March 18, 2004
Glen Region Board of Directors
PRESENT: RE: Bob Burns, Assistant RE: Ed Zebrowski, Secretary: Cheryl Boynton, Treasurer: Lin Hurd, Activities Director: Sandy Sanders,
Directors: Ed Hurd and Skip Testut, Past RE: Barb Luther
ABSENT: Directors: Joe Atkinson and Bill Schultz
GUESTS: Bill Bradshaw and Tim Meddaugh
The meeting was called to order at 7:05 PM, by RE Bob Burns. Bill Bradshaw discussed the proposed changes to the by-laws:
Glen Region Sports Car Club of America
Proposed changes to By-Laws
Please read the following changes, additions, deletions or corrections to the Glen Region By-Laws. Complete By-Laws are available for download or reading on the Glen Region website: www.Glen-SCCA.org . A vote will be taken on the changes at the General Member meeting May 15, 2004. Proxies will be available from the Secretary to the Board for members not able to attend. ARTICLE II
Section 3 - Classes of Members:
(I) Life Member: (a) A person who has previously paid dues for life as then provided in SCCA, Inc.'s former life membership provisions which existed prior to the 1956 Bylaws or otherwise by reason of any subsequent SCCA, Inc. program or plan. (to be removed or (b) A person granted Life Member status by SCCA, Inc. as an award for having served as an Officer or Director of SCCA, Inc. A life member is a Regular Member).
(iii) Junior Member (Change to First Gear): A person who (change to is, 16-21years of age) delete: is under twenty-one (21) years of age). All such members shall have the right to hold a worker log book or license but may not hold a competition license except under the applicable SCCA rules and regulations and shall have the right to vote and hold office (add, except director).
(iv) Family Junior Member: A person who (a) has his or her membership included under a family dues membership plan; and (b) who is under twenty-one (21) years of age (change to 18, to conform with NYS laws). All such members shall have the right to hold a worker log book or license; but may not hold a competition license, and shall not have the right to vote or hold office (add, except director). Section 7 - Termination and Suspension:
(b) Membership shall automatically lapse for non-payment of dues. A member whose membership has lapsed shall not be considered a member in good standing, and shall not be entitled to vote or hold office until such time as s/he has paid all arrearages (change to read unpaid dues). Section 8 - Reinstatement: Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority, reinstate such former member to membership upon such terms
(add: including but not limited to payment of all delinquent dues) as the Board of Directors may deem appropriate. ARTICLE III
Meetings of the Members and Voting Rights:
Section 6 - Proxies:
Sample Proxy for Members' Meeting:
Know all men by these present, that I, ________________________ residing at No. _______ ________ Street, City of _______, County of ________ State of _________, being a member of the Glen Region Sports Car Club of America, Inc., do hereby constitute and appoint __________________ of No. _____ ________ Street, City of ______, County of ______, State of _____________, as my proxy to attend all the meetings of the members of said corporation or any continuation or adjournment thereof, with full power to vote and act for me (add: on the following subjects, matters or issues, (a) , (b) , ©) and none other) in my name, place and stead, in the same manner; to the same extent and with the same effect that I might were I personally present thereat, giving to said _____________ full powers, and I hereby revoke any other proxy heretofore given by me.
This proxy shall be automatically revoked, terminated, and annulled thirty (30) days after the date appearing below.
Dated: _______, ________, _____, 20_______
(month) (state) (day)
Member No. _________
Section 9 - General Social Meetings (Change to General Meetings): A regular (delete social) meeting of the Glen Region may be held (add on a monthly basis, delete once a month and shall be known as a "Socializer"), (delete: Such meetings may be held) at such time and place as the Regional Executive shall designate. Notice of such meetings (add: will be published in the Club’s calendar of events and newsletters,
delete: shall be published periodically in the Club’s newsletter, or other). The Club's Board of Directors and Officers are expected, whenever possible, to attend these (add: meetings, delete Socializers, add: which will be chaired by the Regional Executive or a designee. delete:. If in attendance, an Officer of the Club shall act as the Chairperson; otherwise the Activi ties Director shall function in the capacity of
Chairperson.) All members are encouraged to attend such regular meetings for the objective of liaison with the Club's Board of Directors and Officers. No quorum is required for such regular social meetings. Members may take advisory votes on various matters of general interest to the membership, by voice vote or show of hands, but such advisory voting shall not be binding on the (Regional Executive or Officers, delete: Board of Directors or Officers). The Officers and Committee Chairpersons may give informal reports, as they see fit, as to Club's operations, and may informally poll the members present concerning any matter of Club business to determine the sense of the body; but no such poll or vote shall be binding on the Board of Directors or Officers. (add: Minutes of such meetings shall be taken.)
