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CAPE COD CORVETTE CLUB BYLAWS
ARTICLE I
General Provisions
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Section 1. NAME: The name of the corporation shall be the CAPE COD CORVETTE CLUB, INC.
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Section 2. LOCATION: The officers of the club may, from time to time, designate the location of club meetings.
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Section 3. FISCAL YEAR: Except as otherwise designated from time to time by the officers of the club, the fiscal year shall end on December 31 st of each year.
ARTICLE II
Club Mission
The mission of the club shall be to join together with other interested persons in pursuing the enjoyment of the Chevrolet Corvette automobile, to encourage responsible ownership, operation, and maintenance of Corvettes, to exchange information concerning the purchase, operation, maintenance, display, and restoration of Corvettes, to organize activities, gatherings, functions, and exhibits involving Corvettes for
both enjoyment and education, and generally to engage in any and all activities of any kind and nature whatsoever which are designed directly or indirectly to enhance the experience of the ownership and operation of a Corvette.
The Club is formed exclusively for charitable and educational purposes within the meaning of Massachusetts General Laws Chapter 180, Section 4, as amended and any other applicable laws of the Commonwealth of Massachusetts.
ARTICLE III
Club Structure
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Section 1. MEMBERS: Membership in the Club shall be open to all persons 21 years of age or older. An application for membership in the club may be submitted by anyone who either owns a Corvette or has a strong interest in perpetuating the mission of the club. Any person wishingto join the club must submit a written application to any officer and that application must thenbe approved and membership granted by a vote of the Board of Governors.Such application for membership must include the applicant’s payment of dues and thesigned Club’s Hold Harmless agreement.
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Section 2. MEETINGS OF MEMBERS: The annual meeting of the membership shall be held by the fourth Thursday of October in each year at such time and place as the Board of Governors may designate. Special meetings of the members may be called at any time by the Board of Governors or shall be called by the secretary of the club upon the written request of three or more members. Notice of the annual meeting or any special meeting setting for the date, time, and place of the meeting shall be sent to all members not less than fourteen (14) days prior to the date set for the meeting. In the case of any special meeting, such notice shall contain a description of the general nature of the business to be conducted. Ten members present at any meeting of the membership called by the Board of Governors shall constitute a quorum but a lesser number may, without further notice, adjourn the meeting to any other time. At any meeting of the membership where a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law or these ByLaws.
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Section 3. GENERAL ACTION AT MEETINGS: At all meetings of membership, the vote of each member must be cast in person. Meeting management (motions, discussion, etc.) shall beconducted in a manner consistent with Robert's Rules of Order.
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Section 4. GENERAL MEMBERSHIP: Members are deemed to be in good standing when:
ARTICLE IV
Officers and Board of Governors
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Section 1. OFFICERS: The officers of the club shall consist of a President, a Vice President, a Treasurer, a Secretary, and an Assistant Secretary.
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Section 2. BOARD OF GOVERNORS: In addition to the Officers, a Board of Governors shall exist for the purpose of facilitating members’ input and aiding in the resolution of issues as deemed necessary by the President. The Board shall consist of the elected officers of the club, a past President or Vice President, as selected by the President, and a memberatlarge who shall be elected by the membership at the time of the annual club elections. Each membership on the Board will be for a duration of one year to be concurrent with that of the elected officers.
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Section 3. ELECTION: The President, Vice President, Treasurer, Secretary, Assistant Secretary, and Memberatlarge shall be elected annually by the membership at their first regular meeting following the annual meeting of the membership. The term of each elected officer shall be one year. The Secretary shall be a resident of the Commonwealth of Massachusetts unless the club shall appoint a resident agent for the service of process, appointed in the manner prescribed by law. Except as otherwise provided by law or these ByLaws, all officers shall hold office until the first regular meeting of the membership following the next annual meeting of the membership and thereafter until their respective successors are chosen and qualified.
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Section 4. NOMINATING COMMITTEE: Each year, the Board of Governors will create a Nominating Committee consisting of three club members in good standing to gather nominations for officers and candidates. The Nominating Committee will present the slate of candidates at the annual meeting of the membership or at a special meeting in lieu of the annual meeting and handle the voting process, including the preparation of the ballot sheet, the distribution of the ballots, and the count of the votes.
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Section 5. RESIGNATION AND REMOVAL: Any officer may resign by delivering his or her written resignation to the club at its principal office or to the President, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. The membership may remove any officer by a vote of a majority of the membership present after a thirty (30) day notice with said notice containing a statement of the causes assigned for such proposed removal and an opportunity to be heard by the Board of Governors.
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Section 6. PRESIDENT: The President shall preside when present at all meetings of the membership and the Board of Governors. The President shall have such other powers and duties as are usually incident to his or her office and as may be vested in such office by these ByLaws or by the officers. The President has the power of being the disciplinary power of the club and shall rule as they arise. The President shall adhere to a protocol of escalating disciplinary action which will consist of:
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a. Verbal warning with notice to the Board of Governors
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b. Written reprimand with written notice to the Board of Governors
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c. Expulsion with written notice to the Board of Governors The President is in charge of the daytoday operations of the club in its entirety.
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Section 7. VICE PRESIDENT: In the absence, resignation, disability, or other incapacity of the President, the powers and duties of that office shall be performed by the Vice President. The Vice President shall have such other powers and perform such other duties as directed from time to time by the President.
