Untitled 1

BY-LAWS

BLACKHAWK VALLEY REGION

SPORTS CAR CLUB OF AMERICA

ARTICLE I

Section 1-- Name: The name of the club shall be BLACKHAWK VALLEY REGION, SPORTS CAR CLUB OF AMERICA, INC.

Section 2—Purpose: The purpose of the CLUB shall be to encourage the ownership, operation, and preservation of sports cars; to arrange and regulate sports car events and exhibitions; to encourage safe and sportsmanlike conduct on the public highways; and to develop and provide technical and general information relevant to any of these purposes.

Section 3—Emblem: The official emblem of the BLACKHAWK VALLEY REGION, SPORTS CAR CLUB OF AMERICA, INC., is a design bearing the name BLACKHAWK VALLEY REGION, SCCA, with a picture of the BLACKHAWK VALLEY REGION caricature, "pit pass", in profile, and shall be reproduced as set forth below.

Section 4—Seal, Corporate: There shall be no corporate seal.

ARTICLE II

Section 1 – Membership, General: The members shall be all persons in good membership standing of the Sports Car Club of America, Inc., who reside in the following counties of Illinois: Boone, DeKalb, Winnebago, Ogle, Lee, Jo Davies, Carroll, Stevenson, Whiteside, and in the following counties in Wisconsin: Rock, Green, Lafayette, and Grant.

Additionally, the Blackhawk Valley Region may also accept members of the Sports Car Club of America, Inc., in good standing, who reside outside the geographic boundaries of the Blackhawk Valley Region, into membership.

The Blackhawk Valley Region shall, whenever logical and reasonable, recognize the same categories of membership that have been or may be recognized or established by the Sports Car Club of America, Inc.

Section 2 – Application and Acceptance: The primary procedure for any persons desiring membership in the Sports Car Club of America Inc., and the Blackhawk Valley Region, shall be to signify his or her intent by stating a desire to participate in club and regional activities and functions of the SCCA and Blackhawk Valley Region. The applicant thereafter shall apply to the Membership Chairman of the Blackhawk Valley Region for an official membership application form. Upon completion of said form, the application shall be for warded to the Membership Chairman for consideration and further disposition by the Board of Directors. The Membership Chairman shall submit all approved applications to the office of the Sports Car Club of America, Inc., who, when processing is completed, will notify the applicant of his or her approval or disapproval. Any disapproved applicant shall have the membership fees returned through the Blackhawk Valley Region.

In applying a secondary procedure for obtaining membership, an applicant may obtain an application for membership from the office of the Sports Car Club of America, Inc. After completing the application and returning it to said office, Sports Car Club of America, Inc., should notify the Blackhawk Valley Region of the applicant’s intention of becoming a member. At this time, the Membership Chairman shall notify the applicant that he or she may proceed in the process of obtaining region membership as delineated above.

Any member of the Sports Car Club of America, Inc., may become a member of the Blackhawk Valley Region by submitting the official membership application form, accompanied by the amount of the annual region dues to the membership chairman for the proper processing and disposition. Upon approval, the applicant shall become a member of the Blackhawk Valley Region, and his or her application shall be filed with the Membership Chairman.

Any member in good standing with the Sports Car Club of America, Inc., who moves his or her place of residence inside the geographical limits of the Blackhawk Valley Region may be accepted as member in good standing of the Blackhawk Valley Region of the remainder of the year without paying further dues.

A prospective applicant who does not secure the approval of the majority of the Blackhawk Valley Region Board of Directors and the SCCA Board of Directors shall be considered rejected without recourse.

Section 3—Termination of Membership: Any member may resign from the Blackhawk Valley Region by giving notice in writing to the Secretary, and such resignation shall take effect from the date of acceptance thereof by the Board of Directors.

Suspension of delinquent members shall be determined by the majority vote of the Board of Directors. Suspension or expulsion from the Sports Car Club of America, Inc., shall mandatory require similar action by the Board of Directors of the Blackhawk Valley Region toward such member so suspended or expelled.

Any member may be suspended for such causes as may be determined by the majority of the Board of Directors as being in the best interest of the Blackhawk Valley Region. However, the member shall have an opportunity to submit in writing or in person, his or her position on any charge of which he or she shall be notified.

