By-Laws and Governance
ARTICLE I – NAME, PURPOSE, EMBLEM, and SEAL
Section 1. – NAME:
Section 1. – NAME:
The name of the club shall be the New England Region, Sports Car Club of America, Inc.
Section 2. – PURPOSE:
The nature of the activities to be conducted and the purposes to be promoted and carried out are as follows: To promote interest in sports cars and other fine automobiles and to encourage their safe and skillful operation, by developing, arranging and conducting closed circuit racing, rallying, and other forms of automotive competition, by dissemination of information through news releases and Club publications, and through related social and recreational activities for the instruction and enjoyment of its members.
Section 3. – EMBLEM:
The New England Region, SCCA club emblem shall be in the shape of a triangle as a V with a straight horizontal line closing the top of the V. The triangle outlined in black, is equal on all three sides representing the three specialties of NER: Racing, Rally and Solo. The background color is yellow (Pantone #109). The NER (capital letters) with New England Region located underneath NER, are in red (Pantone #186). Centered in the triangle is the outline/background of the six New England states in green (Pantone #349). The SCCA capital letters in red with a black outline and Sports Car Club of America® located underneath in black letters, are positioned over the state of Vermont and New Hampshire.
Section 4. – SEAL:
The Club seal shall be circular in form and inscribed with the name of the Club, the year of its incorporation, and the word "New England."
ARTICLE II– MEMBERSHIP and DUES
Section 1. – FULL MEMBERSHIP:
Any person eligible for election to full membership to National SCCA shall be eligible for membership in the New England Region. Full members in good standing are entitled to all the privileges of membership. By vote of the Board of Directors, any other conditions pertaining to or classes of membership may be approved and incorporated into membership requirements. Such changes or conditions must be approved at the next Annual Meeting.
Section 2. – DUES:
The annual dues for each class of membership shall be established each year by vote of the members at the Annual Meeting. Regional Full Membership dues shall be payable in conjunction with renewal of National SCCA membership.
Section 3. – EXPULSION:
Membership shall automatically lapse for nonpayment of dues at the end of 60 days after being billed for the current year.
Any member, after a hearing with the Board of Directors, may be suspended until the next Annual Meeting for infraction of the Club rules by vote of a majority of the Directors of the Club or for other cause if a majority of the directors shall deem such suspension to be in the best interest of the Club. Upon suspension, the member shall be so informed in writing.
Any member suspended as provided above may be presented at the next Annual Meeting for expulsion and shall be expelled if a majority of the members present and voting vote to expel him. The vote shall be by secret ballot.
Section 4. – RESIGNATION:
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.
ARTICLE III – MEETINGS of the MEMBERS
Section 1. – ANNUAL MEETING:
The Annual Meeting of the members shall be held annually in January, or such appropriate date as the Board of Directors may select, in each year for the purpose of electing directors and for the transaction of such other business as may lawfully come before the meeting. The meeting location will be within Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, or Vermont.
If such Annual Meeting is omitted on the day herein provided, therefore, a special meeting of the members may be held in place thereof, and any business transactions or elections held at such special meeting shall have the same effect as transacted and held at the Annual Meeting, and in such cases all references in these ByLaws, to the Annual Meeting shall be deemed to refer to such special meeting. Any such special meeting shall be called and the purpose thereof shall be specified in the call, as provided in the Article.
Section 2. – SPECIAL MEETINGS:
A special meeting of the members may be called at any time by the Board of Directors. Such call shall state the time, place, and purpose of the meeting.
Section 3. – NOTICE of MEETING of MEMBERS:
A written notice of each meeting of members, stating the place, day, hour thereof and the purpose for which the meeting is to be held shall be given not less than 14 days nor more than 45 days before such meeting, to each member entitled to vote thereat, by leaving such notice with him or at his residence or usual place of business, or by mailing it addressed to such member at his address as it appears on the books of the corporation. To facilitate correspondences, e-mail addresses, if provided, may be used in lieu of residential addresses.
