ARTICLE I – NAME
The name of this club shall be the Connecticut Autocross and Rally Team, Inc.
It may be alternately known by the initials CART.
Throughout this by-laws document the organization shall be referred to as The Club.
ARTICLE II – PURPOSE
The purpose of The Club shall be to:
Encourage the ownership, operation, and public acceptance of sports cars.
Provide and regulate competitive events for sports car owners.
Encourage careful, skillful, and courteous driving on the public highways.
Insofar as it shall be necessary to carry out the avowed purposes, The Club shall establish rules and regulations governing all activities of The Club and to own such real and personal property as incidental to the foregoing purposes, and to enter into any alliances as shall provide fulfillment of these purposes.
ARTICLE III – MEMBERSHIP
Paragraph 1: Membership Qualifications
Membership in The Club shall be open to all people who own or are interested in sports cars.
Paragraph 2: Membership Application and Acceptance
Application for membership must be signed and accompanied by one (1) year’s dues. The application will be reviewed at the next regularly scheduled membership meeting. Upon acceptance by a two thirds (2/3) majority vote of the voting membership in good standing attending the meeting, the applicant shall be admitted to provisional membership.
Paragraph 3: Member in Good Standing
3.0.1: Provisional Member:
To become a member in good standing, the provisional member must,
within six (6) months after announcement of acceptance attend at
least one regular membership meeting and participate (work and
or compete) in at least one (1) Club event. When such requirements
have been fulfilled, the provisional member becomes a member in good
standing and shall, at that time, be allotted all rights and
privileges associated with that status, including but not limited to
the right to vote in all membership matters and to attend all
3.0.2: Members no longer in Good Standing:
In order for a member, who has failed to maintain a status of “in
good standing”, to regain such status must attend a regular
membership meeting and participate (work and or compete) in at least
one (1) Club event. When such requirements have been fulfilled, the
member will once again be considered “in good standing” and shall,
at that time, regain all rights and privileges associated with that
status, including but not limited to the right to vote in all
membership matters and to attend all official meetings.
Note: Regarding the meeting attendance requirement in sub-paragraphs
3.0.1 and 3.0.2, above; the requirement will be considered satisfied
only upon adjournment. At no time prior to adjournment will the
attendance requirement be considered satisfied.
The Board of Directors may take special circumstances into account
and may grant membership in good standing to a) a member who has
failed to maintain “in good standing” status or b) a provisional
member who has not fulfilled the requirements outlined in paragraph
3.0.1 within the prescribed six-month time limit. The member also
has the right to appeal to the general membership for the granting
of membership in good standing. A (2/3) majority vote of the voting
members in good standing present at a regular meeting shall be
sufficient to grant such status.
3.2: Maintaining Member in Good Standing Status
In order to remain a member in good standing, a member must:
a) be current with dues
b) have attended at least one general membership meeting and
participated (work and/or compete) in a club event in the last six-
Paragraph 4: Membership Dues
4.1: Determination of Annual Dues:
Membership dues for each year shall be determined by the Board of Directors and presented to the membership at the October meeting. The proposed dues will be subject to vote at the November membership meeting.
4.2 Notification of Annual Dues
Notification of the dues amount and due date must be communicated to the general membership in writing (or via e-mail) by the Secretary no later than December 1st.
4.3 Dues Payment Date
Dues are assessed and due January 1st. revised5/21/09
4.4: Refund of Dues
Any dues paid shall be refunded only in the event of rejection of application for membership.
4.5: Non-Payment of Dues
A member may be removed from the membership rolls by the Treasurer for non-payment of dues sixty (60) days after such payment is due.
Paragraph 5: Revocation of Membership
A member may be removed from the membership rolls by a (2/3) majority vote of the Board of Directors for violation of the By-Laws or conduct of a nature which is contrary to the best interest of the Club.
