BY LAWS OF
THE NORTH AMERICAN
as voted in by the club membership
ARTICLE I: NAME
North American Spitfire Squadron, Inc. (NASS or N.A.S.S., also referred to herein as "The Club")
ARTICLE II: GENERAL OBJECTIVE
The general objectives of the Club shall be the preservation and promotion of the following;
A. The highest standards of courtesy and safety on the road.
B. The enjoyment and sharing of goodwill and fellowship engendered by owning a Triumph Spitfire or GT6 automobile including but not limited to the education of the members of the Club and public at large of the history, maintenance and technical aspects of Triumph Spitfire or GT6 automobiles. Engaging in social or other events as may be agreeable to the membership.
C. The preservation of the highest standards of operation and performance of the marque through the education of the members of the club and public at large sharing and by exchanging technical and mechanical information concerning Triumph Spitfire and GT6 automobiles.
D. The interchange of ideas and suggestions with other individuals, automobile clubs and associations throughout the world.
E. The establishment of mutually cooperative relationships with other Sports Car Clubs as may be desirable.
ARTICLE III: POWERS, CORPORATE SEAL AND BADGE
Section 1 - Powers
The Club shall be empowered to do all things and conduct all business, not-for-profit, necessary to carry out the general objectives of the Club as set forth in the Certificate of Incorporation and in these Bylaws.
Section 2 - Corporate Seal
The corporate seal of the Club shall be voted upon by the club.
ARTICLE IV: MEMBERSHIP, DUES AND FEES
Section 1- Membership
Membership in the Club shall not be restricted to owners, lessees, or co-owners of Triumph Spitfire or GT6 cars. Membership by any interested party is welcomed.
Section 2 - Classes of Membership
A. ACTIVE - Any owner, lessee, co-owner of or person interested in a Triumph Spitfire or GT6, who is 18 years of age or older, having paid Club dues and fees as required.
B. HONORARY - Any person who, on the affirmative vote of the Executive Council, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year, but may, upon the affirmative vote of the Executive Council be renewed.
C. LIFE - Any person, who, upon the three-fourths vote of the Board of Directors, is deemed to have performed such extraordinary service to the Club as to warrant this honor. A life member shall be considered as an active member.
Section 3 - Membership Application
All applications for membership shall be submitted to the National office, which shall either accept or reject the application. In case of rejection the applicant or a member on behalf of the applicant may appeal to the Board of Directors whose decision shall be final and binding.
Section 4 - Dues
Annual dues for the various classes of membership shall be determined from time to time by the Board of Directors.
Section 5 - Membership Year
Annual membership dues for all members will be collected on the anniversary of the Club, April 1st. A reminder will be posted to the club email list one month before dues are to be collected and posted in the last Club Newsletter preceding the anniversary date. If the payment of dues is not made after 10 business days from the due date, two reminders will be mailed to the member, one after 14 days and a second after 30 days. The member will be considered inactive if no renewal is received by May 14th and will be moved to inactive status
Section 6 - Privileges
Members including family members in good standing shall be entitled to all the privileges of the Club, except that Honorary members shall not be entitled to vote or hold elective National office. Ballots will be mailed to active members only.
Section 7 - Suspension
Any member may be suspended by a two-thirds vote of the Board of Directors for infractions of the NASS rules or regulations or for action inimical to the general objectives or best interests of the NASS.
Section 8- Resignations
Any member may resign by addressing a letter of resignation to the Membership Chairman. The recipient shall inform the others of the resignation. His resignation shall become effective upon receipt and all Club privileges shall terminate as of that date.
ARTICLE V: ELECTED OFFICERS AND SPECIAL APPOINTMENTS
Section 1 - Elected Officers
The elected officers of the Club shall be a President, Vice-President, Secretary, Membership Chairperson and Treasurer. Their terms of office shall be two years, and shall end on the last day of December of each year. No person may hold more than one office at one time. No officer may continue in office if he or she shall move his or her residence beyond the borders of North America
Section 2 - Special Appointments
The Board of Directors shall appoint for a specified term an Editor of the Club's official publication at such salary and expense arrangements, as it shall determine. It may appoint an Executive Vice President and such other persons as it may deem advisable to insure the proper operation of the Club. The Board of Directors may terminate these appointments at will. It may appoint a Webmaster for updating and maintaining the Club's official web site.
ARTICLE VI: BOARD OF DIRECTORS
Section 1 - Board of Directors
The President the Vice-President, the Secretary, the Treasurer, the Executive Vice-President, if any has been named, Membership Chairperson, and the Editor of the Club's official publication shall constitute the Officers in which the government of the Club shall be vested. That Board of Directors may increase the Board of Directors by amendment of these Bylaws.
