As Amended: October 2007
CHESAPEAKE AREA ROADSTERS, INC.
A Maryland Nonstock Corporation
BYLAWS
ARTICLE I
Name and Purpose
SECTION 1. Name. The name of this corporation shall be Chesapeake Area Roadsters, Inc. (the "Corporation")
SECTION 2. Offices. The principal office of the Corporation shall be P.O. Box 91, Laurel, Maryland 20725-0091 or such other address as the Board of Directors shall determine in its sole discretion. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.
SECTION 3. Purpose. The Corporation is organized exclusively for, and at all times will be operated exclusively for a social and recreational club and charitable purposes as may qualify the Corporation as exempt from federal income tax under Section 501(c)(7) of the Internal Revenue Code, as now in force or afterward amended, or the corresponding provision of any future federal tax code ("§ 501(c)(7)"), as such purposes are set forth in the Articles of Incorporation of the Corporation, as amended from time to time. In addition, the Corporation may engage in any other activity that does not conflict with Section 501(c)(7) of the Code and is permitted under Maryland law regarding nonstock corporations, including but not limited to the following:
a) To create a social club to conduct any and all legal business in the state of Maryland that qualifies for tax exemption under IRC § 501 (c )(7);
b) that no part of the Corporation's net earnings will benefit any person having a personal and private interest in the activities of the Corporation; and
c) To have and to exercise to the extent necessary or desirable for the accomplishment of any of the aforesaid purposes, and to the extent that they are not inconsistent with the charitable purposes of the Corporation, any and all powers conferred upon nonstock corporations by the Maryland General Corporation Laws.
ARTICLE II
Members
The Corporation shall have members in addition to its Directors.
SECTION 1. Membership. Membership to the Corporation is open to all persons regardless of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, or disability. To qualify as a Member of the Corporation, the following requirements must be satisfied:
a) Members shall be at least eighteen (18) years of age;
b) possess a valid driver's license;
c) comply with the Maryland financial responsibility law or maintain legally required automobile insurance;
d) payment of annual membership dues;
e) ownership of a Mazda Miata vehicle is required for initial membership; and
f) membership shall be considered on a "per car" (not per couple) basis.
SECTION 2. Annual Meeting. The annual meeting of the members of the Corporation shall be held on a day duly designated by the board of directors, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.
SECTION 3. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the President, by a Vice President, or by a majority of the board of directors, and shall be called forthwith by the President, by a Vice President, the Secretary or any director of the corporation upon the request in writing of the majority of the members. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of the members shall be confined to the purpose or purposes stated in the notice of the meeting.
SECTION 4. Place of Holding Meetings; Remote Communication. All meetings of members shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the board of directors. Meetings may be held by means of conference telephone or similar remote communication by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting pursuant to this paragraph shall constitute presence in person at a meeting.
SECTION 5. Notice of Meetings. Notice stating the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which members may be deemed to be present in person and vote at such meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member of record. Unless a different manner of giving notice is prescribed by statute, notice shall be delivered in writing by mail or personal delivery, or by electronic transmission, provided that the member to whom the notice is electronically transmitted has consented to receive notice by electronic transmission. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid addressed to the member at the member's address as it appears on the records of the Corporation. If transmitted electronically, such notice shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the member has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the member of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the member. As used in these bylaws, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
SECTION 6. Quorum. The presence in person or by proxy of the members of record of a majority of the members of the Corporation shall constitute a quorum at all meetings of the members, except as otherwise provided by law, by the articles of incorporation or by these bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
SECTION 7. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
SECTION 8. Voting. At all meetings of the members, every member that is entitled to vote may have one (1) vote. Voting is determined on a "per car" basis. Therefore, if two people own one car, there will only be one vote per car. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such member or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the articles of incorporation, these bylaws, or any written agreement among the members of the Corporation.
SECTION 9. Action by Unanimous Written Consent. Unless otherwise provided by the articles of incorporation, any action required to be taken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, including, without limitation, writings transmitted by electronic mail or other electronic transmission, setting forth the action so taken, shall be signed by the members the Corporation and filed in the records of meetings ofthe Corporation's members.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the board of directors of the Corporation.
SECTION 2. Number and Term of Office. The number of directors of the Corporation which shall constitute the whole Board shall not be less than three (3) directors. The exact number of directors shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors. The directors shall be divided into three classes, as nearly equal in number as possible, with respect to the time for which they shall severally hold office. The class to which a director is elected will in the first case be determined by the number of votes received, so that the candidates receiving the most votes shall be elected to the longest terms. In the case of a tie, a run-off shall be conducted at the Annual Meeting. Directors of the First Class first chosen shall hold office for one year or until the first annual election following their election; directors of the Second Class first chosen shall hold office for two years or until the second annual election following their election; and directors of the Third Class first chosen shall hold office for three years or until the third annual election following their election; and, in each case, until their successors to the Class of Directors whose term shall expire at that time shall be elected to hold office for a term of three years, so that the term of office of one Class of Directors shall expire in each year. Each director elected shall hold office until his successor shall be elected and shall qualify.
