BY-LAWS OF PEBBLE BEACH SPORTS CAR CLUB, INC.
NAME AND PRINCIPAL PLACE OF BUSINESS
The Name of this Corporation is PEBBLE BEACH SPORTS CAR CLUB, INC. and its principal place of business shall be in Monterey County, California. The Board of Directors reserves the right to establish branch or subordinate offices at any location where this association is qualified to do business.
The specific and primary purpose of this corporation is to promote safe and skillful driving and interest in the sport of Motoring; to promote and schedule events, trips, and gatherings for sports car enthusiasts; to obey all provisions of the California Vehicle Code; and to foster and perpetuate the friendship of the various members.
Section 1.Eligibility for Membership:Membership shall be open to any person interested in the sport of motoring and may be held by any person elected to membership as herein provided and who shall fulfill the requirements as herein set forth.
Section 2.Classes of Membership:There shall be three types of membership: Active, Associate, and Honorary.
A. Active.Active members shall be those members who pay dues as herein provided and who meet participation requirements as voted by the Board of Directors.
B. Associate.Associate members shall be those members in good standing with reference to payment of dues who wish to remain associated with the club but who are either from out-of-town, or fail to meet participation requirements as voted by the Board of Directors. New members shall not join as Associate members. Associate members shall have no voice in meetings of the Corporation.
C. Honorary.Honorary members shall be those persons elected as such by at least a two-thirds majority vote of the Board of Directors or by a majority vote of the members of the Corporation in recognition of outstanding contributions to the sport of motoring or furtherance of interest in sports cars or outstanding past service to the Corporation. Honorary members shall be entitled to attend all meetings of the Corporation and to have a voice in the affairs of the Corporation, but no vote. Honorary members shall pay no dues.
D. Lifetime. Lifetime members shall be those persons elected as such by at least a two- thirds majority vote of the Board of Directors or by a majority vote of the members of the Corporation in recognition of outstanding contributions to the sport of motoring or furtherance of interest in sports cars or outstanding past service to the Corporation. Lifetime members shall be entitled to attend all meetings of the Corporation and to have a voice in the affairs of the Corporation, including a vote. Lifetime members shall pay no dues.
Section 3.Reclassification of membership:The Board of Directors may reclassify an active or an associate member by a majority vote of the Board. A member reclassified, may appeal the decision of the Board at a regular meeting of the general membership of the Corporation.
Section 1.Active and Associate member dues shall be set by a majority vote of the general membership.
Section 2.Any Member thirty or more days delinquent in the payment of dues shall automatically be suspended from membership and any member sixty or more days delinquent in payment of dues shall automatically cease to be a member. The Board of Directors may grant relief from this rule in individual cases to any member who is not an elected official of this Corporation. Any member suspended or dropped from membership for nonpayment of dues may be reinstated up to one year from the original date of the delinquency by payment of the delinquent dues and any penalties voted by the Board of Directors. In all other cases reinstatement shall be processed as a new membership.
ELECTION TO MEMBERSHIP
Section 1.Each prospective member shall be sponsored by one active member and shall submit a completed application form to the Board of Directors, accompanied by required dues and fees. After the prospective member has participated in one event sponsored by the Corporation, attended a meeting of the general membership, and met any other rules or qualifications the Board of Directors deems suitable, the application shall be voted on at the next regular meeting of the Board of Directors. A simple majority vote of the Board members present shall be necessary for the approval of the membership application.
Section 2.Honorary members shall be elected by a two-thirds majority vote of the Board of Directors or by a simple majority vote of all active members of this Corporation.
Section 3.Members of the immediate family of a member shall be accorded the privileges of associate members but shall not be liable for dues. Such membership and eligibility for such membership shall be subject to any rules and regulations as voted by the Board of Directors.
Section 1.Any member who receives a traffic citation from any law enforcement agency for any moving violation during an event sponsored by the Corporation shall be considered disqualified from that event. Any member who receives three or more traffic convictions for moving violations on events or runs sponsored by the Corporation during a one year period shall be suspended from the Corporation for a period voted by the Board of Directors.
Section 2.Any member who commits any offense that unfavorably reflects on the Corporation shall be called before the Board of Directors to show cause why their membership should not be suspended.
Section 3.A member dissatisfied with a period of suspension voted by the Board of Directors may appeal the Board’s decision to the general membership of this Corporation. A two-thirds vote of all members at a regular or special meeting shall be sufficient to overrule the Board of Directors decision on an appealed suspension.
Section 4.Any member under suspension for any reason shall have no part in the club activities and all evidence of membership, badges, decals, membership cards, etc., shall be placed in the safe keeping of the treasurer for the period of suspension.
Section 1.The Officers of the Corporation shall consist of a President, Vice President, Rally Marshall, Special Events Marshall, Safe Driving Marshall, Treasurer, and Secretary. At the present time the requirements for an elected Rally Marshall, Special Events Marshall, and Safe Driving Marshall are suspended. These positions may be filled by appointment of the President or by a volunteer from the active membership as needed.