5.1: Appeal of Revocation of Membership
Any member who’s membership has been revoked by the Board of Directors for any reason may appeal to the membership of The Club for reinstatement and may be so reinstated by a (2/3) majority vote of the voting members in good standing in attendance at a regular meeting provided a written notice (e-mail is acceptable) is sent to all voting members in good standing at least thirty (30) days prior to the meeting date.
Paragraph 6: Member Assessments
Assessments for special purposes may be made at any regular or special monthly meeting by majority vote of the voting members in good standing in attendance at that time. Written notice that such special assessments are to be considered must be sent to all members in good standing at least two (2) weeks prior to the meeting at which such assessments are to be voted upon.
Paragraph 7: Charter Members
A Charter Member, defined as one of the founding members of CART, will be entitled to receipt of all flyers and minutes of meetings. These privileges are independent of a voting member in good standing. Additionally the Board of Directors may confer upon certain individuals who it deems have served The Club to some extraordinary extent the designation of Charter Member.
ARTICLE IV- MEETINGS
Paragraph 1: Meeting Schedule and Notice
Meetings shall be held at such intervals as deemed necessary and proper by the Board of Directors and approved by the membership. Written notice of any and all official meetings shall be made to all members (e-mail is acceptable) at least twenty four (24) hours prior to the meeting except in the case of an emergency as determined by the President and the Board of Directors Chairperson. As a minimum a meeting of the general membership shall be held once every month except in the month of December and a meeting of the Board of Directors shall be held once per calendar year quarter.
Paragraph 2: Election Meetings
The Annual Meeting for the purpose of electing officers shall be held in October on a date specified by the Board of Directors. Elections for the purpose of electing Directors shall be held in March and July. A written notice (e-mail is acceptable) shall be sent to all voting members in good standing at least (30) days prior to these scheduled meeting dates. Notification of the Annual Meeting shall include the report of the Nominating committee.
2.1: Election Procedures
Elections shall be conducted by the following procedures.
2.1.1: Election Meeting Conduct
The chairperson of the Board of Directors shall conduct that portion of a meeting dedicated to the election of officers. The president shall conduct that portion of a meeting dedicated to the election of directors.
2.1.2: Voter Eligibility
At the start of election proceedings the secretary or designee shall call the roll of voting members in good standing. Only those members identified as members in good standing shall be eligible to vote.
2.1.3: Voting Procedure
Voting shall be conducted by secret ballot and the outcome determined by simple majority.
Proxies are permitted and required only in the case of a vote concerning
elections of officers, directors, amendment of By-Laws, or reinstatement of
suspended members. Such proxies shall be made available upon request to
voting members in good standing. Provisions shall be made for identifying
the member without compromising the secrecy of that ballot. For example, the
proxy shall be placed in sealed envelope that is to be signed by the member.
Upon determining that the proxy will be used it is to be removed from the
envelope and the envelope will be destroyed. Such proxies do not constitute,
nor should be considered the equivalent of, attendance of a meeting.
ARTICLE IV- MEETINGS continued
2.2.1: Proxy Procedure
At the start of voting or election proceedings where use of proxies are permitted, the roll of voting members in good standing will be called. If a proxy has been submitted for a member who is present that member’s proxy will be destroyed without being opened and that member shall vote in the normal manner. All proxies received prior to the calling of the roll shall be accepted so long as they are properly validated. In the event a second vote is required at the same meeting on any matter for which proxies have been distributed; i.e., to break a tie vote in an election, no attempt shall be made to use any proxies; i.e., proxy votes shall not be counted at all in such a second vote. It should be remembered that the use of a proxy is essentially a privilege granted to a member who is unable to attend a meeting. It is a basic responsibility of a member to attend any meeting at which important matters, such as those requiring proxies, are to be decided.
Paragraph 3: Annual Awards Dinner
The Annual Awards Dinner shall be held between the Annual Meeting and February 28.
