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Garage Club WebSite Bylaws & Disclaimer
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Get a printable version here.
BY-LAWS OF KEYSTONE GARAGE CLUB.COM
(A Not-For-Profit Corporation)
ARTICLE 1
Name and Purpose
1.1. The name of the club is the Keystone Garage Club.com but shall also be known
as The Garage Club, Keystone Garage Club, KGC (hereinafter collectively referred
to as “KGC”).
1.2. KGC is a non-profit organization established for the purpose of promoting mutual
enjoyment of the car culture. KGC may also raise and donate money to charitable
organizations if it is deemed fit.
1.3 KGC does not promote or condone racing any motor vehicle on public highways,
streets or roads. We are simply providing the public with information about events
that occur with or without our participation. The fact that we sometimes provide
information about street racing, which is an illegal and dangerous activity, is not
to be construed as our condoning of this activity. All parties which participate
in these activities do so in their own risk and hold any and all persons associated
with the Keystone Garage Club harmless of any and all liabilities. If you want to
participate in a street racing activity, do so at a real race track holding such
an event in a sanctioned and closed environment designed to handle such an activity.
Also, do so at your own risk.
ARTICLE 2
Offices
2.1 Registered Office. The registered office of KGC shall be at 160 Molleystown
Road, Pine Grove, PA 17963.
2.2 Other Offices. KGC may also have offices at such other places as the Directors
may select and the business of KGC shall require.
ARTICLE 3
Directors
3.1 The persons signing the Certificate of Incorporation as Incorporators shall
be the first members and the Board of Directors of KGC.
3.2 Powers. The Board of Directors shall have all powers and duties for the conduct
of the activities of KGC except as otherwise required by these Bylaws or a resolution
duly adopted by the Board.
3.3 Qualifications of Directors. Each Director shall be an individual of full age,
who need not be a resident of Pennsylvania.
3.4 Number, Election, Term. The Board of Directors shall consist of not less than
three (3) nor more than five (5) persons. Directors shall be chosen annually by
the Directors at the annual meeting of the Directors.
ARTICLE 4
Officers
4.1 Positions, Election, Term. The officers of KGC shall include a President,
Vice-President, Secretary and Treasurer and such other officers whose positions shall
be created from time to time by the Directors. [A person may hold more than one
office except that the same person may not be President and Secretary.] The officers
shall be elected at the January dues meeting and shall serve for a term of one year.
Those persons elected to officer positions created by these Bylaws shall be elected
from among the members of the KGC. Officers must be able to make a minimum of ten
(10) meetings per year.
4.2 Nominations of Officers. Nominations for all elected officers will be opened
at the November meeting and remain open throughout the December meeting. Nominations
will automatically be closed when the December meeting is adjourned. An individual
must be an active member of the KGC for one year prior to being nominated in order
to be eligible for an elected office. The election will then be held at the January
meeting.
4.3 Consecutive Terms. Officers may be elected for consecutive terms.
4.4 Duties. The duties of the officers shall include the following:
(a) The President shall have such powers and perform such duties as the Board of
Directors may prescribe.
(b) The Vice-President shall have such powers and perform such duties as the Board
of Directors may prescribe.
(c) The Secretary shall assure that minutes are prepared and maintained for all meetings
of the KGC; shall assure that appropriate notice is given for all meetings of the
KGC; and shall perform such other duties as may be prescribed by the Board of Directors.
(d) The Treasurer shall assure that accurate accounts of the receipts and disbursements
of the KGC are maintained; shall cause financial reports to be provided to the members
at every meeting; and shall perform such other duties as may be prescribed by the
Board of Directors.
4.5 Removal of Officers. Any officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests of the KGC may be served thereby, but
such removal shall be without prejudice to the contract rights of any person so removed.
ARTICLE 5
Membership
5.1 All motor sports enthusiasts are eligible for membership.
5.2 A new membership application may be accepted by paying annual dues.
5.3 A membership covers the member’s spouse as a member. A member’s child/children
are covered members until they reach the age of 16. At the age of 16 the child/children
shall join the KGC as a member with parental/guardian consent until they are 18 years
old. Upon attaining the age of 18 the child/children may become a member without
the need for parental/guardian consent.
ARTICLE 6
Dues
6.1 Annual membership dues shall be established by the Board of Directors prior
to January 1st each year.
6.2 Annual dues will be collected at the January meeting of the KGC. Membership
renewal is complete once the designated KGC agent has received payment and your completed
membership application. Dues collected after this date shall not be pro-rated.
