[members] Fw: CLNW Constitution and Bylaws Update / Input

[Mark Velky]

CLNW Member
 
    Passing along Ricardo's recommendation, see below.
 
Mark
 
----- Forwarded Message -----
From: Ricardo Palmier <ricardo.palmier at googlemail.com>
To: Mark Velky <dmc.lotus at yahoo.com> 
Sent: Thursday, August 8, 2013 3:26 PM
Subject: Re: [members] CLNW Constitution and Bylaws Update / Input
  


Mark

Something to review re. Constitution. Not sure if you'd be able to open an attachment so I've also pasted is below.....
I've been reviewing other club constitutions and have compiled the list for review. The bit on Indemnification I'm not sure about as I've no idea what the club insurance is like... Anyway, done my bit, food for thought...  




Club Lotus North West 
CONSTITUTION AND BY-LAWS  CLUB Lotus North
West 
  
August 8, 2013  
1. Name: 
A.    The official club name shall
be the Club Lotus North West (hereinafter “Club”). 
  
2. PURPOSE OF CLUB: 
A.    Promote the sport and
hobby of owning, altering, building, and modifying automobiles of past years. 
B.    To encourage family
participation in such sport. 
C.    To promote friendship,
support organization functions held by such club, as well as others who have
such interest. 
D.    The Club is a non-profit
organization formed to provide members with access to knowledge about Lotus
cars, and to provide a forum for members and other interested parties to
exchange information. 
  
3. Specific Club Goals: 
A.    Promote safe and
skillful driving. 
A.    Provide a platform for
dissemination of technical assistance and expression of common interests,
concerns, and grievances. 
B.    Plan and regulate
functions and/or activities designed to further the Club’s purpose. 
C.    Plan and regulate
functions and/or activities designed to assist local charitable institutions. 
  
4. Specific Prohibition: 
A.    The Club shall not
organize, sponsor, plan, assist, sanction or allow its name to be associated in
any manner with any automotive function which violates any duly constituted
law. 
  
5. OFFICERS AND
DIRECTORS: 
A.    All officers and
directors shall be elected by a majority of the members present at any annual
meeting or special meeting called for that purpose. 
B.    The club will consist of
four (4) officers. 
C.    The officers are:
President, Vice President, Secretary, and Treasurer; 
A.    There shall be X Directors,
all of whom shall be voting members and shall be referred to as either the
Board of Directors. The President shall be a director, but no other officer is
required to be a director. 
B.    No member may hold more
than one elected office, except as provided as “Stand-In”, whereby current
officers must assume the office of interim. 
C.    Election results will be
announced and published on the club webpage. 
D.    In the event of a tie
for an office, members attending the Business meetings or annual meeting will
re-cast votes to break the tie. Results of tiebreaker voting will be on the club
webpage. 
E.    D. Officers will be
installed at the Club’s December joint meeting and will assume office on the following
January 1. 
  
  
6. OFFICERS'
RESPONSIBILITY: 
A.    PRESIDENT: The President
will preside over all meetings called for and he will act as an ambassador to
any functions or activities held by the club or any other club he is asked to
attend. He will seek ways to help build membership, create ideas, and help
promote and maintain interest for and by its members. He shall meet at least
once a quarter with his board of officers. He shall also be responsible to plan
and oversee the budget of the club funds for the next year during his term of
office. 
B.    VICE PRESIDENT: The Vice
President will preside over all meetings called for if the President is unable
to attend. He, too, will act as ambassador to any functions the President
cannot attend. He will be in charge of all chairmen committees and report to
the president as needed. He will keep and update the membership roster,
collecting and keeping a record of who has and has not paid club dues, with a
current dues roster; collect monies for and order club jackets and shirts; and
keep the Newsletter Editor informed on who should receive a newsletter. He will
work with the Secretary and Treasurer in keeping those records that are
necessary. The President-Elect shall succeed to the position of President after
the annual meeting after which they are elected. 
C.    SECRETARY: The Secretary
will be responsible for the minutes for all meetings called for, for roll call,
and handling all correspondence brought forth by the club and its members. And
shall keep the President aware of any and all incoming correspondence that
should be brought forth to club members. The Secretary may, however, designate
any person to keep the minutes for any meeting. 
D.    TREASURER: The Treasurer
will be responsible for all monies received and disbursed by the club. He must
keep a complete account of all such matters by a ledger, and when called upon,
present such matters to the club, and for the yearly audit which will be
conducted yearly, and for the incoming Treasurer, prior to assuming the office.
The audit committee will consist of the outgoing Treasurer, the incoming
Treasurer, and an audit committee consisting of two (2) members appointed from
the club by the President. 
E.    DIRECTORS: The Directors
will be responsible for all voting matters prior to vote by club members. 
F.    NEWSLETTER EDITOR (If we decide this is possible!): At
the annual meeting, a Newsletter Editor will be elected by a majority
vote of club members present, and will continue as newsletter editor for a term
of one year, unless he is removed from office or resigns. He or she will be
directly responsible to the club President and the Board of Officers who will
assist the Editor, and the Board of Officers will decide on the proper types of
articles to be published if the question should arise. The Newsletter Editor
will NOT be a member of the Board of Officers and will not have voting powers
other than that of a regular member. 
  
