Summary of By-Laws

The Suds Hot Rod Club By-Laws Amended 1/5/09 By-Laws Index ARTICLE I Name, Insignia, Incorporation and Objective Section 1 Official Name Section 2 Insignia Section 3 Incorporation Section 4 Objective ARTICLE II Membership Eligibility and Acceptance Conduct and Behavior Voting Rights Expulsion Resignations Problem resolution Additional Memberships ARTICLE VII Officer Standards of Conduct Section 1 Officer Conduct ARTICLE VIII Officer Resignation and Removal from office Section 1 Resignation Section 2 Impeachment Section 3 Vacancies in Offices ARTICLE IX Committees Committees ARTICLE X Meetings Regular meetings The Right to Speak Special meetings Robert’s Rules of Order Order of Business ARTICLE XI Amendments Amendment Submission for amendment Voting on amendments Presentation to the membership Special Amendments Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 1 ARTICLE III Term of Membership and Dues Section 1 Term of membership Section 2 Dues Section 3 Termination of membership ARTICLE IV Government Government Terms of Officers Control of Officers Funds Quorum ARTICLE V Election of Officers Notification of voting privileges Nominations and Elections Schedule of Officer voting Seating of new Officers ARTICLE VI Duties of Officers President Secretary Treasurer Sergeant-of-Arms Vice President Club Operations Vice President Restaurant Operations Vice President Events Vice President Memberships Vice President Facilities Mgmt Section 1 Section 2 Section 3 Section 4 Section 5 Section 1 Section 2 Section 3 Section 4 Section 5 Section 1 Section 2 Section 3 Section 4 Section 5 Section 1 Section 2 Section 3 Section 4 ARTICLE XII Using the Name of the Organization Section 1 Use of names ARTICLE XIII Duration of Document Duration of By-Laws ARTICLE XIV General Sections General ATTACHMENTS Acceptance and approval Section 1 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 1 Page 1 The Suds Hot Rod Club By-Laws The Suds Hot Rod Club, Inc. 350 Market Plaza Greenwood, Indiana 46142 All Amendments to previous By-Laws prior to the above date are hereby null and void. ARTICLE I Name, Insignia, Incorporation and Objective Section 1 Official Name This organization shall be officially known as The Suds Hot Rod Club. Section 2 Insignia The organization’s official insignia shall be as determined by the membership. Section 3 Incorporation The Club is defined as a Social Club under IRS section 501 (C) (7) and is a tax exempt organization. The Club is incorporated in the State of Indiana as a NonProfit Domestic Corporation. Section 4 Objective The Club exists for the primary purposes of supporting The Suds drive-in restaurant, maintaining the tradition of family oriented cruising around The Suds and to provide a common ground for those who share the “love” for classic and vintage cars. ARTICLE II Membership Section 1 Eligibility and Acceptance A. Any person of good character and intent interested in supporting The Suds drive-in restaurant. Applicants are required to submit a completed Membership Application along with the first year's annual dues to the Club. Membership will be effective immediately and renewable annually per Article III, Section C. Amended 1/5/09 B. C. Section 2 Conduct and Behavior A. All members will adhere to common standards of courtesy and respect for all other Club members and "cruisers" of The Suds. In the event of a dispute of such standards, the dispute will be settled by a majority vote of members present at the next available Club meeting. The use of alcohol or illegal drugs is forbidden on the property of The Suds. All members will refrain from the excess use of profanity while on the property of The Suds or in Club meetings. B. C. Page 2 The Suds Hot Rod Club By-Laws D. Amended 1/5/09 Members will refrain from issuing derogatory, hurtful, or inflammatory statements about fellow Club members during Club meetings or functions, or by means of public broadcast electronic emails, or by means of posters, banners, flyers, or any other type of written material intended for public distribution. Section 3 Voting Rights Club Members will have the right to cast votes at any and all Club meetings or functions subject to the following restrictions: A. A member must meet minimum Club participation requirements in order to cast a vote for any of the following: 1. 2. 3. 4. B. The election of Club Officers To vote in impeachment proceedings of Officers To cast a vote for a change in the Club By-Laws. The right to petition under Section 6 of this Article. Minimum Club participation requirements are: 1. Attended six (6) of the previous twelve (12) monthly Club meetings and also worked as a volunteer at The Suds a minimum of twenty-four (24) hours during the previous twelve (12) months. Such time working as a volunteer may consist of activities performed either on or off the premises of The Suds during any day of the week. 2. C. Proof of minimum Club participation 1. It is the responsibility of the Club member to enter his/her name into attendance records provided by the Club Secretary for Club meetings and volunteer work at The Suds. Any disputes involving proof of Club participation will be settled by a majority vote of Club officers. 