NorthWest Z Bylaws

Introduction

These are the Bylaws of NorthWest Z, a social club for owners of Datsun and Nissan Z cars in Oregon and Southwest Washington.

ARTICLE I - GENERAL

• SECTION A: NAME & ESTABLISHMENT DATE

  1. Club Name. The name of this organization shall be NorthWest Z, hereinafter referred to as "NW-Z."
  2. Establishment Date. NW-Z is officially established on the sixth day of July, 2001, by the club founders voting by a two-thirds (2/3rds) majority to accept and approve these Bylaws.



• SECTION B: CLUB PURPOSE

  1. Club Purpose. The purpose of NW-Z is to create a forum for the benefit of the membership. It is the intent of the members to enjoy club activities, sponsor events, share resources, exchange information, support safe driving habits and create opportunities to assist local charities.
  2. Specific Prohibition. NW-Z does not organize, support or in any way allow the name NW-Z to be associated with any function that violates any law or ordinance including, but not limited to, such activities as "road rage" or "street racing."

ARTICLE II - MEMBERSHIP & DUES

• SECTION A: MEMBERSHIP

  1. Membership Requirements. Membership in NW-Z is limited to adults age 18 years and older, payment in full of club dues and approval for membership as described hereinbelow.
  2. Types of memberships. There shall be two (2) types of members available in NW-Z:
     1. Regular members. Regular Members are those members who have been accepted into NW-Z and have paid their annual dues as described hereinbelow.
     2. Family members. Family Members are those who live in the same household as a regular member and who have paid their annual dues as described hereinbelow.
  3. Acquiring Membership. There shall be two types of prospective members in NW-Z, those that own a Datsun/Nissan Z car and those that do not.
     1. If a prospective member owns a Datsun or Nissan Z car, acquiring membership in NW-Z requires completing the following three (3) steps:
        1. Submitting a NW-Z application to a NW-Z officer.
        2. Payment in full of the dues described hereinbelow.
        3. A vote of acceptance by the NW-Z membership at the next NW-Z business meeting. Acceptance shall be by a simple majority of the members in good standing in attendance.
     2. If a prospective member does not own a Datsun or Nissan Z car, acquiring membership in NW-Z requires completing the following four (4) steps:
        1. Submitting a NW-Z application to a NW-Z officer.
        2. Payment in full of the dues described hereinbelow.
        3. A vote of acceptance by the NW-Z officers in a special session.
        4. A vote of acceptance by the NW-Z membership at the next NW-Z business meeting. Acceptance shall be by a simple majority of the members in good standing in attendance.

     No membership application shall be submitted for a vote of acceptance unless the prospective member complies with the membership requirements in Article II, Section A and has made payment in full of applicable membership dues. Membership shall begin immediately upon a vote of acceptance.




• SECTION B: DUES

  1. Amount of Dues. Annual dues shall be assessed members in the following amounts:
     1. Regular members: $50.00 per year
     2. Family members: $25.00 per year (plus regular member dues)
  2. Earned Upon Receipt. All dues are deemed earned upon receipt and are non-refundable upon attaining membership in NW-Z.
  3. Membership Dates. Membership dates shall be from January 1st to December 31st. Those members joining between January 1st and September 30th shall be required to renew their membership again the following January 1st by paying the yearly membership dues. Those members joining between October 1st and December 31st shall not be required to renew their membership and pay dues until the December 31st one year hence.



• SECTION C: MEMBER'S VOTING RIGHTS

  1. Members In Good Standing. Only members in good standing may exercise voting rights at NW-Z business meetings and events or otherwise participate or enjoy NW-Z privileges.
  2. Failure To Pay Dues. If a member fails to pay dues, that member shall be deemed "inactive." Inactive members forfeit all NW-Z privileges until all unpaid annual dues are received in full.



• SECTION D: PARTICIPATION

  1. Participation. Participation in NW-Z meetings and events is limited to the following:
     1. All meetings and events may be attended by members, their guests and any prospective members.
     2. Only members in good standing are eligible to cast one vote each in any NW-Z business.