Board of Directors:
Section 8 – (remove:Informal) Action 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 all of the Directors. (add: Digests of all Board of Directors’ meeting minutes will be published promptly in the Regions newsletter and on the Regions website.) ARTICLE V Officers, Terms and Duties: Section 2 - Regional Executive (President): This officer directs the overall operation and administration of the Club under the direction of the Board of Directors. The Regional Executive (hereinafter "R/E") shall preside at all meetings of the members of the Club and of the Board of Directors and shall have the powers and perform the duties usually appertaining to this office. The R/E shall be an ex officio non-voting member of all boards and committees appointed by the Board of Directors, except the Nominating Committee. (change to: R/E, S/he) shall be the Chief Executive Officer of the Club. The R/E shall also be the regional administrator of the Sports Car Club of America, Inc., with such duties as pertain to this office. The R/E shall submit to the Board of Directors for its approval (delete: his/her) recommendations for all regional administrative appointments. Section 3 - (Assistant Regional Executive) Vice President: The Vice President (hereinafter "Ass't. R/E") shall perform the duties of the R/E during (delete: his or her) absence’s or inability to act, and shall have such powers and duties as the Board of Directors may determine. Section 4 - Secretary: The Secretary shall attend all meetings of the members of the Club and of the Board of Directors, and shall record all minutes and votes in a book kept for such purposes. Such minutes and votes shall be available for review by any Regular member upon request. (change to The Secretary, delete: He/she) shall keep an up-to-date roll of all members (as provided by the Membership Chairperson) of the Club indicating the class and category of each member ship. (change to The Secretary, delete: He/she) shall give all notices of meetings to the members of the Club and perform all duties incident to (add the, delete:
his/her) office as required by law, these Bylaws and/or the Board of Directors. (change to The Secretary, delete: He/she) shall have custody of the corporate Seal and the records of the Club. In the absence of the Secretary from any such meeting, a Secretary pro tempore shall be chosen by the presiding officer. Section 5 - Treasurer: The Treasurer shall, subject to such conditions and restrictions as may be determined by the Board of Directors, have custody of all monies, debts, obligations and securities belonging to the Club. (Change to The Treasurer, delete: He/she) shall receive all monies of the Club and shall promptly deposit the same to the credit of the Club in a bank or banks so designated by the Board of Directors for that purpose. Except as may be otherwise authorized by the Board of Directors, (Change toThe Treasurer, delete: He/she) shall make payments of all Club debts only with checks or drafts drawn on such account(s), or from petty cash when so authorized. All checks, drafts, notes and other orders for payment of money shall be signed in the name of the Club by the Treasurer. The Treasurer shall furnish a surety bond, at the expense of the Club, in such amount and with such sureties as the Board shall from time to time require. The Treasurer shall submit to the Board of Directors, at the end of each fiscal year, a written report of all (change to treasurer’s, delete: his/her) receipts, disbursements and balance for such fiscal year-end. If so requested by the Board of Directors, the Treasurer shall submit similar financial reports at any other time. The Treasurer, in cooperation with the Budget and Finance Committee, shall prepare each year for submission to the Board of Directors a budget, including anticipated income and expenditures for the fiscal year. Upon approval of the fiscal year budget, no further authorization for the expenditure of monies is required - provided the item is within the budget. The Treasurer shall submit (change to: their,
