Bylaws

Solihull Society Bylaws
Note: The current bylaws are under review and some changes will be proposed and voted on in an upcoming general club meeting.

—-
Solihull Society

BYLAWS
As Amended May 28, 2004

ARTICLE I
Name
1) This organization shall be known as the Solihull Society.
2) And shall be hereby referenced throughout this document as the “Club”.

ARTICLE II
Objectives
1) The Solihull Society is organized as a non-profit corporation under the laws of Colorado for the purpose of:

A. The enjoyment and sharing of goodwill and fellowship engendered by owning a Land Rover or other four-wheel drive vehicle and engaging in such social or other events as may be agreeable to the membership.
B. Providing social, educational, and recreational activities for its membership.
C. Participating in and supporting civic activities for the betterment of the community.
D. Providing guidance with regard to Tread Lightly principles.

ARTICLE III
Membership and Dues
1) Owners of off-highway vehicles are eligible for membership.
2) The total number of memberships shall not be limited. Each membership includes the immediate family, however, voting power is restricted to one (1) voting right per membership.
3) All members must conduct themselves in a respectable and orderly fashion whether in or out of Club activities. Any member disgracing himself in the public eye will be immediately subject to expulsion from the Club, subject to decisions by the Board of Directors.
4) There shall be no consumption of alcoholic beverages during the driving portion of any scheduled event.
5) There shall be no illegal behavior during any Club-sponsored activity.
6) Applicants for membership must be at least eighteen years of age (exceptions may be made by the decision of the Board of Directors), must hold a valid driver’s license, and must show a minimum of liability and property damage insurance coverage on their vehicles.
7) Dues for this organization shall be determined by the Board of Directors. Dues shall be payable in advance and shall be payable by January 31. Any member whose dues are three (3) months in arrears shall be dropped from the rolls of this organization. Nothing herein contained shall prevent a reinstatement of a delinquent member upon payment in full of the unpaid dues, together with a reinstatement fee of $20.00.
8) The Board of Directors may choose to define membership types.
9) Members shall immediately notify the Secretary upon a change of address, e-mail address, mailing address, or telephone number.
10) Resignations of any member shall be in writing and submitted to the Secretary.

ARTICLE IV
Meetings

1) Meetings of the membership of the Solihull Society shall be held every other month or at such time and places as may be designated by the Board of Directors.

A. Fifty-one percent (51%) of the voting membership shall constitute a quorum for a membership meeting.

2) Executive Committee meetings shall be held on opposite months as the regular membership meeting or at a frequency, time and places as may be designated by the Board of Directors.

A. Fifty-one percent (51%) of the voting Executive Committee shall constitute a quorum for an Executive Committee meeting.

ARTICLE V
Elected Officers

1) The elected officers of the Solihull Society shall consist of the President, Vice President, Secretary, Treasurer (the “Elected Officers”), and together shall be known as the Board of Directors. It shall be their duty to draw up an agenda for all Executive Committee and membership meetings. The Board of Directors along with the designated Committee Directors shall be known as the Executive Committee.

ARTICLE VI
Duties and Powers of Officers

1) The President shall preside over all membership and Executive Committee meetings and be present at all events when possible. He shall be the executive officer and shall have the duty to carry out the policies and decisions of the Board of Directors. He shall be without right to vote on the Board of Directors except in the event of a tie. He shall sign checks in the event the Treasurer is unavailable.
2) The Vice President shall, in the absence of the President, serve in that capacity. He shall also serve as a Parliamentarian and perform such other duties as may be assigned by the Board of Directors.
3) The Secretary shall keep and preserve all records and minutes of the meeting of the regular membership and the Board of Directors, shall keep a file system of membership and shall received and answer all general correspondence pertaining to the organization.
4) The Treasurer shall keep accurate and complete records of the funds and accounts of this organization and shall collect all dues and maintain a record thereof. He shall make only such disbursements from the funds of the organization as are directed by the Board of Directors and Article VII hereof.

