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Old 02-09-2011, 06:16 PM   #21
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Our Articles of Incorporation require us to have a Standard of Conduct
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Old 02-09-2011, 06:20 PM   #22
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Will you post a copy of the Articles of Incorporation?

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Our Articles of Incorporation require us to have a Standard of Conduct
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Old 02-09-2011, 06:30 PM   #23
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sure it is here
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Old 02-09-2011, 06:39 PM   #24
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Bob,

Thanks. "..to provide a media for the exchange experinece na difnormation pertaining to automotive trailer travel, to develope code of ethics and standard of conduct to regulate the use of travel trailer, ..." Nothing about a code of conduct for the members. Nothing about motor homes, is the club in violation of the Articles of Incorporation?

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sure it is here
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Old 02-09-2011, 06:53 PM   #25
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Standard of Conduct not code of
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Old 02-09-2011, 07:20 PM   #26
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WBCCI Articles of Incorporation

Since there seems to be a lot of interest in the WBCCI Articles of Incorporation, and the image archived by the Ohio Secretary of State is kinda hard to read, I transcribed the first part of it for everyone's convenience. The remainder of the AoI is mostly a matter of establishing the list of incorporating trustees and resident agent (lawyer).

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FIRST: The name of said corporation shall be Wally Byam Caravan Club, Inc.

SECOND: The place in this State where the principal place is to be located is the Village of Jackson Center, Shelby County.

THIRD: The purpose or purposes for which said corporation is formed are:

(a) To promote, encourage, facilitate, develop and popularize the recreation and sport of automotive trailer travel; to provide a media for the exchange of experience and information pertaining to automotive trailer travel; to develop a code of ethics and standard of conduct to regulate the use of travel trailers; to stimulate and encourage the creation and maintenance of facilities for the convenience and comfort of automotive trailer travelers; to promote social activities incidental to automotive trailer travel.

(b) To acquire and hold property of every kind and description in fee and otherwise, and to manage, improve, and develop property for the use and benefit of members and automotive trailer travelers.

(c) To do all acts and things necessary, proper, or incident to the accomplishment of its principal purposes herein enumerated.
And yes, the term "trailer" appears many times, but the term "motor home", or "RV" is conspicuously absent.

In my opinion the AoI does not "require" the WBCCI to establish a code of ethics; it only enumerates it as an activity permissible under the AoI.
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Old 02-09-2011, 07:44 PM   #27
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And yes, the term "trailer" appears many times, but the term "motor home", or "RV" is conspicuously absent.
.
It was 1957, I don't go back that far.....

When did the term RV become popular?

Were motor homes in heavy use?

Was Airstream building motor homes in '57?
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Old 02-10-2011, 02:32 AM   #28
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There is a club.
There is a company that builds RVs.
They are not the same thing.
They build travel trailers. They sell well and always have.
They used to build motorhomes. They sold poorly.
They stopped making them.
Now "they" want to add motorhomes made by "them" into that club
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Old 02-10-2011, 09:16 AM   #29
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Does anybody know where it says "AIRSTREAM" or is that conspicuously missing from the founding documents as well??? Motor homes were not introduced in the WBCCI until Wade Thompson took the helm around 1980! Not sure when Argosy was allowed in the club but given the level of product loyalty which existed back then it was probably not until it became Vintage in 2001!
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Old 02-10-2011, 09:39 AM   #30
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It was amended a few years later to change the name.
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Old 02-10-2011, 11:28 AM   #31
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Thanks Nuvi' for making it possible to read the corporate purposes.

Current practice is to simply state in Articles of Incorporation "all lawful purposes". That gives flexibility for the organization to respond to change. Then you don't have arguments about what the Purposes Clause really means.

The Purpose Clause must be read in the context of the time to understand what was on minds of the incorporators. The phrase "to develop a code of ethics and standard of conduct to regulate the use of travel trailers" appears to me to refer to rules for caravans and rallies. Certainly the organization had no authority to make rules and standards outside of WBCC[I] sponsored events, so it can only refer to rallies and caravans. Wally Byam was excellent at promoting his product and the camping experience, thus, this Clause fits right in with Wally's purposes. While the club and the company that makes Airstreams are separate now, back in the '50's it appears the club was another instrument to promote the product.

