River City Corvette Club, Inc.

By-Laws & Constitution

As revised and approved. 09/05/2005

ARTICLE I: Name and Purpose

Section 1.

      The Name of the club shall be: River City Corvette Club, Inc. Referred to in these Bylaws as RCCC.

Section 2.

      The purpose of the club shall be:

A. Promote the Corvette hobby and provide the catalyst for members to meet, associate, form new and continuing friendships and have fun.

B. Sponsor, sanction and promote automotive events and social activities among members and other enthusiasts.

C. Support charity and civic events at the local and national level.

D. Support the National Corvette Museum.

          Our Vision:

Our vision is to increase the Corvette experience in new and exciting ways that will enhance the benefits of club membership to current members, encourage new members and capture the minds of future owners.

ARTICLE II: Membership

Section 1.

Categories of membership shall be:

A. Owner/member: Shall not exceed two people per Corvette, and being 18 years of age or older who own or possess a Corvette. If an owner/member subsequently disposes of their Corvette, they may      retain full membership for the remainder of that year.

B. Honorary Member: Those persons or organizations whose interest in, and support of or contribution to the club merit such recognition. Voted on, and passed by 2/3s or more of the general voting membership. Re-voted annually.

C.   Founding Member: Those persons who founded the RCCC.  Such members hold a place of respect and honor among all club members and as Founding Members are not required to pay dues to remain or become Active Members of the Club.  Founding Members must meet all Active Member requirements in order to retain the same rights and privileges as all other active members, such as voting, and are otherwise subject to all other rules and regulations applicable to membership under these bylaws. 

 The Founding Members are (alphabetically):

David and Linda Bonner

Dave Clark

Tommy Ellison

Charles and Johnny Johnson

Robert and Sue Hancock

Angela McJunkin

Jerry and Alice Ray

Gene Willingham

Robert and Kenny Talley

D. The board of directors will review and rule on any extraneous   membership circumstances.

Section 2.

      Resignation: Any member may resign upon notification to the Secretary and such resignation shall be effective upon receipt by the Secretary.

Section 3.

      Suspension, Expulsion, Reinstatement by the Board of Directors: The Board of Directors shall have summary power by a vote of a majority of its members, to suspend or expel and terminate the membership of any member for conduct which, in its opinion, disturbs the order, dignity, business or harmony, or impairs the good name, popularity, good will or prosperity of the organization, or which is likely to endanger the welfare, interest, or character of the organization, or for non-payment of dues, or for any conduct in violation of these By-laws or of the rules and regulations of the RCCC which may be taken at any such meeting of such Board. This requires a procedure, which is fair and reasonable. This generally requires not less than 15 days notice to the affected member and an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of action. The proceedings of the Board of Directors in such matters shall be final and conclusive. After 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 (3/4) affirmative vote of all members of the Board of Directors present at any regularly scheduled (called) meeting shall be required to pass upon such reinstatement.

Section 4.

      General: Upon resignation, suspension, expulsion or death of a member, his/her rights and privileges as a member of RCCC shall cease.

ARTICLE III: Dues

Section 1.

      Dues shall be due on January 1 and payable in full before the end of January of each calendar year, or at the time an applicant is accepted for membership. Applicants accepted for membership after September 30 shall be considered paid in full for the succeeding year.

Section 2.

      The amount of dues shall be $25 per member (spouse included). Honorary members will not be charged dues. Any member whose dues are in arrears three (3) months shall automatically be suspended from membership.

Section 3.

      There shall be no refund of dues as a result of resignation or change in membership category during the current year.

ARTICLE IV: Officers and Elections

 Section 1.

      The RCCC shall be led by the Officers and Directors who are directly elected by the membership. The elected officers shall be the President, Vice-President, Treasurer, Secretary, and four Directors. The term of office shall be one year for all officers, except Directors whose term of office shall be two years.

Section 2.

      The elected officers shall be elected at the November business meeting and be installed at a time and place designated by the Board of Directors.

Section 3.

      No person shall be permitted to be elected to the same office of either President or Vice-President for more than two consecutive terms.

Section 4.

      No person shall be permitted to hold more than one elected office concurrently.

Section 5.

      Only owner/members shall be qualified to hold an elected office.

Section 6.

      In the event any elected office is vacated during the year, the Board of Directors shall appoint any owner/member to temporarily perform the Functions of the vacated office. The President or acting President shall hold a special election within the next sixty days for the general membership to elect an owner/member to serve the unexpired term.

Section 7.

      The President shall appoint a nominating committee at the August meeting. Nominations shall be solicited from the membership by mail in the September issue of the club newsletter. Nominations shall be requested from the floor at the September meeting.

Section 8.

      All nominees for office must consent to their nomination prior to their name being placed on the ballot. All nominees for office shall be active owner/members in good standing.

Section 9.

