Adrenaline Rush Car Club (ARCC)
Xenia, Ohio
DRAFT
CONSTITUTION AND BY-LAWS
Updated November 27, 2009
1. PURPOSE OF CLUB:
(A) Promote the sport and hobby of owning, altering, building, and modifying automobiles of all types and years.
(B) To encourage family participation in such sport.
(C) To promote friendship, support organization functions held by such club, as well as others who have such interest.
2. OFFICERS:
(A) All officers shall be elected by a majority of the members present at ARCC annual meetings or special meetings called for that purpose.
(B) The club will consist of five (5) officers.
(C) The officers are: President, Vice President, Secretary/Treasurer; Public Representative and Show Coordinator.
3. OFFICERS' RESPONSIBILITY:
(A) PRESIDENT: Will preside over all meetings called for and he/she will act as an ambassador to any functions or activities held by the club or any other club he/she is asked to attend. He/she shall meet at least once a quarter with his board of officers. He/she shall also be responsible to plan and oversee the budget of the club funds for the year during his/her term of office.
(B) VICE PRESIDENT: Will preside over all meetings called for if the President is unable to attend. He/she, too, will act as ambassador to any functions the President cannot attend. He/she will work with all officers to insure that all their duties and responsibilities are being preformed. He/she will meet with perspective business partners/sponsors and establish their partnership agreement commitment and guidelines.
(C) SECRETARY/ TREASURER: Is responsible for the minutes for all meetings called for, for roll call, and handling all correspondence brought forth by the club and its members. He/she shall keep the President aware of any and all incoming correspondence that should be brought forth to club members. He/she may, however, designate any person to keep the minutes for any meeting. He/she is responsible for all monies received and disbursed by the club. He/she will keep and update the membership roster, collecting and keeping a record of who has and has not paid club dues, with a current dues roster; collect monies for and order club apparel. He/she must keep a complete account of all such matters by a ledger, and when called upon, present such matters to the club.
(E) PUBLIC REPRESENTATIVE: He/she will seek ways to help build membership, create ideas, and help promote and maintain interest for and by its members. He/she will be responsible for organizing and distributing the yearly newsletter. He/she is responsible for any fund raising or any activity (not show related) that ARCC would attend (example parades, car washes). He/she will be responsible for keeping track of member appreciation and recognition awards.
(F) SHOW COORDINATOR: He/she is responsible for defining and posting a list of potential shows that ARCC could attend. He/she is responsible for coordinating and organizing ARCC attended activities. These duties include defining departure times and location, making sure all ARCC materials (tents, banners, grill, corn hole board and other items) are accounted for, making sure that all ARCC members have their club shirts and their orange game shirts. If He/she is unable to attend the event they must appoint a member in good standing to fulfill his/her duties. He/she is responsible for posting via the forum all events that ARCC members will be attending.
(G) APPOINTED POSITIONS: (DIRECTOR OF MEMBERSHIP)-He/she is responsible for all new members registration and applications. He/she is also responsible for posting their application online only after they have met new member requirements (see section 5). The apps will not be posted anytime before that time.
4. HOLDING OFFICE:
(A) Anyone wanting to hold office of said club may do so by being elected by its members as a whole, during the yearly election of club officers held the 1st Saturday in March, and must have been a member of the club for six months prior to holding any office. If a member is unable to complete his/her term of office for any reason, a member may be appointed to fill the remainder of the term of office by the Board of Officers, called in a special meeting.
(B) Offices must be held for one (1) year or until their successors are elected and qualified.
5. MEMBERSHIP:
(A) Any person or persons will be eligible for membership to said club.
(B) Prior to being considered for membership, the prospective member will fill out and sign an application for membership submitted with a $60 initiation fee. The initiation fee includes the members 1st year’s dues.
(C) Application of such person or persons must be submitted to the Director of membership..
(D) Applicants must have a vehicle in PRESENTABLE condition.
(E) Each member shall have one vote which may be cast by only the member
(F) Prospective members are required to attend at least three ARCC attended events. Once the perspective member has fulfilled this requirement his/her applications will be posted on the club forum and must have a majority ruling from current ARCC members for acceptance. ARCC Members must complete voting on all membership application within seven days of it’s posting. If accepted, the prospective member will be considered a member of the club. They will receive an ARCC membership card, vehicle windshield banner, Black club shirt, yearly newsletter (if available) and access to member only areas of the club website and forum. If rejected by a majority of the members, the prospective member will be notified at that time, or be written notice by the club President and the $60 initiation fee received with the application will be returned to the person.
(G) Prospective member shall not order or receive club apparel until voted upon by the membership and payment of their dues.
(H) Voting will be by secret internet ballot, indicating YES or NO, for acceptance into the club. Membership acceptance will be by a majority of club members.
(I) New member applications received between October 1st and March 1st will not be processed until the 2nd week in March.
(J) New members must summit at least one picture with their application. If no picture is received the application will not be processed.
6. MEMBERSHIP TYPE VEHICLES:
(A) The following type vehicles will be recognized for membership: STREET RODS, CUSTOMS, CLASSICS, STREET MACHINES, TRUCKS, SPORT COMPACTS and MOTORCYCLES.
(B) Vehicles may be altered, built, or changed in such a way to create interest by non-members; or they may be stock, non-altered.
7. MEMBERSHIP RESPONSIBILITY:
(A) As a member of such club, you will be expected to promote and to take part in a good share of club meetings, activities, and functions brought forth.