The Officers and Board of Directors shall be responsible for the proper conduct of the administrative affairs of the club, the proper functioning of the several committees, and shall insure compliance with these Bylaws. The Officers and Board of Directors shall be entitled to reimbursement for any reasonable and ordinary expenses incurred in the fulfillment of their duties. All decisions of the Officers and Board of Directors shall be by a majority vote unless otherwise provided in these Bylaws.
ARTICLE VII: DUTIES OF OFFICERS
Section 1 - Duties of President
The President shall preside at all meetings of the Board of Directors, and shall perform the duties pertaining to his office. He shall call at least one meeting of the Board of Directors per calendar year. He may call meetings of the Board of Directors as he may see fit and shall call such a meeting at the request of any three members of the Board of Directors.
The President shall cause to be published in the club's official publication a semi-annual report on the status of the Club, its plans and programs, policy decisions reached by the Board of Directors and other pertinent matters dealing with the affairs of the Club. In the absence of the President, the Vice-President shall preside, and act as President. In case of his or her death, resignation or disqualification, the Vice-President shall become President.
Section 2 - Duties of Vice-President
The Vice-President shall assist the President in the conduct of the administrative affairs of the club and perform such other duties as may be assigned to him or her by the President.
Section 3- Duties of Secretary
The Secretary shall attend all meetings of the Executive Council and the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast. He or she shall cause to be published in the Club's official publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the club. The Secretary shall have custody at all times of the Club's records. He or she shall perform all duties incident to his or her office as required by law.
Section 4 - Duties of Membership Chairperson
The Membership Chairperson shall receive incoming mail or email and phone calls pertaining to membership matters, such as membership applications, address changes, renewals, complaints, etc. He or She shall make all necessary membership list updates, i.e. additions, deletions and changes, as received from the members.
He or She shall have manufactured and maintain a supply of membership applications and renewal notices to be mailed on a schedule as directed by the Board of Directors.
He or She shall maintain a list of advertisers, life members, honorary members and others who receive complimentary issues, in a manner that these may be differentiated as necessary. He or She shall forward relevant information and inquiries to Editor-in-Chief or columnists.
He or She shall forward monies received for memberships to the Treasurer in a timely manner.
He or She shall place advertisements for attracting new members at the direction of the Board of Directors. He or She shall also report to the Board of Directors about the effectiveness of such advertising and make recommendations, as requested.
He or She shall conduct exit surveys as requested by the Board of Directors.
He or She shall submit mailing labels or electronic data to the Publisher on a timely basis, so that the club newsletter can be published and distributed on schedule.
He or She shall provide the President a membership print out or data file showing both present and past members at the end of each month. The person maintaining the Club web site shall also receive updates on current and inactive members.
Expenses, phone, mail, computer maintenance and supplies, printed materials, postage, etc. shall be paid by with Club finances with receipts and documentation submitted to the Treasurer.
The term of office shall be an elected position voted on at two year intervals with other elected officers.
Section 5 - Duties of the Treasurer
The Treasurer shall have custody of all monies, debts, obligations and assets belonging to NASS.
He or She shall receive all monies of the Club and deposit them to the Club account in a bank insured by the FDIC. He or She shall have direct control over, and supervision of all Club assets and of all payments of club debts and obligations. He or She shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club's expense, in such amount as may be determined by the Executive Council.
He or She shall cause to be published in the Club's official publication a full and correct report quarterly on the financial status of the Club. He or She shall also give a full and correct report on the financial status of all receipts, disbursements, balances, assets and liabilities of the Club to the Executive Council/Board of Directors at the end of each calendar month.
The Treasurer shall sign all checks or other orders for the payment of monies in the name of the Club. The Treasurer shall submit his or her books of accounts and records to a certified public accountant at the Club expense at the close of the fiscal year.
The Treasurer shall be bonded by a qualified insurance company.
The Treasurer will make sure the Club liability insurance for the N.A.S.S. officers will be kept in current status.
The Treasurer shall forward, to the Membership Chairperson, information received pertaining to new members, when current members make payment or any other information needed to maintain Membership Database.
He or She shall contact members that submit non-U.S. bank and NSF checks.
Section 6 - Conflict of Interest Disclosure Requirements
Should the successful bidder of a profit making position with the NASS also be an Officer or Director, or be financially involved with an Officer or Director, the bidder shall report to the Board of Directors the income received and expenses incurred by the bidder in question on the Club contact.
ARTICLE VIII: COMMITTEES
The Board of Directors, in their sole discretion, may appoint the following standing committees:
A. Public Relations
F. Holiday Advisory
The Board of Directors may create such other committees from time to time, to exist at its pleasure, as it may see fit. The President, with the advice of the Board of Directors, shall appoint the Chairman of the Committees and their members. The President may dismiss or replace the Chairmen and members, except that the consent of the Board of Directors shall be required for the appointment of the Chairman and members of the Nominating Committee and for their dismissal or replacement.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 - Nominating Committee
The Nominating Committee, which shall consist of three Directors, shall submit to the Secretary at least three (3) months before the end of the term of any elected office, a slate of one or more nominees for those offices about to be vacated. The report shall subsequently be published in the Club's official publication.