2. D. Other than votes listed above limited by minimum Club participation requirements, all members may cast votes set forth on all other issues in all Club meetings from day one of membership. Section 4 Expulsion Any Club member may be reprimanded, impeached, or expelled from Club membership for violating the By-Laws of the Club or for due cause by the recommendation of the Officers. Such expulsion will require a majority vote of the members present at a scheduled Club business meeting or a special session of the membership. Application for reinstatement to the Club must be presented to the Club in writing for approval by a majority vote of the members present at a monthly Club meeting or special Club meeting. Page 3 The Suds Hot Rod Club By-Laws Section 5 Resignation A member may resign from membership at any time during the membership period by providing written notice to the Club. The resignation will become effective immediately with the notice given. In lieu of a written notice of resignation, a verbal tender of resignation shall be accepted if witnessed by a minimum of one (1) Club officer and two (2) Club members. Application for reinstatement to the Club must be presented to the Club in writing for approval by a majority vote of the members present at a monthly Club meeting or special Club meeting. Section 6 Problem resolution Problems that arise as a result of Club activities or restaurant operations will first be brought to the attention of the Club Officer most directly in charge of that activity. If a member is uncertain as to which Club Officer to direct the problem to, the member may direct the problem to any Club Officer. A. The Club Officer may attempt to resolve the problem to the best of that Officer’s ability. The Club Officer may relegate the problem to another Club Officer whose area of responsibility is more closely associated with the nature of the problem. If the Club Officer is unable to solve the problem to the member’s satisfaction, the member may request the problem be addressed at the next meeting of Club Officers for a vote by the Officers. If the member feels the problem remains unsolved following the Club Officer’s meeting, the member may request the problem be presented to the Club at the next monthly Club meeting or special Club meeting. The Club Officers will determine by a majority vote of the Officers, if the problem warrants discussion in a Club meeting. If the Club Officers present the problem to the Club at a monthly Club meeting or special Club meeting, a majority vote by the membership present will determine the final outcome of the problem. If the Officers vote not to present the problem to the Club, the member may present a petition to the Club asking for Club discussion on the problem. 1. Member must meet eligibility requirements under Article II Section 3 (A) above. Petition must state in writing the specifics of the unresolved problem Petition must be signed by a minimum of 10 additional club members meeting eligibility requirements of Article II Section 3. Petition must be presented to the Club President no later than seven (7) days prior to the club meeting the petitioner desires the petition be Amended 1/5/09 B. C. D. E. F. 2. 3. 4. Page 4 The Suds Hot Rod Club By-Laws presented to the Club for discussion. Section 7 Additional Memberships A. Honorary Member 1. Honorary membership may be bestowed on any individual who has been deemed to have acted in the best interest of The Suds Hot Rod Club or The Suds drive-in restaurant. Honorary members do not carry any voting rights, privileges and are not entitled to any Club social function. To become an honorary member, nomination must be made in writing by a current member of The Suds Hot Rod Club including the justification for the nomination. The nomination must receive a majority vote of the Club members present during a monthly Club meeting. Amended 1/5/09 2. 3. B. Lifetime Member 1. Lifetime membership may be bestowed on any member who has been deemed to have acted above and beyond in their service to the Club or to The Suds. Such membership carries all voting rights, privileges, and entitlement to any Club social function. The payment of dues is waived. To become a Lifetime member, nomination must be made in writing by a current member of the Club, including the justification for such nomination. The nomination must receive a majority vote of the members present during a monthly Club meeting. Special Memberships 1. Vice President Memberships will have the right to create special memberships pursuant to the wishes of the Club. Such Special Memberships must be approved by a majority vote of members present at a monthly Club meeting or special Club meeting. The Special Memberships will be governed by Club Standard Operating Procedures and function outside the boundaries of these ByLaws. ARTICLE III Term of Membership and Dues 2. 3. 4. C. 2. 