7. HOLDING OFFICE: 
A.    Anyone wanting to hold
office of said club may do so by being elected by its members as a whole,
during the yearly election of club officers, and must have been a member of the
club for one year prior to holding any office. If a member is unable to
complete his/her term of office for any reason, a member may be appointed to
fill the remainder of the term of office by the Board of Officers, called in a
special meeting. 
B.    Offices must be held for
one (1) year or until their successors are elected and qualified. 
  
8. MEMBERSHIP: 
A.    Any person or persons
and family, 18 years or older, will be eligible for membership to said club. 
B.    Membership consists of
Member and Spouse and all children of Member and Spouse under the age of 18
years. A member shall have but one vote which may be cast by either the member
or the member's spouse, but not both. 
C.    Prospective members are
encouraged, but not required, to attend at least one monthly meeting prior to
their membership in the club. The month following their presentation to club
members, the members present at that meeting will vote to accept or reject the
prospective member's application. If accepted, the prospective member will be
considered a member of the club. If rejected by a majority of the members
present, the prospective member will be notified at that time, or be written
notice by the club Secretary and all dues received with the application will be
returned to the person. 
D.    Prior to being
considered for membership, the prospective member will fill out and sign an
application for membership, approved by the club, and turn in with the
application for membership, pro-rated dues to the next end of fiscal year
calculated from the month the application is voted upon. 
E.    Prospective club
members, upon filling out an application, will also have the club member(s) who
are going to sponsor their application, sign said application prior to being
submitted for consideration. 
F.    The term “member”
applies to any person interested in Lotus Cars as well those who own, hold title
to, or possess a Lotus and whose annual dues are current. 
G.    The term “family”
applies to any two people, legally related, whose annual dues are current and
one of whom meets the criteria prescribed in part B. 
H.    The term “Honorary
Member” applies to those elected to this type of membership for special recognition
by the Club. Honorary members are not assessed annual dues. 
  
 9. MEMBERSHIP TYPE
VEHICLES: 
A.    The following type
vehicles will be recognized for membership: modified, customs, classics, street
machines, sports, etc. 
B.    Vehicles may be altered,
built, or changed in such a way to create interest by non-members; or they may
be stock, non-altered. 
  
10. MEMBERSHIP
RESPONSIBILITY: 
A.    As a member of such
club, you will be expected to promote and to take part in a good share of club
meetings, activities, and functions brought forth. 
B.    Members must operate
vehicles in such a manner that it will not cause embarrassment to said club,
its officers, and members. If such a case arises, the offending member will be
removed from the club. 
C.    All club members who
drive while involved in club functions or are traveling with said club going to
or from a club function, shall abide by the laws of the State of Regon, or any
other State when representing the club. 
D.    Any club member while
driving and representing the club, shall have a valid operator's license. 
  
