Bylaws
of the
Austin-Healey Club USA
October 2007
PREAMBLE
To share our knowledge of, interest in, and enthusiasm for Healey marque automobiles;
to stimulate interest in and foster appreciation for Healey marque automobiles;
and to help our members to maintain, enjoy and preserve Healey marque automobiles,
we unite to form the Austin-Healey Club USA.
ARTICLE
I
THE NAME OF THE CLUB shall be "Austin-Healey Club USA", hereinafter
referred to as "the Club."
ARTICLE II
THE PURPOSE OF THE CLUB shall be as stated in the Preamble to these Bylaws.
To these ends, the Club shall:
A.
Serve as an information resource for members;
B.
Publish a magazine of general interest to members;
C.
Offer selected merchandise for sale to members;
D.
Facilitate technical assistance for members; and
E.
Facilitate contact between members.
F. Sponsor and promote the annual Healey Rendezvous
ARTICLE III
MEMBERSHIP ELIGIBILITY. Membership in the Club is open to anyone with an interest
in Austin-Healeys or other Healey marque automobiles. Ownership of an Austin-Healey
or other Healey marque automobile is not required.
ARTICLE
IV
TYPES OF MEMBERSHIPS. There shall be four types of memberships
in the Club: Regular Member, Associate Member, Board Member, and Lifetime Member.
A.
A Regular Member shall be any individual who applies for membership and pays membership
dues.
B.
An Associate Member shall be the spouse of any Regular Member.
C.
A Board Member shall be any Regular Member or Associate Member who is duly elected
to the Board in accordance with these Bylaws. In recognition of their service
to the Club, Board Members are exempt from paying dues as long as they serve on
the Board.
D.
A Lifetime Member shall be any person nominated and approved for Lifetime Membership
status by a unanimous vote of the Board of Directors. Lifetime Members are forever
exempt from paying membership dues.
ARTICLE V
GENERAL PRIVILEGES AND RESPONSIBILITIES OF MEMBERS shall include the following:
A.
Each member shall have one vote in Club elections.
B.
Each member shall be eligible to run for and hold positions on the Board of Directors,
except for those members with a conflict of interest as defined in Article XII
paragraph B.
C.
Each member, except Associate Members, shall receive the Club magazine.
D.
Each member shall conduct himself or herself in a manner which is a credit to
the interests and well-being of the Club, complying with these Bylaws and other
rules and regulations as may be prescribed by the Club.
ARTICLE
VI
THE TERM OF MEMBERSHIP will be one year. Membership begins from the date joined and ends one year
from the date joined.
ARTICLE
VII
MEMBERSHIP DUES shall be an annual fee prescribed by the Board
of Directors and may be changed from time to time as they may determine.
A.
New members must pay membership dues plus an initiation fee, if an initiation
fee is prescribed by the Board of Directors.
B.
Membership dues shall be payable to the Club. Renewal dues received after the
end of the membership period, plus a ninety-day grace period, will cause the member
to be considered a new member, thus incurring the initiation fee, if any.
C.
No member may be considered a member of the Club without payment of the annual
fee ("dues"), except under the provisions for Associate Members, Board Members,
and Lifetime Members.
ARTICLE VIII
SUSPENSION
AND EXPULSION OF MEMBERS. The Board of Directors may, by vote of at least eight
Directors, suspend or expel from the Club any member whose conduct is deemed to
be contrary to the interests and well-being of the Club or its members. A member
so suspended or expelled shall forfeit all privileges of membership and all rights
against the Club, and shall receive a prorated refund of dues.
A.
The Board of Directors shall set an effective date for an expulsion. The expelled
member shall receive at least 15 days' prior notice specifying the reason(s) for
the proposed action. The affected member may be heard, in writing only, at least
5 days before the effective date of the expulsion, by the Club president. The
president is authorized to make the final decision on whether the proposed expulsion
shall actually take place. An expelled member shall not ever again be eligible
for membership.
B.
The duration and effective date of a suspension shall be set by the Board of Directors.
The member shall receive at least 15 days prior notice specifying the reason(s)
for the proposed action. The affected member may be heard, in writing only, at
least 5 days before the effective date of the suspension, by the Club president.
The president is authorized to make the final decision on whether the proposed
suspension shall actually take place. At the end of the suspension period, the
suspended member may reapply for membership.
ARTICLE
IX
BOARD OF DIRECTORS. The Board of Directors shall exercise general
control and supervision of all affairs of the Club. The terms "Directors" and
"Board Members" are interchangeable, and the Board of Directors is composed solely
of the following eleven positions:
A.
President.
B.
Vice-President.
C.
Membership Director.
D.
Recording Secretary.
E.
Treasurer.
F.
Historian.
G.
Club Coordinator.
H.
Member-at-Large, Western Region.
I.
Member-at-Large, Mountain Region.
J.
Member-at-Large, Central Region.
K.
Member-at-Large, Eastern Region.
ARTICLE X
GENERAL DUTIES OF THE BOARD OF DIRECTORS.
A.
President: The President shall have general authority for the supervision, direction,
and control of the business and affairs of the Club. He/she shall call and preside
at all meetings of the Board of Directors. He/she shall have other such duties
as prescribed by the Board of Directors. The AHCUSA is the sponsor of, and, as such, AHCUSA provides Liability insurance and vigorously advertises and promotes the annual Rendezvous.
As such the AHCUSA President is the Chairman of the Rendezvous Council. The Council is made up a representative from each of the Western Clubs, i.e., AHOA BC, AHC Cascade, AHC Oregon, AHC Golden Gate, AHA So. Calif., AHC San Diego, AHC Bonneville, AHC Rocky Mountain and North Texas AHC. The Council Meets during the annual Healey Rendezvous for the purpose of determining which Club will host the Rendezvous two years out and beyond.