SECTION 3. Election. Successor directors shall be elected at each annual meeting of the Board of Directors by the members.
SECTION 4. Removal. Any director may be removed from office, but only for cause, by the majority vote of the members entitled to vote at any special meeting of the Board of Directors called for that purpose or at any regular or annual meeting held before the expiration of such director's term.
SECTION 5. Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant.
SECTION 6. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the state of Maryland, at such place or places as they may from time to time determine by resolution or by, written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the applicable provisions of the Corporations and Associations Article of the Annotated Code of Maryland.
SECTION 7. Regular Meetings and Annual Meeting. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be delivered to each director in writing or by electronic transmission at least three (3) business days before the first meeting held pursuant thereto. The Annual Meeting of the Board of Directors shall be held in the month of September or on such other date as the Board may designate in its sole discretion.
SECTION 8. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by delivering the same in writing or by electronic transmission at least three (3) business days prior to the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.
SECTION 9. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these Bylaws.
SECTION 10. Required Vote and Unanimous Written Consents. Unless otherwise expressly provided in these Bylaws, the Board of Directors may take action by affirmative vote of the majority of the directors present at the meeting, provided that a quorum is present. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting by unanimous written consent of the directors.
SECTION 11. Presiding Officer. All meetings of the Board of Directors shall be presided over by the President. If the President is not present, the directors at the meeting shall elect a President for purposes of such meeting. If the Secretary is not present, the President shall appoint a Secretary of the meeting.
SECTION 12. Compensation. No director shall either receive or be paid any compensation or payment, except by resolution of the Board of Directors and only as a reasonable allowance for expenditures or services actually made or rendered to or for the Corporation.
ARTICLE IV
Officers
SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and such other officers including one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The President, Secretary, Treasurer, and any Vice President(s) shall be elected by the Board of Directors at each Annual Meeting and shall serve for at the pleasure of the Board of Directors.
Any two or more of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation, if any, shall be fixed by resolutions adopted by the Board of Directors.
In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these Bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these Bylaws.
Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the Board of Directors, and any such officers, agents, and employees, shall hold office at the discretion the Board of Directors.
SECTION 2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. The President shall preside at all meetings of the Board of Directors. The President shall be a member ex -officio of all standing committees.
The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall do and perform such other duties as may, from time to time, be assigned by the Board of Directors.
SECTION 3. Powers and Duties of the Vice President. The Vice President, and any additional Vice President appointed by the Board of Directors in its sole discretion (unless otherwise provided by resolution of the Board of Directors), may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President, and the taking of any action by the Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.
SECTION 4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Directors and all other notices required by law or by these Bylaws, and in case of the Secretary's absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors upon whose written request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the directors in books provided for that purpose, and shall perform such other duties as may be assigned by the directors or the President. The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.
SECTION 5. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, whenever either of them so requests, an account of all the Treasurer’s transactions and of the financial condition of the Corporation.
The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of office and for the restoration to the Corporation in case of the Treasurer's death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in the possession or under the control of the Treasurer that belong to the Corporation.
The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
SECTION 6. Assistant Secretary. The Board of Directors in its sole discretion may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.
SECTION 7. Assistant Treasurer. The Board of Directors in its sole discretion may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.
SECTION 8. Compensation. No officer shall either receive or be paid any compensation or payment, except by resolution of the Board of Directors and only as a reasonable allowance for expenditures or services actually made or rendered to or for the Corporation.
ARTICLE V
Corporate Seal
In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of organization and the word "Maryland". Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.
ARTICLE VI
Bank Accounts and Loans
SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.
SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board or Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all bonds, rights and interests of any kind in or to bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to reply upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.
ARTICLE VII
Reimbursements
Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Board of Directors, proportionate amounts may be withheld from future compensation payments until the amount owed to the Corporation has been recovered.
ARTICLE VIII
Miscellaneous Provisions
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December.
SECTION 2. Notices. Whenever notice is required to be given to any director or officer under the provisions of these Bylaws, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each officer or director at such address as appears on the books of the Corporation, or in default of any other address, to such director or officer at the general post office in Baltimore City, Maryland, and such notice shall be deemed to be given at the time the same shall be thus mailed. Notice may also be given in any other manner expressly permitted in other sections of these Bylaws. Any director or officer may waive any notice required to be given under these Bylaws.
SECTION 3. Interpretation. The Board of Directors shall interpret these Bylaws.
ARTICLE IX
Amendments
Any amendment to these Bylaws shall be approved by a two-thirds majority vote of the Board of Directors. Notice of such proposed amendments shall be mailed to all directors at least fifteen (15) days prior to any meeting at which the amendment will be put to a vote by the Board of Directors.
ARTICLE X
Indemnification
SECTION 1. Definitions. As used in this Article X, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the "Indemnification Section") shall have the same meaning as provided in the Indemnification Section.
SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent pemlitted by and in accordance with the Indemnification Section.
SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.