ARTICLE I - NAME AND PURPOSE
- The name of the corporation shall be the Western Washington Sports Car Council, Incorporated, a perpetual non-profit Washington corporation whose principal place of business is Seattle, Washington, hereinafter referred to as the Council.
- The purposes of the Council as stated in the Articles of Incorporation are:
- To represent the member clubs in matters of general interest, and to enhance the public image of sports and marque car enthusiasts in general;
- To promote, publicize, and inter-communicate sports and marque car activities among the member clubs, sports and marque car owners and the general public; and, in addition to the purposes stated in the corporate charter;
- To buy, sell, lease, own, mortgage or otherwise deal in real and personal property for purposes incidental to the foregoing.
- By the authority of the Articles of Incorporation of the Council, Bylaws may be created and changed as the Council deems necessary so long as they are not in conflict with the Corporate Charter or local, state, or Federal laws.
ARTICLE II - MEMBERSHIP REQUIREMENTS
- There will be an initiation fee of ten dollars ($10.00) payable upon acceptance to Council membership. This fee is paid only once during a continuous membership.
- The annual dues to the Council shall be thirty dollars ($30.00) for full members and twenty-five dollars ($25.00) for associate members. Annual dues must be paid by February 28th of each year; a late charge of five dollars ($5.00) will be levied after that date.
- A club joining the Council for the first time or rejoining after an absence of twelve months or more will have its first-year dues prorated for the remaining months in the calendar year.
- Annual dues will be deposited in the general fund of the Council.
- An appropriately constituted sports or marque car club for the purpose of Council membership shall:
- Be a nonprofit sports or marque car organization whose primary purposes are automotive and related activities;
- Have a constitution or bylaws, a copy of which shall be filed with the Council; and
- Have recognized officers, an up-to-date list of which shall be maintained for the Council.
- Membership in the Council may be attained by a two-thirds (2/3) vote of the active members present at a regular meeting of the Council, provided written notice of a request for membership was submitted at the previous regular meeting and the requesting club has presented the required fees and credentials (see 3b and 3c above).
- Any club may resign from the Council upon written notice to the Secretary, provided the resignation contains the signatures of the presiding officer and one other officer from the resigning club.
- A club may be suspended from the Council for non-payment of dues within thirty (30) days of the date due. Removal of a suspension for non-payment will take place as soon as dues and late fee are paid. A full-member club may be suspended from the Council for absence from three (3) consecutive Council meetings. Removal of suspension for absence will take place at the third consecutive Council meeting at which the club is represented.
- Any member club delinquent by ninety (90) days on any other monies due the Council shall be suspended until paid in full.
- Associate membership is available to any club whose established address is more than fifty (50) miles from the Seattle city limits or for other good reasons as the Council may approve.
- Associate membership in the Council may be attained in the same manner as full membership, but will be reviewed at each January meeting.
- An associate club may not vote in Council matters, nor may any associate club member hold a Council office, nor serve as a committee head. They do, however, have all other rights and privileges of full membership.
- Associate membership may be changed to full membership at the written request of the club and by paying the difference in dues. All privileges and requirements of regular membership then apply.
ARTICLE III - COMPOSITION OF THE COUNCIL
- The Council shall be composed of one representative or alternate with one vote from each of the full and active member sports or marque car clubs.
- Each member club shall appoint one of its members in good standing as representative and no more than two members as alternates to represent it in the Council.
- Any voting club which sponsored a Championship autoslalom during the preceding year may name a second voting representative to the Council.
- A full member club shall be represented at each meeting of the Council by its representative(s) or, in his absence, by an alternate, or in the absence of all official representatives, by a recognized officer of the member club who has been listed with the Council. In any event, each member club's vote(s) shall be given by the recognized representative(s) of the member club for that meeting.
ARTICLE IV - OFFICERS
- The officers of the Council shall be the President, Vice President, Secretary, and Treasurer.
- The Board of Trustees of the Corporation shall be the officers listed in Article IV.1.
