By-laws of NAAC

CONSTITUTION AND BYLAWS OF THE AUDI CLUB NORTH AMERICA, NORTH ATLANTIC CHAPTER, INC.

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Article I. Name

1.1. Name. The name of the organization shall be the Audi Club North America, North Atlantic Chapter, Inc., doing business as the North Atlantic Audi Club (hereinafter “NAAC”). 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 of Directors. The official registered office and records location shall be in conformity with all controlling legal authorities.

1.2. Territory. The geographic region of the NAAC shall encompass the following four states: Maine, Massachusetts, New Hampshire and Rhode Island. The geographic region of NAAC may from time to time be specifically redefined by the Audi Club North America (hereinafter “ACNA”), after which time any ACNA member not included within the geographic region of the NAAC as defined herein may apply to the NAAC Board of Directors for foreign membership.

1.3. Definitions. An “Audi” automobile is defined as an automobile manufactured by Audi AG or its successor(s). Article II. Powers and Purpose

2.1. Powers. The NAAC is organized as a not-for-profit domestic corporation organized and governed by Chapter 292 of the New Hampshire Revised Statutes Annotated, and shall be entitled to all benefits, rights and privileges associated therewith in the transaction of all business necessary to further the general objectives of the NAAC, as set forth both herein and in the Charter of the ACNA. The NAAC subscribes to the general objectives of the ACNA and will abide by the Bylaws of the ACNA and comply with all the requirements pertaining to a 501(c)(3) organization as determined by the Internal Revenue Service.

2.2. Purpose. Insofar as permitted to corporations under Chapter 292 of the New Hampshire Revised Statutes Annotated, without profit, the purpose of the NAAC shall be to enhance the Audi ownership experience for our members by teaching driver/safety education and may provide technical care/maintenance tips, product information, parts and service discounts as ACNA and NAAC can make them available to its members, and to provide camaraderie through regional/national activities and events.

2.3. Adoption by Reference. Adopted by reference herein are the Articles of Agreement of the NAAC as filed with the state of NH, as indicated in Article 2.1, the Bylaws of the ACNA, and the ACNA Code of Ethics.

Article III. Membership, Dues and Duties

3.1. Eligibility. Membership shall be restricted to ACNA members in good standing and whose principal residence is within the geographic region of the NAAC. Reference herein to the term “member” is intended to apply to all classes of NAAC membership.

3.2. Organization Dues. In addition to membership dues set by the ACNA, the Board of Directors may establish and assess annual NAAC membership dues in an amount to be determined from time to time and for the purpose of defraying costs directly associated with providing services to members.

3.3. Membership Classification. There shall be four general classes of membership in the NAAC: Active, Family, Honorary and Life membership. Additional classes of membership in the NAAC shall include those classifications as defined by the ACNA.

a. An “Active Member” is an individual, who is 18 years of age or older, and is a Member in good standing of ACNA. Regular Members in good standing enjoy all the rights and benefits of the Club and are entitled to exercise voting rights, hold elected leadership positions, all privileges and responsibilities of ACNA.

b. A “Family Member” is a person, 18 years of age or older, who joins the Club in conjunction with an Active Member or Lifetime Member. A Family Member must reside in the same household as the member. Only one Family Member may be included in the membership. The Family Member in good standing is considered to be a Active Member for purposes of the rights and privileges conferred under these bylaws and such Family Member shall be entitled to exercise voting rights, hold elected leadership positions, and is entitled to all privileges and responsibilities of ACNA. 

c. An “Honorary Member” is any person who, on the affirmative vote of the NAAC Board, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year but may be renewed upon the simple majority vote of the NAAC Board. Annual dues shall be waived for the twelve-month period following the date of designation. Under special and extraordinary circumstances, honorary membership can be extended as determined by NAAC Board. Honorary memberships awarded for a multiple of years (more than a year at a time) must be supported by a 3⁄4 majority vote of the NAAC Board. Honorary Members shall not be entitled to vote or hold elective office.

