BYLAWS FOR THE SAN DIEGO JAGUAR CLUB (Nov. 2016)

BYLAWS FOR THE SAN DIEGO JAGUAR CLUB (Nov. 2016) ARTICLE I - NAME, OFFICES, AGENT, & CONSTRUCTION Section 1.01. Name. The name of the organization is SAN DIEGO JAGUAR CLUB (referred to herein as SDJC ). Section 1.02. Principal Business Office. The principal business office for the transaction of the activities and affairs of the SDJC is located at the home of the current Treasurer. Section 1.03. Agent For Service Of Process. The SDJC s agent for service of process shall initially be the Treasurer, but may be changed by a majority vote of the Board. Section 1.04. Construction. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Law shall govern the construction of these Bylaws. ARTICLE II - NATIONAL ASSOCIATION Section 2.01. National Affiliation. The SDJC shall endeavor to become and to continue to be an affiliate club of the national Jaguar Clubs of North America (referred to herein as JCNA ). Once that is accomplished, the Members of the SDJC shall be affiliated with and enrolled as Members of the JCNA as set forth in the JCNA Bylaws. Section 2.02. Relationship to JCNA Governing Documents. If there are any inconsistencies between these Bylaws and either the Bylaws of the JCNA or the JCNA Group Agreement as defined in Article III, Section 4 or any successor provision, the JCNA Bylaws or JCNA Group Agreement shall control, if necessary, to maintain the JCNA Group Agreement. In addition, the SDJC shall, at all times, operate in accordance with the general policies established by the JCNA. ARTICLE III - PURPOSES Section 3.01. Activities. To provide organizational, social, and automobile-related activities for Jaguar owners and enthusiasts in the San Diego area. 1

Section 3.02. Interest & Relationships. To further interest in ownership and possession of the Jaguar automobile, to foster a favorable relationship with the general public and our members, and to promote and demonstrate driving proficiency and safe driving habits in accordance with the laws of the State of California. Section 3.03. Source of Information. To be a source of technical information and servicing advice for use by Members in the proper and economical operation and maintenance of their Jaguars. Section 3.04. Rallies and Racing. To further interest and participation in Jaguar rally and racing activities. Section 3.05. Preservation & Restoration. To encourage the preservation and/or restoration of older Jaguars. Section 3.06. In General. In the context of the foregoing general purposes, the SDJC may engage in any lawful act or activity for which an organization may be organized under the California Mutual Benefit Corporation Law. However, the SDJC shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the general purposes stated above. ARTICLE IV MEMBERSHIP Section 4.01. General. Race, religion, color, creed, gender, or sexual orientation will not be the basis for acceptance or denial of membership. Section 4.02. Membership Categories. Section 4.02.1. Charter Members. Charter Members were those persons who were in attendance at the inception and organization of the Jaguar Automobile Club, at the Mexican Village restaurant in Coronado, California March 6, 1959, and all persons who paid membership fees to said organization prior to May 1, 1959. Section 4.02.2. Voting Members. A Voting Member of the SDJC must be the owner of an eligible Jaguar automobile, as defined in Section 4.03, below, and must pay both the annual SDJC and JCNA membership fees. Voting Members have voting rights and are enrolled as Members 2

