Bylaws of the Des Moines Valley Region

Sports Car Club of America, Inc.

Article I – Offices

The principal offices of the Corporation in the State of Iowa shall be located within the geographic area of the Des Moines Valley Region, Sports Car Club of America as defined in Article VI of these By-Laws. The Corporation may have such other offices, either within or without the State of Iowa, as the Officers may determine, or as the affairs of the Corporation may require from time to time.

Article II – Members

Section I. Classes of Members

The Corporation shall have three classes of members. The three classes of members are Charter, Active and Honorary members, and the qualifications of the members of such classes shall be as follows:

1. Charter Members. Charter Membership began with the Articles of Incorporation and the SCCA Regional Status Request on January 27, 1958. The following persons are Charter Members of the Des Moines Valley Region, Sports Car Club of America, Inc. Charter Members must continue to qualify as Active Members to enjoy the privileges and enter into the activities of the Corporation.

2. Active Members. Any person with the following qualifications shall be accepted into membership:

   1. Has paid annual dues.

   2. Is a member in good standing in the Sports Car Club of America, Inc.

3. Honorary Members. Any person elected to membership by the unanimous vote of those members present at the Annual or Special meeting of the Corporation. An Honorary Member shall enjoy the hospitality of the Club and be entitled to be present at all Club functions, rallies and events but shall not be allowed to compete in Club racing or sporting events as an Active Member.

Section II. Voting Rights

Only Active Regular, Spouse, or First Gear Members shall be entitled to vote on a matter submitted to vote of the members.

Section III. Termination of Membership

Membership will automatically lapse for nonpayment of dues at the end of 60 days after being billed for the current year. The Board of Directors, by an affirmative vote of the majority of the Board of Directors of the Corporation, may suspend or expel a member for cause after an appropriate hearing. The members, by an affirmative vote of a majority of the members present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend, or expel any member for just cause. Suspension or expulsion from the Sports Car Club of America, Inc. shall mandatorily require similar action by the Board of Directors of the Corporation toward such members so suspended or expelled.

Section IV. Resignation

Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation of pay any dues, assessments or other charges theretofore accrued and unpaid.

Section V. Reinstatement

Upon written request by a terminated member, the Board of Directors, by at least two-thirds vote, may reinstate such former member to membership upon such terms as they deem appropriate.

Section VI. Transfer of Membership

Membership in this Corporation is not transferable or assignable.

Article III - Dues

The annual dues shall be established for the succeeding year by the Board of Directors prior to September 30 of each year.

Article IV - Meetings of Members

Section I. Annual Meeting

An Annual Meeting of the members shall be held in the Des Moines, Iowa Metropolitan Statistical Area (MSA) within thirty (30) days of the end of the calendar year. The purpose of the Annual Meeting shall be the presentation of the Board of Directors elected for the succeeding year, and for the transaction of such other business as may come before the meeting, including the approval by the membership of the actions of the Board of Directors of the preceding year.

Section II. Special Meetings

Special meetings of the members may be called by the Regional Executive or not less than one-half of the members having voting rights. Notice of meetings, written or printed, for every Special Meeting of the members, stating the time and place, and the objects thereof, shall be prepared and mailed to the last known post office address of each member entitled to vote at said meeting, not less than ten (10) days before the date of any such meeting. Failure or irregularity of notice of any meeting shall invalidate the same or any proceedings thereof.

Section III. Regular Monthly Meetings

The Corporation will typically hold regular monthly membership meetings. Meeting date and location for regular monthly meetings shall be published in “Drifting”, the Corporation’s member publication, and the Corporation’s Internet web page.

Section IV. Election of Officers

Prior to the Annual Meeting, the members of the Corporation shall elect by secret ballot the Officers as otherwise provided in the Bylaws. These Officers shall serve for one (1) year and until the election and acceptance of their duly qualified successors. After nominations for the new Board of Directors are closed and if there are no contested positions for the Board of Directors, the current Board may elect the new Board by a 2/3rds vote of the Board members present. If there are contested positions then the election shall be conducted by mail, with ballots mailed to each eligible member and returned to an election committee who will tabulate the results and present them at the Annual Meeting. If, for any reason, Officers are not elected before the Annual Meeting, they shall be elected at the Annual Meeting or a Special Meeting called for that purpose, within thirty (30) days thereafter.