• SECTION E: RESIGNATION OR EXPULSION

  1. Resignation. A member may resign from NW-Z at his or her option.
  2. Expulsion. A member of NW-Z may be expelled for any of the following reasons:
     1. Non-payment of annual dues.
     2. Dangerous or illegal operating of a vehicle at any NW-Z function.
     3. Conduct not in the best interest of NW-Z.
     
     Expulsion shall be decided by a majority of NW-Z officers in a special session and once verification that one or more of the above reasons has occurred. It shall be the sole right of the officers to decide what verification shall be required. All decisions of the officers regarding expulsion shall be final.
  3. Indebtedness. Any indebtedness to NW-Z will remain a debt until such debt is paid in full. There shall be no refunds of membership dues.

ARTICLE III

• SECTION A: OFFICERS

  1. Officers. There are four offices NW-Z which are:
     1. President
     2. Vice President
     3. Secretary
     4. Treasurer
  2. The following shall apply to Officers:
     1. The elected term of each officer shall be for a period of 1 calendar year, beginning on January 1 and ending on December 31.
     2. Only a member in good standing for more than one year may hold an office and only one elected office during any term.
     3. An officer cannot also serve on the Interim Board of Directors described hereinbelow.
     4. No officer shall receive any salary or payment for holding an office.
     5. There shall be no limit to the number of consecutive terms for an officer.



• SECTION B. INITIAL BOARD OF DIRECTORS

  1. Initial Board Of Directors. Following the acceptance and approval of these Bylaws and the establishment of NW-Z, at the next business meeting all parties interested in NW-Z and who would otherwise qualify for membership shall nominate and elect, by a simple majority, an Initial Board of Directors. That board shall consist of not less than 4 and not more than 6 interested parties.
  2. Term. The elected term of the initial board shall be for that period beginning with the acceptance and approval of these Bylaws and the establishment of NW-Z, through December 31, 2001. A director cannot also be an officer and no director shall receive any salary or payment.
  3. Powers Of The Initial Board. For purposes of expediency and organizational control, the Initial Board Of Directors shall have the sole authority to elect officers for that period between said election of the Initial Board and December 31st, 2001. Thereafter, election of officers shall be according to the process described hereinbelow.
  4. Dissolution of the Initial Board. Dissolution of the Initial Board of Directors shall not occur before the first election of officers by the general membership. Termination shall occur only upon a motion by a member in good standing. Following said motion, a vote shall be taken at the next business meeting. Only after a 2/3rds majority vote by the members in attendance shall the Board be dissolved.



• SECTION C: NOMINATION OF OFFICERS

  1. Nominations. Election of officers shall begin with a nomination. Nominations can only be made by a member in good standing. Nominations shall begin no earlier than October 1st and must be closed by the November business meeting. Nominations may be written and submitted to a current officer or made orally at NW-Z's November business meeting.
  2. Incumbents. Incumbents are eligible for nomination. Only members in good standing are eligible for nomination.



• SECTION D: ELECTION OF OFFICERS

  1. Election Date. Election of Officers shall occur at the December business meeting of NW-Z.
  2. Written Ballot. Elections shall be by written ballot. members may vote by absentee ballot. Election results will be announced immediately upon a tally of the ballots.
  3. Ties. In the event of a tie for an office, those members attending the next business meeting shall re-cast ballots to break the tie. Absentee ballots will not be counted in this situation.
  4. Installation. New officers will be installed at the club's January business meeting and shall assume their offices at that time.



• SECTION E: OFFICER'S RESPONSIBILITIES

  The following are the responsibilities of the officers:

  1. President. The President of NW-Z shall have the following responsibilities and authorities:
     1. Ensure the club operates by these Bylaws.
     2. Conduct the monthly business meetings and any special or advisory meetings.
     3. Assign on an as-needed basis specific responsibilities or projects to other officers and willing members.
     4. Execute contracts approved by the other officers for any reason or service benefiting NW-Z.
     5. With consultation from other officers, interpret these Bylaws when necessary.
     6. Represent NW-Z at functions outside those of the club as advised by the officers.
     7. Appoint committees as needed.
  2. Vice President. The Vice President shall assume the responsibilities of the President at any time the President is absent and shall assume specific responsibilities as directed by the President.
  3. Treasurer. The Treasurer shall have the following responsibilities:
     1. Maintain NW-Z's financial records and account for all funds received by the club.
     2. File any applicable registration or tax forms.
     3. Conduct an annual audit of financial records.
     4. Disburse funds as authorized by the President.
     5. Present financial reports at all business meetings.
     6. Maintain the checking account.
     7. Collect and deposit dues.
  4. Secretary. The Secretary shall have the following responsibilities:
     1. Record the minutes of all meetings.
     2. Maintain a current membership roll.
     3. Maintain a copy of these Bylaws.
     4. Provide each new member a current copy of these Bylaws.
     5. Give notice of any NW-Z meetings as required.
     6. Record attendance at meetings and events.
     7. Issue membership cards to members.
     8. Perform other duties as needed.



