U.S.A.udiClub BYLAWS

(REVISED 05-15-2010)

Article I - Name. Purpose, Emblem and Seal

Section 1.1 - Name:   U.S.A.UDICLUB, a Colorado not for profit corporation, 501(c)(3), operating as an internet based educational driving club, also known and doing business as USAudiClub (USAudiClub.com) hereafter the “Club”.

Section 1.2 – Purpose:  U.S.A.udiClub (the Club) exists to offer all owners and enthusiasts the opportunity to enjoy the marquee through educational motorsport and related educational activities designed to enhance the ownership experience. Said organizations if organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt corporations under sections 501 (c) 3 of the Internal Revenue Code, or corresponding section for any future federal tax code. 

Section 1.3 - Emblem:  The Club’s emblem is an outline of a URQ with the words U.S.A.UDICLUB written underneath as set forth below:

Section 1.4 - Exempt Organization:  The Club shall not carry on any other activities not permitted to be carried on as a corporation exempt from Federal income tax under Section 501 c (3) of the internal Revenue Code of 1986 and as amended. The Club shall file cash basis annual federal tax returns on the calendar year basis.

Article II - Membership

Section 2.1 – Members:   Any owner or lessee interested in the purpose of the club shall be eligible for regular membership. Non Audi owners may become non-voting associate members.  Members will be automatically assigned to a region based upon the ZIP code entered on the membership application.  

Section 2.2 - Membership Process:   Any person eligible for membership may apply for membership by completing a Membership Application Form (Exhibit A).  Upon acceptance, the Board of Directors reserves the exclusive right to reject any application by a 2/3’s vote of the board. To be a voting member, a person must be a regular or affiliated family member. Associate members will be non-voting members. Any member, regular of associate, may request four (4) additional family members to be added as a family member, such persons must reside in the same domicile as the member.    

Section 2.3 – Membership Acceptance & Region:  A person shall become a member upon acceptance of their membership application by the club. Acceptance shall be evidenced by issuance of a Club Membership Number. Initially, Members will be assigned to a Club Region (Exhibit B) based on their membership application ZIP code. A member may petition the Club to assign their membership number to a Club Region other than that of the application ZIP code. Canadians and other non-USA resident applicants may join by requesting an affiliation with an existing region. No member shall be assigned, or hold voting rights in more than one (1) Club region at any time Regular members of each Region shall elected their representative to a seat on the Board of Directors. Initially Board members will serve either a one, two or three year term to be determined by a drawing. No regular member shall be elected by a Region to serve more than 2 (two) consecutive 3 (three) year terms in office. Should a Region fail to elect a member to the Board, the Board may appoint a member residing in that region to represent that Region for a 1 (one) year term of office and consecutively thereafter as may be required. 

Section 2.4, - Other Memberships:   The above provision notwithstanding, the Board of Directors may provide for special types of membership, such as honorary, life, or charter, but not restricted thereto.

Section 2.5 - Membership Revocation:   Any active member or associate member may have his or her membership revoked by a 2/3 vote of the Board of Directors for actions determined by the Board of Directors not to be in the best interests of the Club. Any revoked member shall not receive a prorated refund of dues.

Article III Elections

Section 3.1 – Nominations:  Any regular member may nominate a regular member in good standing by submitting a written nomination with both membership numbers, countersigned by the nominee. Nominees for Regional Offices and those nominating them must reside in the same Region

Section 3.2 – Director Nominating Committee:   The Board of Directors may appoint a nominating committee (consisting of regular members) that may nominate any candidates for office. The report of the nominating committee will be made to the membership at least thirty (30) days before the annual meeting. All nominees for office must have been regular members in good standing for at least six months prior to the annual meeting.

Section 3.3 - Election Board of Directors:   The Club Secretary shall prepare ballots for each regular member, listing in alphabetical order all of the duly nominated candidates for each region and shall mail such ballots on or before October 15 to all regular region members.  All ballots must be post marked before November 15 in order to be counted.  The Board of Directors with the consent of a majority of the elected regional representative may devise a fair and equitable means of conducting an electronic ballot. The Board of Directors will employ a firm of Certified Public Accountants to count the ballots by region and certify the results.