Reinstatement of members previously suspended for nonpayment of Regional dues or for reason of resignation, may be effected by reapplication for membership in accordance with the procedure for new members as provided in Article II, Section 2.

Section 4—Dues: Annual membership dues shall be determined from time to time by majority vote of the Board of Directors. Membership shall lapse automatically if the annual dues remain unpaid for a period in accordance with policies determined by SCCA. Any member in good standing of Blackhawk Valley Region who enters the military service of the United States of America on a non-permanent duty shall remain in good standing without further payment of dues until such duty has been terminated, provided that such member remains in good standing with the Sports Car Club of America, Inc.

Section 5—Membership Year: The membership year shall end on a member’s anniversary date with the Sports Car Club of America, Inc.

ARTICLE III

Section 1—Meeting of the Members: Meetings of the members shall be held at such time and place, as the Regional Executive shall decide.

Section 2—Notice of meetings: Notice of any such meetings of the membership shall be mailed to every member in good standing at least thirty (30) days before the date of such meeting.

Section 3—Meetings of the Board of Directors: The Regional Executive shall call Meetings of the Board of Directors monthly. The Regional Executive may invite any member acting in an appointed capacity for the Blackhawk Valley Region to attend such meetings

Section 4—Annual Meetings: The ANNUAL BUSINESS MEETING, to include the financial summary for the preceding fiscal year, shall be held in conjunction with the Annual Social Meeting each year as coordinated with the Treasurer and those charges with accounts and responsibilities for the Region. This meeting shall be duly announced not less than thirty (30) days in advance and open to all Members of the Region.

The ANNUAL SOCIAL MEETING shall be held between November 1 and December 31 of each year within the territorial boundaries of the Region at a suitable site to be designated by the Board of Directors.

Section 5—Special Meetings: Special meeting of the Membership may be called by either the Board of Directors, or not less than 20% of those members having voting rights, upon due and timely notice to all members of the Region.

Section 6—Quorum: A quorum for the meeting of the Board of Directors shall be at least a majority. A quorum for the meetings of the Members shall be at least 10% of the total membership.

ARTICLE IV

Section 1—Board of Directors: The Board of Directors of the Blackhawk Valley Region shall consist of nine (9) elected members plus one (1) ex-officio member (immediate past Regional Executive). Said nine elected members shall elect from their number, persons to fill the following positions annually:

REGIONAL EXECUTIVE (President)

ASSISTANT REGIONAL EXECUTIVE and Activities Chairman (Vice President)

SECRETARY

TREASURER

Power for appointment and/or election of additional officers and committee chairmen shall be vested to the Regional Executive with concurrence of the Board of Directors.

Section 2—Election of Directors: The procedure for electing three (3) Directors per calendar year to three (3) terms to complete the nine Regional Board of Directors shall be as follows:

By May 1: A nominating Committee Chairman shall be selected, approved and notified by the Board of Directors.

By June 1: The Secretary of the Region and the Nominating Committee shall inform the Membership of the names of all members on the Nominating Committee.

By August 1: The Nominating Committee shall have selected and posted in writing to the Membership, "The Nominators Slate" consisting of at least one nominee for each three year Directorship, Plus at least one nominee for each vacancy in any un-expired term which may exist, clearly labeled as to the length of such un-expired term, and alphabetically arranged No nominator may be considered as a nominee on the nominators’ slate during his or her period of serving on the Nominating Committee.

The Membership shall be permitted to submit additional nominations by petition signatures by not less than 25 active members, indicating the nominee’s name and Directorship terms to which the nominee is intended. Such petitions when properly executed must be received by the Nomination Committee and must be placed on the ballot. All nominations to be closed by midnight on September 1.

By October 1: The completed ballot shall be placed in the hands of the voting Membership to include the complete "Nominators Slate", indicated as such and listed alphabetically, followed by the "Petitioners Slate", indicated as such, and identified as to the term of office and listed alphabetically.

By midnight of November 1: All ballots must be completed and duly returned to the Auditor as designated by the Board of Directors. To be considered, all ballots must be returned in a provided envelope marked "Ballot".

