By-Laws

of the

Western Michigan Region

of the

Sports Car Club of America, Inc.

Revised February 24, 2021

By-Laws

of the

Western Michigan Region

of the

Sports Car Club of America, Inc.

Name

The name of the Corporation is Western Michigan Region of the Sports Car Club of America, Inc. and for the

designation purposes is referred to in the By-Laws as the Corporation.

Purpose

The purpose of this Corporation is to promote the social welfare of the community primarily through promotion

of national and international amateur sports competition in owning and operating sports cars, the participation in

and conduct of competitive events, education and cooperation with similar groups in the United States and

foreign countries and, thereby, to further in some way the common good and general welfare of the people of

the community.

I. Offices

A. The principal office of the Corporation in the State of Michigan. The Corporation may have

such other offices, either within or without the State of Michigan as the Board of Directors may

determine or as the affairs of the Corporation may require from time to time.

B. The Corporation shall have and continuously maintain in the State of Michigan a registered

office, and a registered agent whose office is identical with such registered office, as required by

the State of Michigan Non-Profit Corporation Act. The registered office may be, but need not

be, identical with the principal office in the State of Michigan, and the address of the registered

office may be changed from time to time by the Board of Directors

II. Members

A. Classes of Members

1. Regular Member: The primary member of a household.

2. Spouse Member: The secondary member of a household married to a regular member.

3. Junior Member: Any member less than eighteen (18) years of age.

B. Election of Members

1. Any person submitting a completed application form with appropriate membership fees or

assessments to the national office of the Sports Car Club of America, Inc. or the Western

Michigan Region membership chair shall be eligible for membership in the Western

Michigan Region of the Sports Car Club of America, Inc.

a. The applicant must have tendered all the applicable dues or assessments to the Treasurer

of the Western Michigan Region of the Sports Car Club of America, Inc.

b. The applicant must agree to these By-Laws and accept them as binding in the operation

of the Corporation.

2. Membership shall be restricted to members in good standing of the Sports Car Club of

America, Inc.

C. Voting Rights: Each member in good standing over the age of 18 shall be entitled to one (1)

vote on each matter submitted to a vote of the members.

D. Termination of Membership: Membership in the Corporation shall be terminated under the

following conditions:

1. Actions detrimental to the well being of the Western Michigan Region, the Sports Car Club

of America, Inc. and the sport of motoring

2. Indebtedness to Western Michigan Region and/or Sports Car Club of America, Inc. in excess

of Sixty (60) days

E. Resignation: Any member may resign by filing a written resignation or email with the Secretary,

but such resignation shall not relieve the member so resigning of the obligation to pay dues,

assessments or other charges theretofore accrued and unpaid.

III. Meetings of the Members

A. Annual Meeting: An Annual Meeting of the members shall be scheduled in the month of

December, or the first fifteen (15) days of January, as convenient and practical, with approval of

the Board of Directors, for the transaction of such matters as may properly be brought by the

members. The incoming Directors shall be announced and introduced.

B. Special Meetings: Special Meetings of the members may be called by the Regional Executive,

the Board of Directors or not less than 10 percent of the members having voting rights.

C. Place of Meeting: The Board of Directors may designate any place, either within or without the

State of Michigan, as the place of meeting for any Annual Meeting or Special Meeting called by

the Board of Directors, and at such meeting any corporate action may be taken.

D. Notice of Meetings: Written notice stating the place, day and hour of any meeting of members

shall be delivered, either personally or by email or USPS, to each member entitled to vote at such

meeting, not less than ten (10) no more than fifty (50) days before the date of such meeting, by

or at the direction of Regional Executive, or the Secretary or the Officers, or persons calling the

meeting. Notice requirements may also be met by posting the information on the corporation

website www.wmr-scca.org . In case of a Special Meeting or when required by statute or these

By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If

mailed, the notice of a meeting shall be deemed to be delivered when deposited in the US Mail

and addressed to the member at his/her address as it appears on the records of the Corporation,

with postage thereon prepaid.

E. Quorum: The members holding one-fourth (1/4) of the votes which may be cast at any meeting

shall constitute a quorum at such meeting. If a quorum is not present at any meeting of

members, a majority of the members present may adjourn the meeting from time to time without

further notice.

F. Proxies: At any meeting of members, a member entitled to vote may vote by proxy execute in

writing by the member.

G. Voting by Mail: Where Directors or Officers are to be elected by members or any class or

classes of members, such election may be conducted by mail or electronic services in such a

manner as the Board of Directors shall determine.

IV. Board of Directors

A. General Powers: The affairs of the Corporation shall be managed by its Board of Directors.

B. Number, Tenure and Qualifications: The number of Directors shall be seven (7). Each Director

shall hold office until the next annual Meeting of members or until his/her successor shall have

been elected and qualified. Directors must be members of the Corporation, but need not be

residents of the State of Michigan.

C. Regular Meetings: A regular Annual Meeting of the Board of Directors shall be held other than

this By-Law, immediately after, and at the same place as, the Annual Meeting of members. The

Board of Directors may provide by resolution the time and place. For the holding of additional

regular meetings of the Board of Directors without other notice than such resolution. There shall

be at least one (1) Board of Directors meeting biannually.

