BYLAWS OF THE
FINGER LAKES REGION
SPORTS CAR CLUB OF AMERICA, INC.
WHEREAS the FINGER LAKES REGION SPORTS CAR CLUB OF AMERICA,
INC. (“Club”) approved bylaws on July 9, 1981, with revisions on October 3, 1988,
November 6, 1991 and November 7, 2009; and
WHEREAS the Club desires to amend and restate the bylaws;
NOW, THEREFORE, the Club amends and wholly restates the bylaws to read as
I. NAME AND PURPOSE
A. The name of the Club shall be the FINGER LAKES REGION SPORTS
CAR CLUB OF AMERICA, INC.
B. The purpose of the Club shall be to promote the welfare of the community
as follows: the promotion of local and national amateur sports competitions and
exhibitions; participation in and conduct of competition events; the promotion of
ownership, operation and preservation of sports cars; holding driver education events;
cooperation with similar clubs and groups.
C. The corporate seal shall be circular in form, being inscribed with the name
of the Club, the year of its incorporation and the word “New York.” The Secretary, with
the approval of the President or Treasurer, may change the form of the seal at any time.
II. MEMBERSHIP AND DUES
A. The original members of the Club constituted all members in good
standing of the Western New York Region Sports Car Club of America, Inc. residing in
the State of New York, Counties of Allegheny, Genesee, Livingston, Monroe, Ontario,
Orleans, Seneca, Steuben, Wayne, and Wyoming.
B. Current membership in the Club shall be restricted to members of the
Sports Car Club of America, Inc. (“SCCA”) who designate the Finger Lakes Region as
their local region.
C. Annual regional dues shall be set by the Board of Directors. If no change
in the amount of dues is made by the December board meeting preceding the year end,
then dues shall remain as they were for year ending.
D. Termination of Membership:
1. Regional membership will automatically lapse for non-payment of
dues if national membership in the SCCA has lapsed for non-payment of dues.
Regional membership will also lapse for non-payment of regional dues at the end of 90
days after being billed.
2. Any member may be suspended until the next annual meeting for
infraction of the Club rules by vote of a majority of the Board of Directors of the Club or
for other cause if a majority of the Board of Directors deems the suspension to be in the
best interest of the Club. Upon suspension, the member will be informed in writing and
will be given a reasonable opportunity to be heard regarding the suspension.
3. Any suspended member may be presented at the next annual
meeting for expulsion and shall be expelled if a majority of the members present and
voting shall vote to expel the member. The vote shall be by secret ballot.
4. Any member may resign by written letter to the Secretary. The
resignation shall be effective upon receipt, provided all debts to the club have been
III. MEETING OF THE MEMBERS
A. Regular meetings of the membership shall be held monthly, or as
otherwise scheduled by the Board of Directors. Meetings shall include reports of
officers and committees and other such business as may come before the meeting.
B. The annual meeting of the members shall be held at the regular meeting
in December of each year for election of directors and officers.
C. Special meetings of the members may be called by the Regional
Executive, or by a majority of the Board of Directors.
D. A written or printed notice stating the place, day, hour and purpose of the
annual meeting of the members and special meetings shall be given by the Secretary at
least 10 days before these meetings. Notice shall be sent to each member by mail or
email to the address appearing on the records of the Club.
E. A quorum shall consist of the members present at regular, special, or
F. All actions not otherwise specifically detailed in these bylaws shall be by
majority vote of those board members present.
IV. CLUB ADMINISTRATION
A. The administration of the Club shall be by the Board of Directors. The
Board of Directors shall consist of the officers and directors whose election,
qualification, duties and term of office are set forth below.
B. Each member of the board of Director shall have one vote.
C. A Quorum of the Board of Directors shall be a majority of the then existing
members of the Board of Directors.
D. The elected officers of the Club shall be the Regional Executive who will
function as President; the Assistant Regional Executive who will function as Vice
President; Secretary, Treasurer, and Activities Director. They shall serve for two year
terms, with a maximum of four consecutive years of service in the same role. The past
Regional Executive shall attend board meetings for one year following the election of a
new Regional Executive, but shall have no vote and shall serve only in an advisory
E. In addition, there shall be four elected directors. Each director shall serve
a two year term, with a maximum of four consecutive years of service. The elections
shall be staggered, with two directors running for office each year.
