JCNA CLUB NEWS

BY LAWS FOR CAROLINA JAGUAR CLUB Proposed dated Feb. 02 by Jim Morton, 336-294-3436, mortoncjcmindspring.com Reviewed with CJC Board on 2007-01-20, modified slightly since then. The changes summarized below were reviewed at the January 20 Board of Directors meeting, although I have made a few more since then. Under the existing rules a member may propose amendments, the membership notified, and a majority vote sought at a membership meeting. We will vote on the proposal at the April 21 Concours meeting. The proposed by-laws will be available as handouts at the February and March meetings, as text with limited formatting on our web site, and as a document by mail or e-mail from the Secretary or myself. JCNA by-laws are available at the web site, Library. Proposed changes are summarized as follows: * Delete from Article I-Charter items related to non-profit incorporation. While CJC may achieve non-profit status for tax purposes it does not need to be in our by-laws and is not correct at this point. This change may affect our Articles of Incorporation, but that is a different document. * Added paragraph on member rights to Article III-Membership, taken from the JCNA by-laws. * Move the Dues section forward to Article IV, just below Article III-Membership since the two are related. Allow other types of membership with approval of the membership and consistent with JCNA by-laws. * Change the Annual Membership Meeting date from January 15 to November, without a specific date, to coincide with elections. * In Article V-Meetings allow the membership in addition to the BOD to determine regular meeting details. Don't allow more than 1 consecutive skipped meeting. * Delete from Article IV-Meetings a complicated provision for re-scheduling regular meetings as special meetings when a quorum is lacking at the regular meeting. The President has the authority to call special meetings if such is required. * Moved all meeting notice wording to Article V, new Section E, revised the timing of all membership notification requirements to two weeks, and allowed notice by the club newsletter in addition to U.S. mail. * Added Roberts Rules of Order as the parliamentary authority to Article V-Meetings-new Section F, consistent with JCNA. * Divided previous article VI on Elections and Voting since voting clauses apply to meetings as well as annual elections. * Revise Article XI-Amendments to delete "in detail" after change notification and deleted requirement that voting happen at the next meeting after notification to provide more scheduling flexibility. * Added Article XII on Non-liability and indemnification of directors and officers, same as JCNA by-laws. * Added paragraph to the Dissolution Article XIII on donation of assets, taken word-for-word from the JCNA by-laws. (NOTE MUCH FORMATTING IS LOST IN THIS TEXT VERSION. IF YOU ARE INTERESTED REQUEST THE WORD VERSION) Article I Charter Page 2 Article II Objectives and Purpose Pg 2 Article III Membership Pg 2 Article IV Dues Pg 2 Article V Meetings Pg 2 Article VI Voting Pg 3 Article VI Elections Pg 3 Article VIII Board of directors Pg 4 Article IX Officers' Duties Pg 4 Article X Salaries Pg 5 Article XI Amendments Pg 6 Article XII Non-Liability And Indemnification Of Directors And Officers Pg 6 Article XIII Dissolution Pg 6 (Page numbers may not be accurate due to loss of formatting required for posting on JCNA web site.) ARTICLE I - Charter A. The name of the Corporation shall be Carolina Jaguar Club, Incorporated (CJC). B. The organization may, at its pleasure by a vote of the membership, change its name. ARTICLE II - Objective and Purpose The purpose of the organization shall be to promote fellowship, education, and recreational activities and any other lawful purpose including the congregation and socialization among persons interested in Jaguar automobiles. ARTICLE III - Membership A. Membership in this organization shall be open to all who have an interest in owning, driving, or admiring Jaguar automobiles, who have completed a membership application, paid the appropriate dues and fees, and have been elected to membership by a majority of the Board of Directors. B. Each dues payment shall create one membership with one vote. C. Members, except special memberships such as the one-day event membership, shall have the right to attend regular and special meetings of the CJC, will become members of the Jaguar Clubs of North America, Inc. (JCNA) with rights and limitations attending that membership, and to exercise such other rights as may be granted by law to the members of a corporation, including the right to vote upon any proposition for the dissolution of the corporation, or winding up of its affairs, or for its merger or consolidation with any other corporation. ARTICLE IV - Dues Regular membership dues of this organization shall be Fifty Dollars ($50.00) per annum and shall be due and payable on the First Day of January. Other special membership classes and/or fees may be created with approval of the membership. ARTICLE V - Meetings A. The annual membership meeting of this organization shall be held in November each and every year. The secretary shall cause to be mailed, postpaid, to every member