11. DUES: 
A.    Membership dues will be
paid annually. 
B.    Membership dues are $25.00
per family, based on membership from January 1 to December 31. 
C.    When a new member joins
during said club's fiscal year, the dues will be pro-rated at $2.00 per month
to January 1, unless it is three (3) months or less until the end of the fiscal
year; then the new member shall pay the pro-rated monthly dues until December
31, and the next year's dues of $25.00, not to exceed $30.00 unless the dues
are raised by the majority of the members at the annual meeting. 
D.    There will be a 30 day
grace period for current members paying the next fiscal year's dues (renewal of
membership), if needed by a member. If the dues are not paid within 30 days,
the member will be dropped from membership. 
E.    For prospective members,
dues must accompany the application for membership to the club in order to be
voted on for membership. If there are no dues, either for the fiscal year
and/or pro-rated dues, the application will not be considered for membership
until such time as payment of dues are received. Such payment shall be refunded
to the prospective members if the application is rejected. 
F.    A ceiling on the amount
to be kept in the treasury shall be set at $X,000.00, plus such amounts as the
Treasurer advises are necessary to cover upcoming expenses, with excess funds
to be dealt with by a committee appointed by the president to report back to
the club members where it shall be voted on by the members as to what to do
with said excess funds. The club may, from time to time, increase the amount kept
in the treasury in anticipation of upcoming expenses or decrease the amount in
anticipation of upcoming donations 
G.    Annual dues are payable
each year by the end of the month in which the member first joined the Club. 
a.     A two-month grace period
will be granted for any member to become current 
b.     The grace period
notwithstanding, the renewal month remains the same as when the member first
joined the Club. 
c.     Any member who refers four
new members to the Club in a calendar year shall have his or her dues waived
for the following year. 
  
12. MEETINGS: 
A.    The annual meeting of
the members, for the election of directors, shall be held on the third Tuesday
following the close of the fiscal year. 
(1)   A special meeting of the
members may be called at any time upon seven days notice to the members, at the
direction of the President, or the Board of Directors, or upon request of 10
percent of the members. 
(2)   A quorum shall consist
of those members present at any annual or regular or special meeting. 
B.    Meetings will be held
the first and third Tuesday of each month, unless circumstances for a date,
prior or later, require a change. Other than business meetings, no meetings
shall be held on weekends so that members may attend other functions, and to
keep the "Family Weekend" intact. 
C.    Meetings will be held
once a month for a total of twelve (12) meetings. 
D.    Meetings will be
announced as to location and time and posted on the Club Webpage. 
E.    The Annual Meeting of
Directors shall be held immediately following the close of the membership
meeting. 
(1)   A special meeting of the
Board of Directors may be called at any time upon seven days written notice at
the direction of the President or any three voting Directors. 
(2)   A quorum shall consist
of a majority of the Directors and Officers then in office. 
  
13. Special Meetings 
A.    Special meetings may be
called by the Executive Director or two other officers. 
B.    Officers must be
informed of any special meeting in advance, as feasible. 
A.    The purpose and results
of any special meeting must be communicated to the members at the next
regularly scheduled monthly meetings, and published on the Club website 
  
14. Committees 
A.    The Executive Board shall
appoint committees as required to conduct Club business and activities. The
responsibilities of each committee must be clearly defined. 
B.    Each committee will be
comprised of an odd number of members. 
C.    All committee votes will
be by simple majority. 
D.    An Advisory Board
meeting may be called by any two current officers or any three other members
provided that all have received notification as soon as feasible before such meeting. 
  
15. VOTING: 
A.    Voting on all issues at
club meetings will be by majority vote. 
 
 
16. Participation 
A.    All members and honorary
members are eligible to cast one vote each. 
B.    All members are eligible
to participate at functions and/or activities that are open to club  
B.    members. 
C.    The Club welcomes guests
and visitors at Club activities and events. 
  
17. OTHER FUNCTIONS AND
ACTIVITIES:
 
A.    If the club is asked to
take part in other clubs' functions, we should try and have at least one
representative from our organization attend. 
B.    When in attendance at
such functions, represent our organization in a manner of respect and in such a
manner so as not to embarrass the club & members. 
  
18. Expulsion 
A.    A member of the Club may
be expelled for: 
i.              Non-payment of annual
dues 
ii.             Breaching any Club
by-laws and/or rules 
iii.            Bringing negative
publicity to bear on the Club 
A.    Violations of Club
rules, or for other reasons not in the Club's best interests as determined by a
majority of officers, are also grounds for expulsion. However, before any
action is taken, the alleged offending member may his/her position on any charges
to Club officers. 
  
19. Conflict of Interest 
Any Club officer
officially associated with a Club sponsor, advertiser, or supporter in any manner
(eg: employee) will abstain from any decisions affecting such a Club sponsor, advertiser,
or supporter, and shall abstain from any decisions impacting others in a
similar endeavor or field of work. 
  
