BY-LAWS Of The JAGUAR CLUB OF FLORIDA (JCOF)

(Hereinafter referred to as the “Association”)

ARTICLE I

Section 1. Location of Principal Office:

The location of the Principal Office for the transaction of business of the Association is currently in Orange County, Florida.  The Executive Board is hereby granted full power and authority to designate the street address, city and P.O. Box address of the Principal Office from one location to another, from time to time, within Central Florida.

ARTICLE II

Section 1. Place of Meetings:

All meetings of this Association shall be held at such location as shall be designated by the Executive Board of the Association.

Section 2. Notice of Regular Meetings:

All members shall be notified by the Association Secretary of regular meetings by E-Mail at least three (3) days prior to the meeting using the E-Mail address of record in the Membership Record.  Such notice should include date, time, location, and agenda of the meeting.  It shall be the objective of the club to hold regular meetings on the third Thursday of each month, excluding January and July. Members not using E-mail may contact an Executive Board member to verify meeting schedules.

Section 3. Notice of Special Meetings: A special meeting of the Association may be called at any time by the President, or three members of the Executive Board, or by a total of not less than one-fifth (1/5) of the members of the Association entitled to vote. Members shall be immediately notified by the Association Secretary of any such special meeting by E-Mail using the E-Mail address of record in the Membership Record.  Such notice should include date, time, location and agenda of the meeting.   Reasonable steps shall be taken to notify members not using E-mail. All required Quorums must be met.

Section 4. Voting:

At all meetings of Members of the Association, each full member, as hereinafter defined, shall be allowed only one (1) vote per dues paying member; i.e., one vote per household unless the household consist of more than one dues paying individual.

Any member of a household of a full dues paying member will be considered eligible to vote if said additional household member pays an additional $10.00 dues- said $10.00 dues to be in addition to the full dues amount then currently in effect.

The right to vote by proxy is hereby denied to members of the Association.

Voting shall be by simple majority for all votes.

Section 5. Quorum:

It shall require a minimum of three (3) members of the Executive Board plus ten percent (10%) of the Association entitled to vote attending a properly convened meeting to constitute a Quorum for the transaction of Association business. Alternatively, using the same Quorum criteria, the President may elect to submit a matter for membership approval as required by the By-Laws (Article VI, Section 1 and Article VII, Section 1) using E-Mail communications. Such E-Mail submissions shall use the E-Mail address of record in the Membership Record.

ARTICLE III:

Section 1. Officers:

The membership elected Association Officers shall be four, specifically: President, Vice President/President Elect, Secretary, and Treasurer. Each officer shall serve a term of one (1) year and may be reelected without term limits.

Section 1a.  Executive Board

The Executive Board shall number five members and shall comprise the four Association Officers, plus the previous year’s President.  The Executive Board shall function as the governing body of the Association and is collectively responsible for the promotion of the interests of the Association’s membership, and for the planning, organization, development, coordination, and control of all of the Association’s activities.

Section 2.  Chairpersons:

From time to time the President shall appoint chairpersons to carry out various functions for the Association. These may include, but are not limited to; JagWire Editor, Concours Chairperson, Technical Advisor, and Rally/Slalom Chairperson. These appointments shall expire with the normal annual expiration of the Presidents term, except that they may be renewed by the new President for the ensuing year.

Section 3. Executive Board Vacancies:

All vacancies on the Executive Board shall be filled by appointment by the President and ratification by a minimum of two of the remaining Board Members and shall hold office only for the remaining term of vacancy so created. A vacancy in the Executive Board shall be deemed to exist in the case of death, resignation or removal of any Executive Board Member.

Section 6. Executive Board Meetings:

Executive Board meetings may be called by the President or any Executive Board member and are intended to be held in conjunction with regularly scheduled Association meetings or meetings called under the Special Meeting provision.  E-Mail communication among all Executive Board Members may also constitute a formal meeting for business or voting purposes.

Section 7. Compensation:

No member of the Executive Board shall receive compensation or privilege of any kind for services rendered to the Association.

ARTICLE IV

Section 1. Duties:

President:  The President shall be the chief executive officer (CEO) of the Association, having general supervisory power of the Association, direction and control of the business and affairs of the Association, and shall preside at all meetings of both the Executive Board and Membership of the Association.

