VW CLUB OF OKLAHOMA BY-LAWS
September 11, 2020 Revision
Article I. NAME AND LOGO
The Club logo shall be a blue circular sunburst with’ VW’ in the middle, ‘CLUB OF’ on top rocker and ‘OKLAHOMA’ on the bottom rocker.
Article II. PURPOSE AND OBJECTIVES
Section 1. The VW CLUB OF OKLAHOMA (“The Club”) is a not-for-profit hobby Club, comprised of individual Members with a common interest in Volkswagen and related vehicles. The Club will carry on social activities, rallies, tours, and other non-speed events at which Members of the Club are entitled to participate.
Section 2. The Club may sponsor at least one car show each year. The purpose of this show
is to raise funds for charitable purposes.
Section 3. Not for Profit Status
a. The Club is a not for profit organization and is irrevocably dedicated to charitable purposes and no part of the net include or assets of this Club shall ever inure to, or cause profit to, the benefit of any Officer, Director, or Member thereof or to the benefit of any private persons.
b. The Club shall be allowed a reasonable amount in its treasury for operating expenses and other Club activities. This Club reserves the right to have and acquire sponsors for support of all its events and activities.
c. Officers, Committee Directors and volunteer duties are on a VOLUNTARY basis and are not monetarily compensated for by the Club.
d. The by-laws will be periodically reviewed and updated by Club Officers and will be available to the entire Club Membership at any time.
Article III. MEMBERSHIP
Section 1. Membership – Membership is free and all members may participate in all Club activities
Section 2. Spouses or partners, may participate in all Club activities.
Section 3. All Members must complete and submit a Club Membership Application.
The Club Membership Application is an addendum to the By-Laws.
Section 4. Members may volunteer to serve on the Club Board of Directors.
Section 5. Membership is automatically renewed each year unless otherwise requested by the member.
Article IV. DUTY OF OBEDIENCE
Section 1. A board member must be faithful to the organization’s mission He or she cannot act in a way that is inconsistent with the organization’s Purpose and Objectives. The public trust the board to manage donated funds to fulfill the organization’s mission. A board member must never use information gained through his/her position for personal gain and must always act in the best interests of the organization. Board members must avoid conflicts of interest or the appearance of conflicts. No Board member shall be eligible to enter their vehicles for judged car show registration or in any Club sponsored raffles.
Article V. CLUB RULES
Section 1. All Members are bound by the terms of these by-laws.
Section 2. Members will conduct themselves in a reasonable and orderly manner at any Meeting, activity, or event representing the Club or conducting Club Business. Discussions related to non-Club related subjects, such as religion and politics are discouraged. Members will treat everyone with acceptance, and respect at all times.
Section 3. Members will comply with all federal, state, and municipal and motor vehicle laws and/or ordinances when traveling to or from Club activity, participating in, or attending any Club activity, event, or gathering. In cases of private property where motor vehicle laws do not apply, Members shall operate their vehicles in a safe, controlled and acceptable manner as warranted by crowd and conditions or dictated by persons having responsibility for property.
Section 4. All funds received by the Club for Club Participation, etc. at any event shall be deposited in the Club Account. Exceptions may be made to when immediately distributed as prizes, raffles, or other Club sponsored promotional events.
Section 5. Members will respect and encourage other Club Members, their families, vehicles and all participants at Club activities to include non-Members.
Section 6. Suspension or expulsion must be accepted by a majority of the Members present at a regular monthly Club Board Meeting. Prior to any suspension or expulsion hearing, the person in question shall be notified by letter of the date, time and items to be considered at the intended hearing. Punishment may be appealed in writing by Member within ten (10) calendar days of notice of termination. Appeals will be reviewed and considered by all Club officers. Decision of appeal, if exercised, is final.
Section 7. Impeachment
Written notice of charges of misconduct in office charging an Officer of the Club shall be presented to the Club via email detailing such charges to the Club. An Officer so charged shall become suspended from office until a hearing is held and a vote taken by the Board. The hearing shall be held Via Email and a two thirds (2/3) vote of those voting, via email shall be required for removal from office.
Article VI. MEETINGS
Section 1. There shall be an official Club Board Meeting, which will be attended by the Officers and Committee Directors and the general membership at least once each month. The location, date, and time shall be decided by the Club President or Officers. There may be other Club gatherings as set by Club members and/or Club Officers.
Section 2. Committee Meetings may be held as often as necessary to conduct their Club Business.
Section 3. A majority of the Club Members present shall constitute a quorum. Voting is by Club Officers present at Monthly Board Meetings.
Section 4. The Club President or his/her designee shall preside over all Club Board Meetings. Club Officers present at each Meeting shall maintain order at the Meetings.