20. INDEMNIFICATION 
 a.     Actions in the Best
Interest of the Corporation. The Corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee volunteer, or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, volunteer or agent of another foundation,
corporation, business corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses (including attorneys'
fees), judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or on
a plea of no lo contendere or its equivalent, will not of itself create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interest of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful. 
 b.     Determination of
Indemnification. Any indemnification under Section a. of this article, (unless
ordered by a court) will be made by the Corporation only as authorized in the
specific case on a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section a. of this article and on
an evaluation of the reasonableness of expenses and amounts paid in settlement.
This determination will be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who are not parties to such action,
suit or proceeding; (ii) if such quorum is not obtainable, by a majority vote
of a committee duly designated by the Board (in which designation all Board
members may participate) and consisting solely of two or more directors not at
the time parties or threatened to be made parties to the action; or (iii) by
independent legal counsel, in a written opinion, selected by the Board or its
committee in the manner described in the foregoing clauses (i) or (ii) or, if a
quorum under clause (i) cannot be obtained and a committee under clause (ii)
cannot be designated, by the Board (in which action all Board members may
participate). Notwithstanding the failure or refusal of the directors or
counsel to make provision for indemnification, the indemnification will be made
if a court of competent jurisdiction has made a determination that the
director, officer, employee or agent has a right to indemnification under this
agreement in any specific case on the application of the director, officer,
employer or agent. 
 c.     Advancement of Expenses.
Expenses incurred in defending a civil or criminal action, suit or proceeding
described in Sections a. of this Article may be paid by the Corporation in
advance of the final disposition of the action, suit or proceeding as
authorized by the Board of Directors in the specific case on: (i) receipt of a
written affirmation from the person seeking advancement of expenses of his or
her good‑faith belief that he or she has met the standard of conduct set forth
in Section a. and b. of this Article; (ii) receipt of an undertaking by or on behalf
of the person to repay amounts advanced if it is ultimately determined that he
or she did not meet such standard of conduct; and (iii) a determination that
the facts then known to those making the determination would not preclude
indemnification. This determination will be made in the manner specified in
Section b. of this article. 
 d.     Insurance. The
Corporation has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another foundation, corporation, partnership, joint
venture, trust, or other enterprise, against any liability asserted against him
or her or the Corporation and incurred by him or her or the Corporation in any
such capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to implement the provisions of this Article. 
  
21. CHANGES OF THE
BY-LAWS: 
A.    By-Laws may only be
changed at the annual meeting or at any special meeting called and noticed for
that purpose. 
B.    Amendments may be
proposed by either a majority of the officers or 20 percent of the current
membership. 
C.    All amendments must be
submitted to the Executive team in writing. 
D.    The exact amendment will
be presented as soon as feasible to be published on the Club Website to inform
all members of the proposed change(s). 
E.    Voting on the amendment shall
follow the same procedure as the voting to elect officers, excluding the
specific time references therein. 
  
22. Operating Policies 
A.    The Club may adopt
informal “operating policies” from time to time in order to facilitate conducting
business in a timely manner. Such operating policies are adopted by a consensus
of opinion by the membership rather than a formal election to amend the Constitution
and By-laws. 
B.    Any member may challenge
an operating policy by making a formal motion to suspend the policy unless and
until it is adopted as part of the Constitution and By-laws as provided in Section
above. 
  
  

________________________________
  

 
The Mission of Club Lotus North West 
The mission of Club
Lotus NW according to the Articles of Incorporation, is to promote the sport
and hobby of owning, altering, building and modifying automobiles of past
years; encourage family participation in such sport and hobby; and to promote
friendship, support and organization for such functions held by the club and
others of similar interest; and to educate the public concerning the history,
legend, repair, building and modifying of automobiles of prior years.



On 5 August 2013 17:50, Mark Velky <dmc.lotus at yahoo.com> wrote:

CLNW Member
>
>    Your Update / Input to the CLNW Constitution and Bylaws I have been passing out since Jan. are due. We need to move forward with a new draft. You can give me your Update / Input at a Club Event or mail it in to me, see address below. Thanks!, for all your work on this so far. 
>
>    Club Lotus Northwest
>    P.O. Box 2190
>    Beaverton, Or. 97075-1354
>
>Change The Rules
>     Mark Velky  
>______________________________________________________________________________________________
>Members mailing list     Members at clnw.org
>
>For more information on this list, to unsubscribe or view the archives: http://clnw.org/mailing-list
>
>
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