Paragraph 4: Special Meetings
Special meetings may be called by the Board of Directors or at the request of any ten (10) members in good standing. (See Par. 1 for notice requirements)
Paragraph 5: Establishing a Quorum for Voting
A quorum at any meeting shall consist of twenty five percent (25%) of the voting members in good standing in The Club at that time.
Paragraph 6: Conduct of Meetings
Meetings shall be conducted per Roberts Rules of Order administered by the presiding officer.
ARTICLE V – OFFICERS
Paragraph 1: Officers
Elected officers shall consist of President, Vice President, Secretary, Treasurer, Director of Activities and Membership Chairperson. These officers shall serve a term of one (1) year from November 1st to October 31st.
Any member in good standing, without conflict of interests, who is interested in holding an elected position within CART, may be nominated and elected as an officer.
CART officers and Board of Directors members shall not serve in an elected or appointed position of authority in a similar club for concurrent terms unless approved by a majority vote of the board of directors. If a possible conflict exists, the matter shall be presented by a club officer to the board of directors. The members of the board will investigate, and determine if the situation creates a conflict of interest. Where a conflict of interest is determined to exist after an officer or board member is elected, and an exception is not granted, the officer/board member with office in both clubs must resign his position in one of the clubs.
An officer that fails to maintain member in good standing status, resigns or is unable to act in his position during the elected term shall have his position expire upon the date of resignation, expiration of good standing or determination of inability to act. See paragraph 1.2 for replacement.” (edited 9/2012)
In the event of the death, resignation, or inability to act on the part of any Officer or Director. A special election may be called by the Board of Directors to fill such position provided there is a minimum remaining term of at least 90 days from the date of said election to the next scheduled general election for the position to be filled. If the need for replacement occurs within the 90 day specified limit, the members is good standing will be asked at a meeting or via written communication to volunteer to fill the open position. If no one volunteers to fill the position, the officers may appoint a replacement member in good standing for the open board of director’s position, and the board of directors may appoint a replacement member in good standing for the open officer ‘s position. The Board of Directors shall reserve the right to determine when an Officer or Director has demonstrated an inability to act. The Board will then make a recommendation to the general membership for a vote to remove said Officer or Director. A two thirds majority vote by the members in good standing at that meeting is required for the removal of any Officer or Director. Any individual elected to such interim position shall not be deemed as fulfilling a full term for the purpose of term limits. Revised10/21/10
Paragraph 2: Term Limit
No officer shall serve more than two (2) consecutive terms in the same office.
Paragraph 3: Officers Responsibilities
It shall be the responsibility of the officers to manage the routine and normal business of the club in support of the purpose of the club and to see that the will of the membership as indicated by their collective vote is carried out within the constraints of these by-laws. They shall uphold to the best of their ability the policies set forth by the Board of Directors and approved by the membership.
3.1: The President
The President shall preside at all meetings of the general membership. The president shall perform all duties pertaining to this office. Should the need arise to make timely decisions based upon Club policy the president is empowered to do so. All contracts, agreements or other forms of legal commitment entered into by the club shall be signed by the president (or such person as the president shall designate for any specific contract). Revised5/21/09
3.2: The Vice President
In the absence of the President, in the case of his death, resignation, or inability to act, the duties usually pertaining to the Office of President shall be performed by the Vice President. The Vice President shall be responsible for publicity.
3.3: The Secretary
The Secretary shall attend all meetings of the members and Board of Directors and shall record all minutes and votes. The secretary shall keep an up-to-date personnel roll of all club members to include address, phone number, type of car owned, and other club affiliations. The secretary shall give notice of the meetings to the members in good standing in writing (e-mail is considered acceptable to those capable of receiving such) specifying, when necessary elections and proposed constitutional changes. The Secretary shall perform all duties incident to the Office except those exempted or otherwise allocated by these By-Laws.
3.3.1: Official Records
The Secretary shall have custody of the corporate seal and the official Club records.
