BYLAWS

MID-ATLANTIC ROADRACING CLUB
EFFECTIVE FEBRUARY 1986

 

ARTICLE I. NAME, PURPOSE, AND EMBLEM

Section 1. Name

Section 2. Purpose

Section 3. Emblem

Section 4. Policy

 

ARTICLE II. MEMBERSHIP

Section 1. Membership

Section 2. Spouse and Junior Membership

Section 3. Membership in Good Standing

Section 4. Privileges

Section 5. Forfeiture of Membership

Section 6. Non-voting Membership

Section 7. Resignation

 

ARTICLE III. MEETINGS

Section 1. Annual Meeting

Section 2. Notice of Annual Meeting

Section 3. Monthly Meetings

Section 4. Regular Meetings

Section 5. Quorum

Section 6. Voting

Section 7. Parliamentary Procedure

 

ARTICLE IV. DIRECTORS AND OFFICERS

Section 1. Board of Directors

Section 2. Officers

Section 3. Duties

 

ARTICLE V. ELECTION AND REMOVAL OF DIRECTORS AND OFFICERS

Section 1. Directors

Section 2. Officers

 

ARTICLE VI. COMMITTEES

Section 1. General

Section 2. Standing Committees

 

ARTICLE VII.  PUBLICATIONS

            Section 1. Club Publications

Section 2. Subscriptions

 

ARTICLE VIII.  FINANCES

Section 1. Dues

Section 2. Fiscal Year

Section 3. Books

Section 4. Financial Orders

 

ARTICLE IX.  AMENDMENT OF BYLAWS

            Section 1. Means of Change

Section 2. Methods of Voting on Change


ARTICLE I

Name, Purpose, and Emblem

 

Section 1. Name.

The name of the Club shall be the Mid-Atlantic Roadracing Club.

 

Section 2. Purpose.

The purpose of this organization shall be to promote the sport of motorcycling, and through educational and other means, to advance the cause of skillful riding, courtesy on the public highways, and safety of all users of public thoroughfares. In addition, it shall be the purpose of this organization to promote and encourage the preservation, ownership, and use of motorcycles; to promote and encourage the highest level of professionalism and safety for participants and spectators involved in motorcycle racing; It shall be the purpose of this organization that all of its activities shall be handled in such a manner as to promote a positive public image for motorcycling in general and for motorcycle racing in particular.

 

Section 3. Emblem.

The club emblem shall be designated at a later date.

 

Section 4. Policy.

No member of the Club shall, without the explicit written approval of the Board of Directors, use the Club name, acronym, or emblem for any advertising, promotional scheme, endorsement of products or services, or the similar purpose.

 

 

ARTICLE II

Membership

 

Section 1. Membership.

Membership in the Club shall be open to all individuals interested in motorcycles and the sport of motorcycling.

 

1.B. Membership will start when the Secretary issues a membership card on receipt of an application and membership fee. Membership year will start at this time and continue until the last day of the same month of the following year.

 

Section 2. Spouse and Junior Membership.

 

2.A. When a married couple are both members of the Club, one may be a Spouse Member.

 

2.B. A member under 18 years of age shall be a Junior Member. That person

is eligible for all the privileges of the Club except those limited by the

Board of Directors of the Club to members 18 years of age or older. A Junior

Member may not be a member of the Board of Directors.

 

Section 3. Membership in Good Standing.

All members, to be in good standing, must be current in their dues to the Club.

 

Section 4. Privileges.

All members in good standing of the Mid—Atlantic Roadracing Club are entitled to all Club Privileges.

 

Section 5. Forfeiture of Membership.

5.A. Forfeiture of membership in the Club shall occur for any of the following reasons:

 

5.A.1. Nonpayment of dues within ninety days after commencement of the membership year for which they are payable.

 

Failure to pay any indebtedness to the Club within ninety days after the occurrence of such indebtedness.

 

5.A.3. Willful infraction of the Club Bylaws or any rules enacted pursuant thereto.

 

Conduct which discredits the Club or is in any way deleterious to the best interests of the Club.

 

5.B. Forfeiture of membership for reasons one and two above (listed as 5.A.1. and 5.A.2.) shall be automatic.