d. A “Lifetime Member” is a person who has paid lifetime dues, as set by the ACNA Board. Lifetime Members may designate one Family Member, which may be changed during the lifetime term. A Lifetime Member and their designated Family Member are considered to be Active Members for purposes of the rights and privileges conferred under these bylaws. If the designated Family Member no longer lives in the same household as the Lifetime Member, then such Family Member shall no longer be included in the Lifetime Membership, and such person will be given an opportunity to purchase a membership in order to be considered a Active Member.

e. The NAAC Board may establish, by simple majority vote, special membership designations that are tailored to the changing demographics of club life and membership (such memberships, “Special Memberships,” and such designations, “Special Membership Designations”). Any new Special Membership Designation must have a stated reasonable purpose and positive effect to the Club. Special Memberships may be designated by another name as determined by the NAAC Board. The NAAC Board may, by simple majority vote, change or modify any Special Membership Designation. Any new or change in existing Special Membership Designations shall be documented by purpose and benefit to the Club in the official NAAC minutes. When the NAAC Board establishes a Special Membership Designation, the NAAC Board shall provide, in writing, all of the rights, benefits, and cost of the designated membership class. This information shall be available to NAAC members on the NAAC website or similar official Club publication. The NAAC Board may designate more than one Special Membership type.

3.4. Membership Year. The membership year shall run concurrent with the membership year of the ACNA.

3.5. Privileges and Voting Rights. All members in good standing shall be entitled to all privileges of the organization.

3.6. Resignation. Any member may resign by filing a written or electronic resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments, or other charges accrued and unpaid.

3.7. Member Discipline.

a. Suspension of Privileges/Removal from the Club. Any Member may be suspended or removed for substantial actions adverse to the general objectives or best interests of NAAC by a 2/3 vote of the NAAC Board. The Board of Directors shall deliver to such member written Notice of Intent to Discipline stating the reasons therefore and the effective date of the proposed disciplinary action. Discipline shall follow an in-person or virtual hearing allowing for a brief defense by such Member.

b. Right to Appeal. In the event of suspension or removal of a Member by the NAAC Board pursuant to Section 3.7 (a), such Member, or the NAAC Board on its own motion, may request an appeal of such suspension or removal to be decided by the NAAC Board. Following an appeal, the NAAC’s decision to suspend or remove the Member will be sustained by a 2/3 vote of the NAAC Board.

Article IV. Meetings

4.1. Rules of Order. Current revision of Robert’s Rules of Order shall govern in all cases not provided for within the Bylaws.

4.2. Meeting Place. Meetings shall be held at such physical or virtual locations as are determined from time to time by the Board of Directors.

4.3. Regular Meetings. The Board of Directors shall hold regular meetings at dates and times as determined by the Board of Directors. The Board of Directors shall hold a regular meeting at least once per fiscal quarter. The Secretary shall cause to be published notice of regular meetings, including an agenda therefor, within a fair and reasonable time in electronic form to the membership. Regular meetings are open to the membership; however, members shall not be entitled to vote at regular meetings.

4.4. Committee Meetings. Committee members shall hold meetings at dates and times as determined by the Committee.

4.5. Special Meetings. A special meeting of the Board of Directors may be called at any time by the President, or upon written or electronic request to the President by no less than three (3) members of the Board of Directors, or twelve (quorum) members of the NAAC membership.

a. Written or Electronic Request. Any person so entitled to call a special meeting of the Board of Directors shall make written or electronic request to the President to call the meeting, setting forth the purpose therefor.

b. Time. The President shall establish a date, time and location for the special meeting no later than thirty (30) days after receipt of request.

c. Location. If a special meeting of the Board of Directors is called for by the membership, the Board of Directors shall strive to hold the meeting in a geographic locale centrally located to the entire membership. If the Board of Directors elects to hold a special meeting via teleconference, members shall be entitled to participate and/or join such teleconference without fee or cost.

d. Notice. The Secretary shall cause to be published notice of a special meeting to each member no later than fourteen (14) days prior thereto. Notice shall set forth the place, date, time, location and purpose of the meeting, including an agenda therefor, and shall be published electronically.

e. Limited Purpose. The business transacted at the special meeting is limited to the purpose(s) stated in the notice of the special meeting.

f. Default. If the Secretary fails to cause to be published notice of the special meeting within thirty (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 no later than thirty (30) days prior to the special meeting date. The business transacted at the special meeting is limited to the purpose(s) stated in the notice of the special meeting.