Section 4. – VOTING:
At all meetings of the members, twenty-five (25) members shall constitute a quorum.
All action except amendment of the Articles of the Association and amendment of these ByLaws shall be by simple majority of those voting.
The balloting process, except in the case of amendments to the Articles of the Association and amendments to these ByLaws, shall be at the discretion of the Board of Directors.
ARTICLE IV – BOARD of DIRECTORS
Section 1. – BOARD:
A Board of not less than ten (10) directors shall constitute a Board of Directors. At each Annual Meeting of the membership, five (5) directors shall be elected for a term of two (2) years. The directors shall be members of the corporation. Each director shall file with the Secretary a written acceptance of the trust before he is qualified. Effective January, 1996, each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed, or has served three (3) consecutive two–year terms.
Section 2. – POWERS and DUTIES of THE DIRECTORS:
The Board of Directors shall have and may exercise all the powers of the corporation, except such as are conferred upon the members by law, by the Agreement of the Association, or by these ByLaws.
Section 3. – MEETINGS of THE BOARD:
Regular meetings of the Board of Directors may be held without call or formal notice at such place and at such time as the Board may by vote from time to time determine.
Special meetings of the Board of Directors may be held at any time or at any place when called by the Chairman of the Board, the Regional Executive, the Treasurer, or two or more directors, reasonable notice thereof given to each director by the Secretary, or in the case of the death, absence, incapacity, or refusal of the Secretary, by the officer or directors calling the meeting.
Section 4. – QUORUM of DIRECTORS:
At any meeting of the Board of Directors, a quorum for any election or for the consideration of any questions consist of a simple majority of the directors then in office, but not less than four. When a quorum is present at any meeting, the vote of the majority of the directors present and voting shall be requisite and sufficient for the election to any office, and a majority of the directors present and voting shall decide any question brought before such meeting, except in any case where a larger vote is required by law, by the Agreement of Association or by these ByLaws.
ARTICLE V – OFFICERS
Section 1. – NOMINATION of OFFICERS:
Any ten members of New England Region in good standing may nominate a member as a candidate for director. Such nomination must be made in writing, signed by the members making the nomination, countersigned by the member so nominated, and delivered to the Secretary or postmarked by October 1 or 60 days prior to the date set for the Annual Meeting.
Section 2. – ELECTION of OFFICERS:
The Board of Directors shall annually choose a Regional Executive and an Assistant Regional Executive, who both shall be members of the Board; a Secretary and a Treasurer and such other officers or committee chairmen, if any, as the Board of Directors may in its discretion elect or appoint. So far as is permitted by law, any two or more offices may be held by the same person. The Secretary and Treasurer shall before entering upon these duties give a bond payable to the corporation conditioned upon the faithful performance of his duties. The bond shall be executed as surety by a surety company authorized to transact business in the Commonwealth of Massachusetts.
Subject to law, the Agreement of the Association and to the other provisions of these ByLaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as the Board of Directors may from time to time determine.
Each officer shall hold until the first meeting of the Board of Directors following the next Annual Meeting of the members or until his successor is elected, appointed, or qualified, or until he sooner dies, resigns, is removed , or becomes disqualified.
ARTICLE VI – CHAIRMAN of the BOARD
The Regional Executive shall be the chief executive officer and Chairman of the Board of Directors of the corporation and shall have general charge and supervision of the corporation. The Regional Executive shall preside at all meetings of the Board of Directors at which he is present and at all meetings of the membership.
The Assistant Regional Executive shall have such duties and powers as shall be designated from time to time by the Board of Directors or by the Regional Executive, and in any case shall be responsible to and shall report to the Regional Executive.
ARTICLE VII – TREASURER
The Treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the Board of Directors or by its Regional Executive. The Treasurer shall also have the duties and powers of the Controller as provided by law. The Treasurer shall be responsible to and shall report to the Board of Directors but in the ordinary conduct of the corporation’s business shall be under the supervision of the Regional Executive.