 

5.B.1. Membership automatically forfeited for the above two reasons may be reinstated by the forfeited member's request following the satisfactory disposition of the delinquent monetary obligation to the club which caused the original forfeiture.

 

5.C. A proceeding for forfeiture of membership in the Club f or reasons three and four above (listed as 5.A.3. and 5.A.4.) shall be instituted at the sole discretion of the President following a signed complaint by any member in good standing. In the event that the President determines that such a proceeding should be instituted, he shall:

 

5.C.1. Transmit to the member in question, by registered mail, one copy of such complaint accompanied by a notice of the right to request, within thirty days, a personal hearing before the Directors of the club on the matters set forth in the complaint.

 

5.C.2. In the event that the member in question requests a hearing within thirty days, the President shall appoint a reasonable time and place for such and notify all interested parties thereof.

 

5.C.3. The President shall preside at the hearing. The complaining member shall appear and give evidence in support of the complaint. The member complained of shall have the right to appear in person or by counsel, to present evidence, and to cross-examine witnesses.

 

5.C.4. At the conclusion of all evidence and dialogue, the Board of Directors of the Club shall determine by majority written ballot, in their sole and final discretion, whether forfeiture of membership shall occur.

 

5.C.5. Should a majority of the Directors vote not in favor of forfeiture of membership, no forfeiture shall occur and the facts alleged and presented in the complaint shall not be used as the basis for any other proceeding against the same member.

 

5.C.6. In the event the President is the member complained of, his duties and functions set forth in this section shall be performed by the Vice President.

 

5.C.7. In the event that any Director of the Club is the member complained of, he shall not vote upon the question of his own forfeiture, but the remaining Directors shall appoint an ad hoc Director to hear and vote that question with the remaining Directors as provided in this section.

 

Section 6. Non-voting Membership.

 

The board of directors may from time to time, as they deem fit, create or eliminate additional classes of non-voting members.

 

Section 7. Resignation.

 

Any member may resign by letter of resignation sent to the Secretary of the Club. The resignation shall be effective upon receipt of the letter, provided all indebtedness to the Club is paid.

 

 

ARTICLE III

Meetings

 

Section 1. Annual Meeting.

An Annual Meeting of t[i~ Club shall be held within the first sixty days of the new calendar year at such time and place as may be designated by the President The Members at each Annual Meeting shall consider and transact such business as may properly and legally come before them, including, but not limited to, the election of Directors and reports of Officers and Committees.

 

Section 2. Notice of Annual Meeting.

Notice of the Annual Meeting shall be mailed to the last known address of all Membership in good standing of the club at least ten days prior to the date of the appointed meeting. Such notice shall specify the time and place of the meeting.

 

Section 3. Monthly Meetings.

Deleted

 

Section 4. REGULAR MEETINGS

Such general membership meetings that are required to carry out the objectives of the Club may be called by the President, with the concurrence of a majority of the Board of Directors, at such time and place as may be designated by that officer. Notice of such meetings shall be mailed to all members at least As days before the meeting date. Such notice shall indicate purpose, the date, time, and place of the meeting.

 

Section 5. Quorum.

At the annual Meeting or any other meeting of the voting members of the

Club, ten percent of the Members in good standing shall constitute a quorum.

If less than a quorum is present, a majority of the voting members present

may adjourn the meeting from time to time until a quorum is present.

 

Section 6. Voting.

All actions at the Annual or other meetings shall be by a majority of those members present and voting except as may be provided elsewhere in the Bylaws.

 

Section 7. Parliamentary Procedure.

Roberts Rules of Order Revised shall be adhered to in all Parliamentary questions and conduct of meetings. The chairman of the Bylaws Committee shall be the parliamentarian of the Club.

 

 

ARTICLE IV

Directors and Officers

 

Section 1. Board of Directors.

The business and affairs of the Club shall be managed by a board of nine Directors, each of whom must be a member in good Standing. The Board of Directors shall have full charge of the property and business of the Club with full power and authority to manage and conduct the same subject to instructions of the Membership. Five Directors shall constitute a quorum. The Directors shall serve for two years, or until their successors take office. In the initial election (1984) of the Board of Directors only the five with the largest number of votes will serve for two years; The other four Directors elected in this election will serve one year terms. Each election following this initial election will be alternating between electing four Directors one year and five Directors the next.

