NSX CLUB OF AMERICA, INC.

 

ARTICLE I:  NAME, PURPOSE, OFFICES, EMBLEM, AND SEAL

Section A:  Name

The name of the corporation shall be the “NSX Club of America, Inc.” a nonprofit corporation organized under the laws of the State of Georgia.

Section B:  Purpose

The purpose of this corporation will be to provide a community of Acura NSX owners and enthusiasts, organized exclusively for their pleasure and recreation, so as:

  1. To inspire, and enhance the experience of, ownership, operation, restoration, and preservation of Acura NSX automobiles throughout North America;
  2. To serve the Members as a source of, and place for exchange of, information regarding Acura NSX history and technical data;
  3. To organize events, meetings, meets and exhibits;
  4. To encourage fellowship through communications, personal contact and commingling among Acura NSX owners and enthusiasts;

Section C:  Offices

The initial principal office of the Corporation shall be in Potomac, Maryland and may be changed by the Board of Directors.  The Corporation may also have offices at such other places, and for such other purposes, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Section D:  Emblem

The Corporation Emblem shall be a distinctive design selected by the Board of Directors.  Members may acquire and use the Emblem, upon written permission from the President or other persons designated by the Board of Directors, for the Member’s personal use provided it is used in good taste, in connection with or in furtherance of the purposes of the Corporation and is not used for the monetary or commercial advantage or benefit of the Member or any other individual.

Section E:  Seal

The corporate seal shall be selected by the Board of Directors.  The Seal shall contain the name of the Corporation, and its year and state of incorporation.  The Seal shall be retained by the Secretary of the Corporation and affixed to official documents of the Corporation.

ARTICLE II:  MEMBERSHIP

Section A:  Qualifications

The Corporation will welcome as Members all Acura NSX owners, former owners, persons associated with Acura NSX automobiles, and enthusiasts of the marque provided they are 18 years of age or older and duly elected to the Corporation as specified in these Bylaws.  The corporation shall not discriminate in the election of  Members against any person on the basis of race, color, gender or religion.  Only individuals shall be permitted to be Members.

Section B:  Election of Members

Membership will be granted to any applicant who has paid Membership dues, if required, and whose completed application has been reviewed and approved by the President or by any officer designated for that purpose, provided that such person shall not have been expelled as a Member for any reason other than nonpayment of dues.

Section C:  Classes of Membership

There shall be only one class of Membership.  A Member shall have the same rights, privileges and obligations as any other Member.  Only Members in good standing shall be eligible to participate in any business meetings of, or vote with respect to any business of, the Corporation or to serve in any elected or appointed position.

Section D:  Dues

Annual dues shall be fixed by the Board of Directors and be announced to the Membership.

Section E:  Termination of Membership

Any Member may be expelled from the Corporation by action of the Board of Directors for any of the following reasons:

  1. Nonpayment of dues, if dues are not paid within 60 days of the date due.
  2. Conduct which reflects adversely upon the Corporation or is contrary to its purposes or in violation of any of its rules.  This action will require a three fourths affirmative vote of the Board of Directors.  Any Member whose expulsion is sought must be provided not less than fifteen (15) days prior written notice of the expulsion and the reasons therefore, and be provided an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion by a person or persons authorized to decide that the proposed expulsion should not take place.  Any expulsion must be fair and reasonable taking into consideration all of the relevant facts and circumstances.  Expelled Members will be entitled to a prorated refund of paid dues but will not be otherwise excused from any other obligations they may have to the Corporation.

Section F:  Resignation of Membership

Any Member may resign from the Corporation at any time.  There will be no refund of dues to any Member who resigns. Any Member who resigns will not be otherwise excused from any other obligations he or she may have to the Corporation.

Section G:  Regional Affiliation

Members will be assigned to one of six regions as defined by their mailing address.  Any Member may change their regional affiliation upon written notice to the Board of Directors.

