By-Laws Articles VII-XII

ARTICLE VII: Meetings and Activities

General membership meetings will be held a minimum of 4 times per year. These meetings can be held in conjunction with other Club activities. A quorum at any general meeting shall be the number of members in good standing present. Committees to coordinate the activities may be formed at the direction of the President or Board of Directors. Notice of all general meetings and activities shall be published in the newsletter. Committee meetings may be called as necessary by the committee chairperson or Club President.

ARTICLE VIII: Funds

All funds collected on behalf of this Club, either in the form of initiation fees, annual dues or other means, shall be added to the general fund of the Club. Reimbursement to Club members for expenses incurred, on behalf of the Club, must be approved in advance by the President and Treasurer. At the time of reimbursement, appropriate receipts must be submitted by the member. All monies received by the Club shall be used solely for carrying out the purposes of the Club.

ARTICLE IX: Auditing Committee

The President shall appoint an Audit Chairperson from the general membership who may add or replace up to two additional members to the Committee, no member of the Committee (including the Chairperson) may hold any other Officer’s positions in the club, whose duty it shall be to examine the books, accounts and reports of the Treasurer,. The Auditing Committee shall report in writing upon the correctness of the records at the next regular meeting of the membership or at such other times as directed by the President. The appointed members of the committee are standing appointments and the members so appointed remain in office until a replacement is appointed. All members of Audit Committee shall be granted authority to gather information directly from any institution and/or company holding assets of the club without interference form any of the Officers or Directors of the Club.

ARTICLE X: Personal Liability & Indemnification

Officers and Directors shall not be held personally liable to any person or entity for any action or inaction resulting in financial loss, loss of personal gratification, bodily injury, personal injury or property damage, except for the Officer’s or Director’s own willful misconduct or gross negligence.

Each Officer or Director shall be indemnified by the Club against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him in connection with any proceeding in which he may become involved by reason of his being or having been an Officer or Director. Each Officer or Director shall be further indemnified by the Club against any settlement of any such proceeding, whether or not they are an Officer or Director at the time such expenses are incurred, except in such cases wherein such Board member and/or officer is adjudged guilty of willful misconduct or gross negligence in the performance of his duties; provided that, in the event of a settlement, this indemnification shall apply only if and when the then setting Officer or Director (with the affected member abstaining if they are then an Officer or Director) approves such settlement and reimbursement as being in the best interests of the Club; and provided further that, indemnification hereunder with respect to any criminal action or proceeding is permitted only if such Officer or Director had no reasonable cause to believe their conduct was unlawful. The indemnification by the members set forth herein shall be paid by the Club on behalf of the Membership. Such right of indemnification shall not be deemed exclusive of any other rights to which such Officer or Director may be entitled as a matter of law or agreement or by vote of the Membership.

ARTICLE XI: Amendments

Any member may propose a change in these By-Laws by submitting the proposal in writing to the Board of Directors. The proposed amendment shall be published in the newsletter prior to voting on the amendment. Voting shall occur at the next regularly scheduled general meeting by those members present. Two thirds affirmative vote of the members voting shall constitute adoption of the amendment and the amendment shall take effect immediately. The results of the voting shall be published in the next issue of the newsletter.

ARTICLE XII: General

All members shall receive a copy of the By-Laws including amendments after adoption. All meetings shall be guided by Robert’s Rules of Order. The Club shall maintain Liability insurance in conjunction with CTCI. The Club shall be a member of the Legislative Council of Motor Vehicle Clubs of Pennsylvania.

 

President

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Signature

Secretary

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Signature