4.6. Attendance. Officers and Directors must attend seventy-five percent of scheduled meetings of the ACNA Board each fiscal year. Absences beyond twenty-five percent may be excused by a majority vote of the ACNA Board for extenuating circumstances.

4.7. Annual Membership Meeting. There shall be an annual membership meeting each calendar year, with a published purpose and agenda, of the organization to be held at a date, time and location to be established by the Board of Directors in each year for receiving the annual reports of officers, Directors, and committees, and the transaction of other business.

a. Timing and Duties

  i. Under no circumstance shall more than fifteen (15) months lapse between annual membership meetings.

  ii. The Board of Directors shall establish the date (but not necessarily the time or location) of the annual meeting no later than 120 days before the meeting.

  iii. The Secretary shall cause notice of the date of the annual membership meeting to be published electronically no later than 15 days after the meeting date is established by the Board of Directors.

  iv. The Secretary shall cause notice of the annual meeting, including the time and location as determined by the Board of Directors, to be published electronically no later than thirty (30) days before the appointed time of the annual meeting.

  v. The Board of Directors shall strive to geographically rotate the meeting place on a reasonable basis in order to encourage attendance and participation by all members. 

b. Order of Business. The order of business at the annual membership meeting shall be as follows:

  i. Call to order 

  ii. Review of the minutes from the last annual membership meeting.

  iii. Report of the President, including a summation of business transacted by the Board of Directors since the last annual membership meeting

  iv. Reports of the Secretary and Treasurer

  v. Ratification of the acts of the Board of Directors

  vi. Reports of the standing and special committees

  vii. Unfinished or old business

  viii. Election of new Directors

  ix. Election of Officers by Board of Directors

  x. New business xi. Presentation of resolutions

  xii. Adjournment.

c. Modification. The order of business may be changed or suspended by a majority vote of active members present at the annual membership meeting.

d. Voting. The Secretary shall cause to be delivered to all members in good standing, a written or electronic ballot to elect members to the Board of Directors per Article VIII. At the annual membership meeting and at other membership meetings, each voting member in good standing shall be entitled to one vote on each matter submitted to a vote of the membership.

i. Cumulative voting prohibited. Cumulative voting shall not be permitted.

ii. Written or Electronic ballot. Any action that is proper for a regular or special meeting, except the annual membership meeting, may be conducted by written or electronic ballot in lieu of a meeting.

iii. Written or Electronic consent. Any action consented to in writing by each and every Director shall be as valid as if adopted by the Board of Directors at a duly noticed and held meeting of the Board of Directors, provided such written or electronic consent is duly recorded by the Secretary. 

4.8. Voting Quorum. A quorum is required for the transaction of any business:

a. Meetings of the Board of Directors. At any meeting of the Board of Directors or Executive Committee, the presence of a majority of the Board of Directors or Executive Committee shall constitute a quorum. A vote of a simple majority of the Directors present at any such meeting at which a quorum is present shall constitute an act of the Board of Directors.

b. Membership meetings. At the annual membership meeting and at other membership meetings, including special meetings, a majority of the Board of Directors, or five percent (5%) of the membership present, shall constitute a quorum. A vote of a majority of the members present at any such meeting at which a quorum is present shall constitute an act of the Board of Directors, or the membership, as the case may be.

c. Absence of quorum. In the absence of a quorum, the Presiding Officer may adjourn any meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

Article V. Directors.

5.1. Composition. The Board of Directors shall consist of up to nine (9) elected members, including the following officers: President, Vice President, Secretary and the Treasurer. The Board of Directors may consist of both active members and family members. The Board of Directors shall consist of active, family and lifetime members. The total number of Directors shall be evenly divisible by three. Directors must be residents of the territory of, and current members of NAAC.

