurer, Editor, and Sergeant-at-Arms are each members of the Board of Directors.

SECTION 2.   ELECTION OF OFFICERS: Officers shall be selected in the following manner: At the regular October monthly meeting all new officers for the coming year shall be nominated. A ballot will be mailed to each member who is qualified to vote. Ballots shall consist of a complete list of nominees. Write-ins will be accepted only if a member is running unopposed for an office. All voting members will return the sealed ballots to the December meeting where a committee will be selected to open and count the votes. The results will be announced at this meeting upon completion of the tabulation of ballots. Officers’ terms of office shall commence January 1st.

 SECTION 3.  REMOVAL OF OFFICERS: Any officer may be removed for cause by a three-fourths (3/4) majority vote of the Board of Directors at a regular or special Board meeting, and in the case of a subordinate officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors, or by the Membership.

SECTION 4.   RESIGNATION OF OFFICERS: Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.   VACANCIES: The President may temporarily fill vacancies in any office of the Corporation until the next Board of Directors meeting, at which time the Board shall fill the vacancy for the balance of the term.

SECTION 6.   SUCCESSION: Any officer of this club may succeed himself in office indefinitely if duly elected by the membership at each annual election.

ARTICLE VIII – DUTIES OF THE OFFICERS

SECTION 1.   PRESIDENT:  The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. S/He shall preside at all meetings of the members and at all meetings of the Board. S/He shall be ex-officio member of all committees, and shall have the general powers and duties of management usually vested in the office of president, and shall have such other power as the Board of Directors or the By-Laws may prescribe. The President shall sign all contracts and other instruments in writing; provided, however, that the Board of Directors or the membership must first approve all contracts and instruments in writing. The President may draw checks upon the treasury when so directed by the Board of Directors or the membership.

SECTION 2.   VICE-PRESIDENT: In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall have such other powers and perform such duties as from time to time may be prescribed by the Board of Directors or the By-Laws.

SECTION 3    SECRETARY: The Secretary shall attend all meetings of the members and the Board of Directors, and shall record all minutes and votes in a book kept for that purpose. S/He/ shall have custody of valuable papers and books of the club and shall at all times be subject to the control of the Board of Directors. In the absence of the Secretary and the Editor from any meeting of the members or Board, the presiding officer shall appoint a Secretary pro-tempore.

SECTION 4.   EDITOR: The Editor shall give or cause to be given, notice of all meetings of members as required by the By-Laws, and shall have such other powers and perform such duties as may be prescribed by the Board of Directors or the By-Laws. The Editor shall keep records of all members being considered for the Navarre Restoration Award and the Horseless Carriage Customs Award for the year. These names are to be published periodically in the newsletter. The Editor shall work with all Officers to coordinate information to submit to the membership in the form of either special bulletins or the newsletter. The monthly newsletter, called “Kar Kapers” shall be mailed to all members in good standing and to neighboring clubs at least four (4) days prior, but not more than ten (10) days prior to any meeting.

The Editor will compile a current roster each year from information provided by the Treasurer.

The Editor shall assume the responsibilities of the Secretary in his/her absence and the Secretary shall assume the responsibilities of the Editor in his/her absence.

SECTION 5.   TREASURER: The Treasurer shall keep and maintain the financial records of the Corporation. S/He shall deposit all moneys and other valuables in the name of and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. S/He shall render to the President and/or the Board of Directors, upon request, an account of all transactions conducted as Treasurer and of the financial condition of the Corporation. Without specific approval of the Board of Directors, the Treasurer shall incur no obligation, debt, or other liability.


The Treasurer will keep or cause to be kept, a register showing the names and addresses of the paid membership. The month after a new member is voted into the Club, the Treasurer shall deliver him/her a welcome letter, a membership roster and a copy of the Club’s By-Laws.

                        The Treasurer will coordinate with the Editor to provide sufficient information to the Editor to issue the Club Roster in March of each year.

                        Members who have not paid dues for the current year by February 1 shall be considered delinquent and shall be notified by the Treasurer via phone, e-mail or mail. Members, who do not pay dues by February 1 of the current year, will be dropped form the Membership roles, Roster and mailing list.

SECTION 6.   SERGEANT-AT-ARMS: The Sergeant-at-Arms is responsible for good order and discipline during all general meetings.

ARTICLE IX – BOARD OF DIRECTORS

SECTION 1.   MEMBERSHIP:  The Board of Directors of the Club shall consist of not less than six (6) nor more than fifteen (15) members. The six (6) elected officers shall be members of the Board of Directors. The immediate past president shall be an ex-officio member of the Board. The President may appoint additional at-large Board members from the current Active Members roster. Directors shall hold office for one (1) year from and after the election, or until a successor has been appointed or elected.

SECTION 2.   VACANCIES:  Vacancies shall be filled as set forth in Article VII, Section 5.

SECTION 3.   REDUCTION: No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.

SECTION 4.   PLACE OF MEETING: Regular meetings of the Board of Directors shall be held at any place within the State of Louisiana, which has been designated from time to time by resolution of the Board or by consent of a majority of the Board.

SECTION 5.  REGULAR MEETINGS: The Board of Directors shall hold at least three (3) regular meetings during each fiscal year.

SECTION 6.  SPECIAL MEETINGS: Special Board meetings for any purpose(s) may be called at any time by the President, or by a majority of the Directors.

SECTION 7.   NOTICES: The President shall notify each Director of the time and place of regular and special Board meetings. Mail, phone, or any other form of communication may make notification.