Vice President/President Elect: In the absence of the President, the Vice President shall perform all duties of the president. It is intended that the Vice President shall ascend to the office of President at the normal conclusion of the President’s term.

Secretary: The Secretary shall keep, or cause to kept, a full set of minutes of all meetings of the Association, and shall submit those minutes for publication in the next issue of the Association’s newsletter.   The Secretary shall also maintain and keep current the Association’s official Membership Record, to include all pertinent information included in a member’s application for membership.  As it becomes available or required, the Secretary shall forward that information to JCNA, the JagWire Editor, and to the other members of the Executive Board in a timely manner.   Also, The secretary shall maintain in a safe and protected manner and catalogue any and all historical records and items of the Association.

Treasurer: The Treasurer shall keep and maintain adequate and correct accounts of the membership dues, event entry fees, sponsors’ contributions, and any other receipts related to the properties and business transactions of the Association. The same records shall also be maintained for any and all expenditures of the Association.  These books shall be open for inspection by any Member of the Association at any reasonable time.  The Treasurer shall deposit all monies in an account in the name of the Association in a Financial Institution approved by the Executive Board.  The Treasurer shall disburse funds according to the provisions of Article VI, Section 1 below.

If the Treasurer and a Member of the Executive Board are from the same household, then when a co-signature is required, it must be obtained from one of the other non-household Executive Board Members.

ARTICLE V

Section 1.  Officer Nominating Procedure:

The President, in consultation with the Executive Board, shall appoint a Nominating Committee consisting of at least two Association members in good standing, and shall announce the members of that Committee at the October meeting of the Association.  The Nominating Committee shall present a slate of officers at the November Meeting of the Association at which time additional nominations may be made and seconded from the floor. All nominations require the approval of the nominated member and all nominated members must have been Association members in good standing for at least six months.  A member of the nominating committee shall not be excluded from becoming a nominee for any elected office.

Section 2.  Officer Election Procedure:

Election of officers shall be held annually at the first meeting following the first day of January of each year. When there is only one nominee for the office, election shall be by simple majority voice vote. When two or more nominees exist for one office, election shall be by secret, written ballot.  Only those physically present and entitled to vote per Article II, Section 4 above may vote.

ARTICLE VI

Section 1. Association Expenditures:

The treasurer may, from time to time disburse funds up to $100 on his/her own authority. Additionally, funds for Jagwire printing, pool party, JCNA dues, JCNA representation within the limits established herein, and postage may be disbursed by the Treasurer without further approval providing these funds are reasonable and consistent with past expenditures for these items.  All other expenditures, including those related to customary annually recurring Association functions, require a simple majority membership approval at a properly convened Association meeting, or via E-Mail communication prior to disbursal.

ARTICLE VII

Section 1. By–Law Amendments:

Changes to the Association’s By-Laws require a simple majority membership approval at a properly convened Association meeting, or via E-Mail communication.

ARTICLE VIII

Section 1.  Membership:

Membership is open to all parties with an interest in Jaguar Cars subject to payment of the appropriate membership dues.

Section 2. Dues:

Dues for active members of the Association shall be in that amount as approved by the current membership and are due and payable by the last day of December of each year. Renewals not paid by the last day of February of each calendar year shall cause the member to be dropped from membership. Membership dues shall be assessed at one half (1/2) rate for those persons joining after June 1 but prior to December 31 of the current year.

Section 3. Activities:

Participation in Association events is open to all interested parties subject to payment of any entry fees and compliance with insurance, registration and safety requirements.

Section 4. JCNA Representative:

The President may nominate a maximum of two (2) members to represent the Association at the annual JCNA National Meeting. Members nominated must be in good standing and the nomination must be approved by majority vote in response to a properly submitted resolution. The Association shall contribute up to one half of the cost of the nominated member(s) to attend the meeting but in no case more than $500 when one member attends the meeting or $400 each for two members, subject to availability of Association funds.

ARTICLE IX:

Section 1.  By-Laws

At the first properly convened meeting of the year, the Secretary shall provide a copy of these By-Laws to each of the other four (4) members of the Executive Board.