Today ethics and standards of conduct refer to different things as I stated in post #11—basically rules for the directors' conduct. These should be included in the new document and in no way contradict the Purposes Clause.

The "purpose" of an organization was long ago interpreted very narrowly and acts outside of the purpose were considered ultra vires (beyond the law or the authority to act). This caused lots of lawsuits and gradually the courts interpreted the Purposes Clause broadly to permit corporations to change and not be hamstrung. To prevent these kind of disputes, the phrase "all lawful purposes" began to be used. But, it wasn't here.

How Ohio law deals with this is beyond me, but my guess is that a lawsuit alleging the WBCCI can't welcome MH's would not be an easy one to prevail on. MH's have been around for almost a century in rudimentary form and predate Airstream. They were homemade wooden boxes mounted on a truck or car frame. A quick search shows limited production in the 1950's: Frank Motor Home - the worlds first motorhome! Ray Frank called his first house-car a motorhome! Winnebago began mass production of MH's in the mid-60's. Did the incorporators purposely leave out every kind of RV but travel trailers? Does it matter? If Wally decided to build MH's a few years later, perhaps the Articles would have been amended, but by the time Airstream started building them, nobody bothered to look up the Articles, or the club got an opinion from a lawyer that it didn't matter.

It is interesting the word "Airstream" is not present. Since Wally was a primary promoter of RV's, it could be argued that every travel trailer, aluminum or not, could be in a Wally Byam club. Or at least all similar trailers with curves and aluminum. Perhaps even all RV's. The "necessary [and] proper" subclause could be stretched to accommodate just about anything.

Gene

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Old 02-10-2011, 01:23 PM   #32
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Wayne,

It is my recollection that motor homes and Argosy trailers were admitted to membership at the same time, but I do not remember when.

Bill

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Does anybody know where it says "AIRSTREAM" or is that conspicuously missing from the founding documents as well??? Motor homes were not introduced in the WBCCI until Wade Thompson took the helm around 1980! Not sure when Argosy was allowed in the club but given the level of product loyalty which existed back then it was probably not until it became Vintage in 2001!
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Old 02-10-2011, 01:38 PM   #33
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I was wondering if those dates had any correlation to the history of the Classic Airstream Club. I know at one time they had seceded from WBCCI as a separate club. Maybe someone will add the history of that intraclub. What I was surprised to read was the WBCCI listed as an RV association even though it is mentioned that membership is limited to rvs made by Airstream.

"Whether you are traveling with your children or have retired to travel the world, you can do it best in the oldest and finest RV association, the Wally Byam Caravan Club International (WBCCI.)

Classic Airstream Club About WBCCI
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Old 02-10-2011, 01:41 PM   #34
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Carol,

My recollection is that the CAC was a separate club which was brought into the WBCCI.

Bill

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I was wondering if those dates had any correlation to the history of the Classic Airstream Club. I know at one time they had seceded from WBCCI as a separate club. Maybe someone will add the history of that intraclub. What I was surprised to read was the WBCCI listed as an RV association even though it is mentioned that membership is limited to rvs made by Airstream.

"Whether you are traveling with your children or have retired to travel the world, you can do it best in the oldest and finest RV association, the Wally Byam Caravan Club International (WBCCI.)

Classic Airstream Club About WBCCI
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Old 02-10-2011, 02:00 PM   #35
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Thanks Bill, yes I think you are correct but its almost a little bit of yes and no...now that I have refreshed my memory with the following...short bio of the CAC. I find the similarities of what the club is again facing today interesting in relationship to the issues in the past about the brand identity of the classic Airstream iconic construction.