SECTION 8.   WAIVER OF NOTICE: The transactions of any Board meeting however called and noticed or wherever held, shall be as valid as though they had taken place at a meeting duly held after regular call and notice, if a quorum be present, and if either before or after the meeting each Director not present signs a waiver of notice or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be made a part of the minutes of the meeting.

SECTION 9.  QUORUM: A majority of the actual number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as provided in Article IX, Section 10, below.

SECTION 10-VOTING PROCEDURE: Each Director personally present who is qualified to vote shall have one vote on each matter submitted. There shall be no voting by proxy.

SECTION 11  ADJOURNMENT: A quorum of the Directors may adjourn any Board meeting to meet again at a stated time, place and hour provided. However, in the absence of a quorum, the Directors present at any Board meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular Board meeting.

SECTION 12  ATTENDANCE: Directors shall notify the President as soon as practicable if unable to attend Board meetings. The unexcused absence of any Director from two (2) regular meetings during any calendar year shall automatically result in the dismissal of said Director from the Board. The vacancy shall be filled by majority vote of the remaining Directors. Directors shall, by majority vote, excuse or fail to excuse any absence at the first regular meeting following an absence and a Director seeking to have an absence excused shall be permitted to argue in his/her own behalf and to vote. No absence shall be excused if the President is not notified at least six (6) hours in advance of the meeting of the inability of a director to attend, except where failure to give notice results from serious illness.

SECTION 13  FEES AND COMPENSATIONS: Directors shall not receive any compensation, fees or salary for their services as Directors. By resolution of the Board, compensation may be allowed to any Director for any previously approved moneys or expenses actually incurred and paid by any Director for the benefit of the Corporation.

ARTICLE X – POWERS OF THE DIRECTORS

SECTION 1.   CORPORATE: The corporate powers of the Club shall be vested in the Board of Directors.

SECTION 2.   MANAGEMENT: The Board of Directors shall have power to call meetings of the Club when it deems it necessary to conduct, manage and control the affairs, relations and business of the Club, and to make rules not inconsistent with the laws of the State of Louisiana, for the guidance and management of the club.

SECTION 3.   FINANCIAL: The Board of Directors shall have power to incur indebtedness, the terms and amount of which shall be entered in the minutes of the Board, and the note or obligation if any, given for the same, signed officially by the President and the Secretary, shall be binding on the club.

SECTION 4.   CONTRACTUAL: The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or special. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or agreement, or to pledge its credit or to render it liable for any purpose or any amount.

SECTION 5.   SUBORDINATE OFFICERS: The Board of Directors may appoint such other officers, agents or committees as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as provided in the By-Laws or as the Board may determine.

SECTION 6.   BY-LAWS: The Board of Directors shall not have the power to adopt, amend or repeal by-laws.

ARTICLE XI – FISCAL YEAR

                        The fiscal year of the club shall be the calendar year.

ARTICLE XII – INSPECTION OF BY-LAWS

The corporation shall keep in its principal office the original or a copy of the By-Laws as amended or otherwise altered, to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times.

ARTICLE XIII – AMENDMENTS TO BY-LAWS

SECTION 1.   PROPOSED NEW AND/OR AMENDED BY-LAWS: Any Active Member may propose new By-Laws or amendments to any existing By-Laws. All proposed amendments to the By-Laws must be published in the Kar Kapers for two (2) months prior to consideration. All members’ pro and con discussions will also be published.

SECTION 2.   ADOPTION OF AMENDMENTS: New By-Laws may be adopted or these By-Laws may be amended or repealed by a majority vote of the members present at a monthly or special meeting, following procedures outlined in Article XIII, Section 1 above.

SECTION 3.   RESTRICTIONS: Not less than three (3) months must elapse between a meeting defeating a proposed amendment or repeal and a new presentation of the same or substantially the same amendment or repeal.

ARTICLE XIV – COMMITTEES

The President shall appoint the following committees:

  1. Sunshine Committee of One (1). This person will send cards to members who are ill or who have lost a family member. A charitable contribution may be sent in the case of a member’s death or the death of one of the immediate family of a member (Immediate family meaning living in the same household).
  2. All Club Picnic Committee. This person will act as liaison for Horseless Carriage Club with other participating clubs to coordinate the annual picnic.
  3. Navarre Restoration Award and Horseless Carriage Custom Award (HCCA) Committee.
  4. Telephone Committee.
  5. Club Historian
  6. Club Album Committee.

ARTICLE XV -VEHICLE INSURANCE

            It shall be the responsibility of each member to maintain at least the legal minimum level of insurance required by the State of Louisiana on all owned and operable vehicles. Proof of insurance will be required on all vehicles participating in any Club sponsored activity. It will be the responsibility of the person in charge of the event, or the most senior Club officer present, to check for said proof of insurance. This requirement will apply to all vehicles wishing to participate in any HCC-sponsored activity whether members of the Club or not. This will reduce the Club’s and its members’ exposure to loss caused by non-members.

            Furthermore, any member failing to provide proof of insurance upon request at a Club sponsored event and having been notified that the vehicle in question may not participate and who attempts to participate in the event in total disregard of said notification will be subject to immediate suspension from the Club. Any member so suspended will be considered for reinstatement only after presentation of proper proof of insurance.

            Failure to vigilantly monitor participant/member insurance could result in cancellation of the Club’s liability insurance, or at least in the non-payment of claims resulting from some mishap at a Club sponsored activity.

Revised and Approved:

June 27, 2002

August 25, 2005

October 29, 2015