Constitution and By-laws

Article I

Section I: Name

The official name of this club shall be “Southwestern Xterra Club”, referred to hereafter as ‘Club’. The club may also be referred to by the acronym, ‘SWXC’. The Club may be subdivided and accordingly renamed into state or local clubs by constitutional amendment.

Section II: General Purpose

A.      To promote vehicle safety, driver skill, and courtesy

B.      To provide assistance to motorists in distress when such assistance is safe and feasible.

C.      To plan and regulate functions and/ or activities designed to further the Club’s purpose. This may include, but not be limited to, technical sessions, assistance in dealing with repair and automotive service establishments.

D.      To develop a forum for both sharing information relevant to the promotion of the Xterra, and socializing with others who share our interest.

Section IV: Specific Prohibition

The Club shall not organize, sponsor, plan, assist, sanction nor allow its name to be associated in any manner whatsoever with any automotive function which is in violation of any duly constituted legislation.

Article II

Section I: Membership

A.      The term ‘Member’ applies to any person owning, holding title to, or possessing a Nissan Xterra, or any person who has a sincere interest in the Xterra and plans to own a Xterra within the next 6 months whose annual dues are current.

B.      The term ‘Family Member’ applies to any two people, legally related, whose annual dues are current and one of whom meets the automotive criteria contained in Article II, Section I, Paragraph I.

C.      The term ‘Associate Member’ applies to anyone who does not meet the automotive criteria in Article II, Section I, Paragraph I but whose annual dues are current. Total associate membership will be restricted to 10 percent of the total Club membership.

D.      The term ‘Honorary Member’ applies to those elected to membership for special recognition by the club. Honorary members are not required to pay annual dues. A special vote may be called for Lifetime Honorary Memberships. The first vote will require a two- thirds majority of the Officers. Following passage by the Officers, a simple majority vote by a Quorum at a regular quarterly meeting is required for election of a Lifetime Honorary Member.

Section II: Annual Dues

A.      Annual dues are due each year by the end of the month wherein a member first joined the Club.

B.      A one-month grace period will be granted for any member to become current. However, the renewal month remains the same as the month the member first joined the club.

C.      Annual dues are assessed as follows:

1.       $25.00 for an annual Membership

2.       $30.00 for an annual Family Membership

3.       $15.00 for an associate membership

D.      Any member in good standing (i.e., whose annual dues are current) who enters the Armed Forces of the United States of America will automatically be granted honorary membership status while on active duty.

Section III: Membership Cards

A.      Membership Cards will be issued for one year from the Member’s renewal month upon the Treasurer receiving the Member’s Annual Dues.

B.      Each Membership Card will expire annually on the last day of the Member’s renewal month.

C.      A Family Membership is entitled to two Membership Cards, each with the same membership number

D.      Honorary Members will be entitled to a renewed Membership Card each upon receiving the necessary votes of the Membership during the meeting the Honorary Member was first elected.

E.      Associate Members are not entitled to Membership Cards.

F.      Each Member receiving a Membership Card automatically agrees to return their Membership Card if they resign or are expelled from the Club.

Section IV: Participation

A.      All Members and Family Members are eligible to cast one vote each.

B.      Associate Members and Honorary Members are not eligible to vote.

C.      All Members, Family Members, Associate Members, and Honorary Members are eligible to participate at functions and/ or activities which areto only Club Members.

Section V: Resignation

Any Member may resign from the Club at their option by:

A.      Writing a Letter of Resignation to the Secretary and enclosing their Membership Card (if applicable).

B.      Resignations become effective when received by the Secretary, providing the Member resigning has no indebtedness to the Club.

Section VI: Expulsion

A.      A Member of the Club may be expelled from the Club for:

1.       Non- payment of Annual Dues and/ or;

2.       Breaking any Club By- Laws and/ or rules and/ or;

3.       Bringing unwanted negative publicity to bear on the Club.

B.      No Member may be expelled from the Club unless the following procedure is strictly adhered to by both the Member and the Club:

1.       A recommendation to expel the Member must be submitted, in writing, to a Club Officer outlining the specific reason(s) for the expulsion recommendation.

2. A special meeting of the officers will be called to review the expulsion recommendation with both the initiator and the member recommended for expulsion.
3. The Officers will review the recommendation, try to obtain independent additional information, and vote on whether to accept or reject the expulsion recommendation.
4. If the Officer’s vote to reject the expulsion recommendation, both the initiator and the Member recommended for expulsion will be contacted by the President to explain the Officer’s decision.
5. If the Officer’s vote to accept the expulsion recommendation, the Member recommended for expulsion will be offered the option of either resigning from the Club or participating at the next regularly scheduled Club meeting, when the subject of the recommended expulsion will be presented for a vote by all the Members present.
6. If a Member opts to resign, the resignation will be in accordance with the By- Laws covering resignations.
7. If the Member refuses to resign, the recommended expulsion will be presented at the next regularly scheduled Club meeting for a vote by the Members present.
8. At that meeting, the President, or President pro- tem will introduce the expulsion recommendation under ‘new business’. The final decision on the recommended expulsion will be determined by a two- thirds vote of the Members present.