3. Section 1 Term of membership A. Membership in The Suds Hot Rod Club is for twelve (12) consecutive months except for the following: 1. Honorary members Page 5 The Suds Hot Rod Club By-Laws Amended 1/5/09 Honorary membership will only expire with approval by a majority vote of the members present during a monthly Club meeting. 2. Lifetime member Lifetime membership will have no expiration provisions. 3. Special members Special membership expirations will be determined by Club Standard Operating Procedures. B. Membership begins on the day the completed Membership Application is submitted to the Club along with the first year annual dues. Memberships will be renewed according to the following: 1. Members joining on or before June 1 of 2008 will be renewable on st January 1 of each year. 2. Members joining after June 1 of 2008 will be renewable on the anniversary date of joining. Section 2 Dues A. Membership dues will be determined by the Club. Membership renewals will be subject to the rate of dues as of the date of renewal. Dues are nonrefundable in whole or in part. In the event of member's impeachment, expulsion or resignation, member will have no recourse to dues paid. st st C. B. Section 3 Termination of membership A. Membership will terminate immediately as a result of expulsion covered under Article II Section 4. Membership will terminate according to the terms of the notification of resignation under Article II Section 5. Membership will automatically terminate as a result of failure to renew membership with payment of membership dues. Membership dues not received within sixty (60) days after the date of renewal of membership will result in cancellation of the membership. Reinstatement following non payment of dues. If a membership has been cancelled as a result of non payment of membership dues, said member may rejoin the Club at a later time without repercussions, penalties, or restrictions. If the member rejoining seeks to have his/her original Club membership number reinstated, such request must be made in writing and approved by a majority vote of the Officers. ARTICLE IV B. C. D. Page 6 The Suds Hot Rod Club By-Laws Government Section 1 Government The government of the organization shall be vested in the Officers consisting of the offices of President, Secretary, Treasurer, Sergeant of Arms, Vice President Club Operations, Vice President Restaurant Operations, Vice President Events, Vice President Memberships and Vice President Facilities Management. Section 2 Terms of Officers The Officers will serve for 365 days. Section 3 Officers Control The Officers shall have control of The Suds, its property, Club property and the management of the organization subject to recognition of the body. Section 4 Funds Funds of the Club and The Suds shall be deposited by the Treasurer or Treasurer's designee. Checks written from the bank(s) with which they are deposited will require signatures by any two (2) of the President, Treasurer, or Vice President Restaurant Operations. The use of Club debit cards, credit cards, and all other forms of cash disbursements are subject to the approval of the President, Treasurer, or Vice President Restaurant Operations. Section 5 Quorum A quorum for monthly Club meetings or special meetings will consist of the number of members present at the meeting plus a majority of the Club Officers being present. A quorum for Club Officer meetings will consist of a majority of the Club Officers. ARTICLE V Election of Officers Section 1 Notification of voting privileges A. Any member may request the status of his/her voting privileges from the Club Secretary. The complete list of members eligible to vote will be provided to any Club member so requesting. The complete list of members eligible to vote for Officer elections, Officer impeachment, By-Law amendments, or petitions, will be made available at the start of the meeting at which the relevant topic is to be voted on. Amended 1/5/09 B. C. Section 2 Nominations and Elections A. Nominations for Officers shall be called for or rendered from the floor during the first monthly Club meeting of November. Only members meeting the Page 7 The Suds Hot Rod Club By-Laws Amended 1/5/09 requirements listed in Article II, Section 3 will be eligible to make nominations. B. Nominees for Club Officers must meet the following minimum Club participation requirements 1. 