Section 3.4 - Vacancies:   If a vacancy occurs between elections, the vacancy shall be filled by a voting member, from the same region, appointed by regular members of the region.

Article IV. Officers and Directors

Section 4.1 – Directors: The affairs of the Club shall be managed by a Board of Directors (the “Board”.) The Board shall be composed of:

1. One (1) member from or for each Club Region to be elected by the membership of each Club Region as identified and described in Article II, Section 2.2.   
2. Said Regional Director is to be elected by the members of the Region.
3. At the election of the Regional Directors and sitting Board members, should no sitting Board member be willing or qualified to serve as a Primary Club Officer, such additional Club members, not to exceed four (4) persons, at the Board’s discretion my recruit, nominate and elect to serve as a Primary Club Officer(s), then 
4. Up to as many of four (4) additional members who may be elected, selected, nominated and elected by the then sitting umbers of the Board to serve as a Primary Club Officer. All Primary Club Officers shall also be members of the Board until their resignation or replacement by the Board:
5. The four (4) Primary Officers of the Club. For purposes of the Club’s Officers/Directors, Primary Officers may be regional Board members, or at the election of the Board be drawn from Regional members
6. And such additional members as may be necessary to fill all the Primary Club Officers positions. If all Primary Club officers are chosen from elected Regional Directors, then the Board will consist of all Regional Directors. If however, some or all of the member elected Regional Directors are unable or unwilling or unqualified to also serve as Primary Club Officers, then the Board may in its discretion seek additional outside members to fill the open Primary Club Officer positions. This could result in the selection and appointment by the Board up to, but not more than, four (4) additional board members.     .
   1. For purposes of Club continuity, the initial terms of the Directors shall be staggered such that, to the extent practical, not more than 1/3^rd of the Board seats should come up for election in any given year To that end, following the selection of the first Board, members of the initial Board shall draw straws to determine the seats that shall come up for election or reappointment in the first, second and third years of the Board. Thereafter, to the extent practical, seats on the Board coming up for election or appointment shall follow the rotation established by the initial Board.

Section 4.2 – Primary Club Officers:  The Club shall have a President, Executive Vice President, Secretary and a Treasurer, each of whom shall be members of the Board (referred to as “Primary Club Officers”.) The Club’s Primary Officers may either be:

A. elected from within the members of the Regional Directors    

B. Selected per Article IV, Section 4.1 (F).

Board members can only hold one Primary Club office at a time. Save for the initial Board and slate of officers, in so far as practical, Candidates for President should have prior service as a member of the Board of Directors to be eligible to serve as President. The position of Treasurer shall be filled by a member with the appropriate accounting or finance education or experience. The Board may appoint such other Club officers to assist the Primary Officers as it seems fit to serve the needs of the Club; such persons will not have voting rights.

Section 4.3 - Term of Service:   All officers shall hold office for a period of three years, or the period of time that exists between one annual meeting and the one approximately three years later. Provided, if elected to the as a Regional Director, no Primary Club Officer’s term of office shall exceed the term of their seat on the Board as a Regional Director. The President, Executive Vice-President, Secretary and Treasurer shall serve not more than two (2) consecutive three-year terms and no Director shall serve more than three (3) consecutive three-year terms. The Board of Directors may, at its discretion, appoint a voting member to assume the duties of any officer who is absent or incapacitated, or otherwise unable to perform the duties of the office that was vacated and fill out the unexpired term of the vacant Board seat.

Section 4.4 - Meetings:  The President shall officiate at all meetings.  The Executive Vice President shall officiate in the absence of the President.  The Secretary shall maintain minutes of all meetings, carry on all correspondence, keep all current Club records and perform other duties as assigned by the Board.  The Board may appoint voting members to assist the Secretary as necessary.  The Secretary shall have available at all meetings a copy of the bylaws and Roberts Rules of Order.  The Treasurer shall be responsible for all funds, making expenditures that are authorized by the Board, is required to submit a report of cash basis financial statements at the annual meeting and file all required annual federal tax returns.  No person shall incur an obligation to, nor commit the credit of the Club, except as specifically authorized by the Board.

