Bylaws of Jaguar Owners Club of Oregon
ARTICLE I PURPOSES
To encourage a spirit of mutual interest and assistance among Jaguar owners; to promote better driving and road safety; to promote public interest in motoring and motor sports; to provide funds to worthy causes.
ARTICLE II OFFICES
The Corporation shall have and continuously maintain in this state a registered office and a registered agent whose-office is identical with such registered office, and may have other offices within or without the state of Oregon as the Board of Directors may from time to time determine.
ARTICLE III MEMBERS
SECTION I. ELIGIBILITY.
A. Eligibility for both dual and single membership in this club shall be contingent upon ownership of a Jaguar automobile. However upon the loss or transfer of ownership of such Jaguar automobile the membership based on such ownership shall become an Associate membership ( See B & C below). Upon the acquisition of another Jaguar ownership the associate membership shall revert to a regular membership. (Dual membership is defined as persons living at the same address.)
B. Any member of this Club, or any member of a recognized Jaguar Club may become an Associate member in this Club. Ownership of a Jaguar is not required.
C. An Associate member shall be governed by the same rules and regulations and entitled to the same benefits as regular members, save and except that associate members shall not be entitled to vote or hold office.
D. All persons who pay monies to the Jaguar Owners Club of Oregon for the privilege of joining together with British automobile enthusiasts at the All British Field Meet are Associate members of the Jaguar Owners Club of Oregon. They shall have the same privileges as other Associate members of the club.
SECTION II. ELECTION OF MEMBERS.
Members shall be elected by the Board of Directors. An affirmative vote of two-thirds of the directors shall be required for election.
SECTION III. VOTING RIGHTS.
Each membership (single or dual) shall have one vote on each matter submitted to a vote of the members.
SECTION IV. TERMINATION OF MEMBERSHIP.
The Board of Directors by affirmative vote of of two-thirds of all members of the board may suspend or expel a membership for cause, for ineligibility or for failure to pay dues. If a member resigns, they must pay accrued dues or assessments. The Board of Directors may by an affirmative vote of two-thirds also reinstate a former member on terms the board may deem appropriate.
SECTION V. RESIGNATION.
Any member may resign at their request but such resignation shall not relieve the member of the obligation to pay all dues, assessments or other charges accrued and unpaid.
SECTION VI. REINSTATEMENT.
At the request of a former member the Board of Directors may by affirmative vote of two-thirds of the Directors reinstate such former member upon such terms as they may deem appropriate.
SECTION VII. TRANSFER OF MEMBERSHIP.
Membership in this Corporation is not transferable or assignable.
ARTICLE IV MEETING OF MEMBERS
SECTION I. ANNUAL MEETING.
An annual meeting of the members shall be held in the month of January each year, beginning with the year 1978, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the annual meeting is not held at the designated time, the President or the Board of Directors may call the annual meeting at a time fixed by them not more than sixty days after the date herein above set by proper notice designating the meeting as the annual meeting. If the annual meeting is not held at the designated time or during the sixty day period thereafter the annual meeting may be called by members having one-tenth of the votes entitled to be cast at the meeting. In such event notice shall be given not more than fifteen days after the expiration of such sixty day period.
SECTION II. SPECIAL MEETINGS.
Special meetings of members may be called either by the President, the Board of Directors, or not less than one- tenth of the members having voting rights.
SECTION III. MONTHLY MEETINGS.
Because of the social purpose of this Club, monthly meetings such as dinner or social meetings of all members to which guests may be invited, shall be held whenever possible at such time and place to be set by the President, Board of Directors or Activities Chairperson.
SECTION IV. PLACE OF MEETING.
The President or Board of Directors may designate any place, either within or without the State of Oregon, as the place of meeting for annual, special or dinner meetings called by them. If no designation is made and all the members shall meet at any time and place, either within or without the State of Oregon and the majority consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any
SECTION V. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than five nor more than forty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the persons
calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting and its purpose shall be deemed delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the Corporation, with postage prepaid.
SECTION VI. INFORMAL ACTION BY MEMBERS.
Any action required to be taken at a meeting of the members of the Corporation, or any other action which may be taken at a meeting of the members, setting forth the action so taken, shall be recorded indicating the results of the vote by the members entitled to vote with respect to the subject matter thereof.
SECTION Vll. QUORUM (MEMBERSHIP)
A total of one-tenth of the total votes which may be cast by the total membership shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of the voting members present may adjourn the meeting without further notice.
SECTION VllI. PROXIES
At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized representative. No proxy shall be valid after two months from the date of
its execution unless otherwise stated in the proxy.
ARTICLE V BOARD OF DIRECTORS
SECTION I. GENERAL POWERS.
The board will manage the affairs of the Corporation.
SECTION ll. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors shall be nine (9), as follows:
A. Three new directors shall be elected each year for a three year term, so that there shall be on the board three members with a three year term, three with a two year term, and three with a one year term.
B. Each director shall hold office until the annual meeting three years after their election, when their successor is elected.
SECTION III. REGULAR MEETINGS.
