Bylaws

of the

  Austin-Healey Club USA

October 2007

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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.

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