Puget Sound MINI Motoring Club Bylaws
BYLAWS OF PUGET SOUND MINI MOTORING CLUB
ARTICLE I MEMBERSHIP
Section 1. Membership Year. The membership year shall begin on the first day of the month that a member signs up and ends the last day of that month of the following year.
Section 2. Age and Residence Requirement. To qualify for membership, the member must be a person eighteen years of age or older and be a resident of the United States or Canada or an active member of the Armed Forces.
Section 3. MINI Car Ownership. To qualify for membership, and to continue membership eligibility, a member must meet at least one of the following requirements.
a) Live in a household with a MINI registered to it or that has had a MINI registered to it within the prior 12 months, or
b) Have a MINI on order or be otherwise in the process of purchasing a MINI, and reasonably expect to complete the purchase process within the following six months, or
c) Be a MINI enthusiast.
For membership purposes, “MINI” includes all vehicles available in the US under the MINI brand, plus any version or derivative of the “Classic Mini”, whether originally marketed in the US or not.
Section 4. Voting and Associate Members. A voting member is one who has paid the annual dues for the year. The annual dues for voting membership shall be set by the Board of Directors on an annual basis and will not be pro-rated for less than a full year, except that annual dues paid by new members in December, January or February will qualify as dues for the ensuing year. No portion of dues is refundable under any circumstances.
One family member or significant other of a paid Puget Sound MINI Motoring Club member shall be considered an associate member. An associate member may not vote but may enjoy all the other rights and privileges of a voting membership.
ARTICLE II MEMBERSHIP MEETINGS
Section 5. Place of Meetings. Meetings of members shall be held at the principal office of the organization, within or outside the State of Washington, which may be either fixed or set by the Board of Directors.
Section 6. Annual Meeting. The annual meeting of the members of the organization shall be held on any date and time, which may from time to time be designated by the Board of Directors. At such annual meeting any other business may be transacted which may properly come before the meeting. A majority of Board Members must be present at the annual meeting.
Section 7. Postponement of Annual Meeting. The Board of Directors shall have authority to hold the annual meeting of members at an earlier date and/or time, or to postpone it to a later date and/or time.
Section 8. Special Meetings. Special meetings of the members, for any purpose or purposes, may be called by either the Board of Directors or by at least twenty percent (20%) of the voting membership.
Section 9. Notice of Meetings. Except as otherwise may be required by law, notice of each meeting of members shall be given to each member entitled to vote at that meeting by the Secretary or other person charged with that duty, not less than ten (10) nor more than sixty (60) days before such meeting.
Notice of any meeting of members shall state the date, place and hour of the meeting. Notice of any meeting of members shall be given either by email, by first-class mail, or posted on the PSMMC web site, at the discretion of the Board of Directors.
If any notice addressed to a member at the mailing address or e-mail address of that member appearing in the books of the organization is returned to the organization by the United States Postal Service or cannot be delivered electronically, then proper notice to that member shall be deemed to have been given.
Section 10. Voting. Votes or voting by proxy may be done in person at a scheduled meeting, or by e-mail to the Secretary of the Board of Directors, or through associated web sites to vote and collect votes.
ARTICLE III BOARD OF DIRECTORS
Section 11. Powers. Subject to the provisions of law or any limitations in the Articles of Incorporation or these Bylaws, the business and affairs of the organization shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the organization to a management company or other person, provided that the business and affairs of the organization shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
Section 12. Number of Directors. The authorized number of Directors of the organization shall be not less than a minimum of three (3) nor more than a maximum of seven
(7) and the number of Directors presently authorized is five (5). The exact number of Directors shall be set within these limits from time to time (a) by approval of the Board of Directors, or (b) by the affirmative vote of a majority of the voting members.
Any amendment of these Bylaws changing the maximum or minimum number of Directors may be adopted only by the affirmative vote of a majority of the members entitled to vote; provided, an amendment reducing the minimum number of Directors to less than three (3), cannot be adopted.
