CORVETTE MEMPHIS BY-LAWS

Article I

Section 1 Name

The name of the club shall be “Corvette Memphis”.

Section 2 Purpose

The general purpose of the club shall be to encourage planned trips, events and social activities for members of Corvette Memphis, to provide and regulate events and exhibitions for Corvette owners, and to encourage careful and skillful driving on public highways.

Section 3 Activities

The Club is organized as a not for profit organization. No proceeds, assets, property, gifts, in-kind donations or benefits will accrue to any member, excluding reimbursement of authorized expenses. The organization, in its activities, shall be family-oriented, non-political, non-sectarian and non-discriminatory. The consumption of alcohol by Club members at sanctioned events is not prohibited, nor is it endorsed; instead, such activity is the personal choice of those involved. Corvette Memphis will not provide alcoholic beverages.

Article II

Section 1 Members

Membership in the Club shall be restricted to owners of Corvette cars and persons interested in Corvettes (“Corvette enthusiast/s). Applicants become eligible for membership after attending three meetings or events. Applicants must have the approval of the majority of the Club’s Executive Board. Membership shall not be denied due to age, sex, race or religion. A paid membership covers a nuclear family living under the same roof, including minor dependent children.

Section 2 Classes of Memberships

a) Member – Any Corvette owner or Corvette Enthusiast who has joined the Club as provided in Section 1 of this article and having paid all required dues and fees.

b) Lifetime members – Any person who has been granted lifetime membership status by the Club’s Executive Board.

Section 3 Dues

a) All members shall pay annual dues as established by the Club’s Executive Board and approved by a vote of the membership. Members whose dues have been waived prior to the ratification of these By-Laws (previously referred to as Lifetime Members) will be exempt from dues payment so long as they remain active in the Club. The annual dues shall be payable for (for the next succeeding calendar year) on November 1st of each year. Members not paying dues by December 31st will be considered inactive members, will be dropped from the Club's mailing list and may not participate in Club activities. Inactive members (Less than one year in this status) will be reinstated as active members by paying dues for the current year. An inactive member (More than one year in this status) may rejoin the Club as a new member, pro-rata.

b) New members joining after the start of the calendar year shall pay a pro-rata share of the annual dues based on their join date.

Section 4 Privileges

All classes of members are entitled to Club privileges. Minor dependent children of Club members shall not have the right to vote and hold office. Only members are eligible to participate in Club events and receive prizes, awards, and any other benefits from the Club. Prospective new members may participate in Club events and receive prizes and awards while they are working to qualify for membership.

Section 5 Suspension

Any member may be suspended from Club activities and privileges for the following reasons:

a) Non-payment of dues results in automatic suspension.

b) Such other cause as is determined by a majority of the Executive Board.

After rectifying the cause for suspension, the suspended member may be reinstated by a majority vote of the Club’s Executive Board.

Section 6 Expulsion

Membership may be terminated if a suspended member does not take action to rectify their suspension within two months. In addition, any member may be expelled for infraction of the Club By-Laws, or such other causes as may be determined by a majority of the Executive Board as being in conflict with the best interests of the Club.

The Club’s Executive Board shall investigate any written petition for expulsion brought to it by any member. Before action is taken to expel or suspend, the member accused shall be informed in writing of the reason for his or her expulsion and have 10 days to submit in writing to the Executive Board his or her response on any complaint lodged against them and to address why he or she believes the expulsion or suspension is not warranted.

There shall be no refund of dues to anyone suspended or expelled from membership.

Section 7 Resignation

Any member may resign by submitting a letter of resignation to the Secretary. Their resignation shall be effective on receipt.

Article III

Section 1 Annual Meeting

The annual meeting of the members shall be held in October of each year for election of officers, reports of officers and committees, and other such business as lawfully may come before the meeting.

Section 2 Monthly Membership Meetings

Regular monthly membership meetings shall be held. Notification of such meetings shall be made available to Club members either by e-mail, posting on the Club’s website, publication in its newsletter or calling post notification.

Section 3 Executive Board Meetings

Executive Board meetings shall convene quarterly, or as directed by the President. Such meetings shall be in addition to the regular monthly membership meetings.

