THE CADILLAC LASALLE CLUB MUSEUM AND RESEARCH CENTER, INC.
ARTICLE I. OFFICES
The principal office of The Cadillac LaSalle Club Museum and Research Center, Inc. (the “Corporation”), a Michigan corporation, shall be located at such place as the Board of Directors may from time to time determine. The Corporation may have such other offices as the Board of Directors may determine or as the affairs of the Corporation may from time to time require.
The Corporation shall have and shall continuously maintain in the State of Michigan, a registered office and a registered agent whose office is located in such registered office. The address of the registered office and the identity of the registered agent shall be determined by the Board of Directors, and may be changed from time to time.
ARTICLE II. MEMBERSHIP
Section 1. The Corporation shall have members, and the membership of the Corporation shall consist of (a) all members in good standing of The Cadillac LaSalle Club, Inc. (the “CLC”), and (b) such other persons who become members of the Corporation pursuant to criteria determined from time to time by the Board of Directors of the Corporation, including the payment of the dues prescribed by the Board of Directors.
Section 3. Members shall be entitled to vote for the election of the Board of Directors. Such voting may be held by mail or an equivalent method as the Board of Directors in its discretion shall determine.
Section 4. Special meetings of members may be called at the discretion of the Board of Directors. Appropriate notice of annual or special meetings shall be sent to all members.
Section 5. For the purpose of conducting business at special meetings, those members present shall be considered a proper quorum. Except as otherwise provided herein, approval of any item requiring a vote shall be by a simple majority of those present.
Section 6. For the purpose of voting for the Board of Directors, those candidates receiving the highest number of votes will be elected to the available positions, without regard to how many members actually cast votes, so long as all members are given the opportunity to vote.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Powers. The policies of the Corporation shall be determined, and its affairs shall be managed, by its Board of Directors. The Directors shall act only as a Board of Directors and the individual directors shall have no power as such. Directors need not be residents of the State of Michigan.
Section 2. Number and Classes. The Board of Directors shall consist of (i) fifteen elected directors, (ii) the President of the CLC, (iii) all past Presidents of the CLC who remain active in the CLC, and (iv) all past Presidents of the Corporation. If any person is included in more than one of the foregoing categories, he shall be considered as a single Board member having a single vote. The fifteen elected directors shall be elected as provided herein. At least six of the elected directors must be members of the CLC Board of Directors at the time they are elected or re-elected as Directors of the Corporation; at least six of the elected Directors must be members of the CLC at the time they are elected or re-elected as Directors of the Corporation; and there shall be no more than three directors who are not members of the CLC at the time they are elected or re-elected as Directors of the Corporation. Other than with respect to their qualifications for election (or for selection, in the case of directors who serve by reason of being present or past President of the CLC, or past President of the Corporation), there shall be no distinction as among the directors, and each director shall have an equal vote in all matters coming before the Board. The number and composition of the members of the Board may be amended by a resolution of the Board of Directors in the same manner as set forth in Article XIII hereof pertaining to amendments.
Section 3. Term of Office. The term of each director shall be for two years or until the election and qualification of his successor, except as hereinafter otherwise provided for filling vacancies.
Section 4. Election. Members of the Board of Directors shall be elected by vote of the members of the Corporation who actually vote in an election called for such purpose.
Section 5. Vacancies. Vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of an initial or elected director or in the event of an increase in the number of directors. Any such vacancies which are filled shall be filled by a majority of the then remaining Board of Directors, even if less than a quorum of the Board of Directors. Directors elected to fill a vacancy shall hold office for the remaining portion of the term of the director whose death, resignation, or removal caused the vacancy or, in the case of an increase in the number of directors, until the annual meeting of directors next following such increase or until a successor director is elected and qualified, whichever occurs first.
Section 6. Removal of Directors. Directors may be removed from office at any time, with or without cause, upon a two-thirds vote of all of the directors then in office.
