THE
BY-LAWS
OF
THE
As Approved by the Membership May 9, 2005
ARTICLE I. NAME, OBJECTIVES, AND
COMPOSITION
SECTION 1.
NAME. The name of the organization shall be The Vicksburg Cruisers Car Club,
incorporated under the laws of the State of
SECTION 2. OBJECTIVES. The objectives of the Club shall be to (1) have family fun and recreation with all types of automobiles, trucks, and other vehicles, (2) engage in sponsoring and conducting automobile shows for the public, (3) restore vehicles for future generations, and (4) work in the community to support one or more charitable organizations. The Club will engage in any business whatsoever which may be deemed advantageous for the financial welfare or growth of the Club or to help support a charitable organization.
SECTION 3. COMPOSITION. The Club shall be composed of individuals (regardless of race, sex, religion, or nationality) who are interested in the Club's objectives.
ARTICLE II. CODE OF ETHICS
SECTION 1. CODE OF
ETHICS . Each member, in striving to meet the
objectives of the Club, pledges to:
1.
Subscribe to the highest standards of integrity and conduct.
2.
Disseminate information to promote understanding of and appreciation of
all types of automobiles.
3.
Strive to increase knowledge and skills of all members in auto
mechanics.
4.
Employ safe, well-engineered construction techniques when working on
vehicles.
5.
Work in a safe manner and environment.
6.
Maintain vehicles in
good, road worthy condition. Safety
equipment, such as seat belts and a fire extinguisher, is recommended on all
Club members’ vehicles.
SECTION 2. ENFORCEMENT. Violations of the code of ethics by a member may result in suspension from membership in the Club (See Article VIII, Section 6).
ARTICLE III - OFFICIAL
EMBLEM
SECTION 1. DESCRIPTION. The official emblem of the Club shall consist of a 6 foot long by 3 ft. wide pink banner with the outline and mounting holes of a license plate in black. The words "The Vicksburg Cruisers Car Club" shall be printed in block style letters with rounded corners leaning toward the right. The letters shall be blue with a narrow yellow stripe on the left edge. In the upper right hand corner will be the outline of the south end of a 30's era coupe headed north. The coupe is blue with yellow bumpers with a pink license tag with the word "Croozin" inscribed upon it.
SECTION 2. USE OF THE CLUB EMBLEM. The official Club emblem may be used and displayed by any member in good standing with the Club.The official emblem is the property of the Club.
ARTICLE IV - EXECUTIVE
OFFICES
SECTION 1.The Executive office for the Club is hereby
fixed and located in the
ARTICLE V - PERSONAL
LIABILITY
SECTION 1. Neither the members of the Club, the Board of Directors, nor the Officers, present or future, shall be held personally liable for any claim, damage, or debt against the Club or its members.
SECTION 2.No member of the Club shall have the right to individual proceeds of the Club's assets or property (See Article XVIII).
ARTICLE VI -
OFFICERS
SECTION 1.TYPE OF OFFICERS.The Officers of the Club shall be President, Vice-President, Secretary/Treasurer, and Editor/Co-Editors. Officers shall serve one year. The Vice-President shall succeed the President when the President's term has been served.Nominees for the Offices of President, Vice-President, Secretary/Treasurer, and Editor/Co-Editors must be active members in good standing of the Club. The Editor/Co-Editors and Secretary/Treasurer may be re-elected.The President, Vice-President, Secretary/Treasurer, and Editor/Co-Editors shall be elected by active members in good standing of the Club.
SECTION 2.REMOVAL AND RESIGNATION.Any officer may be removed for just cause by a three-fourths affirmative vote of a quorum of active members present at any regularly scheduled meeting (See Article IX, Section 3).Any officer may resign at any time by giving written notice to the Board of Directors, President, or Secretary of the Club.Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in the By-Laws for regular election or appointment to such office. All vacancies must be filled within two months of the effective date of resignation.
SECTION 4. All elections will be held during the regular December meeting and officers will be installed during the January business meeting.
SECTION 5. All officers shall have the right to vote with the assembly and to debate questions the same as any other member.
ARTICLE VII - DUTIES OF
OFFICERS
SECTION 1. PRESIDENT - The President shall be the Chief Executive Officer of the Club and shall, subject to the control of the active membership, have general supervision, direction, and control of the business and affairs of the Club. He shall preside at all meetings of Club members and Board of Directors meetings. The President shall sign all contracts and other instruments in writing, provided, however, that all contracts and instruments in writing must first be approved by the active membership or the Board of Directors.
