AUDI CLUB NORTH AMERICA, CAROLINAS CHAPTER
ARTICLE I. Name.
1.1 Name. The name of the organization shall be the Audi Club North America, Carolinas Chapter. The registered office of this organization shall
be located and the records of this organization shall be kept at such place as shall be determined from time to time by the Board.
ARTICLE II. Powers and Purpose.
2.1. Powers. This organization is organized exclusively as a not-for-profit organization under section 501(c)(3) of the Internal Revenue Code.
2.2. Purpose. The purpose of the Audi Club North America, Carolinas Chapter is to enhance the Audi ownership experience for our members by offering:
- professionally organized and managed events highlighting Audi vehicles
- teaching driver/safety education
- service/maintenance guidance
- social activities promoting camaraderie
ARTICLE III. Definitions.
As used in these Bylaws, unless the context otherwise requires, the term:
“Club” or “Chapter” means Carolinas Audi Club
“ACNA” and “National” means Audi Club North America.
“Meeting” means, except for annual meeting, a face-to-face meeting or a meeting by conference phone call or consensus by email of the trustees.
“Board” means the Board of Directors.
“Member” means Active Member (unless otherwise specified) who are owners, lessees, or co-owners of Audi automobiles who are 18 years of age or older and are members in good standing at Audi Club North America. If an Active Member no longer owns, leases or co-owns an Audi automobile, he/she shall become an Associate Member.
“Committee” means a group of members empowered by these Bylaws or by the Board for a specific responsibility.
“Audi automobile” shall mean an automobile manufactured by Audi AG or its subsidiaries.
“Family Member” shall mean a person 18 years of age or older who resides in the same house as an Active Member and is designated as a family member by an Active Member.
“Associate Member” shall mean a person 18 years or older who does not own, lease, or co-own an Audi automobile, but has an interest in Audi automobiles.
“Term” means the specific period of time that a member will fulfill a position with the club. Term cycles start at the beginning of the calendar year – i.e. January 1st. Term cycles end at the end of a calendar year – i.e. December 31st.
ARTICLE IV. Memberships, Dues and Duties.
4.1. Membership. Membership in the Audi Club North America, Carolinas Chapter shall be as defined in the bylaws of the Audi Club North America and subject to the policies of the Audi Club North America. Any member of ACNA residing in North or South Carolina, is automatically a member of the chapter.
4.2. Active Members. As defined above may be superseded by definition changes at ACNA. Active members can vote and hold elective office within the club.
4.3. Family Members. As defined above may be superseded by definition changes at ACNA. Family members may vote or hold elective office within the club.
4.4. Associate Members. As defined above may be superseded by definition changes at ACNA. Privileges to comply with ACNA bylaws.
4.5. Membership Year. As defined by ACNA.
4.6. Suspension and Expulsion. The Board by a 2/3 vote may request that ACNA suspend a member for infractions of the ACNA rules, or for action adverse to the general objectives or best interest of the ACNA.
ARTICLE V. Meetings and Communication.
5.1. Meeting Place and Notice. Meetings shall be held at such locations as are determined from time to time by the Board of Directors. The Board of Directors shall hold regular meetings at a date and time to be set by the Board. A seventy-two hour notice must be given for all board meetings, stating the location and time of the meeting.
5.2. Monthly Meetings. There shall be a monthly open meeting on a date set by the Board of Directors in each month for receiving the annual reports of officers, directors, and committees, and the transaction of other business. The place of meeting shall be designated by the Board of Directors and published on the chapter website at : http://www.audiclubcarolinas.org
5.3. Special Meetings. Special meetings of the members of this organization may be called at any time by the President, Board of Directors, or upon written request from at least 25 members or 5% of the membership of the Chapter, whichever is less. Anyone entitled to call a special meeting of the members may make written request to the President to call the meeting, setting forth time and purpose thereof, to be held no later than 90 days after receiving the request. If a special meeting is demanded by the members, the meeting shall be held in the county where the current Chapter office is located. If the Secretary fails to give notice of the special meeting within 30 days from the date on which the request is received by the President, the member(s) who requested the meeting may fix the time and place of the meeting and give notice thereof at least 30 days in advance of the special meeting date. The business transacted at the special meeting is limited to the purposes stated in the notice of the meeting.
5.4. Proxy Voting. The notice of any type of meeting at which members may vote by proxy shall so inform the members and shall describe the procedure for appointing proxies.
5.5. Voting Quorum. At all types of meetings of the members, each active member shall be entitled to cast one vote on any question coming before the meeting. Members may vote by proxy. Cumulative voting shall not be permitted. The presence of 15 members in person or by proxy shall constitute a quorum of any meeting thereof. The members present and entitled to vote at any meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members present and entitled to vote at any meeting at which a quorum is present shall be sufficient to transact any business. When any meeting of the members is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which the adjournment takes place.
