The Bug Club
A NH based car club for the vintage Volkswagen enthusiast
- CONSTITUTION AND BYLAWS OF THE BUG CLUB -
Article I – Name and Emblem
Article II - Purpose
Article III - Members and Dues
Article IV -Board of Directors
Article V - Duties of Officers of the Board of Directors
Article VI - Club Policy
Article VII – Provision of Personal Liability
Article VIII – Dissolution
Article IX - Amendments
Article I - Register Address
Article II - Membership and Dues
Article III - Committee and Advisors
Article IV – Indemnification
Article V - Conflict of Interest Policy
Article VI - Amendments
CONSTITUTION OF THE BUG CLUB
ARTICLE I – NAME AND EMBLEM
Section 1. The name of this organization shall be The Bug Club, and it shall be incorporated under the provisions of the Non-Profit Corporation Code of the State of New Hampshire.
Section 2. The emblem, trademark, or logo of the Bug Club shall be a Volkswagen representative image with accompanying script "The Bug Club". Use, including electronic storage and reproduction, of The Bug Club emblem, trademark, or logo by any individual, business, member, chapter or zone except as authorized in Article VI, is strictly prohibited without the express written permission of The Bug Club Board of Directors.
ARTICLE II - PURPOSE
Section 1. This organization is operated for the charitable and educational purposes defined in section 501(C)3 of the Internal Revenue Code. The purpose of the Bug Club shall include raising funds for local charities, and to disseminate technical and historical information to its members for the preservation, restoration, modification and enjoyment of air-cooled Volkswagen automobiles. This will be conducted through various means such as meetings, tours and programs as deemed desirable.
Section 2. The Bug Club shall be nonprofit, non-partisan, and self-governing.
ARTICLE III - MEMBERS AND DUES
Section 1. Any person of good character who has submitted a properly executed application for membership, paid the appropriate dues, and has demonstrated a basic interest in air-cooled Volkswagen automobiles, may become a member of The Bug Club.
Section 2. Membership dues shall be fixed by the Board of Directors as per the Bylaws.
Section 3. Automatic termination of membership shall occur if a member's dues remain unpaid in March. Termination of membership may also occur, for just cause, by a majority club member vote after a hearing has been held to allow the member to refute the charges which have been brought against the member.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. The Bug Club shall be governed by a minimum of five Board of Directors.
Section 2. A majority vote of members in good standing will be held to elect the positions of President, Vice President, Membership Secretary (newsletter editor), Treasurer and Director(s). The number of Director positions will be established by the Board of Directors as needed. The term of office shall be for one year, and these officers shall constitute the Board of Directors.
Section 3. Any active member can nominate another active member to the Board of Directors. Voting will take place at the December monthly meeting. Election to office shall be by majority vote, or by plurality in the case of three or more candidates for a single office.
Section 4. Any officer of the Board of Directors may be removed from office for just cause by a majority of the members present during any meeting specifically called for that purpose. A written notice of such a meeting shall be sent to each Board of Directors member not less than twenty-one (21) days prior to such a meeting.
ARTICLE V - DUTIES OF OFFICERS OF THE BOARD OF DIRECTORS
Section 1. The President shall preside at all meetings of the Board of Directors. The President may create any committee and appoint any committee chairperson he/she may deem appropriate subject to the approval of the Board of Directors. The President will also act as official spokesperson, diplomat, coordinator, and overseer for The Bug Club as the need may arise. The President, with the support of the Board of Directors, shall assume primary responsibility for compliance with and enforcement of the Constitution and Bylaws of The Bug Club.
Section 2. The Vice President shall perform the duties of the President in his/her absence, shall help with the general activities of The Bug Club at the direction of the President, and perform other duties as assigned. In addition, the Vice President shall be responsible for matters pertaining to financial interests of The Bug Club, which might include, but not be limited to, book services and regalia, assets, and public relations.
Section 3. The Secretary shall be responsible for maintaining a current paid-up membership list and produce the newsletter.
Section 4. The Treasurer shall collect and disburse the funds of The Bug Club. The Treasurer shall render a financial report at least annually to the membership or as directed by the President. The Treasurer shall be responsible for filing all necessary documents and/or financial reports to the State of New Hampshire and interested Federal agencies. Excepting routine disbursements, no single expenditure in any amount exceeding $50 shall be made without prior approval of membership.
Section 5. The Director(s) attend events and meetings where possible as a representative of The Bug Club, and perform duties as assigned.
Section 6. At any meeting two board members shall constitute a quorum. Unless otherwise provided, a simple majority vote shall be sufficient to take any action.
ARTICLE VI - CLUB POLICY
Section 1. The name "The Bug Club" or any subdivision thereof shall not be associated with any commercial or charitable enterprise except as authorized by the Board of Directors via written contract. More specifically, no Chapter, Zone, nor member shall participate in, or assist in the promotion of, a commercial or charitable enterprise in a manner implying sponsorship of The Bug Club without the express written permission of The Bug Club Board of Directors.
ARTICLE VII – PROVISION OF PERSONAL LIABILITY
Section 1. The officers of The Bug Club shall not be liable to the corporation or to its members for monetary damages for breach of their fiduciary duty to the full extent permitted by N.H. RSA 292.