SECTION 2. VICE-PRESIDENT - The Vice-President shall perform all the duties of the President in his absence, and when so acting shall have all the powers and restrictions of the President as set forth in Section 1. The Vice-President will also act as activities chairman and preside at activities during regular meetings. These activities will be other than the regular duties of Vice-President.
SECTION 3. SECRETARY/TREASURER - The Secretary/Treasurer shall attend all meetings of the members and the Board of Directors, record the minutes of meetings, and give notice of meetings. He shall keep a correct accounting of the Club's business transactions, control of valuable papers, books, and tools of the Club. He shall deposit all monies and other assets as designated by the Club. He shall disburse the funds of the Club and give an accounting of the Club's assets and liabilities upon request from any other Club officer or member in good standing. No obligation, debt, or other liabilities shall be incurred by the Secretary/Treasurer without specific approval of the Club or the Board of Directors.
SECTION 4. EDITOR/CO-EDITOR. The Editor or Co-Editor shall gather all information concerning the activities of the Club and its members and publish such information as a monthly newsletter. The newsletter should be published on or before the last Friday of every month (ie., before the monthly cruise night).
ARTICLE VIII - MEMBERSHIP
SECTION 1. There shall be four (4) classes of Club membership:
1. ACTIVE MEMBER - Any person interested in promoting the objectives of the Club. Active members are entitled to all Club privileges, including the right to vote with the assembly. To become a member of the Vicksburg Cruisers Car Club:
(a) You must attend four club functions.
(b) You must
have a driveable pre-1972 special interest automobile. Any 1972 or newer special interest
vehicle must be approved by the board of directors.
(c) Be
willing to place said auto in Club sponsored shows.
(d) Be sponsored by a club
member of good standing. Each
club member may only sponsor one new member per year.
2. CHARTER MEMBER - A person who became affiliated with the Club on or before April 1, 1987.
3.
SEMI-ACTIVE MEMBERS – Members who live outside
of a fifty (50) mile radius of
4. HONORARY MEMBER - An Honorary Membership can be given to any individual or family that makes a significant contribution to the Club by means of participation in Club activities and/or
projects. Honorary Members will not be required to pay annual dues and will be entitled to all Club privileges, excluding the right to vote with the assembly and serve as officers. To become an Honorary Member of the Vicksburg Cruisers Car Club:
(a) The individual must be unable to be an active member of the Club for valid reasons such as, but not limited to, out of town/state residence or work schedules.
(b) The individual has participated in various Club activities and projects during the year and/or has benefited the Club and it's members by providing assistance in various forms.
(c) Sponsorship for Honorary Membership must be made by a Club member of good standing, with the sponsoring member listing the qualifications for membership.
(d) An Honorary Member can become an active member at any time upon payment of annual dues. If an Honorary Member becomes available to attend the regular meetings, the individual is required to become an active member at the earliest convenience or forfeit the Honorary Membership.
SECTION 2. APPLICATION. Application for Club membership shall be in writing, filed with the Club Secretary/Treasurer and accompanied by dues for the current year.
SECTION 3. ACCEPTANCES. By majority vote of the Club Members or Board of Directors during a regularly scheduled business meeting or other Club activity.
SECTION 4. RESIGNATION. Any member may resign upon notification to the Secretary/Treasurer and such resignation shall be effective upon receipt, provided his indebtedness to the Club, if any, is paid in full.
SECTION 5. SUSPENSION, EXPULSION, REINSTATEMENT BY THE SECRETARY/TREASURER FOR NONPAYMENT OF DUES. Any member will be suspended by the Secretary/Treasurer for nonpayment of dues after March 1. Suspension by the Secretary/Treasurer for non-payment of dues will be automatic. A member suspended for nonpayment shall be automatically reinstated within that calendar year providing he/she pays the delinquent amount that caused the suspension plus an additional $10.00 penalty for late dues. If a former Club member reapplies for membership anytime after the delinquent calendar year, the former Club member must meet all rules of membership as stated in the current By-Laws.
SECTION 6. SUSPENSION, EXPULSION, REINSTATEMENT BY THE BOARD OF DIRECTORS. The Board of Directors shall have summary power by a majority vote of its members to suspend, or to expel and terminate the membership of any member from the Club for conduct which in its opinion disturbs the order, dignity, business, harmony, or impairs the good name, popularity, goodwill, or prosperity of the organization, or is likely to endanger the welfare, interest, or character of the organization, or for nonpayment of dues, or for any conduct in violation of these By-Laws, or the rules and regulations of the Club which may be made from time to time. Such action by the Board of Directors may be taken at any meeting of such Board. The proceedings of the Board of Directors in such a matter shall be final and conclusive.