Section 4.4 - Regional Representatives: The elected or appointed Regional representatives will represent the interests of the region as a whole, Rings and individuals therein to assist existing or aid in developing new Rings in the region; the arranging and coordinating of events or activities and furtherance of the educational purposes of the Club, and such other duties as the Board may deem necessary. The geographical or organizational basis of each region may be specifically defined from time to time by the Board of Directors with notice of any changes to all membership concerned made at least six months prior to any voting which may pertain thereto.  The Club shall have eleven (11) regions per Exhibit B regional assignment of members shall be based on postal zones.

Article V. Meetings

Section 5.1 – Place:   Except, as otherwise provided, meetings will be called by the President or Board when necessary or suitable to the activities of the Club. Meetings will be held at a location chosen by the President or the Board of Directors. For Corporate matters, the address of the Club shall be that of the National Office. Roberts Rules of Order shall be the parliamentary authority of the Club.  The annual meeting shall be held yearly at a time and place per the direction of the Board. For the purpose of a general or special meeting fifteen (15) voting members shall constitute a quorum.

Section 5.2 - Time:   The Board shall meet at such times as called by the Board, or at the call of the President.

Section 5.3 -  Meeting Notice :   The Secretary or an appointee shall notify all members of all general meetings of the Club by written notice.  Notices will be mailed postpaid or by electronic means to each member at least thirty (30) days before meeting time.

Article VI. Corporation Powers

Section 6.1 -  Committees: The Board may name a membership or other such committee as it sees fit, or may act as a committee of the whole. It may delegate to the President the power to appoint any committee.

Section 6.2 - Consultation:   It shall be the policy of the Board to consult the members on any matters involving the general welfare and conduct of the Club. Failure to do so shall not affect any vote of the Board.

Article VII. Dues

Section 7.1 – Dues and Fees: Dues or fees will be set by the Board.

Section 7.2 – Dues in Arrears: Members who are in arrears shall be sent a written notice, and their membership may be revoked if dues are not paid within one month from date of such notice.

Article VIII. Subsidiary Organizations (Rings)

Section 8.1 – Rings:   The Club shall promote and encourage the organization and operation of Rings, which shall be subsidiary organizations as defined by the Revenue Code, of the Club, participating in and subscribing to its purposes and activities, operating within organizational structures as agreed by the Board. Rings will be the primary subsidiary to organize educational driving schools and may freely cooperate with other regions. Each Ring shall be responsible for forming its own organizational entity, selecting and electing or appointing their own directors, officers and Ring representatives. Rings shall have a voice in nominating members for Regional Directors to the Club Board.  

Section 8.2 – Standards:   The Board shall set, and from time to time may modify, the standards Rings must meet to qualify as Club Rings.  Rings shall operate in accordance with the general policies established by the Club. Individual Ring constitutions, articles or bylaws may not be inconsistent with those of the Club.  All members of the Ring shall be required to be members of the Club and pay the annual dues. Additional dues may be required by the individual Rings. Rings dues will remain the property of the Ring.

Section 8.3 – Charters:   Each such duly qualified Ring shall receive a Charter in the name of the Board. Each such charter shall specify the name of the Ring, the date the Charter was approved and any other information so designated by the Board.  A Ring's Charter may be revoked at the request of the Regional Director subject to a majority vote of the Board, when that Ring fails to meet the requirements of the minimum standards of Ring performance outlined in the operations manual. A Ring's Charter may also be revoked at the request of any Board Member, subject to a 2/3 vote of the Board, for actions determined by the Board not to be in the best interests of the Club.

