Bylaws of PACE

 

As amended January 26,  2001

 

Article I - Name and Status

The name of this organization is PACE Miata Club, (PA CEntral Miata Club).

PACE Miata is operating in the state of Pennsylvania as a non-profit corporation and is entitled to all of the rights and privileges thereof.

Article II - Purpose

To unite Central Pennsylvania Mazda Miata enthusiasts in a spirit of friendship and to enhance their enjoyment and knowledge of the Miata.

Article III - General Membership

Membership Requirements.

Membership is open to any current member of the Miata Club of America and/or anyone owning or interested in the Mazda Miata.  Membership becomes active upon receipt of a signed membership application and payment of dues.

Membership Fee

An annual fee (per Miata family), as set by the Board of Directors, is due on the anniversary month of the member joining PACE.  If dues are not paid by the end of the first month after the anniversary month, the membership will be dropped until dues are paid in full.

Attendance

Attendance at any meeting or event is encouraged but not mandatory.  All meetings/events are open to all members.

Membership Courtesy

Members planning to attend scheduled meetings/events shall inform member hosting a meeting/event a week prior.

Membership Roll

Membership roll will include members in good standing as well as guests.  Guests are individuals expressing an interest in PACE, but not current members.  Guests shall be kept on the membership roll for a period not to exceed three (3) months.  All Mazda dealerships within the Club’s area of operation are automatically enrolled as honorary members.

Newsletter

The newsletter will be know as the PACEsetter.

The PACEsetter will be published monthly with additional correspondence as required.  The PACEsetter will be the official publication of the Club and will contain minutes from the Board of Directors, Treasurer’s report, schedule of upcoming meetings/events and information of general interest to members.

Place of Events

Hosting member will determine the place, time, and origin of the event.  Host will inform an officer of the Board and the Newsletter Editor of event details. Following the event, the host will provide a report to the Newsletter Editor.

Planning Meeting

The planning meeting will be held in the fall/winter season of each year.  At this time ideas for meeting/events will be accepted as well as nominations opened for the Board of Directors.

Annual Meeting

The annual meeting of the members shall be held after the first of the year.  The  schedule of events will be presented to the members.  Nominations for the Board of Directors will be closed with the election to follow.

 

Article IV - Officers

General

The officers of the Club shall be a President, a Vice President, a Secretary, a Treasurer, a Membership Officer, a Newsletter Editor, and a Web Page Coordinator.  One person may hold only one office.

 

Election and Term of Office

Elections will be held at each Annual Meeting.

The President, Vice president, Membership Officer, and Newsletter Editor will be elected in even numbered years.

The Secretary, Treasurer,  and Web Page Coordinator will be elected in odd numbered years.

All terms of office will be two years.

Removal

Any officer may be removed by the majority vote of the membership whenever, in its judgment, the best interests of the Club will be served thereby.

The President shall:

be subject to direction and supervision of the Board of Directors, be chief executive officer of the Club;

have general and active control of the Club’s affairs and business;

have general supervision of the Club’s officers; and

appoint special officers and committees as deemed necessary.

The Vice President shall:

assist the President;

act as Events Coordinator; and

perform such duties as may be assigned by the President or the Board of Directors.

The Secretary shall:

keep the minutes of the Board of Directors at the Planning Meeting and the Annual Meeting;

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

in general, perform all duties to the office as Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

The Treasurer shall:

be the principal financial officer of the Club;

perform all other duties incident to the office of Treasurer and, upon request of the Board of Directors shall make such reports to it as may be required at any time;

be the principal accounting officer of the Club;

reimburse members for expenses incurred for the club, but expenditures of more than one hundred fifty dollars ($150.00) shall have the approval of an additional member of the Board of Directors.

have such other powers and perform such other duties as may be from time to time prescribed by the President or Board of Directors.

Article V - Board of Directors

General Powers

The business and affairs of the Club shall be managed by the Board of Directors which shall consist of the officers and one at large member appointed by the board preferably the founder.

Vacancies

Any officer may resign at any time by giving written notice to the President or to the Secretary of the Club.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining officers.  A  member elected to fill a vacancy shall serve the term of the predecessor in office.

Place of Club Meetings

Place will be determined by the Board of Directors of the Club.

Notice of the Meeting

Notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting, in the newsletter by or at the direction of the President, or the Secretary, or the officer or member calling the meeting.

Board Meetings

A meeting of the Board of Directors shall be held with notice by the President seven (7) days prior to the meeting.

Special Meeting

Special meetings of the Board of Directors may be called by or at the request of the President or any two officers.  The person or persons calling special meetings of the Board of Directors may select the place for holding any special meeting of the Board of Directors called by them.  Officers not attending may be telephoned and asked for the action.  Written notice and action will be recorded by the Secretary, or in the absence of the Secretary by another officer.

Quorum

Fifty percent (50%) of the number of officers fixed by Article 4.1.1 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

­Article VI - Miscellaneous

Waiver of Responsibility

Neither the Club, nor The Board of Directors, nor the Host of the event, shall be responsible for any damages or injuries that occur at any meeting/event of the Club by a member or non-member present.  The individual, member or non-member, is responsible for his or her damage or injury.

Fiscal Year

The fiscal year of the Club is from January 1 to December 31 of the same year.

Non Profit

Any funds collected are not for profit.  The funds are to be used for the Club expenses.  No member is to receive funds except for expenses incurred for the Club.

Dissolution of PACE

When the members deem it necessary to disband, this may be done with majority vote of the membership present at a meeting.  Any funds remaining will be given to a charitable organization of the membership’s choice.  The national organization will be formally notified of PACE’s dissolution by the Club President.

Amendments

These Bylaws may be amended at any regular or special meeting of this Club, but only upon the affirmative vote, one per Miata family, of a majority of the Club membership present at a meeting.  Any proposed amendment to the Bylaws must be posted in the newsletter one month prior to and the month of the meeting at which the proposed changes will be voted upon.