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the Proposed 2010 Bylaws
CASCADE COBRAS
2009 BYLAWS
I. ARTICLE 1 = NAME AND PURPOSE
I.1 Section 1 = Name:
The legal name of the Club is the Cascade Cobras, hereafter referred to as the "Club".
I.2. Section 2 = Purpose:
The general purpose of the Club shall be to encourage replica ownership, operation and enjoyment of replica Cobra automobiles (and their derivatives); provide service to others, and to encourage careful and skillful driving on public roads.
I.3. Section 3 = Government:
The government of this Club is vested in its members who exercise the right of control in all its affairs, subject to the laws of the State of Oregon regarding not-for-profit corporations. These Bylaws shall guide government and shall take effect when accepted by a majority of active members at a regular meeting with at least a quorum of members present.
I.4. Section 4 = Goals:
1. Help each other finish their cars.
2. Coordinate several organized runs a year.
3. Be a resource for other members and enthusiasts.
4. Have some fun together as new friends.
5. Do something for society to make it a better place; donate
to Doernbeckers.
6. Catalog our cars, maybe a web site or other (see http://www.pacnw.ffrog.com/).
7. Involve our families and friends.
8. Be
responsible citizens; obey the laws.
9 Show
good will to other car owners.
II. ARTICLE II = MEMBERSHIP AND DUES
II.1. Section 1 = Membership Qualifications
Any individual interested in the sport of motoring that has an interest in original and Cobra replicas and the Cascade Cobra Club is eligible to become a member of this organization.
II.2. Section 2 = Application Procedure
All applicants for active membership in the Club shall fill out the Club's membership form and submit it to the Club treasurer, along with dues. Upon completing the above provisions, said applicant shall be given active membership status.
II.3. Section 3 = Active Members
Refers to any person accepted as provided in Section 2 of this article. Said member shall have the right to vote, hold office, receive the newsletter, be issued a photo nametag, be issued a windshield sticker, be issued Club business cards, use Club-owned materials, be issued a membership card, participate in Club-sanctioned events and post items on the Club's website.
II.4. Section 4 = Dues
Membership annual dues shall be established each calendar year by the Board of Directors, with approval by the membership at a regular meeting. Dues shall be payable by January 1st of each year. Membership shall automatically lapse for non- payment at the end of February. Dues are non-refundable, and payment entitles each member to vote.
II.5. Section 5 = Expulsion and Resignation
Any member may be expelled for
infraction of Club rules or for such cause contrary to the best interests of
the Club, by majority vote of the Club officers. However, before such action is taken, the
member shall have an opportunity to submit in writing or in person their
position on any charge against them. The
member shall receive written notice of the charge and shall have the right to
appeal to the membership. Any member may
resign by directing a letter of resignation to the secretary. Their resignation shall be effective upon
receipt of such letter, provided all indebtedness to the Club is paid.
III.
ARTICLE III = OFFICERS AND DUTIES
III.1. Section 1 Officers:
The officers of the Club shall be a President, Vice
President, Secretary, Treasurer, an Events Coordinator, and a Newsletter
Editor-Publisher. Any additional
officers shall be considered and proposed by the Board of Directors as
needed. Term of office for officers of
the Club shall be two (2) years, from January through December of the following
year or the remainder of an officer's term if a person is elected or appointed
an officer during the interim.
III.2. Section 2 Board of Directors:
The Board of Directors will consist of the six (6)
elected officers.
III.3.Section 3 = Officer Nomination & Election:
The nomination of officers shall come from the floor of a regular meeting, typically in the Fall. All existing officers shall be automatically nominated for re-election unless he or she expresses interest in stepping down. Ballots will be mailed to all active members by December 1st and the results announced in January. In the event of a tie, a runoff election will be held by secret ballot of those members present at the next membership meeting. A quorum must be present to have an election of officers.
III.4.Section 4 = Officer Resignation:
Should any of the Club officers resign or become
unable to hold office before the end of their elected term, the highest-ranking
officer shall call a meeting of the other officers and vote to fill the
vacancy.
III.5.Section 5 = Officer Removal:
Any officer may be removed from their office any time by a two-thirds majority vote of the active members present at any meeting of the membership called for that purpose.
III.6.Section 6 = Officer Duties:
III.6.1. The President shall preside at all meetings of the membership and of
the Board. In the name of the Club and
with the Secretary, the President shall be ex-officio member of all committees
of the Club, and may appoint members to committee service when deemed
necessary. The President shall appoint
a membership committee of three (3) active members who shall be responsible for
Club elections, maintaining a current roster and perform other functions to
help maintain an informed, orderly membership.
With approval of the Board of Directors, the President may authorize a vote
by mail election of officers. Such ballots
will be distributed by means of the newsletter or special mailing. Deadline for receipt of the ballots is
"will be noted on the ballot".
The Board will direct the membership committee to count and tabulate the
votes cast.
