JAGUAR ASSOCIATE GROUP

PROPOSED BYLAWS AS AMENDED JUNE 2019

ARTICLE I - NAME


The name of this organization shall be the JAGUAR ASSOCIATE GROUP, hereinafter sometimes referred to as JAG or the “Club”

ARTICLE II - INCORPORATION


JAG became an incorporated non-profit 501(C) (7) organization as recognized by the United States Government on April 20, 1955. The Club shall abide by the corporate laws of the State of California.  Due to the social nature of the Club, the relevant provisions of Robert’s Rules of Order shall apply for the conduct of all Club meetings and business insofar as they do not conflict with the laws of the State.


ARTICLE III - PURPOSE

The purpose of this organization shall be:

A. To further the interest in all aspects of the Jaguar automobile including but not limited to design, maintenance, admiration and use.

B. To be a social organization where enjoyment of the member’s vehicles is combined with social events of all types.

C. To assist our members by obtaining technical information, advice and literature from the factory, JCNA (Jaguar Clubs of North America) and other available sources in order to exchange ideas and expertise within the Club;

D. To promote and demonstrate driving proficiency and safe driving habits in accordance with the laws of California;

E. To promote favorable relationships with other Jaguar Clubs, automotive enthusiast organizations and the general public.

ARTICLE IV - MEMBERSHIP

A. Membership in the Jaguar Associate Group shall be open to all owners of a Jaguar automobile upon acceptance of the application and payment of the first year’s annual membership fee (which includes basic name badges and membership in JCNA). The dues will apply to the registered member and their spouse/partner who together constitute the member. New Members joining between October 1 and December 31 will be given the option to join JAG at the standard rate with membership good through December 31 of the following year but with membership in JCNA beginning on January 1 of the following year.  After the first calendar year of membership, continuation of membership requires payment of the then current annual membership fee on or before January 31st of each successive calendar year.

B. A Jaguar automobile is defined as a body and/or chassis, whether modified or not, manufactured by or for Jaguar Cars Ltd. or its predecessors, Swallow and SS Cars, and powered by an engine manufactured by or for Jaguar Cars Ltd. or its predecessors. Registered owners of Daimler automobiles models that were continued in manufacture or were initially manufactured by Jaguar Cars Ltd. or were initially manufactured by Jaguar Cars Ltd. subsequent to the acquisition in 1960 of the Daimler Motor Company by Jaguar Cars Ltd. shall be eligible for membership. Jaguar-powered replicas of Jaguar models and Jaguar powered hybrids such as Lister and Tojeiro Jaguars will be considered for membership by the JAG Board on a case-by-case basis.  Replicas and hybrids shall be identified as such in the Club Roster and JCNA Registry. 

 C. When a Member no longer owns a Jaguar automobile, eligibility as a Member is automatically terminated at the end of the current membership year but may be reinstated as a Friend of JAG (see section G).

D. Those persons in attendance at the inception and organization of the Jaguar Associate Group on January 21, 1955 shall be considered Charter Members.

E. Surviving spouses/partners of deceased Members may, at their option, continue their membership in the Club whether or not they remain owners of a Jaguar automobile.

F. On any issue requiring the vote of Members, there shall be one vote per membership (family) in good standing, including Charter and Life memberships.

G. Persons evidencing a strong interest in and a desire to own a Jaguar automobile may apply for membership in an Auxiliary called friends of JAG [FJAG].  Dues in FJAG shall be the same as for regular Members.  No member of FJAG shall be a voting member of JAG nor shall that person be eligible to be nominated for, appointed to, or hold any office or committee membership in JAG. Attendance at Club functions shall be open to members of FJAG. Members of FJAG who purchase a Jaguar automobile shall be automatically transferred to a regular membership in JAG with all rights and privileges at no extra cost.

H. Members who have been designated Life Members under the provisions of Article XIII, Section B of these Bylaws are exempt from requirement to pay the Annual JAG Membership Fee.

ARTICLE V - BOARD OF DIRECTORS


A. The nine [9] member Board of Directors (the Board) of the Club shall consist of five [5] elected Officers [President, First Vice President, Second Vice President, Secretary, Treasurer], three [3] elected Directors-at-Large, and the Immediate Past President as a voting member ex-officio.  All members of the Board are Directors. The term Directors means Officers, Directors-at-Large and the Immediate Past President.


B. Powers of the Board of Directors:

a. Acting on any action that is required by Federal or State statutes or businesses the Club deals with needing to have Board approval.

b. Approval of reimbursement of expenses incurred by the Board or Committee members.

c. Recommending adoption, amendments or repeal of by-laws for the membership’s approval.

d. Amending or repealing any Board resolution.

e. Creating Committees of the Board and specifying their missions, as necessary.

f. Filling vacancies on the Board according to Article IV paragraph F.

g. Appointing an Editor of the Club’s publication, the JAGazette, who shall have executive responsibility for editorial and routine publishing operations.

h. Appointing a Webmaster who shall be responsible for all electronic vehicles used by the Club.

i. Appointing a Membership Chairman who shall be responsible for the retention of existing members, recruitment of new members and the generation of a Club roster.