5.6. Communication. E-mail to a pre-defined distribution list will constitute the primary means of communication for members of the Board of Directors as well as officers and / or committee members of the Chapter. All communication shall be preserved so that historical record may be had by subsequent Boards of Directors. A public e-mail distribution list shall be made available for member communication by all members of the Board of Directors per policy.
ARTICLE VI. Directors.
6.1. Number and Method of Election. The Board of Directors of this Chapter shall consist of at least five persons. Each Board Director of this organization shall be elected by eligible voting Chapter members. Officers will be elected by the Board.
6.2. Term. Each director of this organization shall be elected to serve a term of not more than two consecutive three-year terms. Directors shall hold office for the term for which he or she was elected until the end of their term as defined in Article III. Any vacancies occurring in the Board of Directors shall be filled by a vote of the majority of the directors then in office. Individuals voted onto the Board of Directors due to a vacancy shall automatically serve for the remaining original term of the vacating board member and no longer, unless elected to do so at the start of a new term as specified in article 5.1.
6.3. Management of Affairs of Organization. The property, affairs, activities, and concerns of the organization shall be managed by the Board of Directors, which, without limiting the scope of the foregoing, shall have the power to appoint the officers of the Chapter, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Chapter, to make, execute and deliver contracts and other instruments and documents in the name of and on behalf of the Chapter. In addition, the Board of Directors may exercise all the powers of the Chapter and do all lawful acts and things which are not reserved to the members, by law, or the bylaws of the Chapter. The Board of Directors shall interpret the bylaws.
6.4. Quorum. At every meeting of the Board of Directors for which notice was given in accordance with article 4.1, above, the presence of the majority of the Board of Directors shall constitute a quorum. Only those votes of a majority of the Directors present at any such meeting, preceded by notice as specified in article 4.1 above and at which a quorum is present, shall be an act of the Board of Directors. In the absence of a quorum, the President may adjourn any meeting from time to time until a quorum is present.
6.5. Presiding Officer. The Chapter President shall preside at all meetings of the Board of Directors. In the absence of the Chapter President, the Vice President of Administration shall preside. In the absence of both, a temporary chair may be chosen by the members of the Board of Directors present. In the absence of the Vice President of Administration a temporary recording secretary shall be appointed by the chair of the meeting.
6.6. Resignation. Any director may resign at any time either by oral tender of resignation at any meeting of the Board of Directors or by such tender to the Chapter President, or by giving written notice thereof to the President. Any resignation shall be effective immediately unless a date is specified for it to take effect. Resignation of a director is effective the date of notification to the Chapter President.
ARTICLE VII. Officers.
7.1. Officers and Tenure. The officers of this Chapter shall be as set forth in these Bylaws and such additional officers as the Board of Directors may from time to time designate. Officers shall be nominated and elected by the Board of Directors to serve for a term of one year up to three consecutive terms or until their successors are chosen. Any officer may at any time be removed by the Board of Directors with or without cause by a majority vote of the Board. No person may hold more than one office at the same time.
7.2. Chapter President. The Chapter President shall be the chief executive officer of this Chapter and shall be responsible for the general supervision, direction and management of the affairs of the Chapter. The Chapter President may execute on behalf of this organization all contracts, deeds, conveyances, and other instruments, which may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this organization. The Chapter President shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all standing committees of the Board. In the event of a tie vote by the Board of Directors, the Chapter President will cast the deciding vote.
7.3. Vice President of Administration. The Vice President of Administration shall assist and/or perform the duties of the President in the latter’s absence or disability. Actions taken by the Vice President of Administration on behalf of the Chapter, whenever the Chapter President is unable to serve, shall have the same force and effect as if they were executed by the Chapter President. The Vice President of Administration shall keep accurate minutes of all meetings of the Board of Directors and shall be the custodian of the records, documents and papers of this Chapter. He/she shall supervise the safe keeping of all Chapter records and be responsible for maintaining accurate financial records for this Chapter and safeguarding of Chapter assets. He/she shall present a report of the organization’s financial transactions and status to the Board of Directors at its annual meeting. He/she shall be responsible for the timely filing of required federal, state and local tax returns.
7.4. Vice President of Driver Education. The Vice President of Driver Education shall be responsible for the development of Chapter Driver Education Programs which includes but is not limited to developing and training instructors, developing and running Driver Education Programs including teen driving programs, classroom education, member on track events and autocross events.
7.5. Vice President of IT. The Vice President of IT shall be responsible for the development and maintenance of online media assets such as the Chapter website, Facebook, online registration, broadcast email, surveys, additional social media and any other tools that can help the members within the chapter communicate. He/she shall also assist the Vice Presidents and Area Directors communicate events and other information to the membership.