• SECTION F: CONFLICTS OF INTEREST

  1. Any officer officially associated with a NW-Z sponsor, advertiser or supporter and who may benefit, materially or monetarily, from association with NW-Z, shall abstain from any and all formal decisions affecting such sponsor, advertiser or supporter.



• SECTION G: IMPEACHMENT, OFFICER VACANCIES

  1. Impeachment Of An Officer. To impeach and remove a NW-Z officer requires the following:
     1. Motion To Begin Impeachment. A motion to begin impeachment shall be made by a member in good standing at a regularly scheduled monthly business meeting. Following discussion, the motion to begin impeachment must be voted on by the members present. The vote must constitute a NW-Z membership quorum as defined in Article IV, Section A, paragraph 2 and pass by a simple majority of the quorum present.
     2. Oversight Committee. An oversight committee shall be appointed immediately after the passing of a motion to begin impeachment. The committee shall oversee the impeachment process to assure that these Bylaws are complied with in full. The committee shall consist of not less than three and not more than four members and one of the committee member shall be the movant for the motion to begin impeachment. This committee shall be appointed by the president, unless the president is the subject of impeachment, then the vice president unless both the president and vice-president are the subject of the impeachment, then the secretary, etc.
     3. Notice. Within 5 days of passing the motion to begin impeachment, written notice of the pending impeachment shall be sent to the NW-Z membership by any NW-Z officer other than an officer that is the subject of the impeachment. The notice shall simply state that a motion to begin impeachment was passed, the name of the officer being impeached and that a written vote of the NW-Z membership will be conducted before the next monthly business meeting. The notice shall not state or present any information on the merits of the pending impeachment.
     4. Within 14 days of passing the motion to begin impeachment, the NW-Z officers shall mail impeachment ballots to all NW-Z members in good standing. The impeachment ballots shall state only the following:
        1. The name of the officer and their office.
        2. That the completed ballot must be returned before or at the next monthly business meeting or it will not be counted.
        3. The address where the completed ballot must be mailed to.
        4. Whether the member votes for or against the impeachment.
        5. Impeachment ballots shall not state or present any information on the merits of the pending impeachment.
     5. Returned impeachment ballots shall be counted at the monthly business meeting following the passing of the motion to begin impeachment. Impeachment of an officer requires a two-thirds (2/3rds) majority of the votes cast.
     6. If the procedure for impeachment and described in this section of these Bylaw is not complied with as described, the impeachment shall be declared null and void.
  2. Nominations For Vacancies. If an office becomes vacant for any reason, the following shall occur:
     1. Nominations. The remaining officers shall conduct nominations for a vacant office at the next regularly scheduled business meeting.
     2. Election. An election to fill a vacancy for a NW-Z office for the balance of the office term shall be held at the next business meeting after nominations to fill a vacancy have been made.
     3. Written Ballot. Elections shall be by written ballot. Members may vote by absentee ballot. Election results will be announced immediately upon a tally of the ballots.
     4. Ties. In the event of a tie for an office, those members attending the next business meeting shall re-cast ballots to break the tie. Absentee ballots will not be counted in this situation.
     5. Installation. Any officer filling a vacancy shall be installed immediately and shall assume their office at that time.

ARTICLE IV

• SECTION A: BUSINESS MEETINGS

  1. Business Meetings. Unless otherwise decided by the NW-Z officers, at least one NW-Z business meeting shall be conducted monthly. The President will call to order and conduct all business meetings.
  2. Quorum. A quorum for any business meeting shall consist of at least 10% of the current members of the club's roll at that time. Unless specified otherwise in these Bylaws, a simple majority of a quorum present shall decide all voting at a business meetings.



