Constitution and By-Laws


ARTICLE I.  Name, Purpose, Emblem and Corporate Seal

	Section I.  Name
		The name of the Club shall be the Poughkeepsie Sports Car Club, Inc.

	Section II.  Purpose
                The general purpose of the Club shall be to encourage the preservation, 
                ownership, and operation of sports cars; to act as a source of technical 
                information, to establish rules and regulations covering all activities 
                of the Club, to provide and regulate events and exhibitions for sports 
                cars and their owners, to encourage careful and skillful driving on public 
                highways and to own real and personal property as incidental to the foregoing 
                purposes, provided that no part of the net earnings of this corporation 
                shall inure to the benefit of any individual and no substantial part of 
                its activities shall be that of carrying on propaganda or otherwise 
                attempting to influence legislation and it shall not participate in or intervene 
                in any political campaign on behalf of any candidate for public office.

	Section III.  Emblem
                The Club emblem shall be a blue and white checkered shield with a 
                steering wheel superimposed and the words "Poughkeepsie Sports Car Club" around 
                the steering wheel.

	Section IV.  Corporate Seal
                The corporate seal shall be the Club emblem with New York written 
                across the center.

ARTICLE II.  Membership and Dues

     Section I.  Members

      (A) Membership in the Club shall be restricted to persons interested in 
          motor sport and the purposes of this Club.  A prospective member shall 
          be proposed by two members in good standing, and shall have attended at 
          least two business meetings of the Club, barring employment obligations, and 
          have participated in at least two sports car events sponsored by the Club 
          before being admitted to membership.  Membership in the Club shall be a 
          privilege, and is subject to termination at any time as provided in Sec. III ART.  II.

      (B) Membership privileges will include the right to purchase and 
          display the Club badge.  Members will be entitled to a reduced entry fee at all 
          events under the sole sponsorship of PSCC.  Membership privileges will also 
          include one vote in all matters transacted at a regular business meeting that 
          the member attends or to which he sends a written proxy.

     Section II.  Resignation

      (A) Any member may resign by directing a letter of resignation to the 
          Secretary.  His resignation shall be effective upon receipt, provided 
          all indebtedness to the Club is paid.

      (B) Prior to PSCC acceptance of a membership application, a prospective 
          member who has paid the initiation fee may withdraw his application, in 
          writing, and receive a full refund of the $5.00 initiation fee.

     Section III.  Expulsion

      (A) Membership will lapse automatically for failure to pay dues by the 
          second meeting of the fiscal year unless due cause for the lateness is 

      (B) Any member may be suspended for cause by the unanimous vote of the 
          officers of PSCC.

     Section IV.  Dues

      Dues shall be $5.00 per fiscal year for a single membership.  They 
      shall be $7.50 per year for a joint membership.

     Section V.  Initiation

      (A) Prospective members must pay a $5.00 initiation fee when submitting 
          a membership application.  Upon completion of the requirements for 
          membership and the acceptance of the application, an additional $5.00 must be 
          paid, which entitles the applicant to full membership privileges for the 
          balance of the calendar year.

      (B) A husband and wife joining the Club as a unit will pay the $5.00 
          initiation fee as in Sec. V (A), and must pay $7.50 dues in order to 
          receive membership privileges which will include full voting rights for each.

      (C) If the prospective member joins the Club in the calendar months of 
          November or December, his dues will be paid for the next calendar year.

     Section VI.  Former Members

      Former members will not be considered as new members and will not have 
      to pay an initiation fee in order to reinstate a membership that has been 
      allowed to lapse.  There will, however, be a penalty of $2.00 per year 
      or part thereof assessed for each year that the former member has been 
      missing from the membership rolls.  This penalty will not exceed $5.00.

     Section VII.  Life Membership

      The position of life member is established.  This membership is 
      conferred by the unanimous approval of the Board of Directors in secret proceedings 
      for long and exceptional service to the Club.  Life members have all 
      membership privileges without any obligations.

ARTICLE III.  Meetings of the Members

     Section I.  Meetings

      Meetings shall be held on the second Monday of each month.

     Section II.  Special Meetings

      In addition to monthly meetings, a special meeting of the members may 
      be called by the President or by a majority of the Officers.

     Section III.  Notice of Meetings

      A written or printed notice, stating the place, day, hour and purpose 
      of any special meeting of the members, shall be sent by the Secretary, not 
      less than seven (7) days before such meeting to each member by mailing a 
      postcard to the address appearing on the Secretary's roll of members.

