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Bylaws
Of
Capital City Mopars Car Club of California, Incorporated
A non-profit Corporation organized under the Non-Profit Mutual Benefit
Corporation
laws of the State of California. Employer identification number
68-0377266.
Article I
NAME
SECTION 1.01 OFFICIAL NAME. The official name of this
Corporation shall be Capital City Mopars Car
Club of California, Incorporated. The trade name shall be Capital City
Mopars and further reference to this Corporation in these Bylaws may be
CCM or the Corporation.
Article II
OFFICE
SECTION 2.01 PRINCIPLE OFFICE. The principle office for the
transaction of the activities and affairs of
the Corporation is located in Sacramento County, California. The Board of
Directors (the Board) may change the
principle office from one location to another within the County.
Article III
PURPOSE
SECTION 3.01 GENERAL PURPOSE. In addition to the specific
purpose described in the Articles of Incorporation, this Corporation is formed
for the mutual benefit of its Members, providing social and recreational
activities, and
promoting goodwill within the community.
Article IV
MEMBERSHIP
SECTION 4.01 CATEGORIES, QUALIFICATIONS, REQUIREMENTS, and RIGHTS of
MEMBERSHIP.
MEMBER IN GOOD STANDING. This term, as it applies to General
Members in these Bylaws, shall mean:
Annual dues are current.
All requirements of General membership are met.
CATEGORIES, QUALIFICATIONS, REQUIREMENTS, and RIGHTS of MEMBERSHIP.
This Corporation shall have the following categories of membership:
GENERAL MEMBERS. General Members are Regular Members,
Co-Members, and LIFE Members described below. All General Members must
be at least 18 years old. All General Members are required to help with
the production of our various Club events, or the annual car show, or to
be active on the Board of Directors or Staff. Failure to meet these
minimum requirements may result in termination of membership. All
General Members will be afforded all rights and privileges of membership
in Capital City Mopars. Additionally, such Members shall have the rights
as afforded Members under the California Non-Profit Mutual Benefit
Corporation law. All initial membership applications shall be
probationary for 90 days and subject to the Board of Directors approval.
If a membership application is rejected, by the Board of Directors,
during the probationary period, the applicant will be notified in
writing and a prorated portion of the annual dues will be refunded.
REGULAR MEMBER. Regular General Members must possess a
valid drivers’ license and be the registered owner of a Chrysler (DiamlerChrysler)
Corporation vehicle of any vintage. Annual membership dues for a
Regular Member will be the full amount as determined by the Board of
Directors. Regular Members may sponsor one Co-Member.
CO-MEMBER. Co-Member General Members shall reside in the
same household as their sponsoring Regular Member. The annual dues
levied on Co-Members will be a portion of those of a Regular Member
as determined by the Board of Directors. Co-Members will not receive
a separate copy of the Club newsletter.
LIFE MEMBER. General Members, with a minimum of one (1)
year continuous membership in good standing, may petition the Board
of Directors for LIFE membership. Co-Member General Members seeking
LIFE membership may apply only if the sponsoring Regular General
Member is applying for or has been granted LIFE membership. A sum
equal to ten (10) years’ appropriate dues must accompany each
application. Upon approval, the Board will notify the applicant(s)
in writing and will include LIFE Member card(s). Upon disapproval,
the Board will notify the applicant(s) in writing and will enclose a
refund of the amount accompanying the application(s). LIFE Members
must continue to maintain all the qualifications of General Members
in good standing throughout their term of membership. LIFE Members
will not pay any further annual dues but will be responsible for any
assessments levied upon General Members by the Board of Directors.
Life Members will be afforded all rights of General Members for the
duration of their life span or the duration of the Corporation. LIFE
membership shall not be rescinded, once established and maintained
in good standing.
OTHER MEMBERS.
ASSOCIATE MEMBER. An Associate Member is a Regular Member
who, by determination of the Board of Directors, has not met or
maintained all the qualifications of a Regular General Member in
good standing. An Associate Member will have all rights afforded
General Members with the exception of the right to vote or hold
elective office. An Associate Member may be subsequently upgraded to
Regular General Member status, by approval of the Board of
Directors, upon meeting all qualifications of a Regular General
Member in good standing. Associate Member dues will be the same
amount as a Regular General Member.