5.2. Method of Election. The Directors of this organization shall be elected by eligible voting members, as defined in Article 3.5 Privileges and Voting Rights Directors shall be elected by a plurality of the votes by NAAC Members actually received by NAAC, who are entitled to vote in the election of directors.

a. Term. Each Director shall be elected to serve a term of three (3) years. 

b. Staggered. The terms of office of the elected Directors shall be staggered such that, absent any vacancies, only one-third (1/3) of voting Directors shall be elected to the Board of Directors at each annual membership meeting.

c. Succession. A Director’s term shall end upon the installation of his or her successor at the annual membership meeting at which the successor has been elected.

d. Vacancies. If the office of any Director becomes vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for any other cause, the remaining members of the Board of Directors, even if less than a quorum, shall elect a successor(s) for the unexpired term of such Director.

5.3. Honorary Directors. The Board of Directors may, from time to time and by majority vote, elect one or more honorary Directors of this organization who shall serve as advisory members to the Board of Directors. Any such election shall be for such terms and based on such criteria, as the Board of Directors deems appropriate. All honorary Directors shall be non-voting Directors.

5.4. Quorum. Quorum for elections shall follow the same requirements as described in Section 4.8 Voting Quorum

5.5. Presiding Officer. The President shall serve as chair of the Board of Directors and shall preside at all meetings of the organization. In the absence of the President, the Vice President shall preside. In the absence of both, a temporary chair shall be chosen by the members of the Board of Directors present.

5.6. Management of Affairs of the 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 and direct agents, and to grant general or limited authority to officers, employees, and agents of the organization, to make, execute and deliver contracts and other instruments and documents in the name of and on behalf of the organization. The Board of Directors shall comply with both the Bylaws and Chapter Policies of the ACNA. In addition, the Board of Directors may exercise all powers of the organization and do all lawful acts  and things reserved to members either by law, by the Bylaws of the organization, or by the Charter of the ACNA.

5.7. Bylaw Interpretation. The Board of Directors shall interpret the Bylaws.

5.8. Resignation. Any director may resign at any time either by oral tender of resignation at any meeting of the NAAC Board or by such tender to the President, or by giving written notice thereof to the President. Resignation of a director is effective the date of notification to the President unless a date is specified for it to take effect.

5.9. Removal. A Director may be removed from office at any time with good cause, upon a majority vote of the Members or a 2/3 vote of the NAAC Board.

a. Abandonment of Post. Should a board member fail to acknowledge contact from NAAC or the NAAC Board President via e-mail or telephone for thirty (30) days, unless they have notified the NAAC Board of their absence in advance, the other members of the NAAC Board can remove the board member with a simple majority vote.

b. Removal of an Appointed Director. If an appointed board member takes significant actions detrimental to NAAC, the other members of the NAAC Board can remove the board member with a simple majority vote.

Article VI. Officers.

6.1. Composition. The officers of the organization shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors shall elect the officers of the organization. The officers of this organization may include such additional officers as the Board of Directors may from time to time designate.

6.2. Method of Election. Officers shall be nominated from the Board of Directors and elected by a simple majority vote of the Board of Directors at the annual membership meeting or at a special meeting to fill a vacancy.

a. Term. Each officer shall be appointed to serve a term of one (1) year. Each officer shall hold office until his or her successor has been duly appointed and Page 11 of 21 APPROVED 16 MARCH 2024 qualified, or until his or her death, resignation or removal in the manner herein provided.

b. Limit. No officer shall be elected to serve in the same office more than three consecutive, one-year terms, unless approved by a 2/3 majority at the Annual Meeting. No member shall concurrently hold more than one office.

6.3. Rights and Termination. Election of an officer shall not of itself create contract rights. Any officer may be removed from office with or without cause and by a two-thirds (2/3) majority vote of all the disinterested members of the Board of Directors at a meeting of the Board of Directors called for such purpose. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

a. Vacancies. In the event of resignation, retirement, disqualification, death, disability or removal from office, for any reason whatsoever, of any officer of the organization, the vacancy so created shall be filled by another board member by an affirmative vote of a majority of the Board of Directors then in office for the unexpired remainder of the term.

b. Resignation. Any officer may resign at any time by written or electronic tender of resignation at any meeting of the Board of Directors or by written or electronic notice thereof to the President or Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be a condition precedent necessary to its effectiveness.

c. Continuation as Director. Any resigned or removed officer may fill out the remainder of their term as Director unless resigned or removed from the Board of Directors as described elsewhere in the Bylaws.