Section 5. Agenda for Club Business Meetings.
a. Call to order by President
b. Introduction and sign-in by all attendees
c. Approval/correction of the minutes of the previous Monthly Club Meeting
d. Approval of Treasurers report
e. Reading of correspondence
f. Committee reports
g. Old Club Business
h. New Club Business
i. Next Meeting Date, Time, & Location
j. Adjourn
Section 6. Special Meetings
Special Meetings may be called by the Officers at any time with at least 5 days’ notice with the time and place to be determined. Minutes at the Special Meetings will be kept and presented at the following official Club Board meeting.
Article VII. ELECTIONS
Section 1. The privilege of holding office as an Officer shall be limited to Members of the Club who attend at least 6 Board meetings in a single year and are otherwise in good standing.
Section 2. Nominations for Officers shall be held at the November Club Social Meeting.
Section 3. Election of Officers shall be held at the December Club Social Meeting.
Section 4. In the event an elected Officer or appointed Committee Director cannot fulfill their term of office, the Officers shall appoint an interim Officer or Director to fill that office until the next regular election.
Section 5. Officers and Committee Directors shall serve for the term of one year or until their successors are elected or appointed.
Section 6. The term of office for all Officers and Committee Directors shall be from January 1st to December 31st of the same year.
Article VIII. OFFICERS
Section 1. Officers of the Club shall be:
a. President
b. Vice-President
c. Secretary
d. Treasurer
e. Past Presidents
Section 2. Additional Officers may be added as the need occurs.
Article IX. DUTIES OF OFFICERS
Section 1. PRESIDENT
Make payments from the Club account as necessary and present a written statement of account at every Club Board Meeting of the Club, serves as Chairperson at all Meetings. Provides continuity and coordination to all functions. Facilitates Club Board Meetings so they will get accomplished in a timely fashion. Appoint Committee Directors and other committees as necessary and be an ex-officio Member of all committees. Coordinates the Officers, Committee Directors and Committees of the Club in order that the goals of the Club will be met. Help maintain order at all Club functions.
Section 2. VICE-PRESIDENT
To be aware of the duties of the President and to serve as Chairman of Meetings in the absence of the President. Help maintain order at all Club functions.
Section 3. SECRETARY
Shall record the minutes of the Club Board Meetings and Social Meetings, prepare copies of the minutes for distribution at the next Monthly Board Meeting, handle all Club correspondence, keep all records and issue the notice for election of Officers. Provide copies of the Club By-laws for all Members. Help maintain order at all Club functions.
Section 4. TREASURER
a. Authorized to make payments, deposit and keep the funds of the Club in a specified bank account, make payments from the Club account as necessary and present a written statement of accounting at every Club Monthly Board Meeting. Keep such permanent books of account and records as shall be sufficient to establish the items of gross income, receipts and disbursements of the Club, Such books of account and records shall at all reasonable times be open to inspection by an Officer of the Club. Help maintain order at all Club functions.
b. All moneys spent over the amount of $100.00 shall first be approved by a majority vote of the Officers. All expenditures shall have receipt.
c. Shall turn over to the Auditor all checking account ledgers, bank statements and any other pertinent documents necessary for the completion of an audit of the Club financial transactions and records. Audits may be requested by any Officer of the Club. The request will then go for a vote before all Officers and must be unanimously approved because of the financial costs associated with an audit.
d. Make an annual financial report to the Club which includes gross receipts and disbursements for the year.
e. Shall turn over to the Club appointed tax preparer all checking account ledgers, bank statements and any other pertinent documents necessary for the completion of any federal and state tax returns as required by federal and state governing laws.
Article X. COMMITTEE DIRECTORS
Section 1. Committee Directors of the Club shall be:
a. Membership Committee Director
b. Activities Committee Director
c. Car Show Committee Director
d. Advertising and Public Relations Committee Director
e. Safety Committee Director
Section 2. Additional Committee Directors may be added as the need occurs.
Article XI. DUTIES OF COMMITTEE DIRECTORS
Section 1. MEMBERSHIP COMMITTEE DIRECTOR
Appointed by the President. Keeps a complete list of current Membership and provide copies as needed for Club Members. Provide copies of the Club Membership Application to potential new Members. Collect new Member applications and submit them to the Membership Committee.
Section 2. ACTIVITIES COMMITTEE DIRECTOR
Appointed by the President. Be responsible for coordinating Club activities (i.e., Club runs and cruises, social gatherings, monthly Club gatherings, etc.)
Section 3. CAR SHOW COMMITTEE DIRECTOR
Appointed by the President. Be responsible for coordinating activities and other Committee Directors in order to produce any car show.
Section 4. ADVERTISING AND PUBLIC RELATIONS COMMITTEE DIRECTOR
Appointed by the President. Be responsible for coordinating with other Committee Directors to produce and implement all advertising and public relations activities including upkeep and regular maintenance of the Club website and social media accounts.
Section 5. SAFETY DIRECTOR
Appointed by the President. Ensure that any Club function is conducted in a safe manner.
