DIABLO VALLEY CORVETTES

BYLAWS

ARTICLE  I

NAME

The name of this club is DIABLO VALLEY CORVETTES (also known as “DVC”)

ARTICLE  II

PURPOSE

        The primary purposes of the club are:

  1. To encourage interest in the ownership of Corvette automobiles.
  2. To promote favorable relationships with the general public.
  3. To exchange ideas, general information and technical data related to Corvettes.
  4. To actively support sports car competition in all of its various forms.
  5. To cultivate safe driving habits and stimulate pride of Corvette ownership.
  6. To encourage positive social interaction between Corvette owners.

ARTICLE  III

INCORPORATION

DVC is incorporated as a non-profit corporation and shall abide by the laws of the State of California.  In the event of a conflict, these Bylaws are deemed to be amended to conform to the California Corporation Code relating to non-profit corporations.

        

ARTICLE  IV

MEMBERSHIP

  1.  MEMBERSHIP REQUIREMENTS
  1. A member must have a Corvette.

  2. A prospective member must attend at least two club functions or two regular meetings or a combination of one function and one meeting within a 90-day period prior to application for membership.
  3. A prospective member must be voted into membership by a two thirds (2/3) majority vote of all members in good standing present at a regular meeting.
  4. A prospective member must submit a formal membership application and payment of dues to the Membership Director.
  5. A voting member of DVC must have a Western States Corvettes Council (“WSCC”) membership number and have paid in full their membership in DVC for that calendar year to be considered a member in good standing.
  6. A past member or associate member must re-apply for a voting membership.  The initiation fee may be waived by the approval of two thirds (2/3) of all members in good standing present at a regular meeting where a quorum is present.  

  1. DEFINITION OF MEMBERSHIP

 

  1. A voting member is a member whose dues are paid in full for the calendar year and who is a member in good standing pursuant to Bylaws Section A-5, above, and Article VIII (C).
  2. An associate member is a member in good standing who no longer owns a Corvette, or whose primary WSCC membership is with another club.  An associate member who no longer owns a Corvette shall have one calendar year to acquire another Corvette.  This one year period shall run from the end of the year in which the member was a voting member.  Associate status may be extended for one additional year at the discretion of the Board of Directors.  Associate members shall otherwise retain all of the rights and privileges of a voting member, except voting rights.
  3. Any member may resign by submitting a letter of resignation to the President.  The    resignation shall be deemed effective upon receipt and club privileges shall terminate.

ARTICLE  V

FEES AND DUES

  1. NEW MEMBERSHIP FEES
  1. The first year membership fee shall include an initiation fee to be submitted with the membership application and annual dues at the time of acceptance into the club.  The initiation fee is set by the Board and covers the cost of the following:

  1. A copy of the current membership roster
  2. Name tags (including spouse or significant other)
  3. A copy of the current By-Laws to be placed on the Website

  1. The initiation fee shall apply to the new member including spouse or significant other.
  1. ANNUAL MEMBERSHIP DUES

  1. Membership dues for voting and associate members will be established by the Board of Directors on an annual basis.  Dues will include WSCC membership fees.
  2. Annual dues are due and payable on December 1 of the preceding calendar year.  After December 15th of the prior calendar year, the dues will be considered late and the member will be responsible directly to WSCC for assessed late charges.
  1. SPECIAL FEES

         

Special fees shall be passed by the Board of Director and approved by a two thirds (2/3) vote of all voting members in good standing, when a quorum is present, at the next general meeting.

ARTICLE  VI

MEETINGS

  1. Diablo Valley Corvettes will hold a general membership meeting monthly at a location to be designated by the Board of Directors.  The location shall be announced at the preceding general meeting and posted on the website.
  2. Board meetings will be held at a time and place designated by the Board.  The time, date and location of Board meetings (except emergency meetings) will be posted on the website at least four (4) days prior to the meeting.
  3. Special Board meetings may be called as deemed necessary by the President or two members of the Board.  
  4. The Board of Directors may meet in executive session to consider litigation, matters relating to contracts with third parties, member discipline, or to meet with a member at the member’s request.  Minutes from executive sessions shall not be made available to members.
  5. Board meetings are open to members. They may request a reasonable opportunity to speak.