3.3.2: Policy Records
The Secretary shall maintain an up-to-date record of all Club policies not included in these By-Laws.
3.3.3: In the case of the Secretaries absence
In the absence of the Secretary from any official meetings, a Secretary Pro tempore shall be chosen by the presiding officers.
3.4: The Treasurer
The Treasurer shall, subject to such conditions and restrictions as may be made by the Board of Directors, have custody of all monies, debts and obligations belonging to The Club. The Treasurer shall also make payments of Club debts. All checks, drafts, notes, or other methods for payment of money shall be signed in the name of the Club by the Treasurer. The treasurer shall have sole authority to sign and release membership cards after proper payment of dues. The Treasurer shall give bond at Club expense if required by the Board of Directors. Revised5/21/09
The treasurer shall give a report on the financial status of the general fund at each regular general meeting of the membership and at each meeting of the Board of Directors. The format of such a report shall be determined by the Board of Directors.
3.4.1: Discretionary Spending Limits
Non-operating expenditures up to a maximum of two hundred fifty dollars ($250) may be made by the Treasurer. Non-operating expenditures up to a maximum of five hundred dollars ($500.) may be authorized by the Board of Directors. Non-operating expenditures in excess of five hundred dollars ($500.) must be approved by the membership.
3.5: The Director of Activities
It shall be the duty of the Director of Activities to arrange all Club functions for the year. The Director shall submit a report to the members at each meeting outlining the program of events for at least two (2) upcoming consecutive months. The report shall include the results of all Club events since the last meeting.
3.5.1: Annual Schedule of Events
At the January meeting of the Board of Directors, the Director of Activities shall present a tentative schedule of events through November 30 of that year. This schedule shall include date of event, type of event, and the name of the event chairperson (autocross master, rally master, etc.). Subsequent to approval of this schedule by the by the Board of Directors the schedule will be presented to the membership for their approval by majority vote. Changes in the approved schedule must be authorized by the Board of Directors.
3.6: Membership Chairperson
It shall be the duty of the Membership Chairperson to maintain all records concerning the membership of the club. It will be the duty of the Membership Chairperson to maintain an up to date application form, available to all interested parties, The Membership Chairperson shall submit to the Secretary an updated current list of active members before every membership meeting. All contact for membership shall be the responsibility of the Membership Chairperson who will present qualified applicants to the Board of Directors for review. A system of permanent competitors’ numbers shall be administered by the Membership Chairperson.
ARTICLE VI- BOARD OF DIRECTORS
The Board of Directors shall be made up of five (5) Directors. Directors shall serve a term of one (1) year. Three (3) shall be elected at the March Membership meeting and two (2) shall be elected at the July Membership meeting. They shall be elected by a majority vote of the voting members in good standing in attendance at those meetings and shall assume office upon election.
Any member in good standing may be elected as a member of the Board of Directors. Should a member of the Board of Directors fail to maintain member in good standing status during the elected term a special election shall be called to fill that position until the next regular election.
Members serving as elected officers may be elected as members of the Board of Directors but the Board may have only two (2) such members at any time.
Paragraph 2: Term Limit
No Director shall serve more than two (2) consecutive terms.
Paragraph 3: Board of Directors Responsibilities
The Board of Directors forms the policy making body of the Club. Should there be reason to consider action not in keeping with or not covered by Club policy, the Board of Directors shall be empowered to approve such action for the good of the Club only in such cases where insufficient time prevents presentation before the membership.
3.1: Representation of Members
It shall be the duty of Directors to personally represent every member of the Club on business pertaining to the Club. The Directors may be contacted by members on any Club problems, suggestions, or general business that is to be discussed by the Board of Directors or by the membership.
3.2: Support of Officers
The Directors will cooperate with any Club officer in any Club project requiring their assistance.
