AUSTIN HEALEY CLUB OF SAN DIEGO
That the parties ratifying these By-Laws, desiring to become a Club in accordance with the laws of the State of California, and to obtain the rights and benefits conferred upon such organizations do hereby associate themselves together and unite and form a club, and do make and enter into the following By-Laws, the term whereof it is agreed shall be equally obligatory upon the parities initially forming the Club and upon all those who become members at a later time.
The name of the Club shall be: AUSTIN HEALEY CLUB of SAN DIEGO hereafter referred to as the Club in this document.
The mailing address of the Club shall be determined by the Board of Officers. Currently, it is: P.O. Box 17101, San Diego, California 92177-7101.
Membership in the Club shall be available to persons owning an Austin Healey, Jensen Healey, or any other Healey-named vehicle, or professing an interest in the purpose of the Club but not to exceed thirty percent (30%) of the total membership. Enforcement of this By-Law shall be at the discretion of a majority vote of the Board of Officers.
The purpose for which the Club is organized is the maintenance and preservation of the Austin Healey 100, 3000, and Sprite series automobile, the Jensen Healey automobile, rendering assistance to other Healey owners, and the companionship of those with like interests. The purpose of the Club shall be achieved by cooperation of members, sharing of information, instruction, group meetings and events.
Members shall be assessed dues as determined by the Board of Officers, stated in the budget, and approved by the membership. Dues are payable in advance and pro-rated on a monthly basis. General Membership entitles a member to ONE vote pursuant to Paragraph XI of these By-Laws and ONE copy of the Club newsletter per issue.
The officers of the Club shall be: listed in their order of precedence President, Vice-President, Secretary, Treasurer, Newsletter Editor, Chairperson(s) of Activities Committee and any other officers deemed necessary for Club operation. The duties of the officers are as follow:
PRESIDENT: The President shall be the senior officer of the Club and shall preside at all meetings at which (s)he is present. The President shall be the chief executive officer of the Club and shall exercise general supervision and direction over the management and conduct of the business and affairs of the Club.
VICE-PRESIDENT: The Vice-President shall assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Vice-President shall serve as chairman of the Election Committee. (S)he shall be responsible for membership recruitment, Club rosters, and maintaining other data and information pertaining to the Club members, past and present. The Vice-President shall have other duties as may be assigned by the President or required to be exercised under the provisions of these By-Laws.
SECRETARY: The Secretary shall keep the minutes of all formal meetings of the Club such as the General Membership meeting and the Board of Officers meeting. A copy of the General Membership meeting minutes shall be printed in the monthly newsletter. The Secretary shall be responsible for all records and correspondence of the Club not delegated to other club officers. In the absence of the Secretary, the President shall appoint a Secretary Pro-Tem who shall perform the duties of the Secretary for the period specified. The Secretary shall perform all other duties as may be assigned by the President or required to be exercised under the provisions of these By-Laws.
TREASURER: The Treasurer shall keep the financial records and accounts of the Club in a thorough and proper manner and render statements of the same to the members at each general meeting. The Treasurer shall have custody of all funds subject to the provisions of paragraph IX of these By-Laws. In the absence of the Treasurer, the President shall appoint a Treasurer Pro-Tem who shall perform the duties of the Treasurer for the period specified. The Treasurer shall perform all other duties as may be assigned by the President or required to be exercised under the provisions of these By-Laws.
The financial records of the Club shall be audited by the Board of Officers prior to the installation of a new Treasurer.
NEWSLETTER EDITOR: The Newsletter Editor is responsible for composing, printing, and distributing the Club newsletter, Healey Hearsay. The newsletter will be published monthly and will contain a schedule of upcoming events, descriptions of past activities, and other news of interest to club members. The newsletter shall be accessible to all members who wish to exchange information on parts, services, or other matters. The Editor shall incorporate additional information as requested by the Board of Officers or members.
ACTIVITIES COMMITTEE CHAIRPERSON(S): The Chairpersons of the Activities Committee is/are responsible for the formulation, planning, scheduling, and execution of the Club’s activities subject to the approval of the Board of Officers. The Activities Chairpersons may seek the assistance of individual members in the planning and execution of specific activities.
SPECIAL COMMITTEES: Special committees may be appointed by the President for specific functions or events. The special committee shall be automatically dissolved upon completion of the function or event.
TERM OF OFFICE: The term of office for all elected club officers shall be for one calendar year. Annual elections shall be held in November and the newly elected officers shall take office at the January General Meeting and serve until the January General Meeting of the following year.
