| BYLAWS
OF
The Norcal LS1/LT1 Car Club
A CALIFORNIA MUTUAL BENEFIT CORPORATION
ARTICLE 1
NAME, PURPOSE, EMBLEM AND SEAL
SECTION 1. NAME
The name of the Club shall be The Norcal LS1/LT1 Car
Club
SECTION 2. PURPOSES
The nature of the activities to be conducted and the
purposes to be promoted and carried out are as follows:
The purpose of the club is to act as a social club for
people interested in musclecars and other fine automobiles
and to encourage their safe and skillful operation.
Through the club and its website, Norcal-LS1.net, we
plan on organizing and hosting social gatherings, auto
shows, autocross events and official drag race events.
Funding for club activities/events/membership benefits
and expenses will be obtained through membership dues
and admittance/entrant fees for both members and non-members
at club hosted events such as AutoX, car shows and drag
race events.
SECTION 3. EMBLEM
SECTION 4. SEAL
The Club emblem will consist of the words Norcal-LS1
and Norcal-LT1 along with the Pontiac Firebird image
and Chevrolet “Bowtie” emblem
SECTION 5. EXEMPT ORGANIZATION
No part of the net earnings of the Club shall inure
to the benefit of, or be distributable to, its members,
trustees, officers, or other private persons, except
that the Club shall be authorized and empowered to pay
reasonable compensation for services rendered and make
payments and distributions in furtherance of the purposes
set forth in Article 1, Section 2 hereof.
Notwithstanding any other provision of these bylaws,
the Club shall not carry on any other activities not
permitted to be carried on by a corporation exempt from
Federal Income tax under Section 501(c) (4) of the Internal
Revenue Code of 1986. ARTICLE
2
MEMBERSHIP
SECTION 1. CLASSES OF MEMBERS
The Club shall have only one class of Members. Any
individual interested in and capable of furthering
the purposes of the Club shall be eligible for Regular
Membership.
SECTION 2. MEMBERSHIP PROCESS AND REQUIREMENTS
Any person eligible for Regular Membership may apply
according to procedures and requirements listed here
in Article 2. Section 2 of the Clubs Bylaws.
(a) A member in good standing must sponsor any
individual interested in applying for membership in
the Club. For the purposes of this requirement a member
in good standing is one that is current in the payment
of their dues and is not, at the time of application,
under any type of suspension or discipline imposed
by the Club.
(b) To be considered for membership an
individual must have attended two (2) major events
or get togethers. For the purposes of this requirement
a major event or get together is one that is sponsored
by the Club and attended by at least one (1) Club
Officer.
(c) Individuals being sponsored for membership
shall be presented a copy of the Club’s Bylaws and
Code of Conduct at the first major event or get together
by the officer or one of the officers present.
(d) Any individual being sponsored for
membership shall, while attending the second required
major event or get together, be introduced to the
membership in attendance, by their sponsor, and asked
to briefly state their interest in becoming a member.
A copy of the Club’s bylaws and Code of Conduct, signed
by the applicant and their sponsor, must then be submitted
to the officer or officers present.
(e) After completion of section 2 (d)
of article 2 the sponsor of an individual being considered
for membership will submit in writing, in the form
of an e-mail or posted letter addressed to the Club
Treasurer, a request that the individual be accepted
into the Club as a Regular Member.
(f) After review by the Club Treasurer
regarding the aforementioned items in article 2, section
2, (d) and (e), the club officers will review the
application. If the application is approved, the individual
shall be required to pay in full their first year
dues and will be granted the status of Regular Member
of the Norcal LS1/LT1 Car Club.
SECTION 3. PRIVACY
All membership information obtained by the club (i.e
name, address, email, phone etc) will remain private
and confidential. Unless directly authorized by the
member, this information will not be sold, released
or provided to any outside individual or company for
other use not specified by the member.
SECTION 4. DUES
Regular Member dues shall be payable annually in such
amounts as established by the Club Officers. At this
time (August 2001) the dues are $20 (twenty dollars)
per member per year. This fee is subject to change based
on a club vote and amendment of the bylaws. NO REFUND
OF DUES WILL BE MADE UNDER ANY CIRCUMSTANCES. The currently
held membership fee will become due on the anniversary
date of Regular Member status being granted. Renewal
membership dues that are delinquent by more than 30
days will result in suspension of membership status
until the fee is paid in full.