D. Special Meetings: Special Meetings of the Board of Directors may be called by or at the request

of the Regional Executive or any two (2) Directors. The person or persons authorized to call

Special Meetings of the Board of Directors may fix any place within or without the State of

Michigan, for holding any Special Meeting of the Board called by them.

E. Notice: Notice of any Special Meeting of the Board of Directors shall be given at least ten (10)

days prior written notice delivered personally, or sent by USPS, or email to each Director at their

address as shown by the records of the Corporation, unless a quorum of the Board agrees to meet

sooner.

F. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of

business at any meeting of the Board. If less than a majority of the Directors are present at said

meeting, the Directors present may adjourn the meeting without further notice.

G. Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum

is present shall be the act of the Board of Directors, unless the act of a greater number is required

by law or by these By-Laws.

H. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative

vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected

for the unexpired term of his/her predecessor in office.

I. Compensation: Directors as such shall not receive any compensation for their services.

J. Informal Actions by Directors: Any action required by law to be taken at a meeting of Directors,

or any action which may be taken at a meeting of Directors, may be taken without a meeting if a

consent in writing, setting forth the action so taken, shall be signed by a quorum of the Directors.

K. Recalls: Petitions signed by 10 percent (10%) of members in good standing shall be necessary to

initiate a recall election. Such election shall be held not more than fifty (50) days after the

presentation of such petition(s) to the Board of Directors.

V. Officers

A. Officers:

1. The officers of the Corporation shall be a Regional Executive, an Assistant Regional

Executive, a Secretary, a Treasurer and three (3) Directors.

2. The Board of Directors may appoint or elect such other officers, including one or more

Assistant Secretary(s) and one or more Assistant Treasurer(s), as it deems desirable. Such

officers to have the authority and perform the duties prescribed by the Board of Directors.

They shall not be entitled to a vote on the Board of Directors.

B. Election and Term of Office: The officers of the Corporation shall be elected annually by the

membership in a general election.

1. The Board of Directors may appoint a Nominating Committee to review and select a slate of

candidates for general election.

a. The Nominating Committee shall consist of at least three (3) members in good standing

of the Corporation, with one (1) member serving as Chairman.

b. The Nominating Committee must be selected on or before April fifteenth (15) of the

calendar year.

c. The Nominating Committee shall attempt to slate at least two (2) nominees for each

elective office.

d. A slate of proposed officers must be submitted to the Secretary on or before September

first (1) of the calendar year. This slate must be signed by six (6) members in good

standing of the Corporation.

2. Any member in good standing of the Corporation may nominate a candidate for elective

office. Such nominations must be made in writing, signed by the member making the

nomination and delivered to the Secretary of the Corporation, not later than October 1 of the

calendar year to be included on the ballot.

3. The Secretary shall prepare a ballot to be mailed by October 15 to the members of the

Corporation in good standing as of October 1 of the calendar year. The voting may be by e-

mail and all ballots must be received by the designated election official before November 1

of the calendar year. The ballot must be legibly signed by the member voting to be

considered valid. The Secretary or designee will devise and use a ballot form which will be

satisfactory to a majority of the Board of Directors. If the Nominating Committee is only

able to slate one (1) nominee for each elective position and if no other nominations are

received from the members in good standing, then a ballot submitted to the members is not

required. The slate of officers as presented by the nominating committee will be held to have

been elected.

4. New offices may be created and filled by the Board of Directors. Each officer shall hold

office until his/her successor shall have been selected. These officers shall have no vote on

the Board of Directors.

5. A Member-at-Large or Members-at-Large may be selected or elected, by methods devised by

the Board of Directors, to act as an advocate for the membership.

C. Removal: Any officer elected or appointed by the Board of Directors may be removed by the

Board of Directors.

D. Vacancies: A vacancy in any office except Regional Executive because of death, illness,

resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for

the unexpired portion of the term. The Assistant Regional Executive will succeed the Regional

Executive.

E. Regional Executive: The Regional Executive (RE) shall be the principal executive officer of the

Corporation and shall in general supervise and control all of the business and affairs of the

Corporation. RE shall preside at all meetings of the members and of the Board of Directors. RE

may sign, with the Secretary or any other proper officer of the Corporation authorized by the

Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the

Board of Directors, has authorized to be executed, except in cases where the signing and

execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or

by statute to some other office or agent of the Corporation; and in general RE shall perform all

duties as may be prescribed by the Board of Directors from time to time.

F. Assistant Regional Executive (Asst. RE): In the absence of the Regional Executive or in event of

the ability or refusal to act, the Asst. RE shall perform the duties of the Regional Executive, and

so acting, shall have all powers of the Regional Executive and be subject to all restrictions upon

the Regional Executive. An Asst. RE shall perform such other duties as from time to time may

be assigned by the Regional Executive or the Board of Directors.

G. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and

securities of the Corporation; received and give receipts for monies due and payable to the

Corporation from any source whatsoever, and deposit all such monies in the name of the

Corporation in such banks, trust companies or other depositories as shall be selected in

accordance with the provisions of Article VII of these By-Laws; and in general perform all

duties incident to the office of Treasurer and such other duties as from time to time may be

assigned by the Regional Executive or Board of Directors.

H. Secretary: The Secretary shall keep the Minutes of the meetings of the members and of the

Board of Directors; see that all notices are duly given in accordance with the provisions of these

By-Laws or as required by law; keep a register of the post office address of each member of the

board of directors; prepare and transmit Minutes of Board meetings to all Directors; responsible

for preparing and transmitting correspondence of the Corporation; and in general perform all

duties incident to the office of Secretary and such other duties as from time to time may be

assigned by the Regional Executive or by the Board of Directors.

I. Director(s): The elected Director(s) shall be elected annually to a one (1) year term of office.

The other two (2) Directors will be the two most previously serving Regional Executives:

Director shall perform the duties incident to the office of Director and other such duties as from

time to time may be assigned by the Board of Directors.

J. Assistant Treasurer(s) and Secretary(s): If required by the Board of Directors, the Assistant

Treasurer(s) and the Assistant Secretary(s), in general, shall perform such duties as shall be

assigned to them by the Treasurer or the Secretary, or by the Regional Executive or the Board of

Directors.

VI. Committees

Committees not having and exercising the authority of the Board of Directors in the management of

the Corporation may be appointed in such manner as may be designated by a resolution adopted by a

quorum of the Directors. Except as otherwise provided in such resolution, members of each such

committee shall be members of the Corporation, and any member thereof may be removed by the

person or persons authorized to appoint such member whenever in their judgment the best interests

of the Corporation shall be served by such removal.

A. Terms of Office: Each member of a committee shall continue as such until the next Annual

Meeting of the members of the Corporation or until his/her successor is appointed, unless the

committee shall be sooner terminated, or unless such member be removed from such committee,

or unless such member ceases to qualify as a member thereof. Or resigns from said committee.

B. Chair; One member of each committee shall be appointed chair by the person or persons

authorized to appoint the members thereof.

C. Vacancies: Vacancies in the membership of any committee may be filled by appointments made

in the same manner as provided in the case of the original appointments.

D. Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a

committee, a majority of the whole committee shall constitute a quorum and the act of a majority

of the members present at a meeting at which a quorum is present shall be the act of the

committee.

E. Rules: Each committee may adopt rules for its own government not inconsistent with these By-

Laws or with rules adopted by the Board of Directors.

VII. Contracts, Checks, Deposits and Funds

A. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the

Corporation, in addition to the officers so authorized by these By-Laws, to enter into any

contract or execute and deliver any instrument in the name of and in behalf of the Corporation,

and such authority may be general or confined to specific instances. Contracts may not be

entered into without the approval of the Regional Executive and the Board of Directors.

B. Checks, Drafts, Bonding, etc.: All checks, drafts or orders for the payment of money, notes or

other evidences of indebtedness issued in the name of the Corporation, shall be signed by such

officer or officers, agent or agents of the Corporation and in such manner shall from time to time

be determined by resolution of the Board of Directors. In the absence of such determination by

the Board of Directors, such instruments shall be signed by the Treasurer or by the Regional

Executive of the Corporation.

The Corporation may maintain a surety bond covering those officers, agents of the Corporation

or Board of Directors who may have any relation with monies or assets of the Corporation.

C. Deposits: All funds of the Corporation shall be deposited promptly to the credit of the

Corporation in such banks, trust companies of other depositories as the Board of Directors may

select.

D. Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift,

bequest or devise for the general purposes or for any special purpose of the Corporation.

VIII. Books and Records of Corporation: The Corporation shall keep correct and complete books and

records of account and shall also keep minutes of the proceedings of its members, Board of Directors

and committees having any of the authority of the Board of Directors, and shall keep at its registered

or principal office a record giving the names and addresses of each member entitled to vote. All

books and records of the Corporation may be inspected by any member, or his/her agent or attorney,

for any proper purpose at any reasonable time.

IX. Fiscal Year: The fiscal year of the Corporation shall begin on the first day of January and end on the

31st day of December in each year.

X. Dues

A. Annual Dues: The Board of Directors may determine from time to time the amount of initiation

fee, if any, and annual dues payable to the Corporation by primary member.

B. Default and Termination of Membership: When any member shall be in default in the payment

of dues for a period of Sixty (60) days from the beginning of the fiscal year or period for which

such dues became payable, their membership may thereupon be terminated by the Board of

Directors in the manner provided in Article II of these By-Laws.

XI. Waiver of Notice: Whenever any notice is required to be given under the provisions of the Michigan

Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the By-Laws

of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such

notice, whether before or after its time stated therein, shall be deemed equivalent to the giving of

such notice.

XII. Personal Liability: Any persons or Corporations extending credit to, contracting with or having any

claims against the Corporation, its officers or Board of Directors shall lock in only the funds and

property of the Corporation for the payment of any debt, damages, judgment, or decree, or any other

money that may otherwise become due or payable to them from the Corporation, its officers or