in good standing, at his or her address as it appears in the membership roll book of this organization, at least two weeks before the meeting, a notice telling the time and place of such annual meeting. B. Regular meetings shall be held each month, to be determined by the membership at a prior meeting or by the Board of Directors, except that either may vote to skip not more than one consecutive meeting. The meetings will be held generally at the place of a particular event, an individual member's home, or other location and made known to the membership prior to the meeting. C. The presence of five (5) or more members shall constitute a quorum and shall be necessary to conduct the business of this organization at any regular membership meeting. D. At the request of three (3) members of the Board of Directors or five (5) members of the organization, or when he deems it in the best interests of the organization the President shall cause a special meeting to be called. No other business but that specified in the meeting notice may be transacted at a special meeting without the unanimous consent of all present at such a meeting. E. Notice telling the time, place and purpose of any regular, special or annual meeting, must be made by mail to all members at their addresses in the membership book at least two weeks before the scheduled date. Notice of special meetings shall state the reason(s) that such meeting has been called, the business to be transacted, and by whom the meeting was called. Notice in the newsletter or separate prepaid U.S. mail shall satisfy this requirement. F. Robert's Rules of Order shall be the parliamentary authority of the CJC. ARTICLE VI - Voting A. Except for specific instances within these by-laws, a simple majority of votes cast shall determine the outcome of all voting. B. Voting by the membership shall resolve any question put to it by the Club Officers and shall guide the Officers in their everyday affairs of the Club. C. Each dues-paid membership shall have one vote. ARTICLE VII - Elections A. Elections shall be held for all Club Officers (except the Immediate Past President) at the regular November meeting of each year. Elected officers shall consist of: 1) President, 2) Vice-President, 3) Secretary, 4) Treasurer, 5) Newsletter Editor, 6) Membership Chair, and 7) Concours Chair. The Immediate Past President 8) shall be an officer and a member of the Board of Directors with all the duties of such. B. By September of each year, a Nominations Committee composed of the President, Immediate Past President, Vice President and two non-officer club members (one of whom shall be Chair of the Committee) appointed by the President shall prepare a proposed slate of nominations for officers for the coming year. This slate shall be announced at the regular October meeting and published in the October edition of the Club Newsletter. Additional candidates for each office may be nominated by the members present at the November annual meeting or by written nomination not more than thirty (30) days prior to or less than five (5) days prior to the election. Written nominations must be directed to the Chair of the nominations committee. No nominations may be submitted for election without the permission of the member nominated. All persons nominated shall be Club members in good standing. C. Voting for officers shall be by secret ballot, counted by the current Treasurer and the Chair of the nominations committee. The Treasurer shall retain the ballots cast until the installation of the newly elected officers. D. Newly elected officers shall assume their duties on the first day of January of the following year. E. No absentee or proxy ballots shall be allowed. ARTICLE VIII - Board of Directors A. The Board of Directors shall consist of the elected officers and the Immediate Past President of the organization. The Board shall serve for the term of the election. Replacement of a member of the Board of Directors who has resigned shall be made by a majority vote of the remaining Board members, and shall exist for the remainder of the original elected term only. B. The business of the organization shall be managed by the Board of Directors. Three (3) members of the Board of Directors shall constitute a quorum. Each member of the Board of directors shall have one vote, and such voting may not be by proxy. C. The President of the Club by virtue of the office shall be chairperson of the Board of Directors. D. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A Director may be represented by counsel at any removal hearing or proceedings. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization for this hearing. ARTICLE IX Officers' Duties 1. The President shall: a. be responsible for the overall direction and well being of the Club b. preside at all membership meetings, c. by virtue of the office be chairperson of the Board of Directors, d. present at each annual meeting of the organization an annual report of the work of the organization, e. appoint all committees, temporary or permanent, f. see that all books, reports and certificates as required by law are properly kept or filed, g. be one of the officers who may sign checks or drafts of the organization, h. and have such powers as may be reasonably construed as belonging to the chief executive of any organization. 