JAGUAR ASSOCIATE GROUP

BYLAWS AS AMENDED MARCH 2010

ARTICLE I - NAME

The name of this organization shall be the JAGUAR ASSOCIATE GROUP, hereinafter sometimes referred to as J.A.G.

ARTICLE II - PURPOSE

The purpose of this organization shall be:

A. To further the interest in the ownership and possession of the Jaguar automobile.

B. To be a social organization to exchange ideas and expertise;

C. To be a technical guidepost to Jaguar owners by obtaining the best possible technical advice and literature from factory and other available services and sources for use of Members.

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 and the general public.

ARTICLE III - MEMBERSHIP

A. Membership in the Jaguar Associate Group shall be open to all registered owners of a Jaguar automobile upon acceptance of application and payment of the Initiation Membership Fee, plus [1] the Annual Membership Fee for new Members joining prior to July 1, or [2] one half of the Annual Membership Fee for Members joining after June 30th.  After the first calendar year of membership, continuation of membership requires payment of the Annual Membership Fee on or before February 15th of the next year and successive calendar years.

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 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 J.A.G. Board on a case-by-case basis.  At the time of application for membership based on such vehicles, the Board may request the advice of the Clubs Chief Judge. Replicas and hybrids whose registered owners are accepted for membership shall be identified as such in the Club Roster and/or Registry.  The provisions of this Paragraph [III B] shall NOT be applied retroactively to any vehicle to disqualify its owner/s from membership provided that the vehicle was accepted as eligible prior to the date of adoption of this Amendment.  If a membership base on such a vehicle is terminated for delinquent fees as provided by Paragraph VIII.C, and the owner/s re-apply for membership for membership, the vehicle shall become subject to the membership eligibility criteria and review procedures of this Paragraph III.B.

C. When a Member is no longer a registered owner of a Jaguar automobile, eligibility as a Member is automatically cancelled at the end of the current membership year.

D. Those persons in attendance at the inception and organization of the Jaguar Associate Group [January 21, 1955 at the Trail’s End in Oakland] and those who had shown interest in writing or by personal contact prior to or on the above date, but due to legitimate reason were unable to attend the above meeting shall be considered Charter Members.

E. Surviving spouses of deceased Members may, at their option, continue their membership in J.A.G. 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 in good standing, including Charter and Life memberships.

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

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

ARTICLE IV - BOARD OF DIRECTORS

A. The 9 member Board of Directors [the Board] of the J.A.G. 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. Approving any action that is required by statute to have approval of the Board.

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

c. Recommending adopting , amending or repealing 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. Self-policing as necessary.

g. Filling vacancies on the Board according to paragraph IV - F.

h. Appointing an Editor of JAGazette, who shall have executive responsibility for editorial and routine publishing operations.

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 deputize for the President, as 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, maintaining the Club’s records and taking custody of the Club’s corporate seal.

d. The Treasurer shall be responsible for the Club’s financial transactions, operation of its bank accounts, and regularly presenting financial reports to the Board as he sees fit.

e. The President at all times or the Presiding Officer [ President’s deputy] 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 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 to serve, the Board shall appoint another previous President to serve that term.

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, except that an Immediate Past President

shall be replaced by another Past President.

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, not including the person in question, for conduct unbecoming to the position in question.  Board votes on this issue may not be made in absentia.  No such an expulsion or censure shall occur until a 10-day written notice by the Secretary [or designee] 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 V - BOARD MEETINGS

A. The Board of Directors shall meet periodically as deemed necessary by the President or 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].  No regular meeting of the Board shall be held unless the date ,time and place are announced in advance to, and the meeting is open to, all Members.

B. In case of EMERGENCY ONLY, notice to Members may be dispensed with; however, the Emergency Board Meeting shall be open to all Members.  An EMERGENCY is defined for the purposes of this Paragraph 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 Counties of San Francisco, San Mateo, Santa Clara, Santa Cruz, Alameda, Contra Costa, Solano, Napa, Sonoma and Marin, in the State of California.

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 such absences are not negotiated absences, excused absences, or leaves of absence, or mutually agreed to part-time commitments, that Board member may be deemed by the Board to have vacated his/her office.  The Board may then appoint a Member in good standing to fill the office.