As for some background, the CAC has been a WBCCI Intraclub since 2003. For several years prior we (including more than one past Int'l Presidents) attempted to get recognition and support from the IBT. Many of us thought that with WBCCI accepting more and more Airstream products which did not look like Airstreams we wanted to be able to meet and travel on occasion as Wally did back in the day. None of us were eligible for the VAC or there would have been no need for another IntraClub. The IBT continually saw us as a devisive group not needed in WBCCI. So about 1999 there was a group meeting where it was decided we would form outside the WBCCI, so Benny Woodall #9500, incorporated the Classic Caravan Club in his home state of AL. Those at the meeting had determined that we would be made up of any year Airstream (we do have some members who are also VAC members) and that our main interest was in using our Airstreams to travel putting caravan next in importance to the style of RV. If it's silver aluminum and of the design of the initial Airstreams (even with the alterations like wide body) it's a classic to the CAC. The "model" may be Globe Trotter, Bambi, Soverign, Excella, Limited, etc. it's the design that determines eligibility. Over a period of about 2 or 3 years we managed to reach a membership of around *200 and at first attracted the ire of IBT who actually did everything in their power to prevent us from meeting during WBCCI functions or even advertising during WBCCI rallys. We did manage one year to buy a one column inch ad for $90.00 concerning a meeting to determine interest. When the membership began to reach larger numbers I believe the IBT felt threatened that we were trying to take away a significant portion of their membership and offered to smooth the path to IntraClub status... After submitting our proposed Constitution and ByLaws for WBCCI review and comments we wound up with something that met their approval and at Vermont the new Classic Airstream Club became recognized as an IntraClub. Our stated objectives are to "fulfill the desire of Airstream trailer and motorhome owners who wish to retain the unique concept of belonging to an organization consisting of a single brand and configuration of recreational vehicle (RV); and to preserve the traditional beauty, uniformity and symmetry in an assembly of classic Airstream Recreational Vehicles." The CAC is to be "a vocal group between this club of classic Airstream trailer and motorhome owners and Airstream, Inc. to express the need for the continued manufacture of the classic RV product." Our purpose is "to provide its members a capability for camaraderie and association with others" (of a like mind). Regular membership is open to "all members of Wally Byam Caravan Club International, Inc. who own an Airstream Recreational Vehicle with the classic configuration of the pre 1989 models or as modified by subsequent models which essentially maintain the traditional aerodynamic shape."
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Old 02-10-2011, 02:03 PM   #36
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Wayne,

It is my recollection that motor homes and Argosy trailers were admitted to membership at the same time, but I do not remember when.

Bill
I believe it was 1996. (Check out Article VI Section 2 of the Constitution, Qualifications of Members.)
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Old 02-12-2011, 05:32 AM   #37
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And will there be a Constitution and Bylaws Committee report (letter of recommendation) to go with it?
Yes it's required under Sec 3
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Old 02-12-2011, 05:39 AM   #38
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Why in the world does an RV CLub have/need a 45 page constiution?.
It's not 45 by itself, but the 45+ pages consist of 3 versions, current wording, changes, final version and rationals.

It was done that way in order to see a comparison only

The finished version will be about 15 pages.
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Old 02-12-2011, 06:00 AM   #39
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I would hope, and I stated to Mr. Boutwell, that the revised constitution in the four parts will be posted on the WBCCI site.

Bill


Bill that was confirmed a few days ago.

It was generally agreed the quickest way to get it out there is an email with a link to the Wbcci.org will go out first to all members having email.

There has been discussion here about making changes by members units.

Those amendments can be accomplished at the Delegates meeting in June.

Several times it has been mentioned that the delegates can't change their units vote at the meeting, I'm told they can they need to be instructed to do so.


In the introductory material sent to the Units, the question will be addressed with an emphasis on the Unit's need to follow their own Constitution and Bylaws for the selection of their Delegate and Alternate and careful consideration of how those individuals are directed to vote.
In that material there will be much time spent on explaining the processing of a Revision with, again, emphasis on how amendments to the Revision can be made if they feel them to be necessary.
We trust the members to use their good judgement and instruct their Delegates as they see fit to vote on any amendments.
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Old 02-12-2011, 11:28 AM   #40
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"I'm told they can they need to be instructed to do so."

According to the current Constitution they are allowed to vote any way they please, can be told to do one thing by the membership of their Unit and when they get to the floor, do just the opposite. What's sad, there were Unit's that had instructed their Delegate to vote a certain way on the "Name Change Issue" a few years back, during they voting, changes were made and the Delegate "change" the way they were told to vote because they "thought" it sounded like a good idea. When they got back, the members of the Unit were so PO's at them they finally let the club.

Unit, tell your delegate to vote they way you want them to based on the "re-write", if a "SINGLE" word is changed on the floor, have them "VOTE NO". Have it brought back to you, the Unit membership so you can look over the changes and vote again next year!

Most of the changes that can turn this club around can already be done by the IBT/EC7 with a stroke of a pen.
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