NWOR-SCCA By-Laws
ARTICLE I - NAME, PURPOSE, AND EMBLEM
A. NAME: The name of the Corporation shall be Northwestern Ohio Region, Inc., Sports
Car Club of America (NWOR-SCCA).
B. PURPOSE: The general purpose of the Corporation shall be to encourage the
preservation, ownership, and operation of automobiles with an emphasis on sports cars,
to act as a source of technical information, to establish rules and regulations covering all
activities of the Club, to provide and regulate events and exhibitions for automobiles and
their owners, to encourage careful and skillful driving on public highways, and to own
real and personal property, as incidental to the foregoing purpose.
C. DISSOLUTION: In the event of dissolution of the Corporation, all equipment assets shall
be distributed to the national Sports Car Club of America, Inc (SCCA). In the event of the
SCCA not wanting any or all of the equipment assets, they will be sold and the funds
generated will be equally distributed to the Primary members of record at the time of
dissolution. All monetary assets in the form of financial instruments such as checking,
savings, money markets, etc. will be equally distributed to the Primary members of
record at the time of dissolution.
D. EMBLEM: The emblem of the Corporation shall be an outline of the State of Ohio,
indicating the area of the Northwestern Ohio Region and with the knock-off type of wire
wheel with tire, on which shall be inscribed the words "Sports Car Club of America".
Other emblems may be used as supplements or replacements with approval of the Board
of Directors.
E. THE CORPORATE SEAL: The Corporate Seal shall be circular in form, being inscribed
with the name of the Corporation, the year of its incorporation, and the word "Ohio".
ARTICLE II - MEMBERSHIP AND DUES
A. MEMBERS: Membership in the Corporation shall be open to all owners of automobiles
and persons interested in automobiles and in the purpose of this Corporation. A
prospective member shall complete the appropriate membership application form
provided. The completed membership application must then be submitted to the SCCA
along with membership dues. Upon acceptance for membership by the SCCA, the
applicant's membership will appear on the membership list supplied to NWOR-SCCA by
the SCCA.
B. CLASSES OF MEMBERSHIP:
a. Primary: Any person as provided in Section A of this Article listing
NWOR-SCCA as their primary SCCA region and having paid such annual dues
and fees as required.
b. Dual: Any person as provided in Section A of this Article listing NWOR-SCCA
as their secondary SCCA region and having paid such annual dues and fees as
required.
c. Honorary: Any person who has commended himself or herself to the Corporation
esteem or has performed an outstanding service to the Corporation may be elected
an honorary member by the Board of Directors or a majority vote of the members
present at the annual meeting, or at a meeting called for the purpose.
C. DUES:
a. Primary: The SCCA shall set the levels of membership and the cost of each level.
NWOR-SCCA annual dues shall be determined from time to time by the Board of
Directors at any annual or special meeting.
b. Dual: NWOR-SCCA annual dues shall be determined from time to time by the
Board of Directors at any annual or special meeting.
c. Honorary: None.
D. PRIVILEGES: Primary members are entitled to all Corporation privileges. Dual and
Honorary members are entitled to all Corporation privileges, except they shall not have
the right to vote or hold office.
E. PAYMENTS TO MEMBERS: No payment shall be made to any member for services
rendered nor shall any payment be made to insure to the benefit of any individual
member. Members may receive an entry discount for acting as an event and/or season
official. However, this is not to be construed as precluding the reimbursement of
legitimate expenses incurred by members in the conduct of NWOR-SCCA business and
sanctioned events.
F. EXPULSION: Membership will automatically lapse for non-payment of dues at the end
of sixty days after commencement of the membership year for which they are payable.
Any member may be expelled for infraction(s) of Corporation rules, or such other causes
as may be determined by the majority of the Board of Directors as being in the best
interests of the Corporation. However, before such action may be taken, the member shall
have an opportunity to submit in writing or in person his/her position on any charge of
misconduct of which he/she shall be notified.
a. Required Conduct: Every member shall conduct himself/herself in a professional
and/or sportsmanlike manner at all times during a Regional, Divisional, or
National event or activity in his/her dealings with other members, guests, or with
the public.
b. Charges: Any member charged with an offense under Section F, shall be fully
apprised of the charges and afforded an opportunity to answer them to the Board
of Directors of the Region, as provided for in Article II, Section F, above.
c. Discipline: Any member so charged who, in the Board of Directors' judgment
(simple majority), is guilty of unprofessional and/or unsportsmanlike conduct or
other reprehensible behavior shall be disciplined by the Board of Directors.
Discipline shall take such of one of the following forms as the Board of Directors
may deem to be commensurate with the nature and gravity of offense:
i. Suspension from participation in events and activities sponsored by
NWOR-SCCA for a definite period of time, neither to be less than three
months nor more than twelve months and forfeiture of all Regional points
for the entire year in which the offense was committed.
ii. Expulsion from the Region, and subsequently from the SCCA, as provided
for in Article II, Section F, above.