ARTICLE XII. GENERAL DUTIES OF ALL OFFICERS AND COMMITTEE DIRECTORS
Section 1. During any specific activity or event that any Committee Director is conducting, a record of all activities and an accounting of all expenditures shall be kept in detail. When the activity or event is closed, a complete report shall be filed with the Club Treasurer, including an income and expense statement when appropriate. Those reports may be made available to the Officers at the monthly Club Board Meeting.
Section 2. Shall file a summary report of their activities at the end of the year. This information will be passed on to the next person holding that office so that they may have some material to operate from for the next term.
Section 3. Propose to the Club at a regularly scheduled monthly Board Meeting for consideration the engagement of outside professionals, i.e. tax preparers, legal counsel.
Section 4. Upon the expiration of the term of office or in case of resignation or termination, each Officer or Committee Director shall turn over to the President, within 5 days, all records, books and other material pertaining to the office and shall return to the Treasurer, within 5 days, all funds and materials belonging to the Club.
ARTICLE XIII. AUDITOR.
In the event an audit request has been submitted and approved by the Club Officers, an audit of the Club shall be ordered. The Auditor shall be appointed by a majority vote of Officers. The Auditor shall be responsible for conducting any official audits of the Club financial transactions and records. The office of Auditor shall be someone other than the Treasurer and preferably someone not currently holding an office on the Board of Directors and/or a Committee Director.
a. The Club financial books may be audited at any time for good cause.
Article XIV. BY-LAWS AMENDMENT PROCEDURE
Section 1. The Club President or Officers may at any time, call a By-Laws Amendment meeting for the purpose of changing or updating these by-laws. The proposed changes shall then be brought before the general Membership attending this meeting for majority approval. All Members attending the By-Laws Amendment meeting will vote for the proposed amendments to the by-laws.
Section 2. Any current Member or Members may propose an amendment to these By-Laws. They must provide a written petition with the proposed changes and have said petition signed by at least 30% of the current active Membership in order for the petition to be brought before the Club Officers for consideration. After evaluation and voting of by the Club Officers, the proposed amendment may be brought to the Members for consideration and vote. If the Club Officers veto the 30% petition, it must then be signed by at least 50% of the Members and may be brought before the Membership for consideration and vote without Club Officer consideration.
ARTICLE XV. CLUB PROPERTY
CLUB PROPERTY. All Club equipment, papers, pictures, records, email address, etc. shall remain the property of the Club will be inventoried annually. All Club Membership records shall be held confidential and accessible only to the Club Officers. Requests for said information must be made directly to a Club Officer and will not be released without approval of the Members involved.
Article XVI. INDEMNIFICATION
Section 1. Actions in the Best Interest of the VW Club of Oklahoma City has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a Committee Director, Club Officer, employee volunteer, or agent of the Corporation or is or was serving at the request of the Corporation as a Committee Director, Club Officer, partner, trustee, employee, volunteer or agent of another foundation, corporation, Club Business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, will not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Determination of Indemnification. Any indemnification under this article, (unless ordered by a court) will be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this article and on an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination will be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding; (ii) if such quorum is not obtainable, by a majority vote of a committee duly designated by the Board (in which designation all Board Members may participate) and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action; or (iii) by independent legal counsel, in a written opinion, selected by the Board or its committee in the manner described in the foregoing clauses (i) or (ii) or; if a quorum under clause (i) cannot be obtained and a committee under clause (ii) cannot be designated, by the Board (in which action all Board Members may participate). Notwithstanding the failure or refusal of the directors or counsel to make provision for indemnification, the indemnification will be made if a court of competent jurisdiction has made a determination that the Club Committee Director, Club Officer, employee or agent has a right to indemnification under this agreement in any specific case on the application of the director, officer, employer or agent.
Section 3. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in this article may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case on: (i) receipt of a written affirmation from the person seeking advancement of expenses of his or her good‑faith belief that he or she has met the standard of conduct of this Article; (ii) receipt of an undertaking by or on behalf of the person to repay amounts advanced if it is ultimately determined that he or she did not meet such standard of conduct; and (iii) a determination that the facts then known to those making the determination would not preclude indemnification. This determination will be made in the manner specified in Section b. of this article.
Section 4. Insurance. The Corporation has the power to purchase and maintain insurance on behalf of any person who is or was a Club Committee Director, Club Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Committee Director, Club Officer, employee or agent of another foundation, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her or the Corporation and incurred by him or her or the Corporation in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to implement the provisions of this Article.
ARTICLE XVII. DISSOLUTION
Section 1. In the event that two thirds (2/3) of the ballots cast in a mail vote determine that the Club should be dissolved, proper notification shall be given to the Secretary of State, State of Oklahoma, and other legal authorities.
Section 2. Residual assets shall be divided equally among all current Members. The division of assets shall be made by the then existing elected Officers of the Club with the approval of the Board of Directors.
Article XVIII.
These by-laws have been adopted by the Board of Directors of the VW Club of Oklahoma on February 1, 2018. Revised on September 11, 2020 to make the club name change only.
Addendum I Club Membership Application