Rational for Bylaws

Proposed Bylaws

**PROPOSED**
Bylaws of East Long Island Miata Club of New York, Inc.

A New York Non-Profit Corporation

Article I NAME

The name of this organization shall be East Long Island Miata Club of New York, Inc. The principal office shall be located at the residence of the incumbent Treasurer of East Long Island Miata Club of New York, Inc.

Article II PURPOSE

East Long Island Miata Club of New York, Inc. is a non-profit social club formed to provide social, recreational, instructional, and technical activities to member Miata owners; promote a responsible image for all Mazda Miata owners and drivers; promote goodwill among and for the mutual benefit of all club members; and promote the enjoyment of owning and driving a Mazda Miata.

Article III MEMBERSHIP AND QUALIFICATIONS

Membership is limited to persons with a motor vehicle operator's license authorizing them to operate a motor vehicle or automobile.

Section A.

Individual Membership.

Individual membership shall consist of an individual who owns or is acquiring a Miata, has completed an application for membership in the Club, and has paid the membership fee for the current membership year. An individual member shall be entitled to one (1) vote in any election calling for a vote by club members.

Section B.

Multi-person Membership (owner and co-pilot).

A multi-person membership shall consist of two persons, at least one of whom owns or is in the process of acquiring a Miata, shall have completed an application listing the names of the individuals included in the multi-person membership, and has paid their membership dues for the current membership year. A multi-person membership shall be entitled to two (2) votes in any election calling for a vote by club members, which may be cast by any person in said membership.

Section C.

Termination and Suspension of Membership.

Failure to pay annual membership fees on time may result in termination of one's membership without notice. Membership may also be suspended or terminated as set forth elsewhere in these bylaws.

Section D.

Dues and Membership Term.

Annual membership dues of $30.00 shall be submitted to the Treasurer by new members as a condition of membership, along with a completed application for membership. After that, the applicant shall pay the $30.00 annual dues to the Treasurer on or before the last day of April. A submitted application for membership in October, November, or December shall pay 100% of the regular amount, which will cover those members through the entire year following. Any change in the dues amount must be approved by at least 1/3 of the Club Membership. The Club Treasurer shall collect dues for deposit into the Club's bank account.

Section E:

Expenditure of funds.

The expenditure of funds shall be solely for the administration of the organization's business and activities for the mutual benefit of the general membership. The President has a spending limit of $250 without Board approval and a limit of $500 with approval of the Treasurer. Beyond $500, approval of the Board is required.

Article IV MEMBERSHIP RIGHTS AND RESPONSIBILITIES

Section A.

Membership Rights.

In addition to rights enumerated elsewhere in these bylaws, membership entitles members to:

1. An invitation to participate in Club activities, provided that the member's Miata is registered and insurance is valid and in effect to participate in Club activities involving driving.

2. The right to attend Board of Directors meetings as a non-voting observer.

3. Inclusion in all mailings of general membership publications.

4. Access to those portions of the club website reserved for Club members.

Section B.

Membership Responsibilities.

1. Members shall comply with all conditions of membership imposed elsewhere in these bylaws or adopted by vote of the Board of Directors as a condition of participation in a club activity.

2. Members and their guests shall act under the stated purpose of the organization and shall at all times be considerate of other members, their guests, and the general public.

3. Failure to act following the membership responsibilities imposed herein may result in denial of the right to participate in club activities, suspension, or termination of membership. Suspension of membership shall be affected by a majority vote of the Board of Directors. Termination of membership shall be effective upon the affirmative vote of a majority of the members voting in the same manner as an election of officers at any regularly scheduled meeting. Suspension or termination of membership will only occur once the affected member has been allowed to defend their actions, upon which the contemplated suspension or termination addresses the voting body.

4. To participate in club events, members should notify the East Long Island Miata Club by the deadline outlined in the newsletter or website unless otherwise directed.

5. Members must notify the East Long Island Miata Clubt should any contact information change (e.g., phone, address, email).

Article V BOARD OF DIRECTORS

The Board of Directors shall be members who shall establish policies and practices that allow for the proper conduct of Club affairs in compliance with these bylaws. The Board of Directors shall act in the membership's best interest in conducting routine club business and activities. The Board of Directors may authorize expenditures of Club funds in furtherance of Club interests benefiting the membership. The Board of Directors may perform all duties imposed upon them by the provisions of these bylaws or by law.

Section A.

The Board of Directors

The Board of Directors shall consist of the following individuals: President, Vice-President, Treasurer, and Secretary, along with the Membership Chairperson/Historian, Activities Coordinator, Webmaster, Newsletter Editor, and Area Representatives. Descriptions of the duties of each position are in these Bylaws.

The immediate Past President of the Club shall also be a member of the Board of Directors, whose position shall not be subject to election.