Section 7. PRESIDING OFFICER AT BOARD MEETINGS. The Museum Board President shall serve as Chairman and preside over meetings of the Board of Directors, and the Executive Vice-President shall serve as Vice-Chairman and preside over meetings of the Board of Directors in the absence of the President.
Section 8. Annual Meeting. A regular annual meeting of the Board of Directors shall be held each year in conjunction with the CLC Grand National Meet, at a time and place to be determined by the Board of Directors.
Section 9. Regular and Special Meetings. The Board of Directors may provide by resolution the time and place, either within or without the State of Michigan, for the holding of regular meetings, other than the annual meeting, of the Board of Directors without other notice than such resolution. The Chairman may call, and upon written request signed by a majority of the members of the Board of Directors, the Secretary shall call, special meetings of the Board of Directors. Such meetings shall be held at such time and place, and for such purposes, as may be designated in the notice of meeting by the person or persons calling the meeting.
Section 10. Notice of Special Meetings. Notice of special meetings of the Board of Directors shall be in writing, signed by the Chairman, or the Secretary, and shall be served personally or sent to each director by mail or e-mail addressed to his last known address at least ten days before the time designated for such meeting. All notices of special meetings shall state the time and place of such meetings.
Section 11. Waiver of Notice. Any meeting of the Board of Directors and any action otherwise properly taken at such meeting shall be valid, if notice of the time, place and purposes of the meeting shall be waived in writing before, at or after the meeting by all directors to whom timely notices were not sent as provided in these Bylaws.
Section 12. PARTICIPATION OF DIRECTORS. Directors may participate in a meeting either by being present in person, or by participating via a conference telephone call system in which all participants in a meeting may hear one another. For all purposes of these Bylaws, directors who participate in either of these ways shall be considered as present in person. With the exception of the Annual Meeting, any meeting of the directors may be conducted entirely by conference telephone call, at the discretion of the President or other party calling the meeting.
Section 13. Quorum. A majority of the directors in office, present in person or by conference telephone call, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller number may adjourn any such meeting to a later date. At least five days’ notice of such adjourned meeting shall be given in the manner provided in paragraph 10 of this Article to each director who was not present at such meeting unless such directors shall waive notice thereof.
Section 14. Action by Majority Vote. Except as otherwise expressly required by law or these Bylaws, 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.
Section 15. Action by Directors Without a Meeting. Any action which may or must be taken at a meeting of the directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors.
ARTICLE IV. COMMITTEES
Section 1. Executive Committee – Constitution and Powers. The Board of Directors may, by resolution adopted by a majority of the directors in office, designate one fourth of their number but not less than three members, to constitute an Executive Committee, who shall have and may exercise, so far as may be permitted by law, such authority as shall be delegated to it by the Board of Directors in the management of the Corporation. The Executive Committee shall keep a record of its acts and shall promptly report such acts to the Board of Directors.
Section 2. Executive Committee – Organization, Meetings, etc. The Executive Committee shall be presided over by the President. In the absence of President at any meeting of the Executive Committee, the Committee shall appoint a Chairman of the meeting. The Executive Committee may adopt rules governing the time of, and/or method of calling and/or of holding, its meetings and may adopt rules governing the conduct of its affairs.
Section 3. Executive Committee – Quorum and Manner of Acting. A majority of the members of the Executive Committee then in office shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the Executive Committee. The members of the Executive Committee shall act only as a committee.
Section 4. OPERATIONAL OR Advisory CommitteeS – Constitution and Powers. The Board of Directors may, by resolution adopted by a majority of the directors in office, establish Operational or Advisory Committees with such authority and responsibilities as the Board of Directors may from time to time determine.
Section 5. Other Committees. The Board of Directors may also, by resolution of a majority of the Directors present in person at a meeting at which a quorum is present, establish such other committees, not having the authority of the Board of Directors in the management of the Corporation, as it deems necessary or proper and, to the extent permitted by law, may delegate to any such committee such powers as the Board of Directors shall determine.