The designated auditor shall tabulate the results and provide exact tabulation to the Secretary, to be announced at the Annual Social Meeting. The term of the office to commence on January 1. Any tie votes shall be determined by the toss of a coin.

Prior to December 31, the incoming Board of Directors shall hold an organization meeting to elect the officers for the ensuing year.

Tabulation of the ballots shall be available from the secretary for any candidates who requests them.

Section 3—Vacancies in Office: The Board of Directors shall fill all vacancies in the office which occur between annual elections by the appointment of any qualified member until the next annual election, at which time, the un-expired term shall be filled by an addition to the election ballot as is spelled out in ARTCLE IV, Section 2.

Section 4—Duties of the Regional Executive: The Regional Executive (President) shall direct the affairs of the Region in accordance with the purposes and the By-Laws of the Blackhawk Valley Region and the Sports Car Club of America, Inc. He or she shall preside at all meetings and, with his or her fellow officers, shall plan the activities for the Region. In every way, it is his or her duty to promote the affairs in accordance with the desires of the Members and his or her own best judgment.

The Regional Executive shall make all appointments to such committees as may be needed from time to time, and to any non-elective office which may be established, subject to approval of the Board of Directors.

The Regional Executive shall execute all contracts on behalf of Blackhawk Valley Region and shall have full authority to execute such contracts in his or her name alone on behalf of the Region after approval by the Board of Directors.

Section 5—Duties of the Assistant Regional Executive-and Activities Chairman:

The Assistant Regional Executive and Activities Chairman (Vice President) shall plan and administer the Regions meetings and events of all sorts, working under the direction of the Board of Directors. He or she shall assume the duties of the Regional Executive when the Regional Executive is absent.

Section 6—Duties of the Secretary: The Secretary shall keep the record and conduct the correspondence of the Region subject to the general directions and supervisions of the Board of Directors. The Secretary shall also correspond with the Nomination Committee about regional elections.

Section 7—Duties of the Treasurer: The Treasurer shall collect all dues and assessments, and prepare and present at the Annual Business Meeting a financial statement showing all monies received and disbursed by the Region; prepare and file any tax returns required by governmental agencies; prepare and present a financial statement monthly to the Board of Directors showing all monies received and disbursed by the Region and generally perform all duties pertaining to the office of Treasurer.

Section 8---Removal of a Director. The Board of Directors may , at any regular or special meeting, by the affirmative vote of at least two-thirds (2/3) of those Directors voting, remove a Director from office for infraction of any Club rule or any other cause, including physical or mental incapacity to serve, conflict of interest, conviction of a felony, or behavior detrimental to the Club or deemed not in the Club’s best interests. Written notice of the proposed action must be sent to all Directors at least 30 days prior to the meeting. The Director whose directorship is in question shall be given an opportunity to be heard at this meeting, but shall have no vote on the question.

ARTICLE V

APPOINTED OFFICERS.

Section 1—Duties of the Competition Chairman: The Board of Directors shall appoint The Competition Chairman. He or she shall be responsible for the licensing of drivers with the Region in conformance with the rules of the Sports Car Club of America, Inc. After appointment the Board of Directors, the Competition Chairman shall be an ex-officio member of the Board of Directors, without a vote.

Section 2—Duties of the Race Events Chairman: All racing activities, as well as drivers’ schools, shall be held under the direction of the Race Events Chairman and his or her committee. The Race Events Chairman, subject to the approval of the Board of Directors, shall appoint the Racing Committee. The Race Events Chairman shall be an ex-officio member of the Board of Directors, without a vote.

Section 3—Duties of the Solo Events and Rally Chairman: The Board of Directors shall appoint the Solo Events and Rally Chairman. He or she shall have and exhibit those qualities and experience in connection with non-speed events to be considered by the Board of Directors for appointment. He or she shall be responsible for the licensing of Solo I drivers within the Region in conformance with the rules of the Sports Car Club of America, Inc. He or she shall administer and supervise all Solo events and Rallies held by the Region. After appointment by the Board of Directors, the Solo Events and Rally Chairman shall be an ex-officio member of the Board of Directors, without a vote.

