PSMC Constitution & Bylaws

PUGET SOUND MIATA CLUB

ARTICLE I
NAME

This organization shall be called the Puget Sound Miata Club.

ARTICLE II
AREA OF OPERATION

The area of operation of the Chapter Club includes Western Washington Zip Codes of 98000 – 99000

ARTICLE III
CLUB OBJECTIVES

The objectives of the Club are to provide an opportunity for Miata owners and aficionados to exchange ideas and information and participate in group events.

ARTICLE IV
MEMBERSHIP

  1. The Puget Sound Miata Club is open to all persons regardless of race, religion, creed, national origin and sexual orientation.

  2. Payment of annual dues, as set forth in the bylaws is a prerequisite to membership.

  3. Ownership of a Miata is encouraged but not required.

  4. Membership in the Miata Owners Club is encouraged but not required.
  5. One spouse or significant other, per paid membership, shall also be considered a member with all of the rights and privileges of Club membership.

ARTICLE V
OFFICERS

  1. General

    1. The board of Directors shall consist of the Club Officers and no less than seven or more than eleven Directors. The Board may choose to waive this rule under special conditions.

    2. Board Members shall maintain membership in good standing for the duration of their term of office.

    3. Board Members are expected to promote Club activities through active personal participation.

    4. Board members shall formulate direction and policy for the Club including the setting of the calendar.

    5. Board Members shall serve no more than 4 consecutive years but will be eligible to seek office again after 1 year.

    6. Board Members shall carry out their responsibilities as defined by the Constitution, Bylaws and Addenda.

  2. OFFICERS

    3. Officers of the Club shall consist of Executive Officer, President, Financial Officer and Communications Officer.

  3. DIRECTORS

    4. The Directors shall be representative of the over-all geographic area of operation.

  4. NOMINATIONS, ELECTIONS AND TENURE

    1. Officers and Directors, with the exception of the Executive Officer, shall be nominated from the membership under the guidelines of the Bylaws of the Constitution.

    2. Officers and Directors, with the exception of the Executive Officer, shall be elected by popular vote of the membership in accordance with the procedures outlined in the Bylaws of the Constitution and serve for a term of one year.

  5. RESPONSIBILITIES OF THE BOARD OF DIRECTORS

  1. EXECUTIVE OFFICER

    1. The previous President

    2. Appoint committees and their chairs.

    3. Set the place and time for the November and January annual planning meetings.

    4. Conduct Club meetings in the absence of the President.

    5. Oversee the election of Officers and Directors.

    6. Take over all duties of the President as described in the Constitution and Bylaws in the event of resignation, removal and/or extended absence.

  2. PRESIDENT

    1. Shall, when possible, have served as an officer or member of the Board of Directors for a minimum of one year.

    2. Preside over Club meetings as defined in the Bylaws of the Constitution.

    3. Formulate meeting themes and set agendas.

    4. Maintain a file of monthly financial reports as received from the Financial Officer.

    5. Appoint individuals to complete the unexpired terms of office, for Officers and Directors when vacancies occur.

  3. FINANCIAL OFFICER

    1. Maintain the Clubs financial records and account.

    2. Implement financial policy as prescribed in the bylaws of the Constitution.

    3. Provide a financial report at each Club meeting for review and approval of the Board.

    4. Provide the Club President with a monthly financial report.

  4. COMMUNICATIONS OFFICER

    1. Prepare minutes for the Board of Directors and planning meeting and distribute same to the Club Officers and Directors.

  5. DIRECTORS

  1. Directors shall be representative of the over-all geographic area of the Club.

  2. Assist Club Officers in carrying out their duties.

ARTICLE VI
FINANCIAL

The Club shall be a nonprofit corporation as defined under the nonprofit laws of the State of Washington. Dues shall be paid as a condition of membership. Dues shall be used for the support of Club operations.
ARTICLE VII
AMENDMENTS

Amendments to the Constitution or Bylaws shall be proposed by a Club Officer at a regular meeting. Notice of the proposed changes will be posted by the Club President in the subsequent Club newsletter along with the date, time and place the proposed changes will be considered for adoption. Approval by 60% of those members present at the subsequent meeting is necessary for adoption.
BYLAWS Of the
PUGET SOUND MIATA CLUB

ARTICLE I
MEETINGS

A. ANNUAL BUSINESS MEETING

  1. There shall be an annual business meeting held by the Club each June.

  2. The date shall be determined by the President and included on the Club calendar at the January planning meeting.

  3. Notice shall be posted by the President in the Club newsletter for the month of May.

  4. The meeting may be held in conjunction with other planned events.

B. OTHER MEETINGS

  1. The Club shall meet at the President’s discretion. These meetings shall be held to carry out the objectives of the Club.

  2. Special Meetings. Members may meet under the name of the Club at any time of place as long as the following conditions are met:

  1. Approval of the meeting is obtained from the President in advance.

  2. Notification of the meeting is given to the Chief Communications Officer, in sufficient time for posting in the Club newsletter.