B.
Vice-President: The Vice-President shall, in the absence of the President, perform
all duties of the President. He/she shall also perform or oversee all duties associated
with ordering, stocking, processing, accounting for, selling and shipping of merchandise
offered by the Club. He/she shall have other such duties as prescribed by the
Board of Directors.
C.
Membership Director: The Membership Director shall receive and process all applications
for Club memberships and shall maintain a complete and accurate membership list.
He/she shall have other such duties as prescribed by the Board of Directors.
D.
Recording Secretary: The Recording Secretary shall keep a complete and accurate
record of the proceedings of Board Meetings, and shall publish and provide copies
of the records to the Board of Directors. He/she shall have other such duties
as prescribed by the Board of Directors.
E.
Treasurer: The Treasurer shall receive, keep, and pay out funds of the Club in
a manner approved by the Board of Directors, and shall provide periodic financial
reports. He/she shall also be responsible for the timely execution of all forms
and records related to taxes and corporate status. He/she shall have other such
duties as prescribed by the Board of Directors.
F.
Historian. The Historian shall receive, maintain and sell back issues of the Club
magazine. He/she shall have other such duties as prescribed by the Board of Directors.
G.
Club Coordinator: The Club Coordinator shall serve as a point of contact between
the Club and other clubs. He/she shall have other such duties as prescribed by
the Board of Directors.
H.
Members-at-Large: The four Members-at-Large shall serve as representatives at
Board meetings of the members in their respective regions. They shall have other
such duties as prescribed by the Board of Directors.
ARTICLE
XI
GENERAL AUTHORITIES OF THE BOARD OF DIRECTORS. The Board of Directors
shall have the authority to:
A.
Obligate and pay out the funds of the Club.
B.
Enter into contracts on behalf of the Club.
C.
Appoint persons and/or committees to perform specified functions for the Club.
D.
Designate Lifetime Members in accordance with Article IV.
E.
Appoint a Steering Committee in accordance with Article XII.
F.
Change these Bylaws in accordance with Article XV.
G.
Take other such actions as may be necessary for fulfilling the purposes of the
Club.
ARTICLE XII
ELECTION OF BOARD
OF DIRECTORS. The Board of Directors shall be elected by the membership. The elections
shall be conducted as follows:
A.
The Board of Directors shall each year appoint a Steering Committee for the purpose
of seeking candidates for Club offices and for organizing and conducting Club
elections.
1. The Steering Committee shall be composed of one or more members in good standing.
2. One member of the Steering Committee shall be designated as Steering Committee
Chair.
3. The Chair of the Steering Committee shall be responsible for overseeing all activities
of the Steering Committee, for seeking well-qualified candidates for Club office,
and for conducting elections in accordance with these Bylaws.
4. The Steering Committee shall not obligate or otherwise expend any Club funds without
the approval of the Board of Directors.
5. The term of appointment on the Steering Committee expires at the end of each calendar
year. Members of the Steering Committee may apply for and serve successive terms.
B. Candidates for the Board of Directors must be members in good standing and
must also meet the following requirements:
1.
Candidates for the Board of Directors must not have a conflict of interest. Determination
of a potential conflict of interest shall be made, by the Steering Committee,
on a case-by-case basis.
2.
Candidates for the Members-at-Large positions must actually reside in the geographical
area that they would represent. The geographical areas correspond to the four
time zones of the continental United States.
C.
No person may hold more than two Board positions at any time.
D.
In the event of a vacancy on the Board of Directors, the Board of Directors shall
appoint, by majority vote, a member in good standing to the vacant position.
E.
The Steering Committee shall provide each member with a ballot to vote for candidates
for the Board of Directors. The ballot may be a part of, or included with, the
Club magazine, or may be sent via separate correspondence. The Steering Committee
shall set a deadline date for the return of completed ballots that shall be at
least 30 days after the date of mailing of the ballots. The Board of Directors
shall be elected based on a simple majority vote among the ballots returned by
the deadline date.
ARTICLE XIII
TERM
OF OFFICE OF THE BOARD OF DIRECTORS. Directors shall serve a term of office of
one year, and may seek reelection as many times as they may desire. The term of
office is from January 1 to December 31.
ARTICLE
XIV
BOARD MEETINGS. Club business shall be conducted by the Board
of Directors at Board Meetings.
A.
The President shall have the authority to call and preside at Board Meetings.
B.
There shall be a quorum of at least six Directors at a Board Meeting before any
Club business may be conducted.
C.
Each Director shall have one vote. Any person simultaneously holding two positions
on the Board of Directors shall also have only one vote.
D.
A simple majority vote among a quorum of the Board of Directors shall be required
for the determination of Club business, except under the provisions of Article
IV Section D (designation of Lifetime Members), Article VIII (Suspension and Expulsion
of Members), and Article XV (Amendment of the Bylaws).
ARTICLE
XV
AMENDMENT OF THE BYLAWS. These Bylaws may be amended by the following
process only:
A.
At any Board meeting, the Board of Directors may approve amendment(s) to these
Bylaws with a minimum of eight Directors voting in favor of the amendment(s).
The amendment(s) then become(s) (a) "proposed amendment(s)."
B.
Following approval of proposed amendment(s) to these Bylaws, a notification of
the change shall be published in the Club magazine. The notification shall include
the entire text of the proposed Bylaws.
C.
The proposed amendment(s) shall then be reviewed by the members for a minimum
of 30 (thirty) days, during which time the Board of Directors shall receive and,
when appropriate, respond to member inquiries and comments regarding the proposed
amendment(s).
D.
After a 30-day membership review period, the Board of Directors shall again vote
on the proposed amendment(s). The proposed amendment(s) shall then become effective
only if again approved by a minimum of eight Directors.
|
About the Club 