III.6.2. The Vice-President shall assume the duties of President in case of
the absence, incapacity or inability of the President to perform the duties of
his/her office. The Vice-President shall also assume any duties as necessary to
aid the President in running the Club more efficiently. In conference with the
President, the Vice-President shall assume any other duties most complementary
to his/her talents, such as show chairperson, public relations, events
coordinator, audit team chairperson, etc.
III.6.3. The Secretary shall be responsible for keeping the minutes of all
meetings; shall have custody of all Club records other than financial records;
shall with the President sign all written contracts and obligations of the
Club; and shall maintain the official correspondence of the Club. The Secretary shall keep a log of all items
purchased for common use by the Club.
The log will record the date of purchase, cost, storage location and
custodian. The custodian is responsible
for tracking location of these items.
This will include items such as walkie-talkies, banners, ropes and any
item purchased by the Club with the intent of being a shared Club resource.
III.6.4. The Treasurer shall be responsible for the collection and disbursement of all Club funds in accordance with the instruction of the Board; and shall be responsible for the financial records of the Club. The Treasurer shall prepare an annual budget and propose annual dues with members of the Budget Committee. The membership shall approve the budget and dues during the first meeting of each year. Expenditures based on an approved budget shall be authorized by the membership, regardless of amount. Any expenditure not on the approved budget over fifty ($50.00) dollars will be subject to a vote by the general membership at a regular meeting. Most costs incurred such as entry fees, event/show admission, displays costs will be paid for by those participating in the event, unless funds are pre-approved by the Club. In the event of an "emergency" purchase, reimbursement may be requested at the next Club meeting. The Club is not obligated to reimburse the member and the decision will be determined by a majority vote. At the November meeting, the Treasurer shall deliver the financial records for the annual audit. The President shall appoint a team comprised of Club members who will audit the financial records and report their findings at the December Club meeting.
III.6.5 The Events Coordinator shall be responsible for maintaining the Club's activities on the website calendar, including Club meeting dates, any Club-sponsored activities (runs, picnics, Christmas party, etc.) as well as item of interest to Club membership.
III.6.6. The Newsletter Editor/Publisher shall be responsible for
the collection of written information, artwork, photos, etc., of interest to
the membership. Content of the
newsletter will be edited by this person under the direction of the Board of
Directors. Publications and circulation
are also his/her duty, which is normally carried out quarterly, at least seven
(7) days before the regular meeting date.
Club funds will be used for production of the Newsletter and
distribution through the U. S. mail.
IV. ARTICLE IV = MEETINGS
IV.1.1. Section 1 = Meetings:
The regular meeting of the Club membership shall be
held monthly unless otherwise determined by the Board. The Events Committee meetings will be held as
necessary. Special meetings may be
scheduled and held at the discretion of the President.
IV.1.2. Section 2 = Meetings Notices:
Special meeting notices shall be U.S. mailed,
e-mailed or telephoned to all members not less than three (3) days prior to the
meeting date. If telephoning is used, at
least three (3) attempts will be made to reach each member by phone, in the
event of no answer on the first try.
Notice of any such meeting shall contain the time, place, date and
agenda.
IV.1.3.Section 3 = Quorum:
Nine (9) voting members shall constitute a quorum
at a regular meeting.
IV.1.4. Section 4 = Board Meetings
The Board of Directors shall meet one time a year to consider matters as presented by the officers. An agenda will be sent out at least a week in advance. The meeting date and place shall be by common consent.
V.
ARTICLE V = FISCAL YEAR
The fiscal year shall be from January 1st
through December 31st of each year.
VI.
ARTICLE VI = AMENDMENTS
A two-thirds vote of the active members present at
any regular meeting of the Club is required to change the Bylaws. Written notice is required before a meeting
to change the Bylaws.
VII. ARTICLE VII = PARLIAMENTARY AUTHORITY
Robert's Rules of Order and Robert's Parliamentary
Law shall apply on all questions, procedures and parliamentary law not
specified in these Bylaws (See www.robertsrules.com ).
VIII.
ARTICLE VIII = DISSOLUTION OF ORGANIZATION
Upon dissolution of the organization, all funds and any assets remaining will be donated to a charitable organization decided upon by a majority vote of active membership, at a regular meeting.
GUIDELINES
1.
Club Newsletter
Name - Cobra Bites
Frequency - Quarterly
2.
Event Planning Meetings
Announced
via www.FFCobra.com, NW Forum or e-Mail
Frequency - Monthly, or as needed
3. Annual Events:
The Club shall establish activities and events
that meet the needs of members. These
shall include car tours, car shows, technical conferences, build parties,
races, dyno days, track days, Club Barbeque, etc. Active members shall be invited via e-mail.
4. Relaxed Atmosphere - The Club is primarily a social organization. Active members are encouraged to get involved and make suggestions that they believe will benefit Club members or the community. All ideas for improvement are welcome.
Submitted for review to the membership and approved
January 24, 2009.
Tim Laughlin,
Vice-President & Rules Committee Chair