2. Attend nine (9) of the previous twelve (12) monthly Club meetings and Worked as a volunteer at The Suds for a minimum of forty-eight (48) hours during the previous twelve (12) months. Such time working as a volunteer may consist of activities performed either on or off the premises of The Suds during any day of the week. Officer nominees must have been a Club member during the entire previous twelve (12) months. Elections will be held during the first monthly Club meeting of December. Only members meeting the requirements listed in Article II, Section 3 will be eligible to cast votes for Officer elections. C. Voting for the election of President shall be made by secret written ballot. The manner of voting for all other Club Officers will be determined by the Club prior to the votes being taken. Section 3 Schedule of Officer voting The election will start with the office of President, and continue as follows: Secretary; Treasurer, Sgt of Arms, Vice President Club Operations, Vice President Restaurant Operations, Vice President Events, Vice President Memberships and Vice President Facilities Management. Section 4 Seating of new Officers New Officers shall take office at 12:01 am on the first (1st) day of January after elections in December. ARTICLE VI Duties of Officers Section 1 President A. The President as Chief Executive Officer of the organization shall supervise the organization’s affairs. Presides over meetings of the Club and conducts business therein, signs all orders of the Secretary, and/or Treasurer as authorized by the members, appoints all committees not otherwise provided for, and transacting such other business as may be required for the office. Is privileged to vote on all issues requiring a Club vote. Has the responsibility of working with all members as necessary to prepare, implement, and oversee an annual budget outlining all projected incomes and expenses for both The Suds drive-in and The Suds Hot Rod Club. Works with the Vice President Restaurant Operations to schedule 3. 4. C. B. C. D. E. Page 8 The Suds Hot Rod Club By-Laws volunteers to work inside The Suds. G. Works with other car clubs visiting The Suds. 1. Communicates with other car clubs for the purpose of those clubs using The Suds for their meetings. Works with other car clubs to share website links. Amended 1/5/09 2. H. Responsible for maintaining all federal, state and local permits and legal documents. Section 2 Secretary A. Keeps a permanent record of all monthly Club meetings by maintaining minutes of such meetings. Keeps a record of all attendees in monthly Club meetings and special Club meetings. It is the responsibility of the Club member to enter his or her name into the form provided for such records keeping. Maintains a record of members working as volunteers at The Suds. It is the responsibility of the Club member to enter his/her name into the form provided for such records keeping. Maintains a Resolutions of Record listing the specifics of all resolutions passed by the Club during Club meetings. Responsible for sending out Club information to those members not having electronic email. Create and maintain a Standard Operating Procedures Manual (SOP) for the restaurant. B. C. D. E. F. Section 3 Treasurer A. Keeps all financial records of the organization and disburses funds at the direction of the Officers and the membership. The financial records may be subject to audit annually by the Officers and/or membership. B. Prepares and presents to the Club, a Profit and Loss Statement and Balance Sheet, both monthly and annually. Responsible for issuing notice of dues payable and of their collection. Maintains a complete inventory of materials and/or property of the organization. All monies dispensed will be done so within the requirements of Article IV, Section 3 herein. Responsible for the payment of all taxes (State, Federal, Corp, etc.) plus any and all reports or filings to be made (Local, Federal, County) by the C. D. E. F. Page 9 The Suds Hot Rod Club By-Laws specified dates per year end. G. At the expiration of his/her term of office, he/she will present a complete report of expenditures and/or profits before the membership. He/She shall also appoint a committee through the President to conduct an audit before any books are released to a newly elected treasurer. Amended 1/5/09 Section 4 Sergeant-of-Arms A. Maintains quiet and order during Club meetings, and sees that the orders of the Chairman of the meeting are carried out in full. Responsible for controlling traffic entering and leaving The Suds parking lot. B. Section 5 Vice President Club Operations A. Outside Services Responsible for overseeing all outside activities associated with the normal operation of the restaurant including: 1. 2. 3. 4. B. Parking on the south lot Trash Tables Curb Service Assists the Vice President Restaurant Operations 1. Performs the duties of the Vice President Restaurant Operations in the absence of the Vice President. Assists the Vice President Restaurant operations as needed. 2. C. Section 6 Performs the duties of the Club President in the absence of the President. Vice President Restaurant Operations A. Profit and Loss (P&L) responsibility for the restaurant. Works with the Club to determine the operating budget, which will be used to guide the operation of The Suds. B. Hires and fires restaurant staff Has direct and total control over the hiring and firing of all kitchen staff. The number of hired kitchen staff versus volunteers is determined by the operating budget. C. Oversees food and beverages ordering and preparation. Has the responsibility of ordering food and beverages, maintaining those inventories, and for the preparation and sales of all food and beverage Page 10 The Suds Hot Rod Club By-Laws products. Section 7 Vice President Events A. B. Responsible for Valet Parking Coordinates all car shows and events 1. 