AS AMENDED AND RESTATED AS OF SEPTEMBER 14, 2017

CONSTITUTION and BY – LAWS

of the

CORVETTE CLUB of DELAWARE VALLEY

ARTICLE I – MEMBERSHIP

Section 1.  Application(s) for membership are to be considered by the Board at the next regular board meeting following receipt of a completed application and all necessary fees or by electronic vote before the next scheduled Board meeting. Upon approval of the application, each new member shall be notified by the Membership Chairperson of the Club. Rejected applicants shall be notified by the Membership Chairperson of the Club. New members may be presented to the Club at the next general meeting.

Section 2.  If at any time a member wishes to resign from the Club, he or she is requested to do so in writing.

Section 3.  Prospective new members must own a Corvette at the time of application.

A spouse of a regular member may join the club as a “Spousal Member” at the cost of $10.00 per year. The spousal member will have the same voting rights and privileges as a regular member including the right to run for office.  Spousal membership will become effective January 2000.

Section 4.  Proof of ownership is to be verified by current title or current owner’s card in the applicant’s name, and / or visual inspection by an official representative of the Board, or other proof of ownership.

Section 5.  The spouse of a member may apply for membership.

Section 6.  On an individual case basis, and with Board approval, a person may join the Club without Corvette ownership for a period of one (1) year. During that year they may not vote, hold an elected or appointed office, and must become a Corvette owner.

ARTICLE II – Dues

Section 1.  The Board will set the rate for all fees that are necessary for the operation of the Club.

Section 2.  Annual dues are payable starting at the January meeting and must be paid on or before the March general meeting.

Section 3.  Members who have been declared in arrears in the payment of dues will be dropped from the membership rolls.

Section 4.  Any member, whose dues have not been paid by the March

Board meeting may be dropped from the membership rolls by a majority vote at any Board meeting thereafter.

Section 5.  Any member who has been dropped from the membership rolls because of non-payment of dues shall be required to re- apply for membership.

Section 6.  No Cancellation of dues shall be made if a member resigns or is terminated.

Section 7.  There will be an initiation fee assessed of all new members, and annual dues required of all members.

Section 8.  All Board members will not be required to pay dues for the duration of their term(s). The appointed positions of Gas Cap Editor, Activities Chairperson, Membership Chairperson and Technical Chairperson(s) shall not be required to pay dues for the duration of their term(s).

ARTICLE III- Election of Officers

Section 1.  The nominating committee shall be appointed by the President in September before that month’s general meeting so that its members will be known to the membership.

Section 2.  Anyone wishing to run for office must contact the nominating committee no later than September 30.

Section 3.  Nominations for offices and officers at large shall be presented at the October general meeting by the nominating committee.   The nominating committee shall consist of three (3) members in good standing.

Section 4.  Elections shall take place at the November general meeting.

Section 5.  All offices, officer’s terms and appointments shall be for a period of one year.

Section 6.  A member wishing to become a candidate for the office of President shall make their intentions known to the nominating committee for approval. He or She shall be responsible for the selection of persons to run on their ticket. (i.e. Vice President, Corporate Secretary, Treasurer, and Recording Secretary). Any member from the floor may be nominated for an at – large Board position. They must be a member in good standing. The nominating committee shall be responsible for determining if a member is in good standing. All candidates for the office of President shall have their slates established and in place by the October general meeting. All slates and candidates shall be published in the October GAS CAP.

Section 7.  All ballots shall be counted by two (2) non – members of

the Club. The Corporate Secretary shall oversee the election, and shall retain all ballots as a matter of record for not less than thirty (30) days. Spouses and family members of all candidates are excluded from vote counting eligibility.

ARTICLE IV – Duties of Officers

Section 1.  PRESIDENT – The president shall preside at all meetings at which he or she is present, shall exercise control and supervision over the affairs and activities of the Club, interpret the Club Constitution, and represent the Club at civic activities. He or She shall appoint the Chairpersons of the Standing Committees subject to ratification by a three fifths (3/5the) majority of the Executive Board. The Executive Board shall consist of the following: President, Vice-President, Treasurer, Corporate and Recording Secretaries.