Paragraph 4: Meetings of the Board of Directors
The Board of Directors shall meet at such times as they deem necessary to fulfill their responsibilities but must meet a minimum of once per calendar year quarter. Meetings are subject to requirements of notification of meetings. A record shall be kept of all meetings, the agenda covered and any actions taken.
Paragraph 5: Quorum
60% of the total number of directors shall constitute a quorum for conducting business.
Paragraph 6: Board of Directors Chairperson
The Board of Directors shall elect from their members a chairperson at the first meeting following an election of Directors. Any elected officers also serving as directors are not eligible for the chairpersonship. The chairperson will preside at all meetings of the Board and be the official representative of the Board at membership meetings. The Chairman of the Board shall vote on issues before the Board only to break a tie vote. The Chairman of the Board shall be chairman ex officio of all committees.
6.1: Representation at Membership Meetings
The Chairman of the Board shall be in power to propose motions on behalf of the Board at general meetings. Any such motions must be seconded from the general voting membership and not by a member of the Board of Directors.
Paragraph 7: Creation of Committees
The Board of Directors alone shall have the power to create permanent committees.
Paragraph 8: Dues and Special Assessments
The Board of Directors shall determine the yearly dues and the need for special assessment. These shall be presented to the membership and subject to their approval.
Paragraph 9: Policy
The Board of Directors shall have the authority to specify policy as it may deem necessary to protect the Club in any activities at which it shall act as sponsor or co-sponsor or for the purpose of improvement of operations and member benefit.
Paragraph 10: Alliances with other organizations
The Board of Directors shall investigate and recommend for approval any alliance or relations with other organizations as may be to the best advantage of the Club.
ARTICLE VII- COMMITTEES
Paragraph 1: Appointment of Committee’s and Chairpersons
At the first meeting subsequent to the Annual meeting for elections the officers and Board of Directors shall appoint members to the following:
Nominating Committee (BoD appointment)
Competition Committee (officer’s appointment)
Safety Committee (officer’s appointment)
Publicity Chairperson (officer’s appointment)
Entertainment Chairperson (officer’s appointment)
Publication Chairperson (or web-master) (officers appointment)
These positions may be filled by any member in good standing.
Committees are responsible to the officers.
1.1: Nominating Committee
A three member Nominating Committee shall be appointed by the Board of Directors to serve for a period of one (1) year. No serving officer seeking re-election may be a member of this committee. It shall be the duty of the Nominating Committee to conduct all elections and to nominate candidates, preferably a minimum of two (2), for each office. Additional nominations may be made from the floor at the membership meeting prior to meetings at which elections will occur.
1.2: Competition Committee
A Competition Committee of not less than three (3) shall be appointed by the officers to serve for a period of one (1) year. The competition committee reports to the Activities Director.
1.2.1: Responsibilities of the Competition Committee
The Competition Committee shall establish rules for the classification of cars participating in Club events and rules for conduct for these events for the coming year. The rules will be made available to members at the February membership meeting. The past year’s rules will apply until new rules are distributed.
22.214.171.124: Eligibility for Competition
The Competition Committee shall determine eligibility of cars and drivers for registration in these various events and classifications and provide for careful inspection and determination of road-worthiness of entries and accept or reject said car or driver on these grounds with particular emphasis on the needs of safety.
The Competition Committee shall recommend for approval by the membership a fair and equitable points system for the determination of year-end champions for the various types of events and classes within.
The Committee shall arrange prizes and awards in a manner to provide equal treatment for all Club sponsored event types, classes and competitors.
1.3: Safety Committee
A Safety Committee of not less than three (3) shall be appointed by the officers to serve for a period of one (1) year.
1.3.1: Responsibilities of the Safety Committee
The Safety Committee shall develop and maintain standards for safe operation of events and shall audit events for compliance to those standards. The Safety Committee will have the final judgment regarding any safety related issues at an event and is empowered to stop any Club event it has determined to be operating in an unsafe manner. In order to operate as the Safety Committee a minimum of two (2) members of the Committee must be present and in agreement in their opinion.