6.4. President.

a. Duties. The President shall be the chief executive officer of the organization. The President shall preside at all meetings of the Board of Directors and of the membership. 

b. Powers. The President shall be responsible for the general supervision, direction and management of the affairs of the organization. The President may execute on behalf of the 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 the organization.

c. Voting. The President shall not vote in the transaction of business at any meeting of the Board of Directors. The President may cast a vote only in the event of a tie vote by the voting members of the Board of Directors. The President shall serve as a voting member of the Executive Committee, and an ex-officio non-voting member of all other committees.

6.5. Vice President.

a. Duties. The Vice President shall assist and/or perform the duties of the President in the latter’s absence or incapacity. The Vice President shall perform such other duties as usually pertain to the office of the Vice President and or as assigned from time to time by the President and/or the Board of Directors.

b. Powers. Actions taken by the Vice President on behalf of the organization, whenever the President is unable to serve, shall have the same force and effect as if they were executed by the President.

c. Voting. The Vice President is a voting member of the Board of Directors subject only to the voting limitations imposed pursuant to section 6.4(c).

6.6. Secretary.

a. Duties. The Secretary shall make and keep a permanent record of the proceedings of its members, Board of Directors, and committees having and exercising any of the authority of the Board of Directors, and shall be the custodian of all records of the organization. The Secretary shall transfer to his or her successor at the time and place of the successor’s installation into office all records of the organization, and make available to the NAAC copies of all official records, including minutes. The Secretary shall also perform such other duties as may be assigned to the Secretary from time to time by the President and or the Board of Directors. 

b. Powers. The Secretary shall have and may exercise any and all other powers and duties pertaining to law, regulation or practice to this office, or imposed by the Bylaws.

c. Voting. The Secretary is a voting member of the Board of Directors.

d. Absence. In the absence of the Secretary, a temporary Secretary shall be appointed by the chair of the meeting.

6.7. Treasurer.

a. Duties. The Treasurer shall be responsible for maintaining accurate financial records of the organization and for safeguarding organization financial assets. The Treasurer shall present to the Board of Directors at the annual membership meeting a report of the organization’s financial transactions and status. The Treasurer shall present such other reports to the Board of Directors as it may require from time to time, including reports in support of a financial audit. The Treasurer shall be responsible for the timely reporting of required federal, state and local tax information to the ACNA and allow the ACNA to file all required federal, state and local tax returns at no cost to the NAAC. The Treasurer shall use financial reporting software. Treasurer shall furnish a yearly listing of Chapter finances to the ACNA as required by the Internal Revenue Service. The Treasurer will regulate the investment of organization funds and ensure that no single financial institution has deposits on hand in excess of federally-insured limits. The Treasurer or other NAAC member elected to this role by a majority of the Board of Directors, shall have primary responsibility for establishing and maintaining organization bank accounts, and for signing checks drawn on organization accounts. The Treasurer shall perform such other duties as may be assigned from time to time by the President and or the Board of Directors.

b. Powers. The Treasurer shall have and may exercise any and all other powers and duties pertaining to law, regulation or practice to this office, or imposed by the Bylaws.

c. Voting. The Treasurer is a voting member of the Board of Directors. 

d. Absence. In the absence of the Treasurer, a Board of Directors-designated alternate signer shall have the limited authority to sign checks drawn on organization accounts.

6.8. Additional Powers. Any officer of this organization, in addition to the powers conferred upon them by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

Article VII. Executive Board and Committees

7.1. Executive Committee. The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee. The Executive Committee shall be responsible for proper conduct of the administrative affairs of the organization, the proper functioning of other Committees, and shall ensure compliance with these Bylaws. The responsibilities of the Executive Committee shall include such additional responsibilities as the Board of Directors shall from time-to-time assign. All decisions of the Executive Committee shall be a majority vote. Any tie vote by the Executive Committee shall be resolved by the Board of Directors.