Section 2.  Vice – President –  The Vice – President shall assist the President, and assume the duties of the President during his absence.

Section 3.  Corporate Secretary  – The Corporate Secretary shall handle all correspondence regarding the Club. He or She shall also keep all material concerning the Club in their possession, unless a special officer is appointed for that purpose.

Section 4.  Treasurer – The Treasurer shall receive all Club monies, keep them in a bank selected and approved by the Board, and pay out funds. He or She shall be responsible for payment

of all Club bills, collection of all Club dues, and shall keep accurate records of same. The Treasurer shall send out notices to all members who neglect to pay their dues. The Treasurer will have the authority to pay all bills to a limit predetermined by the Board, and to pay all regular expenditures. All regular expenditures are those expenditures so designated by the Board. Alternates for signatures in the absence of the treasurer are the

President and the Corporate Secretary. Any member in good

standing shall be entitled to examine the Club books and

records at any time without having to show cause. The monthly balance sheets shall be available at the monthly general meetings. The Treasurer shall serve as an independent overseer of the Cavalcade finances.

Section 5.  Recording Secretary – The Recording Secretary will take and record the minutes at all Board meetings and recap them to the membership at all general meetings. He or She will also take and record all minutes at the general membership meetings and enter all minutes as official documents of the Club. The recording Secretary will also provide an overview of the previous months approved Board and general

membership meeting minutes to be published in the GAS CAP.

ARTICLE V – The Board

Section 1.  The Board is composed of the five (5) present officers, the immediate and past President who is now serving as

Chairman, and eight (8) other elected members who are serving as Members at Large. They shall meet at least once (1) a month at a designated location. The Board meetings shall be open to any member in good standing having business to present to the Board. Members opting to attend shall inform the President of their intent. No more than two (2) members may be heard at any one Board meeting. Members will be heard in the order of their requests. Decisions of the Board shall be final unless contrary to the express wishes of a simple majority of paid members at any general membership meeting.

Section 2.  Vacancies in Office – Upon declaration by the Board that a vacancy exist in any office the President shall appoint a replacement for the balance of the term with Board approval, subject to the restrictions set forth in Section

5 of this Article. Should the President’s office become

vacant, the Vice – President shall immediately fill the Presidential vacancy. Members of the Board and members in good standing shall not be excluded from selection for Vice

– President under the above procedures, subject to the restrictions set forth in Section 5 of this Article. Absence from two (2) consecutive Board meetings without reasonable cause shall be grounds for replacement by the Board. The Activities Chairman, Membership Chairman, Gas Cap Editor, and technical advisor(s) shall be considered voting members of the Board.

Section 3.  In the event that the offices of President and Vice – President are vacated, or they are unable to perform their duties, the Chairman shall preside and new elections must be held within the space of two (2) general membership meetings.

Section 4.  Each member of the Board shall have one (1) vote regardless of how many positions He or She holds. All proposals must

be passed by a majority of the Board members present at the

Board meeting. The Board shall have the option of using electronic voting on any issue that is deemed pressing by the President, if necessary before a scheduled Board meeting.

Section 5.  In no event may any member of the CCDV Board also be i) a

Board member of the Corvette Enthusiasts Community

Foundation (CECF) or ii) hold an official position with any other Corvette Club.                 Collectively defined herein as “a Conflict of Interest Position.” If any CCDV Board member is elected or appointed to a Conflict of Interest Position the CCDV Board member shall either i) refuse or resign from the Conflict of Interest Position or ii) immediately tender a resignation of their CCDV Board position to the president, which resignation shall be accepted.

ARTICLE VI –  Committees

Section 1.  Committee Chairperson(s) shall be appointed by the

President.

Section 2.  Committee members shall be selected by the Committee

Chairperson.

Section 3.  A person nominated for, or currently holding a Committee Chairmanship or membership, May also run for any vacant Board position.

ARTICLE VII – Committee Chair Responsibilities

Section 1.  The responsibility of any Committee Chairperson is to oversee the complete operation of his or her committee and to report its status to the President.

Section 2.  All Committee expenditures over a limit of fifty (50.00) dollars must be approved by the Board prior to the issuing of funds or for reimbursement.

