By-Laws Of The Sports Car Club of America, Central Kentucky Region, Incorporated
These by-laws consist of Articles I-IX as reviewed by the membership in January 2010.
Article I. Offices
The principal office of the corporation shall be within the Commonwealth of Kentucky. The corporation shall have and continuously maintain a registered office, as required by Kentucky non-profit corporation law KRS-273. The registered office and agent may be changed from time to time by the Board of Directors.
Article II. Members
Section 1. Classes of members. Member classification is in accordance with those rules set forth by the national SCCA organization. Additionally, a member of the national SCCA organization may be a dual member of the Central Kentucky Region by payment of regional annual dues and have full rights and privileges in accordance with SCCA national by-laws. Members of other regions may become associate members of CKR for a small fee. Such fee will be determined by the Board of Directors and then posted on the website. Associate members are eligible for year-end trophies, subject to the same rules and regulations as other members.
Section 2. Certificates of membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the region, which shall be in such form as may be determined by the Board.
Section 3. Voting rights. Each member age 15 or older shall be entitled to one vote on each matter submitted to a vote of the members.
Section 4. Termination of membership. A member will no longer be considered an active member when his or her membership dues become past due.
Section 5. Discipline or expulsion. The Board of Directors may by majority vote discipline or expel any member for cause, after the Board has given the member seven (7) days notice of proposed action against him or her and has given him or her the opportunity of a fair hearing. If a member has been expelled from the region, he or she may reapply to the Board after 12 months. Any unearned fees or dues paid shall be forfeited to the region.
Article III. Meetings of the Members
Section 1. General membership meetings. The organization will hold an annual meeting of the membership to conduct the business of operating the corporation. General membership meetings are open to members and guests unless specified by the members.
Section 2. Special meetings. Special meetings of the members may be called by the Regional Executive, the Board of Directors, or not less than 25% of the members with voting rights. The secretary shall at least three (3) days prior to such meetings give notice to the members of the time and place of the meeting and the purpose for which it was called. Special meetings of the membership are open to members and guests, unless specified by the members. A majority of Board members can call for executive session in any Board meeting to discuss matters pertaining to a specific member.
Section 3. Notice of meetings. Written notice stating the place, day, and time of any meeting of members shall be delivered via the website, personally or by mail to each member entitled to vote at such a meeting, not less than ten and not more than 50 days before the date of the meeting.
Section 4. Manner of action. A majority of votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these by-laws.
Section 5. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.
Section 6. Quorum. The members holding one tenth (1/10) of the votes which may be cast at any meeting shall constitute a quorum at such meeting.
Section 7. Electronic Voting. Eligible members may vote on membership business by electronic means from time to time, as determined by the Board of Directors.
Article IV. Board of Directors
Section 1. General powers. The Board of Directors shall manage the affairs of the region. The board shall have overall supervision of the officers.
Section 2. Number, tenure, and qualifications of directors. The number of directors shall be eight, made up of four officers and four board members. All officers shall hold office for one year, or until their successors are elected and installed. All officers and board members shall be members in good standing when elected and throughout the term of office.
Section 3. Meetings. The Board of Directors shall meet on regular basis to discuss and conduct the business of the region. Board meetings are open to directors, members, and guests of the board, unless specified by the members.
Section 4. Special meetings. Special meetings of the Board of Directors may be called by or at the request of the regional executive or any two directors. Special meetings of the board must be held within the territory of the Central Kentucky Region, SCCA.
Section 5. Notice. Notice of any special meeting of the board shall be given at least ten days prior thereto by written or verbal notice to each director via email, personally or snail mail.
Section 6. Manner of acting. The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these by-laws.
Section 7. Quorum. Five voting members of the Board of Directors shall constitute a quorum for the transaction of business at any board meetings.
Section 8. Finality of an act of the Board of Directors. Any act of the Board of Directors in the exercise of its powers conferred herein or in the operating procedures shall be final, unless a written protest by 25 (twenty-five) percent of the membership be filed with the secretary within ten days after the first meeting of the organization after which the action was taken and at which such action was reported to the membership. Any protested board action shall be null and void until the matter is submitted to a vote by the membership at the next meeting of the organization as provided by the by-laws. Action by the majority of the members shall govern.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors caused by death, resignation, removal, disqualification, or otherwise may be filled by the recommendation of the Regional Executive and a majority vote of the remaining directors, though possibly less than a quorum. The director elected to fill the vacancy shall serve the remainder of his or her predecessor’s term in office.
