Article I: Name, Purpose and Goals

Section 1: Name

The legal name of the Club is Cascade Cobras, hereafter referred to as the "Club".

Section 2: Purpose

The general purpose of the Club shall be to encourage ownership, operation and enjoyment of replica (and/or original) Cobra/Shelby® automobiles (and their derivatives), provide service to others, and encourage careful and skillful driving on public roads.

Section 3: Goals

  1. Help fellow members complete and enjoy their cars.
  2. Organize Club runs and events throughout the year.
  3. Be a resource for other members and enthusiasts.
  4. Foster fun with friends and encourage family involvement.
  5. Make our community a better place through donations/participation in local charitable organizations/events such as Doernbecher, Emanuel Children’s Hospital, etc.
  6. Be responsible citizens and obey the law.
  7. Be considerate to and demonstrate good will toward other car owners.

Article II: Government

Section 1: Government

The government of this Club is vested in its members who exercise the right of control in all its affairs, subject to the laws of the State of Oregon regarding not-for-profit corporations.  These Bylaws shall guide government and shall take effect when accepted by a majority of active members at a regular meeting with at least a quorum of members present.

Article III: Membership and Dues

Section 1: Membership Qualifications

Any individual interested in the sport of motoring that has an interest in original and/or Cobra® replicas is eligible to become a member of this organization.

Section 2: Active Members

Refers to any person accepted as provided in Section 3 of this article.  Said members shall have the right to vote, hold office, receive Club publications, use Club owned materials, and participate in Club-sanctioned events.  Members may also be issued additional Club related items as determined by the membership committee.  A paid membership (active member status) also includes (1) one additional membership.  The second named member (as identified in section 3 below) is entitled to all privileges afforded the primary member including full voting rights.

Section 3: Application Procedure

All applicants for active membership in the Club shall complete the Club's membership form and submit it along with the current dues to the Club treasurer.  Upon completing the above provisions, said applicant shall be given active membership status.  If a second voting member (as provided for in section 2 above) is to be recognized they must also be named on the membership form.

Section 4: Dues

Membership annual dues shall be established each calendar year by the Board of Directors with approval by the membership at a regular meeting.  Dues shall be paid by January 31st of each year.  Membership shall automatically lapse for non- payment at the end of February.  Dues are non-refundable, and payment entitles each member to the rights/benefits stated in Section 2 of this article.

Section 5: Expulsion and Resignation

Any member may be expelled for infraction of Club rules or for such cause contrary to the best interests of the Club by majority vote of the Club officers.  However, before such action is taken, the member shall have an opportunity to submit in writing or in person their position on any charge against them.  The member shall receive written notice of the charge and shall have the right to appeal to the membership.  Any member may resign by directing a letter of resignation to the secretary.  Their resignation shall be effective upon receipt of such letter provided all indebtedness to the Club is paid.

Article IV: Officers and Duties

Section 1: Officers

The officers of the Club shall be a President, Vice President, Secretary, Treasurer, Events Coordinator, and Editor-Publisher.  Any additional officers shall be considered and proposed by the Board of Directors as needed.  Term of office shall be two (2) years, from January through December of the following year or the remainder of an officer's term if a person is elected or appointed an officer during the interim.

Section 2: Board of Directors

The Board of Directors will consist of the six (6) elected officers listed in Section 1 of this article.

Section 3: Officer Nomination & Election

The nomination of officers shall come from the floor of the November regular meeting.  All existing officers shall be automatically nominated for re-election unless he or she expresses interest in stepping down.  Ballots will be mailed via USPS to all active members by December 1st.  Deadline for return receipt of the ballots will be noted on the ballot.  The Board will direct the membership committee to count and tabulate the votes cast.  In the event of a tie, a runoff election will be held by secret ballot of those members present at the December membership meeting.  A quorum must be present to have an election of officers.  Election results will be announced during the December membership meeting.

Section 4: Officer Resignation

Should any of the Club officers resign or become unable to hold office prior to the end of their elected term, the highest-ranking remaining officer shall call a meeting of the other remaining officers and vote to fill the vacancy.

Section 5: Officer Removal

Any officer may be removed from their office at any time by a two-thirds majority vote of the active members present at any meeting of the membership called for that purpose.

Section 6: Officer Duties

The President shall preside at all meetings of the membership and of the Board of Directors.  The President shall be ex-officio member of all committees of the Club, and may appoint members to committee service when deemed necessary.

The Vice-President shall assume the duties of President in case of the absence, incapacity or inability of the President to perform the duties of his/her office.  The Vice-President shall also assume any duties as directed or deemed necessary to aid the President in running the Club more efficiently.  Vice-President will also be chairman of the annual audit committee.

The Secretary shall be responsible for keeping the minutes of all meetings; shall have custody of all Club records other than financial records; shall with the President sign all written contracts and obligations of the Club; and shall maintain the official correspondence of the Club.  The Secretary shall keep a log of all items purchased for common use by the Club.  The log will record the date of purchase, cost, storage location and custodian.  The custodian is responsible for tracking location of these items.  This will include items such as walkie-talkies, banners, ropes and any item purchased by the Club with the intent of being a shared Club resource.