ARTICLE VIII – General Business

Section 1.  Twenty percent of the entire membership in good standing in attendance at any general membership meeting, shall constitute a simple majority for the consideration of, and voting on any motion(s) or proposal(s).    Example: Total Membership 250      Simple Majority = 50

Section 2.  All motions made and seconded from the floor at any general membership meeting must be published in the following month’s GASCAP

Section 3.   for membership consideration, before being voted on at the next general meeting.

Section 4.  If a simple majority is not present at the next general meeting, the motion(s) are tabled until the next general meeting when a simple majority is present.

Section 5.  A simple majority of members in good standing, in attendance at any general membership meeting, shall be

enough to carry a motion or proposal.

Section 6.  Any vote or motion passed by a simple majority in attendance at any General membership meeting, shall be binding on the Board and it’s officers in its entirety.

ARTICLE IX – Removal for Cause

Section 1.  Any member whose conduct is (a) in conflict with the purposes of the Club (b) may adversely affect the reputation or interests of the Club or (c) contrary to any provisions of these Bylaws or Corporate Charter of the

Club, may be terminated from the membership in this Club in accordance with the following procedures.

Section 2.  The Board, by majority vote, may appoint a committee of three members, each with at least two years membership in good standing and at least one of whom shall be serving on the Board, to review the conduct of a member. The committee shall inform the member of the allegations and

provide the person with the opportunity to appear before it or to submit a written statement, as the member chooses.

If the member elects to appear, the committee may limit the number of persons called to speak and the length of their presentations, as it deems necessary.                                    The committee may call individuals to appear and speak on the matter, whether or not a member chooses to appear.   No individual appearing before the committee shall be entitled to counsel, unless the committee waives this provision.

Section 3.  The committee shall render its findings and conclusions in a written report to the Board.                      This report shall be confidential until presented to the Board. Any report recommending expulsion shall demonstrate based on the facts that it is probable that the member violated one or more of the criteria set forth in Section 1.  The Board, by

majority vote, shall accept or reject the report received

from the committee. If the report of the committee finds that a member should be expelled and the report is adopted by the Board, that person shall be terminated from membership in this Club as of the date of adoption.    A member so terminated may rejoin this Club no earlier than one year from the date of termination after complying with all requirements imposed upon a member for joining the Club.

ARTICLE X – Indemnification and Personal Liability of Directors and

Officers

Section 1.  Each Director and each officer and former Directors or Officers, and any person who may have served, at its request, shall be indemnified by the club against expenses actually and necessarily incurred by them in connection

with the defense of any action, suit or proceeding in which

they, or any of them, are made parties or a party by reason of being or having been a Director or an Officer of the club, except in relation to matters as to which any such Director or Officer or former Director or Officer or person shall be adjudged, in such action, suit or proceeding, to

be liable for negligence or misconduct in the performance

of duty.  Such indemnification shall not be deemed

exclusive of any other rights to which those indemnified may be entitled under any By-Law, Agreement, vote of Board of Directors, or otherwise.

Section 2.  No director of the club shall be personally liable or its Board of Directors for monetary damages as such for any action taken, or any failure to take any action, unless: (1) the Director breached or failed to perform the duties of his/her office in accordance with Pennsylvania law relating to standard of care and justifiable reliance; and (2) the breach or failure to perform constitutes self- dealing, willful misconduct or recklessness.    These provisions, however, shall not apply to the responsibility or liability of a Director pursuant to any criminal stature.

ARTICLE XI – Amendments

Section 1.  Any amendment to these by-laws must be proposed at a regular general membership meeting. To be adopted, the amendments must be published in the next GAS CAP following their proposal, and voted on by the eligible members present at the next general membership meeting where a

quorum is present.  As long as there is a quorum present, a simple majority of eligible members in good standing, in attendance at any general meeting, shall be enough to carry a motion or a proposal.

Section 2.  Any amendment to these by-laws must be voted on in an article-by-article basis.

Section 3.  All by-law amendments shall be voted on by eligible members on written ballots.

These amendments revised by the following committee:  CCDV Board

Ratified by the membership September 14, 2017.

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