  1. Midwest Region (IA, IL, IN, KS, KY, MI, MN, MO, OH, ND, NE, SD, WI, Central Canada)
  2. Northeast Region (CT, DC, DE, MA, MD, ME, NH, NJ, NY, PA, RI, VT, Eastern Canada, International)
  3. Northwest Region (AK, ID, MT, OR, WA, WY, Western Canada)
  4. Southcentral Region (AR, LA, MS, OK, TX)
  5. Southeast Region (AL, FL, GA, NC, SC, TN, VA, WV)
  6. Southwest Region (AZ, CA, CO, HI, NM, NV, UT)

Other areas will be assigned as appropriate by the Board of Directors.

ARTICLE III:  MEETINGS

Section A:  Annual Meeting

The Annual Meeting of the Members shall be held each year on a date and at a time and place specified by the Board of Directors.

Section B:  Special Meetings

Special meetings of Members may be called by the President, by the Board of Directors, or by a written request therefore signed by ten percent (10%) of the Members of the Corporation.  Such special meetings shall be held at a time and place designated by the Board of Directors.

Section C:  Notice of Meetings

Written or printed notice of meetings stating date, time, place and (in case of special meetings) purpose, shall be delivered not less than ten (10) nor more than sixty (60) days in advance of the meeting date.  If mailed, such notice shall be deemed delivered when deposited in the United States mail with postage prepaid, addressed to the Member at his or her address as it appears on the Corporate Membership records.  Notice may be waived in a writing delivered to the Corporation for inclusion in the Corporate records or by attendance at a meeting without objection to the holding of such meeting.

Section D:  Voting

Each Member shall be entitled to one vote on each issue at annual meetings and special meetings.

Section E:  Quorum

At annual meetings and special meetings, ten percent (10%) of the total eligible Membership shall constitute a quorum.

Section F:  Action Without a Meeting

Except where these Bylaws or governing law requires otherwise, any action required or permitted to be approved by the Members, including the election of Officers or Regional Representatives, may be approved without a meeting if the action is approved by a simple majority of Members (unless these Bylaws or governing law require a greater majority, in which case the action must be approved by such greater majority).  The action must be evidenced by one or more written consents describing the action taken or by a ballot which shall permit a Member to vote for or against each proposed action or position, signed by those Members representing the requisite majority and delivered to the Corporation for inclusion in the Corporate records.

Section G:  Removal  of Director

Any Director may be removed from the Board of Directors of the Corporation by action of the Board of Directors for any of the following reasons:

  1. Nonpayment of dues, if dues are not paid within 60 days of the date due.
  2. Conviction or guilty plea to any criminal indictment or charge which involves moral turpitude.
  3. Conduct which reflects adversely upon the Corporation or is contrary to its purposes or in violation of any of its rules. This action will require a three fourths affirmative vote of the Board of Directors.  Any Member of the Board whose expulsion is sought must be provided not less than fifteen (15) days prior written notice of the expulsion and the reasons therefore, and be provided an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion by a person or persons authorized to decide that the proposed expulsion should not take place.  Any expulsion must be fair and reasonable taking into consideration all of the relevant facts and circumstances.  Expelled Members of the Board will not be otherwise excused from any other obligations they may have to the Corporation.

ARTICLE IV:  OFFICERS AND DIRECTORS

Section A:  Officers

The officers of the Corporation shall be:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer

Section B:  Regional Representatives

For each of the Regions specified in Article II, Section G, there will be one regional representative.

Section C:  Board of Directors

The Board of Directors of the Corporation shall consist of the four above-named officers and the six regional representatives.

Section D:  Election of Officers, Directors

The officers shall be elected by the simple majority vote of the Membership of the Corporation at the Annual Meeting of the Corporation or at another meeting of the Corporation called for that purpose.  The regional representatives shall be elected by the simple majority vote of the Members of the Corporation in each respective Region at the Annual Meeting of the Corporation or at another meeting of the Region Members called for that purpose. In the event of the death, disability, resignation, or disqualification of any officer or regional representative, a replacement shall be appointed by the Board of Directors for the balance of the unexpired term of the position being replaced.