ARTICLE VIII – SECRETARY
The Secretary shall keep a list of members. This person shall keep a record of all votes which shall show whether they were cast in person or by proxy; a record of all proceedings of all meetings of the Board of Directors and of the membership. The records so kept shall be evidence of all elections and all transactions to which they relate. In the absence of the Secretary from any such meeting, a Secretary pro tempore shall be chosen who shall record the proceedings thereof on the aforesaid books.
ARTICLE IX – INVESTMENTS and EXECUTION of INSTRUMENTS
It shall be the duty of the Treasurer to supervise the investment of funds of the corporation and all other matters connected with the management of investments. All loans or purchases for the investment of funds of the corporation shall be submitted for approval to the Board of Directors. All investments shall be made in the name of the corporation, and must be executed jointly by two persons, to wit: the Regional Executive, the Assistant Regional Executive, the Secretary, and the Treasurer.
ARTICLE X – RESIGNATIONS and REMOVALS
Any director or officer may resign at any time by delivering his resignation in writing to the Regional Executive, or the Secretary, or to a meeting of the Board of Directors. The membership may at any meeting called for the purpose, by vote of a majority of members voting or entitled to vote at an election for the officer in question, remove from office any director. The Board of Directors may, by vote of a majority of the directors then in office, remove from office any officer. No director nor officer resigning , and (except where a right to receive compensation for a future period shall be expressly provided in a written agreement with the corporation duly approved by the Board of Directors) no director nor officer removed shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages, whether his compensation be by the month or by the year.
ARTICLE XI – VACANCIES
If the office of any director becomes vacant, by reason of death, resignation , removal or disqualification, a successor may be elected by the membership at a meeting called for the purpose, which may be the same meeting at which a former holder of such office was removed, or in the absence of such election by the members, a successor or successors may be elected by the Board of Directors by a majority of directors then in office. Each such successor shall hold office for the unexpired term, and until his successor is elected or appointed and qualified or until he sooner dies, resigns, is removed, or becomes disqualified. The Board of Directors shall have and may exercise all its powers notwithstanding if existence for more than one vacancy in its membership as fixed, provided there are at least four (4) directors in office.
ARTICLE XII – INDEMNITY of DIRECTORS and OFFICERS
The Corporation shall, to the extent legally permissible, indemnify each of its directors and officers against all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened , while in office or thereafter, by reason of his acts or omissions as such director or officer, unless in such proceeding he shall be finally adjudged liable by reason of dereliction in the performance of his duty as such director or officer; provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such director or officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interest of the corporation, after notice that it involves such indemnification (a) by vote of the Board of Directors in which no interested director or officer participates, or (b) by a written approval by the majority of the membership.
ARTICLE XIII – FISCAL YEAR
Except as from time to time provided by the Board of Directors, the fiscal year of the corporation shall coincide with the calendar year.
ARTICLE XIV – AMENDMENT of ARTICLE of ASSOCIATION and BYLAWS
The Directors of the Club, or any Fifty (50) members in good standing by written petitions submitted to the Secretary, may propose an amendment to the Articles of Association or the ByLaws.
All proposed amendments must be presented to the members of the New England Region, Sports Car Club of America, Inc. through the medium of its official publication in a minimum of two successive editions. Balloting on a proposed amendment shall take place no sooner than sixty (60) days after the date of the first presentation of the proposed amendment in the official publication, with a copy of the proposal and ballots being mailed by the Secretary to all members entitled to vote.
If two–thirds of the members voting, vote in favor of the proposal and proposed amendment, the amendments shall be approved and adopted.
ARTICLE XV – OPERATIONS MANUAL
The Board of Directors may, as it deems necessary, prepare, or have prepared Operations Manual(s) governing the various activities and/or operations of the New England Region of the Sports Car Club of America, Inc. Such manual(s) are to be approved by the Board of Directors of New England Region, Sports Car Club of America, Inc. Additions, changes and modifications shall be done only with the approval of the Board of Directors.
END OF THE BY–LAWS
REVISED: January 11, 2011