(B) Members must operate vehicles in such a manner that it will not cause embarrassment to said club, its officers, and members.
(C) All club members who drive while involved in club functions or are traveling with said club going to or from a club function, shall abide by the laws of the State of Ohio, or any other State when representing the club.
(D) Any club member while driving and representing the club, shall have a valid operator's license.
8. MEMBERSHIP TERMINATION:
(A) A member can terminate his/her membership at any time but he/she will forfeit all paid dues.
(B) Said club reserves the right to terminate any member that violates the conditions defined in Section 7B, 7C and 7D of this document. Any violations will be presented to the officers of ARCC and disciplinary action will be determined by a majority vote.
(C) A member will be automatically terminated if found guilty of street racing or reckless operation.
(D) Any member who sells/disposes of his/her ARCC approved vehicle at anytime during their membership year will be allowed all the privileges of an active member during the completion of that year. If by the following membership year he/she does not have a vehicle to submit for the ARCC approval process he/she will be allowed to apply for a one year extension of membership. He/she wishing to apply must state the request in writing to the DIRECTOR OF MEMBERSHIP and pay the yearly renewal dues. ARCC membership will vote by a majority margin to approve or disapprove the request.
(E) Any member who sells/disposes of his/her ARCC approved vehicle or leaves the club, for any reason, must remove any and all ARCC signage on said vehicle.
(F) The club can bring any vehicle up for vote at a meeting if the decided vehicle is mis representing the club in anyway. the actions of such vote will be decided at said meeting.
9. DUES:
(A) Membership dues will be paid annually due on or before April 1st.
(B) Membership dues are $20.00 per renewing member, based on membership
from April 1 to March 31.
(C) Dues not paid by April 1st will incur a $10 per month late charge. Once the dues exceed the $60 initiation fee members must re-apply.
10. REIMBURSEMENTS:
(A) If for any reason said club is indebted to a member for items or services purchased on said clubs behalf the member will be reimbursed within seven days of providing the SECRETARY/ TREASURER a receipt for the items or services purchased.
11. MEETINGS:
(A) The annual meeting of the members, for the election of officers, shall be held on the 1st Saturday in March following the close of the fiscal year.
(1) A special meeting of the members may be called at any time upon seven days notice to the members, at the direction of the President, or the request of 10 percent of the members.
(2) A quorum shall consist of those members present at any annual or regular or special meeting.
(B) Membership meetings will be held the first Saturday of April, June and August unless circumstances for a date, prior or later, require a change.
(C) Officer meetings will be held 1st Sunday of every month at 6:00pm for a total of twelve (12) meetings.
(D) Meetings will be announced as to location and time in the annual newsletter.
12. VOTING:
(A) Voting on all issues at club meetings or via the forum will be by majority vote.
13. OTHER FUNCTIONS AND ACTIVITIES:
(A) If the club is asked to take part in other clubs' functions, we should try and have at least one representative from our organization attend.
(B) When in attendance at such functions, represent our organization in a manner of respect and in such a manner so as not to embarrass yourself and club members.
14. INDEMNIFICATION
(A) Actions in the Best Interest of the ARCC . ARCC has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee volunteer, or agent of the ARCC or is or was serving at the request of ARCC as a director, officer, volunteer or agent of another foundation, corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of ARCC and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, will not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of ARCC and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(B) Determination of Indemnification. Any indemnification under Section a. of this article, (unless ordered by a court) will be made by ARCC only as authorized in the specific case on a determination that indemnification of the director, officer or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section a. of this article and on an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination will be made (i) by the Board of Officers by a majority vote of a quorum consisting of officers who are not parties to such action, suit or proceeding; (ii) if such quorum is not obtainable, by a majority vote of a committee duly designated by the Officers (in which designation by all Officers may participate) and consisting solely of two or more officers not at the time parties or threatened to be made parties to the action; or (iii) by independent legal counsel, in a written opinion, selected by the Officers or its committee in the manner described in the foregoing clauses (i) or (ii) or, if a quorum under clause (i) cannot be obtained and a committee under clause (ii) cannot be designated, by the Officers (in which action all Officers may participate). Not with standing the failure or refusal of the directors or counsel to make provision for indemnification, the indemnification will be made if a court of competent jurisdiction has made a determination that the officer or agent has a right to indemnification under this agreement in any specific case on the application of the officer or agent.
(C) Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections a. of this Article may be paid by the ARCC in advance of the final disposition of the action, suit or proceeding as authorized by the Officers in the specific case on: (i) receipt of a written affirmation from the person seeking advancement of expenses of his or her good faith belief that he or she has met the standard of conduct set forth in Section a. and b. of this Article; (ii) receipt of an undertaking by or on behalf of the person to repay amounts advanced if it is ultimately determined that he or she did not meet such standard of conduct; and (iii) a determination that the facts then known to those making the determination would not preclude indemnification. This determination will be made in the manner specified in Section b. of this article.
13. CHANGES OF THE BY-LAWS:
(A) Upon final approval, By-Laws may only be changed at the annual meeting or at any special meeting called and noticed for that purpose.
THE MISSION OF ADRENALINE RUSH CAR CLUB,
The mission of the Adrenaline Rush Car Club, is to promote the sport and hobby of owning, altering, building and modifying automobiles of all type sand years; encourage family participation in such sport and hobby; and to promote friendship, support and organization for such functions held by the club and others of similar interest; and to educate the public concerning the history, legend, repair, building and modifying of automobiles of all types and years.
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