By-Laws

August 3, 2019  

BYLAWS

of the

JAGUAR ASSOCIATION of CENTRAL NEW YORK, LTD 

ARTICLE I – MEMBERSHIP

The original members of the Corporation shall be the persons named in the Certificate of Incorporation as Directors and such additional persons as said persons may at the first meeting of Incorporators elect as Directors.  Thereafter, any person elected at any time to the Board of Directors shall automatically become a member of the Corporation, if not already a member. 

Membership will be open to all persons interested in the Jaguar automobile. For purposes of voting on matters concerning the Corporation each paid membership will be considered equal to one voting member.  A family of two or more persons who pay one annual membership fee will be entitled to one vote. Any member/family who is honored by the Corporation to “life-time membership – without dues obligation” will be entitled to one vote on all matters brought to the membership.

ARTICLE II – MEETINGS OF MEMBERS

Section 1   Annual Meeting:  The Annual Meeting of the Corporation shall be held at the last scheduled event of the JACNY season each year, or at an event scheduled specifically for the Meeting, for the purpose of electing Officers and members of the Board of Directors and the transaction of such other business as may properly come before the meeting.  This meeting will occur at some time during the months of September, October, or November each year.

Section 2   Notice of Annual Meeting of Members:  Notice of the time, place and purposes of such annual meeting shall be served either personally, my telephone, regular surface mail or by electronic delivery upon each Member of the Corporation entitled to vote at such meeting, not less than thirty (30) nor more than fifty (50) days before the meeting.  If mailed, it shall be addressed to each such member at their address, limited to one copy per household, as it appears on the records of the Corporation.

Section 3   Special Meetings of the Members:  Special meetings of members shall be held at a location designated by the President or Secretary and members will be notified of the time and location by either regular surface mail, personally, by telephone or by electronic delivery.   The location is not limited to Onondaga County.

Section 4   Notice of Special Meetings:  Notice of time, place and purposes of every special meeting of the members shall be served by regular surface mail, personally, by telephone or by electronic delivery not less than fifteen (15) days nor more than fifty (50) days before the date of such meeting.  If mailed, it shall be addressed to each member at their address as it appears on the records of the Corporation limited to one copy per household.

Section 5 Quorum:  At all Annual and Special Meetings of the members there shall be present at least a minimum number of the members of the Corporation entitled to vote at such meeting, either in person or by proxy, in order to constitute a quorum for the transaction of business.  A quorum shall consist of a minimum of 10 members or 50% of the paid membership whichever is less whether in person or by proxy.  If less than a quorum is present, such meeting may be adjourned without notice until a quorum is present.  Prior to Annual or Special Meetings the membership will be advised of the meeting and that their proxy can be given in writing, to include electronic mail, to any member that will be present at the Meeting or they may, by electronic mail addressed to the President of the Club, cast their vote on the matters to be decided at the meeting.

ARTICLE III – DIRECTORS

Section 1  Number:  The number of Directors shall not be less than 5 and no more than 9.  The actual number of Directors within such limits shall be fixed at any Annual Meeting of the members.  Directors shall be elected by the members. 

Section 2  Nomination of Directors: The existing Board of Directors will canvass the general membership to determine members interested in being a Director and will announce by electronic mail or surface mail such Candidates to the membership at least 30 days prior to the Annual Meeting. 

Section 3  Voting for Directors:  During the Annual Meeting of the Club a simple majority of those present will be required to elect any nominated Director.  

Section 4 Term:   Each Director shall serve for a term of two (2) years.

Section 5  Vacancy:  A vacancy on the Board of Directors occurring for any reason, including a vacancy due to an increase in the total number of Directors, shall be filled by the Board of Directors until the next Annual Meeting of the members.

ARTICLE IV –  DUTIES AND POWERS OF BOARD OF DIRECTORS

Section 1 Duties and Powers:  The Board of Directors of the Corporation shall have the general management of the affairs, property and business of the Corporation and subject to these By Laws may adopt such rules and regulations for that purpose and for the conduct of its meetings as the Board may deem proper.

Section 2 Compensation:  Each director shall serve without compensation for the benefit of the Corporation.

ARTICLE V – MEETINGS OF THE BOARD OF DIRECTORS

Section 1  Annual Meeting:  The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the Members for the transaction of such business as may properly come before the meeting.

Section 2 Meetings:   Meetings of the Board of Directors shall be held at such time and place as may be determined by resolution of the Board of Directors.  Any business may be transacted at any meeting.

Section 3  Special Meetings of the Board of Directors:  Special Meetings of the Board of Directors may be called at any time by the President or the Secretary.  On the request of any two (2) directors, the Secretary shall call a Special Meeting of the Board.  Special Meetings shall be held at a location designated by the President or Secretary. The location is not limited to Onondaga County.

Section 4 Notice of Meetings:  Unless otherwise prescribed by law, notice of time, place and purpose of any special meeting of the Board of Directors shall be served either personally upon each Director, to include by telephone, telephonic voice mail, regular surface mail or by electronic delivery to their address as it appears upon the records of the Corporation or to their last known post office or electronic address not later than seven (7) days prior to the meeting. 

Section 5  Quorum:  At all meetings of the Board of Directors four (4) or more of the Directors shall constitute a quorum for the transaction of business. If less than a quorum is available the Directors may adjourn such until a quorum can be present.   Except as otherwise provided by these bylaws any act of a majority of the Board of Directors constituting a quorum shall be the act of the Board of Directors.  