  3. Within a reasonable time, not to exceed one month, the sponsor of the meeting will provide a report about the meeting to the Communications Officer who will provide copies of the report to those who desire them.

  4. No member may be excluded.

ARTICLE II
FINANCE

  1. DUES

      2. 1. Dues shall be established by a vote of the Board of Directors.
      2. Dues will be paid annually to the Chief Communication Officer upon receipt of a renewal notice, which will be included in the Club newsletter one month prior to the renewal date.
      3. Dues shall be paid within thirty (30) days of the final notice of renewal, on the month the renewal is due, in order to avoid interruption of the privileges of membership.
      4. Dues amounts are exempt from the requirements of Article VII of the Constitution and Article VII of the Bylaws and will be established under Article II, Section A (1) of the Bylaws.

    1. FINANCIAL REPORTS

      2. A financial report shall be provided by the financial officer or his designee and reviewed and approved by a majority vote of the Board of Directors at each Club meeting. A copy of this report will be supplied to the President who will include it in a file designated for that purpose.

    2. EXPENDITURES

    1. The Chief Financial Officer and the President shall have signature power for all Club expenditures.

    2. The President shall have authority to make expenditures under One Hundred Dollars ($100.00) per occurrence without prior approval.

    3. The chief Financial Officer shall be informed by the President of all expenditures over Fifty Dollars ($50.00) per occurrence.

    4. Expenditures in excess of One Hundred Dollars ($100.00) per occurrence require majority approval of the Board of Directors.

ARTICLE III
MEMBERSHIP

  1. PRIVILEGES OF MEMBERSHIP

    1. All members shall receive the Club newsletter.

    2. Members may join in all Club activities including rallies, autocross, other driving events and social gatherings.

    3. Members are benefited by blanket insurance coverage while participating in Club events but only to the limits as described in the policy.

  2. PREREQUISITES

    1. Execution of a waiver signed by any participant is a prerequisite for joining driving events.

    2. Membership in good standing is a prerequisite to participation in driving events. “Membership in good standing” is defined as one who has fulfilled the obligations identified in Article IV of the Constitution. Guests, while riding as passengers with a member, are exempt from this requirement.
ARTICLE IV
PUBLICATIONS

A. NEWSLETTER

    1. A newsletter will be published monthly in furtherance of the objectives of the Club.
    2. An Editor shall be appointed by the President and approved by the Officers and Directors to oversee the layout and content of the newsletter and to assemble staffing as required to accomplish it’s publication and distribution.
    3. The newsletter shall be financed by the Club treasury and shall be exempt from the requirements of approval established under Article II Section C of the Bylaws.

    B. WEB SITE

      1. A web site will be produced and maintained in furtherance of the objectives of the Club.
      2. A Web Manager shall be appointed by the President and approved by the Officers and Directors to oversee the web site, co-ordinate the content, and assemble staffing required to keep it current and timely.
      3. The web site shall be financed by the Club treasury and shall be exempt from the requirement of approval established under Article II Section C of the Bylaws.

      C. ANNUAL CLUB REGISTER

        1. An annual Chapter Club Register including the names, addresses and phone numbers of members in good standing at the time of publication shall be distributed to all members at the beginning of each calendar year under the direction of the President or his appointee.
        2. A Data Coordinator shall be appointed by the President and approved by the Officers and Directors to oversee the Register and maintain it in a current and timely manner.
        3. The Register is for the use of Club Members only and may not be sold, shared or duplicated without permission voted on by the Officers and directors of the Club.
        4. The Register shall be financed by the Club treasury and shall be exempt from the approval requirements established under Article II, Section C of the Bylaws.
ARTICLE V
NOMINATION OF DIRECTORS AND OFFICERS

A. NOMINATIONS

    1. A Nomination Committee, consisting of a minimum of two members of the Board of Directors, shall be appointed by the President for the purpose of assisting in acquiring and screening nominees.
    2. The President will notify the membership, through the Club newsletter, of the time and place of the regular meeting at which nominations may be submitted.
    3. The Nomination committee will confirm the membership of nominees as set forth in Article IV of the Constitution.
    4. The Nomination Committee will contact each Director and Officer nominee for the purpose of confirming their willingness to run for office.

    B. LIST OF CANDIDATES

      1. A list of candidates will be entertained under the title of each office established in Article V, Sections B and C of the Constitution.
      2. Officers and Directors who express a desire to run for re-election will be listed.
      3. Nominations from the floor will be listed.
      4. Additional nominations received and confirmed by the Nominating Committee prior to the meeting will be listed.

      C. OBLIGATIONS OF THE NOMINEES

        1. Nominees are required to make themselves aware of the obligations of office as listed in article V of the constitution and Addendum thereof. 2. Nominees may, but are not required to, submit a one-paragraph summary of qualifications and reasons for seeking office to the President by the tenth day of May, preceding the election.