7.2. Committees. The Board of Directors may appoint standing or special committees for any lawful purpose, as may be specified in resolutions adopted by a majority of the members of the Board of Directors.

a. Standing Committees. May include the following:

i. Nominations Committee

ii. Events Committee

iii. Driver Education and Instructor Development Committee

iv. Communications Committee

v. Membership Development Committee

vi. Community Outreach Committee

vii. Sales and Marketing Committee

viii. Governance Committee

b. Duties. Each committee shall have such duties and responsibilities as are granted or delegated to it from time to time by the Board of Directors. 

c. Membership. Each committee shall consist of NAAC members, at least one which must be a Director. Each Director may serve on one or more committees. Each committee shall elect a committee chair. Committee chairpersons need not be Directors. Each committee shall have the power to appoint or remove committee members as necessary, subject to approval of the Board of Directors. The President serves as an ex-officio member of all committees.

d. Committee Reports. The chairperson of each committee shall file a written or electronic report with the Secretary for presentation at each annual membership meeting. Interim written or electronic reports shall be filed with the Secretary as requested by the President or a member of the Board of Directors.

e. 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, by the President, or by any three (3) members of the Board of Directors.

i. Notice. Notice of any committee meeting must be published to the entire committee and to the Board of Directors, not less than seven (7) days prior to any committee meeting.

ii. Waiver. Appearance at a meeting is deemed to be a waiver of notice unless the committee member objects prior to or at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, and the committee member does not participate in the meeting.

iii. Quorum. The presence of a majority of the membership of any committee shall constitute a quorum at any committee meeting. Any action that could be taken at a committee meeting may be taken by written or electronic agreement signed by all members of the committee.

iv. Voting. Each committee member shall be entitled to cast one vote on any question coming before the committee. The President may cast a vote in the event of a tie vote by the voting members of each committee. A majority vote of the members of a committee shall be sufficient for the transaction of the business of such committee. 

7.3. Ratification. Committee actions, excepting those of the Executive Committee, are not binding unless and until approved by the Board of Directors.

7.4. Dissolution. Special committees shall dissolve immediately upon completion of the purpose for which they are created. The Board of Directors may dissolve standing committees, by a majority vote of the members of the Board of Directors Article

VIII. Election of Directors.

8.1. Nominating Committee. The NAAC Board shall appoint a nominating subcommittee, consisting of current Members, which may nominate candidates for the NAAC Board. The nominating committee shall strive to obtain the best qualified candidates that will advance the needs of the Organization. The NAAC Board shall set conditions of the election process designed to reasonably maximize member voter participation.

8.2. Conduct and Results of Election. The NAAC Secretary shall determine if each voting Member was a Member in good standing at the date of the election. The NAAC Secretary will count the ballots and certify the results to the NAAC Board. Upon election to the NAAC Board, the Secretary shall promptly notify each person of their election. The NAAC Secretary will maintain the documentation of the election for a period of one year after the election date. The results of the election will be posted as soon as administratively possible via customary NAAC Membership communications mechanisms.

Article IX. Indemnification.

9.1. Indemnification of Officers and Directors. To the full extent permitted by any applicable law, NAAC shall indemnify and defend 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 NAAC, by reason of the present or former capacity of such person as:

9.2. A director, officer, employee, or member of a committee of NAAC, or

i. A director, officer, partner, trustee, employee, or agent of another organization who while a director, officer, or employee of NAAC, is or was serving the other organization at the request of NAAC whose duties as a director, officer or employee of NAAC 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.

ii. Directors, officers, employees, or members of a committee of NAAC are expected to act in a reasonable and prudent manner. Directors, officers, employees, or members of a committee of NAAC are not indemnified for acts of fraud, for criminal acts, or for associated violations of law.

iii. Indemnification provided by this section shall continue 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.

9.3. Insurance. ACNA shall, to the full extent permitted by applicable law from time to time in effect, purchase and maintain directors’ and officers’ insurance on behalf of any person who is or was a director, officer, employee, member of a committee, or any volunteer Club positions that exercise judgement, responsibility, and decision making of ACNA against any liability asserted against such person and incurred by such person in any such capacity.

9.4. Personal Liability. All persons or corporations extending credit to, contracting with, or having any claim against NAAC or the NAAC Board, shall look only to the funds and the property of NAAC for the payment of any debt, damages, judgment, decree or any other money that may become due and payable to them from NAAC or the NAAC Board so that neither the members of NAAC nor its NAAC Board are personally liable. 

