Bylaws

First Coast Miata Club Bylaws

ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be the First Coast Miata Club.
Section 2: The First Coast Miata Club was formed as a social organization to provide not-for-profit activities centered on driving and sharing information about Mazda Miatas.

ARTICLE II - MEMBERSHIP
Section 1: Membership will be granted upon submission of a completed application, available from the Club, with payment of the current membership dues and does not require a vote of the Board of Directors.
Section 2: Membership is renewed by payment of dues commencing at the beginning of each successive year.
Section 3: The membership year commences June 1st each year and ends May 31st of the following year.
Section 4: Voting
a. Members shall be eligible to vote on all issues not expressly reserved to the Board of Directors.
b. Each voting member of the First Coast Miata Club shall only be allowed to cast their vote and cannot cast proxy votes for others not present at meetings.
c. The Board of Directors shall have the authority to establish and define non-voting categories of membership.

ARTICLE III - MEETINGS OF MEMBERS
Section 1: Regular meetings will be held, at least monthly. The date, time and place of each meeting shall be set by the Board of Directors.
Section 2: Special Meetings
a. Special meetings of membership may be called at the request of 20% of the members, by the President or Vice President or by a simple majority of the Board of Directors for emerging business needs affecting the membership or Club as an organization and needing immediate attention of the Board and membership.
b. Notice to the extent practical shall name the date, time and place of the meeting.
Section 3: A majority of the voting Board Members must be present to transact business or to make and pass motions at regularly scheduled and special meetings.

Section 4: Notice of regularly scheduled or special meetings shall be published for the general membership using the official newsletter and web site.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: The Board of Directors, hereinafter Board, is responsible for overall policy and direction of the club. The Board shall have as many members as deemed needed and agreed to by majority vote

Section 2: Composition
a. The Board shall consist of a President, Vice-President, Secretary, Membership, Events Coordinator, and Treasurer as voting members of the Board.
b. A Newsletter Editor and Web Master will be appointed by the board to serve as non-voting officers of the Board and shall serve at the pleasure of the board.
c. Additional positions can be created as needed and agreed upon by majority vote of the entire membership.
d. Board members serve without compensation.
e. All Board members shall serve one-year terms.
f. No voting Board member shall serve more than two consecutive terms in the same position.

Section 3: Elections
a. Election of the Board members will be held at the last annual meeting of the current year for the following year, or as needed to fill a vacancy.
b. The Board Development Committee, appointed by the Board, shall be responsible for nominating a slate of nominees for Board positions each year.
c. Names should be submitted by Board position.
d. Nominees selected by the Board Development Committee must be members of the First Coast Miata Club.
e. Any member may be added as a nominee by obtaining the verbal or written nomination of another member of the First Coast Miata Club up to the time of voting.
f. The Board shall establish the election procedures.

Section 4: Duties
a. The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the
Board to preside at each meeting in the following order: Vice-President, Secretary, Membership, Events and Treasurer.
b. The Vice-President will chair committees on special subjects as designated by the board.
c. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that club records are maintained.
d. The Membership Chairman shall be responsible for maintaining records of club members including names, addresses, and phone numbers and providing club information to prospective members.
e. The Treasurer shall make a report at each regular meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the membership.
f. The Events Coordinator shall report at each regular meeting. The Events Coordinator is responsible for coordinating and keeping the club events calendar, soliciting and scheduling events, and reporting the calendar to the Newsletter Editor and Web Master. Events do not have to be approved by vote.
g. The Newsletter Editor is responsible for publishing the official club Newsletter, at least monthly, to be distributed to all members.
h. The Web Master is responsible for maintaining the official club web site.

Section 5: Vacancies, Resignations and Terminations
a. When a vacancy on the Board exists, the secretary may receive nominations for the vacated seat from Board members and/or the general membership two weeks in advance of a meeting.
b. Nominations shall be communicated to the membership no less then one week prior to the regularly scheduled meeting, to be voted upon at that meeting.
c. All vacancies will be filled only to the end of the particular Board member's term.
d. In the event of critical need, the President shall have the authority to appoint a member to the vacated position until the election process is completed.
e. Resignation from the Board should be in writing and received by the Secretary.
f. A Board member may be removed for cause by a three-fourths vote of the remaining Board.

Section 7: Special Meetings
a. Special meetings of the Board can be called upon the request of the President or a majority of the Board.
b. Notice to the extent practical shall name the date, time and place of the meeting.
c. A majority of the voting Board Members must be present to transact business or to make and pass motions.

ARTICLE V - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be communicated to the Board and the general membership.

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