     Section IV.  Quorum

      At all meetings of the members, a quorum shall be considered present 
      when more than 50% of the Officers and more than 50% of the Secretary's roll 
      of members, including Officers, are in attendance.

     Section V.  Majority Vote

      All action, except amendment of the Constitution and By-laws shall be 
      by majority of those present and voting.  Except as hereinafter provided, 
      voting by proxy or mail ballot shall not be allowed except with the 
      approval of the majority of the Officers in accordance with the rules they 
      proscribe and with notice to all members.

     Section VI.  Rules of Order

      The rules of order at all meetings of the Club shall be Roberts Rules 
      Order except as hereinafter provided.

ARTICLE IV.  Officers

     Section I.  Number of Officers

      The elected Officers of the Club shall be a President, Vice President, 
      Secretary, Treasurer, and four (4) Activities Committee members.  No 
      individual shall hold more than one office at one time, except as 
      provided for or hereinafter.  They shall serve for one year, or until their 
      successors are elected and qualified.

     Section II.  Board of Directors

      The Board of Directors shall consist of the Officers as set forth in 
      SEC. I., plus the last holder of the office of President.

     Section III.  Nominations and Elections

      Any member of the Club may nominate a candidate for office.  Such a 
      nomination must be made in writing, signed by the member making the 
      nomination, and delivered to the Secretary by December 1st.  Elections 
      shall be held by secret ballot at the December meeting.

ARTICLE V.  Duties of the Elected Officers

     Section I.  Duties of the President

      The President shall preside at all meetings of the members and officers 
      and shall perform the duties usually appertaining to this office.  He may 
      call special meetings of the members under the provisions of SEC. II. ART. 
      III.  He shall be the Chief Executive Officer of the Club.

      The President shall appoint a Parliamentarian to aid him in his duties 
      as presiding office to answer questions and provide rulings on points of 
      order at the meetings of the membership and shall perform the duties 
      appertaining to this office.  The office of Parliamentarian shall not be an officer 
      of the Club.

     Section II.  Duties of the Vice President

      In the absence of the President, the duties of the Office of the 
      President shall be performed by the Vice President.

      In the case of the death, resignation, or inability to act of the 
      President, the duties of the Office of the President shall be performed by the 
      Vice President.  In such event the Vice President shall call for the 
      election of a new President at the first monthly meeting consistent with allowing 
      time to receive nominations.

      If there is a vacancy in the office (of Vice President), the President 
      shall designate some person to fill the unexpired term, subject to the 
      approval of a majority of the Officers.

      The Vice President shall be Chairman of the Activities Committee.

     Section III.  Duties of the Secretary

      The Secretary shall attend all meetings of the members and Officers and 
      shall record all minutes and votes in a book kept for the purpose.  He 
      shall keep an up-to-date roll of all Club members.  He shall give all notices 
      of meetings of the members required by law or these By-laws and shall 
      perform all duties incidental to his office, required by the law or by the 
      majority of all Officers.  The Secretary may, with the approval of a majority of 
      the Officers, appoint an Assistant Secretary and delegate to him such 
      functions and powers of the office of Secretary as he may decide.

      In the absence of the Secretary from any meetings, a Secretary 
      pro-temporo shall be chosen by the presiding Officer.  If there is a vacancy in the 
      Office, the President shall designate some person to fill the unexpired 
      term, subject to the approval of a majority of the Officers.

     Section IV.  Duties of the Treasurer

      The Treasurer shall, subject to such conditions and restrictions as may 
      made by the Officers, have custody of all monies, debts, and obligations 
      belonging to the Club.

      He shall receive all monies of the Club and deposit same to the Club 
      Account.  He shall have direct control over, and supervision of all 
      payment of Club debts and obligations.  He shall give a report of the financial 
      status of the Club at the December meeting, and if so required, at any 
      meeting of the Officers.  He shall, if requested by the Officers, 
      submit his books and records to an auditing committee composed of individuals or 
      accountants selected by the Officers.

      All disbursements of Club funds shall be approved by majority of the 
      Club's Directors, the President to vote only in case of a tie.

      If there is a vacancy in the office, the President shall designate some 
      person to fill the unexpired term, subject to the approval of a 
      majority of the Officers.

