Bylaws of Mass Miata Club, Ltd.
A Massachusetts Non-Profit Corporation
Updated November 1st, 2014
The purpose of the Mass Miata Club is to promote the preservation and enjoyment of
Mazda Miata sports cars through social and driving events and activities.
Principal office. The principal office of the Corporation shall be located at the residence in
Massachusetts of the person from time to time serving a recording secretary/clerk..
Section 1. Membership:
a) Individual Membership. A membership consisting of one individual.
b) Family Membership. A membership that consists of two persons who reside at the same address or designated second address. The second address will be designated by the first named member. There will be no more than two votes per family membership.
Section 2. Membership Rights and Responsibilities:
a) An invitation to participate in club activities.
b) The right to attend executive board meetings as a non-voting observer.
c) Inclusion in all mailings of general membership publications and notices.
Section 3. Voting Rights:
Each Member shall be entitled to one vote on each matter submitted to a vote of the members. At each election of officers, every member in good standing prior to the election and entitled to vote at such election shall have the right to vote, in person , for as many persons as there are officers to be elected and for whose election he has a right to vote.
Section 4. Rules of Conduct:
At all times, each member shall be required to obey all State, Federal and local laws, and practice and promote safe and courteous driving habits. All members must maintain vehicle in proper operating conditions.
Section 5. Termination of Membership:
Mass Miata Club may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of any dues for more than 30 days required of the member without a hearing.
Section 6. Resignation:
Any member may resign by contacting (either by e-mail, US mail, or telephone) the Membership officer of the Mass Miata Club that membership in the Mass Miata Club is no longer desired.
Section 7. Transfer of Membership:
Membership in the Mass Miata Club is neither transferable nor assignable.
Section 8. Meetings of Members:
1. Regular Meetings. General membership meetings shall be held at a time and place as designated by the elected officers.
2. Annual Meetings. An annual meeting of the members shall be held in June of each year at a time and at such place as may be determined by the officers of the Mass Miata Club. The purpose of the annual meeting shall be to elect officers and transact such other business as may come before the meeting. If the election of officers shall not be held on the day designated
for the annual meeting, the officers shall cause the election to be held at a special meeting of the members as soon thereafter as said meeting can be conveniently held.
3. Special Meetings. Special meetings of the members may be called by the President or the Vice-President.
Section 9. Place of Meeting:
The officers and members may designate any place, either within or without the Commonwealth of Massachusetts, as the place of meeting for any annual meeting or for any special meeting called by the officers and/or members.
Section 10. Notice of Meetings:
1. Regular meetings: Written or printed notice stating the place, day and hour of any regular meeting of members shall be made available in the club newsletter and/or the club website, to each member entitled to vote at such meeting.
2. Special Meetings: Notice of any special meeting shall be given at least seven (7) days previously thereto by written notice, club website or telephone to each member at his/her address as shown by the records of the Mass Miata Club.
Section 11. Quorum:
Members present at a meeting shall constitute a quorum for any and all business of the Corporation requiring the vote of the membership. The vote of a majority of the votes entitled to be cast by the members present at a meeting shall be considered a quorum, unless the vote of a greater number is specifically required by law, the Articles of Incorporation or these Bylaws.
Board of Directors
1. The Board of Directors will be made up of the current elected Officers to represent the member: President, Vice President, Treasurer, Secretary/Clerk, and appointed positions of Membership, Activities, and past President.
2. The President may appoint additional member(s) to the Board for 1 year to provide better member representation as needed.
3. A board meeting will need at least 5 of the above to be considered a quorum present to make the meeting official. Any member may attend. However, only elected officers and the past President and appointed members may vote.
4. Minutes of the meetings shall be recorded, including the members present, topics discussed and decisions made as part of the meeting. Any member may request a copy of the meeting minutes, via a request to the President.
