ARTICLE I. NAME, OBJECTS AND PURPOSES
ARTICLE II. MEMBERSHIP
ARTICLE III. MEETINGS
ARTICLE IV. OFFICERS
ARTICLE V. EXECUTIVE COMMITTEE
ARTICLE VI. DISSOLUTION
ARTICLE VII. NON-LIABILITY AND INDEMNIFICATION OF OFFICERS
ARTICLE VIII. AMENDMENTS
ARTICLE I. NAME, OBJECTIVES AND PURPOSES
Section 1. Jaguar Club of Houston shall be hereinafter referred to as "JCOH".
The objectives and purposes of JCOH are to promote interest in motoring, foster and encourage a spirit of mutual interest and assistance in the acquisition and preservation of Jaguar automobiles among owners; to promote enhanced driving standards and to encourage skillful driving on the public highways; to promote interest in motoring activities, classes, exhibitions, publications and motor sports related to the marque; to authorize the purchase, rental and leasing of all kinds of property for carrying out such activities.
Section 2. The JCOH is an affiliate of the Jaguar Clubs of North America (JCNA) and JCOH membership includes membership and all rights of the JCNA.
ARTICLE II. MEMBERSHIP
Section 1. Member: Membership in JCOH shall be open to any Jaguar owner or person interested in Jaguar automobiles. Couples (family memberships) shall be listed jointly and shall collectively have the rights and privileges, as set forth in Article II, Section 2, of one member.
Section 2. Rights of Members: Members shall have the right to attend and participate in regular and special meetings and activities of JCOH.
Upon payment of annual JCOH dues, members shall be entitled to receive:
(a) a subscription to a national magazine or newsletter that is designated as the official publication of the Jaguar Clubs of North America (JCNA);
(b) A valid JCNA membership card shall be used as evidence of paid-up member status / identification at JCNA/JCOH events;
(c) Mailings of interest to the general membership that JCOH may produce;
(d) Other opportunities as may be offered from time to time by the JCOH/JCNA.
Section 3. Dues: The amount of annual dues shall be set at the discretion of the JCOH executive committee.
Section 4. Any JCOH member may have his/her JCOH membership suspended, as determined by the Executive Committee, if dues are not paid by the annual dues deadline.
Revocation of Membership: Membership of any JCOH member may be revoked by a 2/3 vote of the executive committee at any regular or special meeting called or noticed for that purpose after a thirty (30) day advance written notice, setting forth the reason for the revocation, be sent to the member’s address appearing on the books of JCOH.
ARTICLE III. MEETINGS
Section 1. Annual General Meeting (AGM): An annual general meeting of the members shall be held.
Section 2. Notice of Meetings: The secretary or an appointee shall notify all JCOH members of all general and special meetings of JCOH by written notice, mailed or e-mailed; to each JCOH member at the member’s address appearing on the books of JCOH, at least thirty (30) days before the meeting date. Notice shall include the purpose or agenda for the meeting. It may be necessary to call special meetings with less than 30 days notice and if so the reason for not giving 30 days notice will be explained to the membership.
Section 3. Special Meetings: Special meetings of the members, for any purpose(s), may be called by the president or other officer performing the president's duties upon the written request of a majority of the executive committee or at the request in writing of a majority of the membership. Documentation of the vote shall be submitted together with the request.
Such request shall briefly state the purpose(s) of the proposed meeting. The business transacted at all special meetings shall be confined to the objectives stated in the call.
Section 4. Quorum: For the purpose of an AGM or special meeting, a majority of the members entitled to vote, present in person or represented by proxy shall be requisite and shall constitute a quorum for the transaction of business, except as otherwise provided by law.
Section 5. Proxies: Any member in good standing may be designated to act on behalf of any other JCOH member at any AGM or special meeting of the members of the JCOH at which votes by ballot may be taken. A proxy consisting of a letter or e-mail from the member for which the member is empowered to act must be submitted to the JCOH secretary before the meeting. An e-mail from the member is acceptable proxy. No proxies will be accepted after the meeting has been called to order. Proxies shall be in effect for one meeting only.
Section 6. Parliamentary Authority: Robert's Rules of Order Newly Revised (2000) 10th edition shall be the parliamentary authority of the JCOH.
ARTICLE IV. OFFICERS
Section 1. Officers: The elected officers of JCOH shall be the president, vice-president, secretary and treasurer.
Section 2. Terms: Each elected officer shall serve for a term of two (2) years or until completion of his or her partial term or until his or her qualified successor shall be designated.
Section 3. Election of Officers: The Nominating Committee, biannually, and at least eight (8) weeks prior to the AGM, will prepare a list of one or more candidates each for president, vice-president and secretary and treasurer.
On the day of the AGM, the list of nominees will be presented to the members. Nominations may also be made from the floor. When all nominations have been made, the officers consisting of president, vice-president, secretary and treasurer will be elected by majority vote of the members present in person or by proxy. The new officers shall take office upon completion of the business of the AGM.