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Section 8. TREASURER: The Treasurer shall have general charge of the financial affairs of the club and shall keep full and accurate books of account. He or she shall have custody of all funds, securities and valuable documents of the club, except as the officers may otherwise provide, and shall render a statement of the financial affairs of the club at each monthly meeting of the membership and to the officers and President upon request. He or she shall have such other powers and other duties as are usually incident to that office and as may be vested in such office by these ByLaws or from time to time as designated by the officers. Unbudgeted expenditures in excess of two hundred and fifty dollars shall be discussed at a monthly or special meeting. Such expenses require prior approval by vote of a majority of the membership present at the meeting before disbursement of funds. All accounts of the club shall require the signature of any two of the following officers: President, Vice President, and Treasurer, Secretary, or Assistant Secretary when the amount exceeds five hundred dollars.
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Section 9. SECRETARY: The Secretary shall give such notices of meetings of membership and officers as are required by these ByLaws and shall keep a record of all meetings of membership and officers. He or she shall have such other duties as are usually incident to such office and as may be vested in that office by these ByLaws. In the absence of the Secretary at any meeting of the Board of Governors or the membership, any person designated by the person presiding over such meeting shall perform the duties of the Secretary.
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Section 10. ASSISTANT SECRETARY: In the absence or disability of the Secretary, the powers and duties of that office shall be performed by the Assistant Secretary, if only one, or, if more than one, by the Assistant Secretary designated for that purpose by the membership. Each Assistant Secretary shall have such other powers and perform such other duties as the membership shall from time to time designate.
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Section11. MEMBERATLARGE: the Memberatlarge shall serve as a representative of the membership and present ideas and suggestions of club members to the other officers for consideration and perform such other duties as the membership shall designate.
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Section 12. THE PRESIDENT’S APPOINTEE: The President shall appoint a past President or Vice President who can provide some information about the history of the club and be an advisor to the President and other members of the Board of Governors.
ARTICLE V Indemnification of Officers
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Section 1. INDEMNIFICATION: The club shall indemnify each officer and other agent and each person who formerly served in such capacity and each person who serves or may have served at the request of the club as a director, officer, employee or other agent of another organization in which this club has an interest against all expenses and liabilities, including legal fees, reasonably incurred by or imposed upon him or her in connection with any action, suit, or proceeding to which he may be made a party, or in which he or she may become involved, by reason of his or her being or having been a director, officer, employee, or other agent of the club or, at its request, of any such other organization, whether or not he or she is still serving in such capacity at the time of incurring such expenses or liabilities, except in respect to matters as to which he or she shall be finally adjudged in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her actions were in the best interest of the club, or to be liable for gross negligence or willful malfeasance; provided that, in the event of settlement of any such action , suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement as to which the club is advised by written opinion or independent legal counsel that the directors, officers, employee or other agent to be indemnified did not commit a breach of duty owed to the club and only if a majority of disinterested directors approves the settlement and indemnification as being in the best interest of the club. Such indemnification may include payment by the club of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt by the club of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification hereunder. The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which any person indemnified pursuant to this section may be entitled to under agreement or pursuant to any vote of the membership otherwise.
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Section 2. HOLD HARMLESS CLAUSE: See Exhibit A attached.
ARTICLE VII
Amendment of the ByLaws
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Section 1. AMENDMENT: These ByLaws may, at any time, with two months notice, be amended or repealed, in whole or in part, by vote of a majority of the membership present, provided that the substance of any proposed change must be stated in the notice of the meeting at which such action is to be taken. A majority of the membership present may also amend or repeal these ByLaws, except that no amendment or repeal may be made which changes the date of the annual meeting of the membership.
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ARTICLE VIII
Acceptance of ByLaws
as Written
Adopted by the Membership this 9th day of July, 2009
______________________________ _______________________________
President – Joseph A. Borsari Secretary – Mary Jane Dean
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Exhibit A
ACKNOWLEDGMENT OF RISK AND HOLD HARMLESS AGREEMENT
I hereby acknowledge that I have voluntarily chosen to participate in the activities of the Cape Cod Corvette Club. I recognize that the activities involve risk of injury and I agree to accept any and all risks associated with them, including but not limited to property damage or loss, minor bodily injury, severe bodily injury, and
death. Furthermore, I recognize that participation in the club activities involves activities and risks incidental thereto, including but not limited to, travel to and from meetings, club events, club cruises, club classes, club car shows, and the possible reckless conduct of other participants. I am voluntarily participating in the activities with the knowledge of the risks involved and hereby agree to accept any and
all inherent risks of property damage, bodily injury, or death. In consideration of my participation in the activities and to the fullest extent permitted by law, I agree to
indemnify, defend and hold the Cape Cod Corvette Club, its officers, directors, employees, agents, volunteers and assigns from and against all claims arising out of or resulting from my participation in the activities. "Claim" as used in this agreement means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable to bodily injury, sickness, disease or
death, or injury to or destruction of tangible property including loss of use resulting therefrom. In addition, I hereby voluntarily hold harmless the Cape Cod Corvette Club, its officers, directors, employees, agents, volunteers and assigns from any and all claims, both present and future, that may be made by me, my family, estate, heirs or assigns. I also understand that the Cape Cod Corvette Club does not provide any medical or dental insurance or life insurance to cover bodily injury, illness or death, nor insurance for personal property damage or loss, nor insurance for liability arising out of my negligent acts or omissions; and I acknowledge that I am completely responsible for my own insurance to cover these expenses. I further understand that this acknowledgment of risk and hold harmless is intended to be as broad and
inclusive as permitted by the laws of the State of Massachusetts and that if any portion hereof is held invalid, I agree that the balance shall, notwithstanding, continue in full legal force and effect. I agree that this acknowledgment of risk and hold harmless is effective for as long as I am a member of the Cape Cod Corvette Club.
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Member Printed Name
_________________________________ Date ______________________
Member Signature
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