SWFLCC Constitution and Bylaws

CONSTITUTION AND BY-LAWS

TABLE OF CONTENTS:

ARTICLE I              NAME AND LEGAL AUTHORITY

ARTICLE II             OBJECTIVES

ARTICLE III            MEMBERSHIP

ARTICLE IV            OFFICERS

ARTICLE V             EXECUTIVE BOARD

ARTICLE VI            COMMITTEES

ARTICLE VII           PARLIAMENTARY PROCEDURES

ARTICLE VIII          ELECTION OF OFFICERS

ARTICLE IX            AMENDING CONSTITUTION AND BY-LAWS

ARTICLE X             QUORUM

ARTICLE XI            DISSOLUTION OF CLUB

AMENDMENTS/ HISTORICAL RECORD

                                                                  CONSTITUTION AND BY-LAWS
 

ARTICLE I – NAME AND LEGAL AUTHORITY

The organization is known as: “Southwest Florida Corvette Club” (SWFCC) and operates as a non-profit organization.

The Club was incorporated in the State of Florida on March 28, 1989, as a non-profit organization under Chapter 617, Florida Statutes.  The Club is also governed by Section 501(c)(7) of the Internal Revenue Code which applies to social and recreation clubs and provides for an exemption from federal income taxes. (Amended 3/13/13)

ARTICLE II - OBJECTIVES

The purpose for which this organization is formed is to promote interest and activities in the field of motor sports; to provide and regulate events and exhibitions for Corvettes and their owners; and to promote involvement in the civic community.

ARTICLE III - MEMBERSHIP

Section 1.    Application for membership to the organization is submitted either on-line via the Club’s website or the submittal of a hard copy application form to any Board member.  A person is not considered a member until dues are paid in full.  To become a new member, a person/couple must own a Corvette. (Amended 3/13/13)

Section 2.    The membership year is from January 1^st to December 31st.

Section 3.    Membership fees are due in full by November 1^st.  If said dues are not paid by December 15^th, the Club will assess a $10 late fee to the primary member. (Amended 2/20/18)

Section 4.    Only active members with dues in current status have voting rights and are eligible to hold office.

Section 5.    To be considered to be an honorary member, a majority vote of the membership is required at a regular Club meeting. Honorary members pay no dues and have no voting rights.   (Amended 2/20/18)

Section 6.    A minimum membership time is not required for an active member to run for a club office position.

Section 7.    The Board will purge from the membership roster those persons who have not paid their renewal dues by December 31^st. (Amended 3/13/13)

Section 8.    Any Board officer or committee head who has served in his position for at least one year will receive free dues for the following year. (Amended 10/18/14)

ARTICLE IV - OFFICERS

Section 1.    

Officers will consist of a President, Treasurer, and Secretary.  Officers will be elected at the monthly meeting held in October.  Newly elected officers will assume their duties at the beginning of the new year and hold office for the calendar year.  The officers comprise the Executive Board of the Club. (Amended 2/20/18)

 Duties of the officers are as follows: 

• President

1. Presides at all club meetings, regular and special. This includes developing and publishing final meeting agendas.
2. Presides as Chairman of the Executive Board.
3. Calls special meetings of the membership.
4. Calls meetings of the Executive Board.
5. Member of the Executive Board.
6. Director of all Club business.

• Treasurer

1. Assumes the duties of the President during temporary absence of the President, Vice-President of Competition, Activities & Events, and Vice President of Membership. (Amended 2/20/18)
2. Custodian of the Southwest Florida Corvette Club Funds.
3. Maintains financial records.
4. Receives & deposits monies from events, fees, dues, etc.
5. Disburses monies for trophies, postage and normal Club business authorized by the membership.
6. Member of the Executive Board.
7. Prepares financial reports, including annual Club budget. (amended 3/13/13)
8. Reconciles bank statements. (amended 3/13/13)
9. Takes necessary action to ensure that all required State of Florida documents are up-to-date and all required fees are paid. (Amended 3/13/13)

• Secretary

1. Assumes the duties of the President during the temporary absence of the President, Vice-President of Competition, Activities & Events, Vice President of Membership, and Treasurer. (Amended 2/20/18)
2. Records and maintains minutes of meeting.
3. Prepares order of business for presiding officer.
4. Member of the Executive Board.
5. Publishes Newsletter which includes monthly meeting minutes.
6. Responsible for public notifications.
7. Custodian of official Club records. (amended 3/13/13)

Section 2.    

A Board member may be removed with cause only by majority vote of the membership at a Club meeting. (Amended 3/13/13)

ARTICLE V - EXECUTIVE BOARD

 Section 1. 

The Executive Board determines what Club business may be presented for information and/or for voting by the membership.  A member may submit in writing an item for consideration to any Board member at least two weeks prior to a regular scheduled monthly meeting. (Amended 3/13/13)

Section 2.   

Meetings of the Executive Board shall be called at the discretion of the President, with a minimum of one meeting per calendar year, to transact business of the organization and make recommendations, if any, in the form of resolutions to be presented to the membership at regular or special meetings.

Section 3.   