• SECTION B: SPECIAL MEETINGS

  1. The President or a combination of any two other officers may call, as needed, a meeting of NW-Z to discuss and conduct club business if said business requires attention prior to the next regularly scheduled business meeting. Said meetings shall be called Special Meetings.



• SECTION C: COMMITTEES

  1. Committees. The President may appoint members on an as-needed basis to conduct business and/or activities on behalf of NW-Z. Such appointments shall be called "committees." Committees shall have clearly defined and specific responsibilities and be limited in authority.
  2. Event Committees. It is in the best interest of NW-Z to have committees appointed for each Event, giving due consideration to a specific member's experience, expertise, interests and abilities.



• SECTION IV: ADVISORY BOARD

  1. All past officers and members of the Interim Board of Directors shall meet on an as-needed basis. Said officers shall be called an "Advisory Board."
  2. The advisory board shall review and advise the current officers on matters pertaining to NW-Z.

ARTICLE V

• SECTION I: AMENDMENTS TO THE BYLAWS

  1. Amendment or Modification. These Bylaws may be amended only as described hereinbelow.
  2. Proposals for Amendment. An amendment may be proposed by any member in good standing at any business meeting of NW-Z.
  3. Voting. After an amendment is proposed by a member, that amendment shall be voted on at the next business meeting. An amendment must carry by a two-thirds majority of a quorum present.
  4. Attachment. The Secretary will attach the adopted amendment to the Bylaws and distribute copies of the Amendments to all current members.

ARTICLE VI - LIABILITY

• All members are personally responsible for understanding and abiding by these Bylaws, including any and all Amendments.
  1. ALL MEMBERS UNDERSTAND AND AGREE THAT, AS A CONDITION OF MEMBERSHIP IN NW-Z, THE SAFE CONDITION AND OPERATION OF A MEMBER'S VEHICLE AT ANY AND ALL NW-Z FUNCTIONS ARE SOLELY AND ENTIRELY THE MEMBER'S RESPONSIBILITY.
  2. ALL MEMBERS FURTHER AGREE THAT NW-Z, AND/OR ITS MEMBERS, OFFICERS OR ANY OTHER PARTIES ASSOCIATED ARE NOT AND CANNOT BE HELD RESPONSIBLE FOR ANY VEHICLE, OR THE OPERATION OF ANY VEHICLE, OWNED OR OPERATED BY A MEMBER.
  3. ALL MEMBERS FURTHER ACKNOWLEDGE THAT, AT ALL TIMES, HE OR SHE IS SOLELY RESPONSIBLE FOR THE SAFE CONDITION AND OPERATION OF THE MEMBER'S VEHICLE.
  4. ALL MEMBERS FURTHER AGREE THAT THE MEMBER SHALL CONTINUOUSLY MAINTAIN INSURANCE FOR THE OPERATION OF HIS OR HER VEHICLE AS REQUIRED BY STATE AND FEDERAL REGULATIONS.
  5. THE MEMBER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT NW-Z IS NOT A CORPORATION, A COMPANY, A PARTNERSHIP NOR A LEGAL ENTITY OF ANY KIND WHATSOEVER, BUT RATHER A SOCIAL ORGANIZATION OF INDIVIDUALS WHO SHARE A COMMON INTEREST.
  6. MEMBERS FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS NW-Z, ITS MEMBERS AND OFFICERS FROM ANY AND ALL LOSSES, LIABILITY, PROPERTY DAMAGES, PERSONAL INJURIES OR COSTS OF ANY KIND, REAL OR IMAGINED INCLUDING BUT NOT LIMITED TO LEGAL FEES, HE OR SHE OR HIS OR HER GUEST MAY INCUR ARISING OUT OF, OR IN ANY WAY RELATED TO, PARTICIPATION IN OR ASSOCIATION WITH, HOWEVER REMOTE OR INDIRECT THAT PARTICIPATION OR ASSOCIATION MAY BE, ANY MEETING OR EVENT ORGANIZED BY NW-Z.