[members] Fw: CLNW Constitution and Bylaws Update / Input
Mark Velky
dmc.lotus at yahoo.com
Mon Oct 14 18:12:51 CDT 2013
Tom
I am unclear on what you are trying to tell us, but I think there is some kind of misunderstanding. Please call me at (503)525-4132 and I will be happy to talk about any concerns you have about CLNW.
Mark Velky - President, Club Lotus Northwest
________________________________
From: Tom Styczynski <vintagerace at verizon.net>
To: 'Mark Velky' <dmc.lotus at yahoo.com>; 'CLNW Membership List' <members at clnw.org>
Sent: Sunday, October 13, 2013 6:43 PM
Subject: RE: [members] Fw: CLNW Constitution and Bylaws Update / Input
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...
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
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