Section V. Votes by Members

All action, except amendments of the Articles of Incorporation and amendments to the Bylaws, shall be by a majority vote of those present and voting at an Annual or Special Meeting.

Section VI. Order of Business

The order of business at the Annual Meeting, and so far as practicable at all other meetings of the members, shall be as follows:

1. Reading and disposal of any unapproved minutes

2. Reports of Officers and committees

3. Election of Officers

4. Unfinished business

5. New business

6. Adjournment

Article V - Officers

Section I. Number of Authority

The business and property of the Corporation shall be managed by the Officers elected by the voting members of the Corporation. Said Officers shall have entire charge of the property, interests, business and transactions of the Corporation with full power and authority to manage and conduct the same. The Officers shall perform their individual duties as set forth in Sections IV through XII as below, and in addition, shall meet as a group to determine matters of policy and to conduct the affairs of the Corporation and do all acts directed in the Articles of Incorporation and Bylaws of the Corporation. Collectively, the Officers shall be called the Board of Directors.

Section II. Officers

The Officers of the Corporation and voting Board members shall be a Regional Executive, an Assistant Regional Executive, a Secretary, a Treasurer, a Membership Director, a Solo Rules Director, A Solo Events Director, a Racing Competition Director, and a Race Officials Director. They shall all hold office for the term of one (1) year and until their successors are duly elected and qualified.

Section III. Members of the Board of Directors

The Regional Executive may at his or her discretion appoint additional persons to the Board of Directors for such specialized duties of any office as deemed necessary by the Regional Executive with the confirmation of the majority of the Board of Directors. These appointed members may have a vote on any issue before the Board of Directors only by a majority approval of the elected members of the Board of Directors.

Section IV. Duties of the Regional Executive

The Regional Executive shall be the Chief Executive Officer of the Corporation and shall be the Corporation’s representative to all meetings and affairs of the Sports Car Club of America, Inc., or its affiliates. The Regional Executive shall also serve on all committees of the Region. The Regional Executive shall, when present, preside at all meetings of the members of the Corporation and shall have general supervision and management of the affairs of the Corporation, shall sign or countersign, as may be necessary, all such bills, notes, checks, contracts, and other instruments as may pertain to the ordinary course of the Corporation’s business and sign, when duly authorized thereto, all contracts, bonds, deeds, liens, licenses, leases and other negotiable instruments for deposit or collection. The Regional Executive shall have one (1) year’s prior experience on the Board of Directors in either an elected or appointed office.

Section V. Duties of the Assistant Regional Executive

The Assistant Regional Executive, in the absence, disability, or refusal of the Regional Executive to act, shall have all the powers of the Regional Executive and shall perform all the duties of that Officer. In addition, the Assistant Regional Executive shall be responsible for the arrangements for all meetings and social events for the members. These arrangements shall include selecting and securing locations, programs and refreshments when appropriate.

Section VI. Duties of the Secretary

The Secretary shall keep full minutes of all meetings of the Board of Directors, the Annual Meeting and of any Special Meetings and shall read such minutes at the proper subsequent meeting, shall issue all calls for meetings, and notify all Board of Directors of their election. The Secretary shall also sign with the Regional Executive all contracts, deeds, licenses and other instruments when necessary. The Secretary shall make such reports to the Board of Directors as they may request and shall perform such other duties as are incident to the office or as are properly required by the Board of Directors. The Secretary shall be responsible for making biennial filings of corporate status to the Iowa Secretary of State’s office, and/or executing other similar corporate existence documents as may be required by law.

Section VII. Duties of the Treasurer

The Treasurer shall have custody of and be responsible for all moneys and securities of the Corporation, shall keep full and accurate records and accounts in books belonging to the Corporation showing the transactions of the Corporation, its accounts, liabilities and financial condition and shall demonstrate that all expenditures are duly authorized and are evidenced by proper receipts and vouchers. The Treasurer shall deposit in the name of the Corporation all moneys that may come to the Treasurer for the Corporation’s account. The Treasurer’s books and accounts shall be available for inspection by any Officer of the Corporation. The Treasurer shall also endorse for collection or deposit all bills, notes, checks and other negotiable instruments of this Corporation, shall pay out money as may be necessary in the transactions of the Corporation with or by special or general direction of the Board of Directors, and on checks signed by such Officers or employees as may be designated by the Board of Directors, and shall generally have supervision of the financial condition of the Corporation. The Treasurer shall also make a full report of the financial condition of the Corporation at the Annual Meeting of the members and shall make such other reports and statements and perform such other duties as may be required by the Board of Directors. The Treasurer shall be responsible for making tax filings for the Corporation to federal and/or state authorities as may be required by law.

