Amendment to JCNA Bylaws: please read

Hi all, thanks in advance for pondering.

I just purchased a 1999 xk8 with a built in motorola cellular phone, factory stock, which is piped through the Harmon Kardon Stereo.

I have a few questions:

1. Any way to have it converted to a digital phone?

2. The send/end key hangs up the phone (essentially it acts as an 'end' key when the phone is on. This would be OK, except when I dial a number, I am then supposed to type in a 4 digit pin and then press 'send'. I have to access the phone as a make shift solution to press send, other wise pushing the button on the radio hangs it up every time. Any other solutions?

The ideal solution is to convert it to another digital phone, and I am curious if anyone has done this... Thanks again.

If I may: There are two points which should be considered in the final wording of the amendment.

1. Normally there is a very small return of votes from the general membership as mentioned.

2. The concern surrounding the director's votes really hinges on proxies.

At each AGM, delegates can be appointed by the various clubs who cannot send a separate representative to vote their wishes.

In many cases, but not all, these votes are held by the directors.

I believe that in most cases this is not a problem. But if we wish to eliminate any aspersions then we have to look at changing the way the proxies are used.

One method my be to ensure that the agenda issues are available at least two months prior to the meeting and are accompanied by a paper ballot very much like a shareholder ballot.

This gives all clubs notice of the major issues, and certainly bylaw changes are major, so that they can vote on each agenda issue.

The ballots could be sent to an accounting firm (Funny, Arthur Anderson comes to mind...)to be tallied prior to the meeting, or sent to an attending representative to be tallied at the meeting. No ballot, no vote.

If we change this, we probably need another bylaw amendment......even though this only defines the proxy voting procedure. I'll have to see if this is covered in the current bylaws......

Steve Ferring

I am affiliated with Jaguar Auto Group of NJ ( JAG) Treasurer. I've read with interest the bylaw(s) Amendament(s). It appears that the best interests for all JCNA members would be ' total inclusion' to all matters

relating to rules, regulations, amendments, and the 2/3 majority quorum is just and fair. Am official posting/mailing should be sent to to all members in good standing,via mail or via JCNA newsletter. A time and period to review comments from each member on the subject at hand, would allow for total input. If this amendment considered these factors, I would support your 2/3 vote. If, however, the amendment was done without proper notification to all members, then I would suugest the board revirew the question and amendment propsed by Steve Ferring. Thomas J. Kotinsky

: The following proposal was made before the Annual General Meeting of

: JCNA on March 23rd, 2002: (Begin quote)

: "It is proposed that the Bylaws, Article X. Amendments, be amended

: by a vote of the voting membership to read: "Subject to the

: limitations imposed by law, these Bylaws may be amended (a) by a vote

: of two-thirds (2/3) of the voting members present at any annual

: general meeting, or (b) special meeting of the members called for

: that purpose provided that a quorum of voting members is

: present."

: And that it replace in its entirety the current wording: "Subject

: to the limitations imposed by law these Bylaws may be amended (a) by

: a vote of two-thirds (2/3) of the entire board, or at any special

: meeting of the board called for that purpose, or by telephone, or (b)

: written consent of the entire board of directors, or (c) by vote of

: two-thirds (2/3) of the members present at any annual general

: meeting, regular or special meeting of the members called for that

: purpose."

: Since the purpose of the Bylaws is to circumscribe and define the duties

: and power of the board and the membership, the inclusion in the

: Bylaws of the right of the board to unilaterally modify the Bylaws

: without consent of the membership, defeats the purpose of the Bylaws.

: The current wording of Article X has allowed the directors to

: disenfranchise us, the membership, by creating additional VOTING

: directors not responsible to the general membership or even elected

: by the membership. This was done by the board at the last AGM. There

: is no reason to believe that it will not happen again, or that this

: practice will not continue in other forms in the future unless the

: ability of the board to unilaterally modify our Bylaws is removed.

: I would ask that you support this amendment to the Bylaws and vote for

: this amendment.

: Steve Ferring, Jaguar Touring Club" (end quote)

: It was suggested at the Board of Directors meeting in Kansas City March

: 22nd, 2002 that this proposed amendment be posted on the JCNA website

: so that Regional Directors, Club presidents and the membership in

: general have the opportunity to discuss it and offer opinions and

: insight.

: This motion will be brought before the Board of Directors and the AGM

: again at the 2003 Annual General meeting to be held in Charlotte, NC.

: Respectfully submitted without prejudice,

: Daniel Thompson

: Vice president and Northeast Regional Director, JCNA

I was a delegate at the Franklin meeting where this was originally discussed. I strongly support Steve's proposal.

It should be noted that this is not about whether past decisions made under the current wording were good or bad or whether current members of the board are good or bad. This is about whether the process is good or bad and it is bad. It needs to be fixed at the earliest opportunity.

: The following proposal was made before the Annual General Meeting of

: JCNA on March 23rd, 2002: (Begin quote)

: "It is proposed that the Bylaws, Article X. Amendments, be amended

: by a vote of the voting membership to read: "Subject to the

: limitations imposed by law, these Bylaws may be amended (a) by a vote

: of two-thirds (2/3) of the voting members present at any annual

: general meeting, or (b) special meeting of the members called for

: that purpose provided that a quorum of voting members is

: present."

: And that it replace in its entirety the current wording: "Subject

: to the limitations imposed by law these Bylaws may be amended (a) by

: a vote of two-thirds (2/3) of the entire board, or at any special

: meeting of the board called for that purpose, or by telephone, or (b)

: written consent of the entire board of directors, or (c) by vote of

: two-thirds (2/3) of the members present at any annual general

: meeting, regular or special meeting of the members called for that

: purpose."

: Since the purpose of the Bylaws is to circumscribe and define the duties

: and power of the board and the membership, the inclusion in the

: Bylaws of the right of the board to unilaterally modify the Bylaws

: without consent of the membership, defeats the purpose of the Bylaws.

: The current wording of Article X has allowed the directors to

: disenfranchise us, the membership, by creating additional VOTING

: directors not responsible to the general membership or even elected

: by the membership. This was done by the board at the last AGM. There

: is no reason to believe that it will not happen again, or that this

: practice will not continue in other forms in the future unless the

: ability of the board to unilaterally modify our Bylaws is removed.

: I would ask that you support this amendment to the Bylaws and vote for

: this amendment.

: Steve Ferring, Jaguar Touring Club" (end quote)

: It was suggested at the Board of Directors meeting in Kansas City March

: 22nd, 2002 that this proposed amendment be posted on the JCNA website

: so that Regional Directors, Club presidents and the membership in

: general have the opportunity to discuss it and offer opinions and

: insight.

: This motion will be brought before the Board of Directors and the AGM

: again at the 2003 Annual General meeting to be held in Charlotte, NC.

: Respectfully submitted without prejudice,

: Daniel Thompson

: Vice president and Northeast Regional Director, JCNA

This was originally proposed at the 2001 AGM in Franklin but was tabled due to meeting time constraints. If ther membership is to have any control over

the running of the club this should be passed. No public corporate board

can amend the bylaws without a vote of the shareholders. This should apply

to our club as well. As it stands now there are five directors that do not stand for election by the membership. Hey Folks, thats already 42% of the board. At the next AGM make sure that your club representatives or proxies

are voted in favor of this change to our bylaws....

Either exercise your rights or lose them altogether.

Steve Ferring

Jaguar Touring Club