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

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

A. 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.

  1. A past member must re-apply for a voting membership.  The Membership 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.  

B. DEFINITION OF MEMBERSHIP

 

  1. A voting member is a member whose dues are paid in full for the calendar year per bylaw section Article VIII (C).
  2. A social member is a member in good standing who no longer owns a Corvette, and who does not plan on owning a Corvette, and who has been a member of the club in good standing for 5 (five) years. Social members may participate in all activities associated with the club.
  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 a membership fee to be submitted with the membership application and applicable annual dues at the time of acceptance into the club.  The membership fee is set by the Board and covers the cost of the following:
  1. Club Insurance

b.   A copy of the current membership roster

c.   Name tags (including spouse or significant other)

d.   A copy of the current DVC By-Laws and policies and procedures

  1. The membership fee shall apply to the new member including spouse or significant other.

  1. ANNUAL MEMBERSHIP DUES

  1. Membership dues will be established by the Board of Directors on an annual basis.  
  2. Annual dues are due and payable by December 1st of the preceding calendar year.  After December 31st of the prior calendar year, the dues will be considered late and will be assessed late charges. A late fee of $10.00 shall be assessed after December 31st and up to two months later.  Thereafter, if no payment is made said member will be dropped from the roster and will be required to apply for reinstatement.  

  1. SPECIAL FEES

         

  1. 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:
  1. Executive Board Members: President, Vice President, Secretary, Treasurer
  2. Other Elected Board Members: Membership Director; Public Relations Director; Activities Director, Board Member at Large, Sergeant at Arms
  3. 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, shall be filled each year and are 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 break a tie  
  5. Represent DVC, in person or through a representative, at club 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.

  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. The Board can recommend and approve capital expenditures up to $500.  Amounts in excess of $500 will be presented to the general membership for a vote of approval at the general meeting.
  2. The Board can approve all event related expenses without prior notification to the general membership.  The Treasurer will report on said expenses in the treasury recap at the next general meeting.
  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 social 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 advertising 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. 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:
  1. Serve a single one-year term during the year immediately following his or her

                           presidency as a non-voting member; and

  1. 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

  1. No member of the Board and no member of the club shall be entitled to act or vote by proxy.

  1. VOTING RIGHTS
  1. Each member in good standing is 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.

ARTICLE IX

NOMINATION AND ELECTION OF BOARD OF DIRECTORS

  1. NOMINATIONS FROM THE FLOOR
  1. The general membership shall nominate candidates from the floor during the September and October general meetings. Final nominations for open board positions shall be closed by the end of the October meeting.
  2. Nominated Members must be in good standing with the club.
  3. 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 in writing (or electronic) to the Secretary 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. If a candidate runs for a board position uncontested, that member will be voted in by acclamation and will assume that board position for the length of time as specified in Article VII – C – Terms of Office.  
  9. To avoid conflicts of interest, a candidate for a Board position may not concurrently hold a Board position in another Corvette 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 may 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 subject to the alleged misconduct 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.  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.
  5. Egregious offenses may result in expulsion from the club as determined by the review committee.

  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 may 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 (as per Article IX section B sub note 5) 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: __________________________________             _______________________

                          Carl Carey, Secretary                                        Date

               

Rev. June 2023