Effective January 1, 2015
ARTICLE I: NAME
The name of this corporation shall be Southern California Viper Club.
ARTICLE II: CORPORATE PURPOSE
Southern California Viper Club (“the Club”) is a non-profit corporation operating exclusively for social purposes within the meaning of Section 501 (c)(7) of the Internal Revenue Code. The objective of the Club is to promote the enjoyment and preservation of the Dodge/SRT Viper by offering a year round program of events and activities to all subscribing members while preserving the history of the Viper and the club itself. Leadership and members of the Club shall promote and encourage Viper owners to join in this effort.
ARTICLE III: MEMBERSHIP
Section 1: Membership Qualifications
General Membership in the Club shall be limited to anyone who is a current registered owner of a Dodge/SRT Viper automobile. Membership rights include full access to all Club activities, National Club events, insurance related to the activities, associated publications, giveaways, opportunity drawings, awards, voting, and participation in leadership positions. Certain membership activities may be extended to immediate family members.
General Club Membership shall be determined by the National Club, the Viper Owners Association (“the VOA”), which requires a valid Vehicle Identification Number (VIN) registered in the applicant’s name on the DMV registration form at the time of registration or renewal. Membership privileges may be jointly verified by the VOA and by the Club to determine eligibility of the applicant.
Club membership shall be for a period of 12 months aligning with calendar years. Membership dues are paid directly to the VOA, who then forwards 50% of the dues back to our regional Club. If a member sells their Viper and does not replace it with another Viper, their membership will expire at the end of the calendar year.
Section 2: Dues
The VOA sets annual dues prior to October, payable by December 31 st , for the following year. Notice of this amount will be sent to the members from the VOA. As a courtesy, the Club may send out renewal notices, however, it is the responsibility of the individual member to renew their own club membership. Once dues are paid, the member shall be considered a member in good standing and eligible for benefits as described in Article III, Section 1 unless prior disciplinary action is applicable. The Club will make an effort to remind any member who has not paid their dues by mid-January that their membership will be terminated the end of January and Club communications may not be conveyed if their renewal is not completed by that date.
Section 3: Membership Responsibilities and Conduct
Members shall promote the enjoyment of the Viper, the Viper experience and the Club at all times. Members and their guest(s) shall conduct themselves so as not to disparage the Club as a whole, its individual members or the VOA. Proper conduct is expected at all events locally, regionally and nationally and through any communication methods including social media. Members and their guest(s) are expected to adhere to this policy.
The Board will review any breach of conduct, with a decision rendered within ten (10) days of notification of the incident. Members and their guest(s) may be warned, receive an official notification in writing, be put on probation for six months or be expelled from the Club depending upon the severity of the conduct breach. If the conduct continues, members and their guest(s) may be banned from attending future events. Further breeches of conduct may lead to membership revocation (forfeiting their dues) by a vote of the Board and notification in writing. Any member or guest(s) expelled by the Club may apply for re-instatement after one (1) year by submitting either written notification or e-mail to the Club’s President, and the Board will vote on re-instatement at their next regularly scheduled meeting.
ARTICLE IV: BOARD OF DIRECTORS
The purpose of the Board of Directors (“the Board”) shall be to oversee all Club operations, set Club policy and conduct Club business on behalf of the Club membership. Board members are expected to be well versed in all aspects of the Club and its Bylaws and be willing to volunteer their time and talent freely in the organization, promotion, preparation and attendance (as much as reasonably possible) of all club activities and VOA events. Board members will conduct themselves in an exemplary manner while representing the Club. Should Board members or those responsible for organizing events not act in a manner that is consistent with Article III, Section 3, they may be subject to disciplinary action by the remaining members of the Board. Based on the seriousness of the transgression, disciplinary action could include temporary or permanent suspension from the Board or the Club.
Section 1: Board Members Qualifications and Responsibilities
The Board is elected by the members of the Club and shall be comprised of the following officers:
- Vice President
Members seeking Board positions need to review the responsibilities for the position they are seeking and demonstrate related experience.
The elected Board, at its discretion, may appoint other non-voting Directors to other roles related to the business of the Club. The Board, at its discretion, may also assemble Committees to work on specific projects and events.
The following qualifications apply to all Board positions:
- Board positions are open to current VOA registered members who have been in good standing for at least twelve (12) months prior to running. A spouse/partner must possess a separate VOA registered membership in good standing to qualify for a Board position.
- Board members must not allow their membership to lapse during their term.
- All Board members and Directors must adhere to club bylaws and adhere to the highest standard of conduct. Members who violate the bylaws are ineligible to run for a Board position for the next election term.
- Board members, Directors and others appointed into leadership positions may have access to confidential information such as membership lists or other personal information regarding the general membership, events or activities. This confidential information shall only be used for the purposes of official Club business or activities. Club lists and data may not be used for personal purposes or for non-Club activities. From time to time confidential information regarding membership or members will be communicated verbally. This information, not impacting the general membership, must be held in confidence within the Board or appointed Directors.
- If scheduled, Board members will be required to attend the Annual Board Meeting.
- Attend most club events and meetings on a regular basis as a representative of the Club.