     Section V.  Duties of the Activities Committee

      The Club shall elect an Activities Committee consisting of four 
      members.  The Vice President shall act as chairman.  With the approval of the 
      President, the Committee may appoint such assistants as it deems 
      necessary for administration of the Committee's duties.

      It shall be the duty of the Activities Committee to arrange all 
      activities for the year.  The Committee shall establish rules for the 
      classification of cars competing in Club events, and shall establish entrant fees for 
      such events to defray the costs involved therein.  The Committee shall 
      arrange prizes and awards in a manner to provide fair treatment for all 

     Section VI.

      At the December meeting of the general membership, each incumbent 
      Officer shall present a report on his official activities for the year.  A 
      written copy of these reports shall be submitted by said Officers to be entered 
      into the club records.

ARTICLE VI.  Committees

     Section I.  Appointment of Committees

      The President shall appoint such Committees as he finds desirable, and 
      shall outline the duties and responsibilities of such Committees.  All 
      reports or action taken by a Committee must be approved by a majority of the 
      entire Committee.

ARTICLE VII.  Fiscal Year

     Section I.  The Fiscal Year of the Club shall be the calendar year.

ARTICLE VIII.  Liability and Indemnification

     Section I.  Personal Liability

      All persons or corporations extending credit to, contracting with, or 
      having any claim against the corporation of the Officers or any member, shall 
      look only to the funds and property of the corporation for payment of any 
      such contract of claim, or for the payment of any debt, damage, judgment, or 
      decree, or any other money that may otherwise become due or payable to 
      them from the corporation of the Officers, or any member so that neither the 
      Officers, or the members of the corporation, present or future, shall 
      be personally liable therefore.

     Section II.  Indemnification

      Each Director, Officer and other appointed or elected person of the 
      Club now or hereafter in office, and his heirs, executors and administrators, 
      and each Director, Officer and other appointed or elected persons of this 
      Club, and his heirs, executors and administrators who now act, or shall 
      hereafter act at the request of this Club, as Director, Officer and other 
      appointed or elected person of this Club, controlled by this Club, shall be 
      indemnified by this Club against all costs, expenses, and amounts or liability 
      therefore, including counsel fees, reasonably incurred by or imposed 
      upon him in connection with or resulting from any action, suit, proceeding, 
      or claim to which he may be made a party, or in which he may be or become 
      involved by reason of his acts of commission or omission, or alleged 
      acts of commission as such Director, Officer and other appointed or elected 
      person of this Club, at the time of incurring such costs, expenses or amounts, 
      and whether or not the action or omission of act on the part of such 
      Director, Officer and other appointed or elected person of this Club, which is 
      the basis of such suit, action, proceeding or claim, occurred before or 
      after the adoption of this By-law, provided that such indemnification shall 
      not apply with respect to any matter as to which such Director, Officer, 
      and other appointed or elected person of this Club shall be finally 
      adjudged in such action, suit or proceeding to have been individually guilty of 
      willful misfeasance or malfeasance in the performance of his duties as such 
      Director, Officer and other appointed or elected person of this Club, 
      and provided, further, that the indemnification herein provided shall with 
      respect to any settlement of any such suit, action, proceeding or 
      claim, include reimbursement of any amounts paid and expenses reasonably 
      incurred in settling any such suit, action, proceeding, claim, when in the 
      judgement of the Officers of this Club, such settlement and reimbursement appear 
      to be for the best interest of the Club.

      The foregoing right of indemnification shall be in addition to and not 
      exclusive of any and all other rights as to which any such Director, 
      Officer and other appointed or elected person of this Club may be entitled 
      under By-law agreement, vote of members or otherwise.

     Section III.  Assessment and Liabilities of Members

      No member of this Club shall be obligated of required to pay any 
      financial remuneration to the Club whatsoever other than the amounts imposed by 
      these By-laws for initiation fees and dues.  No member of the Club shall be 
      assessed for over said amount except upon personal obligation to the 
      Club as provided in these By-laws.

ARTICLE IX.  Amendment of By-laws

     Section I.

      Any member in good standing, by written petition submitted to the 
      Secretary, may propose an amendment to the By-laws.  The proposed amendment shall 
      be read to the members at the regular monthly meeting when it is presented 
      to the Secretary and shall be voted on at the next monthly meeting after 
      another reading.  Revision must be approved by a 2/3 vote of a quorum.



– Last Updated: October 29, 2004