HONORARY MEMBER. Honorary Members are persons selected by the
Board of Directors for membership. Those selected will have provided a
high level of support or service to the Club. Honorary Members will have
no rights of membership except that they will be provided with a monthly
issue of the Club newsletter and will be welcome at all Club meetings
and activities. The duration of the Honorary membership will be
determined by the Board of Directors. Honorary Members need not
meet the requirements of General Members and will not be assessed any
membership dues.
SECTION 4.02 TERMINATION of MEMBERSHIP
TERMINATION of MEMBERSHIP. A membership shall terminate, as
determined by the Board of Directors, upon occurrence of any of the
following events:
Resignation of a Member, upon written notice to the Corporation.
Expiration of the period of membership, unless the membership is
renewed in compliance with the current membership application.
Occurrence of any event which renders a Member ineligible for
membership.
Failure to meet all requirements of General membership.
SECTION 4.03 MEMBERSHIP-MISCELLANEOUS
Membership in CCM is not transferable.
Membership in CCM may be suspended or terminated by a majority vote of
the Board of Directors for conduct unbecoming a Member of CCM. No moneys
shall be refunded upon suspension or termination.
ARTICLE V
DUES and ASSESSMENTS
SECTION 5.01 DUES. Annual dues are due and payable as
prescribed by the Board of Directors. Renewal notices shall be mailed one month
prior to the due date. Dues shall be payable to CCM and are non-refundable upon
payment except as provided under Article IV, SECTION 4.01 B 1.
SECTION 5.02 ASSESSMENTS. The Board of Directors shall have the
right and obligation to levy any assessments to the Members as deemed necessary
to meet the outstanding financial obligations of the Corporation.
ARTICLE VI
MEETINGS of MEMBERS
SECTION 6.01 GENERAL MEETING. General meetings of the Members
shall be held at any location designated by the Board of Directors on a monthly
basis with notification given to all Members in good standing. General meetings
shall be for the purpose of giving monthly reports and conducting routine
business and shall be open for attendance by all Members and guests
SECTION 6.02 ANNUAL MEETING. The General meeting in February
shall be known as the Annual meeting and shall be for the purpose of giving
monthly and annual reports and conducting routine business.
SECTION 6.03 BOARD MEETING. Meetings of the Board of Directors
shall be held at any location, designated by the Board of Directors, on a
monthly basis with notification given to all Members in good standing. These
meeting will be open for attendance by all Members in good standing. Board
meetings shall be for the purpose of planning and executing the business of the
Corporation.
QUORUM. A majority of the Board of Directors shall constitute a
quorum.
SECTION 6.04 SPECIAL MEETING. A Special meeting may be held
upon the call of the President or on written request of twenty (20) General
Members. The purpose of the meeting shall be set forth in the notice and will be
open for attendance by all Members in good standing.
ARTICLE VII
VOTING
SECTION 7.01 QUORUM. Twenty (20) percent of the General
membership shall constitute a quorum.
SECTION 7.02 VOTING
ELIGIBILITY to VOTE. Subject to the provisions of the CALIFORNIA
NON-PROFIT MUTUAL BENEFIT CORPORATION law, persons entitled to vote at
General meetings of Members shall be General Members in good standing. Each
General Member is entitled to one (1) vote.
MANNER of CASTING VOTES. Voting may be voice or ballot; provided,
however, that any election of, or removal of, Officers must be by written
ballot as prescribed by the Board of Directors.
MAJORITY VOTE. If a quorum is present, the vote of the majority
is binding.
TELLER COMMITTEE. The President shall appoint three (3) CCM
General Members, to the committee, whose duties shall be to tally the votes
cast for election of Officers. The three Members selected shall not be
current Board Members or be found on the candidates of record for the
current election, unless running unopposed.
REVOCATION. A written ballot may not be revoked.