Section 6  Unanimous Written Consent:  The Board of Directors shall have authority to undertake and/or authorize any action required or permitted to be taken by this Board without a meeting if all members of the Board of Directors thereof shall consent in writing to the adoption of a resolution authorizing the action.  

Section 7  Telephonic Board Meetings:  Any member of the Board of Directors or any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or by similar telephonic communication equipment allowing all persons participating in the meeting to hear each other and such participation by telephonic means shall constitute presence in person at such meeting. 

ARTICLE VI – OFFICERS

Section 1:   The Officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer.  All officers shall be members of the Board of Directors and shall be elected at the Annual Meeting of the Membership.

Section 2: The officers so elected shall hold office for two (2) years.  No officer will hold the same position for a period greater than 4 consecutive years.  If a vacancy occurs among the officers, such vacancy shall be filled for the unexpired term by the Board of Directors. 

Section 3:  The Board of Directors will have the responsibility of canvassing the general membership for candidates for the positions of the Officers of the Club.  Upon acceptance of the nomination for the position of Officer, the Members’ names and Positions to be Held will be announced to the general membership by electronic/or surface mail to their address as it appears upon the records of the Corporation not later than thirty (30) days prior to the Annual Meeting. Such mailing will allow the membership to vote via a return ballot, either written if the Directors utilize surface mail for the announcement of candidates or by electronic reply if that method is utilized for announcement of candidates.  

Section 4: Voting for Officers of the Club will occur at the Annual Meeting. A simple majority of the total of those present and those voting in absentia by proxy or written/electronic ballot will be sufficient to elect any nominated Officer. 

ARTICLE VII – DUTIES OF OFFICERS

Section 1:  The President shall preside at all meetings of the members of this Corporation and the Board of Directors. The President and the Board of Directors shall appoint such committees as considered expedient or necessary.  The President shall have general management of the affairs of this Corporation subject to the approval of the Board of Directors and shall perform all other duties incidental to the office.  The President shall be an exofficio member of all standing committees.

Section 2:  In the absence of the President, the Vice President shall perform the duties of the President and in the absence of both the President and Vice President, the Secretary shall preside and perform the duties of the President. 

Section 3:  The Secretary shall keep minutes of all meetings of the members and of the Board of Directors, shall attend to the giving and waiving of all notices of the Corporation and shall perform all other duties incidental to the Office of Secretary. 

Section 4:  The Treasurer shall have care and custody of all receipts, monies and securities of the Corporation and shall deposit the same in the name of the Corporation in such banking institution or institutions as the Board of Directors may designate and shall disburse funds of the Corporation as ordered and authorized by the Board of Directors or the President.  The Treasurer shall keep accounts of the receipts and disbursement and furnish an itemized statement of the same at meetings of the Board of Directors and at least annually to all members by regular mail, electronic communication or through the Club’s Newsletter (if such exists.)  The President or an assistant Treasurer, if any, shall in the absence or incapacity of the Treasurer, perform the duties of that office.

The Board of Directors shall determine whether a bond for the faithful performance of the duties of the Treasurer shall be required and the amount thereof, also whether an annual audit of the affairs of the Corporation shall be made by independent accountants. 

ARTICLE VIII – NEGOTIABLE INSTRUMENTS

Signature on Checks, etc:  All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Corporation by the Treasurer.  The Board of Directors will provide a Corporate Resolution to financial institutions through which the Corporation maintains accounts empowering the elected Treasurer to conduct such business.  

ARTICLE IX – PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

Section 1: No Member, Director, Officer, Employee,  or Member of a Committee or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the Corporate assets upon the Dissolution of the Corporation.

Section 2: All Members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine, subject to order of a Justice of the Supreme Court of the State of New York, exclusively to charitable, religious, scientific testing for public safety, literary or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE X – EXEMPT ACTIVITIES

Notwithstanding any other provision of these bylaws, no Member, Director, Officer, Employee or Representative of this Corporation  shall  take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they may exist or as they may hereafter be amended.

ARTICLE XI – AMENDMENTS

These Bylaws may be amended, added to or altered or repealed or new Bylaws may be adopted at a meeting of the members of the Corporation by a vote of at least a 2/3 majority of all the Members provided that notice of the proposed action to be considered and acted upon and stating the nature thereof, is inserted in a notice of said meeting. This notice of meeting and proposed action will be communicated by surface and/or electronic mail to the entire membership no later than 30 days prior to the scheduled meeting date. Said notice will indicate that either attendance at the meeting or an electronic/written response will be required to vote on the proposed action.  The lack of an electronic or written response or a failure to attend the meeting will be considered an Affirmative Vote on the proposed action.   

ARTICLE XII – INDEMNITY

To the extent and in the manner permitted by law, (a) The Corporation shall indemnify any person made a party to an action or proceeding by or in the right of the Corporation to procure a judgement in its favor, by reason of the fact that they, their testator or intestate, is or was a Director, Officer or Employee of the Corporation, against all reasonable expenses, including attorney’s fees, actually and necessarily incurred by them in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such person is adjudged to have breached their duty to the Corporation, and (b) The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgement in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, any Director, Officer or Employee of the Corporation served in any capacity at the request of the Corporation by reason of the fact that they, their testator or intestate was a Director, Officer or Employee of the Corporation, or served such other corporation in any capacity, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith, for a purpose which they  reasonably believed to be in the interests of the Corporation and, in criminal action or proceedings, in addition had no reasonable cause to believe that their conduct was unlawful.

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