Rolls-Royce Owners' Club â¢ Texas Region Newsletter - Rroctexas.com

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Article I. Name of the Club The name of the club shall be Texas Region, Rolls-Royce Owners’ Club, Inc. Article II. Location of the Club The geographical boundary for the Texas Region will be the same as the boundary for the State of Texas. Article III. Purpose of the Club The purpose for which the Texas Region is founded is identical to those outlined in Section 1, Article 4 of the By- Laws of the Rolls Royce Owners’ Club, Inc., with particular emphasis on activities and the interchange of information regarding Rolls-Royce and Bentley automobiles domiciled in the geographical region as outlined in Article II. Article IV. Membership Any member of the Rolls-Royce Owners’ Club, Inc. may apply for membership in the Texas Region. Spouses or a “member of the household” (maximum of one per active member) will have the right to vote and to hold office in the Region only if this person is also a member in good standing of the Region. Article V. Dues The annual dues shall be determined by the Board of Directors of the Texas Region, and shall be in addition to the RROC, Inc. dues. Dues shall be for the calendar year. Article VI. Officers and Directors The Board of Directors shall consist of the following positions: • Regional Chairman • Secretary • Treasurer • Editor • Activities/Awards Chairman • Membership Chairman • Technical Chairman • Chief Judge • Three Directors at-large, not holding specific duties Article VII. Terms of Officers and Directors Officers shall be elected for a one-year period. The Regional Chairman shall be limited to three consecutive terms (three consecutive years). After one intervening year said Chairman may be eligible for re-election. Directors shall be elected for a three-year term and shall be eligible for re-election to one additional Three-Year term (a total of six consecutive years). They may again be eligible for re-election after one intervening year. Directors at-large elections shall be staggered so that only one director will be up for election or re-election in any one year. 30 The Lone Star Lady • March–June 2010 The terms for the officers and directors shall begin on January 1, and end on December 31 of the appropriate year. Article VIII. Election of the Officers and Directors The Regional Chairman, with approval of the Board, will appoint a nominating committee of a total of three persons. The committee chairman shall be the Regional Secretary. In addition to the committee chairman, the nominating committee shall consist of one regional member at-large and one Board member. This committee will submit and nominate one person for each of the officers and directors outlined in Article VI, after ascertaining that such member can and will serve. Ballots listing the slate of officers and directors previously nominated shall be included with the September/October issue of The Lone Star Lady and sent to all dues-paying members of the Region. (deleted: no later than October 30 each year) Ballots shall include spaces for write-in candidates by the members. Additionally, ballots shall be pre-numbered or otherwise identifiable so they can be properly certified. In order for votes to be valid they must be returned to the designated nominating committee member no later than the Thursday prior to the fall Board meeting, so that those elected may be announced prior to January 1 of the ensuing year. The designated committee member receiving the ballots shall maintain the envelopes unopened and ensure they are taken to the fall Board meeting where they shall be opened and counted. Nominees receiving a simple majority of the votes cast shall be deemed to be elected. Article IX. Duties of the Officers and Directors The Regional Chairman shall: 1. Preside at meetings of the Board of Directors. 2. Appoint committees, and have all the powers and duties usually vested in a presiding officer. He will determine the date, time and location of the Board of Directors’ meetings, giving at least 15 days notice of such meetings. 3. Notify any Affiliate or Regional Officer who has been suspended or removed by the Board of Directors subject to the provisions of the laws of the State of New York and the procedures provided by Section VII, Article 8 of these By-Laws. 4. May set the time and place for the extraordinary meetings of the Board of Directors. 5. Respond to any formal request or challenge by a Regional member as directed in Article XIV. The Secretary shall: 1. Chair the nominating committee and oversee the Elections of Officers and Directors. 2. Notify the membership via The Lone Star Lady of the place and date of the annual meeting of the Board of Directors and membership. 3. Have an assistant, if the Secretary desires, and any other help he or she may need from time to time without compensation. 4. Record all minutes of the Board of Directors and supply approved minutes to the Editor for inclusion in The Lone Star Lady. 5. Perform such other duties as may be prescribed by the Board. The Treasurer shall: 1. Be responsible for the receipt and disbursement of the funds of the Club, subject to the approval of the Board of Directors. 2. Keep the books or financial records of the Club and shall prepare an annual report for the presentation to and adoption by the Board of Directors in accordance with the requirements of RROC, Inc. (National). 3. Be responsible for making recommendations regarding a budget for the succeeding year to the Board. 4. Present the budget for the succeeding year to the Board of Directors for approval. 5. The fiscal year of the Club shall be the year specified by RROC, Inc. (National). 6. Ensure that all expenditures over $1500.00 have received specific Board approval and that checks issued for amounts over $1500.00 have signatures of two officers or directors authorized on the account. Expenditures and checks for the publication and distribution of The Lone Star Lady are specifically and uniquely exempt from this requirement. The Activities/Awards Chairman shall: 1. In partnership with the Chief Judge, select, solicit bids and procure awards for the Regional and Technical meets as directed by the Board of Directors. 2. Select, solicit bids and procure awards for recognition of service to the Region. 3. Back up the Event Chairmen for Regional Events. 4. Communicate on behalf of the region with members who may be ill, in the hospital or needing remembrance. 5. Communicate with the Board of Directors and Membership relating to upcoming events, member special circumstances. 6. Select, if desired by the Activities Chairman, Area Activities Coordinators to assist with these duties and with activities in various parts of the Region. The Membership Chairman shall: 1. Be responsible for all matters pertaining to attracting new members and processing of new applications for membership. 2. Communicate membership information received from RROC, Inc. (National) with the Activities Chairman, Area