ARTICLE VIII
ELECTION of OFFICERS
SECTION 8.01 NOMINATION by COMMITTEE. At or before the October
General membership meeting, the Board of Directors shall select and appoint the
Chairperson of the Nominating Committee. The Chairperson shall subsequently
select a committee to assist in soliciting qualified candidates for election as
Officers. The committee shall maintain a list of qualified candidates, whether
solicited or voluntary, and the Chairperson shall make their preliminary report
of qualified candidates to the Board of Directors at the October Board meeting..
This report will be published in the November issue of the Club newsletter.
SECTION 8.02 NOMINATIONS. At the November General membership
meeting, the Chairperson of the Nominating Committee will solicit any additional
nominations. Any General Member, in good standing, may place names in nomination
at this time. The Chairperson will add these additional names of qualified
candidates to their list. When nominations from the floor are completed, the
Chairperson of the Nominating Committee will nominate all qualified candidates
on their list. The required second for these nominations may come for any
General Member in good standing present at this meeting.
SECTION 8.03 FINAL NOMINATING COMMITTEE REPORT. The Chairperson
of the Nominating Committee shall make the final report to the Board at the
November Board meeting. This report will contain the final list of candidates
for election and will be published in the December issue of the Club newsletter.
Ballots, listing all candidates, will be generated by the Board.
SECTION 804 ELECTIONS. The election of Officers will be held at
the December General meeting. All general Members, in good standing, present at
this meeting will be provided a ballot. Voting for the election of Officers, at
this meeting, will follow the format set forth in Article VII.
ARTICLE IX
OFFICERS
SECTION 9.01 OFFICERS. The elected Officers of the Corporation
shall be the President, Vice President, Secretary, and Treasurer whose duties
shall be as follows:
PRESIDENT. The President shall, subject to the control of the
Board, be the General Manager of the Corporation and generally supervise,
direct, and control the activities and affairs of the Corporation. The
President shall preside at all meetings of the Members and meetings of the
Board. The President shall have such other powers and duties as may be
prescribed by the Board or the Bylaws.
VICE PRESIDENT. In the absence or disability of the President,
the Vice President shall perform all the duties of the President and, when
so acting, shall have all of the powers of and be subject to all of the
restrictions upon the President. The Vice President shall have such other
powers and perform such other duties as may be prescribed by the Board or
the Bylaws.
SECRETARY.
BOOK of MINUTES. The Secretary shall keep a book of minutes
of all meetings with the time and place of holding, whether Annual,
General, Board, or Special, and if Special, how authorized, the notice
given, the names of those present, and the number of Members present.
The Secretary shall keep a copy of the ARTICLES of INCORPORATION and
BYLAWS, as amended to date.
MEMBERSHIP RECORDS. The Secretary shall keep or caused to be
kept at a place determined by resolution of the Board, a record of the
Corporations Members, showing names of all Members, their addresses, and
the category of membership held by each.
NOTICES and OTHER DUTIES. The Secretary shall give, or cause
to be given, notice of all meetings of Members, whether Annual, General,
Board, or Special. The Secretary shall be responsible for the
correspondence of the Corporation and shall be the Historian of the
Corporation. The Secretary shall have such other powers and perform such
other duties as may be prescribed by the Board of the Bylaws.
D. TREASURER
BOOK of ACCOUNT. The Treasurer shall project a budget, shall
keep and maintain adequate and correct books and accounts of the
properties and transactions of the Corporation, and shall send or cause
to be sent to the Members and Board such financial statements and
reports as are required by law or these Bylaws. The books of account
shall be open to inspection by any General Member at all reasonable
times.
DEPOSITS and DISBURSMENT of MONEYS and VALUABLES. The
Treasurer shall deposit all money and other valuables in the name and to
the credit of the Corporation with such depositories as may be
designated by the Board; shall disburse the funds of the Corporation as
may be ordered by the Board; shall make a financial report at every Club
meeting, and shall render to the President and Board an annual financial
report showing all income and disbursement at the last meeting of their
term. The Treasurer shall have such other powers and perform such other
duties as may be prescribed by the Board or the Bylaws.