delete: his/her) records to the Board of Directors for audit by the Board or other agency designated by the Board at the end of each fiscal year, at the termination of (Change to The Treasurer’s, delete: his/her) incumbency of office, and at any other time as the Board may require. The Board of Directors may establish a policy of compensating the Treasurer in such reasonable amount as it may determine. A majority of the Board of Directors may appoint an Assistant Treasurer to act in the absence or incapacity of the Treasurer. Section 6 - Activities Director: The Activities Director shall be responsible for the conduct of all non-speed events, including rallies, solo event, social events, etc., and shall perform such other duties as may be determined or delegated by the Board of Directors. (Add: The Activities Director may establish and Chair an advisory committee composed of the representatives from each of the non-speed activities
Section 4 - Special Committees:
(d) Competition Board: The Competition Board establishes rules and standards for the scheduling, organization, and conduct of SCCA sanctioned Club racing events, and the licensing of drivers. This Committee supervises the execution of the General Competition Rules
("GCR") and standards. The membership of the Competition Board shall be appointed annually by the Board of Directors and shall consist of up to but not more than seven (7) members including the Competition Board Chairperson. The Competition Board shall be responsible for the conduct of all Drivers Schools, Regional Races and National Races. At least one
(1) member of this Board shall hold a current Regional or National competition license; (delete:but such person shall not be the Chairperson).
MOTION: by Barb Luther, second by Sandy Sanders, to accept the By Laws Committee changes as proposed. Carried. There are three fire companies in Williamsport and the Red Cross that will be working with the Glen Region at the Susquehanna 500, October 1-3. Would the Glen Region be willing to help organize a second Mini Grand Prix? The STPR Pro Rally is to benefit the American Cancer Society. Would the Glen Region be willing to sponsor the trophies? Dam Mountain Revisited (rally) will be held on September 5, 2004.
MOTION: by Sandy Sanders, second by Ed Zebrowski, to approve the minutes of the February 19, BOD meeting. Carried. TREASURER’S REPORT by Lin Hurd $5,000. Was removed from the E.G. Edwards account to pay WGI.. The 2003 taxes will be done after 4/15, but before 5/1.
MOTION: by Barb Luther, second by Skip Testut, to accept the Treasurer’s report. Carried ACTIVITIES REPORT by Sandy Sanders May 15, BOD meeting with the Specialty Chiefs will be held at 4PM at Seneca Lodge. The general membership meeting will also be held later that day. June membership meeting will be a tech day held at Ithaca College at 4PM. December 4, Annual Awards Banquet at the Painted Post Holiday Inn, with cocktails at 6 PM and dinner at 7 PM.
The following resignations have been given as of 2/28: Lin Hurd and John Florence. Named in their place were John Pierce and Skip Testut.
MOTION: by Ed Zebrowski, second by Ed Hurd, to approve the changes in the Solo Board. Carried
MOTION: by Barb Luther, second by Ed Hurd, to approve Bob Burns as a Temporary Rally Board Chairman. Carried The 2006 Round Table had no bidders. The Glen Region will be a test for the use of credit cards for on-line registration. The Spark Plug and the calendar cards are at the printers. NEW BUSINESS A car show will be held at the mall on March 27 and 28.
MOTION: by Cheryl Boynton, second by Sandy Sanders to pay $85.00, for the Domain Registry of America for 5 years.
MOTION: by Barb Luther, second by Sandy Sanders, to pay the NEDiv bill for on-line registration. The annual fee is $250.00 plus $85.00 per posting each of the four events. The total is $590.00. Carried
MOTION: by Sandy Sanders, second by Skip Testut, to pay for the trophies on behalf of the Glen Region for the STPR on June 5 & 6. Carried Skip Testut said that they have several sites for solo events. The EC site is a possibility. Ed Zebrowski is the Chief Instructor for the Beaver Run School. Sky View drag strip will meet with us. Ed will call them on 3/27. Outsourcing the bookkeeper, will be kept tabled. Barb Luther will handle the van registration. Barb Luther and Sandy Sanders will work on the by-laws. Adjourn at 8:53 PM. Respectfully submitted. Cheryl Boynton Secretary