        D. POSTING OF CANDIDATES

        The President shall be required to have published in the Chapter Club Nnewsletter the list of candidates along with their submitted summaries and qualifications prior to the date and time set for elections along with the time, date and location of the meeting at which the election of officers and directors will take place.
ARTICLE VI
ELECTIONS

  1. ELECTIONS PROCEDURE

  1. The Chief Executive Officer shall have the responsibility of overseeing the election which will be held during the annual business meeting in June.

  2. Voting

  1. Voting will be by secret ballot except under conditions expressed in 5b and 5c herein stated.

  2. Voting will be by members in good standing, present at the time and place of the meeting designated for the election and as stipulated in c. below.

  3. Absentee ballots may be obtained by contacting the President prior to the election, but must be returned and in the possession of the Chief Executive Officer prior to the meeting at which the election takes place.

  4. Officers: One selection may be made for each office.

  5. Directors: Seven to eleven selections may be made from the list of candidates.

    6. 3. Ballots will include all nominees listed under the office to which they aspire.
    4. Ballots will be collected and votes recorded by the Chief Executive Officer or his designee.
    5. Certification

    1. The Chief Executive Officer will verify the results and present the slate of officers for installation at the time of the election.

    2. Officers: One officer will be elected from the candidates listed for each office. If only one candidate is standing for election then their election to that office may be confirmed by majority approval of those present by voice vote.

    6. Runoff. Should it become necessary, a runoff election shall be conducted prior to certification.
ARTICLE VII
AMENDMENTS AND ADDENDUM

  1. AMENDMENTS

      2. 1. Amendments to the Bylaws will be made in accordance with Article VII of the Constitution.

  2. ADDENDUMS

  1. Addendums to the Constitution and the Bylaws will be made in accordance with Article VII of the Constitution.
ADDENDUM TO THE CONSTITUTION AND BYLAWS OF THE PUGET SOUND MIATA CLUB

  1. DUTIES OF THE EXECUTIVE OFFICER

    1. Assist the incoming President during the transition of office.

    2. Help coordinate the activities of the Officers and Directors.

  2. DUTIES OF THE PRESIDENT

    1. Contact Event Coordinators prior to each event to ensure details are in order and insurance waivers are on hand.

    2. Secure and distribute Event Coordinators awards.

    3. Appoint a Newsletter Editor. Assist the Editor in the production and distribution of the Club newsletter including contacting regular contributors and upcoming event organizers to ensure their copy meets deadline.

    4. Appoint a Web Master to oversee the maintenance, preparation and operation of the Club Web Site.

    5. Appoint a Data Coordinator for the purpose of maintaining the Club database.

    6. Formulate a creative column for the Club newsletter on a monthly basis. Information on upcoming and past events as well as general Club news and information should be included.

    7. Act as or assign the duty of Event Coordinators for the annual Northwest Gathering of Miatas.

    8. Assist Officers and Directors with their duties as necessary.
    9. Represent the Puget Sound Miata Club.

  3. DUTIES OF THE COMMUNICATION OFFICER

    1. Provide information concerning the Club to prospective members.

    2. Accept new membership application and annual dues payments.

      3. Forward checks to the Financial Officer and maintain a file of original applications. Forward information to the Data Coordinator.
    3. Provide new members with an informational welcome packet. Contact the Director in the area that the new member resides and provide the name, address and phone number for a personal contact.

    4. Prepare an informative column for the Club newsletter.

    5. Act as liaison between other national and regional car clubs and the Puget Sound Miata Club. Disseminate timely and pertinent information, received from other sources, to the membership.

  4. DUTIES OF DIRECTORS

    1. Make personal contact with new members within their general geographical areas. Names, addresses and phone numbers will be provided by the Communications Officer.

    2. Lend assistance to members within their geographical area in the planning and implementation of events.

    3. Communicate changes in schedules and plans, of a timely nature, to members within their geographical area.

  5. REMOVAL OF APPOINTEES

    1. Appointees will not be required to stand for re-election nor be subject to term limits as required in Article V of the Constitution.

    2. Appointees may only be dismissed after:

    1. A majority vote of the Officers and Directors present at a regularly scheduled meeting.

    2. Being notified, in a timely manner and in writing, by the President of the pending action.

    3. Being given an opportunity to defend themselves against the action before the Officers and Directors at a regularly scheduled meeting.

  6. REMOVAL FROM OFFICE

  1. Officers and Directors may be removed from office only after:

  1. A 75% majority vote of the Officers and Directors present at a regularly scheduled meeting.

  2. Being notified, in a timely manner and in writing, by the President (or by the Executive Officer, if the removal pertains to the President) of the pending action.

  3. Being given an opportunity to defend themselves against the action before the Officers and Directors at a regularly scheduled meeting.

Approved by majority vote on July 27,2001 by members present at a regular Board Meeting