Article III:

Section I: Officers

A.      The Officers of the Club shall be President, Vice President, Secretary, and Treasurer.

B.      Each Officer shall hold term for one year or until such time as their successors are elected or qualified.

Section II: Nomination of Officers

A.      The President will appoint a three person Nominating Committee before the Club’s Third Quarter meeting to prepare a slate of nomination to be presented at the Club’s Third Quarter meeting.

B.      Nominations will also be entertained from the floor at the Club’s Third Quarter meeting.

C.      Write- in nominations must be postmarked by November 1^st.

D.      Incumbents are eligible for nomination.

E.      Only current Members are eligible for nomination.

Section III: Election of Officers

A.      Voting for the Officers will be by written ballot, or by electronic mail.

B.      Ballots will be distributed by November 15^th.

C.      Members not attending the Fourth Quarter meeting will receive their ballots by mail or electronic mail.

D.      Absentee ballots must be received by the Nomination Committee no later than December 1^st of the nomination year.

E.      The election results will be announced by December 15^th of the nomination year.

F.      A plurality gains victory in an election. In the event of a tie for an office, those Members attending the December monthly meeting will re- cast ballots to break the tie. Absentee ballots will not be counted or accepted.

G.     Officers- elect will be installed and assume office on January 1^st  of the following year.

Section IV: Officer Responsibilities

A.      The President is the Chief Executive Officer of the Club with the following responsibilities:

1.       Ensure the Club operates within the parameters established by the Club’s Constitution and By- Laws;

2.       Conduct regular quarterly meetings;

3.       Call and conduct any special meetings;

4.       Represent the Club at various functions as required;

5.       Appoint committees as required.

B.      The Vice President shall assume the responsibilities of the President anytime the President is absent or assume those responsibilities as directed by the President.

C.      The Secretary shall be responsible for:

1.       Recording the minutes of all Club meetings;

2.       Maintaining a current roll of all members;

3.       Giving notice of meetings as required;

4.       Recording attendance at Club meetings and functions;

5.       Keeping the historical Club records.

D.      The Treasurer shall be responsible for:

1.       Maintaining the Club’s financial records;

2.       Keeping the Club’s historical financial records;

3.       Receiving funds for the Club;

4.       Disbursing Club funds as authorized by the President;

5.       Presenting a statement of the Club’s finances at each monthly meeting;

6.       Maintaining a checking account for the Club, with the provision all checks against that account be counter-signed by another officer.

E.      The President Pro-tem is any officer acting as President in the event that the President is not available to preside. The order of procession for the President pro-tem is Vice- President, Secretary, Treasurer.

Section V:  Conflict of Interest

Any Club officer officially associated with a Club Sponsor, Advertiser or Supporter in any manner whatsoever (e.g. employee), will automatically abstain from any and all decisions affecting such a Club Sponsor, Advertiser or Supporter and abstain from any and all decisions impacting others in a similar endeavor or field of work.

ARTICLE IV

Section I:  Regular Quarterly Meetings

A.      Regular quarterly meetings will be held on the second Thursday of January, April, August, and November at 19:30 unless otherwise rescheduled by the President.

B.      In the event of rescheduling the meeting, all members will be notified as soon as possible.

C.      A Quorum for any monthly meeting shall be at least 20% of the current Members on the Club’s rolls at the time of the meeting.

D.      Except as specified elsewhere in the Club’s By- Laws, all voting at the monthly meetings shall be by simple majority.

Section II:  Special Meetings

A.      The President or two other Officers may call special meetings.

B.      All Officers must be informed of any Special Meeting as soon before such meeting as feasible.

C.      The purpose and results of any Special Meeting must be communicated to the Members at the next regularly scheduled Monthly Meeting.

ARTICLE V

Section I:  Committees

A.      The President shall appoint such committees as required to conduct Club activities.  The responsibilities of each committee must be clearly defined.

B.      Each committee will be comprised of an odd number of Members.

C.      All committee votes will be by simple majority.

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D.      The Advisory Board of Directors will meet as required to review and advise current officers on Club matters.  This Board will be comprised of past Club Presidents, current Officers and Committee Chairpersons.  The results of all Board meetings must be presented at the next regularly scheduled monthly meeting.  A Board meeting may be called by any two current Officers or any three other Board members provided all Board members receive notification as soon before such meeting as feasible.

Section II:  Amendments to the Constitution and By-Laws

A.      Amendments may be proposed by either a majority of the Officers or any 20% of the current Members.

B.      All amendments must be submitted to the Secretary in writing.

C.      The exact amendment will be presented in the next Newsletter to inform all Members of the proposed change(s).

D.      Voting on the amendment shall follow the same procedure as the voting to elect Officers, excluding the specific time references therein.

END OF SOUTHWESTERN XTERRA CLUB CONSTITUTION AND BY-LAWS