of JCNA. On the date a Voting Member no longer owns an eligible Jaguar automobile that Voting Member automatically reverts to Associate Membership status. Section 4.02.3. Associate Members. Associate Members are those Members who do not currently own an eligible Jaguar automobile as defined in Section 4.03, below. Associate Members cannot serve on the Board in any capacity and may only vote on those matters pertaining to membership fees. If an Associate Member becomes the owner of an eligible Jaguar automobile and if the Associate Member s SDJC and JCNA membership fees are then current, the Associate Member automatically becomes a Voting Member on the date when the eligible Jaguar automobile is acquired Section 4.02.4. Honorary Members. The Board may vote to bestow Honorary Memberships on Voting Members or Associate Members with at least twenty-five (25) years, in total, of membership in the SDJC, whom it chooses to honor for exceptional and/or prolonged service to the SDJC. Members so recognized will be exempted from paying regular SDJC and JCNA dues. SDJC will pay the annual JCNA fee for all Honorary Members. Section 4.02.5. Young Enthusiasts Members. Consistent with the JCNA Bylaw, the SDJC shall also recognize Young Enthusiast Members who are twenty-five (25) years of age or younger. These Young Enthusiast Members shall be entitled to all of the rights and privileges of either a Voting Member or an Associate Member, but shall only be required to pay the current reduced SDJC membership fee and the current reduced membership fee required by the JCNA. Section 4.03. Eligible Jaguar Automobiles. Jaguar cars which qualify applicants for Voting Membership are: Section 4.03.1. JCNA Classified. JCNA classified production or special production model Jaguars powered by Jaguar engines. Section 4.03.2. Alternately Powered. Alternately powered Jaguars which have otherwise been maintained to near original appearance standards. Section 4.03.3. Custom & Replicas. Custom-bodied automobiles or Jaguar replicas utilizing Jaguar components and Jaguar engines. 3

Section 4.04. Membership Process. To become a Member, a prospective Member must: Section 4.04.1. Application & Dues. Submit an SDJC application form and pay the dues then established by the SDJC and JCNA. Section 4.04.2. Approval By The Board. Be approved by majority vote of the Board present at a Regular Board Meeting. Section 4.05. Membership Duration, Dues Payment, & Renewal. Section 4.05.1. Calendar Year Duration. All memberships are based on the calendar year and must be renewed annually between December 15 and February 1 of the following calendar year. Reminders to renew memberships and pay dues will appear in the SDJC monthly electronic newsletter. Timely payment of dues for both the SDJC and JCNA is a necessary requirement for a Member to continue an active association with the SDJC. Section 4.05.2. Manner of Payment. Dues shall be paid at any SDJC meeting or event, online, or by mail to the SDJC Membership Chairperson or such other person as may be designated by the Board. Section 4.05.3. Delinquency. Membership renewal and payment of dues become delinquent after February 15 or such other date set by the JCNA. Section 4.05.4. SDJC Membership Directory. The SDJC Membership Directory shall be published on the SDJC website secure Club Members Page and updated monthly. Section 4.05.5. Proration of Fees. Fees for new Members may be prorated at the Board s discretion. Section 4.06. Termination of Membership. A membership shall terminate on occurrence of any of the following events: Section 4.06.1. Resignation from the JCNA. Resignation of the Member from the JCNA. 4

Section 4.06.2. Termination by the JCNA. If a Member has his or her membership in the JCNA terminated by the JCNA for any reason, that Member shall also have his or her membership in the SDJC terminated as of the date the JCNA membership is terminated. Section 4.06.3. Resignation from the SDJC. Resignation of the Member from the SDJC. Section 4.06.4. Failure to Pay Dues. The Member s failure to pay dues, fees, or assessments within the time allowed as set by either the SDJC or the JCNA. Section 4.06.5. Termination by the Board. Termination of membership based on the good faith determination by a majority of the Board, that the Member has engaged in conduct materially and seriously prejudicial to the SDJC s purposes and interests. Termination under this provision shall occur only upon the giving of a fifteen (15) day prior notice of termination and the reasons therefore. The Member to be expelled shall then have the opportunity to be heard, orally or in writing, by the Board at any time, but no less than five (5) days before the proposed effective date of termination. Notice may be given by any method which is reasonably calculated to provide proper and sufficient notice to both the Member and the Board. Any notice given by mail must be given by firstclass or registered mail and sent to the last address of the Member shown on the SDJC Membership Directory. No refund of membership fees, prorated or otherwise, shall be due to a terminated Member. Any amounts due from the terminated Member for participation in SDJC activities or events shall be immediately due and payable upon notice of termination. Section 4.06.6. Death of a Member. Death of the Member, unless there is a surviving spouse in which case membership shall continue until otherwise terminated as provided in these Bylaws. Section 4.07. Nontransferability. Except as provided in Section 4.06.6, above, no membership may be transferred. Section 4.08. Family Memberships. Consistent with the provisions of the JCNA Bylaws, a married couple or an individual and a significant other, in each case residing in the same household, shall collectively be considered a Family Membership and shall have one (1) vote for all matters on which a vote is required or held. In addition, a termination under this Article of one (1) member of a Family Membership shall terminate the membership of the other member of the Family Membership as well. 5