7.6. Vice President of Marketing. The Vice President of Marketing shall be responsible for developing the Chapter products, positioning those products and marketing the products. He/she will also develop the Chapter membership growth and retention program and coordinate the sponsor and dealer relationship program through each of the Area Directors.
7.7. Vice President of Social and Charity. The Vice President of Social and Charity shall be responsible for the creation of the overall Chapter program of social events. These events may include meetings, drive and dines, one day and overnight tours, track viewing events, show and shines, holiday parties, new vehicle releases, participation of the Chapter in outside events and any other Audi related events in which Chapter members wish to participate. He/she shall work with the Area Directors to coordinate and assist with their programs. The Vice President of Social and Charity shall
develop and recommend to the Board charitable organizations with which to partner.
7.8. Additional Powers. Any officer of this Chapter, in addition to the powers conferred upon them by these Bylaws, shall have such powers and perform such additional duties as may be prescribed by the Board of Directors.
ARTICLE VIII. Committees.
8.1. Standing Committees, Committees, and Chairs. The Board of Directors may appoint such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted or delegated to it from time to time by the Board of Directors. Committee members need not be directors of the Club. Standing Committees must be filled. Non-Standing Committees are filled at the discretion of the Board. Committee Chairs are confirmed by the Board of Directors. Current standing committees are:
- Membership – lead by Vice President of Marketing
- Events – lead by Vice President of Social and Charity
- Election – lead by Vice-President of Administration
- Driver Education – lead by the Vice President of Driver Education
8.2 Area Directors. Area Directors are non-elected volunteer positions approved by the Board of Directors. Area Directors may be removed by a majority vote of the Board. Area Directors are responsible for planning, coordinating and reporting local area meetings and events. They shall work to build and retain membership in their areas and develop and nurture relationships between the Chapter and Dealers and Sponsors. Area Directors may also serve on the Chapter Board of Directors and Chair Standing Committees.
8.3. Refund and Waiver of Event Fees. Members of committees organizing and running Chapter events may have event fees refunded when deemed appropriate by a majority of the Board of Directors, subject to the following conditions: A) In no instance shall refunds be issued when event costs have not been met in full; B) In no instance shall refunds to individuals exceed fees paid by that individual; and C) In no instance shall the sum of refunds exceed actual event profits. In no instance shall fee requirements for committee members be waived prior to events.
8.4. Meetings and Voting. Meetings of any committee may be held at such time and place as are announced by the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the Chapter President, on at least two days’ oral notice by telephone, email, online notification via Facebook page and posting on Chapter website. The presence of a majority of the membership of any committee shall constitute a quorum at any meeting. A majority vote of the members of a committee shall be sufficient for the transaction of the business of such committee. Committee actions are not binding until approved by the Board of Directors.
ARTICLE IX. Election of Directors.
9.1. Election Committee. The Board of Directors will task the election committee to nominate candidates for Officers and Directors. The Vice-President of Administration will chair this committee. All nominees must be members in good standing for at least eighteen months prior to the nomination cutoff date. The national ACNA office will assist in determining each nominee is a member in good standing prior to posting nominee candidates. Prior to voting, the list of nominated candidates, with biographies, shall be posted on the club website. The first term nominations will be for 5 director nominees. The top 3 nominees by vote will serve 3 year terms and the 2 nominees receiving the least number of votes will serve 2 year terms. At the end of the initial 2 year terms, the Election Committee will nominate candidates to fill the 2 upcoming director vacancies. Once elected these directors will serve 3 year terms. All subsequent director elections will be for 3 year terms.
9.2 Conducting the Election. Voting shall take place by paper via simple forms available on the Chapter website or by electronic means, if available, on the Chapter website as determined by a majority vote of the Election Committee. Voting members will be required to submit their ACNA member identification number together with their vote for their vote to be counted.
9.3. Results of Election. A non-interested third party will determine if each voting member was a member in good standing at the date of the election, count the correctly cast ballots and present the results to the Board. Within twenty-four hours of certification by the Board of Directors, the Vice President of Administration shall notify each person of their election within 3 days of the close of election. There will be a 5-day window after results are announced to file a contest with the Board of Directors regarding election results. The Chapter will maintain the documentation of the election for a period of one year after the election date. It may be examined by any active member at the principal office of the Chapter. The results of the election will be posted on the Chapter website.
ARTICLE X. Indemnification.
