STEEL TOWN CORVETTES, INC.
BY-LAWS
Section 1. NAME
The name of the Club shall be Steel Town Corvettes, Inc., hereinafter referred to as "the Club" or as the "non-profit Corporation."
The general purpose of the Club shall be to encourage planned trips, events and social activities for members of Steel Town Corvettes, Inc. to provide and regulate events and exhibitions of Corvettes owned by members, and to encourage careful and skillful driving on public highways.
The registered office of the non-profit Corporation shall be at 479 Willow Drive, Pittsburgh, Pennsylvania 15243. Each succeeding year the office shall be the address of the President of the non-profit Corporation.
The Corporate Seal shall have inscribed thereon the name of the non-profit Corporation, the year of its organization and the words "Corporate Seal, Pennsylvania." The Secretary shall be responsible for its custody and shall affix it to all instruments of the non-profit Corporation and to any certificates of membership that may be issued by the non-profit Corporation.
A. Active- Any person duly elected as provided in Section 1 of this Article and having paid such annual dues and fees as required.
B. Honorary- Any person who has commended himself to Club esteem or who may be elected by the majority vote of the members at regular monthly meetings
C. Charter- All active members whose first year's dues are paid on or before January 19, 1988.
A. Honorary- None
B. Annual dues for Active Members shall be: $25.00 (single, spouse, friend or relative)
C. Payment of Dues: - The annual dues of active members shall be payable thirty days (30) after January 01 of each succeeding year. The amount of the dues can be changed by order of the Board of Directors. Dues in the amount established by the Board of Directors are to be paid by the last day of February. If paid after, the dues plus penalty, in an amount established by the Board of Directors, will be paid by March 31st. Membership will lapse as of March 31st for any member with unpaid dues.
Active members are entitled to all Club privileges. Honorary members are entitled to all Club privileges, except that they may not have the right to vote or hold office.
Membership shall automatically lapse for non-payment of dues at the end of sixty (60) days after being billed for the current year. Any member may be expelled for infraction of Club rules, or such other causes as may be determined by the Board of Directors by a majority vote, as being taken, the member shall have an opportunity to submit in writing, or in person, his position on any charge of which he shall be notified. Membership will automatically lapse March 31st with unpaid dues.
Any member may resign by directing a letter of resignation to the Secretary. His resignation shall be effective on receipt, provided all indebtedness to the Club is paid.
Section 1. ANNUAL MEETING
In addition to any provisions of the Law, special meetings of the members may be called by the President or by a majority vote of the Board of Directors.
Notice of special meetings and changes in the time and place of regular meetings, and the purpose of any special meeting of the members shall be given by the Secretary. Members shall be notified no later than seven (7) days before such meeting.
At all stated meetings of the members, majority of active members present shall constitute a quorum. At any regular or special meeting of the Board of Directors, one-third of the Board membership shall constitute a quorum.
All action except election of officers and amendment of the By-Laws shall be by the majority vote of those members present.
Section 1. Board of Directors
A. The membership at the Annual Election Meeting shall elect nine (9) active members to serve as a Board of Directors and three (3) to serve as alternates. The three with the highest votes are elected for three years, the next three are elected for two years, next three are elected for one year and the alternatives are also elected for one year. Any retiring Board or
alternate member may succeed himself in elected by the active membership at the Annual Election Meeting. This annual meeting took place January 19, 1988. For all following years, the membership at the Annual Election Meeting will elect 2 or 3 active members to serve on the Board of Directors. The Newsletter Editor position will be filled voluntarily, with the Board of Directors approval. This position will be an officer of the Board with voting rights.
B. Alternates shall attend Board meetings and shall vote as alternates for Board Members who are unable to attend Board meetings. In such cases, Alternates shall vote in sequence according to the plurality they achieved in the membership vote which elected them.
C. An officer, Board member or agent may be removed by the majority vote of the Board of Directors, whenever, in their judgment, the best interests of the non-profit Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
D. Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board, though less than a quorum, and any person so elected shall serve the unexpired portion of the term of the Director he replaces on the Board of Directors.
E. The regular meeting of the Board of Directors shall be held on the first Tuesday of each month but the Board shall be empowered to change this date by the majority of the Board.
F. Each succeeding year three Board members and three Alternate members shall be elected. The Alternates shall serve one-year terms.
The Board of Directors shall elect from its members a President, Vice President, Secretary and Treasurer and shall have the option of combining the latter two offices.
A Nominating Committee shall be appointed by the President one month before the October meeting of the membership, for the purpose of nominating at least three candidates for election to the Board of Directors. In lieu of this action, at the Election Meeting, the President may choose to request the members present to select nominees for the vacant Board of Director Positions.
Election of the Board of Directors shall be held at the Annual meeting in October. All Directors shall be elected by secret ballot by a vote of those members whose current dues have been paid and are present at the election.
Section 1. DUTIES OF THE PRESIDENT
The President shall preside at all meetings of the members of Board of Directors shall perform the duties pertaining to his office. He may call special meetings of the members under the provision of Article IV. He shall be the Chief Executive of the Club.
In the absence of the President or in the case of his death, resignation or inability to act, the duties usually appertaining to that office shall be performed by the Vice President.
The Treasurer shall, subject to such conditions and restrictions as may be made by the Board of Directors, have custody of all monies, assets, debts, and obligations belonging to the Club. The Treasurer shall receive all monies of payments of Club debts upon approval of the Board of Directors. The Treasurer shall make all payments of Club debts upon approval of the Board of Directors. All contracts, checks, drafts, notes or other orders for payment shall be signed in the name of the Club by the Treasurer and one other officer. The Treasurer shall give a report on the financial status of the Club at the Annual Meeting and, if so requested, at any other meeting of the Board of Directors. No obligation, debt or other liability shall be incurred by the Treasurer or by any other Officer of the Club without specific approval of the Board of Directors.
The President shall appoint such committees as the President finds desirable from time to time and shall outline the duties and responsibilities of such committees. All reports or action taken by a committee must be voted a majority of the entire committee.
The activities of the Club shall consist of planned trips, social gatherings and events for Corvette owners and Honorary members as planned by the Activities Committee or the Events Chairperson.
Whenever the lawful activities of the non-profit Corporation involve, among other things, the charging of fees or prices for its services or products, it shall the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the non-profit Corporation and in no case shall be divided or distributed in any manner whatever among the members, directors, or offices of the non-profit Corporation.
The general membership of the Club shall hold the Board of Directors and officers harmless in performing the lawful duties of each respective office.
The Board of Directors of the Club, or any ten (10) Active Members in good standing, by written proposals submitted to the Secretary, may propose an amendment to the By-Laws. Upon such proposal being made, a copy thereof shall be included in the notice of the next meeting of the members. If a majority of the members in attendance qualified to vote, vote in favor of the proposal at the meeting, the proposed amendment shall thereby be approved and adopted.