- To be eligible for nomination for office, a person must have attended three (3) Council meetings within the past year. Exceptions to this rule may be made by majority Council vote if there are not enough nominees to fill the offices.
- Officers shall be elected at the October meeting and installed at the annual meeting (see Article VII.1).
- Officers shall be elected for a term of one year by a majority vote of the Council. This is not to preclude the re-election of an officer for consecutive terms.
- The President shall preside at all meetings of the Council at which he/she is present; he/she shall have general and active management of the business of the Council and shall see that all resolutions and orders of the Council are carried into effect. He/she may vote only in case of ties. The President may be elected for a maximum of two consecutive terms.
- The Vice President shall, in the absence of the President, perform his/her duties and exercise his/her power. He/she shall also be in charge of the Sports Car Spectacular beginning after the current year's event and continuing through the following year's event.
- The Secretary shall record all votes and minutes of all proceedings of the Council. He/she shall conduct the correspondence of the Council. He/she shall be custodian of the Constitution, Bylaws and Standing Rules of the Council. He/she shall perform such other duties as prescribed the by President of the Council, and with Council approval may delegate any of his/her duties, power, or authority.
- The Treasurer shall have custody of the Council funds and shall keep full accounts of receipts and disbursements in books belonging to the Council, and shall deposit all monies and other valuable effects in the name of the Council and to the credit of the Council. He/she will render to the President and the Council whenever they may require it an account of his/her transactions as Treasurer and of the financial condition of the Council. He/she shall keep current Council membership standings of the member clubs. He/she shall incur no debt, liability, or obligation without prior approval of the Council. He/she shall be responsible for the insurance plan for the Council. He/she may delegate any of his/her duties, powers, or authority with the approval of the Council.
- In the event that an officer cannot finish his/her term, the Council shall seek a volunteer replacement subject to Council approval at the next monthly meeting.
- In the event an elected or appointed officer/committee head has been accused of conduct not in keeping with the standards of the Council, the remaining officers of the Board of Trustees, after consideration of all relating aspects, have the power to remove said officer/committee head.
- Any elected or appointed officer/committee head suspended or expelled as provided in Paragraph 11 of this Article shall be entitled, upon request, to have the charges against him/her read and to state his/her case before the membership at the next monthly meeting. After hearing the charges and the defendant, the active members present shall vote by secret ballot. A two-thirds (2/3) majority vote of the full members present shall be necessary for expulsion. Notice of the meeting at which the expulsion of any elected or appointed officer/committee head is to be considered shall be given in writing to all members one week prior to the meeting and shall specify the elected or appointed officer/committee head and the charges to be considered.
ARTICLE V - FISCAL POLICY
- All checks, drafts, or demands for money of the Council shall be signed by an approved signatory on the account.
- The Council may in any instance designate the officers or qualified agents who shall have the authority to execute any contract, conveyance, or other instrument on behalf of the Council provided prior approval of the Council is given.
- All expenditures other than ordinary administrative costs shall be authorized in advance by the Council.
- The fiscal year shall be from January 1 to December 31.
- All non-administrative activities of the Council shall be financially self-sustaining.
- An audit of the books of the Council shall be conducted on an annual basis, or upon request of the Trustees, and a report presented to the Council. The annual audit shall be conducted by the new Treasurer, or an independent third party if the Treasurer is the same as the previous year, and a report submitted to the Council no later than the February Council meeting. A third-party audit may be requested by the Trustees at any time.
ARTICLE VI - COMMITTEES
- There shall be two standing committees of the Council: the Rules Committee and the Technical Committee. The Council shall be empowered to create and regulate any other committees necessary for the conducting of Council business. Among areas which may be handled by other committees are: publicity, site administration, the Sports Car Spectacular, event and competition season results, and individual event and year-end awards.
- The Rules Committee shall examine matters of interpretation of the Autoslalom Standards, make recommendations to the Council concerning proposed changes to the Standards, and deal with any other pertinent business assigned to it by the Council.
- The Technical Committee shall make recommendations to the Council concerning car classifications and changes thereto, appeals of protests based upon car preparation, issues related to car safety, and any other pertinent business assigned to it by the Council.