SECTION 9.02 QUALIFICATIONS. An Officer of this Corporation
must be a General Member in good standing and for the Presidency have at least
one year experience as an officer or in a staff or board position.
SECTION 9.03 TERM of OFFICE. The term of office for all elected
Officers will be the calendar year (January 1 to December 31) for which elected.
EVENTS CAUSING VACANCY A vacancy or vacancies of an Office shall
exist on the occurrence of any of the following:
The death or resignation of an Officer.
The vote of the General Members to remove an Officer.
Any other event causing a vacancy under the CALIFORNIA NON-PROFIT
MUTUAL BENEFIT CORPORATION laws.
RESIGNATION. Any Officer may resign, effective immediately, upon
giving written notice to the Board unless the notice specifies a later time
for the resignation to become effective. If the resignation of an Officer is
effective at a later time, a successor may be elected to take office when
the resignation becomes effective.
FILLING VACANCIES. Vacancies created by Section 9.04A must be
filled by Special election, except if the vacancy occurs within sixty (60)
days of the December General elections.
In the event of a vacancy, the remaining elected Officers will assume
responsibility for the duties of the vacant position.
ARTICLE X
BOARD of DIRECTORS
SECTION 10.01 POWERS. Subject to the provisions and limitations
of our Articles of Incorporation, CALIFORNIA NON-PROFIT MUTUAL BENEFIT
CORPORATION law, any other applicable laws, and these Bylaws, relating to action
required to be approved by the Member, the activities and affairs of the
Corporation shall be managed, and all Corporate power shall be exercised, by the
Board of Directors, hereafter referred to as the Board.
SECTION 10.02 NUMBER and QUALIFICATIONS of DIRECTORS. The
minimum number of Directors shall be nine (9). Additional positions may be
created and filled at the Board of Directors meeting, in the manner described
for the appointment of Board Members. Directors shall be General Members in good
standing. The Board of Directors shall consist of the following elected and
appointed Directors:
President, elected
Vice President, elected
Secretary, elected
Treasurer, elected
Car Show Coordinator, appointed
Newsletter Editor, appointed
Activities Coordinator, appointed
Membership Director, appointed
Web Master, appointed
SECTION 10.03 APPOINTED DIRECTORS. These positions will be
filled by General Members appointed by the President and ratified by a majority
vote of the elected Officers. The duties shall be as follows:
CAR SHOW COORDINATOR. This person shall be responsible for
planning, promoting, and organizing the CAR SHOW, subject to approval of the
Board.
NEWSLETTER EDITOR. This person shall be responsible for all of
CCM’s monthly publications. Due to time constraints in printing and mailing
all publications in a timely manner, prior approval by the Board is waived
for this function. Pending Board review that certain materials were
inappropriate or incorrect, withdrawals of statements made or information
deemed incorrect will be rescinded or corrected in following issues.
ACTIVITIES COORDINATOR. This person shall be responsible for all
fundraisers as pertaining to the betterment of the Corporations financial
condition, subject to the approval of the Board. This person shall be
responsible for organizing activities at CCM’s parties, barbecues, picnics,
or any such event, excluding the CAR SHOW, sponsored by CCM.
MEMBERSHIP DIRECTOR. This person shall keep a roster of
Corporation Members, showing the name, address, home and business phone
numbers, date joined, date membership expires, and cars owned. This club
roster shall be the property of CCM and used exclusively for official club
business and shall be updated monthly, or as needed and distributed to Board
Members only. The social roster will contain only that information released
by the members which will only consist of Member/ Co-member name, city, home
phone, email address and cars owned. The Membership Director will maintain
Member nametags and sign-in sheets for Members and guests at each General
meeting. Additionally, the Membership Director is responsible for ordering
and issuing Member t-shirts. All current membership applications will be
kept on file and all past applications shall be kept in archive.
WEB MASTER. This person will maintain and be responsible for the
CCM web site. The Web Master will determine the structure and content of the
web site. The Board of Directors will be responsible for overseeing web site
contents, as necessary.