C. Responsibilities of the Officers include but are not limited to the following:

a. The President shall have overall executive responsibility for the management of the Club.

b. The Vice-Presidents shall act for the President whenever necessary, and shall be jointly responsible for arranging and supervising the Club’s driving and social events, dividing and delegating the tasks as they see fit.

c. The Secretary shall be responsible for taking and distributing minutes of Board meetings.

d. The Treasurer shall be responsible for the Club’s financial transactions, maintenance of its bank accounts, and regularly presenting financial reports to the Board including an annual budget at the first board meeting of each fiscal year. The Treasurer shall determine the best options to use for the safe investment of all surplus funds with the proviso that no investment may lose value.

e. The President or the appointed Presiding Officer at a Board meeting shall have the responsibility and power with the advice and consent of the Board to appoint permanent and temporary committee chairpersons, as necessary, and to appoint the Club’s representative(s) to the JCNA.  The committee chairperson, with the advice of the President, shall have the power to appoint the members of the committee.

D. Should a President serve another consecutive term, the immediate Past President shall also continue in office for another consecutive term.  Should the immediate Past President decline or be unable to serve, the Board shall appoint a previous Board member to serve that term, preferably one who has been a past President.


E. If the President is for any reason unable to act, the First Vice President shall assume the duties of the President until the President is able to resume the performance of duties or, if the President is unable to resume his/her duties, for the remainder of that term.  If the first vice President is for any reason unable to act, the Second Vice President shall likewise assume the duties of the President.


F. If the office of First or Second Vice-President, Secretary, Treasurer, Director-at-Large or immediate Past President should become vacant by reason of death, resignation, disability or any other reason, the Board, by a majority vote, shall fill such vacancy by electing a successor to such office to serve during that Director’s remaining term.  Only a Member in good standing may be so elected.


G. Conflict of interest: To protect the integrity of the Directors, situations of actual or potential conflict of interest are to be avoided by all Directors.  All Board members are to make a full, written disclosure of interests, relationships and holdings that could potentially result in a conflict of interest.  All financial transactions between the Club and members of its Board should be duly noted and voted upon by the Board.


H. Removal of Officers: Any Officer or Director-at-Large elected by the membership or appointed by the Board of Directors may be expelled or censured by a 75% majority of votes of the Board-of-Directors, excluding the person in question, for conduct unbecoming to the position in question.  Board votes on this issue may not be made in absentia.  No expulsion or censure shall occur until a ten (10) day written notice by the Secretary [or designee] is provided and opportunity for a hearing are afforded the person in question. The accused Officer or Director-at-Large shall not act in the capacity of the office for the duration of the investigation until appropriate action has been taken



ARTICLE VI - BOARD MEETINGS


A. The Board of Directors shall meet periodically as deemed necessary by the President or by any three [3] other Directors but not less frequently than once per quarter.  Directors requesting a meeting should notify the Secretary, including a statement of the topic[s] for discussion, who shall then issue the call to all Directors simultaneously.  A quorum shall consist of a majority of the Board [5] whether in physical or electronic attendance.  No regular meeting of the Board shall be held unless the date, time and place are announced in advance. The membership shall be notified of the date of all Board meetings at least ten (10) days in advance and all meetings will be open to attendance by all Members.


B. In case of EMERGENCY ONLY, notice to Members may be dispensed with but shall be open to all Members. An EMERGENCY is defined as business of such importance and urgency that it must be transacted immediately leaving insufficient time to notify all Members.  In such a case, the President shall report briefly on the transactions of the Emergency Board Meeting at the next Club meeting.  Also, an announcement shall be published in the JAGazette that an Emergency Board meeting was held.  Any interested Member may request in writing a copy of such Board Meeting minutes.


C. No board meeting or Club meeting at which Club business is to be transacted shall be held outside of the area bounded by the State of California Counties of San Francisco, San Mateo, Santa Clara, Santa Cruz, Alameda, Contra Costa, El Dorado, Solano, Napa, Sonoma, Marin and Monterey.

D. While a board meeting is in session, Members other than Board members may speak only when recognized by the President [or deputy], unless they have made prior request to be included on the Meeting Agenda, in which case they may speak when their item is called before the Board.


E. It is the responsibility of Board members to advise the Board of any important changes in their ability to serve on the Board.  In the event that any Board member misses two consecutive Board meetings in a year, where the President was not notified in advance of each absence, that Board member may be deemed by the Board to have vacated the office. The Board may then appoint a Member in good standing to fill the office for the balance of the year whereupon a newly elected member will take the office.