ARTICLE  VII

BOARD OF DIRECTORS

  1. GENERAL POWERS

  1. All corporate authority of the club is vested in the Board of Directors.
  2. All activities of the club shall be conducted, and all powers exercised, by and under the direction of the Board. The only exception to this general rule is when the Bylaws specifically state that a particular decision or action requires the approval of the members.
  3. The club will pay the cost of errors and omissions coverage for Executive Board Members if warranted.

  1.  COMPOSITION OF BOARD OF DIRECTORS

  1. The Board of Directors of this club shall consist of the following:

Executive Board Members: President, Vice President, Secretary, Treasurer

Other Elected Board Members: Membership Director; Public Relations Director; Activities Director, Webmaster, Board Member at Large, Sergeant at Arms

              Non-voting Board Member: Immediate Past President

  1.  TERMS OF OFFICE
  1. Executive Board members shall serve for a term of two years.  The President and Secretary shall be elected in even numbered years and begin service the following January 1st.  The Vice-President and Treasurer shall be elected in odd numbered years and begin service the following January 1st.
  2. Executive Board members shall hold the same office for no more than two consecutive terms.
  3. Should an Executive Board position that is up for election be uncontested, the two year term limit restriction may be waived.
  4.  Other elected Board positions, with the exception of Webmaster, shall be filled each year and are not subject to term limits. Webmaster is a two year position and not subject to term limits.
  5. The Immediate Past President shall serve as a non-voting member of the Board for one year immediately following the term of his or her presidency.
  6. Upon a vacancy (due to resignation, sickness, illness, death) the Board of Directors shall appoint a person to serve the remainder of the term until the next election for that office.
  1.  DUTIES OF THE BOARD OF DIRECTORS
  1. PRESIDENT.  The President shall have the following responsibilities:
  1. Preside at all meetings of the club and serve as an ex-officio member of all standing committees;
  2. Appoint special committees, as necessary, to meet the needs of the club;
  3. Call meetings of the Board of Directors as deemed necessary;
  4. Vote at a Board meeting only to make or break a tie; and    
  5. Represent DVC, in person or through a representative, at club or WSCC events.
  1. VICE PRESIDENT. The Vice President shall have the following responsibilities:
  1. Perform the duties of the office of the President in the absence of the President;
  2. Maintain a record of club property and equipment by serial number and location; and
  3. Chair the Nominating Committee.
  1. SECRETARY. The Secretary shall have the following responsibilities:
  1. Take minutes at every Board meeting and general membership meeting;
  2. Distribute minutes of the general meetings to the members;
  3. Maintain binders with copies of all Board and general meeting minutes;
  4. Send notices to members and handle all necessary correspondence at the direction of the President; and
  5. Have such other powers and duties as prescribed by the Board of Directors.
  1. TREASURER. The Treasurer shall have the following responsibilities:
  1. Keep an account of and be responsible for the treasury of  Diablo Valley Corvettes during his or her term of office;
  2. Collect annual club dues;
  3. Maintain control of any and all monetary transactions according to the following guidelines:
  1. Present proposed expenditures in excess of the established amount for approval by the Board of Directors;
  2. Maintain possession of Diablo Valley Corvettes’ checking account records and shall ensure that all checks drawn on the funds of the club have two signatures from among the President, Vice President, Secretary, and Treasurer;
  3. Prepare an annual budget and present it for approval to the Board of Directors within one month from the beginning of the calendar year, and present it to the general membership at the next regular business meeting;
  4. Deliver a financial report to the Board at each Board meeting and to the general membership at each monthly business meeting;
  5. Prepare an annual report of the finances of the club within one month from the close of the calendar year showing the receipts and disbursements for the year and present it to the general membership at the next regular business meeting;
  6. File annual Statements of Information as required by the Secretary of State; and
  7. Have such other powers and duties as prescribed by the Board of Directors.
  1. MEMBERSHIP DIRECTOR. The Membership Director shall have the following responsibilities:
  1. Introduce new members and guests at the club functions;
  2. Follow-up with guests and respond to requests for membership information;
  3. Distribute and collect new membership applications;
  4. Notify applicants of acceptance into the club;
  5. Handle distribution of membership materials;
  6. Keep a current roster of all voting and associate members in good standing, and
  7. Assist in the transactions of the business of the club.
  1. PUBLIC RELATIONS DIRECTOR. The Public Relations Director shall have the following responsibilities:
  1. Contact merchants and vendors regarding club sponsorship opportunities and solicit donations for club awards and events;
  2. Contact news media and local vendors to publicize DVC events, as appropriate;
  3. Maintain a record of past DVC event flyers and advertizing  materials; and
  4. Assist in the transaction of business of the club.
  1. ACTIVITIES DIRECTOR. The Activities Director shall have the following responsibilities:
  1. Organize and coordinate club social events;
  2. Make suggestions for club activities to the general membership at general meetings;
  3. Encourage other members to host club events; and
  4. Assist in the transactions of the business of the club.
  1. WEBMASTER. The Webmaster shall have the following responsibilities:
  1. Maintain and up-date the DVC website, including but not limited to, uploading data and photos, formatting, layout, links, scripts, programming, and generally maintaining website functionality;
  2. Assist with the printing and/or uploading of event flyers; and
  3. Assist in the transaction of the business of the club.
  1. BOARD MEMBER AT LARGE. The Member at Large shall have the following responsibilities:
  1. Maintain a history of club events and club business;
  2. Function as the club’s historian and facilitate a record of the year’s events; and
  3. Assist in the transaction of the business of the club.
  1.  SERGEANT AT ARMS. The Sergeant of Arms shall have the following  responsibilities:
  1. Insure order during club meetings;
  2. Act as the club’s chief parliamentarian and decide all issues of parliamentary procedure according to Robert’s Rules of Order;
  3. Maintain custody of past Bylaws, current Bylaws and proposed bylaw amendments;
  4. Chair the Bylaws committee; and
  5. Assist in the transaction of the business of the club.