No reduction of the authorized number of Directors shall remove any Director prior to the expiration of such Director’s term of office.
Section 13. Election and Term of Directors. The Directors shall be elected at the annual election. The annual election shall be held at the end of each fiscal year. Each Director, including a Director elected or appointed to fill a vacancy, shall hold office either until the expiration of his/her term for which elected or appointed, or until his/her death, resignation or removal. Results of the annual election shall be verified by the Secretary and published by the President.
Section 14. Resignations. Any Director of the organization may resign effective upon receipt of written notice to the Board of Directors. A successor may be elected or appointed pursuant to Section 25 of these Bylaws, to take office on the date that the resignation becomes effective.
Section 15. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times, places and dates as fixed in these Bylaws or by the Board of Directors.
Section 16. Participation by Telephone/Electronic Device. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar electronic equipment, so long as all members participating in such meeting can hear one another. Such participation constitutes presence in person at such meeting.
Section 17. Special Meetings. Special meetings of the Board of Directors for any purpose may be called by the President or by any two (2) Directors. Unless otherwise provided, a simple majority of members voting is sufficient to pass any motion or other business.
Section 18. Notice of Meetings. Notice of the date, time and place of all meetings of the Board of Directors, shall be delivered personally, orally, by first class mail, in writing, or by telephone or electronic mail to each Director, at least forty-eight (48) hours before the meeting. Such notice may be given by the Secretary of the organization or by the person or persons who called a meeting.
Section 19. Place of Meetings. Meetings of the Board of Directors may be held at any place within or without the state which has been designated in the notice of the meeting.
Section 20. Action by Written Consent Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors individually or collectively consent in writing or by e-mail to such action. Such written consent or consents or e-mails shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 21. Quorum and Transaction of Business. Seventy Five percent (75%) of the number of Directors or 3 Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the number of Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the law, the Articles of Incorporation or these Bylaws specifically require a greater number.
Section 22. Indemnification of Directors, Officers, Employees and Other Agents.
(a) Directors and Executive Officers. The organization shall indemnify its Directors to the fullest extent not prohibited by Washington law.
ARTICLE IV OFFICERS
Section 23. Officers. The organization shall have a President, a Vice -President, a Treasurer, a Secretary and an Events Officer, and such other officers with such titles and duties as the Board of Directors may determine.
Section 24. Inability to Act. In the case of absence or inability to act of any officer of the organization or of any person authorized by these Bylaws to act in such officer’s place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other Director or other person whom it may select, for such period of time as the Board of Directors deems necessary.
Section 25. Resignations. Any officer may resign at any time upon written notice to the Board of Directors. Such resignation shall be effective upon its receipt by the President, the Secretary or the Board of Directors, unless a different time is specified in the notice for effectiveness of such resignation.
Section 26. Vacancies. A vacancy occurring in any office for any cause shall be filled by the Board of Directors.
Section 27. Advisers/Experts. Advisers or Experts appointed by the Board of Directors are appointed to make their special expertise available to assist the organization in the management of the organization or by providing services to the organization.
Section 28. President. The President shall be the general manager of the organization and shall have general supervision, direction, and control over the business and affairs of the organization, subject to the control of the Board of Directors. The President may sign and execute, in the name of the organization, any instrument authorized by the Board of Directors, except when the signing and execution thereof shall have been expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the organization. The President shall have all the general powers and duties of management usually vested in the president of an organization and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors or these Bylaws. The President shall have discretion to prescribe the duties of other officers and employees of the organization in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board of Directors.
Section 29. Vice President. In the absence or disability of the President, the Vice President, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President’s duties also include acting as liaison between the Club and Sponsors of the Club and providing active membership information to the club sponsors monthly. The Vice President should seek out new and appropriate Sponsors. The Vice President shall also coordinate, support and promote select sponsor-led events for the club with assistance as needed from the Events Director. The Vice President shall have such other powers and perform such other duties as may be prescribed for them from time to time by the Board of Directors or otherwise pursuant to these Bylaws.