 

1.A. Term Limits:

All elected Board of Directors shall serve no more than three (3) consecutive terms. Upon completion of the third term, said Director shall be restricted from running for the Board of Directors for a period of one (1) year, until the next election for the Board of Directors. (Amended January 12, 2002)

 

Section 2. Officers.

The officers of the Club shall be the President, Vice-President, Secretary, and Treasurer. No person shall hold more than one office at a time. Officers shall serve for one year, or until their successors are elected and assume office. In order to qualify for any office, an individual must be a Director. The officers shall be elected by the Board of Directors as provided for in Article V. In the event that a vacancy occurs in any office, the President may appoint an Officer pro tempore to the vacated post until such time as a special election can be held as provided for in Article V.

 

Section 3. Duties.

3.A.     Duties of the President:

The President shall preside at all meetings of the Members, the Board of

Directors, and the Officers, and shall perform the duties appertaining to

this office. He shall be the Chief Executive Officer of the Club.

 

3.B.      Duties of the Vice-President:

In the absence of the President, the duties of the office of the President shall be performed by the Vice-President. He shall also perform such other duties as may be assigned him at any time by the President. In the event the office of President is vacated, the Vice-President shall succeed to the office of President.

 

3.C. Duties of the Secretary:

The Secretary shall attend all meetings of the members, Directors, and Officers, and shall record all minutes and votes in a book kept for that purpose. This officer shall keep an up-to—date roll call of all Club Members. This person shall give notices of meetings of the membership required by the Bylaws and shall perform all other duties incident to this office. This person may, with approval of the majority of the Directors, appoint an Assistant Secretary and delegate to that person such functions and powers of the Office of Secretary as the Secretary may decide.

The Secretary shall bring to each meeting of the Members of the Board of Directors a copy of the Bylaws.

In the absence of the Secretary and Assistant Secretary, if any, from any such meeting, the presiding officer may choose a Secretary pro tempore.

 

3.D.    Duties of the Treasurer

The treasurer shall, subject to such restrictions and conditions as may be made by the Board of Directors, supervise:

 

3.D.1.              Custody of all monies, debts, and obligations belonging to the Club.

 

3.D.2.              Receiving all monies of the Club and depositing them to the Club Account.

 

3.D3. Payment of the Club debts and obligations.

 

3.D.4.              Maintaining the financial records of the Club so as to reflect its financial condition.

 

3.D.5.              Financial analysis and advice to the board of Directors on financial matters.

The Treasurer shall give financial bond at the Clubs expense when bond is determined to be desirable by the Board of Directors.

The Treasurer shall render a report of the financial status of the Club at the Annual Meeting, and, if so required by the President at any meeting of the Directors and Members.

 

 

ARTICLE V

Election and Removal of

Directors and Officers

Section 1. Directors.

 

1.A. To be elected, a candidate must have been nominated in one of the following ways:

 

1.A.1.    Any five Members in good standing may nominate a candidate for the Board of Directors. Such nominations must be made in writing, signed by the Members making the nominations, and delivered to the Secretary on or after September 1, and by October 31.

 

1.A.2.    The Nominating Committee shall nominate candidates for the Board of Directors. The number of candidates so nominated shall exceed by at least one the number of vacancies to be filled. The nominating committee shall deliver its list to the Secretary by October 31.

 

1.A.3. No member shall be nominated without his or her consent.

 

1.B. Elections.

 

1.B.1.      Each member shall be entitled to vote for as many individual candidates as there are directorates to be filled at that election.

 

1.B.2.      The Secretary shall prepare a ballot to be mailed to the Members in good standing. Such ballot shall be mailed by November 30. The ballot shall clearly state the number of  candidates who may be voted for and the terms of the Directorates to be filled. Voting for more than the number of candidates indicated on the ballot will invalidate the ballot, but a ballot will not be invalidated if less than the stated number of positions are voted for.

 

1.B.3 All voting shall be in writing and all ballots must be received by the Secretary by  December 30 provided the number of candidates nominated exceed by at least one the number of vacancies to be filled. Should the number of candidates nominated be equal to or less than the number of vacancies to be filled, the Secretary shall be instructed to post a unanimous vote by acclamation for the candidates as nominated.