      Election ballots shall be sent out in the October issue of the club newsletter. Elections shall be decided by a candidate receiving at least 20% of the ballots received. Ballots to be counted shall be limited to those, which are returned no later than one week PRIOR to the November meeting. In the event that a write-in candidate receives a majority vote of the ballots returned, that candidate must consent to serving as an officer, otherwise, the position in question shall be awarded to the candidate with the next highest quantity of votes.

Section 10.

      All elected officers must remain active members in good standing during their term of office. Active membership is defined as attending a minimum of 50% of all regular business meetings, board meetings, and special club meetings.

ARTICLE V: Duties of Officers and Directors

Section 1.

President:

     The President is the Chief Executive of the RCCC and will preside at regular club meetings. It is the duty of the President to call the meeting to order at the appointed time (within 10 to 15 minutes grace, at the most). To announce the business before the assembly in its proper order; to preserve order; to state and put all questions properly brought before the assembly; to be informed on communications; to decide all questions of order; to entertain only one main motion at a time and state all motions properly; to permit no one to debate motions before they are ascended and  stated; to decide a tie vote or not vote at all, if wiser; to be   absolutely fair and impartial.

     The President and/or the board will appoint members to fill staff positions such as, but not limited to: The Communications Chair, Membership Chair, Historian, Sergeant at Arms, Activities Chair and others as deemed necessary.

     The President will write a monthly article for the Newsletter.

     The President will promote club participation and harmony.

     The President will attend all board of directors’ meetings and will serve as board vice-chair.

     The President will make decisions for the club when a vote by the board or membership is impossible or impractical.

Vice-President:

     The Vice President will preside at meetings in the absence of the President. He will carry out all of the President’s duties in his absence.

    The Vice President will chair all board of directors meetings, but will vote only in case of a tie vote.

     The Vice President will be responsible for securing any general entertainment for regular meetings (such as films or guest speakers).

Secretary:

     Will accurately record the minutes of all regular monthly meetings and of all board meetings, and maintain a history file containing board and club minutes and financial reports.

     Will provide a written report of the minutes of the regular meetings to the Newsletter editor for publication and to read the minutes from the board of directors meeting at the following monthly meeting.

     Will answer all club correspondence as directed by the President and/or board.

     Will not submit any minutes to any publication, including the club newsletter, which might contain information on the club’s financial condition.

     Will maintain a current copy of the by-laws, making changes as directed by club votes, etc., and providing all elected officers with a new copy.

Treasurer:

     Make all deposits in the club bank account and will write all checks from that account for club expenditures.

     Make a written treasurer’s report each month to the board of directors, And a verbal report to the general membership at the monthly meeting.

     Properly report to the board all monies received by him/her from all specially appointed treasurers for any special club events.

Directors-at-large:

     Will be elected to his/her position for a period of 2 calendar years.

     Will be at the time of election, a voting member in good standing.

     Should be present at all board meetings.

     Will keep abreast of current events relative to the club, and will do the best he/she can do to find an equitable solution for areas that are currently in contention.

     Will do his/her best in the guidance of the club, and keep the best interests of the club above his own.

     Will not be allowed to succeed him/herself in office.

     Will accept reports and recommendations of such individuals or committees as may be pertinent to business being conducted by the board

   • Authorize such expenditures as may be incidental to the operation of the RCCC, such as stationary, postage, trophies for events, emblems and badges for resale to RCCC member

   • Conduct normal affairs of the RCCC in accordance with the desires of the members and within the scope of these By-laws

   • The Board of Directors shall appoint committees and committee chairmen to serve at their discretion.

ARTICLE VI: Meetings

Section 1.

      Roberts “Rules of Order Revised,” will govern the conduct of business meetings, committee meetings and board meetings of the RCCC unless it conflicts with these By-laws which shall then govern in that order.

 Section 2.

      The order of business at RCCC meetings shall be:

            a. Call to order

            b. Introduction of new members and guests

c. Corrections, if any, and approval of minutes of the minutes of the previous meeting.  

            d. Treasurer’s report

e. Reports of committees by Vice-President, or committee chairmen

            f. Old business

            g. New business

            h. Announcements

            i. Adjournment

Section 3.

      Monthly Meeting: The monthly meeting, and any special called meetings of the members of RCCC shall be held at a time and place chosen by the Board of Directors.

 Section 4.

      Special Meeting: A special meeting of the members may be called at any time by the President, or by the Board of Directors or by the Secretary upon written application of at least 10% of the voting members of RCCC,. The application shall state the purpose of the meeting. The Secretary must send notices of special meetings to all voting members of RCCC.

 Section 5.

      Quorum: At all meetings of the RCCC, a number equal to 10% of the membership of RCCC, shall constitute a quorum entitled to conduct legal business of the Club.

Section 6.