A regular meeting of the Board of Directors shall be held immediately after and at the same place, as the annual meeting of members.
SECTION IV. SPECIAL MEETING.
Special meetings of the board may he called by the President or any two Directors at any place in or out of Oregon. A notice of any special meeting of the board shall be given at least two days in advance, personally or by mail.
SECTION V. VACANCIES.
Any vacancy in the Board of Directors shall be filled by the board. A new director shall fill the unexpired term of their predecessor.
SECTION VI. COMPENSATION.
Compensation shall not be given the directors as salary, but a fixed sum for expenses may be allowed.
ARTICLE VI OFFICERS
SECTION I. OFFICERS.
There shall be, President, Vice President, Secretary and Treasurer.
SECTION II. ELECTION AND TERM OF OFFICE.
Officers shall be elected annually by the Board of Directors at the annual meeting of the board. Each officer shall hold office until their successor has been elected and qualified.
SECTION III. REMOVAL.
Any officer may be removed by the Board when it judges the best interests of the Corporation will be served there-by.
SECTION IV. VACANCIES.
A vacancy in any office, for any reason, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION V. PRESIDENT.
The President, principal officer, shall preside at directors, special and general meetings, sign necessary papers, in general perform all duties incident to the office or as prescribed by the board. The term limit for President shall be two consecutive years.
SECTION VI. VICE PRESIDENT.
The Vice President shall perform the duties of the president in his absence, or the duties assigned by the President or Board of Directors. Vice President will automatically be a candidate for President, but will not automatically be President.
SECTION VII. SECRETARY.
The Secretary shall keep the minutes of meetings of the members or the Board of Directors, keep a list of members and their addresses, and perform all duties incident to the office.
SECTION VIII. TREASURER.
The Treasurer shall be responsible for all funds, receive and give receipts for money due or payable, deposit all funds in such banks of depositories as shall be selected and perform all duties incident to the office.
ARTICLE VII COMMITTEES
SECTION I. COMMITTEES.
The Board of Directors, by two thirds vote may designate one or more committees, each of which shall consist of two or more members of the Corporation. One of the members of the committee will be appointed chairperson.
SECTION II. GENERAL POWERS.
Any committees designated will perform the duties as outlined by the Board of Directors but shall not operate to relieve the Board or any individual Director of their responsibilities.
SECTION III. TERM OF OFFICE.
Each committee and each member of the committee shall continue for what ever period of time designated by the Board of Directors but not beyond the next annual meeting of the members of the Corporation. Should the need for a committee be for a longer period of time, then the new Board of Directors established by the annual meeting of the members of the Corporation shall by two thirds vote establish the committee and appoint the members of the committee.
SECTION IV RULES.
Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
ARTICLE: VIII CONTRACTS, CHECKS, DEPOSITS & FUNDS
SECTION I. CONTRACTS.
The Board of Directors may authorize any two offices or agents, jointly of the Corporation, in addition to the officers authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of the Corporation and such authority may be general or confined to specific instances.
SECTION II. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by two officers or agents of the Corporation and in such manner as determined by two thirds or more of the Board of Directors. In the absence of such detennination, such instruments shall be signed by the treasurer and countersigned by the Secretary of the Corporation.
SECTION III. DEPOSITS.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
SECTION IV. GIFTS.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general or special purpose of the Corporation.
ARTICLE IX CERTIFICATE OF MEMBERSHIP
SECTION I. CERTIFICATES OF MEMBERSHIP.
The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and shall be sealed with the seal of the Corporation. The name and address of each
member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
SECTION II. ISSUANCE OF CERTIFICATES.
When a member has been elected to membership and has paid any initiation fee and dues that may be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary, if the Board of directors shall have provided for the issuance of certificates of membership under the provisions of Section I of this article.
SECTION III. BADGES.
Each member shall be entitled to a suitable membership badge, or plaque for display purposes on his Jaguar automobile; car badges shall be sold at cost to members, for display on the Jaguar automobiles.
ARTICLE X BOOKS & RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors. and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member. or his agent, or attorney for any proper purpose at any reasonable time.
ARTICLE XI FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each Year.
ARTICLE XII INITIATION FEES AND ANNUAL DUES
SECTION I. INITIATION FEES.
The initiation fee of the Corporation shall be ten dollars ($10.00) payable upon notice from the Secretary to a prospective member that his application for membership has been accepted as provided in Article III.
SECTION II. ANNUAL DUES.
Annual dues of this Corporation are due and payable in advance of January 1 of each year.
SECTION III. DEFAULT AND TERMINATION OF MEMBERSHIP.
When any member shall be in default in the payment of dues for a period of 30 days from Dec. 31st, their membership may be terminated by the Board of Directors as provided in Article III of these by-laws.
ARTICLE XIII SEAL
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Oregon.”
ARTICLE XIV WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Law of Oregon or under the provisions of the articles of in Corporation or the by-laws of the Corporation, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV AMENDMENTS TO BYLAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the members present at any regular meeting or at any special meeting provided that at least ten days’ written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.