G. RESIGNATION: Any member may resign by directing a letter of resignation to the
Assistant Regional Executive or by notifying the SCCA of a change of Regional
membership. His/Her resignation shall be effective upon receipt, provided all
indebtedness to the Corporation is paid.
ARTICLE III- MEETINGS OF THE MEMBERS
A. ANNUAL MEETINGS: The annual meeting of the primary members shall be held in
November of each year for the election of Officers and Directors-at-Large, reports of
officers and committees, and other business as lawfully may come before the meeting. If
no elections are required, then a Regular Meeting shall suffice.
B. REGULAR MEETINGS: Regular meetings of the members shall be held at least six
times per year,
C. SPECIAL MEETINGS: In addition to any provisions of the law, special meetings of the
members may be called by the Regional Executive or by a majority of the Board of
Directors.
D. NOTICE OF MEETINGS: A written or printed notice including electronically, stating
the place, day, hour, and purpose of any meeting of the members, including special
meetings, shall be given by the Corresponding Secretary.
E. QUORUM: At all meetings of the members, four members of the Board of Directors
shall constitute a quorum.
F. VOTING: All action, except election of Officers and Directors-at-Large and amendment
of the By-Laws, shall be by a majority of the Board of Directors present and voting.
Except as hereinafter provided, voting by proxy or absentee ballot shall not be allowed
except with approval of the majority of the Board of Directors in accordance with the
rules they prescribe.
ARTICLE IV - OFFICERS/DIRECTORS-AT-LARGE
A. NUMBER OF OFFICERS AND DIRECTORS-AT-LARGE: The elected Officers and
Directors-at-Large of the Corporation shall be the Regional Executive, Assistant
Regional Executive, Recording Secretary, Corresponding Secretary, Treasurer, and two
Directors-at-Large known as the Board of Directors.
a. The Officers shall serve for one year, or until their successors are elected.
Directors-at-Large shall serve for two-year terms, or until their successors are
elected.
b. No Officer may be elected to the same position for more than six consecutive
terms. No Director-at-Large may be elected to the same position for more than
three consecutive terms.
c. The chairperson of the Board of Directors shall be the Regional Executive.
B. METHOD OF NOMINATION: A nominating committee of at least three Primary
members will be selected two months before the annual election by the Board of
Directors. The Chairperson of the nominating committee will be the continuing
Director-at-Large. No other member of the Board of Directors may serve on this
committee.
a. It will be the duty of this committee to determine a nominating ballot at least two
weeks before the date of election.
b. A submitted nomination will contain the name of any member chosen for any one
office or open Directorship-at-Large. The nominating member should contact
his/her candidate to see if he/she will run for an Office or Directorship. The
nomination must be returned to the committee by the October general meeting.
c. Nominations will be accepted from the floor at the October general meeting.
d. Nominations will be screened by the nominating committee to eliminate those
persons choosing not to run for an Office or a Directorship-at-Large and to limit
the nominations to three for each Office or Directorship-at-Large.
e. Officers and the Director-at-Large must fit the following criteria:
i. In order for a member to be nominated for an Office or a
Directorship-at-Large, he/she must have been a member of the region for
the preceding fiscal year.
ii. An Officer or Director-at-Large must maintain a current membership
during his/her entire tenure as an Officer or Director-at-Large or shall
relinquish his/her rights and privileges as an Officer or Director-at-Large.
iii. In addition, a candidate for Director-at-Large must also have served as an
SCCA or NWOR-SCCA Officer or an SCCA or NWOR-SCCA board
member or an SCCA or NWOR-SCCA committee member or be approved
as a candidate by the Board of Directors.
f. If all positions are filled unopposed, then an election is not necessary and the
Board of Directors will certify the next year's Board of Directors.
C. VOTING PROCEDURE: The nominating committee with the assistance of the
Corresponding Secretary will email or mail each member an election ballot containing
nominations for Officer or Director-at-Large at least ten days before the election.
a. The election ballot must be either emailed or mailed to the nominating committee
prior to the election date.
b. The nominating committee will deliver the election ballots received by email or
mail to the election meeting.
c. At the meeting, the committee will be aided in counting the votes by two Primary
members. In the event of a tie, the results will be determined at the meeting by
only those Primary members present. No proxy votes will be honored.
d. In the event that no candidates for any elected offices or directorship are
challenged by the official close of nominations, and there are no issues on the
ballot, the election committee will not mail ballots to the membership and each
candidate will win his/her prospective office by a count of one vote.
ARTICLE V - DUTIES OF ELECTED OFFICIALS
A. DUTIES OF REGIONAL EXECUTIVE AND ASSISTANT REGIONAL EXECUTIVE:
a. The Regional Executive (RE) will be the Chairperson of the Board of Directors.
b. The RE shall preside at all meetings of the members and Board of Directors and
shall perform the duties usually pertaining to the office.
c. The RE may call special meetings of the members under the provisions of Article
III, Section C.
d. The RE shall be the Chief Executive Officer of the Corporation. In the absence of
the REor in the case of his/her death, resignation or inability to act, the Board of
Directors shall designate some person to fill the unexpired term.
e. The Assistant Regional Executive (Assistant RE) shall act as the Membership
liaison.