Section 2: Term of Office
The Board shall be elected for a term of two (2) years. Installation of new Board members shall occur on January 1 st following the election in October. Board members may serve successive terms. Appointed Director’s terms will expire at the time that newly elected Board members take office.
Section 3: Elections
Board elections will be held every two years, in odd number years, in October. Open Board positions, responsibilities and qualifications shall be published in the Club’s communications channels at least 60 days in advance of the election. All interested members shall submit, in writing, a candidacy statement for publication in Club’s communication channels. Each candidate shall be informed of the duties and responsibilities of the position and acknowledge reading and understanding of the bylaws.
If no alternate candidates submit for election to the Board, existing Board members are elected unopposed if they wish to continue.
Ballots will be collected by an electronic voting system. Voting rights shall be extended to all members in good standing who have been a member for at least ninety (90) days.
Section 4: Responsibilities of Elected Officers
President – The President is the Chief Operating Officer of the Club and leads all Club business and activities. General responsibilities include:
- Provide leadership and direction for the Club.
- Preside at all Board meetings.
- Work with the Board and the Directors to continuously improve the Club’s events and activities to create a better member experience.
- Delegate responsibilities and duties to the Board and Directors.
- Represent the Club in a professional manner to the members and the outside world.
- Represent the Club at National VOA meetings.
- Communicate national club news to the Board and members.
- Submit quarterly activity reports and calendar of events to Viper
Vice President – The Vice President shall be vested with all the powers and shall perform all the duties of the President during the President’s absence. The Vice President should take a lead role in expanding membership and may have other powers and duties as determined and assigned by the President or the Board.
Secretary – The Secretary is the lead director for oversight of the records and compliance of the club. General responsibilities include:
- Maintain corporate records.
- Insure compliance with state corporation laws for non-profit organizations, including the IRS and Franchise Tax Board.
- Assist in conducting biennial election of officers.
- Keep all official records of the Board activities (minutes, resolutions, etc.)
Treasurer – The Treasurer is the lead director for oversight of the financial condition and affairs of the club. General responsibilities include:
- Receive, deposit and reconcile all revenues in the same month received.
- Keep up-to- date records as well as an audit trail for all transactions.
- Disburse all payments subject to approval of the President
- Manage checking account(s) and credit card expenses and receipts.
- File required State and Federal tax returns.
- Keep the Board informed of all financial activity
- Work with the Board to develop the annual budget.
- Provide a current financial status report upon request.
Section 5: Board of Directors Compensation
The Board and appointed Directors shall not be compensated monetarily for their volunteer work on behalf of the Club. The Board, at its discretion, may vote to approve assisting with travel expenses associated with the biennial Presidents meeting.
Section 6: Meetings
Meetings will be conducted pursuant to commonly accepted parliamentary procedure set forth in Robert’s Rules of Order.
The Board shall meet quarterly either by teleconference or in person to ensure all club business and activities are handled successfully.
An Annual Board Meeting open to all members may be scheduled each calendar year to share pertinent information about the Club, review future plans and solicit feedback from the general membership. The Board will prepare the agenda and the general membership will be given the opportunity to provide agenda items for discussion. Notification of the Annual Board Meeting’s time and location shall be given to all members at least ten (10) days in advance.
Special meetings may be called by the President, or upon the request of any Board member for the transaction of Club Business.
Section 7: Voting
All elected Board members can vote. A 2/3 vote shall be necessary to pass motions that commit Club funds in excess of $1,000.00. Robert’s Rules of Order shall govern all other motions and voting procedures. Urgent or emergency decisions may be made through e-mail provided the decision is unanimous with voting Board members.
Section 8: Vacancies and Resignations
If the office of any Board member becomes vacant for any cause other than the expiration of the term, such vacancy shall be filled by appointment by a majority of the Officers for the remainder of the term.
Resignation by a member of the Board shall be accepted in writing to the President or by e-mail when sent to all Board members. Officers pursing resignation will do so to the Board by the process outlined above and not to the general membership. Club communication channel assets such as Club’s website, Facebook page, email blast or other social media will not be used by a board member to request resignation from the Board.
Board members who are unwilling to fulfill Board responsibilities can be removed from office by a majority vote of the Officers.
Departures from the Club Board will be communicated in a timely manner to the general membership using official Club communication channels.
Board members who resign for whatever reason during their elected term will be ineligible to run in the next term simply to ensure their life situation are fully resolved.
Section 9: Revocation of Board Member Rights/Duties
Suspension of voting rights and reassignment may occur, after a warning in writing for failure to comply with the duties and responsibilities as outlined within these bylaws, including those contained in Article III, Section 3.
ARTICLE V: AMENDMENTS
This document has been produced to address the needs, requirements and qualifications by, and or for the Club, it’s members and the leadership team. It is not designed to be an all-inclusive document. Where items or issues that are not specifically addressed in this document require club action, this document should serve as a guide for resolution by the leaders of the Club. These bylaws may be amended from time to time by the majority vote of the Board of Directors.
Where items listed in these bylaws are deemed to be inconsistent with the VOA National bylaws or violate Federal or California State law, other clauses and articles shall remain intact. This document shall survive change in leadership and shall only be changed in part or total by input from the general membership and majority vote of the Board.