F. As an exception to Robert’s Rules, the President [or deputy] may vote from the chair. [Note: his/her vote may affect the outcome if one or more members of the Board is absent or abstains.]  The President [or deputy] should not make motions from the chair.  [Note: Robert’s Rule: 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 VI - NOMINATION OF OFFICERS AND DIRECTORS -AT-LARGE

A. The Officers and Directors-at-Large shall be elected by secret, written ballot.  The President shall be elected for a term of one calendar year and shall be eligible for re-election.  A president relinquishing his/her office in good standing shall automatically become the Immediate Past President, with entitlement ex-officio 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 replaced annually .Election to office shall be open to all Eligible Members . Any Member in good standing for at least two prior, full years is an Eligible Member.  A candidate should also have been a participant in at least two club

events in the current calendar year.

B. Newly elected Officers and Directors-at-Large shall take office on January 1st of each year.

C. 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 in 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.

D. The Nominating Committee shall assemble a slate of not less than one eligible candidate for each office becoming vacant for the next calendar year.  All candidates shall have agreed to serve if elected.

E. The Nominating Committee shall report its slate of Candidates to the Club at the October Club Meeting . This Report shall be published in the November JAGazette.  Nominations from the floor shall be invited at the November Club meeting after which time the nominations shall be closed.

F. Officers and Director-at-Large shall be elected by a majority of votes cast by secret written ballot.  Ballots listing all candidates, whether opposed or not, shall be sent to all Members immediately following the November Club meeting.  These secret, written 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.  Balloting shall close at 5:00 p.m. on the Thursday prior to the December Club meeting.  Results of the balloting shall remain secret until announced by the Election Tally Committee at the December 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 at the incoming President at the January Club meeting.

ARTICLE VII - ORDER OF BUSINESS AT CLUB MEETINGS

A. Jaguar Associate Group shall conduct Club meetings once a month unless additional meetings are deemed necessary by the President or Board.  Club meetings shall include, but not be limited to, dinners, technical sessions, concours and driving events.

B. The Order of Business at Club meetings shall consist of any or all of the following:  introduction of guests, announcements, committee reports, old business, new business , adjournment and social activity.  The business portion of a Club meeting shall be limited to one half hour .

ARTICLE VIII - MEMBERSHIP FEES

A. Any change in the Annual Membership Fee shall be recommended by the Board and approved by a majority of the Members voting , by secret written ballot in conjunction with the annual election of Directors.

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

C. Membership fees shall become delinquent after February 15th 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 IX - INVESTMENT AND DISPURSMENT OF CLUB FUNDS

A. Club funds shall be held in an operating [checking] account and a reserve account. Both accounts shall be FDIC -insured.

B. Funds shall be expended in a normal course of the Club’s business practices; e.g. for categories such as 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 Board shall establish a maximum dollar amount for 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.

ARTICLE X - INCORPORATION

A. In the interest of the sport of motoring and good public relations, and to promote sincere harmony with other motoring sport and foreign car organizations, the J.A.G., for its own protection and the protection of its Members, became on April 20, 1955 and shall remain an incorporated, non-profit organization and shall abide by the corporate laws ot the State of California.  However, due to the social nature of the J.A.G., the relevant

provisions of Robert’s Rules of Order, Newly Revised, 9th Edition, 1990, shall apply for the conduct of all Club meetings and business insofar as they do not conflict with the laws of the State.

ARTICLE XI - AMENDMENTS

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

B. Voting on a proposed amendment must be by secret written ballot.  Ballots shall be mailed to the membership by the publication date of the next JAGazette, and these secret written ballots shall be returned to the Secretary and counted by the Secretary and any one other director 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.

C. To avoid discord arising from differing value judgements, it shall be the JAG policy not to contribute funds to support charitable organizations, except as provided in Art. XIV

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 secret written ballot the action to be taken, provided, however, that 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 J.A.G. may be cited to 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 reasons therefore 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 fifteen 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

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 or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any Member of the Club but after payment of the debts of the Club, its property and assets shall be donated to a charitable organization selected by the Board.