Section 8.4 – Ring Formation and Requirements:   Any group of nine (9) or more regular members may make application for a Ring charter. There shall be no limit to the number of Rings that can be formed by any Region, provided each Ring can sustain a nine (9) member minimum. Rings may cross Regional lines, but in such case shall designate on Region as primary for Club organizational matters and; to whom the Regional Director for that Region shall be responsible. There may be one or more Rings per Region. When Rings exist in a Region, they shall be the entity the Board first looks to for candidates to serve as Regional Director for that Region and for the promotion of Club goals and activities. Rings may accept members from Regions other than the Region where they were originally located. Club members may elect to be associated with more than one Ring provided no multiple associations shall entitle any Club member to more than one vote on Club matters of candidates.

Section 8.5 – Ring Debt and Responsibility:   Under no circumstances shall the Club be responsible for any debts incurred by a Ring unless, prior to incurring such debt, the Board shall have granted specific, written approval to the Club’s acceptance of a Ring debt or financial obligation.

Article IX. Personal Liability

Section 9.1 – Debt Obligations: All persons or corporations extending credit to, contracting with, or having any claim against, the Club or Board, shall look only to the funds and the property of the Club for the payment of any debt, damages, or judgment or decree or any other money that may become due and payable to them from the Club or the Board so that neither the members of the Club nor its Board are personally liable therefore.  No Board, Ring or individual member may contractually obligate the Club to any agreement with a term exceeding one year, or an amount exceeding $1,000 without a 2/3 vote of the Board.  Notwithstanding the previous sentence, approved Club educational driving schools my prepay deposits for track events having previously informed in writing the Regional Director and the Club President

Article X. Amendments

Section 10.1 – Amending Process:   An amendment to these bylaws may be proposed to the membership by:

A. a 3/4 vote of the Board of Directors at any time;

B. any two or more regular members if their proposed amendment carries a regular Board of meeting by a 2/3 vote of the Board members present.

In either case the Secretary shall then notify the voting membership who by secret ballot referendum may adopt the proposed amendment by a 2/3 vote of the regular members returning ballots, via means directed by the Board, within 45 days of the mailing of such notice.  No amendment shall become effective until approved by the membership. No amendment shall be allowed to have retroactive application.  

Article XI. Dispute Resolution

Section 11.1 – Club Rights:   Membership in the Club, participation in Club events, and Ring affiliations with the Club is a privilege and not a right.

Section 11.2 - Disputes: Disputes concerning Club matters may occur on occasion between and among Club members, Club Rings and the Club.  These disputes ("Internal Disputes") would not exist but for the fact that an individual voluntarily chose to join the Club or to participate in Club events or a Ring voluntarily chose to affiliate itself with the Club

Section 11.3 - Resolution: Whenever possible, internal disputes should be resolved exclusively within the organizational structure of the Club and not in the public courts, irrespective of whether a member or Ring claims to have sustained injury, damage, or loss

.

Section 11.4 - Litigation:   Litigation or threats of litigation concerning internal disputes, brought by members or Rings, are typically not in the best interest of the Club or its members.

Section 11.5 - Waivers:   It will be the practice of the Club and its Rings to require members to sign waivers and releases of liability as a condition of being granted the privilege of participating in or attending certain Club events.  These protect the Club from the harmful effects of litigation by, among or between its members

Section 11.6 – Liability Release  Therefore, the Board of Directors is authorized to implement and publish, in the Operations Manual, Waivers and Releases of liability in favor of the Club, its Board its officers, its employees, its volunteer workers, its contractors, its representatives, its Rings, and its members.  These Waivers and Releases:

A. shall upon publication be binding upon all members and Rings who or which thereafter join or affiliate with the Club or renew or otherwise continue their memberships and/or affiliations with the Club;

B. shall not narrow or invalidate the waivers and releases that were or will be executed by individual members seeking to participate in Club events; and

C. shall not prohibit the Club's Board of Directors from finding that extraordinary circumstances exist and therefore authorizing the Club or any Ring thereof to bring or participate in binding arbitration, to the extent that such authorization is neither prohibited by law nor prohibited elsewhere in these Bylaws. Such a finding requires that the Board of Directors, by a 2/3 vote and in its sole discretion, decides that such arbitration is in the best interests of the Club.

Article XII. Dissolution Clause

Upon dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purposes.