Section 30. Secretary. The Secretary shall keep minutes of all meetings of the Board of Directors, and committees of the Board of Directors, if any, and minutes from any general meetings. Such minutes shall be kept in written or electronic form. The Secretary ensures there is a record of the organization’s members, showing the names, addresses, and e-mail addresses of all members and associate members. The Secretary shall provide updated membership information monthly to all members of the Board. The Secretary maintains official record of these Bylaws. The secretary shall be responsible for filing all reports and any other information as required by the State of Washington. The Secretary shall give notice of all meetings of members, Directors and committees of the Board of Directors, as required by law or by these Bylaws, and should exercise such powers and perform such duties as are usually vested in the office of secretary of an organization, and exercise such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.
Section 31. Treasurer. The Treasurer shall be responsible for all functions and duties of the financial manager of the organization. The Treasurer shall keep and maintain adequate and correct books and records of account and membership records for the organization. The Treasurer shall be responsible for receipt of all monies due and payable to the organization from any source whatsoever; have charge and custody of, and be responsible for, all monies and other valuables of the organization; and be responsible for deposit of all such monies in the name and to the credit of the organization with such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the organization as is appropriate. The Treasurer shall maintain a statement of the financial condition of the organization and exercise such powers and perform such duties as are usually vested in the office of Treasurer of an organization. The Treasurer shall provide a financial status report to the Board on a quarterly basis and shall provide a summary of the club’s financial activities for each fiscal year by posting this information on the Forum.
Section 32. Events Director. The Events Director shall act as liaison between club members and any other car clubs to assist in coordinating events, and in sponsorship needs. The Events Director, in consultation with the board as needed, will monitor and approve member requests for specific events per the PSMCC event guidelines. PSMCC event guidelines will be reviewed by the board on an annual or as needed basis. The Events Director shall appoint specific Event Coordinators as needed and maintain the events calendar.
ARTICLE V CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS
Section 33. Execution of Contracts and Other Instruments. The Board of Directors may enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authorization may be general or confined to specific instances. Except as so authorized, no officer, club member, agent, or employee shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
Section 34. Loans. No loans shall be contracted on behalf of the organization except as authorized by the Board of Directors. When so authorized by the Board of Directors, any officer or agent of the organization may affect loans and advances at any time for the organization from any bank, or other institution, and for such loans may make, execute, and authorized, may mortgage or transfer any and all property, real or personal, at any time held by deliver promissory notes or other evidence of indebtedness of the organization and, when the organization, and to that end endorse, assign and deliver the same as security for the payment of any and all loans, advances, indebtedness, and liabilities of the organization. Such authorization may be general or confined to specific instances.
Section 35. Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, or other depositories as may be selected by the Board of Directors, or by any Officer of the organization to whom such power may be delegated by the Board of Directors. The Board of Directors may make such rules and regulations with respect to such bank accounts as are deemed advisable.
Section 36. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money issued in the name of the organization shall be signed by the President or the Treasurer.
Receipts for use of club debit and/or credit cards by any Board member must be provided to the treasurer as soon as practicable.
ARTICLE VI MISCELLANEOUS
Section 37. Fiscal Year. Unless otherwise fixed by resolution of the Board of Directors, the fiscal year of the organization shall end on the last day of December in each calendar year.
Section 38. Annual Financial Report. The Board of Directors shall prepare a balance sheet at the end of each fiscal year and an income statement and statement of changes in financial position for such fiscal year. Such balance sheet and statements shall be posted in the “Members Only” section of the Puget Sound MINI Motoring Club website within 120 days of the close of the fiscal year.
Section 39. Bylaw Amendments. Except as otherwise provided by law, these Bylaws may be amended or repealed by the Board of Directors or by a vote of a majority of those members entitled to vote. Any such amendment shall be published on the club’s website.
Section 40. Construction and Definition. Unless the context requires otherwise, the general provisions, rules of construction, and definitions contained in the Revised Code of Washington shall govern the construction of these Bylaws .
BYLAWS revised by majority vote of the board on December 30, 2020