SECTION 5. CLUB CODE OF CONDUCT
(a) The Norcal LS1/LT1 Car Club does not
discriminate against Regular Members or applicants
for membership on the basis of race, color, religion,
sex, sexual orientation, or national origin and neither
condones nor allows any actions based on these factors.
(b) Beyond compliance with strictly legal
aspects involved, all officers, regular members and
their guests are expected to conduct themselves with
honesty, integrity and respect while in attendance
at Club events, both regional and major, and in the
posting of messages on the Club bulletin board. For
the purposes of article 2, section 4 (b) a regional
event or get together is a non-sponsored event, which
is attended by more than one member.
(c) Regular members will be held responsible
for the actions and conduct of guests that they bring
to Club organized events.
(d) We as Regular Members of the Norcal
LS1/LT1 Car Club have the responsibility to maintain
the respect and trust of the public at large. Any
actions deemed to be detrimental to the Club, its
membership, or its affiliates will not be allowed
and can be subject to discipline up to and including
permanent dismissal from the Club.
(e) Participating in any illegal activity
while attending a Club event or while wearing the
Club Emblem on your person or vehicle may result in
suspension or expulsion from the club.
(f) No personal attacks directed
at specific individuals or groups thereof will be
allowed. Any and all personal issues with any individual
or group should be handled privately (i.e. not on
the Club Bulletin Board)
(g) The use of foul language both written
and verbal is strongly discouraged and in the case
of the Club bulletin board may result in a post being
locked, moved or deleted. The only exception to article
2, section 4 (d) will be the Club bulletin board forum
labeled JFF, Just For Fun.
(h) The posting of private e-mails or
quotes from private e-mails on the Club bulletin board
is not allowed. Members and guests on the Club bulletin
board have the right to feel that their e-mails are
private and should be kept so.
(i) Posting of material deemed not
to be in the best interest of the Club or in breech
of the Club’s Code of Conduct can be grounds for termination
of Membership.
(j) Regular Members and their guests
are solely responsible for the operation and maintenance
of their vehicles.
(k) The Club discourages the consumption
of alcohol by anyone operating a motor vehicle and
will not knowingly permit its use at club sponsored
events.
SECTION 6. TERMINATION, SUSPENSION
AND RENEWAL OF MEMBERSHIP
(a) Any Regular Member may resign by letter
or website post addressed to the Club Membership or
its officers. The resignation shall be effective upon
receipt of the letter under any circumstances.
(b) The Membership term is twelve (12) months
from the end of the month during which dues are received.
Membership shall automatically lapse for non-payment
of dues.
(c) The membership of any Member indebted
to the Club and delinquent for more than sixty (60)
days shall automatically lapse and the Member shall
forfeit all dues and fees already paid.
(d) The Elected Officers of the Club may
discipline, up to and including termination of membership,
a member at any time for an infraction of any Club rule/Code
of Conduct or any other cause if the suspending body
deems the action is in the best interests of the club,
provided that the body will afford the member a reasonable
opportunity to be heard by it or by a committee appointed
by it, in person or through a representative, prior
to taking any action, unless it deems it imperative
to discipline the member before a hearing can be held.
Any committee formed will consist of other club members
selected by the Officers of the Club. The suspending
body shall immediately notify a Member who has been
disciplined, in writing, of the actions being taken.
Notification can be by e-mail or regular posted mail.
The disciplined member shall then by entitled to a reasonable
opportunity to be heard, in person or through a representative,
by the Club Officers or a committee appointed by them.
The Club Officers may thereafter continue for a definite
term, terminate, or rescind the disciplinary action
taken, or expel the Member, and its decision shall be
final. In addition, if the Club Officers are the original
disciplinary body, and a hearing is held prior to any
action, then the Club Officers may discipline for a
definite term or expel the Member without affording
a second opportunity to be heard.
(e) For the purposes listed in article 2,
section 5 (d), discipline can be in the form of the
following:
1.
A written or e-mailed warning to be sent by an Officer
of the Club.
2.
