CONSTITUTION & BYLAWS
NORTH TEXAS CORVETTE CLUB, INC.
DENTON, TEXAS
ARTICLE I
SECTION 1.1 REGISTERED AGENT
Kermit Dye
2205 Stonegate
Denton, Texas 76205
Name: North Texas Corvette Club, Inc. (NTCC)
SECTION 1.2 REGISTERED OFFICE
Location: 2205 Stonegate, Denton, TX 76205
SECTION 1.3 HUMAN
RIGHTS LAW
The NTCC and its members shall at
all times observe all federal, state, and local human rights laws, regulations
and ordinances applicable to any NTCC activity, procedure, or practice. No
person may be refused membership, denied office, or be prevented from
participating in any activity because of any fact or circumstances which would
identify that person as one of a protected class of individuals under the human
rights laws, regulations or ordinances of any governmental jurisdiction where
that person resides or in which that NTCC conducts business.
ARTICLE 2
SECTION 2.1 CLUB NAME
The name of the club shall be the North Texas Corvette Club,
Inc. (NTCC)
SECTION 2.2 PURPOSE
This general purpose of this club shall be: To operate as a
non-profit corporation as set forth in the Texas Non-Profit Corporation Act.
The purpose of the club is to encourage planned excursions, events, social
activities, exhibitions and charity events for Corvette owners. Definition of
membership shall be as described in Article 4.
SECTION 2.3 DURATION
Perpetual
SECTION 2.4 MEMBERSHIP
Membership in this club shall be open to Corvette owners.
Classes of memberships are:
2.4.1 Regular
member: A member in good standing who, having paid dues to date, is a whole or
part owner of a Corvette and who holds a valid driver’s license.
2.4.2 Honorary
member: Any person who has earned the esteem of the club and by majority vote
at a regular business meeting is bestowed this honor. Dues for this
member are waived and no voting rights are granted.
2.4.3 Charter
member: Any member who has paid dues within 30 days of the formation of the
club and has no break in membership.
SECTION 2.5 DUES
The dues for membership will be set forth annually, voted
upon and approved by a majority of members at the regular December meeting.
Dues are non-refundable and not prorated. New members joining on or after
October first shall be considered paid for that year and the following
year. Dues are paid on a calendar year basis.
SECTION 2.6 REMOVAL OF MEMBERSHIP
2.6.1 Membership
will lapse if dues are not paid in full after 60 days from the beginning of the
calendar year.
2.6.2 Any member may be removed from club
membership for the following offenses: conduct detrimental to the club,
substantially failing to support the club through volunteer efforts as measured
against the general effort of others, acting in a criminal or reckless manner
either in the operation of a Corvette during a club activity or willfully
exposing the club or other members to legal action.
2.6.3 A request to remove for conduct unbecoming
an officer or member will be presented in writing to the board members of the
club.
2.6.4 The current president will promptly appoint
an Investigative Committee, (made up of 3 people from the general membership)
to investigate the allegations. In
addition, the past President will appoint 2 members from the general membership
to sit with the Board (herein referred to as Membership Decision Board) to hear
and vote on the findings and recommendations from the Investigative Committee.
2.6.5 The Investigative Committee will
investigate the allegations and report findings and recommendations back to the
Membership Decision Board within 30 days.
2.6.6 Removal will only be accomplished by a
majority vote of the Membership Decision Board members as presided over by the
past president. This removal will be permanent.
2.6.7 At the conclusion of the Investigative
Committee’s report, both the Investigative and Membership Decision Board
committees will be dissolved.
SECTION 2.7 RESIGNATION
Resignation shall be accepted provided that the resignee
holds no club property. Letter notice to the secretary is required. The club
officers are responsible for legal action, if any, in the case of substantial
loss of club property.
SECTION 2.8 VOTING RIGHTS
One vote per member in good standing and having paid dues to
date.
ARTICLE 3
SECTION 3.1 ELECTED OFFICERS
The club shall elect from its membership a president, vice-president,
secretary and treasurer.
SECTION 3.2 EXECUTIVE
COMMITTEE
The Executive Committee will be
comprised of three past presidents, the current president and the vice
president. Each retiring president shall accede to a three year Executive
Committee term. The senior past president shall act as the chairman of this
committee.