F. Candidates for officers and directors shall be selected by a nominating
committee and presented to the board for approval prior to annual elections.
G. Additional nominations for officers and directors may be made in writing to
the Secretary by petition of not less than five members of the Club, and submitted at
least 30 days prior to the annual meeting.
H. Candidates shall have been a member of the Club and SCCA Inc.
continuously for at least two years prior to qualifying to run for office. Membership shall
be deemed to have begun as of the date the member’s application is received by the
Club’s membership volunteer.
I. The officers and directors shall be those nominees duly elected by
majority vote of the members present in person or by proxy at the annual meeting.
Voting shall be by secret ballot.
J. In the event of a vacancy among the Officers or Directors, the Board of
Directors may appoint an acting officer or director to serve for the remaining service
period of the vacated position. The appointee shall have the full authority of their
position and, in the case of an acting director, the period of appointment shall not be
regarded as a term in office for re-election purposes.
K. The duties of the Officers and Directors shall be as follows:
1. The Regional Executive shall preside at the meetings of the Club
and Board of Directors, shall set the agenda for those meetings, and shall be the
primary point of contact between the Club and SCCA, Inc. The regional executive is
authorized to sign contracts and checks on behalf of the Club.
2. The Assistant Regional Executive shall perform the duties of the
Regional Executive in his or her absence, and shall assist the other officers as required.
3. The Secretary shall attend all meetings of the members and Board
of Directors and shall record all the votes and minutes of those meetings. The
Secretary shall ensure that notice of all meetings of the members and votes by the
members are communicated to the membership.
4. The Treasurer shall have custody of all money, debt, and
obligations belonging to the Club. They shall receive money from the Club and deposit
it in the Club account. The Treasurer is authorized to sign contracts and checks on
behalf of the club. The Treasurer shall give a report on the financial status of the Club
at the annual meeting, and when requested, at the Board Meetings and Membership
Meetings. No obligations, debt or other liability shall be incurred by the Treasurer
without the specific prior approval of the majority of the Board of Directors.
5. The Activities Director shall coordinate the Club’s calendar and
carry out a balanced program of activities for the year.
6. The Officers and Directors shall set financial policies from time to
time which authorize individuals to enter into contracts and make payments.
1. The Nominating Committee shall be appointed prior to July 1 of each year
by the Board of Directors. None of the members shall be on the Board of Directors, with
the exception of officers leaving office at the end of the year. The names of the
members of the nominating Committee shall be announced after August 1. The
Committee shall submit, in writing, the names of the candidates for election as officers
and directors to the Board of Directors for approval. Following approval, the names of
the candidates shall be published in the November issue of Top End prior to the annual
meeting so that the membership may make an informed vote.
2. The Board of Directors may at any time appoint standing committees to
act with respect to unique matters.
VI. FISCAL YEAR
A. The fiscal year shall be the calendar year.
VII. AMENDMENT OF BYLAWS
A. The Board of Directors of the Club, or any 10 members, may by written
petition submitted to the Secretary, propose amendments to the bylaws.
B. Upon such proposal being made, a copy shall be included in the notice of
the next meeting of the members, together with a proxy proposal.
C. A vote shall be taken not less than 10 days nor more than 50 days
following notification to the general membership.
D. These bylaws may be amended by a two-third majority vote of the
members present at the meeting at which the vote is taken, either in person or by proxy.
VIII. REGIONAL TROPHIES AND AWARDS
A. Eligibility to receive annual year end awards shall be confined to members
of the Club.
B. Eligibility to receive regional competition awards shall be confined to
The masculine gender, whenever used herein, shall include the feminine, the
feminine shall include the masculine; the neuter shall include both the masculine and
feminine; and the singular shall include the plural wherever necessary or appropriate.
MARCUS W. KROLL, ESQ.