Bylaws of the SAN DIEGO MIATA CLUBArticle I. Name1.1 Name - The name of this organization shall be San Diego Miata Club (the "Club"), a California mutual benefit organization.Article II. Purpose2.1 Purpose - The purpose of the Club shall be to promote good will for the mutual benefit of Club members and to provide social and recreational activities that enhance the ownership experience of Mazda MX-5 Miata automobiles.Article III. Membership and Qualifications3.1 Requirements - The term "member" means a member in good standing with current dues paid.3.2 Types of Memberships - Memberships may be single or dual. 3.3 Single Memberships - A single membership shall consist of one person, and shall have one vote on any Club matters. 3.4 Dual Memberships - A dual membership shall consist of two people from one household. Both people shall be entitled to all the rights and privileges of members except: 3.4.1 Only one member of a dual membership shall be entitled to vote on any Club matter. 3.4.2 Only one member of a dual membership shall be eligible to serve on the Board of Directors at any time. 3.4.3 A dual membership shall be entitled to only one printed copy of any newsletter or other material distributed by the Club to the members. 3.5 Responsibilities - Members shall act in accordance with the stated purpose of the Club. The Board may suspend or revoke the membership of any member whose actions are deemed detrimental to the Club. Article IV. Board of Directors4.1 Number of Directors - The Board of Directors ("Board") shall consist of the four officers.4.2 Requirements - All Directors must be members in good standing. 4.3 Purpose - The Board shall represent the membership in all official matters, and is to act in the interest of the membership in the conducting of Club business and activities. 4.4 Spending Limit - In matters regarding expenditure of Club funds in excess of $500, the Board shall present a recommendation for approval at a general membership meeting. Approval is not required for expenses related to publication and distribution of the Club newsletter, maintenance and updating of the Club web site, or renewal of Club insurance. 4.5 Ratification - Recommendations requiring membership approval shall be presented to the members at any scheduled membership meeting. A simple majority vote of paid memberships present shall authorize Board decisions. 4.6 Delegation - The Board may authorize its appointees to act on behalf of the general membership in matters of routine Club business. Article V. Officers and Duties5.1 Enumeration - The officers of the Club shall consist of a President, Vice-President, Treasurer, and Secretary, and shall represent the membership in all official matters. 5.2 Distinct Positions - No member shall hold more than one office at a time. 5.3 President - The President shall preside at all membership and Board meetings; shall enforce these bylaws; can sign checks and contracts; and shall be responsible for carrying out the decisions of the membership. 5.4 Vice-President - The Vice-President shall preside in the absence of the President. 5.5 Treasurer - The Treasurer shall sign checks and collect all dues and other monies from any and all sources; shall keep books of accounts and make a financial report at Club meetings; at the last meeting of each year, shall make an annual financial report showing all income and disbursements, and shall provide a budget forecast for the following year. 5.6 Secretary - The Secretary shall keep the minutes and records of the membership and Board meetings; on request, shall furnish each member with a copy of these bylaws and their amendments as they occur; and, at the last meeting of his or her term, shall turn over the minutes and records of the past year for the Club files. Article VI. Board Meetings6.1 Frequency - The Board shall meet at least quarterly at times and places determined by the Board. 6.2 Open - Regular Board meetings shall be open and announced to the membership in advance via the Club's newsletter. 6.3 Special Meetings - Special Board meetings may be called by a two-thirds vote of the directors, and need not be announced or open to the membership. 6.4 Electronic Meetings - The Board may utilize electronic communications to make decisions between scheduled meetings. However, any such decisions must be ratified by the directors at the next scheduled Board meeting, and must be recorded in the minutes. 6.5 Quorum - A quorum at any Board meeting shall consist of at least three directors. 6.6 President - All directors, including the President, shall be entitled to move or second motions and to vote on any matter coming before the Board. In the event of a tie vote, the motion shall be deemed to have failed. 6.7 Minutes - Minutes of all Board meetings shall be made available for inspection by members. Article VII. Membership Meetings
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