Section 4-- Duties of the Public Relations Chairman: The Board of Directors shall appoint the Public Relations Chairman. He or she shall have and exhibit those qualities and experience in connection with the public relations requirement so the Region to be considered by the Board of Directors for appointment. The Public relations Chairman shall be an ex-officio member of the Board of Directors, without a vote.

Section 5—Duties of the Publication Chairman: The Board of Directors shall appoint the Publication Chairman. He or she shall have and exhibit those qualities and experience in connection with the Regional activities and the requirements of the Regional Publications to be considered by the Board of Directors for appointment. The Public Relations Chairman shall be an ex-officio member of the Board of Directors, without a vote.

Section 6— Duties of the Membership Chairman: The Membership Chairman shall keep an active and current membership roster and shall handle all dues billings. He or she shall also furnish application forms to prospective members upon their request in accordance with ARTICLE II, Section 2. He or she shall, upon receipt, process all applications and shall bring them before the Board of Directors for action, with his or her recommendation for acceptance or rejection. Following action by the Board of Directors and the Regional Executive, he or she shall forward the applications to the national office, along with whatever explanatory may be required. The Membership Chairman shall be an ex-officio member of the Board of Directors, without a vote.

Section 7—Duties of the By-Laws Chairman: The By-Laws Chairman shall be appointed by the Board of Directors, by May 1^st, during each even numbered year to review the By-Laws of the Club. The By-Laws Chairman shall forward all suggested By-Law Amendments to the Board of Directors by the October Directors meeting.

ARTICLE VI

MISCELLANEOUS

Section 1—Insignia: All paraphernalia of any kind bearing thereon the name or emblem of the Blackhawk Valley Region shall at all time be deemed to be the property of the Blackhawk Valley Region and shall be returned to the Secretary or Treasurer by any member who resigns or is expelled.

Section 2—Fiscal Year: The Fiscal Year of the Blackhawk Valley region shall be the calendar year.

Section 3—Area Liaison: The Board of Directors may appoint a liaison committee to meet with other such committees established with the Area of the Sports Car Club of America, Inc., for the furtherance of Regional Activities within the Area.

ARTICLE VII

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the General Not-For-Profit Corporations Act of the State of Illinois, or under the provisions of the articles and incorporation of by the By-Laws of this club, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether it be before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII

AMENDMENDS

Section 1:Amendment Procedure: Suggestions for additions or amendments for the By-Laws or repeal of a By-Law may be made in writing by any member in good standing. The Board of Directors, who will recommend it for adoption or rejection, shall review each such suggestion.

Section 2: Following review by the Board of Directors, the Board of Directors shall cause the proposed change to be published along with their recommendations to the general membership.

Section 3: Proposed additions or amendments to the By-Laws shall be acted upon at the Annual Business or Special Membership meeting, not to be less than thirty (30) days subsequent to the publication of the proposal. Should a Quorum be present, a favorable vote by two-thirds (2/3) of the members in attendance shall be required for adoption of the changes to the By-Laws.

Section 4: The Board of Directors shall meet following the September meeting of the Club in each even numbered year to review the By-Laws. Recommended changes resulting from such review will be further acted upon as stated in Section 2 and Section 3 of this ARTICLE.

Section 5: Any amendments acted upon in accordance with Sections 2, 3 and 4 shall be posted to the Regional membership within sixty (60) days.

Section 6: No amendments shall be valid which is in conflict with the Constitution, By-Laws, or amendments or supplements thereto, as well as any directives of the Sports Car Club of America, Inc.

ARTICLE IX

PERSONAL LIABILITY

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

ARTICLE X

INSURANCE BOND

The Regional Executive, Assistant Regional Executive, Treasurer or any other member who may have check writing privileges, shall be required to be bonded yearly.

ARTICLE XI

Section 1—Approval: All expenditures (over and above standard operation expenses) to be incurred by the club must be approved by the Board of Directors.

Section 2—Voting: All expenditures presented to the Board of Directors must be voted upon. All expenditures exceeding 3% of the average yearly treasury must be approved by a two-thirds (2/3) majority of the nine member board. All others may be approved by a simple majority of the Board members present.