ARTICLE V - OFFICERS AND BOARD MEMBERS Section 5.01. General Powers. Subject to the provisions and limitations of the California Mutual Benefit Corporation Law, and any other applicable laws, the SDJC s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors (referred to herein as the Board ). Section 5.02. Specific Powers. Without prejudice to the general powers set forth in Section 5.01, above, but subject to the same limitations, the Board, by majority vote of the Directors present at a Regular Board Meeting or at any special meeting, shall have the power to do the following: Section 5.02.1. Appoint Officers, Agents, & Employees. The Board shall be entitled to appoint and remove, at the pleasure of the Board, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the laws of the State of California, the Articles of Incorporation of the SDJC, and these Bylaws; fix their compensation; and require from them security for faithful service. Section 5.02.2. Change the Principal Business Office. The Board shall be entitled to change the principal business office from one location to another within San Diego County and conduct its activities inside or outside of California. Section 5.03. SDJC Board. The Board shall consist of at least five (5), but no more than eleven (11) members unless changed by amendment to these Bylaws. The exact number of Directors shall be fixed, within those limits, by a resolution adopted by the Board. Any reduction of the authorized number of Directors shall not result in any Director being removed before his or her term of office expires. The only qualification to be a Director is to be a Voting Member in good standing. Section 5.04. Board Members. The SDJC shall have the following Board Members: Section 5.04.1. Immediate Past President. The outgoing President shall serve as Immediate Past President for one (1) year and shall be a member of the Board for that one (1) year period. Section 5.04.2. Officers. All currently acting Officers listed in Section 5.05, below, shall be members of the Board while in office. 6

Section 5.04.3. Directors. In addition, four (4) Directors shall be elected for a three (3) year term each. The terms of Directors shall be staggered such that the term of only one (1) Director shall expire each year, except in the case of the 3 rd and 4 th directors, whose terms shall both expire the same year. Section 5.05. Officers. The SDJC shall have the following Officers: Section 5.05.1. President. The President shall be elected each year to serve for a one (1) year term. No President can serve more than two (2) consecutive years. To be eligible for the office of President, the Voting Member must have served at least one (1) full year on the Board. Section 5.05.2. First Vice President. The First Vice President shall be elected each year for a one (1) year term. Section 5.05.3. Second Vice President. The Second Vice President shall be elected each year for a one (1) year term. Section 5.05.4. Secretary. The Secretary shall be elected each year for a one (1) year term. Section 5.05.5. Treasurer. The Treasurer shall be elected each year for a one (1) year term. Section 5.05.6. Newsletter Editor. The Newsletter Editor, once elected, shall remain in office until either removed by the Board at its discretion or when the Newsletter Editor resigns. Section 5.05.7. Webmaster. The Webmaster, once elected, shall remain in office until either removed by the Board at its discretion or when the Webmaster resigns. Section 5.06. Officers Responsibilities & Duties. Section 5.06.1. The President. The President shall be the principal executive officer of the SDJC and, with the support and assistance of the other Officers, shall be responsible for pursuing the purposes of the SDJC and abiding by these Bylaws and the policies established by the Board. 7