Article X. Miscellaneous.

10.1. Books and Records. All books and records of the organization may be inspected by any member, or agent or attorney therefor, for any proper purpose and at any reasonable time. The ACNA shall have the right to inspect all books and records of the NAAC.

10.2. Severability. The Bylaws of this organization shall not contain any provisions inconsistent with the Articles of Incorporation and Bylaws of the ACNA. A provision in these Bylaws which becomes inconsistent through the subsequent amendment of the Articles of Incorporation or Bylaws of the ACNA, or through changes in established national policy, becomes inoperative without effect on the validity of the remaining. In the event any provision herein shall be held to be invalid or unreasonable by any competent court, the remainder shall be interpreted as if such invalid provision were not contained herein and shall remain in full force and effect.

10.3. Fiscal Year. The fiscal year of this organization shall begin on January 1 and end on the succeeding December 31 of the same year, or that which coincides with the fiscal year of the ACNA.

10.4. Electronic Meeting Participation. 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.

10.5. No General Authority to Borrow or Encumber Assets. No Director, officer, agent or employee of this organization 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 in nature.

10.6. 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.

10.7. 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.

10.8. Prohibited Activities. 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.

10.9. Dissolution. Upon the dissolution of the organization, all funds shall be distributed to the ACNA. Should distribution to the ACNA prove impossible, organization assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the U.S. Internal Revenue Code, or corresponding provision of subsequently enacted federal law, or shall be distributed to the federal government, or to a state or local government, for a public purpose. No part of the net assets or earnings of the organization shall inure to the benefit of or be paid or distributed to a officer, Director, member, employee or donor of the organization. 

10.10. Claims. The NAAC shall notify the ACNA of any claims, suits, or cause of action that may be asserted or alleged. Article XI. Ratification and Amendment of Bylaws.

11.1. Generally. The Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) majority vote of all members of the Board of Directors at a meeting of the Board of Directors called for such purpose. However, in no event may any amendments be made which would affect the corporation’s qualification as a tax-exempt organization pursuant to Section 501(c)(3) of the Federal Tax Code or corresponding section of any future federal tax code.

11.2. Proposed Amendments. The Governance Committee whose purpose is to review this Constitution and Bylaws and whose recommendations for revision are agreed to by a majority vote of that committee, or a consortium constituting at least two percent (2%) or twelve (12) active members of the membership, whichever is less, may propose amendments to the Bylaws. Amendments to the Bylaws proposed under this section shall be submitted to the Secretary in writing and shall be signed by each of the members so proposing the amendment. The Secretary shall cause to be published any alteration, amendment or repeal of any Bylaw so proposed and shall provide to active members no less than twenty-one (21) days’ written or electronic notice of any meeting of the Board of Directors called for such purpose.

11.3. Ratification. Any alteration, amendment or repeal of any Bylaw duly approved by the NAAC Board of Directors is subject to ratification by the ACNA Board of Directors within forty-five (45) days following such action by the NAAC Board of Directors. Further, any alteration, amendment or repeal of any Bylaw duly approved by the ACNA Board of Directors is subject to ratification by the NAAC membership within forty-five (45) days following such action by the ACNA Board of Directors.

11.4. Publication. The Secretary shall cause to be published the results of any alteration, amendment or repeal of any Bylaw on the NAAC website and in the organization’s newsletter. 

Article XII. Conflicts of Interest.

12.1. Any possible conflict of interest on the part of any member of the Board of Directors, officer or employee of the Corporation, shall be disclosed in writing to the Board of Directors and made a matter of record through an annual procedure, and also when the interest involves a specific issue before the Board of Directors. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board of Directors shall be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of, and agreement to this policy. The Board of Directors will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.

CERTIFICATION

I, Secretary, do hereby certify that I am the duly elected, qualified or acting Secretary for the Audi Club North America, North Atlantic Chapter, Inc., and that the foregoing is a true and correct copy of the Bylaws adopted by the Board of Directors on this 16 day of March, 2024.

_______________________________________

William R. C. Ellis – Secretary (Elected 3/2024)