After the expiration of the time set forth in any suspension by the Board of Directors, the suspended member may petition the Board of Directors for reinstatement. A three-fourths affirmative vote of active members present at any regularly called Club meeting shall be required to pass such reinstatement. The Board of Directors recommends following the Code of Ethics (See Article II, Section 1).
ARTICLE IX - MEETING OF THE MEMBERS
SECTION 1. MONTHLY
MEETING. The monthly meeting of the Club members shall be held on
the second Monday of each month at 7:00 p.m. Monthly Club meetings may be
used as needed to conduct business and/or work on Club or member(s)
projects. Quarterly business meetings will be held January, April,
July, and October of each year.
SECTION 2. NOTICE. A written or printed notice stating the purpose, place, date and hour of special meetings shall be mailed by the Secretary/Treasurer or Editor/Co-Editor to each Active Member in good standing at least five (5) days prior to, but not more than thirty (30) days prior to said meeting.
SECTION 3. QUORUM. At all meetings of the Club, at least five (5) members in good standing constitute a quorum entitled to conduct legal business of the assembly.
SECTION 4. VOTING. Each voting member in good standing shall be entitled to one (1) vote per family at any monthly meeting. The use of proxies at any membership meeting or Board of Directors meeting of this Club will be allowed, and the proxy authorization must be in writing and signed by the absent member. A proxy shall not be considered to represent a member at the meeting for the purpose of constituting a quorum.
SECTION 5. PROCEDURE. Roberts Rules of Order will be applied during meetings to effect parliamentary procedures, unless otherwise amended and provided for in the By-Laws.
SECTION 6. ORDER OF BUSINESS. The order of business for all meetings of the Club and Board of Directors is as follows:
1. Call to order.
2. Roll call (to constitute a quorum).
3. Introduction of visitors.
4.
5. Reading of correspondence.
6. Secretary/Treasurer's report.
7. Committee reports.
8. Unfinished business.
9. New business.
10. Announcements.
11. Adjournment.
ARTICLE X - BOARD OF DIRECTORS
SECTION 1. ELECTION OF THE BOARD. The Board of Directors shall consist of the President, Vice-President, Secretary/Treasurer, Editor and Co-Editors and a number of members so that the Board of Directors totals seven (7) members. Nominees for the Board of Directors shall be by a quorum of members in good standing and elected by the quorum of active members present and in good standing (See Article IX, Section 3). The term of office shall be one (1) year.
SECTION 2. VACANCIES. A vacancy shall be deemed to exist in the case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased by amendment of these By-Laws. A vacancy or vacancies shall be filled by a majority vote of a quorum of members during the next regularly scheduled business meeting. Such member or members so elected shall hold office for the term of the Director he/she replaces.
SECTION 3. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.
SECTION 4. PLACE OF MEETING. Regular meetings of the Board of Directors shall be held at any place, which has been designated from time to time by consent of a majority of the Board.
SECTION 5.
REGULAR MEETINGS. The Board of Directors shall hold at
least two (2) regular meetings during each fiscal year.
SECTION 6. SPECIAL MEETINGS. A special meeting of the Board of Directors for any purpose may be called at any time by the President or by any Director, and notice given to each Director of such a meeting.
SECTION 7. NOTICE. Written notice of the time and place of regular and special meetings of the Board of Directors shall be delivered personally or sent to each Director by mail or other form of communication, charges prepaid, addressed to him/her at his/her address as it is shown upon the record of the Club. Notices must be given, telephoned, or mailed at least five (5) and not more than thirty (30) days prior to any regular or special meeting.
SECTION 8. QUORUM. Four (4) members of the Board of Directors and/or Officers shall be necessary to constitute a quorum for the transaction of business except to adjourn.
SECTION 9. ATTENDANCE. Directors shall notify the President as soon as practicable if unable to attend a Director's meeting.
SECTION 10. FEES AND COMPENSATION. Directors shall not receive any compensation, fee, or salary for their services as Directors but by resolution of the Board, compensation may be allowed to any Director for any monies or expenses actually incurred and paid by any Director for the benefit of the Club.
ARTICLE XI - POWERS OF DIRECTORS
SECTION 1.