IMPEACHMENT OF OFFICERS: All election
s and impeachment
proceedings shall be held at General Membership Meetings following 30-day
notice in the club newsletter. All officers shall be elected by a simple
majority of the members present at the election. Two-thirds of members present
at the proceedings must vote in favor of impeachment to remove an elected
person from office.
VACANCIES IN OFFICES: A vacancy for any reason, and in any office except the Presidency, will be filled as a Temporary Appointment by the Board of Officers within thirty (30) days of said vacancy. The Temporary Appointment will be announced in the next issue of the Club newsletter. Club members shall vote on the Temporary Appointment at the next General Membership Meeting that provides a thirty (30) day notice of the appointment. The Temporary Appointment will become permanent to complete the unexpired term of an officer when members approve the appointment.
Failure of a vote to approve the appointment by simple majority of members present at the meeting will require the President to call for an election within sixty (60) days to fill the office. The Temporary Appointee will continue to serve in the office until replaced by the elected officer. Transfer of office will be effective immediately after the election.
ELECTION COMMITTEE: An Election Committee will be formed to conduct all annual elections, elections to fill vacancies in offices, and elections to replace Temporary Appointments that fail to win an approval by the membership.
The Election Committee will be responsible for the overall conduct of any election for which it is appointed. The committee will be guided in the performance of its duties by these By-Laws.
ELECTION COMMITTEE FORMATION: When an election is required, the President will inform all members through the club newsletter that an Election Committee is to be formed. At the next General Membership Meeting, the names of all members who volunteer to serve will be placed in a hat and the first four names drawn will make up the Election Committee with the Vice President serving as Chairperson. The Election Committee will consist of three to five members. If the required minimum of three members cannot be filled by volunteers, the Board of Officers will fill the needed vacancies by a simple majority vote of the Board.
ELECTION COMMITTEE DUTIES: The Election Committee Chairperson shall be responsible for its overall performance and operation.
The Pre-election duties of the Election Committee are to insure that ALL members are notified of the following:
(1) The time, date, and place of election
(2) The offices to be filled
(3) The members’ opportunities to seek any and all offices
(4) The election procedures to be used.
The Election Committee will compile a list of names of members seeking offices, make up ballots, and plan the election.
ELECTION PROCEDURES: At the appropriate time for an election, the President will relinquish the chair to the Election Committee Chairperson who will then direct the election activities.
The election of officers will be in the following order:
(5) Newsletter Editor
(6) Activities Committee Chairperson(s).
The voting procedure will be as follows for each office:
(1) Verify all eligible voters
(2) Announce the position to be filled.
(3) Introduce the candidates running for that position.
(4) Ask for nominations from the floor.
(5) Distribute ballots to eligible voters.
(6) Repeat candidates’ names and ask members to vote for their choice.
(7) Collect ballots by two or more members of the Committee.
(8) Count ballots by two or more members of the Committee.
(9) Announce the winner. Each office will be voted on ONLY after the announcement of the previous winner. Vote counts will not be made public.
(10) Place all ballots in a sealed envelope after each election. Initial the envelopes (by two or more members of the Committee.) The Election Committee Chairperson shall deliver the envelope of ballots to the Board of Officers at the next Board meeting. If the election is not contested, the envelopes will be destroyed.
General Meetings of the Club shall be held on the second Wednesday of each month or when otherwise designated by the Board of Officers to conduct the Club’s business. General Meeting locations shall be arranged by the President and announced in the monthly Club Newsletter. Additional General Meetings may be called by the President as needed to transact Club business provided such meetings are announced in the newsletter.
A simple majority vote by those members present at a General Membership Meeting in favor of an expenditure in excess of Two Hundred Dollars ($200.00) per non-budgeted transaction is sufficient to authorize it. Expenditures needed to conduct the routine business of the Club of less than this amount may be authorized by any two elected officers. Authorization is required for an expenditure by an individual on behalf of the Club and receipts are required for reimbursement.
A simple majority vote by those members present at a
General Membership Meeting is sufficient to authorize the conduct of business
not involving changes to the By-Laws. Changes and amendments to the By-Laws
require the concurrence of two-thirds of the members present and voting at a
General Membership Meeting. Club
business may be authorized at meetings other than General Membership Meetings
subject to the limitations of Sections VII, IX, and X provided that at least
one-third of the registered members are present.
One vote is due each membership in good standing with current dues paid. It is recognized that each membership can include more than one individual as desired by the parties, i.e. husband and wife. In such cases, either individual may cast a vote when only one is present; or, if both are present, each may be polled individually and if they disagree, their votes cancel each other out.