ARTICLE VII
Expenditures and Finance

Section 1 – Expenditures and Authority to Incur Obligations and Indebtedness

1) All monies received from all sources shall immediately be turned over to the Treasurer to be deposited in the checking account of the Solihull Society.
2) No withdrawal from funds shall be made without the approval of the Board of Directors. Single expenditures in excess of one hundred dollars ($100.00) must have an approval of the majority of a voting quorum of the Executive Committee. All expenditures shall be made by check, and the item for which each check is drawn shall be designated on the face of reverse side thereof separately, stating the amount of each.
3) Only the Elected Officers or persons authorized by the Board of Directors to act on behalf of the Club shall incur any obligation 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 Elected Officer of the Club by reason of any such corporate obligations or liability.
4) No Elected Officer or any other person authorized by the Board of Directors to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club in excess of the sum of $25 without approval of a majority of the Executive Committee, except for expenses related to the Club’s official publications or other appropriate purposes determined by a majority of the Executive Committee to be for the benefit of the Club.

Section 2 – Unauthorized Obligations

1) No Elected Officer or any other person authorized to act on 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 Executive Committee or the Board of Directors approve the incurring of any such obligation or indebtedness.

Section 3 – Personal Liability for Unauthorized Obligation

1) 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 an ultra vires act. The person or persons responsible for such act or acts shall be personally liable, individually or collectively, to the Club in an amount equal to the obligations or indebtedness which the Club may be required to pay.

ARTICLE VIII
Committees and Delegates

1) Committees shall be designated by the Board of Directors. Each committee shall be assigned by the President to a Committee Director who shall be responsible for its activities and who, with the approval of the Board of Directors, may appoint committee members as required.
2) Delegates to the Colorado Association of Four Wheel Drive Clubs, Inc. (CA4WDCI) shall be appointed by the Executive Committee. These delegates will be considered Committee Directors.
3) Each Committee Director along with the Board of Directors shall constitute and be known as the Executive Committee.

ARTICLE IX
Election of Officers

1) The membership shall meet and elect officers for each election term at the annual Winter Holiday meeting or at such time or place as otherwise determined by the Board of Directors. Voting shall be in person only.
2) Each office term shall last no more that two years, and shall end on January 31. No officer shall serve in the same position for more than three consecutive terms.
3) Balloting for each office shall be in separate successive sequence and will be held by secret ballot. All ballots for offices must be counted and checked by three members other than the nominees.
4) A majority of votes cast from the members attending the annual Winter Holiday meeting or at such time or place as otherwise determined by the Board of Directors is necessary for the election to an office or position on the Board of Directors.
5) In the event of a vacancy in the office of Vice President, Secretary or Treasurer, an election shall be called to elect a successor. In the event of a vacancy on the Executive Committee, the Board of Directors shall elect a successor.

ARTICLE X
Recall

1) Any Elected Officer of the Solihull Society may be recalled by a majority vote of the entire membership.

ARTICLE XI
Rules and Procedure

1) Unless otherwise specified in the Articles of Incorporation, Robert’s Rules of Order Revised shall govern Parliamentary Procedure.

ARTICLE XII
Amendments

1) The Bylaws may be amended by a majority of the votes cast in a referendum of the membership.
2) The Secretary shall cause to be sent by mail, by electronic means or any combination thereof, to all active members a ballot and a copy or facsimile of the proposed amendments and their explanations. The ballot shall specify a final return date of not less than 30 days nor more than 45 days from the date of the initial mailing/notice.
3) In addition, the Executive Committee may investigate procedures for electronic voting on such referenda, giving due consideration to methods of voting which are reasonably secure, non-duplicative, and convenient, and which provide the essence of the ability to have the votes sent to and recorded by the Secretary. If the Executive Committee is satisfied that it has arrived at procedures that are efficacious and suitable for balloting, it may adopt electronic voting procedures that may supplement mailed balloting procedures, and that may supercede mailed voting procedures for members not objecting to voting by email or other electronic means.