6.3 A new membership application must be filled out every year.
ARTICLE 7
Resignation and Vacancies
7.1 Resignations. Any Director or Officer may resign such position at any time,
such resignation to be made in writing and to take effect from the time of its receipt
by the KGC, unless some later time may be fixed in the resignation, and then from
that date. The acceptance of the resignation shall not be required to make it effective.
7.2 Filling Vacancies.
(a) If the position of any Director becomes vacant, by an increase in the number
of Directors, or by reason of death, resignation, disqualification or otherwise,
the Directors in office may choose a person or persons who shall hold office for
the remaining term.
(b) If the position of any Officer becomes vacant, by an increase in the number of
Officers, or by reason of death, resignation, disqualification or otherwise, the
Directors in office may choose a person or persons who shall hold office for the
remaining term.
ARTICLE 8
Indemnification
8.1 Every member of the Board of Directors, officer or employee of the Corporation
may be indemnified by the corporation against all expenses and liabilities, including
counsel fees, reasonably incurred or imposed upon such members of the Board, officer
or employee in connection with any threatened, pending, or completed action, suit
or proceeding to which she/he may become involved by reason of her/his being or having
been a member of the Board, officer, or employee of the corporation, or any settlement
thereof, unless adjudged therein to be liable for negligence or misconduct in the
performance of her/his duties. Provided, however, that in the event of a settlement
the indemnification herein shall apply only when the Board approves such settlement
and reimbursement as being in the best interest of the corporation. The foregoing
right of indemnification shall be in addition and not exclusive of all other rights
which such member of the Board, officer or employee is entitled.
ARTICLE 9
Amendments
9.1 The Articles of Incorporation of the KGC and the Bylaws may be amended by
a majority of all the Directors at any duly convened meeting of Directors after notice
of such purpose has been given, [including a copy of the proposed amendment or a
summary of the changes to be effected thereby].
ARTICLE 10
Dissolution of Assets
10.1 The assets of the KGC in the event that the Membership or by a simple
majority, voted to
dissolve the club, would be donated to another Non-Profit Organization as voted upon
by the Membership.
ARTICLE 11
Miscellaneous
11.1 Fiscal Year. The fiscal year of the KGC shall begin on the first day of
January and end the last day of December.
11.2 Corporate Seal. The corporate seal of the KGC shall be in circular form and
shall bear the name of the KGC and the words “Corporate Seal, Pennsylvania 2008.”
11.3 Club officers and/or working committees shall be able to claim reasonable out-of-pocket
expenses incurred while performing club functions; i.e., business meetings, Executive
Board meetings, or work parties. These expenses are subject to approval of the Executive
Board prior to payment.
11.4 All active committees shall submit a budget to the Executive Board for approval.
Upon approval of the Executive Board, the budget shall then be submitted to the
general membership for approval. Any major overrun must be approved by the Executive
Board and the general membership.
11.5 This club is about having fun. If you find the club is no longer fun, please
notify the Board of Directors.
Disclaimer:
Keystone Garage Club does not promote or condone racing any motor vehicle
on public highway, street or road. We are simply providing the public with information
about events that occur with or without our participation. The fact that we sometimes
provide information about street racing, which is an illegal and dangerous
activity, is not to be construed as our condoning of this activity. All parties which
participate in these activities do so at their own risk and hold any and all persons
associated with The Garage Club harmless of any and all liabilities.
If you want to participate in a street racing activity, do so at a real race
track holding such an event in a sanctioned and closed environment designed to handle
such an activity. Also, do so at your own risk.
By entering this website you are of the full understanding that this website is for
information purposes only. You understand that the information provided in this web
site may be falsified or altered and therefore no person, car, motor vehicle, motor
vehicle owner, or spectator can be held accountable for any visual or written information
seen in this website. Because all written and visual information may be falsified
or altered, no person, family member, heir, legal representative, officer of the
court, peace officer, or any other legal officer, may construe any of this website
as real and can not hold anyone participating in this site accountable.
All pictures have been digitally modified by a garage club representative or the
picture's owners. Many images you see are the product of the garage club's re-engineering.
Any photo taken at a public event has the possibility of an individual's likeness
being caught in the image. If your likeness is posted on this website and you wish
to have it removed, please email us at Garage_Club@comcast.net.
Denny Aungst
Garage Club Member #83
Website designer and KeystoneGarageClub.com board member
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