The President, with the approval of the Treasurer, is authorized to spend up to the amount of $50.00 for the benefit of the club without prior approval of the membership. (Amended 8/17/2009)

ARTICLE VI - COMMITTEES

Section 1.   

The Competition, Activities & Events Committee will be chaired by the Vice-President of Competition, Activities & Events.

Section 2.   

The President may establish other committees on an as needed basis. (Amended 3/13/13)

ARTICLE VII - PARLIAMENTARY PROCEDURES

The guidance contained in “Robert’s Rules of Order Revised” shall be followed by the Club in handling Club business at regular Club meetings and at Board meetings.  However, these By-Laws will supersede “Roberts” if they are different. (Amended 3/13/13)

ARTICLE VIII - ELECTION OF OFFICERS

Section 1.    The Election of Officers shall be held at the October monthly meeting. Nominations may come from the active membership only. (Amended – 09/18/07)

Section 2.    In the Election of Officers, a simple majority of the quorum must be attained.  If the first vote does not provide the majority, a second vote between the highest vote recipients shall be taken.

Section 3.    Newly elected officers will assume their duties as of January 1 of the upcoming year.  However, they may begin earlier if they are succeeding a temporary officer, i.e., they may complete the remainder of the current year term as well as the upcoming calendar year or if the position they are filling had been vacant.  Each officer shall serve a term of one year.  (Amended- 09/18/07 & again on 3/13/13))

Section 4.    In the event of a vacated office, a special election shall be held and the person shall serve only for the remainder of the year the position was vacated.  If the position is vacated during the- last quarter of the year and cannot be filled, the seat will remain empty for the remaining term.  (Amended - 09/18/07)

Section 5.    For a member to hold office or be nominated to hold office of the Southwest Florida Corvette Club they cannot be an officer of another Corvette club.  Should the Southwest Florida Corvette Club and another club schedule the same event for club participation, an officer’s full support of the Southwest Florida Corvette Club is expected.  (Amended – 09/18/07)

Section 6.    A minimum membership time is not required for an active member to run for a club officer position. (Amended – 10/08)

ARTICLE IX – AMENDING CONSTITUTION AND BY-LAWS

Section 1.     Proposed changes of the Constitution and By-laws must be presented in writing to the membership prior to putting them to a vote.  Changes may appear in the regular issue of the newsletter before being voted on.  Changes in the By-laws require a two-thirds majority vote of the quorum membership, except when the proposed change is presented by the unanimous recommendation of the Executive Board, when a simple majority of quorum is sufficient.

Section 2.     Changes to the By-Laws will only be considered and voted on once per year in January unless the Board decides otherwise. (Amended 3/13/13)

ARTICLE X – QUORUM

Section 1.    A quorum membership for all voting issues shall be defined as all members present at a regular meeting, of which the total membership has been advised in writing at least one week in advance.

Section 2.    A quorum for the Committee meetings shall be defined as all members present, providing each of the committee members have been advised at least one week in advance by the President or Committee Chairperson.

ARTICLE XI – DISSOLUTION OF CLUB (this article was added 3/13/13)

Section 1.     The Club will be dissolved if the Executive Board consists of less than 3 officers and/or majority vote of the membership of the Club in attendance at a Club meeting called for this purpose.  This process shall be in accordance with Section 617.1402, Florida Statutes.

Section 2.     Any remaining monies in the Club’s bank account, after all known obligations have been paid; will be disbursed to charities to be chosen by the remaining Board members.\

AMENDMENTS

                                                                                                                                                                                                       1.       (October 19??)      Article IV – Officers:

Items A through C should remain as written for Presidential duties.  The officer title should be changed from President/Governor to President.  The remaining officers currently listed as Items #4 and #5 should be renumbered as #5 and #6 consecutively.  Item #4 (Governor) should be added to ARTICLE IV as follows:

1. Assumes the duties of all NCCC (National Council of Corvette Clubs) functions and responsibilities involving the Southwest Florida Corvette Club.
2. Member of the Executive Board.
3. Responsible for all communications to NCCC regarding requirements to successfully perform club events in which NCCC involvement is required and/or beneficial.

2.  (October 19??)      ARTICLE VIII – ELECTION OF OFFICERS

Section #3 should be deleted from the By-Laws at this time and current items #4 and #5 should be renumbered as items #3 and #4 consecutively.  Section #3 currently states that the directors will consist of six members voted on by the membership at the annual meeting.  Due to the current enrollment, the executive committee will perform the Director’s duties.  In the event that membership enrollment increases to a number at which a director or directors are beneficial to perform club activities and business, an amendment to reinstate Section #3 of Article VIII will be written.

3. (September 1993)  ARTICLE VIII – ELECTION OF OFFICERS

Section #5 which states, “No member may hold the same elected office for more than two consecutive terms,” is REPEALED after a motion to do this was made at the August 1993 monthly meeting by Bill Morrow, printed in the August 1993 newsletter, and voted on at the September 1993 meeting.  The vote was 29 for, and none against.