Notification of Executive Board meetings may be made to Club members either by e-mail, posting on the Club’s website, publication in its newsletter or by calling post. Members interested in attending such Executive Board meetings may do so as observers, but must be invited by the Executive Board to address the group. Minutes of the Executive Board sessions will be made available to Club members by e-mail, posting on the Club’s website or publication in its newsletter.

The Executive Board may, at its discretion, meet in executive session.

Section 4 Special Meetings

In addition to any provisions of the By-Laws, special meetings of members may be called by the President or by a majority of the Executive Board. Notice of special meetings, stating the place, day, hour, and purpose of any meeting of the members, shall be given to members by the Secretary no fewer than seven days before such meetings either by e-mail, posting on the Club’s website, publication in its newsletter or by calling post notification..

Section 5 Elections

Election of Officers and all other actions, except amendments to the By-Laws, shall be by majority vote of those members present, including absentee ballots. Absentee ballots must be submitted in writing to the club’s Secretary twenty-four (24) hours prior to said election. Amendments to the By-Laws are provided for in Article IX, Section 1. Voting by proxy shall not be allowed on any issue.

Section 6 Voting

Only club members may exercise their right to vote in any of the Club’s actions. A couple in a family membership referenced in Article II, Sect. 1 above are each entitled to vote (maximum two votes).

All voting actions shall be by 50 percent plus one majority of the voting membership present at the meetings, except when the vote involves a change in the Club’s By-Laws or removing an officer from office, in which cases a two-thirds majority of those present at the meeting shall be required. In either case, a quorum will be required for a valid vote to be taken.

Section 7 Quorum

A quorum shall be required for the Club’s Executive Board or the Club’s membership to take any official action. A quorum is defined for this Club as constituting 50 percent plus one of those eligible to vote at Club meetings or at Executive Board meetings. Examples: If the Club has 100 members eligible to vote, then 51 members must be present at a membership meeting in order for there to be a quorum. In that instance, a measure could be approved by a majority of those eligible voters present, so if 60 eligible voters were present and 31 voted for a measure, it would carry. In the case of a vote requiring a two-thirds vote, if 60 eligible voters were present and 40 voted for the measure, it would carry.

Section 8 Rules of Order

Robert’s Rules of Order will be used as a guide in conducting Club meetings. In the event of a dispute, as to procedure, at any meeting of the Club, Robert’s Rules will guide, as shall be interpreted by a Parliamentarian appointed by the President.

Article IV

Section 1 Number of Officers

The elected Officers of the Club shall be a President, Vice President, Secretary, Treasurer, Membership and Officer at Large. They shall each serve for one year or until their successors are elected and qualified.

Section 2 Nominating Committee

The President shall appoint a Nominating Committee of three members for the purpose of selecting candidates for office approximately sixty (60) days prior to the October meeting. The Nominating Committee shall report at the September meeting. The consent of all nominees will be secured by the Nominating Committee prior to submitting their names as candidates.

Section 3 Officer Election

Election of Officers shall be held at the annual meeting in October. Officer terms shall begin the following January and as prescribed in Section 1 of this article.

Section 4 Service Interruption

In the event that any Officer shall resign or become unable to serve in his or her office until the end of his or her elected term, the remaining officers shall appoint a member to fill the vacancy of said term. Should an officer resign or become unable to serve in his or her office before his or her term begins, the Club will conduct a special election to fill the vacancy.

Section 5

Removal

Any officer may be removed from office for cause by a two-thirds vote as set forth in Article III, Section 6.

Article V

Section 1 Duties of the President

The President shall be the Chief Executive of the Club and will preside over meetings of the Executive Board and the membership. He or she may call special meetings of members under the provisions of Article III.

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Section 2 Duties of the Vice-President

In the absence of the President or in the case of his or her death, resignation, or inability to act, the duties usually pertaining to the office shall be performed by the Vice-President until a replacement is appointed. He or she also shall serve as Chairman of the Activities Committee and may appoint other members to said committee.

Section 3 Duties of the Secretary

The Secretary shall attend all membership meetings and Executive Board meetings and shall record all minutes and votes in a book kept for this purpose. He or she may give notices of meetings required by the By-Laws and shall perform all duties incident to this office required by the By-Laws or the majority vote of the Executive Board. He or she shall have the custody of the Club’s records. In the absence of the Secretary from any said meetings, a Secretary pro tempore shall be designated.