  1.  IMMEDIATE PAST PRESIDENT. The Immediate Past President shall:

a.          Serve a single one-year term during the year immediately following his or her
           presidency as a non-voting member; and

b.   Assist in the transaction of the business of the club.

ARTICLE VIII

VOTING

  1.  QUORUM REQUIREMENTS
  1. A quorum for the Board of Directors meetings shall be two-thirds (2/3) of the Board members.
  2. A quorum for the general membership meeting shall be twenty-five percent (25%) of the total voting membership.
  3. Any action taken by the membership shall be upon the affirmative vote of the majority of the voting members present where a quorum is present.
  1. PROXIES

    No member of the Board and no member of the club shall be entitled to act or vote by proxy.
  2. VOTING RIGHTS
  1. Each member in good standing in allowed one vote. For the purposes of voting, “in good standing” means that a member’s dues are paid in full and no suspension of voting rights is in effect.
  2. Associate members may not vote.

ARTICLE  IX

NOMINATION AND ELECTION OF BOARD OF DIRECTORS

  1. NOMINATING COMMITTEE
  1. The purpose of the Nominating Committee shall be the vetting of candidates to fill the elective posts in the club for the coming year.
  2. The Nominating Committee shall be chaired by the Vice President.  The Committee shall be selected by the Board no later than the first scheduled general meeting in the month of August.
  3. The Committee shall be composed of three (3) members and assisted by the Vice President.  No more than two (2) of these members may be current Board members.
  4. The duties of the Committee shall be to:
  1. Meet, in its entirety, at least once between their appointment and the September general meeting, at a time and place designated by the Chairperson;
  2. Accept nominations from members for open Board positions;
  3. Determine qualified nominees for each elective position;
  4. Present a proposed slate or ballot for open Board positions at the first regularly scheduled general meeting in September.
  1. Final nominations for open Board positions shall be closed by the end of the September general meeting, and the election of Board members shall take place during the first general meeting of November.
  2. The various powers and duties of the Nominating Committee will expire at the termination of the November election meeting.
  1. NOMINATIONS FROM THE FLOOR

The general membership may nominate additional candidates from the floor during the September general meeting. Members nominated from the floor must be present to accept or decline the nomination.