4. (November 1995)   ARTICLE III – MEMBERSHIP

Section #5 was added to Article III, membership, providing for Honorary Membership.  Honorary members must be NCCC members of another club and sponsored by an active SWFLCC member.  They pay no dues and have no voting rights.  If the honorary member wishes to receive a club newsletter, he or she will be asked for a donation (currently $7.00) to cover the mailing costs.  Implementation of the Honorary Memberships was left up to the current officer.  This amendment was proposed at the October 1995 meeting, printed in the newsletter that month and voted on at the November monthly meeting. The vote was 36 for and none opposed.

5. (September 2003)  ARTICLE VIII – ELECTION OF OFFICERS

 A new section #6 was added which states, “A member is only eligible to hold office after one full year of active membership.  Published in the August 2003 newsletter and voted on at the September 2003 meeting.  The vote was 19 for and 1 against.

A new section #7 was added which states, “For a member to hold office or be nominated to hold office of the SFCC they cannot be a member of another active Corvette Club in the State of Florida”.  Published in the August 2003 newsletter and voted on at the September 2003 meeting.  The vote was 14 for and 5 against.

A new section #8 was added which states, “An active member is defined as a Member that attends a minimum of two monthly meetings and two club functions during the calendar year”.  Published in the August 2003 newsletter and voted on at the September 2003 meeting.  The vote was 14 for and 5 against.

6. (July 2009) ARTICLE V – EXECUTIVE BOARD         

Section #3 was added which states that “the President, with the approval of the treasurer, is authorized to spend up to the amount of $50.00 for the benefit of the club without prior approval of the membership.  This was voted on August 17, 2009 monthly meeting and unanimously approved by the membership.

7. (2009) ARTICLE III – MEMBERSHIP

Section #6 was added which states “membership fees for new members that joined after July of that year will be reduced by 50%”

8. (Oct. 2008) ARTICLE III – MEMBERSHIP

Section #7 was added which states “A minimum membership time is not required for an active member to run for a club Office position”.

9. (June 2012) ARTICLE IV – OFFICERS

Changed Board job descriptions as follows. Secretary:  Deleted item b. – Publishes membership roster.  Vice-President of Ways & Means:  Added item i. – Maintains, updates, and published membership roster.  This was first voted on 5/15/12 and then finally approved by the membership on 6/11/12.

10. NOTE: Significant modifications to the By-Laws were made and approved by the membership on 3/13/13. These modifications, including both major and minor changes, affected nearly every Article and Section!

11. (October 2014) ARTICLE III – MEMBERSHIP

Added verbiage to Section 3 which provides any Board officer or committee chair who has served for at least one year to receive free dues for the following year.  This amendment was first voted on by the membership in October 2013 and finally approved on 10/13/14.

12. (November 2014) ARTICLE III – MEMBERSHIP

Added new Section 10 which allows the Board to assess a $10 late fee to the primary member is renewal dues are not paid by October 31^st.  Note 1:  The intent of this late fee is to offset the additional $10 fee that the NCCC currently assesses the late renewal of NCCC dues for a primary NCCC member.  Note 2:  This late fee would not apply to Club members whose annual NCCC dues are paid by another NCCC club.  This amendment was first voted on by the membership on 10/13/14 and finally approved on 11/18/14.

13. (January 2016) ARTICLE IV – OFFICERS

Swapped hierarchy of officers as follows:  changed VP of Competition, Activities & Events to #2; changed VP of Membership to #3.  Then, changed verbiage in first job description bullet regarding the assumption of President’s duties, when the President is absent.  Also added appropriate verbiage for each of the other Board positions regarding assumption of President’s duties when the President is absent (new job description for each position).  This amendment was first voted on by the membership on 12/15/15 and finally approved on 1/19/16.

14. (October 2016) ARTICLE III – MEMBERSHIP

Delete Section 6 regarding reducing membership fees by 50% for new members who join the Club after July. (Dues will be now be paid the same amount, as a single or couple for the year no matter when a person or couple joins.)  This amendment was first voted on by the membership on 9/20/16 and finally approved on 10/18/16.

15. (February 2018) ARTICLE III – MEMBERSHIP

Amend Section 3 to change dues payment date to November 1^st and assessing late fee date to December 15^th.

Amend Section 5 by deleting last sentence that dealt with NCCC dues.

Delete entire Section 7 that dealt with NCCC dues.  This will cause Sections 8 and 9 to be renumbered to Sections 7 and 8, respectively.

 (All of the above amendments were first voted on by the membership on 1/16/18 and finally approved on 2/20/18.)

16. (February 2018) ARTICLE IV – OFFICERS

Amend Section 1 by deleting NCCC Governor from the listing of officers.

Delete subsection 4 of Section 1 due to elimination of NCCC Governor board position.

Treasurer subsection changes from subsection 5 to subsection 4 of Section 1.  This section is further amended by deleting NCCC verbiage.

Secretary subsection changes from subsection 6 to subsection 5 of Section 1.  This section is further amended by deleting NCCC verbiage.

 (All of the above amendments were first voted on by the membership on 1/16/18 and finally approved on 2/20/18.)

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