A thirty- (30) day suspension of posting in the Regular
Member areas of the Club’s bulletin board. Posts in
the public areas will be monitored for content. See
article 2, section 4 (f).
3.
A one- (1) year suspension of membership with forfeiture
of dues already paid.
4.
Permanent expulsion from the Club.
(f) A violation of the Club’s Code
of Conduct will result in the loss of “member in good
standing” status if the discipline involved is other
than that mentioned in article 2, section 5 (e)(1).
(g) Violations of the Club’s
Code of Conduct resulting in more than two (2) article
2, section 5 (e)(2) disciplinary actions in a membership
year will result an immediate one (1) year suspension.
Article 2, section 5 (e)(3).
ARTICLE 3
MEETINGS OF THE MEMBERS AND VOTING RIGHTS
SECTION 1. ANNUAL MEETING
The annual meeting of the Club shall be held each calendar
year on a date designated by the Club Officers for presenting
the reports of officers, committees, boards and such
other business as may lawfully come before the meeting.
The Club Officers shall establish the time and place
of the annual meeting.
SECTION 2. SPECIAL MEETINGS
The Club Officers on its own motion may call special
meetings of the Club at any time. Such meetings shall
be held at such times and places as the Club Officers
shall determine.
SECTION 3. NOTICE
A written or website posted notice of each annual and
special meeting stating the place, hour, date and purpose
thereof shall be posted on the Club’s website not less
than fourteen (14) nor more than forty-five (45) days
before such meeting. No action shall be taken at any
annual or special meeting of the Members unless the
intention to consider the subject matter has been set
forth in the notice of the meeting.
SECTION 4. VOTING
Each Regular Member shall have one vote on each and
every matter submitted to a vote of the Members. At
all meetings except as otherwise provided by law, the
Members entitled to vote who are present shall constitute
a quorum. All actions except as otherwise provided by
law, by the Club’s certificate of incorporation or bylaws,
shall be by majority of those Regular Members present
and voting. Presence and voting by proxy may be allowed
at the discretion of and in accordance with rules prescribed
by the Club Officers.
The Elected Club Officers reserve the right to decide
on which individual issues require a Members vote. The
Elected Club Officers reserve the right to decide issues
without a member vote, if that issue is deemed in the
best interest of the club. That issue will be discussed
and voted on by the current Elected Club Officers before
any action is taken. If an issue is deemed by the Club
Officers to require a vote of the membership, the Secretary
of the club will make an announcement for a members
vote. Announcements for member’s votes will be in the
form of a post in the member’s section of the Club’s
bulletin board. All voting will be a secret ballot format
in the form of an e-mail sent to the Club Secretary
or mailed to the Club Secretary via regular posted mail.
Each member will be entitled to one vote. The Club Secretary
will tally votes. After review by the Officers the results
will be posted in the members section of the Club’s
bulletin board.
ARTICLE 4
ELECTED CLUB OFFICERS
SECTION 1. JURISDICTION
The affairs and property of the Club shall be managed
by a group of Elected Club Officers consisting of 5
Regular Members of the Club elected in the manner set
forth below. The President, Vice President, Secretary,
Treasurer and Social Director will serve as the executive
board of the club. The Website Administrator and Forum
Moderators will serve as advisors to the executive board
and
attend its meetings upon request
SECTION 2. TERMS
The elected term will be one year. At the end of that
time, a general notice for nomination will be held for
an open member vote. Currently (June 2001) there is
no limitation to the number of terms held in one elected
position.
SECTION 3. NOMINATIONS
Any Member may nominate a Regular Member to be a candidate
for election to the Club Officers. All nominations
shall be made in writing or website posted and shall
include the name of the Member making the nomination.
There is no limitation to the number of members nominated
to one position. The Club Officers reserve the right
to shorten that list to 3 nominees if necessary. All
nominees must be members in good standing.
SECTION 4. ELECTION
The secretary of the Club shall prepare ballots via
website posting or private email response. Each Regular
Member may cast no more than one vote for any candidate
in each position.
The open Officers position shall be filled
by the candidate or candidates receiving the highest
number of votes by the Regular Members voting. Whenever
it is necessary to break a tie the same shall be accomplished
by a further election to be completed as soon as possible.