5. The purpose of a Board of Directors is to develop proposals, ideas and subsequently present them along with detailed suggestions to the members so decisions can be made by the members at the monthly meetings. A vote by the members will be taken and recorded before any Board decision will take affect. A simple majority vote of members present at the monthly meeting will be acceptable.
6.Decisions by the Board of Directors will be valid for day to day routine operations.
7. Spending of club dues and other money by the Board of Directors will be limited to $500 for any one item with the exception of $1000 for any one merchandise expenditure. Any spending over these amounts must be presented and approve by the members in attendance at a monthly business meeting.
8. The Board of Directors may at any time develop and appoint a committee to investigate or operate an event or group of events. If money is required to develop or support this process is over $300, the money must be approved at a monthly meeting before being issued.
9. The secretary/Clerk will file the necessary forms each year for the corporation required by governmental authorities.
10. Directors shall not receive any compensation for their services.
11. Informal Action by Directors – Any action required by law and /or these Bylaws may be taken without any meeting of the Board of Directors, if consented to in writing setting forth the action and signed by all of the Directors.
12. Failure to maintain membership in Mass Miata Club will cause said Director to be ineligible to serve.
Section 1. General Powers.
The affairs of the Mass Miata Club shall be managed by the Officers, who shall exercise all general powers conferred by the laws of the Commonwealth of Massachusetts upon corporations organized under Section 180 Massachusetts General Laws. Such Officers shall have additional powers and duties as are specifically provided by the Articles of Incorporation and by these Bylaws.
Section 2. Numbers.
There shall be four (4) officers of the Mass Miata Club. The officers shall consist of a president, one vice-president, a secretary/clerk and a treasurer. Other officers and assistants may be added as deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such term not to exceed one (1) year as prescribed in the articles of incorporation or the bylaws.
Section 3. Election and Term.
The members shall determine the method of nomination of officers. The members shall annually elect the officers who will serve for the coming year. Officers shall be elected by a vote of the majority of members who personally attend the annual meeting. Each officer shall serve in office effective with the June annual meeting and continue in office until the next annual meeting in June or until his successor(s) have been elected and qualified, whichever is later.
Section 4. Duties.
The officers shall be as follows:
1. President. The President shall direct club activities, conduct club meetings, and coordinate activities of officers.
2. Vice President. The Vice President shall perform the duties of the President in his/her absence, direct merchandising, formulate meeting themes, and work with officers and members in setting meeting agendas.
3. Secretary/Clerk. The Secretary/Clerk shall record and distribute minutes of club meetings to the editor of the Mass Miata Club Newsletter. The Secretary/Clerk shall also record the minutes of all officers meetings and distribute to the officers.
4. Treasurer. The Treasurer shall maintain the financial books and records of the Mass Miata Club and assist in the preparation of any financial documentation that may be required by law. The Treasurer shall also provide regular financial reports to the membership. These reports shall include, but are not necessarily limited to, an accounting of all income and expenses for the reporting period. Reporting periods shall not be more than three (3) months, but may be more frequent.
1. Membership.The Membership Officer is responsible for recruitment of new members, maintaining a roster of all current members, and maintaining current statistics on all members.
2. Activities. The Activities person(s) shall run the yearly planning meeting, post proposed and final events in the calendar , and send emails to the general membership regarding all events.
Section 5. Limitation of Liability.
Personal Liability: The members and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or any money that may otherwise become due or payable to them from the Corporation.
Officers or Directors of the Mass Miata Club shall not be liable to the Mass Miata Club or its members for monetary damages for an act or omission in the officer’s or director’s capacity as an officer or director. However, this Article shall not authorize the elimination or limitation of the liability of an officer or director to the extent the officer or director is found liable for:
1. An act or omission not in good faith that constitutes a breach of duty of the officer or director to the Mass Miata Club or an act or omission that involves misconduct or a knowing violation of the law.
2. A transaction from which the officer or director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the officer’s or director’s office; or
3. An act or omission for which an applicable statute expressly provides the liability of an officer or director.
Section 6. Vacancies.