Article V. Officers and Board Members
Section 1. Officers. The officers of the region shall be the Regional Executive, the Assistant Regional Executive, the Secretary, and the Treasurer.
Section 2. Election. The officers and board members of the region shall be elected by the membership at the November meeting. If the election of the officers is not held at such meeting, the election shall be held as soon thereafter as conveniently possible.
Section 3. Regional Executive (RE). The Regional Executive shall preside over meetings of the region, conduct elections, appoint committees and be the Chief Executive Officer for the region. The RE shall, with the advice and consent of the Board of Directors, appoint and/or dismiss committee chairpersons. The RE shall be responsible for the filing of the income tax returns and reports for the tax year of his or her term of office. The RE shall also annually update the region’s charter with the Commonwealth of Kentucky and the SCCA national office. The RE shall be responsible for selecting the committee to conduct the annual financial review.
Section 4. Assistant Regional Executive (ARE). The ARE shall be responsible for coordinating, entertainment and social functions of the region. The ARE shall also be ex-officio the first assistant to the RE and shall, in the absence of the RE, preside over the meetings.
Section 5. Secretary. The Secretary shall keep minutes of all of the meetings of the Board of Directors and the membership. The secretary shall handle all correspondence of the region, and also inform the membership of the general and special meetings (which may be done in the newsletter).
Section 6. Treasurer. The Treasurer shall be the custodian of any funds of the region. The treasurer shall maintain the financial records and make monthly reports to the board and at least an annual report to the membership. The treasurer shall also assist the RE with the tax reports. The treasurer shall be bonded.
Section 7. Board members. Board members shall be elected to hold office for two years. The terms shall be staggered to provide for the annual election of two board members. A board members duty includes voting and decision making in the operation of the region and serving on and chairing committees as needed.
Section 8. Reports of officers. All elected officers shall make periodic reports to the board.
Section 9. Installation of directors. The installation of the Board of Directors shall take place at the first meeting of the board in the following year.
Section 10. Transfer of records. All directors and committee members shall have 30 days from the end of their term or assignment to transfer all records and reports to their successors.
Article VI. Contracts, Checks, Deposits, and Funds
Section 1. Contracts. The Board of Directors must authorize any director or agent of the region to enter into any contract or execute and deliver any instrument in the name of and on behalf of the region. Such authority may be general or confined to specific instances.
Section 2. Checks, etc. All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the region, shall be signed by the director or agent of the region in such manner as may be determined by resolution of the board.
Section 3. Deposits. All funds of the region shall be deposited to the credit of the region in such banks, trust companies or other depositories as the board may select.
Section 4. Gifts. The board may accept on behalf of the region any gift, bequest or device for the general or for any special purpose of the region.
Section 5. Financial Review. At least once during each calendar year, a financial review shall be conducted. The Treasurer shall make all financial records available for the review. The review shall be conducted by a committee composed of at least three persons selected by the RE and approved by the Board of Directors.
Section 6. Expenditures. Expenditures over $2,500 must be approved by the membership as specified in Article III, Section 4.
Article VII. Insignia and Paraphernalia
Section 1. Permanent ownership by the region. All insignia and paraphernalia bearing the name or emblem of the region shall be the property of the region and must be returned to it on demand of the treasurer or repayment to the treasurer of the purchase price thereof.
Article VIII. Awards.
Section 1. Qualification for annual awards. For the purpose of receiving any year end award, the individual must be a member of the Central Kentucky Region SCCA at the time the award was earned. Two events prior to membership may be counted toward an annual award.
Section 2. Event awards. Awards at regional events shall be dispersed according to national SCCA guidelines or a program established by the event organizer with the consent of the board of directors.
Section 3. Special awards. Any special awards may be given and governed by the Board of Directors.
Article IX. By-law Amendments.
Section 1. Manner of Action. An amendment to the by-laws requires a 2/3 majority vote of members present or represented by proxy at a special membership meeting as specified in Article III.