If an elected Officer dies or resigns
prior to the commencement of his or her term, a further
election shall be held to fill the vacancy to be completed
as soon as possible. If a vacancy occurs during the
term, the current Officers will call for a “special
election”. If the position remains vacant, the majority
of the Club Officers shall fill the vacant position
by appointment of a Regular Member in good standing.
No such vacancy shall remain unfilled for more than
90 days.
SECTION 5. QUORUM
A majority of the Club Officers shall constitute a quorum,
which may act in any manner within its competence by
vote of a majority of the Officers present while a quorum
is present.
SECTION 6. REMOVAL OF A CLUB OFFICER
The Officers of the Club may, at any regular or special
meeting, by the affirmative vote of at least two-thirds
(2/3) of those Officers voting, remove an Officer from
office for infraction of any Club rule or any other
cause, including physical or mental incapacity to serve,
conflict of interest, conviction of a felony, or behavior
detrimental to the Club or deemed not in the Club’s
best interests. Written or website posted notice of
the proposed action must be sent to all Members at least
15 days prior to the meeting. The Officers whose position
is in question shall be given an opportunity to be heard
at this meeting, but shall have no vote on the question.
ARTICLE 5
ELECTED OFFICERS
SECTION 1. ELECTION
A special meeting of newly elected and continuing Officers
shall be held between the time of the annual election
and the next January 1st. This meeting may
be held online, or in person. Elected Officers shall
perform their required duties and serve as a member
of the clubs Executive Board.
SECTION 2. PRESIDENT
Members shall select a President. The President shall,
in general, supervise and control all of the day-to-day
business and affairs of the Club. The President shall
present at each Annual Meeting of the Members, a report
of the activities of the Club for the preceding fiscal
year and shall periodically make reports of the Club’s
activities. The President shall have responsibility
for the general supervision of all other officers, agents
and employees of the Club, and in case where the duties
of the officers, agents or employees of the Club are
not specifically prescribed by the Bylaws or by Board
resolution, they shall be supervised by the President.
SECTION 3. VICE PRESIDENT
Members shall select one Vice President who will
serve at the discretion of the President. In the absence
of the President, or in the event of the President’s
death, inability or refusal to act, a Vice President
may be designated to perform 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 perform such other duties as
from time to time may be assigned by the President.
SECTION 4. SECRETARY
The Secretary or designated assistant shall:
(a) Attend all official meetings of the
Members and the Club Officers;
(b) Record minutes thereof in a book kept
for that purpose;
(c) In general perform all duties incident
to the office of Secretary and such other duties as
from time to time be assigned by the Executive Board.
(d) Call for and conduct any/all open members
voting
SECTION 5. TREASURER
The Treasurer shall have care of all assets and
liabilities of the Club, subject to the direction of
the Club Officers. The Treasurer shall act as the Chief
Financial Officer who shall, in general supervise the
receipt, custody, control and expenditure of all the
assets and liabilities of the Club and shall give bond
at Club expense. In the event of a vacancy of the position
of the Treasurer, the President shall assume all responsibilities
for this position until the vacancy is filled.
SECTION 6. SOCIAL DIRECTOR
The social director will be the primary individual in
charge of organizing and conducting club sponsored events.
Under their direction and supervision, other club members
may organize and conduct club-sponsored events.
ARTICLE 6
APPOINTED POSITIONS AND MODERATORS
Appointed positions and moderators
will be selected by the current club officers to hold
these positions. Through the guidance and nomination
by club members, current members that are appointed
by the elected club officers will fill these positions.
SECTION 1. WEBSITE ADMINISTRATOR
The website administrator’s primary job will be to
oversee the design and maintenance of the clubs website.
They will also act as the direct coordinator and supervisor
for any outside contractor hired to provide service
or design for the club’s website. This positions will
not hold “Officers voting status”, unless directly
related to the design and maintenance of the website.
SECTION 2. FORUM MODERATORS
Club officers will select Website forum moderators.
In order to hold this position, the person must be a
club member in good standing.
The primary job of forum moderators will be to oversee
their appointed website forums and monitor for any inappropriate
conduct or content. The moderators will have the power
to delete, edit or move any material that they feel
is inappropriate and not in the clubs best interest.