Section E:  Term of Office

The term of office for each officer or regional representative shall be three years and until a duly qualified successor shall be elected. The terms for officers and regional representatives shall be staggered on an schedule to be selected by the initial Board of Directors. Officers and regional representatives shall not be prohibited from serving consecutive or multiple terms in any position.

Section F:  Authority of the Board

The Board of Directors will decide the policy of the Corporation, ensure the proper administration of the affairs and the fulfillment of duties by the officers.

Section G:  Meetings of the Board

Meetings of the Board of Directors may be called by the President of the Corporation or by any three Members of the Board.  No particular form, content, time or method of notice of meetings shall be required except that all Members of the Board shall receive whatever notice is provided to any other Member of the Board.  Meetings may be held in person or by any means of communication which permits all Members of the Board to simultaneously hear each other during the meeting.

Section H:  Quorum, Voting

A majority of the Members of the Board of Directors will constitute a quorum at all meetings of the Board of Directors.  Decisions by the Board of Directors may be reached at meetings of the Board or by canvassing the Members of the Board by mail, including by electronic mail, or by facsimile.  Any votes taken by electronic mail or facsimile must be confirmed by voice telephone to the President, Secretary or other officer designated for such purpose.  Actions of the Board will be decided only by a vote of a majority of all Board Members, unless a greater majority is required by these Bylaws or by the governing law.

Section I:  Action Without a Meeting

Except where these Bylaws or governing law requires otherwise, any action required or permitted to be approved by the Members of the Board may be approved without a meeting if the action is approved by a simple majority of Members of the Board (unless these Bylaws or governing law require a greater majority, in which case the action must be approved by such greater majority).  The action must be evidenced by one or more written consents describing the action taken or by a ballot which shall permit a Member of the Board to vote for or against each proposed action or position, signed by those Members of the Board representing the requisite majority and delivered to the Corporation for inclusion in the Corporate records.

ARTICLE V:  DUTIES OF THE OFFICERS

Section A:  Duties of the President

The President of the Corporation shall be the Corporation’s chief executive officer.  He or she will preside at all Corporation meetings, including meetings of the Members and of the Board of Directors.  His or her title shall also include that of Chairman of the Board where necessary or desirable.  He or she will coordinate the affairs of the Corporation.  He or she will call meetings as prescribed in these Bylaws.  He or she will have general signature authority over all Corporate actions and accounts except where such authority is specifically granted to someone else or is otherwise denied to the office of the President.

Section B:  Duties of the Vice President

The Vice President will be responsible for such duties as are assigned to him or her by the President.  In the absence of the President or in the event of the President’s death, disability, resignation, or disqualification, the Vice President will perform the duties of the President.  His or her title shall also include that of Vice Chairman of the Board where necessary or desirable.

Section C:  Duties of the Secretary

The Secretary will keep, or will caused to be kept, the minutes of all meetings of Members, any Board Committees, and the Board of Directors.  He or she will issue notice of all meetings in accordance with the Bylaws.  He or she will tabulate, publish and  record the result of all votes.  The Secretary shall have custody of the Corporate Seal.  The Secretary shall retain copies of Corporate correspondence and shall maintain the official records of the Corporation.  The Secretary will make the records of the Corporation available for inspection by any Member or his or her agent or attorney for any proper purpose at any reasonable time subject to the limitations set forth below.