Each member of the Board of Directors shall have one vote at any meeting.

Section B.

At any meeting of the Board of Directors, a quorum will consist of attendance by at least four of the board members. Any decision by a majority of the Board of Directors at a meeting at which a quorum is present shall be effective and constitute the decision of the Board.

Section C.

By majority vote, the Board of Directors may appoint another club member in good standing to assume the duties of any vacated office or board position, provided that any officer position filled by such appointment shall be subject to the next election of officers by the general membership.

Section D.

No member of the Club shall concurrently hold more than one elected office.

Section E.

Meetings of the Board of Directors shall be open to the membership and announced to the membership at least one week before the scheduled meeting.

Article VI OFFICERS AND DUTIES

Section A.

Elected officers shall consist of a President, Vice-President, Secretary, and Treasurer. The elected officers shall individually and collectively represent the general membership in all official matters. Officers shall be elected bi-annually to serve two-year terms.

Section B.

A member can only hold one elected office during the same term.

Section C.

Two individuals with a multi-person membership may not hold office during the same term.

Section D.

PRESIDENT:

The President shall preside at all general membership and Board of Directors meetings, enforce the bylaws, be authorized, along with the Treasurer, to sign all checks and contracts in the organization's name, be responsible for carrying out the decisions of the general membership, and appoint committees as deemed necessary for the proper operation of the organization.

Section E.

VICE-PRESIDENT:

The Vice President shall assist the President in coordinating elected and appointed board members' duties and preside at all general membership and Board of Directors meetings in the President's absence.

In the event of a vacancy in an officer position or the absence of any other elected officer at any meeting of the Board of Directors or the membership, the Vice-President shall assume the duties of such other elected officer temporarily until the absent officer resumes his or her duties or until a new officer is appointed and ratified by the membership, as provided. According to this section, the Vice-President shall not cast more than one vote in any election by the Board or the membership while assuming the duties of another office.

In addition, the Vice-President will be responsible for overseeing the Club's day of event communications.

Section F.

SECRETARY:

The Secretary shall record the minutes of all general membership and Board of Directors meetings, maintain a file of all minutes and records during his or her term, conduct all official correspondence of the organization, and conduct and keep records of all elections.

Minutes will be distributed to the Board for approval within ten days. Upon approval, the Secretary will distribute the minutes to the membership within five days.

Section G.

TREASURER:

The Treasurer shall sign all checks, collect dues, money, and other remuneration from all sources, be responsible for all receipts and disbursements, provide a financial report at each meeting, and provide an annual financial report at the last meeting of their term.

APPOINTED POSITIONS SHALL INCLUDE:

Section H.

ACTIVITIES COORDINATOR:

The Activities Coordinator shall assist in planning and coordinating scheduled events and support coordinators of individual events as may be reasonably required. These duties will include:

• Working with the President to establish the date, time, and location of the annual planning meeting no later than four months before the meeting

• Coordinating food and beverages and submitting estimated costs to the Board for approval per spending guidelines in the bylaws

• Facilitating the solicitation and voting for events submitted by members using the Planning Meeting template that will reduce post-meeting tracking.

• Ongoing follow-up with event coordinators to get a short description/' teaser' for the newsletter within ten days if they do not present information on the club template.

• The 'teaser' list will be published within two weeks of the planning meeting and included as the last pages of the first two newsletters following the planning meeting. After that, they will no longer be in the newsletter but will be on the website.

• Locating appropriate appreciation gifts for the end of year Holiday Party, submitting them for approval, and purchasing them for each Event Coordinator and Area Rep. and officers and others as deemed

Section I.

MEMBERSHIP CHAIRPERSON/HISTORIAN:

The Membership Chairperson is responsible for all matters relating to membership and membership records, updating the official Club mailing list, and distributing official membership badges, decals, or pins as they become available.

The Membership Chairperson will distribute the email distribution list to all officers, the Webmaster, and the list holder to facilitate Club mailings and communications with the membership. The Historian maintains an archive of club activities such as newsletters, pictures, and events.

Section J.

Webmaster:

The Webmaster shall maintain a website for club members' use and enjoyment and present an attractive face to the public for the Club. Major edits to the Club's web page can only occur with the President's approval.

Section K.

Newsletter Editor:

The newsletter editor shall create and distribute a monthly newsletter to the general membership. The Club newsletter shall be published at least six times per year and is the Club's official publication.

Section L.

Area Representatives:

Area Representatives (Mid-Island, Riverhead, North Fork, and South Fork) shall be responsible for distributing Club communications to the members in their geographic area and sharing input from those members as it may occur. Area Reps will also collect member input for event attendance and contact the Event Coordinator with the final results.

Section L1.

