CONSTITUTION AND BYLAWS
of the
MOHAWK-HUDSON REGION
SPORTS CAR CLUB OF AMERICA, INC.
Revised April 2022
ARTICLE I
Name, Purpose, and Emblem
Section 1.
Name. The name of the Region shall be Mohawk-Hudson Region (MoHud) of the Sports Car Club of America (SCCA).
Section 2.
Purposes. The nature of the activities to be conducted and the purposes to be promoted and carried out are as follows: To promote interest in sports cars and other fine automobiles and to encourage their safe and skillful operation, by developing, arranging, and regulating closed circuit road racing, autocross (Solo), rallying, and other forms of automotive competition, by dissemination of information through social media and Region publications, and through related social, recreation, and community activities for the instruction and enjoyment of its members and the driving public.
Section 3.
Emblem. The Region’s emblem shall be a design combining a checkered flag pattern and the SCCA wire wheel on a red background, with the inscription “Mohawk-Hudson Region”, as set forth below:
Section 4.
Exempt Organization. No part of the net earnings of the Region shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Region shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article 1, Section 2 hereof. No substantial part of the activities of the Region shall be the participation in, or intervention in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the Region shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income tax under Section 501(c) (4) of the Internal Revenue Code.
ARTICLE II
Membership
Section 1.
Membership. Membership guidelines will be subject to Article II, Sections 1-4 of the Sports Car Club of America, Inc.’s bylaws (current as of March 2018) or the current section.
Section 2.
Dues. The annual Region dues may be changed only by a majority of the members present and voting at a meeting, the purpose of such meeting having been announced in the Region’s publication (“Knock Off”) at least thirty (30) days prior to such meeting. Any such change in dues shall take effect in accordance with National Policy.
Section 3.
Membership Suspension/Expulsion. “The committee”, as referenced by SCCA’s bylaws, shall consist of the Region’s Board of Directors. If an issue involves a specific aspect of the Region’s activities (ex. Solo, Road Racing, Rallying) then the activity’s subcommittee or Chairperson, as defined by the Region, shall be included in the hearing and voting to determine the member’s fate.
ARTICLE III
Meetings and Members
Section 1.
Annual Meeting. The annual meeting of the Region shall be held in December of each year for the election of officers, and such other business as lawfully may come before the meeting.
Section 2.
Special Meetings. Other special meetings of the Members or Board may be called by the Regional Executive, by a majority of the Board, or on petition of at least six (6) percent of total membership of the Region at the time of the request, the exact amount to be determined by the Membership Chairperson.
Section 3.
Notice. A notice of each annual and special meeting stating the place, hour, date and purpose thereof shall be published by the officers of the Region to the Region publication and every means in use by the Region at the time of the notice (i.e. Region website, Region Facebook group, etc.) not less than 14 nor more than 45 days before such meeting. No action shall be taken at any annual or special meeting of the Members unless the intention to consider the subject matter has been set forth in the notice of the meeting..
Section 4.
Voting. Each Regular Member shall have one vote on each and every matter submitted to a vote of the Members. Associate Members shall have no voting rights except as otherwise provided by law. At all meetings except as otherwise provided by law, the Members entitled to vote who are present shall constitute a quorum. All actions except as otherwise provided by law, by the Club’s certificate of incorporation or bylaws, shall be by majority of those Regular Members present and voting. Presence and voting by proxy may be allowed at the discretion of and in accordance with rules prescribed by the Region’s Board of Directors.
Section 5.
All meetings shall be conducted in accordance with the latest published version of Robert’s Rules of Order.
ARTICLE IV
Board of Directors
Section 1.
The Region is represented on the national Board of Directors by the elected Area 10 Director, as defined in the National bylaws.
Section 2.
The Region’s Board of Directors consists of the following: The Regional Executive, the Assistant Regional Executive, the Treasurer, the Secretary, and the two (2) Directors at Large. Any vote conducted by the Regional Board of Directors that results in a tie shall be decided by the vote cast by the Regional Executive.
ARTICLE V
Officers
Section 1.
The Board shall appoint a nominating committee consisting of no less than three members in good standing of the Club who shall present a slate of nominees at the regular November meeting. Any ten (10) members in good standing may nominate a member in good standing as a candidate for office. Such nomination must be made in writing, signed by the members making the nomination, countersigned by the member so nominated signifying the member’s willingness to accept the candidacy and delivered to the Secretary at the regular November meeting. Nominees for Director at Large must have previously served in an elected position or as a chief of specialty. The Secretary shall prepare a ballot containing the names of all persons nominated. The Secretary shall distribute said ballot to each member in good standing with notice of the annual meeting, under the provisions of Article III, Section 4. of these bylaws.
Section 2.
The elected officers of the Region shall be a Regional Executive, two (2) Directors at Large, an Assistant Regional Executive, a Secretary, and a Treasurer. They shall each serve a term of one year, or until their successors are qualified and elected. They shall constitute the Board of Directors, hereinafter called the Board.
- Regional Executive
- The Regional Executive, also referred to as the RE, shall preside at all meetings of the members and officers. The RE is the Chief Executive Officer of the Region. and is ultimately responsible for overseeing the management of the Region’s activity. The RE may call special meetings of members under the provisions of Article III, Section 2.
- In addition, the RE shall:
- Give notice of all meetings of the members or Board as required by law and this Constitution to the designated Region Webmaster and Knock Off Editor, and any other administrator of electronic means available at the time.
- Appoint Administrative Chairmen as necessary, subject to approval of a majority of the Board.
- Act for the Treasurer when the need arises. The RE shall give bond, at the Club’s expense.