 

1.B.4. Each ballot shall be enclosed in a sealed envelope or a facsimile thereof. The envelope or facsimile thereof shall have printed on its face the word “ballot”. The back of the envelope or facsimile thereof shall have printed on it the name of the Member casting the ballot and that Members signature.

 

1.B.5. The Secretary shall receive all sealed envelopes containing ballots and shall certify each with regard to membership in good standing by making a mark on the envelope and on the Membership roll next to the voting Member’s name.

 

1.B.6. The Secretary shall transmit all ballots unopened to the Elections Committee.

 

1.B.7. The Elections Committee, prior to the Annual Meeting shall open all certified, sealed envelopes, immediately separating all signed envelopes from the ballots so that no identification of the ballots is possible. Uncertified envelopes shall be retained for one month pending challenge, and if there is no challenge, destroyed unopened. Those ballots, improperly marked or otherwise unintelligible, shall be declared invalid by the Elections Committee. Reasonable facsimiles of ballots shall be allowed provided they contain only information which is shown on the official ballot. All counted ballots and ineligible ballots (which were not counted) shall be retained for one month for examination by the Membership. Such examination will be arranged by the Member so desiring and the Chairman of the Elections Committee.

 

1.C.           Awarding of Directorate.

Directorates and terms shall be awarded in decreasing order of votes received by individuals, with the longest directorate going to the individual amassing the highest number of votes. In case of tie votes, a majority of incumbent Directors shall, by means of a secret ballot, determine which candidate will receive the longest term, or in the case of a tie for the shortest term, which candidate shall receive the Directorate.

All winning candidates shall be announced at the Annual Meeting.

 

1 .D. Assumption of Office.

The newly elected Directors shall assume office at the close of the business portion of the Annual Meeting.

 

1.E.    Special Elections.

In the event of any vacancies on the Board Of Directors, the membership shall be notified by mail before the next Regular Meeting. Any member in good standing may contact any Board Member in writing before the meeting requesting to be a nominee for the vacant position. Nominations shall also be taken from the floor at the meeting. Any person nominated must agree to serve on the board. The new Board member will be elected by those present at the Meeting.

 

1.F. Removal of Directors.

Any ten percent of the Membership in good standing may, by written petition submitted to the President in duplicate, propose the removal of a Director. In the event that the petitioners propose the removal of the President, the petition shall be submitted to the Vice-President. The receiving officer shall subsequently transmit at the earliest Opportunity, a copy of the petition, by registered mail, to the Director who’s removal is proposed. Said Director shall be given ten calendar days in which to file with the receiving Officer any answering statements. At the end of the ten days, a copy of the petition along with any answering statements which the Director in question may nave, shall be mailed to all Members in good standing along with a ballot by the Secretary. If the Secretary is the Director whose removal is proposed, the mailing shall be done by an ad hoc officer appointed by the President.

Not less than fifteen nor more than thirty days shall be allowed for voting. All ballots shall be indicated to be returned to the Secretary or an ad hoc officer if the Secretary is the Director whose removal is proposed. The voting shall be carried out in accordance with paragraphs 1.B.5.through 1.B.7. of this ARTICLE V.

 

If two-thirds of the Members voting favor the proposal for removal, the removal of that Director shall become effective immediately, providing that the Members voting represent at least ten percent of the Members in good standing. if less than two-thirds of the Members voting favor the proposal for removal, the Director shall not be removed and the facts alleged in the shall not be the basis for any other proceeding against the same Director.

 

Section 2. Officers.

 

2.A.    Election and Assumption of Office.

The Officers of the Club shall be elected annually by the newly elected Board of Directors by secret ballot at a special meeting of such held prior to the Annual Meeting. The previous year’s President shall preside over the meeting and supervise the balloting. The previous year’s President shall have no vote unless that person shall have been reelected to, or an incumbent of, the Board of Directors for the coming year. The newly—elected officers shall take office at the close of the business portion of the Annual Meeting.

 

2.B.           Removal.

An Officer may be removed by a majority vote of all Directors using a secret ballot.

 

 

ARTICLE VI

Committees

 

Section 1. General.