The Treasurer shall be responsible for the collection and disbursement of all Club funds in accordance with the instruction of the Board and shall be responsible for the financial records of the Club.  The Treasurer shall prepare an annual budget and propose annual dues with members of the Budget Committee.  The Treasurer shall provide financial records to the audit committee as called for by the audit committee chairman or the President.

The Events Coordinator shall be responsible for maintaining the Club's activities on the website calendar, including Club meeting dates, any Club-sponsored activities (runs, picnics, Christmas party, etc.) as well as items of interest to Club members.

The Editor/Publisher shall be responsible for the collection of written information, artwork, photos, etc., of interest to the membership.  Content of publications will be edited by this person under the direction of the Board of Directors.  Publications and circulation are also his/her duty.

Article V: Meetings

Section 1: Meetings

The regular meeting of the Club membership shall be held monthly unless otherwise determined by the Board.  Notice of the regular meetings will be posted on the Club’s events calendar, website forum, and e-mailed to the members and interested parties not less than five (5) days prior to the meeting date.  The notice shall contain the date, time, location, and agenda (if topics are known) of the meeting.

Section 2: Special Meetings

Special meetings may be scheduled and held at the discretion of the President.  Special meeting notices shall be e-mailed, posted on website, or telephoned to all involved members not less than three (3) days prior to the meeting date.  Notice of any such meeting shall contain the time, place, date, and agenda.

Section 3: Board Meetings

The Board of Directors shall meet at least one time a year to consider matters as presented by the officers.  Additional Board meetings may be scheduled and held at the discretion of the President.  The President resides over all Board of Directors meetings.  An agenda will be sent out at least a week in advance.  The meeting date and place shall be by common consent of the Board members.

Section 4: Quorum

Nine (9) voting members shall constitute a quorum at a regular meeting.

Article VI: Committees

Section 1: Formation

In the name of the Club, the President may create committees and appoint members to committee service when deemed necessary.  The President shall be ex-officio member of all committees of the Club.

Section 2: Membership Committee

The Membership committee will consist of three (3) active members, appointed by the President, who shall act as greeters and a contact for new members.  They will also be responsible for Club elections, maintaining a current roster, providing additional items to members as available (i.e.: membership cards, club stickers, participation awards, etc.) and perform other functions to help maintain an informed orderly membership.  In the event of a conflict of interest in the Club elections (i.e. a member of the Membership Committee is running for office) the President shall appoint a replacement member to fulfill the election duties.

Section 3: Budget Committee

The President shall appoint a minimum of three (3) active members to serve as the Budget Committee.  The Treasurer shall work with members of the Budget Committee to prepare an annual budget and propose annual dues.  This proposal will be presented to the membership for approval at the first meeting of each year.

Section 4: Audit Committee

The President shall appoint a committee comprised of a minimum of two (2) Club members who will work with the Vice President to audit the past year’s financial records.  The Vice President will call the committee meeting/s at his discretion.  The committee will report their findings to the members at the December meeting.

Article VII: Budget

Section 1: Budget

The Treasurer shall prepare an annual budget and propose annual dues with members of the Budget Committee.  The membership shall approve the budget and dues during the first meeting of each year.  Expenditures based on an approved budget shall be authorized by the membership, regardless of amount.  Any expenditure not on the approved budget over fifty ($50.00) dollars will be subject to a vote by the general membership at a regular meeting.  Most costs incurred such as entry fees, event/show admission, display costs will be paid for by those participating in the event, unless funds are pre-approved by the Club.  Club funds will be used for production and distribution of the publications through the most convenient means available i.e. e-mail, website posting, or U.S. mail.  In the event of an "emergency" purchase, reimbursement may be requested at the next Club meeting.  The Club is not obligated to reimburse the member and the decision will be determined by a majority vote.  At the November meeting, the Treasurer shall deliver the financial records for the annual audit.  The committee shall be comprised of the Vice-President who will appoint a minimum of two (2) Club members who will audit the financial records and report their findings at the December Club meeting.

Section 2: Fiscal Year

The fiscal year shall be from January 1st through December 31st of each year.

Article VIII: Amendments to Bylaws

Section 1: Amendments

Notice of the proposal is required before a meeting to change the Bylaws.  The notice will be distributed to all currently active members for review of the proposed changes.  This includes the new language to be inserted in the bylaws and, possibly, a brief explanation of the effects of the change and why they are desirable.  A majority approval vote of the active members present at any regular meeting (quorum is required) of the Club is required to change the Bylaws.

Article IX: Parliamentary Authority

Section 1: Rules

Robert's Rules of Order and Robert's Parliamentary Law shall apply on all questions, procedures and parliamentary law not specified in these Bylaws (See https://robertsrules.com/).

Article X: Dissolution of Organization

Section 1: Dissolution

Upon dissolution of the organization, all funds and any assets remaining will be liquidated and the proceeds donated to a charitable organization decided upon by a majority vote of active membership at a regular meeting.

Submitted for review to the membership and approved ______________, 2010.

Thomas Walker, Vice-President

Steven Powell, Bylaws/Rules Committee Chair