  1. ELECTION OF DIRECTORS
  1. A member may hold only one elective Board position at any one time.
  2. Only one member per household may hold a Board position at any one time.
  3. Candidates for executive Board positions must have been in the club for a minimum of twelve (12) months prior to running for office.
  4. Board members must be voting members in good standing.
  5. An absentee ballot will be provided upon request at least two weeks prior to election.
  6. Election will take place by secret ballot at the November general meeting.
  7. In a contested election, the candidate receiving the highest number of votes will be deemed the winner.
  8. To avoid conflicts of interest, a candidate for a Board position may not concurrently hold a Board position in another WSCC club.

ARTICLE  X

CLUB PROPERTY

  1. Members will be responsible for all club property in their possession.
  2. Members are required to replace at current market value or repair club property lost or damaged while in their possession.  The decision as to whether the club property will be replaced or repaired will be made by the Board.  The repair or replacement must take place within thirty (30) days from the date the member was to have returned the club property.
  3. Club supplies, property, and records should be transferred to the new Board members prior to January 1st.

ARTICLE  XI

MEMBER CONDUCT

  1. RULES OF CONDUCT
  1. No member shall engage in any unlawful, destructive or disruptive behavior at any club function, or engage in any behavior which would put DVC at the risk of legal action.
  2. No member shall conduct an exhibition of speed or drive recklessly at or during a club function or event.
  3. Any violation of the rules will be just cause for disciplinary action under this Article.
  1. DISCIPLINARY ACTION FOR MISCONDUCT
  1. Any member in good standing may make a written allegation of misconduct to any member of the Executive Board.
  2. A Review Committee comprised of four (4) Board members, appointed by the president, shall investigate the allegations, and determine if discipline is warranted.
  3. The member shall be afforded a reasonable opportunity, at a mutually convenient time and place, to be heard by the Review Committee, in executive session, either in person or through a representative.
  4. Upon a determination of misconduct by the Review Committee, the Committee shall notify the member in writing of its decision. The Committee may discipline a member in any manner it deems reasonable. For egregious offenses, the Committee shall have the power to suspend the voting rights of a member and ban that member from participating in club activities for a period not to exceed sixty (60) days.
  1. APPEAL OF A DISCIPLINARY ACTION

A member shall have the right to appeal as follows:

  1. The member may protest the discipline at the next Board meeting. Appeal to the Board will be in an executive session at a date and time to be announced.
  2. The Chair of the Review Committee or their representative will be allowed ten (10) minutes to present the reason for the discipline without interruption. The member, or his or her representative, will be allowed ten (10) minutes to state for reconsideration without interruption.
  3. The decision to confirm, reverse, or modify the discipline will be made by a vote of the Board of Directors. The member shall be notified of the Board’s decision in writing. The decision is irrevocable.
  4. Two (2) suspensions will result in expulsion from the club.

ARTICLE  XII

RATIFICATION OF AMENDMENTS

  1. Once an amendment to the Bylaws is approved by the Board, the amendment shall be ratified by the affirmative vote of two thirds (2/3) of the members present at a meeting where a quorum is present.  Members shall be given an opportunity to review the amended Bylaws at least one month before being asked to approve the amendment (s).  Voting shall be done by secret ballot and members may request an absentee ballot if they know they will not be present at the meeting at which the ballots will be cast.
  2. To become effective, the approved amendments to the Bylaws must be distributed to the members.
  3. There will be a Bylaws Committee appointed by the Board to review the Bylaws on an annual basis.

Signature: __________________________________             _______________________

                          Lori Thompson, Secretary                                        Date