2. Is in charge of all aspects of Club shows and events. He/She will present the Club with a list of dates for each planned event. Such list would be presented to the Club during the first meeting in January of each year for a majority approval vote by the Club. Amended 1/5/09 C. D. Responsible for working with sponsors for the shows and events. Responsible for advertising sales. 1. Contacts prospects and negotiates advertising rates. Advertising rates will be approved by majority votes in a Club meeting. E. Section 8 Works with the Club President to prepare budgets for each show or event. Vice President Memberships Has complete control and responsibility over membership sales, records keeping, renewals, website development, and product marketing. A. Maintains membership roster 1. The Vice President Membership maintains the roster of all members, including names, mailing addresses, phone numbers and email addresses. B. C. D. Actively recruits new members to the Club. Responsible for new member applications and sales. Develops new membership incentives 1. This Officer will periodically present to the Club ideas and proposals for the Club to consider as means to induce or entice prospective members to join the Club. E. Responsible for new member orientations as determined by the Club Standard Operating Procedures. Responsible for all membership renewals. Responsible for the Club website development and maintenance. Maintains product inventory of all stock on hand, including both quantity and cost and reports same to the club Treasurer for accounting purposes. Is in charge of all new product development. F. G. H. I. Page 11 The Suds Hot Rod Club By-Laws J. Section 9 Responsible for all sales of club merchandise. Amended 1/5/09 Vice President Facilities Management A. Has complete responsibility for the upkeep of the building, parking lot and outbuildings. Works with the Vice President Restaurant Operations on maintaining the interior of the restaurant. Equipment procurement 1. Has the responsibility of procuring equipment either inside or out of The Suds as the Club has deemed necessary to purchase. All equipment purchases are to be pre-approved by a majority vote of the Officers. The Club will be notified prior of the purchase if the purchase amounts exceeds the amount previously budgeted. ARTICLE VII Officer Standards of Conduct B. C. 2. 3. Section 1 Standards for Officer conduct All Club Officers will adhere to the following: A. Maintain a level of conduct above and beyond the requirements listed in Article II Section 2. 1. All disputes of officer conduct will be settled by a majority vote of members present at a monthly Club meeting or special Club meeting. B. C, Attend a minimum of nine (9) monthly Club meetings. Volunteer to work a minimum of twenty-four (24) hours of service in support of The Suds each year. Such time may consist of activities associated with fulfilling the duties of the Officer listed in Article VI herein and may be performed off the premises of The Suds during any day of the week. ARTICLE VIII Officer Resignation and Removal from office Section 1 Resignation In the event any Officer seeks to resign, they shall present their resignation, in writing, to a meeting of the remaining Officers. If the Officers find the reasoning, accounts, documents, and/or properties, in good order, the resignation may be accepted. In lieu of a written notice of resignation, a verbal tender of resignation shall be accepted if witnessed by a minimum of one (1) Club officer and two (2) Club members. Page 12 The Suds Hot Rod Club By-Laws Section 2 Impeachment A. An elected Officer may be impeached or dismissed for serious violations or neglect of the duties of his office, or for serious infringements of any provision of the By-Laws. Impeachment proceedings will begin with either of the following: 1. 2. A majority vote of the remaining Club Officers for impeachment. A majority vote of the members present at either a regularly scheduled or monthly Cub meeting or any special meeting. Amended 1/5/09 B. C. Any and all charges must be made in writing, with a copy being furnished to the charged person at the start of the impeachment proceedings The charged person shall be entitled to present his/her feelings before the membership, in which a majority vote of the membership present is required to cast said person out. During an impeachment proceeding and/or trial, said Officer shall not perform the duties of his/her office. Only Club members meeting the requirements in Article II Section 3 have voting rights for impeachment. The vote for impeachment shall be done by means of a secret ballot cast by Club members. D. E. F. G. Section 3 Vacancies in Offices A. Any vacancy of an office shall be filled by a majority vote of the Club members present at the next scheduled Club meeting or special Club meeting. Members voting to fill an office vacancy must meet the restrictions and qualifications listed in Article II Section 3. The Club President will assume the duties of the vacant office