G. As an exception to Robert’s Rules, the President [or deputy] may vote from the chair. The President [or deputy] should not make motions from the chair. [Robert’s Rules of Order states: A chairman may relinquish the chair temporarily, appointing his/her ranking deputy, and then make a motion as a member of the assembly. The deputy retains the chair until the motion is disposed of.]

ARTICLE VII - NOMINATION OF OFFICERS AND DIRECTORS -AT-LARGE & VOTING PROCEDURE

A. A Nominating Committee consisting of three [3] Members in good standing, not serving as a current Officer or Director-at-Large, shall be appointed by the President with the consent of the Board at the beginning of the third quarter of the year.  The Nominating Committee shall select one of its members to serve as Chairperson. Should any member of the Nominating Committee become unable to serve, the Chairperson shall appoint a replacement.  The Immediate Past President should stand ready to assist the President on request, in finding willing Members and a Chairperson of the Nominating Committee. The members of the Nominating Committee shall be published in the JAGazette.


B. The Nominating Committee shall assemble a slate of not less than one candidate for each office becoming vacant for the next calendar year.  Individuals interested in running for an office should contact a member of the Nominating Committee to be placed in consideration. All candidates shall have agreed to serve if elected.


C. The Nominating Committee shall report its slate of Candidates to the Board by September 15th. This Report shall be distributed to all members in the next publication of the JAGazette along with any candidate statements.  Nominations shall be closed by November 1st.


D. The President shall be elected for a term of two [2] calendar years. A president relinquishing his/her office in good standing shall automatically become the Immediate Past President, with ex-officio entitlement to voting membership on the Board until his/her successor as President relinquishes the presidency in turn and automatically becomes the immediate-past -president in turn.  The First Vice-President, Second Vice-President, Treasurer, and Secretary shall each be elected for a term of two [2] calendar years.  The First Vice-President and the Secretary shall be elected to a term that commences in an even year.  The Second Vice-President and the Treasurer shall be elected to a term that commences in an odd year.  One Director-at-Large shall be elected each year for a term of three [3] years with the most senior Director-at-Large being up for election annually. Election to office shall be open to all Members with at least one year of membership in the Club.  A candidate should ideally have been a participant in at least two club events in the current calendar year.


D. The President shall be elected for a term of two [2] calendar years. A president relinquishing his/her office in good standing shall automatically become the Immediate Past President, with ex-officio entitlement to voting membership on the Board until his/her successor as President relinquishes the presidency in turn and automatically becomes the immediate-past -president in turn.  The First Vice-President, Second Vice-President, Treasurer, and Secretary shall each be elected for a term of two [2] calendar years.  The First Vice-President and the Secretary shall be elected to a term that commences in an even year.  The Second Vice-President and the Treasurer shall be elected to a term that commences in an odd year.  One Director-at-Large shall be elected each year for a term of three [3] years with the most senior Director-at-Large being up for election annually. Election to office shall be open to all Members with at least one year of membership in the Club.  A candidate should ideally have been a participant in at least two club events in the current calendar year.


E. Newly elected Officers and Directors-at-Large shall take office on the day after the election results have been certified.


F. Officers and Director-at-Large shall be elected by member’s votes (one per family). Ballots listing all candidates shall be sent to all Members by November 5th or published in the current JAGazette.  Ballots shall be returned to, and counted by, an Election Tally Committee of three [3] Members, which shall be appointed by the Board.  No member of the Election Tally Committee shall be a current Officer, Director-at-Large, Candidate, or member of the Nominating Committee.  Printed ballots will be mailed to the Committee while electronic ballots will automatically be sent to them. Ballots must be received by 5:00 p.m. on the Thursday prior to the first December Club meeting in order to be included in the count.  Results of the balloting shall remain secret until announced by the Election Tally Committee at this Club meeting.


G. If no candidate receives a majority of votes for an office, a run-off election of candidates for that office shall be held in the same manner as above prior to December 31st of that year.  Results of the run-off election shall be announced by the incoming President at the January Board meeting


H. Should there be only one candidate running in each of the open offices, all candidates will be elected by acclamation thus dispensing with the written or electronic balloting procedure.

ARTICLE VIII - ORDER OF BUSINESS AT CLUB EVENTS


A. The Board shall plan at least one Club event each month and notify the club members through the JAGazette or electronic communication in advance of each event to be held.  Club events shall include, but not be limited to a meal, wine tastings, technical sessions, Concours and drives.


B. At each Club event there shall be an introduction of the members and guests in attendance, identification of the vehicle used by each member to attend the event as well as announcements and committee reports.  Any member who does not drive a Jaguar to the event will be fined unless the vehicle had a mechanical problem and the broken part for that problem is brought to the event. Mention of the non-Jaguar vehicle make will result in the fine being doubled. The Board will set the amount of the fine at the first Board meeting of each year.