Any vacancy occurring within the officers shall be filled by a majority vote of the quorum of members. An officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 7. Compensation.
Officers as such shall not receive any stated salaries for their services.
Section 8. Informal Action by Officers.
Any action required by law and /or these Bylaws to be taken may be taken without any meeting if consented to in writing, setting forth the action and signed by all of the officers.
Section 1. Contracts.
The officers and members may authorize any officer or officers, member or members of the Mass Miata Club to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. However, before any contract is entered into or executed and delivery of any instrument in the name of and on behalf of the Mass Miata Club, approval of the action to be taken must be approved by a majority vote of the members at the meeting in which the proposal is discussed and voted on..
Section 2. Drafts, etc.
All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Mass Miata Club, shall be signed by such officer or officers, agent or agents of the Mass Miata Club and in such manner as shall from time to time be determined by resolution of the members.
Section 3. Deposits.
All funds of the Mass Miata Club shall be deposited from time to time to the credit of the Mass Miata Club in such banks, trust companies, or other depositories as the members may select.
Section 4. Gifts and Sponsorships.
An Officer, Director, member or members may accept on behalf of the Mass Miata Club any contribution, gift, bequest or devise for the general or special purpose of the Mass Miata Club.
Section 5. Operation Prohibitions.
The Mass Miata Club, its Directors, Officers and/or Members, shall not do any act, which shall constitute a basis for denial of tax exemption under applicable federal or state laws. In particular:
1. The Mass Miata Club shall not:
a) Lend any part of its income or corpus, without receipt of adequate security and a reasonable rate of interest;
b) Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered;
c) Make any substantial purchase of securities or any other property for more than adequate consideration in money or money’s worth;
d) Sell any substantial part of its securities or other property for less than an adequate consideration in money or money’s worth; or
e) Engage in any other transaction, which results in a substantial diversion of its income or corpus to a person who has made a substantial contribution to the Mass Miata Club, a member of the family of such person or a corporation controlled by such person.
2. The Mass Miata Club shall not accumulate out of income amounts which are:
a) Unreasonable in amount or duration in order to carry out the purpose or function constituting the basis for tax exemption;
b) Used to a substantial degree for purposes or functions other those constituting the basis for tax exemption; or
c) Invested in such a manner as to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.
The fiscal year of the Mass Miata Club shall commence on July 1 each year and end on June 30 of the following year. This may be changed by resolution of the officers.
The Mass Miata Club may, but is not required, to have a seal. The Mass Miata Club may conduct all activities in furtherance of its purpose, and execute all instruments necessary to any transaction conducted by the Mass Miata Club, without imprinting of a seal on said instruments.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Massachusetts Law or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver in writing signed by the person or persons entitled to such notice whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
Dissolution of the corporation requires;
1. Notification to the membership of the intent to dissolve the corporation.
2. A vote of two thirds of members attending a special meeting to vote on proposed dissolution if such dissolution of the corporation is to be approved.
3. All remaining assets of the corporation will be donated to a Massachusetts public charity qualifying under IRC section 501 C(3).
Amendments to Bylaws
The officers and members may amend or repeal the Bylaws or adopt new Bylaws. Amendments will be approved only by having the officer(s) call a special meeting for such purpose, and having a majority of the members present at said meeting approve the change by a majority vote. Proposed amendments must be presented to the current officers and directors in writing. Such amendment shall be distributed to the entire membership for evaluation, and then presented for ratification by a simple majority of a quorum of membership at a meeting called for such purpose.
Certificate by Secretary/Clerk
The undersigned, being the Secretary/Clerk of the Mass Miata Club, hereby certifies that the foregoing Bylaws were adopted by the members of the Mass Miata Club.
Before me, the undersigned authority, on this __________day of ____________, personally appeared __________________ who is over the age of 18, and after being duly sworn did state that he has executed the foregoing document as the Secretary/Clerk of the Mass Miata Club and that the statements contained in the Bylaws are true and correct.