Section 5.06.2. The First Vice President. The First Vice President shall assume the duties of the President in the absence of the latter, and shall undertake such other duties, including but not limited to activities or events, as the President may assign to him or her. Section 5.06.3. The Second Vice President. The Second Vice President shall assume the duties of the First Vice President in the absence of the latter or the duties of the President in the absence of both the President and the First Vice President, and shall undertake such other duties, including but not limited to membership, as the President may assign to him or her. Section 5.06.4. The Secretary. The Secretary shall be responsible for the SDJC s correspondence, the maintenance of the SDJC's records, and the maintenance and timely submission of complete and accurate minutes of all Board Meetings to the Board and, after approval by a majority vote of the Board, for publication to the membership in the SDJC monthly newsletter or by other electronic means Section 5.06.5. The Treasurer. The Treasurer shall be the custodian of the SDJC's funds, shall handle all receipts and disbursements, and shall maintain all necessary records in connection therewith. A summary sheet of all SDJC income, expenditures, and account balances shall be provided to any Member on request and shall be published on the SDJC website secure Club Member s Page. The Treasurer shall also be responsible for any and all annual tax filings with either the Federal or California agencies necessary to maintain the SDJC s status as an active corporation and to avoid any penalties or additional fees. Section 5.06.6. The Newsletter Editor. The Newsletter Editor shall produce a monthly newsletter called the Jaguar Tracks for the benefit of the Members designed to convey coverage of past, present, and future club events and interests, and other items of interest to the Members. This monthly newsletter is designed to satisfy the requirements of Article III, Section 2 of the JCNA Bylaws pertaining to a newsletter or other publication at regular intervals. Section 5.06.7 The Webmaster. The Webmaster shall be responsible for maintaining the SDJC website, and ensuring the web servers, hardware, and software are operating correctly. Additional duties shall encompass designing the website, generating and revising web pages, managing website access rights, and managing member and privateparty classified ads. The Webmaster shall also maintain the online payment process. 8

Section 5.06.8. All Elected Officers. All elected Officers are responsible to the Board and to the membership and will report regularly to the membership at SDJC meetings and through the monthly newsletter. Section 5.07. Board Member Meeting Attendance. Any Board Member absent from three (3) Regular Business Meetings in succession, without providing or having provided an explanation acceptable to the Board, may, thereafter, be removed from the Board by majority vote of the remaining Members of the Board present at a scheduled business meeting. Section 5.08. Committee, Activities, & Function Appointments. Section 5.08.1. Appointments. The President, with the consent of the Board, may create, make appointments to and/or abolish such committees or activities as may be expedient for furtherance of the SDJC's objectives. No committee or activity established by the President shall continue in existence beyond the expiration of the President's term of office without the specific consent of the Board and the new President. Committee positions should be assigned and filled in January of each year. Section 5.08.2 Activities and Functions. Without limiting the language found in Section 5.08.1, above, Chairpersons or Coordinators may be assigned to the following SDJC activities and functions: a. British Car Club Council j. Mentorship b. Concours k. Slalom c. Dinners l. Rallies d. Photographer m. San Diego Auto Museum e. Door Prizes/Raffles n. Tech Sessions f. Election o. SDJC Historian g. Chief Judge p. Logowear h. Membership Directory r. Property i. Dealer Display Note: Every effort should be made to fill these positions from within the general membership before assigning Officers or Board Members. 9

Section 5.08.3. Activity Guidelines. These Bylaws do not include specific rules or guidance for running committees, activities, or functions. It is, however, expected that each person serving in one of these positions will prepare and/or update formal written how to and lessons learned instructions for use by themselves and by their successors. Instructions will be posted on SDJC website secure Board Members Page. ARTICLE VI ELECTION OF OFFICERS AND BOARD MEMBERS Section 6.01. Nomination and Election Process. Annually, the Election Chair will develop a list of nominees to fill expected vacancies. The election will occur as follows: Section 6.01.1. September. Nominations of Voting Members will be solicited from the general membership by an announcement in the monthly newsletter to fill each vacancy. Section 6.01.2. October. The Election Chairperson will publish the slate of nominees in the October issue of the electronic newsletter. Section 6.01.3. November. Ballots will be handed out to voting members at the November General Membership Meeting. Voting will be closed and votes will be counted at the meeting by the Secretary and two (2) Members at large OR (2) two other Officers or Directors selected by the President. Those individuals receiving the highest number of votes for each vacancy shall be elected. Section 6.02. Election Results and Assumption of Office. Results of the election shall be announced at the November General Membership Meeting. Those elected shall take office on the following January 1 and shall serve for a term as covered in Sections 5.04 and 5.05 above. Section 6.03. Filling Board Vacancies. The President shall, if the number of serving Directors falls below four (4), call for nominations from the Board to fill enough of the vacancies to at least get the Board back to the required minimum of four (4) Directors. Once nominations are closed, a vote by the Board shall be held and the individual or individuals, as the case may be, receiving the most votes from the Board for the vacant position(s) on the Board shall be elected to the Board to serve until the end of the term for that vacancy. 10