ARTICLE VIII - DISSOLUTION
Section 1. The Bug Club shall use its funds and assets only to accomplish the objectives and purposes specified in this Constitution. On dissolution of The Bug Club, any funds remaining shall be distributed to one or more qualified 501(C)3 charitable, educational, or philanthropic organizations to be selected by the Board of Directors of, The Bug Club.
ARTICLE IX - AMENDMENTS
Section 1. Any proposed amendment to this Constitution may be made by any member in good standing and must be seconded by a member in good standing. Said amendment to this Constitution shall be submitted in writing to the Board of Directors for consideration. The Board of Directors shall determine whether or not the proposed amendment should be submitted to the membership for consideration. If the proposed amendment is approved by the Board of Directors for consideration by the membership, the proposed amendment shall appear in an issue of The Bug Club Newsletter at least twenty-one (21) days prior to a monthly Membership meeting. Amendments must be passed by a simple two-thirds majority vote of responding active members.
BYLAWS OF THE BUG CLUB
ARTICLE I - REGISTER ADDRESS
Section 1. The Bug Club shall operate from various premises.
Section 2. The official business mailing address of The Bug Club shall be a post office box rented and maintained by the Treasurer or Appointed Designee.
ARTICLE II - MEMBERSHIP AND DUES
Section 1. There shall be only one class of active paid membership.
Section 2. Dues for such membership shall be fixed at $15.00 per year until changed by a majority vote of the active members.
Section 3. Members in good standing are eligible to receive all educational materials published by The Bug Club, vote for Officers of the Board of Directors, and are entitled to participate in any events sponsored or sanctioned by The Bug Club.
Section 4. Annual dues entitle members to all issues of The Bug Club Newsletter plus all other benefits. Annual dues are due January 1st.
Section 5. Honorary members shall pay no dues and are entitled to all Bug Club Newsletters and privileges except the right to vote and to hold office. Honorary members are those who have made an outstanding contribution to the history or development of the air-cooled Volkswagen or to The Bug Club, and have been selected and approved by a majority vote of the Board of Directors for this recognition.
ARTICLE III - COMMITTEE, MANAGERS AND DEPARTMENT ADVISORS
Section 1. As detailed in the Constitution, the President may appoint Advisors and/or committees as the need arises subject to approval by the Board of Directors. One such committee is recommended as a permanent functionary in fulfilling the goals of The Bug Club.
Section 2. Advisors might include, but shall not be limited to: Asset Manager, Editors of The Bug Club Newsletter, Event Coordinator, Public Relations Manager, Rally Advisor, Regalia Manager etc.
ARTICLE IV – INDEMNIFICATION
Section 1. The Bug Club agrees to indemnify, defend and hold harmless the board members, its officers, directors and employees, from and against all liability, loss, cost or expense (including attorney’s fees) by reason of liability imposed upon the Organization, arising out of or related to organization’s activities, whether caused by or contributed to by the members or any other party indemnified herein, unless caused by the sole negligence of the member or any other party indemnified herein. Organization may maintain insurance, at its expense, to protect itself and any such person against any such liability, cost or expense.
ARTICLE V - CONFLICT OF INTEREST POLICY
Section 1. Disclosure and Voting Requirements of the Board of Directors. Any possible conflict of interest on the part of any Director or Officer shall be disclosed in writing to the Board and made a matter of record through an annual procedure.
In addition, the Director or Officer shall disclose any conflict of interest when a specific issue or transaction comes before the Board. Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote approving the transaction is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, a two-thirds vote approving the transaction and publication of a legal notice in the newspaper of general circulation in the community in which the charitable trust's principal New Hampshire office is located is mandatory, together with written notice to the Charitable Trusts Unit. The minutes of the meeting shall reflect that a disclosure was made; that the interested Director and all other Directors with a pecuniary transaction with the charity during the fiscal year were absent during both the discussion and the voting on the transaction.
Every new member of the Board will be advised of this policy upon entering the duties of his or her office and shall sign a statement acknowledging understanding of, and agreement to this policy.
Section 2. Statutory Requirements. The Board will comply with all requirements of New Hampshire law dealing with pecuniary benefit transactions (RSA 7:19-a and RSA 292: 6-a) and all such laws are incorporated in full into and made a part of this policy statement. These requirements include, but are not limited to, an absolute prohibition on any loans to any director or, and prohibition of any sale or lease (for a term greater than five years) or conveyance of real estate from or to an officer or director without the prior approval of the probate court. These requirements extend to both direct and indirect financial interests, as defined by the statutes.
ARTICLE VI - AMENDMENTS
Section 1. Any proposed amendment to these bylaws may be made by any member in good standing and must be seconded by a member in good standing. Said amendment to these bylaws shall be submitted in writing to the Board of Directors for consideration. The Board of Directors shall determine whether or not the proposed amendment should be submitted to the membership for consideration. If the proposed amendment is approved by the Board of Directors for consideration by the membership, the proposed amendment shall appear in an issue of The Bug Club Newsletter at least twenty-one (21) days prior to a monthly Membership meeting. Amendments must be passed by a simple two-thirds majority vote of responding active members.
Club Name: The Bug Club
Domain Name: www.The-Bug-Club.com