Section VIII. Duties of the Membership Director

The Membership Director shall provide information to prospective and new members, and shall collect membership dues and transfer them to the Treasurer. The Membership Director shall maintain a current listing of all members of the Corporation.

Section IX. Duties of the Solo Rules Director

The Solo Rules Director shall establish rules for the classification of cars competing in the Club’s Solo events. The Solo Rules Director shall determine the eligibility of cars for registration in the various classes recognized by the Club and accept or reject cars as they are offered by members for registration. The Solo Rules Director shall establish rules for the conduct of all Club Solo events and, upon approval of the Board of Directors, distribute copies of the rules to the members. The Solo Rules Director shall provide for the careful inspection and determination of road worthiness of all cars entered in the Solo events and has the power to accept or reject said cars according to their condition, with particular emphasis on the needs of safety. The Solo Rules Director shall regulate and control with drivers of cars entered in Club Solo events and classify those drivers according to experience, demonstrated ability and physical qualifications. The Solo Rules Director shall calculate, maintain and publish results and point standings after each Solo event for year-end awards, if any.

Section X. Duties of the Solo Events Director

The Solo Events Director shall arrange all events per calendar year which shall be communicated to the members. The Solo Events Director shall be responsible for maintaining good relations with the site owners. Providing all appropriate legal paperwork and resolving any issues or incidents at that site with the National Office and the site owners. The Solo Events Director shall maintain all of the Corporation’s Solo events equipment to be in good working order and shall arrange the transportation of such equipment to be available for the members’ use at Club Solo events.

Section XI. Duties of the Racing Competition Director

The Racing Competition Director shall organize and coordinate all driver related race activities and informational distribution responsibilities of the Region. The Racing Competition Director shall also collect and record all driver related activities of Club members and report same to the general membership periodically. The Racing Competition Director, in conjunction with the Race Officials Director, shall maintain and disseminate a racing competition schedule to all interested members of the Region. The Racing Competition Director shall also perform all other duties for the Region which are driver related racing activities for the membership.

Section XII. Duties of the Race Officials Director

The Race Officials Director shall organize and coordinate all worker related race activities and have worker information available to distribute to all interested members of the Region. The Director shall also collect and record all worker related race activities of Region members and report same to the general membership periodically. The Race Officials Director shall, in conjunction with the Racing Competition Director, maintain and disseminate a racing competition schedule to all interested members of the Region and shall also be responsible for all recognition awards for Region workers and make all arrangements for said awards. The Race Officials Director may present annually to the Board of Directors, for approval, a list of proposed Regional Administrators for the various license specialties. The Race Officials Director shall also perform all other duties for the Region that are worker related racing activities for the membership.

Section XIII. The Regional Administrators

The Regional Administrators of each licensing specialty may be appointed by the Board of Directors.

Section XIV. Removal of Officers and Members of the Board of Directors

The Board, by a two-thirds vote of the members of the Board, or a two-thirds vote of all members of record of the Corporation, by petition, shall be able to remove any Officer or Board member for just cause and declare the position vacant.

Section XV. Vacancies of the Board of Directors

Any office becoming vacant may be filled for the unexpired term by a majority vote of the remaining Officers. In the event there are fewer Officers than necessary for a quorum, a Special Meeting of the members shall be called and such offices as are vacant shall be filled. In the event that the number of Officers is increased by amendment to these Bylaws, the Officers shall appoint members to fill such office or offices until the next Annual Meeting.

Section XVI. Regular Meetings of the Board of Directors

There shall be regular meetings of the Board of Directors, and there shall be a meeting of the Board of Directors within 45 days following the Annual Meeting of the members.