2. The Vice President shall: a. serve as Event Planning Chair b. assist the President in the performance of all of his duties c. act as President in the absence of the elected President with all the rights, privileges and powers of the elected President 3. The Secretary shall: a. keep the minutes and records of the organization in appropriate books b. file any certificate required by any statute, federal or state c. give and serve all notices to members of the organization d. be the official custodian of the corporate records and seal of the organization e. be one of the officers who may sign the checks and drafts of the organization f. present to the membership at any meeting any communication addressed to the Secretary of the organization g. attend to all correspondence of the organization h. exercise all duties incident to the office of Secretary i. pass all Club documents to any succeeding Secretary 4. The Treasurer shall: a. have the care and custody of all moneys belonging to the Club b. be solely responsible for such moneys or securities of the Club c. be one of the officers who may sign checks or drafts of the organization i. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. d. submit a year-end financial and accounting statement to the membership 5. The Newsletter Editor shall be responsible for the timely editing and publication of the Club Newsletter, and shall mail a copy to each member in good standing. 6. The Membership Chair shall: a. be responsible for processing new member applications, b. maintain a current membership role, c. provide the information to the Newsletter Editor and the membership at large. d. Membership information may not be sold or otherwise published without consent of the Board of Directors. 7. The Concours Chair shall be responsible for conducting any Club-sponsored auto show. 8. The Immediate Past President shall assist the President by providing guidance to promote continuity and stability of Club activities from year to year. ARTICLE X - Salaries 1. No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization other than as a director or officer. 2. No part of the net earnings of the organization shall inure to the benefit of its members, directors, officers, or other persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the organization. ARTICLE XI - Amendments Any member may propose changes to the adopted organizational by-laws. Proposed changes must be submitted during a regular monthly meeting. All members must be notified of the proposed changes and the date of the meeting at which voting will take place at least ten days prior to voting on the proposal. An affirmative vote of a simple majority of the members present will enact any change. ARTICLE XII - NON-LIABILITY & INDEMNIFICATION OF DIRECTORS & OFFICERS A) Non-Liability: The corporation, its directors and officers shall not be liable to any of its members for any statements, errors or omissions in any reports sent out by the corporation, whether the same shall be due to the negligence of the corporation, or of said directors or elective officers; and each and every member or those that may hereafter become members shall be deemed to have expressly released the corporation, its directors and elective officers from any and all liability for such statements, errors and omissions, and obligations, acts, steps, or plans entered into or undertaken by the corporation on behalf of its members. B) Indemnification: Each present and future director and officer, whether or not then in office, shall be indemnified by the corporation against expenses actually and necessarily incurred by or imposed upon him (including but not limited to judgments, costs, and counsel fees) in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been a director or officer of the corporation except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty for the corporation. Such indemnification shall not be deemed exclusive of other rights to which such director or officer may be entitled, under any other Bylaw, agreement, a vote of the members or as a matter of law, otherwise. ARTICLE XIII - Dissolution A motion to disband the organization may be heard at any time and voted upon by the membership. Each member must be notified at least ten days prior to the vote. A three-fourths majority shall be needed to disband. No individual member shall have any right to any Club-owned property. In event of dissolution, all Club property shall be made available by auction to the highest bidder from within the membership before others. All Club liabilities shall be satisfied from the Club Treasury and proceeds from the auction. Upon the dissolution of the corporation, the Board of Directors, after paying or making provision for the payment of all the liabilities of the corporation, shall arrange for the distribution of the remaining assets to a scientific, educational or charitable organization, provided, however, that such organization at the time qualifies under Section 501(c)(6) of the Internal Revenue Code, as amended. CJC-BY-LAWS 2007-02-02 Proposal.doc 6