D. DUTIES OF THE SECRETARIES:
a. The Recording Secretary:
i. The Recording Secretary shall attend all meetings of the members and
Board of Directors and shall record all minutes and votes in a book kept
for that purpose.
ii. He/She shall have custody of the Corporate Seal and the Corporation's
records.
iii. He/She shall perform all other duties incident to this office. In the absence
of the Recording Secretary, the Corresponding Secretary shall act. If there
is a vacancy in the office, the Board of Directors shall designate some
person to fill the unexpired term.
b. The Corresponding Secretary:
i. The Corresponding Secretary shall attend all meetings of the members and
Directors.
ii. He/She shall keep an up-to-date roll of all members and Board of
Directors.
iii. He/She shall give notices of meetings of the members required by law of
the By-Laws and shall issue all official Corporation correspondence when
required by the Board of Directors.
iv. He/She shall act in the absence of the Recording Secretary
v. He/She shall perform all duties incident to his/her office. If there is a
vacancy in the office, the Board of Directors shall designate some person
to fill the unexpired term.
E. DUTIES OF THE TREASURER:
a. The Treasurer shall, subject to such conditions and restrictions as be made by the
Board of Directors, have custody of all monies, debts, and obligations belonging
to the Corporation and deposit same in the Corporation account.
b. He/She shall make all payment of Corporation debts, checks, drafts, notes, or
other orders for payment of money. They shall be signed in the name of the
Corporation by the Treasurer or the RE
c. He/She shall give bond, at Corporation expense, if required by the Board of
Directors.
d. The Treasurer shall give a report on the financial status of the Corporation at
every meeting, and if so requested, at any other time.
e. The RE may unilaterally authorize expenditures of 5% of the checking account up
to a maximum of $150.00.
f. No obligation, debt, or other liability shall be incurred by the Treasurer without
the specific prior approval of the RE or Board of Directors.
g. If there is a vacancy in the office, the Board of Directors shall designate some
person to fill the unexpired term.
F. DUTIES OF THE DIRECTORS-AT-LARGE:
a. The principle purpose of the Directors-at-Large is to give continuity and direction
to Regional affairs.
b. The Directors-at-Large will concern themselves with the long-term objectives of
the Region.
c. The continuing Director-at-Large will serve as the chairperson of the nominating
committee for the annual election.
G. DUTIES OF THE BOARD OF DIRECTORS:
a. The Board of Directors shall attend to all matters of finance and other business
committed to it by the members and shall carry out the objectives of the Region.
b. All members of the Board of Directors shall be entitled to one vote each in those
matters of Regional business submitted to a vote by the Board.
c. Simple majority vote rules. One-half of the members of the Board shall constitute
a quorum of all Board meetings.
d. The Board shall meet at least six times per year at any of the meetings specified in
Article III unless otherwise specified by a majority vote of the Board.
e. Meetings:
i. At any meeting of the Board of Directors, a Board member may request
that the Board retire to Executive Session.
ii. Participation in Executive Session shall be limited to Board of Directors
members.
f. In the event that any member of the Board is unable to serve, his/her resignation
shall be accepted by the Board of Directors, which then shall approve a person to
fill the unexpired term.
g. In the event no qualified person chooses to run for election to the Board of
Directors, the Board will appoint a member to the open position at its January
meeting.
h. Out of Region meetings:
i. It is suggested that each year one of the elected officials shall attend the
national convention of the SCCA.
ii. It is suggested that each year one of the elected officials shall attend the Great
Lakes Division meeting.
iii. The region may subsidize the expenses of the officials attending the national
convention of the SCCA and/or the Great Lakes Division meeting up to $1.00
per member. Additional expenses may be approved by a vote of the Board of
Directors.
ARTICLE VI- COMMITTEES, CHAIRS, OR CHIEFS
A. APPOINTMENT OF COMMITTEES, CHAIRS, OR CHIEFS: The Board of
Directors shall appoint such individuals as it finds desirable, from time to time, and
shall outline the duties and responsibilities of such committees. All reports or action
taken by a committee, chair, or chief may be reviewed at any meeting. No financial
commitments or legal agreements may be made without approval of the Board of
Directors and require the signature of a designated Board of Directors member.
ARTICLE VII - FISCAL YEAR
A. FISCAL YEAR: The fiscal year of the Corporation shall begin on the first day of
January in each year and shall end on the last day of December following.
ARTICLE VIII- AMENDMENT OF INCORPORATION AND BY-LAWS
A. AMENDMENT: The Board of Directors of the Corporation, or ten percent (10%) of
the active Primary members in good standing, may propose an amendment, alteration,
or repeal of the Articles of Incorporation or the By-Laws, by written petitions
submitted to the Recording Secretary. Upon such proposal being made, a copy thereof
shall be emailed or mailed to all Primary members in good standing, with a ballot
upon which Primary members may vote for or against said proposal. If two-thirds of
the Primary members voting, vote in favor of the proposal, amendment, alteration, or
repeal, it shall thereby be approved and adopted.