1.4: Publicity Chairperson
The Publicity Chairperson shall be responsible for arranging publicity for all Club events through all appropriate media. The Publicity Chairperson is responsible to the Vice President.
1.5: Entertainment Chairperson
The Entertainment Chairperson shall be responsible for planning and conducting all club social events and for securing movies, speakers, etc., for presentation after the close of business at meetings of the general membership. The Entertainment Chairman is responsible to the Activities Director.
1.6: Publication Chairperson (or web-master)
The Publication Chairperson shall each month publish a newsletter to be sent to each member in good standing and any other interested people. The newsletter shall include:
Minutes of past membership and Board meetings
Results of events
Calendar of coming events as supplied by the Director of Activities
Official notices as required by these By-Laws.
The newsletter may also include any other information that the Publication Chairperson feels is of interest; i.e., editorials, news of other Clubs’ events, want ads, etc.
The news letter may take the form of a web-site or be distributed by e-mail.
The Publication Chairperson is responsible to the Vice President.
Article VIII – Personal Liability
All persons or corporations extending credit to, contracting with or having any claim against the Corporation or the officers shall look only to the funds and property of the Corporation for payment of any such contract or claim or any other money that may otherwise become due or payable to them from the Corporation or the officers present or future.
Article IX – Amendments
New By-Laws may be adopted or these By-Laws may be amended or repealed at any
regular or special meeting by a two thirds (2/3) majority vote of the voting members in good standing (in attendance or by proxy), and shall take effect immediately unless otherwise specified. The call for such a meeting must state that changes to the By-Laws are to be considered. A thirty (30) day notice must be given in writing (e-mail is acceptable) to all members in good standing.
* Wherever and whenever the context requires it, masculine gender shall include the feminine.
Article X – Dissolution
In the event of dissolution of the Club, Club members shall have the opportunity to bid for the purchase of items of Club property, which property shall be sold to the highest bidder. A minimum of 30 days notice of such opportunity shall be provided to all Club members. Any Club property remaining unsold after such bidding and sales shall be sold by the Board within a period of time not to exceed 90 days for the best available price. Revenue generated by such sales shall be deposited in Club accounts.
After the payment of all obligations of the club, the Board of Directors, acting as trustees in dissolution, shall transfer and convey all of the remaining assets of the club to one or more non-profit Connecticut corporations operated exclusively for charitable, scientific, literary or educational purposes and no shareholder, director, member, manager, trustee, officer or employee of this club shall receive any assets of the club upon dissolution. Those non-profit organizations receiving such assets shall be those which have received charitable donations during the most recent fiscal year in which donations occurred.
During the process of dissolution, the club, or its’ representatives shall not engage in any activities not permitted to be carried on:
(a) by an organization exempt from Federal income tax under Section 501 c (3) of the
Internal Revenue Code of 1954 (or of the corresponding provision then in effect of
any future United States Internal Revenue Law,) or
(b) By an organization contributions to which are deductible under Section 170(c) of
the Internal Revenue Code of 1954 (or the corresponding provision then in effect
by any future United States Internal Revenue Law.)
SUMMARY OF CHANGES TO THE BYLAWS
Date: By: Article / Section Overview:
12/1/2007J. Skibisky Entire document To bring the document up to date as possible. Also to install change allowing use of Proxy votes for Director elections
3/19/ 2008 D. Robbins Articles 5 / 1, 3.5 To install a previously approved Article 7 / 1, 1.4 bylaw change establishing the position of Membership Director
3/19/2008D. Robbins Article 3/ 1, 2 To install an approved bylaw change defining membership status
5/21/2009R. Nogiec Article 3, 4.1, 4.2 To install the approved By-Law changes.
Article 5, 1.2, 3.1, 3.4
10/24/2009R. Nogiec Article 10 To install the approved By-Law change