The Board of Directors shall have power to call meetings of the Club when
it deems it necessary to conduct, manage, and control the affairs, relations,
and business of the Club, and to make rules not inconsistent with the laws of
the State of
ARTICLE XII -
CONTRACTS
SECTION 1. The active membership, except as the By-Laws otherwise provide, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Club, and any such authority may be general or special, and unless so authorized by the active membership, no Officer, agent or employee shall have any person or authority to bind the Club by any contract or agreement or to any monetary amount.
ARTICLE XIII - INSPECTION OF
BY-LAWS
SECTION 1. The Club shall keep in its principal office the original (or a copy of) the By-Laws as amended or otherwise altered to date, which shall be open to inspection by the members at all reasonable times.
ARTICLE XIV - REVENUES
SECTION 1. DUES. Membership dues shall be twenty-five dollars ($25) per year. Dues may be changed by a two-thirds majority vote during a regularly scheduled business meeting where a quorum of five (5) members is present.
SECTION 2. WHEN DUE/WHEN DELINQUENT. Dues shall be payable on January 1 each year. Dues are delinquent if not paid by March 1. Dues paid after March 1 will be assessed with a $10.00 late penalty. Persons becoming members after 1 March will pay dues prorated for the remainder of the year.
SECTION 3. WAIVING OF DUES. The yearly payment of membership dues can be waived by a two-thirds majority vote during a regularly scheduled meeting. This waiver of dues would apply only to those active members of good standing whereby the payment of dues could add to an extreme financial hardship caused by an extensive illness or by other mitigating circumstances as determined by the Board of Directors.
ARTICLE XV -
AMENDMENTS
SECTION 1. BY MEMBERS. New By-Laws may be adopted or these By-Laws may be amended or repealed by a two-third-majority vote during any regularly scheduled business meeting where a quorum of five (5) is present. Said changes must be presented to all active members and voted on at the next scheduled meeting.
ARTICLE XVI - CLUB OWNED TOOLS
AND EQUIPMENT
SECTION 1. CLUB TOOLS AND EQUIPMENT RULES.
1.
The Club's tools and equipment are to be used by Club members "ONLY" for
work on their or the Club's projects.
Commercial use (that means making money) is
prohibited.
2
VCCC’s tools, equipment, files, banners, ect., will be stored in a
designated central rental location to be paid for by Club funds in yearly
rents. Keys will be held by the
Club officers (President, Vice-President and Secretary).
3.
All equipment will be logged in or out by one of the Officer/key
holders. Members are responsible
for picking up and returning the tools and equipment to storage. Members will sign the tools and
equipment check in/out sheet prior to removing and after returning said tools
and equipment. Member will arrange
with one of the key holders a time to open the storage unit and the VCCC
Secretary should be informed each time such tools or equipment are checked
in/out to keep the master log updated.
4. The tools and equipment can be checked out for the length of time needed. However, each member that has signed out tools and equipment for an extended period should ensure that other members are not waiting to use the tools and equipment. Please be courteous of the other member’s right to use the tools and equipment. A member using the tools and equipment is responsible for the operating condition of the equipment (if you break it, you fix it) and have the equipment available on work nights.
5. A member using the mig-welder is responsible for replacing the wire, CO2, tips and nozzles when necessary. Each member should have a supply of tips and nozzles since those items are the most easily damaged.
6. If the mig-welder is returned without CO2 or wire, the member returning welder will be required to replace wire and fill the tank with CO2.
7. A member using the chop saw is responsible for replacing the blade when needed.
8. Remember, tools and equipment are the property of the Club. Use it in good health and respect each member's right to use it. Also, remember to use it safely. If you don't know how to use it, ask another member that does, or simply read the instructions. It's always better to read the instructions first and then get someone to help you get started.
SECTION 2. ACCOUNTABILITY. The Club
Secretary is accountable to the membership for the tools and
equipment.
1.
The Club secretary
will keep an inventory and at each monthly meeting ask the membership for an
accounting of tools and equipment.
2. All serial numbers and a description of tools and equipment shall be documented and this information maintained by the Secretary/Treasurer.
3. All Club tools and equipment shall be permanently identified with the Club name or initials (VCCC).
ARTICLE XVII - DISSOLUTION OF
THE CLUB
Upon dissolution of the Club, the Executive Board of Directors shall sell all Club owned tools and equipment at fair market value, and all of the proceeds, in addition to any monetary assets in the Treasury, will be distributed to a recognized local charitable organization, as designated by the remaining Club members in good standing.
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