Section XVII. Special Meetings of the Board of Directors

Special meetings of the Board of Directors may be held at the place of business of the Corporation or at any other place in the State of Iowa, designated in the call. Special meetings may also be held via electronic mail. Such meetings may be called at any time by the Regional Executive or by any two (2) Officers of the Corporation. Notice of Special Meetings of the Board of Directors shall be mailed to each member of the Board of Directors at the last known post office address, electronic mail address, or delivered personally not less than five (5) days before such meeting. Notice of Special Meetings shall state the place and purpose thereof. No notice of regular Board of Director meetings shall be given.

Section XVIII. Quorum of the Board of Directors

A quorum of any meeting shall consist of a majority of the Board of Directors duly elected or appointed. A majority of such quorum shall decide any question that may come before the meeting. Electronic (e-mail) voting may be called for by the Regional Executive or any tow members of the Board of Directors on special issues. Notice of such e-mail voting must include a specific date for members of the Board of Directors to respond to the issue at hand, which shall not be sooner then five days after the notice is given. Quorum and voting rules are the same for both live and electronic meetings. Any member of the Board of Directors may call for live discussion prior to a final vote being taken by e-mail. The Regional Executive or Secretary will provide the members of the Board of Directors with the results of the vote within five working days after the specific date given for the vote. The results of the vote will also be recorded in the minutes of the next regular meeting of the Board of Directors. If at any regular or special meeting of the Board of Directors there be less than a quorum present, a majority of those present may adjourn without notice other than by announcement at the meeting, until the number of Board of Directors necessary to constitute a quorum shall attend.

Section XIX. Execution of Instruments by the Board of Directors

All deeds, mortgages, leases, chattel mortgages or conditional bills of sale, satisfaction of mortgage, judgments, liens or other instruments affecting real estate executed by this Corporation shall be executed in the name of the Corporation by either the Regional Executive or the Assistant Regional Executive, and the Secretary or Treasurer.

Section XX. Order of Business of the Board of Directors

The order of business at any regular or special meeting of the Board of Directors shall be:

1. Calling of roll

2. Proof of due notice of meeting

3. Reading and disposal of any unapproved minutes

4. Reports of Officers and committees

5. Unfinished business

6. New business

7. Adjournment

Section XXI. Appointment of Committees by the Board of Directors

The Regional Executive with the approval of the majority of the Board shall appoint such committees as it finds desirable, from time to time, and shall outline the duties and responsibilities of such committees. All reports or action taken by a committee must be approved by a majority vote of the entire committee. The Regional Executive shall be notified of all committee meetings and serve as a member of all such committees as described in Article V, Section IV.

Article VI - Geographical Area

The geographical area of the Des Moines Valley Region Sports Car Club of America, Inc. shall consist of the following counties of the State of Iowa:

Section I. Amendment by Members

These Bylaws may be amended, repealed or altered in whole or in part by a majority vote of the entire outstanding voting membership of the Corporation at any regular meeting or at any special meeting when such proposal action has been announced in the call and notice of such meeting.

Section II. Amendment by Board of Directors

The Board of Directors shall by unanimous vote of all Board of Directors have power to amend, alter or repeal, in whole or in part, these Bylaws at any regular meeting of the Board of Directors or at any Special Meeting when such action has been announced in the call and notice for such meeting. The Board of Directors shall have no power to amend, alter or repeal any Bylaws adopted by the members.

Section III. Depository

The Treasurer shall deposit the moneys of the Corporation, as the same may come to the Treasurer, in such depository, or depositories, as may be designated by the Board of Directors.

Section IV. Personal Liability

All persons or corporations extending credit to, contracting with, or having any claims against the Corporation or the Board of Directors shall look only to the funds and property of the Corporation for the payment of any debt, damages, judgment, or decree, or any other money that may otherwise become due or payable to them from the Corporation or the Board of Directors, so that neither the members nor the Board of Directors, past, present or future, shall be personally liable therefore.

Section V. The Bylaws of the Corporation

The Bylaws of the Corporation shall be reviewed and revised during each even-numbered calendar year not later than the month of October, by the Board of Directors, or by committee as designated by the Regional Executive as described in Article V, Section XXI.
(Amended October, 2008; last reviewed during September 2008).