SECTION 3.3 OFFICER NOMINATIONS
Nominations shall be submitted by members to any officer on
the Executive Committee at any time within 2 months of the scheduled nomination
and announced during the February meeting.
SECTION 3.4 ELECTIONS
Election shall take place at the March regular meeting
through private ballot. The ballots shall be collected by the vice-president,
counted by the president and one member-at-large (who is appointed by the
president), witnessed by the Executive Committee, and recorded by the
secretary.
SECTION 3.5 FAILURE TO
COMPLETE TERM
Office vacated for any reason will cause appointment to be
filled by the choice of the president, for the duration of that term.
SECTION 3.6 ELECTION
TERMS
All elected officers will serve a one-year term or until
their successors have been elected. The
vice-president may not run for re-election. No active member shall hold more
than one elected officer position.
ARTICLE 4
Duties of the officers will include,
but not be limited to:
4.1.1 Elected
Positions
4.1.1.1 President
Preside over all business and board
meetings
Appoint
committees, as necessary, to meet the needs of the club
Maintain and develop relationships
with appropriate sponsors, other car clubs and the community
Provide planning and strategies that
support and further the club’s welfare and future success.
Preside at the board and business
meetings in the absence of the President
Arrange and schedule monthly
business and board meetings
Assist the president when required
Fulfill
the duties as Membership Chairman
Shall
record all minutes and votes of the general business meeting and activity
meetings. Minutes shall be approved by majority vote present.
Keep
the minutes of the business and board meetings and will submit same to the
officers.
Shall
record and maintain a record and whereabouts of all Club inventory
Maintain all officers’ job
descriptions
Maintain the club by-laws
4.1.1.4 Treasurer
Responsible for all payments and
deposits of funds
Keep said funds on deposit in a financial
institution
Maintain
treasury records in a club owned electronic (software) accounting system
Insure
club liability Insurance coverage is accurate and up to date
Complete annual 501C filing
Provide a monthly summary update of
the club’s finances at the monthly general meeting
Make
available for review to the club’s membership the financial status
Maintain
all financial records within the treasurer’s possession at all times
4.1.2
Appointed Positions
4.1.2.1 Activities Director
Chair the Activities Committee
Coordinate
the following events: excursions, auto expositions or shows, dinner cruises and
all other sanctioned activities for official club events
Select
and decide restaurants to attend following monthly business meetings
Responsible for maintaining the club’s
website
4.1.2.3 Executive Committee
The Executive
Committee shall oversee the overall direction of the club regarding the status,
financial condition, bylaws amendments, and other such items for the well being
of the club.
ARTICLE 5
5.1.2 The
business meeting shall be separate from the activities meeting
5.1.3 Meetings will be held at James Wood
AutoPark so long as facility and sponsorship remains significant. Executive
Committee approval must be obtained for business meetings to be held
elsewhere. Permanent change requires a
majority vote of the membership.
ARTICLE 6
6.1.1 All expenditures of
$500.00 or less shall be by the authority of the president.
6.1.2 Expenditures
greater than $500.00 will require approval by a majority vote of those present
at a regularly scheduled business meeting.
ARTICLE 7
SECTION 7.1 CHARITABLE
ASSOCIATIONS
The Executive Committee shall be responsible for identifying
potential recipients of the NTTC benevolence.
ARTICLE 8
SECTION 8.1 INDEMNITY
The club as incorporated shall indemnify all elected
officers and directors against expenses, which arise from any legal action,
civil or criminal, for his or her good faith actions on behalf of the club.
ARTICLE 9
SECTION 9.1 CLUB PROPERTY
All property shall be disposed of in accordance with Article
6.02(3) of the Texas Non-Profit Corporation Act. In no case should any
individual benefit from the dissolution. Assets are to be donated to the club
charity of choice, assuming compliance of the aforementioned act.
ARTICLE 10
SECTION 10.1
AMENDMENTS TO THE BY-LAWS
Amendments to the
by-laws will be by a 2/3 vote of the voting members present at a business
meeting. Amendments to the by-laws will
not be voted on until the meeting following publication of the proposed amendments.
REVISED MAY
2007