SECTON 10.04 TERM of OFFICE. Appointed Directors shall serve,
at the discretion of the elected Officers, until the end of the calendar year of
appointment. The exception will be the Car Show Coordinator, who shall be
appointed and serve for one year, commencing at the August Board meeting.
EVENTS CAUSING VACANCY. A vacancy or vacancies on the Board shall
exist on the occurrence of any of the following:
The vote of the elected Officers to remove an appointed Board Member
for excessive or unexplained absences at General and/or Board meetings.
The death or resignation of any Board Member.
The vote of the General Members to remove any Board Member.
An increase in the authorized number of Board positions as determined
by the elected Officers.
Any other event causing a vacancy under the CALIFORNIA NON-PROFIT
MUTUAL BENEFIT CORPORATION laws.
RESIGNATION. Any appointed Board Member may resign, effective
immediately, upon giving written notice to the President or Secretary unless
the notice specifies a later time for the resignation to become effective.
If the resignation of a Board Member is effective at a later time, a
successor may be selected to fill the position when the resignation becomes
effective.
FILLING VACANCIES. Except for vacancies of elected Officers,
vacancies on the Board will be filled in accordance with Section 10.03.
Vacancies of elected Officers will be filled in accordance with Section
9.04C.
In the event of a vacancy, the Board of Directors will assume
responsibility of the duties of the vacant position(s) until filled.
ARTICLE XI
COMMITTEES
SECTION 11.01 STANDING COMMITTEES. All standing committees
shall be composed of General Members in good standing. The chairperson for these
committees will be appointed by the President and be ratified by and will report
to the Board of Directors.
ARTICLE XII
MISCELLANEOUS
SECTION 12.01 ANNUAL REPORTS. The Corporation shall notify each
Member yearly of the Members right to receive a financial report pursuant to
this Section. Upon written request, the Member shall receive the most up-to-date
annual report. An annual report shall be prepared and presented at the Annual
meeting. Such report shall contain the following information in appropriate
detail:
A balance sheet as of the end of such fiscal year.
Any information required by CORPORATIONS CODE, SECTION 58322
regarding indemnification and certain transactions. This report
shall be accompanied by the certificate of an authorized Officer of
the Corporation that such statement was prepared, without audit,
from the books and records of the Corporation. In addition, if this
Corporation engages in transaction or indemnification as set forth
in CORPORATIONS CODE, SECTION 58322, it shall furnish annually to
its Members and Directors a statement of such transaction or
indemnification.
SECTION 12.02 RULES of ORDER. Robert’s Rules of Order Revised
shall govern meetings of the Board and meetings of the Members.
SECTION 12.03 BYLAWS. These Bylaws shall be reviewed annually
by the Board of Directors.
ARTICLE XIII
DISSOLUTION
SECTION 13.01 DISSOLUTION. In the event of a dissolution of the
Corporation, all General Members in good standing shall receive a pro rata
distribution of all assets, exclusive of all those held in charitable trust,
remaining after payment of or provision for the payment of obligations and debts
of the Corporation and the provision for any other payment required under
applicable law.
ARTICLE XIV
AMENDMENTS
SECTON 14.01 AMMENDMENTS. Unless otherwise stipulated in these
Bylaws, new Bylaws may be adopted or these Bylaws may be amended or repealed by
the affirmative vote of a majority of the voting Members. All General Members in
good standing shall be provided a ballot for the purpose of approving or
disapproving amendments to the Bylaws.
WRITTEN CONSENT of DIRECTORS ADOPTING BYLAWS
I, the undersigned, as Secretary of Capital City Mopars Car
Club of California, Incorporated, a California Non-Profit Mutual Benefit
Corporation, and pursuant to authority granted to the Board of Directors by
these Bylaws to take action by unanimous written consent without meeting,
consent to, and hereby do, adopt the foregoing Bylaws, as amended October
15,2002, in accordance with SECTION 14.01 of these Bylaws, consisting of six (6)
pages, as the Bylaws of this Corporation.
Dated: Jan 15, 2003 __ Signature: ________________________________
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