- Each of the Standing Committees shall be governed by the following rules:
- The Committee shall consist of five members of active Council clubs. These members shall be elected at-large at the Council meeting held in February (See Article VII.2). Each member shall have one vote
- No more than two members of the Committee shall represent the same WWSCC club.
- The Committee Chairman shall be selected by and from among the five elected Committee members, and shall be responsible for ensuring that all recommendations of the Committee are reported to the Council. He/she shall have responsibility of the general and active management of the business of the Committee. The Chairman shall remain a regular voting member of the Committee.
- The Committee shall meet at least once prior to the regularly scheduled Council meeting at which its recommendation(s) is(are) required by the Council. The presence of at least three members of the Committee is necessary to conduct business. These meetings shall be open to any competitors having genuine interest in the issue(s) to be considered.
- A simple majority vote of the members of the Committee shall be necessary to make an official recommendation to the Council.
- All proposed Standards and car classification changes must be submitted to the applicable committee and the Council in writing. Committee meetings at which these proposals are to be considered shall be open to any interested Council club members, and shall be well publicized in advance. Any such proposals received after the October meeting of the Council shall be considered only at the year-end Open Meeting(s), through which the Committees shall ascertain the level of support among competitors for each approval. All changes approved by the Council following Committee recommendations shall be incorporated into the following year's Standards.
ARTICLE VII - MEETINGS
- There shall be an annual Council meeting held in the month of January for the purposes of installing officers and conducting any other business pertinent to the purposes of the Council.
- The election of Standing Committee members shall take place at the February Council meeting.
- The regularly scheduled business meeting of the Council shall be held on the fourth Monday of the month. In the event that this is not appropriate in a given month, the Council shall vote on an acceptable alternate date.
- Meetings to conduct Council business may be called by:
- The President, or
- Three voting Council representatives or officers.
- If a meeting is called by other than the President, written notice stating the purpose of the meeting must be sent to the members of the Council after receiving the consent of the Board of Trustees.
- Changes to the Bylaws may neither be submitted nor voted upon at these extraordinary meetings.
- In order for the Council to conduct business there must be a majority of the active Council clubs present.
- For the purpose of being able to conduct business, an active Council club is a full member club represented at one of the previous two monthly Council meetings.
ARTICLE VIII - PARLIMENTARY AUTHORITY
- The business of the Council shall be conducted in accordance with Robert's Rules of Order, Revised, except where in contradiction with the Bylaws.
ARTICLE IX - BYLAWS CHANGES
- The Bylaws may be changed by a two-thirds (2/3) vote of the active members present at a regularly scheduled meeting of the Council, provided that written notice of the change and a statement of the change have been presented at the previous regularly scheduled meeting. A statement of the proposed change shall be sent to each absent representative of each member club within one week of the meeting at which the change was proposed.
- The Bylaws may be temporarily suspended to conduct business of any unusual nature provided that the procedures of paragraph 1 above are followed.
- The Bylaws may not be changed or suspended if violations of any local, state, or federal law would occur as a result.
ARTICLE X - BALLOTING
- The balloting on Bylaws changes or suspension shall be by roll call vote.
- Balloting on Council matters may be determined by a non-debatable motion by a member of the Council or by following the practices of Parliamentary Authority (see Article VIII).
- A simple majority vote shall decide all issues except those of Autoslalom Standards changes and Council Bylaws changes, each of which requires a two-thirds (2/3) majority vote (see Articles VI.2.f and IX.1).
- For purposes of electing officers, a majority vote is needed. If a majority vote is not obtained by one candidate on the first ballot, a run-off is required between the two candidates with the most votes.
- Officers may vote on those motions affecting the fiscal condition of the Council. The officers may also vote on any matter if a member of the Council so moves and the motion carries by a simple majority. The motion is not debatable.
ARTICLE XI - DISSOLUTION OF THE COUNCIL
- In the event the dissolution of the Council occurs, the real properties of the Council shall be given to charities chosen by the Council.