- Appoint an audit committee each year to review the Club’s financial records. This committee will report its findings to the Board one month after receiving the annual financial report prepared by the Treasurer.
- In the absence of the RE, or in the case of death, resignation, or inability to act, the RE duties shall be performed by the Assistant Regional Executive.
- Assistant Regional Executive
- The Assistant Regional Executive, also referred to as the Assistant RE, shall assist the Regional Executive in the performance of any of the executive duties as the Regional Executive may delegate per Section 2.a.iii.
- In the absence of the RE, the Assistant RE shall conduct Board or Membership meetings.
- The Assistant RE is responsible for the inventory and management of Club property, and shall conduct an annual inventory of the Region’s property.
- The Assistant RE is responsible for securing a site for the annual meeting and accepting reservations (i.e banquet) of members who will attend.
- Secretary
- The Secretary shall attend all Membership meetings and meetings of the Board, and shall record all minutes and votes of same.
- In addition the Secretary shall:
- Perform all duties incidental to the office, or as required by law or the Board.
- Maintain a current copy of the Constitution and Bylaws and ensure a copy is submitted to SCCA.
- Treasurer
- The Treasurer shall have custody of all monies, debts, and obligations belonging to the Club. The Treasurer shall make all payments of the Region’s debts. All contracts, checks, drafts, notes or other orders for payment or money shall be signed in the name of the Club by the Treasurer or, in their absence, by the Regional Executive. The Treasurer, or other fiduciary representatives, shall be bonded at the Region’s expense.
- The Treasurer shall give a report on the financial status of the Region at all Board and membership meetings, and if so requested, at any other meeting. A majority of the Board of Directors may appoint an Interim Treasurer to act in the absence or incapacity of the Treasurer if the Treasurer is unable to fulfill their duties.
- The Treasurer shall submit an annual financial report to the Board no later than January 31st of the following year. This statement should indicate the overall financial status of the Region and the relative contribution of each major area of the Region activity to that status, including administrative and other expenses and income.
- Director at Large
- An elected position by the Region’s membership to oversee implementation and execution of the Region’s policies and affairs. The Director at Large will look out for the general and financial welfare of the Region.
- There are two Director positions.
Section 3.
In case a vacancy shall occur in any said office, a majority of the Board shall select a qualified member in good standing to fill the vacancy until the next annual meeting.
Section 4.
The Board shall be responsible for all operations and activities of the Region and shall be guided by the following priorities in the order listed:
- National Constitution, Bylaws and Policy
- SCCA Operations Manual
- Mohawk-Hudson Region Constitution and Bylaws
- Majority vote of the members present and voting at a duly constituted meeting of the members.
- Majority vote of the Board.
- Majority vote of appointed committee.
ARTICLE VI
Administration
Section 1.
Board of Directors. The Board of Directors of the Region, in conjunction with the Club’s national bylaws and the Region’s bylaws, shall establish the policies of the Region and shall oversee and direct the implementation and execution of the Region’s policies and affairs by the Board, such other committees as it determines to appoint and authorize, and the staff of the Club.
Section 2.
Regional Committees. The Board of Directors shall appoint a chairperson to oversee the functioning of a standing or ad hoc committee. It is the responsibility of the selected chairperson to select or recruit members to participate on the committee.
Section 3.
Appointment of Committees. The Board of Directors shall appoint such other committees and boards as shall be necessary to advise and assist the Board of Directors concerning the affairs of the Club, and shall appoint the chairperson thereof.
Section 4.
Committees. The jurisdiction and procedures of such committees shall be established by the Board of Directors, which shall also specify the tenure of committee members and establish rules for the determination of quorums and voting for all committees.
Section 5.
Operations Manual. The Region, as of the latest revision of its Bylaws, does not have an official Operations Manual. Therefore, the Region shall use the SCCA Operations Manual as the official operating guide for all areas of Regional administration where appropriate until such time that the Region has an Operations Manual of its own.
Section 6.
Conflict of Interest. No officer, Director or committee member of the Region may participate in, or attempt to influence any decision by the Region affecting his or her own personal business interests, or otherwise use his or her official position for personal gain.
ARTICLE VII
Subsidiary Organizations
Not Applicable. This section is not applicable to the Region.
ARTICLE VIII
Fiscal Year
The fiscal year of the Region shall be for the year ending December 31.
ARTICLE IX
Personal Liability
The Region is subject to the Club’s Bylaws article on this topic.
ARTICLE X
Indemnification
The Region is subject to the Club’s Bylaws article on this topic.
ARTICLE XI
Amendment
No amendment of the Region’s Bylaws may be made which would put the Region in violation of the Club’s national Bylaws. The Board of Directors, or three (3) per cent or more of the Regular Members, may propose an amendment to the Region bylaws by submitting such proposal in writing to the secretary. A proposal submitted by the Members shall be reviewed by a committee of at least three (3) Regular Members, consisting of a chairperson appointed by the Board of Directors, and at least two members chosen by the appointed chairperson, subject to approval of the Board of Directors. The committee shall consider the propriety of the proposal, taking into account the intent of the Petitioners and the suitability of the inclusion of the proposal in the bylaws, and shall draft the proposed amendment into suitable language. Proposals shall be submitted to the vote of the Regular Member by mailing or electronic notice of the proposal and a form of ballot to all Regular Members. Each Regular Member shall be entitled to one vote on each proposal submitted to the membership. At least 30 days shall be allowed for voting. Ballots shall be mailed or electronically issued for counting. If at least two-thirds of the Regular Members voting are in favor of the amendment, it shall be adopted. The secretary shall cause the result of the balloting to be published for the information of the entire membership.
(END)