Section 6.04. Filling Officer Vacancies. The President shall, if any office described in Section 5.06, above, becomes vacant, call for nominations from the Directors to fill the vacancy. Once nominations are closed, a vote by the Board shall be held and the individual receiving the most votes for the vacant office shall be elected to the vacant office to serve until December 31 following this election. ARTICLE VII MEETINGS Section 7.01. Annual General Membership Meetings. The SDJC membership shall be invited to meet annually in the month of November at such time or place as may be determined by the President and at such other times and places as may be deemed necessary by the President. Section 7.02. General Membership Meeting Quorum. Attendance by at least ten percent (10%) of the Voting Members shall be a quorum for the General Membership Meeting. Section 7.03. Board Meetings. Section 7.03.1. Regular Board Meetings. Regular business of the SDJC shall be conducted by the Board each month at a Board Meeting held no later than the second Wednesday of each calendar month at a place and time set by the President. Section 7.03.2. Special Board Meetings. Special meetings of the Board, either in person or online, may be scheduled as the President deems necessary. Proper notice of the date and time of special meetings must be given as provided in the California Corporation Code. Special meetings of the Board may be announced by any means authorized by the applicable provisions of the California Corporation Code. Section 7.03.3. Member Attendance. Any Member in good standing is invited to attend any meeting of the Board. Should a Member have a specific item of business to bring before the Board, he or she should give prior notice to the President concerning the nature of the business to be discussed. Section 7.03.4. Conduct at Meetings. While not mandatory, Robert s Rules of Order format is recommended for the conduct at all SDJC Business. SDJC meetings shall always be conducted in a formal manner with equal time given to any who wish to provide constructive input. The President shall prescribe the specific method to be used. 11

Section 7.04. Board Meeting Quorum. Attendance by at least fifty percent (50%) of the then active Directors shall be a quorum for any Board meeting. Section 7.05. Board Action Without A Meeting. The Board may take action without a meeting provided the Board s consent to such action is unanimous and documented. Each Director s consent may be obtained in writing by fax, or email. ARTICLE VIII FEES AND FINANCES Section 8.01. Use of Fees. SDJC membership fees shall only be used to cover the operations costs of the SDJC as delineated in Article III, above. Section 8.02. Financial Management. Fees and other monies held shall be safeguarded and used consistent with normal good business practices. All expenditures in excess of $100.00 must be preapproved by a majority of Board present at the meeting of the Board at which the expenditures are discussed or provided online. Section 8.03. Annual Report. The Newsletter Editor shall place a notice in the Club s electronic newsletter, within the time permitted by law, stating that an Annual Report is available by request. Section 8.04. Membership Fee Changes. Increases in the annual SDJC membership fee must be approved both by a majority of Board and by two-thirds of all Members present at the Annual General Meeting. ARTICLE IX CLUB ASSETS AND EQUIPMENT Section 9.01. Club Assets and Equipment. All Club assets and equipment must be properly accounted for, stored in a secure location, and maintained in proper working order. The President will assign accountability for Club assets, equipment and trophies to a member of the Club. An inventory will be conducted and reported to the Board annually. 12

ARTICLE X AMENDMENTS Section 10.01. Amendments. Amendments to the Bylaws must be proposed in writing and submitted to the membership at least one (1) month prior to the vote on the proposed amendment by email, by letter, or by insertion of the proposed amendment in the monthly newsletter. Action relating to the proposed amendment shall be voted on by mail ballot or at the next General Membership Meeting. A majority vote of the Voting Members, if voting is by mail or email or a majority of the Voting Members present at the General Membership Meeting, shall be required for adoption. Notwithstanding this Section, any amendment that changes membership fees shall be voted on by all Members as required by Section 8.04, above. 13