By Laws of the Wichita 4X4 Club, Inc.
ARTICLE I - NAME
The name of the corporation organized NOT FOR PROFIT is Wichita 4X4 Club and its purpose is set forth in the Articles of Incorporation.
ARTICLE II - OFFICES
The principal office of corporation in the State of Kansas shall be located in Wichita, Sedgwick County, Kansas. The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Kansas a registered office and registered agent, which registered office and registered agent, may be changed from time to time by the Board of Directors.
ARTICLE III - MEMBERS
Classes of Membership: The corporation shall have three classes of members. The designation of such classes and qualifications and rights of the members of such classes shall be as follows.
Regular Membership: The individual or members of a family possessing a four wheel drive vehicle, which has paid its initiation fee of $10.00 and its current annual dues of $30.00. Voting rights shall be in accordance with Section 3 below.
Associate Membership: An individual or family having interest in the general purpose of this corporation and desiring to support same, but which individual or family does not possess a four wheel drive vehicle, which individual or family has paid the initiation fee of $10.00 and current annual dues of $5.00. Associate members have no voting rights.
Commercial Membership: Any business enterprise or organization wishing to support the general purpose of this corporation, which has paid current annual dues of $40.00. Commercial members shall have no voting rights. There shall be no initiation fee for commercial members.
Change of Membership Class: Should an Associate member desire to change their classification to that of a Regular membership, the annual dues paid for the current year by such Associate member shall be credited to the current annual dues payable by a Regular membership. No new or additional initiation fee shall be chargeable for such change of status.
Voting Rights: Voting rights on each matter submitted to a vote of members shall be cast on the basis of one vote per paid Regular membership
Approval of Membership: Applicants for membership shall be approved by the Board of Directors sitting as the membership committee.
Transfer of Membership: Membership in this corporation is not transferable or assignable other than in accordance with the provisions of Section 2 above.
Dues: Dues shall be due January 1 and delinquent January 15. After this date, previous members will be reinstated upon payment of their annual dues.
ARTICLE IV - MEETING OF MEMBERS
General Meetings: General meetings will be held the third Tuesday of every month at 7:30 p.m. unless change is voted on and approved by membership and notice is given in accordance with Section 5 below.
Annual Meeting: The general meeting for the month of January shall be designated the annual meeting, at which meeting officers shall be elected.
Quorum: The membership holding 33 1/3% of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. Such voting shall be taken by roll call. If a quorum is not present at any meeting of members, a majority of the members present and qualified to vote may adjourn the meeting from time to time without further notice.
Special Meetings: Special meetings of the members, other than those regulated by statute, may be called at any time by the President or Vice President and must be called by the President or Secretary on receipt of the written request of one-third of the members of the corporation qualified to vote.
Notice of Meetings: Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally or by mail to each member of the corporation not less than five (5) or more than twenty (20) days before the date of such meeting by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting, or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the corporation with postage thereon prepaid.
ARTICLE V - OFFICERS
Officers: The officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer.
Election & Term of Office: At least ninety (90) days prior to election, the President will select a nomination committee of three (3) members at large. This committee shall nominate a member for each office for the coming year to be presented to the membership at the November general meeting. Nominations may be made from the floor in the November and December general meetings. The officer shall be elected annually by the membership at the regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor shall have been duly elected and qualified.
Vacancies: A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by the Board of Directors for the remaining portion of the term.
Qualifications: Each officer must be a Regular member in good standing of the corporation.
President: The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/She shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Vice President: In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; See that all notices are duly given in accordance with the provisions of these by-laws or as required by law; Be custodian of the corporate records and in general perform all duties incident to the office of Secretary and such other duties that may be assigned to him/her by the President or by the Board of Directors.
Treasurer: If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety and sureties as the Board of Directors shall determine. He/She shall have custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or their depositories as shall be selected in accordance with the provisions of these by-laws and in general perform all the duties incident to the office of Treasurer and such other duties that may be assigned to him/her by the President or by the Board of Directors.
ARTICLE VI - BOARD OF DIRECTORS
General Powers: The affairs of the corporation shall be managed by its Board of Directors.
Number, Tenure & Qualifications: The number of Directors shall be not less that seven (7) and not more than ten (10). Directors must be Regular members of the corporation. Each Director shall hold office until the next annual meeting of the members and until his/her successor shall have been elected and qualified. The Board of Directors shall consist of the President, Vice President, Secretary and Treasurer of the corporation and the President, Vice President and Secretary from the preceding year.
Meetings: A regular annual meeting of the Board of Directors shall be held without other notice than these by-laws immediately after and at the same place as the annual meeting of the members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings or special meetings of the board without other notice than such resolution.
Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at any such meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these by-laws.
Vacancies: Any vacancy occurring on the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the remaining term of his predecessor in office.
Compensation: Directors and Officers shall serve their term of office without compensation.
ARTICLE VII - COMMITTEES
The initial committees of the membership of the corporation in addition to the Board of Directors sitting as membership committee, shall be public relations, excursions and trips; legal and finance; and entertainment and social. Other committees may be established by the Board of Directors.
The membership of a given committee shall be determined by the appointment of the Board of Directors and each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his/her successor is appointed unless the committee be sooner terminated. Members of committees must be members of the corporation but need not be members qualified to vote. The size of a given committee shall be determined by the Board of Directors and vacancies shall be filled by the Board of Directors.
ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS & FUNDS
Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the corporation.
Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.
ARTICLE IX - BOOKS AND RECORDS
The corporation shall keep books and records of account and shall also keep minutes of the proceedings of its meetings both of the membership and Board of Directors and shall keep a record giving the names and addresses of the membership of the corporation. All books and records of the corporation may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE X - FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI - DUES
The Board of Directors may alter or amend from time to time the amount of the initiation fee and annual dues payable to the corporation by members of each class.
ARTICLE XII - AMENDMENTS TO BY-LAWS
These by-laws may be amended, repealed or altered in whole or in part by a majority vote of the members qualified to vote and present at any regular meeting of the members where such action has been announced at least sixty (60) days prior to said meeting. The announcement must be provided in writing to each member.
ARTICLE XIII - PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No member, director, officer or employee of or member of a committee of or person connected with the corporation or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors; And no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulation as they now exist or as they may hereafter be amended.
ARTICLE XIV - PROCEDURES
Anything not covered in these by-laws shall be governed by "Robertís Rules of Order". (Revised to date)
ADOPTED at Wichita, Kansas on this day of , 2000 by the Officers and Directors as approved by the membership.