AUDI CLUB NORTH AMERICA, CAROLINAS CHAPTER BYLAWS

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. ACNA members who live outside the Carolinas can opt in to become
Audi Club North America, Carolinas members.
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. Quarterly Meetings. There shall be a quarterly open meeting on a date
set by the Board of Directors in each quarter for receiving the annual reports
of officers, directors, and committees, and the transaction of other business.
The meetings may be virtual as 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 50 members of the Chapter. 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 either in the county
where the current Chapter office is located or virtually as determined by the
Board of Directors. 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 30 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. The Board of Directors of this Chapter shall consist of at least
five persons. Each Area Director shall be a member of the Board of  Directors.
Area Directors are nominated and approved by a majority vote of
the Board of Directors. Additional Board of Director Members include the
Vice President of Administration, Chapter President and two At-Large
Directors each of which is elected by the voting Chapter members.
6.2. Term. The President, Vice President of Administration and each director
of this organization shall serve a term of not more than three 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, President and Vice President of
Administration shall be filled by a vote of the majority of the directors then
in office. Individuals voted in due to a vacancy shall automatically serve for
the remaining original term of the vacating President, Vice President of
Administration or elected Board Member only, after which they may be
nominated and approved by a majority of the Board members for an
additional term..
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 approve the Vice President of Administration and Standing
Committee Chairs. The Board of Directors may also appoint and direct
agents, grant general or limited authority to officers, employees and agents
of the Chapter, 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, 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 5.1 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 will 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. He/she is a member of the Board of Directors. 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 be responsible for the
timely filing of required federal, state and local tax returns and present a
report of the organization’s financial transactions and status to the Board of
Directors at its annual meeting.
7.4 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. Each Area
Director serves on the Board of Directors and may also Chair Standing
Committees
7.5. 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:
Marketing – Marketing committee shall be responsible for developing
the Chapter products, positioning those products and marketing the
products. They will also develop the Chapter membership growth and
retention program and coordinate the sponsor and dealer relationship
program through each of the Area Directors.
Events 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. They shall work with the Area
Directors to coordinate and assist with their programs. They shall
develop and recommend to the Board charitable organizations with
which to partner.
Driver Education 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.
IT & Social Media – 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. They shall also assist the Vice Presidents and
Board communicate events and other information to the membership.
8.2. 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.
8.3. 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 Chapter President and At-Large
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.
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
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 or 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.

CERTIFICATION

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 October 3, 2020.
_____________________
Dale Whitney
Chapter President