[members] Fw: CLNW Constitution and Bylaws Update / Input
Ricardo Palmier
ricardo.palmier at googlemail.com
Sun Oct 13 20:56:22 CDT 2013
Then I suggest you present a constitution rather than make comments on
other peoples efforts
On Oct 13, 2013 6:44 PM, "Tom Styczynski" <vintagerace at verizon.net> wrote:
> Disappointing. I thought this is a Lotus Club in more than just the title.
> ****
>
> ** **
>
> Tom Styczynski****
>
> ** **
>
> *From:* Members [mailto:members-bounces at clnw.org] *On Behalf Of *Mark
> Velky
> *Sent:* Friday, October 11, 2013 7:04 AM
> *To:* members at clnw.org
> *Subject:* [members] Fw: CLNW Constitution and Bylaws Update / Input****
>
> ** **
>
> 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...
> ****
>
> ** **
>
> ** **
>
> ** **
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> ** **
>
> *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****
>
> ** **
>
> ** **
>
>
> ______________________________________________________________________________________________
> 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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