Sunshine Club Liaison:

The Sunshine Club Liaison's responsibility is to follow the Club's guidelines to recognize significant life events in our membership and their families, such as death in the family, hospitalization, award recognition, marriage, retirement, etc. Based on the guidelines, the Sunshine Club Liaison's tasks include sending cards, ordering flowers, etc.

Section L2

Facebook Coordinator:

The Facebook Coordinator will maintain a Club Facebook page and help promote its use to the membership.

Section M.

Vacancies:

In the event of a vacancy of any elected officer other than the President, the Board of Directors may appoint a club member in good standing to fill the vacant office. Any such appointment shall be subject to ratification by a majority of the Board of Directors. Once ratified, appointees under this section shall serve until the next annual election of officers.

All vacancies in appointed positions will be filled by Club members who are in good standing and who agree to assume the responsibilities of the role. The President will approve the Candidates, and these positions will remain in effect until the next election.

Section N.

Compensation:

Members serving on the Board of Directors shall serve without compensation, provided any Member of the Board of Directors shall, upon approval of a majority of the Board, promptly be reimbursed for out-of-pocket expenditures made in connection with fulfilling the duties of their office.

Article VII

NOMINATIONS, ELECTIONS, and TERMS OF OFFICE FOR OFFICERS Section A.

Only members in good standing for six (6) months before the election shall be eligible for election as officers.

Section B.

Nominations for elected officers shall be solicited from the general membership by notice printed in the October or November emailed newsletter and by conspicuous posting on the club website. Nominations shall be closed as of January 31 each year. Nominees shall be announced in January via email to the Club members and on the Club's website on February 1.

Section C.

Voting in officer elections shall be completed, closed, and counted at the Annual planning meeting. Members may vote at that meeting by U.S. mail or email in February before the date of the annual planning meeting.

All mailed votes shall be directed to the Club Secretary currently serving and must be received before the date of the annual planning meeting.

The Secretary shall keep all ballots submitted in accordance with this section. The Secretary shall oversee the election of officers at the annual planning meeting. At this time, the Secretary shall count the ballots submitted by members via any method submitted in accordance with this section.

The election of Officers shall be determined by a majority of the votes cast at or before this annual planning meeting per this section. In the event of a numerical tie of all votes cast for any office, there shall be an immediate run-off election with votes being cast by the members present at the annual planning meeting, and the membership shall elect the majority candidate by that election.

The Secretary shall record the elections and submit a summary to the Webmaster for publication as soon as possible. Club members on the current distribution list will receive election results at this time.

Section D.

The installation of elected officers will occur at the annual planning meeting.

Section E.

Elected officers shall hold office for two years from the date of installation, and their terms shall coincide with the Club's events year. There shall be no term restrictions on any elected office.

Article VIII MEETINGS

Section A.

Annual Meeting:

An annual meeting of the members shall be held in February/March (or before the start of the driving season) each year at a time and at such place as may be determined by the Board of Directors of the East Long Island Miata Club of New York to be reasonably convenient to the majority of club members. The purpose of the annual meeting shall be to complete the yearly election of officers, plan current season events, and transact in other business as may come before the meeting.

Suppose the election of officers cannot be held on the day designated for the annual meeting. In that case, the officers shall cause the election to be held at a special meeting of the members as soon as the meeting can be conveniently held.

Section B.

Special Meetings:

The President or the Vice-President may call special meetings for the members.

Section C.

Board of Directors Meetings:

The Board of Directors shall meet at least two times during the event year. The first meeting shall be held after the annual election of officers but before the annual planning meeting, with the subsequent meeting scheduled at another convenient date during the Club year.

The President may schedule additional meetings to address club issues as they arise. Notice of Board of Directors meetings shall be provided to the membership at least seven (7) days before the Board meeting by email (or U.S. Mail if the member does not have email) notice and by posting on the club website.

Section D.

Notice of Meetings:

1. Regular meetings: Written or printed notice stating the place, day, and hour of any regular meeting of members shall be made available at least seven days in advance of the meeting in an email to the club members and on the club website, to each member entitled to vote at such meeting.

2. Special Meetings: Notice of any special meeting of club members shall be given at least seven (7) days before the meeting by email, posting on the club website, or via telephone to each member at their address as shown by the Club's records.

Section E.

Quorum at Membership Meetings:

The members present at any meeting shall constitute a quorum for any business of the Club requiring the vote of the membership. The majority of the votes entitled to be cast by the members present at a meeting shall constitute the decision of the club membership unless the vote of a greater number of members is specifically required by law or these bylaws. Voting by the membership in elections of officers or amending these bylaws shall be governed by the applicable sections of these bylaws, and attendance at the meeting at which the election is scheduled shall not be required.

Article IX CLUB REVENUES

East Long Island Miata Club of New York, Inc. shall be supported solely by membership fees, dues, assessments on club members, charges on members and their guests concerning club activities, sponsorships, and any other revenues permitted to tax-exempt organizations by federal law.