Section 6. Term of Office. Each member of a committee shall continue to serve until the next annual meeting of the Board of Directors or until his successor is appointed, whichever occurs later; unless the committee shall be sooner terminated, or such member is removed from such committee, or such member shall cease to qualify as a member thereof.
ARTICLE V. OFFICERS
Section 1. Officers. The officers of the Corporation shall be a President, an Executive Vice President, a Secretary, and a Treasurer, each to have such duties or functions as are provided in these Bylaws or as the Board of Directors may from time to time determine. Officers need not be chosen from among the Directors. One or more additional Vice Presidents may be elected by the Board, and their duties or functions shall be determined by the Board in each case. Titles other than President, Executive Vice President, Secretary and Treasurer may be used so long as the duties or functions of each such officer are defined by the Board. The Board of Directors may elect such additional officers or assistant officers as it may from time to time determine. One person may hold more than one office, except that the offices of President and Secretary shall not be combined in one person.
Section 2. Term. The officers of the Corporation shall first be elected biennially by the newly-elected Board of Directors immediately following their election at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. The term of office of each officer (including any officer who may occupy an additional office created by the Board of Directors) shall be two years and until his successor is elected and has qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, by resolution passed by the Board of Directors at any regular or special meeting, but only by a two-thirds vote of all the directors then in office.
Section 4. Resignations. Any officer may resign at any time, orally or in writing, by notifying the Board of Directors. Such resignation shall take effect at the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office caused by death, resignation, removal, disqualification or other cause may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 6. President. The President shall be the chief officer and spokesman of the corporation, shall have general supervision over the affairs of the corporation, shall preside over meetings of the Board of Directors, and shall perform all duties incident thereto and such other duties as may from time to time be assigned to him by the Board of Directors.
Section 7. Executive Vice President; VICE PRESIDENTS. The Executive Vice President shall act in place of the President in the event of the President’s absence, disability, or other inability to act. The Executive Vice President shall preside over meetings of the Board of Directors in the absence of the President. The Executive Vice President, and the other Vice Presidents (if any), shall each have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him or her.
Section 8. Treasurer. The Treasurer shall collect and keep an account of all moneys received and expended for the use of the Corporation; shall deposit sums received by the Corporation in the name of the Corporation in such depositories as shall be approved by the Board of Directors; shall make reports of the finances of the Corporation at each annual meeting and when called upon by the Chairman; and shall perform such related duties as shall be directed by the Board of Directors, or the President. The funds, books and vouchers in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the President, and at the expiration of his term of office, the Treasurer shall turn over to the successor in office all books, monies and other properties. Some of the afore-described duties of the Treasurer may be delegated to another person as the Board of Directors may from time to time determine.
Section 9. Secretary. The Secretary shall act as Secretary of all meetings of the Board of Directors and of the Executive Committee and shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall have charge of the other books, records and papers of the Corporation; shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all duties incident to the office of Secretary and such related duties as may from time to time be assigned by the Board of Directors or the President.
Section 10. Other Officers. Other officers elected or appointed by the Board of Directors shall, in general, perform such duties as shall be assigned to them by the President, or the Board of Directors.
ARTICLE VI. GRANTS, CONTRACTS, CHECKS,
DRAFTS, BANK ACCOUNTS, VOTING OF SECURITIES, ETC.
Section 1. Grants. The Board of Directors may prospectively or retroactively authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations.