Section D:  Duties of the Treasurer

The Treasurer shall have custody of all monies, debts, obligations and assets of the corporation.  He or she will receive all monies of the Corporation and deposit them in a bank insured by the Federal Deposit Insurance Corporation.  He or she will control and supervise the assets of the Corporation and the payment of debts and obligations.  The Treasurer shall give bond, at the expense of the Corporation, when and in the amount designated by the Board of Directors.  The Treasurer will publish a full and complete report of the financial status of the Corporation at the annual meeting of Members and at the end of each term.  The Treasurer will cause to be maintained double entry books of account which will reflect the full and correct financial status of all receipts, disbursements, balances, assets, and liabilities of the Corporation.  All checks and other orders for payment of monies of the Corporation will be signed by the Treasurer or such other officer(s) as designated by the Board of Directors.  The Treasurer will submit his or her books and records to an Auditing Committee or a Certified Public Accountant designated by the Board of Directors at the end of each fiscal year.  The Treasurer will make the books and records available for inspection by any Member or his or her agent or attorney for any proper purpose at any reasonable time subject to the limitations set forth below.  The Treasurer will provide a list of Members whose dues are sixty days overdue to the Board of Directors.  The Treasurer will maintain the names and addresses of Members as dues payments are received.

ARTICLE VI:  INDEMNIFICATION

Section A:  Third Party Suits

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Officer, Employee, or Agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person acted in a manner believed in good faith to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s own conduct was unlawful.  The termination of any or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Director, Officer, Employee, or Agent did not act in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s own conduct was unlawful.

Section B:  Suits by Corporation

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, Employee, or Agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or an agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section C:  Mandatory Indemnification

To the extent that a Director, Officer, Employee, or Agent has been successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party, or in defense of any claim, issue, or matter therein, because such person is or was a Director, Officer, Employee, or Agent of the corporation, the corporation shall indemnify the Director, Officer, Employee, or Agent against reasonable expenses incurred in connection therewith.

ARTICLE VII:  INSPECTION OF BOOKS

No Member of the Corporation shall be permitted to copy, examine, inspect, or have access to any of the books or records of the Corporation, except as is herein provided.  The minute book and main account ledger (excluding all subsidiary account ledgers) of the Corporation shall be open for examination by any Member, or his or her agent or attorney, only under and upon the following conditions:

Any Member desiring to copy, examine, inspect, or have access to the aforesaid records shall submit to the Secretary of the Corporation a written request at least five business days before the date on which such Member wishes to copy, examine, inspect, or have access to said records and only if:

  1. The Member’s demand is made in good faith and for a proper purpose that is reasonably relevant to a legitimate interest as a Member of the Corporation;
  2. The Member describes with reasonable particularity the purpose and the records the Member desires to inspect;
  3. The records are directly connected with the described purpose; and
  4. The records are to be used only for the stated purpose.

If the President and Secretary or a majority of the Members of the Board of Directors of the Corporation find the request proper, the Secretary shall notify the Member within five days after receipt of said request of the time, which shall not be more than five days after such notification, and place at which the inspection may be conducted.

If said request is found by either the President and Secretary or a majority of the Members of the Board of Directors not to be proper, the Secretary shall so notify the requesting Member within five days after receipt of the request.  The Secretary shall specify in said notice the basis for the rejection of the Member’s request.

The President, Secretary and the Board of Directors shall at all times be entitled to rely on the Corporate records in making any determination hereunder.  No Member shall be entitled to inspect the records of the Corporation more than once in any twelve month period.  No Officer or Director shall be denied the opportunity to inspect all of the books and records of the Corporation at any reasonable time, for any reason related to the performance of that officer’s or director’s corporate duties.

ARTICLE VIII:  BY-LAWS

Section A:  Adoption

The Bylaws are adopted by the organizational meeting of the Board of Directors.

Section B:  Amending the Bylaws

These Bylaws may be amended only by the unanimous vote of the Board of Directors or by a simple majority of the Members at an Annual Meeting of Members or other duly approved action of the Members.

Section C:  Proposed Amendments

The President, the Board of Directors, or ten percent (10%) of the Members may propose amendments to these Bylaws by submitting proposed amendments in writing to the Secretary.