CONSTITUTION AND BY-LAWS
POUGHKEEPSIE SPORTS CAR CLUB, INC.
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
shown.
(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
of
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
ART. IV
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
be
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
entrants.
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.