The Board of Directors shall from time to time create and designate such committees as it may deem necessary over and above those mentioned in the Bylaws. The Board of Directors shall specify the duties and responsibilities of such committees and shall appoint a chairman for each committee.

Members of committees shall serve at the pleasure of the Board of Directors.

The Board of Directors may from time to time cancel and disband committees as it may deem necessary, however, standing committees as mentioned in this ARTICLE, Section 2. may not be disbanded without an amendment to the Bylaws as specified in ARTICLE IX.

 

Section 2. Standing Committees.

Standing committees specifically created are:

 

2.A.    Bylaws Committee. The Board of Directors shall appoint a Bylaws Committee of three members. It shall be the duty of the Bylaws Committee

to: (1) review current Bylaws annually and recommend such action as may seem appropriate; (2) resolve questions of interpretation of the Bylaws and recommend such action as may seem appropriate to eliminate further problems as to the meaning of the provisions in question; and (3) offer advice and recommendations on new Bylaws and Bylaws amendments proposed by petition as provided in ARTICLE IX.

 

2.B. Elections Committee. The Board of Directors shall appoint an Elections Committee of three Members.

 

2.C. Nominating Committee. The Board of Directors shall appoint a nominating Committee of three Members by August 1 of each year. They shall be responsible for nominating candidates for office in accordance with ARTICLE V, paragraph 1.A.2.

 

 

ARTICLE VII
Publications

 

Section 1. Club Publications.

The Club shall sponsor or issue such publications as in the judgement of the Officers will best serve the interests of the Club. The staff for any publications shall be appointed by the President.

 

Section 2. Subscriptions.

The Board may designate one or more Club publications as subscription publications and set a subscription price. The subscription price shall be included in the Club Dues.

 

 

ARTICLE VIII

Finances

Section 1. Dues.

 

l.A. Members shall pay dues at such times and in such amounts as the Board of Directors may from time to time establish.

 

1.C. The board of Directors may establish reduced dues for Spouse Members, Junior Members, or such categories of Members as it may determine.

 

Section 2. Fiscal Year.

The fiscal year shall be the calendar year.

 

Section 3. Books.

The books of record shall be properly maintained by the Treasurer to reflect financial receipts, disbursements, balance, and assets of the Club.

 

Section 4. Financial orders.

Checks, contracts, and other orders for payment of monies in the name of the Club shall be signed by the President or the Treasurer up to the amount of Two Hundred and Fifty Dollars ($250.00). Above that amount, the signatures of both of the above officers are required.

 

 

ARTICLE IX

Amendment of Bylaws

 

SECTION 1. MEANS OF CHANGE

All Bylaws amendments must be submitted to the Bylaws Committee for consideration. The Bylaws Committee shall report any proposed changes to the general membership in writing at least fifteen days before any action is to be taken.

 

SECTION 2. METHODS OF VOTING ON CHANGE

In any case the Secretary shall prep are a copy of the proposal to be mailed to al members in good standing and one of the following must take place:

 

2.A. If a regularly scheduled meeting falls not less than fifteen days nor more than thirty days from the time of mailing, the proposal will be voted on at the meeting. At least fifteen percent, of the membership must be present to constitute a quorum for a change in Bylaws, and two thirds of the voting membership must be in favor of the amendment for it to be adopted.

 

2.B. If no regularly scheduled meeting falls within thirty days of the preparation of the proposal, the Secretary shall prepare a ballot to be mailed with the proposal. Not less than fifteen days nor more than thirty days shall be allowed for the voting. The ballot shall clearly state the proposal for amendment and the action to be taken. Each ballot shall be enclosed in a sealed envelope or a facsimile thereof. The envelope or facsimile thereof shall have printed on its face “ballot” and the back shall printed on it the name of the Member casting the ballot and that Member’s signature. The Secretary shall receive all sealed envelopes containing ballots and shall certify each with regard to membership in good standing by making a mark on the envelope and on the Membership roll next to the voting member’s name. At the next Board of Directors meeting after the voting period closes, the envelopes will be opened and counted in accordance with ARTICLE V, Section 1.B.7.  If two thirds of the Members voting favor the amendment, it shall thereby be approved and adopted, providing the Members voting represent at least fifteen percent of the membership in good standing.