as voted in by the charter membership
North American Spitfire
(NASS or N.A.S.S., also referred to herein as "The Club")
ARTICLE II: GENERAL
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.
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
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 to signal 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
Section 4 - Dues
Annual dues for the various classes of membership
shall be determined from time to time by the Board of Directors. Annual dues shall
be due and payable at the end of the month in which he or she joined or in which
he or she last renewed.
Section 5 - Membership Year
The Membership Chairman shall send each member
two billings for renewal dues at or about the due date. Members who are in arrears
for more than forty-five (45) days shall be dropped from membership.
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 Chairman and Treasurer. Their
terms of office shall be one year, and shall end on the first Board of Directors'
meeting 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
ARTICLE VI: BOARD OF
Section 1 - Board of Directors
The President the Vice-President, the Secretary,
the Treasurer, the Executive Vice-President, if any has been named, Membership
Chairman, and the Editor of the Club's official publication shall constitute the
Officers in which the government of the Club shall be vested. Those 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
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 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
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 of the corporate seal at all times as well
as 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 Chairman
The Membership Chairman shall receive incoming
mail 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 (first, second and last) to be
mailed on a schedule as directed by the Board of Directors. He or She shall
maintain a list of advertisers, life 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, state lists etc. to the
Treasurer in a timely manner. He or She shall contact members that submit non-U.S.
bank and NSF checks. 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 for list rental mailings under the guidelines specified 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 magazine can be published and distributed
on schedule. The Board of Directors shall monitor the Membership Chairman's
performance and the Board of Directors may cancel contracts with thirty (30) days'
notice for non-performance. He or She shall provide the President a membership
print out or data file showing both present and past members once per year. And,
He or She shall exhibit proof of ability to perform this job function. Expenses,
phone, mail, computer maintenance and supplies, printed materials, etc. shall be
reimbursed following submission of proper documentation to the Treasurer. The term
of office shall be one year, renewable upon thirty (30) days notice by either
party for non-renewal.
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 semi-annually 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. 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.
Section 6 - Conflict of Interest
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
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.
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 publication.
Section 3 - Notice of Election
In the initial (first of the year) 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 postcards, 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 website or Club newsletter.
Section 7 - Newly Elected Officials
Upon tabulation of the votes the Secretary shall
immediately notify the persons elected of their election.
ARTICLE X: FISCAL YEAR
The fiscal year of the Club shall end July 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
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
ARTICLE XII: AMENDMENT OF
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
The Secretary shall cause to be published in the
Club's official publication and website 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 third succeeding issue of the Club's official publication any member may
submit statements of reasons against the adoption of any amendment to the Editor.
In the said third 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 postcard 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 and /or any two members or Officers
designated by the President shall serve as Tellers and shall tabulate the votes
cast in the referendum within fifteen (15) days of the return date.
Section 6 - Notice of Vote or Referendum
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.