Section 4 Duties of the Treasurer

The Treasurer shall, subject to such conditions and restrictions as be made by the Executive Board, have custody of all monies, debts, and obligations belonging to the Club. The Treasurer shall receive all dues of the Club and deposit same into the appropriate Club account. The Treasurer shall make all payments of the Club debt upon approval of the Executive Board. All contracts, checks, drafts, notes, or other orders for payment of money shall be signed in the name of the Club by the Treasurer or President.. The Treasurer shall be bonded, at Club expense, if required by the Executive Board. The Treasurer shall give a report on the financial status of the Club at the monthly meetings and, if so requested, at any meeting of the Executive Board.

No obligations, debt, or other liability shall be incurred by the Treasurer without specific direction of the Executive Board.

A member of the Club shall be appointed by the President as Auditor at the November meeting of the Club. It shall be the Auditor’s duty to examine the records of the Treasurer, see that they are in order and close the financial records of the Club prior to the installation of the new Officers. The Auditor’s Report will be presented at the January meeting in conjunction with the installation of the new Officers.

Section 5 Duties of the Officer-At-Large

The Officer-At-Large shall have charge of the Club newsletter and shall be responsible for its publication and distribution. He or she also shall serve as Public Relations Chairperson, having the privilege to appoint any associate as he or she deems necessary.

Section 6 Duties of the Membership Officer

The Membership Officer shall be responsible for all activities associated with the membership body. He or she shall keep an up-to-date membership list of all members. This list shall be made available to any “call tree” committee, the Officer-At-Large for documentation/distribution, or any other Officer upon request. The Membership Officer shall receive and process any membership application and confirm that all applicants have met the requirements for membership. The Membership Officer shall maintain an attendance sheet of all meetings, introduce visitors and guests, and provide application forms and other assistance to prospective members and new members.

Section 7 Executive Board

The elected officers referenced in Article IV, Section 1 above shall comprise the Club’s Executive Board.

The Executive Board shall have the power to proceed in any manner as, in their judgment, may serve the best interests of the Club. The decision of a majority of the Executive Board shall be deemed approved unless nullified or amended at the next membership meeting of the Club.

Article VI

Section 1 Appointments

a) The President shall appoint such committees as he or she finds desirable from time to time and shall outline the duties and responsibilities of such committees. All reports or actions taken by a committee must be voted on by a majority of the entire committee. In addition to the authority granted above, an Activities Committee, as set forth in Article V, Section 2, shall be appointed annually by the Vice-President. It shall be a Club policy to delegate and accomplish as much business as is practical in committees in order to minimize the length of the monthly meetings.

Section 2 Activities

The activities of the Club shall consist of planned trips, social gatherings, and events for members as planned by the Activities Committee and other members as appointed by them. All Club activities must be coordinated through the Vice-President in his or her capacity as Activities Chairman.

Article VII

Fiscal Year

The fiscal year of the club shall be January 1 to December 31.

Article VIII

Liabilities

All persons or corporations extending credit to, contracting with or having any claims against the Club, its members, or Executive Board, shall look only to the funds and property of the Club for payment of any such contract or claim. Neither the members of the Club nor the Executive Board, present or future, shall be liable personally for club debts.

Under no circumstances shall the club, its property, officers or members be responsible for any debts, damages or liabilities of any kind or nature incurred or sustained by any individual member or any person acting in its name unless said individual has obtained prior approval from the Executive Board.

Article IX

Amendment to the By-Laws

The Officers of the Club, or any ten (10) active members, by written proposal submitted to the Secretary, may propose an amendment to the By-Laws at least 30 days in advance of the next membership meeting. Upon such proposal being made, a copy thereof shall be included in the notice of the next meeting of the members. If a quorum is present and two-thirds of the members present and qualified to vote, should vote in favor of the proposal at the membership meeting, the proposed amendment shall thereby be approved and adopted.

Article X

Dissolution

If a quorum is present, this Club may be dissolved by three-fourths vote of the total voting membership in attendance at a special meeting called for the purpose of dissolution of the Club. The Secretary will provide written notification to all members eligible to vote not fewer than 14 days prior to the special meeting.

Adopted July 14, 2009