SECTION 2. AUTHORIZATION OF CONTRACTS, AGREEMENTS, AND FINANCIAL COMMITMENTS. The Board of Directors, except as otherwise provided in these Bylaws, may prospectively authorize any officer or officers, agent or agents, or a committee created by the Board of Directors, to enter into any contract or execute and deliver any instrument in the administration of an approved transaction or program, and any such authority may be general or confined to specific instances. The Board of Directors may delegate to an appropriate committee from time to time the general power to enter into agreements for certain purposes, to implement policies approved by the Board of Directors. Except as authorized herein, or in the case of an officer, except as specifically provided in his or her duties as set forth in these Bylaws or in a Policy Manual adopted by the Board of Directors, no individual Board member, officer, or other party may undertake or enter into any financial obligation, commitment or transaction on behalf of the Corporation, including but not limited to an agreement to purchase an automobile or artifact, or an agreement to accept a gift or contribution in a form other than cash or publicly traded securities.
Section 3. Loans. The Board of Directors may prospectively or retroactively authorize the President or any other officer or agent of the Corporation, in the administration of an approved program; (i) to obtain loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual; (ii) for such loans and advances to make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation; and (iii) when authorized to do so to pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the Corporation to any director or officer thereof.
Section 4. Checks, Drafts, Etc. All checks, drafts and other orders for payment of money out of the funds of the Corporation and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation 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 of the Corporation.
Section 5. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or by any similar restrictions.
Section 6. Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected by any one or more officers or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.
Section 7. Voting of Securities Held by the Corporation. Stocks and other securities owned by the Corporation shall be voted, in person or by proxy, as the Board of Directors or the Executive Committee may specify. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the President may determine.
SECTION 8. GIFTS. The Board of Directors, or a committee to which the Board of Directors has delegated the power to do so, shall have the exclusive power to accept on behalf of the Corporation any contribution, gift, or bequest for the purposes of the Corporation.
ARTICLE VII. COMPENSATION
OF OFFICERS AND DIRECTORS
Section 1. Compensation of Officers. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors provided that such salaries and compensation shall not be excessive in amount and shall be for services which are reasonable and necessary for performance of the Corporation’s purposes.
Section 2. Compensation of Directors. Directors shall not receive any salaries for their services; however, the Board of Directors may by resolution provide for the payment of compensation and reimbursement of expenses for attendance at regular or special meetings of the Corporation, but all such payments shall be reasonable and necessary and not excessive in amount. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation there for.
ARTICLE VIII. BOOKS AND RECORDS
Section 1. Books and Records. The Corporation shall maintain, at its principal office or at such place as the President shall determine correct books of accounts of all the business and transactions of the Corporation.
ARTICLE IX. FINANCIAL REVIEW
Section 1. FINANCIAL REVIEW. The Board of Directors may require an audit or Financial Review by an independent Certified Public Accountant be made, as the Board may from time to time determine, of the books and accounting records of the Corporation.
ARTICLE X. SEAL
Section 1. Seal. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation.
ARTICLE XI. FISCAL YEAR
Section 1. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
ARTICLE XII. LIABILITY AND INDEMNIFICATION
Section 1. Liability. In the absence of fraud or bad faith, the directors of the Corporation shall not be personally liable for its debts, obligations or liabilities.
Section 2. Indemnification. The Corporation shall indemnify any director or officer or former director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled under any Bylaw, agreement, or vote of the Board of Directors or otherwise.
Section 3. Prohibition OF EXCESS BENEFIT TRANSACTIONS. Anything contained in this Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute an “excess benefit transaction” as defined in Section 4958 of the Internal Revenue Code of 1986, as amended from time to time.
ARTICLE XIII. AMENDMENTS OF BYLAWS
Section 1. Amendments by Directors. Except as provided in paragraph 2 of this Article, these Bylaws or any one or more of the provisions thereof may at any duly constituted annual, regular or special meeting of the Board of Directors, by two-thirds vote of the directors present in person at such meeting, be amended by changing, altering, suspending, supplementing or repealing the same, if at least ten days’ written notice is given of intention to alter, amend, repeal or to adopt new Bylaws at such meeting.
Section 2. Change of Time and Place of Annual Meeting. No amendment to these Bylaws changing the time or place for holding any annual meeting of the Board of Directors shall be made within five days preceding the holding of any such meeting.