Section 2.Officers shall serve for a period of one year or until their successors are elected. A vacancy in any office except that of President, shall be filled for the remainder of the unexpired term of that office, by appointment from the President with approval from the Board of Directors. No person who is not an active member of the Corporation may serve as an officer of the Corporation. A vacancy in any office shall be deemed to exist when the holder of the office dies, resigns, is suspended, is reclassified as an associate member of the Corporation, or is otherwise unable to carry out the duties of the office.
Section 3.Officers of the Corporation shall commence to serve as such on the first day of January following their election.
Section 4.Officers shall be elected at the first general business meeting of members in November. Voting shall be by Secret ballot, and the candidate receiving the vote of the majority of the active members present shall be elected. Voting by proxy shall not be permitted in the election of officers.
Section 5.The duties of the elected officers shall be as follows:
A. President.The President shall preside at all meetings of the Board of Directors and of the membership general meetings. The President shall appoint the members of any standing or special committees subject to the approval of the Board of Directors. The President shall have no vote at the Board of Director meetings except is case of a tie. The President shall execute in the name of the Corporation all documents, contracts, and other instruments issued by the Corporation except checks, membership cards, and other documents and instruments which the Board of Directors shall authorize the Treasurer to execute. The President shall be or shall appoint the official representative of the Corporation in all its dealings with other organizations. The President shall be an ex-officio member of all committees, entitled to be present at their meetings.
B. Vice President.The Vice President shall preside at meetings of the Corporation and of the Board of Directors in the absence of the President. In case of the temporary inability of the President to carry out the duties of the office, the Vice President shall serve in the President’s place. In case of a vacancy in the office of President, the Vice President shall serve as presiding officer until a new President shall have been elected at the regular election of officers.
C. Rally Marshall. This position is suspended at this time.
D. Special Events Marshall. This position is suspended at this time.
E. Safe Driving Marshall.This position is suspended at this time.
F. Treasurer. The Treasurer shall act as custodian of the funds of the Corporation, and sign all checks of the Corporation drawn upon a bank which shall be designated by the Board of Directors as the depository of the funds of the Corporation. The Treasurer shall collect the dues of members and any special assessments that may be levied. The Treasurer shall maintain an accurate record of the receipts and disbursements of the Corporation, and shall be responsible for the preparation of any tax returns required of the Corporation. The Treasurer shall make an annual report to the members of the Corporation and such other reports as the Board of Directors may from time to time require. The Treasurer shall maintain an accurate roll of the members of the Corporation, indicating their status as Active, Associate, Honorary, or suspended.
G. Secretary.The Secretary shall keep minutes of the Corporation general membership and Board of Director meetings. The Secretary shall keep minutes of committee meetings when requested to do so by the chairman of the committee. The Secretary shall conduct the correspondence of the Corporation and maintain an orderly file of all correspondence. The Secretary shall give notice of all meetings of the Corporation or of its Directors as required by these By-Laws. The Secretary shall act as custodian of the seal of the Corporation and of the copies of its Articles of Incorporation and By-Laws.
Section 6.The Board of Directors shall create the posts of assistant or assistants to any office in the Corporation as it becomes necessary. If any such post is created the elected officer of the Corporation in charge of such a post shall appoint with approval of the Board of Directors an active member to that post and whose term shall run concurrently with that of the elected officer. Assistants shall have the authority and powers as delegated by the officer holder whom they assist and under the rules and regulations as voted by the Board of Directors but shall have no voice and no vote.
Section 1.Regular meetings of the members shall be held on the second Monday of each month.
Section 2.Special meetings of the general membership may be called at anytime by any three officers of the Corporation or by a majority vote of the Board of Directors at a regular or special session. Notice of the time and place of special meetings shall be given in writing and shall be mailed not less than one week prior to a special meeting. Notice may be waived by a majority of all active members. Such waiver shall be in writing.
Section 3.The annual meeting of the Corporation shall be held on the second Monday in November of each year. Notice of the location and time of said meeting shall be given one week prior to the meeting either by mail to all members or by one publication in a newspaper of general circulation on the Monterey Peninsula.
Section 4.Meetings of the Board of Directors shall be held regularly on the last Monday of each month at a time and place designated by the President and at other times upon the call of any four Board members.
Section 5.Business meetings of the Corporation and of its Board of Directors shall be conducted under Parliamentary Procedure as established by the Seventy-fifth edition of “Roberts Rules of Order”.
Section 6.At regular and special meetings of the members, a quorum shall consist of those active members present.
BOARD OF DIRECTORS
The Board of Directors shall consist of the elected Officers of the Corporation, past Presidents of the last five years, and at least four active members who shall be nominated and elected at the same time as the Officers of the Corporation. A quorum shall consist of five members of the Board of Directors. It shall be the duty of the Board of Directors to conduct the affairs of the Corporation, reporting its actions to the members at the next regular general membership meeting following a meeting of the Board of Directors. The Board of Directors shall report its activities at special meetings of the Corporation when so requested by an active member.
Section 1.These By-Laws or the Articles of Incorporation of the Corporation may be amended or repealed by a two-thirds vote of the active members of the Corporation at any annual meeting of the members, or at any special meeting called for that purpose.
Section 2.The text of any proposed amendments to these By-Laws shall be mailed by the Secretary to all active members not less than three weeks before their adoption is voted upon.
Revised 9 January 20172