10.1. Indemnification of Officers and Directors. To the full extent permitted by any applicable law, this organization shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, or administrative claim, litigation, arbitration or investigative proceeding including a proceeding by or in the right of this Chapter, by reason of the present or former capacity of such person as
(a) a director, officer, employee or member of a committee of this organization, or
(b) a director, officer, partner, trustee, employee, or agent of another organization who while a director, officer, or employee of this organization, is or was serving the other organization at the request of this organization whose duties as a director, officer or employee of this organization involve or involved such service to the other organization, against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable attorneys’ fees and disbursements, incurred by the person in connection with the proceeding.
Indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or committee member, shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section. Any indemnification realized other than under this section shall apply as a credit against any indemnification provided under this section.
10.2. Insurance. This organization may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or member of a committee of this organization against any liability asserted against such person and incurred by such person in any such capacity.
ARTICLE XI. Miscellaneous.
11.1. Fiscal Year. The fiscal year of this Chapter shall begin on January 1 and end on the succeeding December 31.
11.2. Electronic Communications. A member, director or committee member may participate in a meeting by any means of communication by which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by electronic means constitutes presence in person at the meeting. A conference among members, directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the members, Board of Directors, or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
11.3. Authority to Borrow, Encumber Assets. No director, officer, agent or employee of this Chapter shall have any power or authority to borrow money, execute an operating or capital lease on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of such purposes and may be general or limited to specific instances.
11.4. Deposit of Funds. All funds of this organization shall be deposited from time to time to the credit of this organization in federally insured banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors.
11.5. Use of Funds. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3j) of the Internal Revenue Code, or Corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(o)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
11.6. The Chapter shall keep all funds in an FDIC insured account. All disbursements from said account must have the signature of both the Chapter President and Vice President of Administration.
11.7. Reimbursements. All purchases and expenditures made on the Chapter’s behalf by agents of the Chapter or Board of Directors must be pre-approved by a vote of the Board of Directors, either on a per-instance basis or as part of an approved event budget. Reimbursements of costs shall only be made for those approved expenses for which actual receipts can be produced and provided.
11.8. Gifts & Bestowals. Any gifts, perks, benefits, or other bestowals made upon members of the Board of Directors by Chapter or event sponsors must immediately be made public to the Board of Directors by the recipient of such favors. All such perks should be made available to Chapter members, when practical, either through auction, raffle, or promotional giveaway, with proceeds to benefit Chapter funds. Any alternative distribution of gifts, perks, favors or other bestowals shall proceed only with majority vote of the Board of Directors.
11.9. Charity Sponsorship. The Board of Directors may select an appropriate local charity for partnership. Once chosen, an event (or events) may be planned that offer community service, support, charitable donations for the selected charity.
11.10. Rules of Conduct. Board members must recognize that they will serve as representatives of the Chapter and must act accordingly, by refraining from inflammatory or derogatory speech or writing in any public venue including online. Failure to abide by the rules of conduct may result in expulsion from the Board with a majority vote of the Board of Directors.
11.11. Attendance. Barring emergencies, all Board and committee members shall arrive on time as scheduled for events and meetings. In the event of absence due to emergency, Board and committee members shall notify the Chapter President or Committee Chair at the first opportunity. In the event that Board or committee members are unable to attend or arrive promptly for a meeting or event, for non-emergency reasons, notice should be given as far in advance as possible.
11.12. Exclusivity of Sponsorships. No sponsorships shall be exclusive to one vendor, manufacturer, business, or dealership to the exclusion of any other vendor, manufacturer, business, or dealership.
11.13. Dissolution. Upon the dissolution of the organization, assets shall be returned to ACNA or distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE XII. Amendment of Bylaws.
12.1. Majority Vote. These Bylaws may be amended by a majority of the votes cast in a referendum of the active members, in a manner as directed by the Board of Directors.
12.2. Proposed Amendments. The Board of Directors or a consortium constituting at least 50 active members of the membership, may propose amendments to these Bylaws. Amendments must be approved by the ACNA Board of Directors prior to voting.
12.3. Ballots. Votes for or against a proposed amendment to these Bylaws shall be cast in a manner approved by the Board of Directors and must be dated by the member, with the member’s name and membership number. Votes shall be submitted electronically via simple web forms and must be received no later than the date set forth in the notice of referendum. Votes not executed and presented in accordance with the above shall not be counted.
12.4. Tabulation of Votes. A non-interested third party shall tabulate the votes cast in the referendum within 7 days of the due date and certify the results to the Board.
12.5. Notice of Vote or Referendum Results. The Secretary shall publish the results of the referendum. The results will be posted on the Chapter website.
I, _________Dale Whitney______________________________, do hereby certify that I am the duly elected, qualified or acting Chapter President for the Audi Car Club of North America, Carolinas Chapter, and that the foregoing is a true and correct copy of the bylaws adopted by the Board of Directors on __September 1_, 2015.
Chapter President Signature