      Procedure: Each owner/member in good standing shall be entitled to one vote at any special or monthly meeting. The use of proxies at any membership meeting or the Board of Directors meeting of this Club will be allowed, and the proxy authorization must be written and signed by the absent member. A proxy shall not be considered to represent a member present at the meeting for the purpose of constituting a quorum.

 Section 7.

      Notice: A written notice (or printed in the form of a Club Newsletter) stating the subject matter, date, and hour of the meeting, shall be mailed by the Secretary to each member in good standing at least ten (10) days prior but not more than thirty (30) days prior, to the special meeting. If a member gives no address, notice shall be deemed to have been given to him or her if sent by mail or other means of communication addressed to the member’s last correct address. In all cases, the obligation rests on the member to correct his address if same appears erroneously on the RCCC     roster held by the Secretary.

ARTICLE VII: Impeachment

Section 1.

      Motions to impeach an officer of the RCCC may be made by any voting member and shall be presented in writing to the Board of Directors. Such motions shall set forth the basis for impeachment.

 Section 2.

      The Board of Directors shall make an investigation of the charges set forth in the motion for impeachment. The written findings of the Board of Directors and its recommendations based thereon shall be presented to the members. The officer sought to be impeached shall not take part in the investigation; however he/she shall be permitted to respond to the charges set forth in the motion for impeachment.

 Section 3.

      Impeachment of any officer can only be done by the board of directors, and their decision will be final.

ARTICLE VIII: Board of Directors

Section 1.

      The Board of Directors shall be comprised of:

            a. Elected officers of the RCCC

            b. Past President (one term only)

            c. Up to four elected Directors-at-large

 Section 2.

      The Board of Directors shall be presided over by a Chairman who shall be the Vice-President of the RCCC. In his absence, the Board shall be presided over by a Vice-Chairman who shall be the President of the RCCC.

 Section 3.

      Elected Directors term of office shall be two years, running January of the first year elected through December of the second year. The Board of Directors terms may be staggered to provide continuity and overlap of board members.

 Section 4.

      An individual director must receive votes totaling at least twenty (20) percent of the ballots received to be considered elected to office.

 Section 5.

      Board meetings shall be held on Tuesday, one week prior to the monthly business Meeting and are open to any member of the club, but such attendance shall be without rights of motion or vote.

ARTICLE IX: Committees and Other Appointed Positions

Section 1.

      Permanent committees and other appointed positions shall include, but are not limited to:

a. Regular Events Committee: This committee will coordinate monthly club events.

b. Technical Committee: This committee shall be available to assist other club members with technical problems. It shall have the responsibility for technicing the cars at all club events that require tech inspection.

c. Publicity Committee: At the request of the other committee chairmen or members of the Board of Directors, they shall publish information for use by newspapers, radio, television and other avenues of publication.

d. Communications Committee: This committee will publish a regular club newsletter containing information of interest to the club and its members. This committee will also maintain the club’s website and its content.

e. Special Events Committee: This committee shall plan, organize and direct an annual program of intra-and-inter Club competitive and other activities designed to fulfill the general objectives of the club; and shall establish rules and regulations governing such activities.

f. By-Laws Committee: Shall review and evaluate all written requests submitted by any member requesting changes to the By-laws and recommend any necessary changes to the Board of Directors by way of a motion and a second to that motion.

g. Sergeant at Arms: Shall be responsible for assisting the President in maintaining order at club meetings, assure that the monthly meeting room is prepared before and cleaned up after all meetings. Distribute any written materials, documents, sign-up lists or other information pertinent to the business of the club at meetings. The Sergeant at Arms will be appointed by the President annually, with no limit on the number of successive terms.

h. National Corvette Museum Ambassador: Shall be appointed by a majority vote of the board of directors for a period of two years with no limit on the number of successive terms. He/she shall represent the RCCC in all activities sanctioned by the National Corvette Museum’s Ambassador program.

ARTICLE X: Property and Finance

Section 1.

      All property of the club shall be in the club’s name.

Section 2.

      If the club disbands, the board of directors will determine to whom the assets will pass, subject to approval by the members. Special consideration shall be given to donating club items to the National Corvette Museum if that institution is still in operation.

ARTICLE XI: By-laws and Amendments to By-laws

 Section 1.

      By-laws shall be established to provide for the effective operation of the RCCC activities.

Section 2.

      A By-laws committee shall be appointed by the Board of Directors and shall serve for a term of two-years.

 Section 3.

      By-laws can be amended only, by a written motion for amendment, and a written second presented to the By-laws Committee Chairperson. Such motions for amendment must be submitted for publication in club newsletter. The amendment is approved by the lesser of (a) two-thirds of the votes cast at the meeting or (b)a majority of the voting power. In either case, the results of the vote shall be published in the next issue of the club newsletter. Amendments so adopted shall take effect immediately.

Section 4.

      The By-laws committee shall review the RCCC By-laws at least once every three years and report to the Board of Directors with any motions for changes that might be required to keep the By-laws current and applicable to governing the RCCC.