Activities Coordinators. 3. Ensure that membership lists are correct and current. 4. Welcome new members with an overview of Regional membership benefits. The Chief Judge shall: 1. Be the Chief Judge and shall be in charge of implementing National’s judging policies 2. Be Chairman of the Judging Committee and with the help and advice of the Committee shall maintain a Manual for Judges in connection therewith, which shall be the official judging manual of the Region. 3. Will prepare and distribute official judging score sheets for use at Regional Meets. When official judging score sheets are used at Regional Meets no variations from the provisions of that score sheet shall be allowed and, in addition, all National policies regarding judging currently in effect shall be followed. 4. Solicit, appoint and instruct the necessary personnel as official judges at Annual Meets. 5. Be responsible for the preparation of the field and the placing of vehicles on the field at the Annual Meets. 6. The Chief Judge and the Activities Chairman shall make presentation of awards and trophies at Annual Meets of the Club. 7. Upon request of the Board of Directors, present to the next Board meeting, for approval, reversal or modification of any provision of the Manual for Judges, provision of official score sheets, judging manuals or judging policy. 8. Make the final decisions of the judging of the vehicles entered at the Regional Events. The Technical Chairman shall: 1. Be in charge of all matters relating to technical seminars, technical schools, technical questions and technical assistance to Regions for the Club and members of the Club. 2. If requested make final decisions regarding car safety at meets and at all Club functions based upon National standards. Any car not meeting their requirements and standards may be refused entrance to and participation in activities and Club functions. The Editor shall 1. Be responsible for publications on behalf of the Club. It shall be his responsibility to see that these publications are historically and technically accurate and that they are published and distributed to the membership on a timely basis. 2. Be responsible for the Lone Star Lady and any other publications prepared by the Region. 3. Be responsible for accurately publishing the minutes of Board meetings in The Lone Star Lady. 4. May appoint Editors for sections of current publications as he sees fit. Duties of other Officers are largely self-explanatory, but may be expanded upon or modified or more accurately defined by action of the Board of Directors. The Directors shall: 1. Participate in Regional Board Meetings. 2. Provide policy and issue resolution leadership and guidance. Quorum and Conduct of Board Meetings: • At any meeting, a simple majority of the Officers and Directors will constitute a quorum, and a majority of the quorum will be able to decide any question. • Proxies are not permitted for quorum determination, for voting purposes nor for any other purpose. • Meetings shall be conducted utilizing “Robert’s Rules of Order.” • Minutes of each Board meeting, including minutes from any previous Electronic Meeting as discussed in Article X, and after Board approval of said minutes, shall be published in The Lone Star Lady. • The official and permanent record of the meeting minutes shall be The Lone Star Lady. Succession: If the Regional Chairman is unable to serve, the Board of Directors shall appoint a member of the Board as an Interim Chairman who will serve as Chairman until such time as the elected Chairman can resume his duties or until another Regional Chairman is elected by the membership. Should an officer or director, other that Regional Chairman, resign or otherwise be unable to serve, the Regional Chairman shall, with approval of the Board, appoint a member to such position to serve until the next regularly scheduled election. Article X. Electronic Meetings: The Board of Directors may at its discretion move, discuss, and call for a vote any motion via electronic media. A motion, once made and seconded, shall be voted upon within a one-week’s period. During this week, the Regional Chairman may cut off discussion early if there is no further discussion taking place between members of the Board. The Board members shall be asked to complete voting within four (4) days following the cut-off of discussion. All votes shall be tallied by the Secretary and announced to the Board within 48 hours from the close of voting. A quorum for an electronic vote shall consist of the majority of the Board. Minutes of the motion and vote shall be recorded into the minutes of the next physical meeting of the Board of Directors. Article XI. Amendments These By-Laws may be amended or altered by a simple majority vote of the entire Board. Article XII. Conflicts Nothing in these By-Laws shall be construed to conflict with the policies of the Rolls-Royce Owners’ Club, Inc. In the event of such conflict, the By-Laws or policies of the Rolls- Royce Owners’ Club, Inc. shall take precedence. Article XIII. Regional Directory The Regional Directory may not be loaned, sold, copied, or used, in whole or in part, as a basis or mailing list for any venture or for advertisement of any venture, except for those advertisements approved by the Board of Directors for inclusion in The Lone Star Lady. Article XIV. Formal Request for Information Should a member desire official information concerning the conduct of the Region’s business or activities or desire to challenge the conduct of Regional Officers or Directors, such request or challenge must be mailed, by certified mail, return receipt requested to both the Regional Chairman and the RROC, Inc. Director overseeing the Texas Region (Area Director). The Chairman shall inform the entire Board of Directors. The Board of Directors of the Texas Region shall decide how to proceed and direct the Chairman to answer the member’s letter in writing. The chairman will also provide a copy of the response to the Area Director. Article XV. Record of Revisions • Revised by members at Texas Region Spring Meet, Waco, May 20, 1995. • Revisions by members at the Texas Region Spring Meet, Kerrville, May 18, 1996, include addition of reference to “spouse (Household) members” in Article IV, and removal of the officer “Regional Representative” from the listing in Article VI. • Revised by members at the Texas Region Spring Meet, Del Lago, Texas, April 28, 2001. • Revised by members to include Directors and Officers Duties at the Texas Spring Meet, Waco, Texas, April 3, 2004 • Revised by the Board of Directors at their meeting on June 24, 2005 • Revised by the Board of Directors at their meeting in Austin, Texas on November 11, 2006 Signed– Stefano Andreucci, Chairman March–June 2010 • The Lone Star Lady 31
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Rolls-Royce Owners' Club â¢ Texas Region Newsletter - Rroctexas.com