ARTICLE IX - MEMBERSHIP FEES


A. Any change in the Club’s Annual Membership Fee shall be recommended by the Board and approved by a majority of the Members voting, by secret written ballot as printed in the JAGazette. Any changes made by JCNA to their membership fee will be reflected in the total membership fee.


B. Changes in membership fees shall become effective January 1st of the year following approval.


C. Membership fees (JAG plus JCNA) shall become delinquent after January 31st of each calendar year.  Failure of any Member to pay the Annual Membership Fee on or before that date will result in termination of membership.

ARTICLE X - INVESTMENT AND DISBURSMENT OF CLUB FUNDS


A. Club funds shall be held in an operating account and a reserve account. Both accounts shall be Federally insured. Any type of investment may be used so long as it is not subject to losing value.


B. Funds shall be expended in a normal course of the Club’s business practices; e.g. for Club publications, mailing fees, stationery and other normal Club purposes, unless prohibited by the Board.  The Treasurer and President shall be authorized signers on the Club’s accounts.  If a third signer is required or desired, then one of the Vice-Presidents shall be so designated.


C. At the first Board meeting of the year the Treasurer shall present a report showing performance to budget for the previous year as well as a budget for the current year. The Board shall approve expenditures in each category in the normal course of the Club’s business practices.  No expenditure shall exceed such maximum dollar amount in each category unless approved by the Board.  This amount may be revised throughout the year by majority vote of the Board. The Treasurer shall provide the Board will progress reports on the budget throughout the year. 

D. It shall be Club policy not to contribute club funds to support charitable organizations, except as provided in Article XIV, unless such contribution is approved by a majority of the membership.

The Club may collect individual contributions from members in the form of cash or goods to be presented to an organization in the name of the Club.

ARTICLE XI - AMENDMENTS


A. A proposed amendment to these By-Laws shall be prepared in writing and submitted to the Board for review and discussed at the next scheduled Club meeting.  The next scheduled printing of the JAGazette shall carry the amendment proposal.


B. Ballots shall be printed in the next issue of the JAGazette and/or distributed electronically. These ballots shall be returned either by mail or electronically to the Secretary. They shall be counted by the Secretary (excluding any ballot turned in by a non-member) by noon of the day of the next scheduled Club meeting with an affirmative vote of the majority of the returned ballots being required for adoption.

ARTICLE XII – DISCIPLINARY ACTION


A. Any Member who, in the opinion of the Board, is guilty of conduct prejudicial to the interests of the Club, or to the sport of motoring in general, may be suspended or dropped from the Club, but only according to the following procedures.


B. The person so accused shall be given notice of the charges in writing by the Secretary.  The said notice shall specify the time and place for a hearing to be held, the date of which shall not be less than ten [10] days after the date of said notice.  The person so accused shall then have the right to appear before the full Board and answer said charges, and to introduce evidence and witnesses in his/her own defense.  After hearing all the evidence, the Board shall determine by open ballot the action to be taken. The vote of those Board Members eligible to vote must be unanimous in order that a Member be suspended or dropped.


C. Should the accused be a Director or member of the Director’s household, that Director may attend but shall not act in the capacity of Board member for the purposes of investigating the accusation, conducting the hearing, or voting on action to be taken.

ARTICLE-XIII – COMMENDATORY ACTION


A. Any Member who in the opinion of the Board, has made an outstanding contribution toward the promotion or attainment of the purposes, objectives, or interests of the Club may be cited by the Board for commendation for such contribution.  The Board shall investigate such contribution brought to its attention and shall determine whether such contribution merits a special commendation.  In the event, such commendation is approved by the Board, the Secretary shall notify the subject Member in writing of the commendation and the citation shall be read to the membership at the next regular Club meeting, and be published in the next issue of the JAGazette.


B. From time to time a Member in good standing may propose to a Board member that another particular Member in good standing be designated a Life Member.  The Member being proposed for this recognition [1] must have been a Member in good standing for a minimum of ten years, and [2] must have served a full, elected term on the Board of Directors as a Director, and [3] must have made a significant contribution to the J.A.G. club, as defined in section A of this Article XIII.  If after reviewing the proposal, the Life membership is approved by six [6] Directors, the action will be announced in the next issue of the JAGazette, and the Member shall be recognized as a Life Member at a regular scheduled Club meeting.

ARTICLE XIV - DISSOLUTION


A. The Club may be dissolved voluntarily at any time by written consent of not less than two-thirds of the Members in good standing at that time. In the event of dissolution other than for the purpose of reorganization, whether voluntary or involuntary, the property of the Club including all assets shall be distributed to the Membership of the Club after payment of all outstanding debts of the Club in a manner determined by the Board .