Section 2 - Nominations by the Members
Active members in good standing may nominate a slate for each office. Such nominations must be submitted to the Secretary in writing and must include the member's signature and printed name, and must be received by the Secretary in time for the September/October (fall) publication. A notice of open nominations shall be posted in the June/July (summer) publication, stating that members have until fifteen (15) days prior to next publication deadline, to submit by mail, nominations for offices.
Section 3 - Notice of Election
In the September/October (fall) official publication for the Club for any election year, the Secretary shall cause to be published a notice of election and the names of all nominees for office and shall include a ballot in the Club's official publication. The notice of election shall set a return date for the ballot, which shall be at least thirty (30) days before the end of the fiscal year.
Section 4 - Ballots
All balloting shall be by mail, with the name and address printed. Votes shall be cast on standard size 8.5" x 11" paper, indicating the member's choice of candidates and the offices, for which they stand, and must be signed by the member. Any member shall be entitled to write in the name of any member in good standing as his or her choice for any office. All ballots must be received no later than the date set forth in the notice of election. Ballots not in accordance with the above shall be invalid.
Section 5 - Tellers
The Secretary shall tabulate the votes cast within fifteen (15) days of the return date and shall make a written report. The member who receives the greatest number of votes cast for the office for which he or she is a candidate shall be declared elected. The Tellers shall have the authority to break any "Tie Votes" that should occur by the flip of a coin or other method deemed agreeable by the Tellers.
Section 6 - Notice of Election Results
The Secretary shall cause to be published the results of the election on the NASS web site and Club newsletter.
Section 7 - Newly Elected Officials
Upon tabulation of the votes, the Secretary shall immediately notify the persons elected of their election. A notice to the general membership, by way of a post to the club email list and the newsletter, will be made by the secretary after all newly elected officers have been notified.
ARTICLE X: FISCAL YEAR
The fiscal year of the Club shall end December 31.
ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS
Section 1 - Authority to Incur Obligations or Indebtedness
Only the elected Officers or persons authorized by the Board of Directors to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred solely as corporate obligations. No personal liability whatever shall attach to or be incurred by any member or Officer of the Club by reason of any such corporate obligation or liability. No elected Officer or any other person authorized to act in behalf of the Club shall incur any obligation or indebtedness in the name of the Club which is not for the general benefit of the entire membership of the Club, nor shall the Board of Directors approve the incurring of any such obligation or indebtedness.
Section 2 - Personal Liability for Unauthorized Obligation
The incurring of any obligation or indebtedness in the name of the Club by any elected Officer or member in contravention of these Bylaws shall be considered an "Ultra Vires Act" (beyond or exceeding their legal authority or
power). The person or persons responsible for such act or acts shall be personally liable, individually and collectively, to the Club in an amount equal to the obligations or indebtedness which the Club may be required to pay.
XII: AMENDMENT OF BYLAWS
Section 1 - Amendment of Bylaws
These Bylaws may be amended by a majority of the vote's case in a referendum of the membership, which shall be conducted by mail or other method as determined by the Board of Directors.
Section 2 - Proposed Amendments
The Board of Directors, or members in good standing constituting at least one percent (1%) of the then membership, may propose amendments to these Bylaws. Amendments proposed by such members shall be submitted to the Secretary in writing and shall be signed by each member.
Section 3 - Notice of Proposed Amendments and Referendum
The Secretary shall cause to be published in the Club's official publication, online NASS-CLUB list and official club web site any proposed amendment submitted to him or her within sixty (60) days thereafter, together with an explanation of the proposed amendments and the need therefore by its sponsors. Before the deadline for the next succeeding issue of the Club's official publication any member may submit statements of reasons against the adoption of any amendment to the Secretary. In the said succeeding issue the proposed amendments and the explanations and needs shall again be published, together with a summary of any reasons against adoption which may have been submitted. A ballot shall be included specifying a return date of not less than thirty (30) days nor more than forty-five (45) days from the date of final publication.
Section 4- Ballots
Votes for or against a proposed amendment to these Bylaws shall be cast on a standard size 8.5" x 11" paper and must be signed by the members, with the name and membership number. All ballots shall be mailed to the Secretary and must be received no later than the date set forth in the notice of referendum. Ballots not in accordance with the above shall be invalid.
Section 5 - Tellers
The Secretary shall serve as Teller and shall tabulate the votes cast in the referendum within fifteen (15) days of the return date.
Section 6 - Notice of Vote or Referendum Results
The Secretary shall cause to be published the result of any vote or referendum on a proposed amendment in the Club's official publication and on the web site.