Using the current Code of Conduct and Bylaws, in addition
to the guidance of the elected club officers, the moderators
will determine what is considered “inappropriate and
not in the best interest of the club” on a “case by
case” basis.
ARTICLE 7
ADMINISTRATION
SECTION 1. OPERATIONS MANUAL
The SCCA and NASA Operations Manuals shall be the used
as a guide for all racing events until such time as
the clubs own operations manual can be developed.
SECTION 2. CONFLICT OF INTEREST
No Elected Club Officer, or employee of the Club may
participate in, or attempt to influence any decision
by the Club affecting his or her own personal business
interests, or otherwise use his or her official position
for personal gain.
ARTICLE 8
SUBSIDIARY ORGANIZATIONS/INDIVIDUALS
SECTION 1. RESPONSIBILITY
Under no circumstances shall the Club be responsible
for any debts incurred by any Officer or Member unless,
prior to incurring such debt, the Club Officers have
voted to guarantee payment thereof.
Any such approved debt will only be paid with verification
of that debt by an official receipt of services/merchandise
submitted to the club Treasurer. Without a verified
receipt for services/merchandise, the Officers/Club
reserve the rights to withhold payment until those documents
are presented to the club Treasurer. ARTICLE
9
FISCAL YEAR
Beginning in 2001, the fiscal year of
the Club shall commence on the first day of January
and end on the last day of December. ARTICLE
10
PERSONAL LIABILITY
All persons or corporations extending
credit to, contracting with, or having any claim against
the Club or the Club Officers shall look only to the
funds and property of the Club for the payment of any
debt, damages, judgment, or decree, or any of other
money that may otherwise become due or payable to them
from the Club or Club Officers, so that neither the
Members of the Club, nor the Officers, past, present
or future, shall be personally liable therefore.
At all times the club will hold a current insurance
policy to aid in protection of the club, its members
and its assets against any judgment or threat of personal
liability.
ARTICLE 11
INDEMNIFICATION
The Club may indemnify an Officer, employee
or agent of the Club against liabilities, including
judgments, settlements, penalties, fines and reasonable
expenses and legal fees incurred with respect to any
threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative
and whether formal or informal. Such indemnification
is permitted by the Club if the person seeding indemnification:
(i) Conducted himself in good faith,
(ii) Reasonably believed,
(A)
With respect to conduct in his or her official capacity
for the Club, that his or her conduct was in the Club’s
best interest, or
(B)
With respect to conduct in other capacities, that his
or her conduct was, at least not opposed to the Club’s
best interests, and
(iii) With respect to criminal proceedings, that
he or she had no reasonable cause to believe his or
her conduct was unlawful. The termination of a proceeding
by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not
be determinative of whether the foregoing standard of
conduct has been satisfied.
The Club shall not indemnify an Officer, employee or
agent in connection with
(i) A proceeding by or in the right of the Club,
in which such person is adjudged liable to the Club,
or
(ii) Any proceeding charging improper personal
benefit to that person, in which he or she is adjudged
liable or, the basis that he or she improperly received
personal benefit(s).
However, the Club shall indemnify an Officer, employee
or agent who was wholly successful, or the merits or
otherwise, in defense of any proceeding to which he
or she was a party, against reasonable expenses incurred
by him or her in connection with the proceeding.
The indemnification of a person, permitted by the foregoing
provisions, must be authorized in the specific case
after a determination has been made that indemnification
is permissible under the circumstances because the applicable
standard of conduct was met. This determination shall
be made by:
(i) The Club Officers by majority vote of a quorum,
which quorum shall consist of officers not parties to
the proceeding, or
(ii) If a quorum cannot be obtained, by a majority
vote of a committee members and officers designated
by the Officers, which committee shall consist of two
or more Officers not parties to the proceeding; except
that officers who are parties to the proceeding may
participate in the designation of Officers for the committee.
If the quorum cannot be obtained or the committee cannot
be established, or if such quorum or committee so directs,
the determination shall be made by:
(i) Independent legal counsel selected by a vote
of Club Officers or the committee, or by independent
legal counsel selected by a majority vote of the full
Club Officers, or
(ii) By the Members.