Section 4. Powers and Duties of the President: The president shall be the chief executive officer of JCOH and shall, subject to the authority of the executive committee, manage and direct the business and affairs of the club. The president shall preside at all meetings of the executive committee and membership. The president shall have the authority to create and appoint members to task forces created to assist the president in managing the affairs of the club. The president shall perform all the duties normally incident to the office, and shall have such other powers and duties as may from time to time be prescribed by the executive committee or vote of the general membership.
Section 5. Powers and Duties of the Vice-President: The vice-president shall be the deputy chief executive officer of JCOH and shall, when authorized, assume and perform the duties of the president in the event that absence, death, inability, failure to perform or refusal of the president makes it impossible for said president to carry out the office's assigned duties. If the vice president must assume the duties of the president due to absence, death, or refusal of the president to perform, then the vice president will serve as president for the remainder of the president’s term and the executive committee will appoint a new vice president to serve until the next election. When acting as president, the vice-president shall have all the powers and restrictions of the president. The vice-president shall generally assist the president and the executive committee in carrying out projects or policies of JCOH and shall perform or carry out specific duties and projects as from time to time may be assigned by the president and the executive committee.
Section 6. Powers and Duties of the Secretary: The secretary shall attend executive committee meetings and all meetings of the members including the AGM and act as clerk thereof, record all votes and minutes of proceedings. The secretary shall cause notice to be given of all meetings and shall perform such other duties as pertain to the office including carrying on correspondence as directed by the president and the executive committee and maintaining records of the club.
Section 7. Powers and Duties of the Treasurer: The treasurer shall have the custody of all JCOH funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to JCOH, and shall deposit all moneys and other valuable effects in the name and to the credit of JCOH in such depositories as may be designated by the executive committee.
The treasurer will prepare an annual budget for JCOH to be approved by the executive committee. The treasurer is responsible for monitoring the financial position of JCOH and preparing quarterly financial statements for the executive committee as well as an annual financial statement for the membership to be presented at the AGM.
The treasurer shall be responsible for reimbursing officers of JCOH for expenses incurred on behalf of JCOH which are authorized or approved by the executive committee.
Section 8. Powers and Duties of the Past President: The Immediate past President serves as a member of the executive committee, acts as parliamentarian, and serves as an advisor to the president. He/she also serves as chair of the Nominating Committee.
ARTICLE V. EXECUTIVE COMMITTEE
Section 1. Executive Committee: The JCOH shall have an executive committee which shall consist of the president, vice-president, secretary, treasurer and the immediate past president. The executive committee shall manage the day to day business and affairs of JCOH.
Section 2. Executive Committee Meetings: The executive committee will meet at such times and locations as they may determine by vote or at the call of the president.
Section 3. The Executive Committee shall appoint such additional members to special positions, i.e., committees, chairs of committees or other positions as are needed to efficiently manage the club.
Section 4. Quorum: For the purpose of an executive committee meeting, three of five members of said committee shall constitute a quorum.
Section 5. Vacancies: Vacancies in the executive committee shall be filled by the president or acting president until the next meeting of the executive committee at which time the executive committee shall approve a replacement until elections at the next AGM.
Section 6. Nominating Committee: The immediate past president shall chair a nominating committee. The executive committee shall select at least three non-officer club members to comprise the remainder of the nominating committee.
ARTICLE VI. DISSOLUTION
Section 1. Dissolution by Members: JCOH may be dissolved at any time by a 2/3 vote of the members, as required by law, at any special or annual meeting of the membership, provided that the notice of such meeting shall refer to the proposal to vote upon dissolution.
Upon the dissolution of the Club, the executive committee, after paying or making provision for the payment of all the liabilities of JCOH, shall arrange for the distribution of the remaining assets to a non-profit scientific, educational or charitable organization, provided, however that such organization at the time qualifies as a non-profit under the Internal Revenue Code, as amended.
ARTICLE VII. NON-LIABILITY AND INDEMNIFICATION OF OFFICERS
Section 1. Non-Liability: JCOH and its officers shall not be liable to any of its members for any statements, errors or omissions in any reports sent out by the Club, whether the same shall be due to the negligence of the Club, or of said elective officers; and each and every member or those that may hereafter become members shall be deemed to have expressly released the Club, its elective officers from any and all liability for such statements, errors and omissions, and obligations, acts, steps, or plans entered into or undertaken by the Club on behalf of its members, except due to intentional fraud.
Section 2. Indemnification: Each present and future officer, whether or not then in office, shall be indemnified by the Club against expenses actually and necessarily incurred by or imposed upon him/her (including but not limited to judgments, costs, and counsel fees) in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been an officer of the Club except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for willful negligence, criminal or other misconduct in the performance of duty for the Club. Such indemnification shall not be deemed exclusive of other rights to which such officer may be entitled, under any other Bylaw, agreement, a vote of the members or as a matter of law, otherwise.
ARTICLE VIII. AMENDMENTS
Section 1. Amendments: Subject to the limitations imposed by law, these Bylaws may only be amended by a vote of two-thirds (2/3) of the members present or by proxy at any AGM, regular or special meeting of the members called for that purpose.