Section A.

Gifts and Sponsorships.

An Officer, Director, member, or members (acting on behalf of a committee or designated by an officer) may accept on behalf of the East Long Island Miata Club of New York, Inc., any contribution, gift, bequest, or devise for the general or particular purpose of the East Long Island Miata Club of New York, Inc.

Section B.

Operation Prohibitions.

The East Long Island Miata Club of New York, Inc., its Directors, Officers, and Members shall not do any act that constitutes a basis for denial of tax exemption under applicable federal or state laws. In particular:

1. The East Long Island Miata Club of New York, Inc. shall not:

a) Lend any part of its income without receipt of adequate security and a reasonable rate of interest;

b) Pay any compensation over a reasonable allowance for salaries or other compensation for personal services rendered;

c) Make any substantial purchase of securities or any other property for more than adequate consideration in money or money's worth;

d) Sell any substantial part of its securities or other property for less than adequate consideration in money or money's worth or

e) Engage in any other transaction that results in a substantial diversion of its income to a person who has made a substantial contribution to the East Long Island Miata Club of New York, Inc., a member of the family of such person or a corporation controlled by such person.

2. The East Long Island Miata Club of New York, Inc. shall not accumulate out-of-income amounts which are:

a) Unreasonable in amount or duration to carry out the purpose or function constituting the basis for tax exemption;

b) Used to a substantial degree for purposes or functions other than those constituting the basis for tax exemption or

c) Invested in such a manner as to jeopardize the carrying out the purpose or function constituting the basis for tax exemption.

Article X ACTIVITIES

Section A.

Activities Planning Meeting.

Activities with a social, recreational, instructional, and technical purpose for the current event year shall be proposed and selected at a membership meeting held in the spring of each year, which meeting shall be the first event of the Club's event year.

Section B.

Participation in Activities.

Participation in activities shall be limited to the general membership, accompanying guests, invited speakers, and presenters. Additionally, prospective members may participate in one (1) activity before becoming a member, with participation being permitted to allow such prospective members to experience the benefits of membership. All participants in club activities shall be required to sign the Club's release form, as it may be amended from time to time, as a condition of their participation.

Section C.

Cancellation of events.

All date changes or cancellations to scheduled events require notification to a board member so that the Board may take appropriate action immediately by approving the change or cancellation and/or attempting to substitute an alternative event in its place. Changes will be communicated to members via email and updates to the website.

Section D.

Liabilities.

The corporation or its officers, the Board of Directors, including the activities coordinator and area representatives, cannot be held liable or sued for more than the corporation's assets.

Section E.

Event Liability clarification.

The purpose of the incorporation is to provide liability protection to members at sanctioned events. The following statements clarify sanctioned and non-sanctioned events:

• Sanctioned ("official") club event – defined as events open to all members to attend and designated at the annual planning meeting. The event is publicized to the membership via the official club newsletter website or distributed via email to Area Representatives. Spontaneous events not part of the planning meeting must be cleared by the President or Activities Chairperson before broadcasting the event via email, website, or newsletter. The President or Activities Chairperson will review the specifics of the event and check on preparation (cost, timing of event against existing event calendar, etc). One of them will contact the newsletter editor and Webmaster directly to have the event distributed to the membership.

• Non-sanctioned ("unofficial") club events are defined as small, local events, including pop-up events or drives. These events are encouraged, but the leader must follow the approval process above. If the event is open to all members, information will also be distributed using the method above. Should an event be private or not approved, the event will not be covered under the corporation's liability.

Article XI AMENDMENTS

These bylaws may be amended upon the recommendation of the Board of Directors and affirmation by the membership. Affirmation shall be indicated unless two-thirds of the general membership cast negative votes regarding the proposed amendment. Members may vote in person at the meeting announced for voting on the amendment(s) or by mail or email ballot directed to and received by the Secretary on or before the day preceding such meeting. Proposed amendments shall be sent to the membership the month before the annual meeting at which the vote is to be taken and announced by posting on the club website and sent via email at least one week before the meeting at which the vote is to be taken.

Article XII Dissolution

Dissolution of the corporation requires:

1. Notification to the membership of the intent to dissolve the corporation.

2. A vote of two-thirds of members attending a special meeting to vote on proposed dissolution if such dissolution of the corporation is to be approved.

3. The corporation's remaining assets will be donated to a New York public charity qualifying under IRC section 501 c(3), to be voted on by the Board of Directors.

Article XIII Fiscal Year

The fiscal year of the East Long Island Miata Club of New York shall commence on January 1 of each year and end on December 31 of the same year (e.g., January 1, 2024, to December 31, 2024). The officers may change the dates by resolution.