If independent legal counsel makes the determination
that indemnification is permissible, the authorization
of indemnification and evaluation as to reasonableness
of the expenses shall be made by the body, which selected
that counsel.
An Officer, employee or agent of the Club who is a party
to a proceeding may apply for indemnification to the
court conducting the proceeding or to another court
of competent jurisdiction. On receipt of such an application,
the court, after giving any notice it considers necessary,
if it determines that such person is entitled to mandatory
indemnification pursuant to these Bylaws or law, the
court shall order indemnification in which case the
court shall also order the Club to pay such person’s
reasonable expenses. If the court determines that such
person is fairly and reasonably entitled to indemnification
in view of all of the relevant circumstances, whether
or not such person meets the standard of conduct set
forth in these Bylaws as a condition of indemnification,
or whether such person was adjudged liable in such circumstances
which would ordinarily prohibit the Club from making
indemnification, the court may order such indemnification
as it deems proper.
The Club may pay for, or reimburse, the reasonable expenses
incurred by an Officer, employee or agent of the Club,
who is a party to a proceeding, in advance of the final
disposition of the proceeding, if
(i) The Club is furnished
with a written affirmation of such person’s good faith
belief that he or she has met the applicable standard
of conduct,
(ii) Such person furnishes the Club with a written
undertaking, executed personally or on his or her
behalf, to repay the advance if it is determined that
he or she did not meet such standard of conduct, and
(iii) A determination is made that the facts
then known to those making the determination would
not preclude indemnification under this paragraph.
The forgoing undertaking shall be an unlimited general
obligation of such person and need not be secured
and may be accepted without reference to financial
ability to make repayment.
The Club may purchase and maintain insurance
on behalf of an individual who is or was an Officer,
employee, fiduciary or agent of the Club and who, while
an Officer, employee, fiduciary or agent of the Club
is or was serving at the request of the Club as an Officer,
partner, trustee, employee, fiduciary or agent of any
other foreign or domestic corporation or of any partnership,
joint venture, trust, or other enterprise or employee
benefit plan against any liability asserted against
or incurred by him in any such capacity or arising out
of his or her status as such, whether or not the Club
would have the power to indemnify him against such liability
under the foregoing provisions.
ARTICLE 12
AMENDMENT
The Club Officers or Regular Members
may propose an amendment to the certificate of incorporation
or bylaws by submitting such proposal in writing to
the secretary. A proposal submitted by the Members
shall be reviewed by a committee of five Regular Members,
consisting of four Members appointed by the Club Officers,
two of whom are Members proposing the amendment, and
a fifth Members appointed by these four Members, who
shall act as a chairperson. The committee shall consider
the propriety of the proposal in primary instruments
such as the certificate of incorporation and bylaws,
and shall draft the proposed amendment into suitable
language. Proposals of either origin shall be submitted
to the vote of the Regular Member by mailing notice
of the proposal and a form of ballot to all Regular
Members. Each Regular Member shall be entitled to one
vote on each proposal submitted to the membership.
At least 30 days shall be allowed for voting. Ballots
shall be mailed for counting to the firm of certified
public accountant serving as the Club auditor, and shall
not be available for inspection by any officer, Member,
or employee. If at least two-thirds of the Regular
Members voting are in favor of the amendment, it shall
be adopted. The secretary shall cause the result of
the balloting to be published for the information of
the entire membership.
WRITTEN CONSENT OF OFFICERS ADOPTING
BYLAWS
We, the undersigned, are all of the persons named as
the initial officers in the Articles of Incorporation
of __________, a California nonprofit corporation, and,
pursuant to the authority granted to the officers by
these Bylaws to take action by unanimous written consent
without a meeting, consent to, and hereby do, adopt
the foregoing Bylaws, consisting of __________ pages,
as the Bylaws of this corporation.
Dated: ___________
___________________
_________________
____________, President
___________, Secretary
____________________
_________________
____________, Vice President
__________, Social Director
____________________
____________, Treasurer
CERTIFICATE
This is to certify that the foregoing
is a true and correct copy of the Bylaws of the corporation
named in the title thereto and that such Bylaws were
duly adopted by the Executive Board of said corporation
on the date set forth below.
Dated: ___________
____________________
____________, Secretary |
