MWK 2/13/2016

 

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 

follows:

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. 

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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 

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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 

paid.

 

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. 

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E. A quorum shall consist of the members present at regular, special, or 

annual meetings. 

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 

capacity. 

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. 

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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. 

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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.

 

V. COMMITTEES 

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 

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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. 

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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 

SCCA members.

 

IX. GENDER 

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.

 

Dated: 1/14/2016

___________________________ 

MARCUS W. KROLL, ESQ. 

Secretary