while the office is vacant. If the office of the Club President is vacant, the Vice President Club Operations will assume the duties of the President while the office of President is vacant. The term of office for any Officer elected as a result of vacancy shall be until the next regularly scheduled annual Officer voting by the Club. ARTICLE IX Committees B. C. Section 1 Committees The Club Officers shall appoint committees to conduct the business of the Club or The Suds as they deem necessary and appropriate. ARTICLE X Meetings Section 1 Regular meetings Page 13 The Suds Hot Rod Club By-Laws Amended 1/5/09 Regular Club meetings shall be held monthly on the first (1st) Wednesday of each month at 7:00 p.m. at a place to be determined by the membership. Section 2 The Right to Speak Any member denying another Club member the right to speak out at any organized meeting without the recognition of the Chairman of the meeting, shall be subject to ejection from that meeting. The right to speak at a Club meeting includes the opportunity to fully present one’s view subject to the timeframe afforded the meeting. Section 3 Special meetings Special meetings of the membership shall be called by any of the following: A. B. Section 4 The Club President The request of a majority of Officers. Robert’s Rules of Order Robert's Rules of Order shall govern the proceedings of all meetings of the organization and its constituent parts, except as prescribed in these By-Laws. Section 5 Order of Business: The order of business at monthly Club meetings will be as follows: A. B. C. Call to order by Sergeant of Arms Welcome and introductions by President Secretary reports 1. 2. D. Reading of minutes from last meeting Secretary's general report Treasurer's reports 1. 2. Cash Flow statement Treasurer's general statement E. President's reports 1. 2. 3. Profit and Loss statement Budget President's general report F. Vice Presidents' reports Page 14 The Suds Hot Rod Club By-Laws 1. 2. 3. 4. 5. G. Vice President Club Operations Vice President Restaurant Operations Vice President Events Vice President Memberships Vice President Facilities Management. Amended 1/5/09 Open discussions ARTICLE XI Amendments Section 1 Amendment The By-Laws may be amended by a majority vote of the Club membership present at any regular or special meeting. Section 2 Submission for amendment Any amendment or alteration to these By-Laws shall be presented to the Club at any regular or special Club meeting. Section 3 Voting on amendments Voting on proposed amendments will take place during a Club meeting, with such meeting being held no sooner than thirty (30) days and no later than sixty-one (61) days from the day the proposed amendment was presented to the Club. Any proposed amendment, having been put to vote and rejected, shall not be considered again within a period of ninety (90) days from the date of rejection. Section 4 Presentation to the membership Any approved amendments or alterations to the By-Laws will be presented to the Club membership within seven (7) days of approval. Section 5 Special Amendment A. These By-Laws may be amended under special circumstances. 1. Where the overall welfare of the Club or The Suds is being adversely affected by the strict adherence to the By-Laws. The special circumstances must be recorded with the Secretary. The Special Amendment must be approved by a two-thirds (2/3) majority vote of the Club membership present at any regular or special meeting. 2. 3. B. C. Special Amendments will be effective on the date so specified therein. Any approved Special Amendment to the By-Laws will be presented to the Club membership within seven (7) days of approval. Page 15 The Suds Hot Rod Club By-Laws ARTICLE XII Using the Name of the Organization Section 1 Use of names It shall be unlawful for any member to use the name of this Club or The Suds drivein restaurant for any personal gains and/or purposes, without consent of the membership established by a majority of members present voting such consent. Any violations of this section shall be cause for expulsion from the Club. ARTICLE XIII Duration of Document Section 1 Duration of By-Laws These By-Laws shall be in effect upon ratification and shall remain as the rules governing this Club subject to amendment procedures under Article XI. ARTICLE XIV General Sections Section 1 General Should any of the provisions contained in the forgoing By-Laws be in conflict with any Federal, State, or local laws, that provision shall remain as a part of this instrument on an inactive status, and at such time that said provision becomes in conformity with Federal, State, or local laws, such provision shall immediately be in effect, and shall be binding upon the members of The Suds Hot Rod Club. Amended 1/5/09 Acceptance and approval These By-Laws, presented to the membership of the Suds Hot Rod Club, Inc. on ___________ and approved by a majority of votes on ___________________, is hereby effective on this _________ day of ________, 2009 _____________________________ President ________________________ Secretary Page 16