Eastern Canada Chapter Bylaws

# How we roll

Provisional By laws - Eastern Canada

ARTICLE 1: Name
1.1 Name- The name of the organization shall be Audi Club North America, Eastern Canada. The
registered office of this organization shall be located, and the records of this organization shall be kept
at such place as shall be determined from time to time by the Board of Directors.


ARTICLE 2: Powers and Purpose
2.1. Powers- This organization is operated generally in accordance with not-for-profit policies of Ontario.
At this time, it is not a registered not-for-profit organization, except by extension of the Audi Club North
America (US parent club).

2.2. Purpose- The purpose of Audi Club North America, Eastern Canada is to enhance the Audi

  • ownership experience for our members by offering:
  • professionally organized and managed events highlighting Audi vehicles
  • teaching driver/safety education
  • service/maintenance guidance
  • social activities promoting camaraderie

 

ARTICLE 3: Definitions
As used in these Bylaws, unless the context otherwise requires, the term:

  • “Chapter” means Eastern Canada chapter of the Audi Club North America.
  • “Audi Club NA” means Audi Club North America.
  • "Meeting" means a face-to-face meeting, a meeting by electronic conference, or consensus by email.
  • "Board" means the Board of Directors of the chapter.
  • “Member" unless otherwise qualified, means a person in good standing with Audi Club NA who owns, leases, or co-owns an Audi automobile and is 18 years of age or older.
  • “Associate Member” means a person in good standing with Audi Club NA who does not own, lease, or co-own an Audi automobile and is 18 years of age or older.
  • “Family Member” means a person 18 years of age or older who resides in the same house as a Member or Associate Member and is designated as a relative by the member.
  • “Professional Member” means an organization in good standing with Audi Club NA- Eastern Canada who provides products or services to Members or Associate Members.
  • "Committee" means a group empowered by these Bylaws or by the Board for a specific responsibility.
  • "Audi” means an automobile manufactured by Audi AG or its subsidiaries.
  • “Term” means the specific period of time that an individual will fulfill a position with the Chapter. Term cycles start at the beginning of the calendar year – i.e. January 1st. Term cycles end at the end of a calendar year – i.e. December 31st.

 

ARTICLE 4: Memberships, Dues and Duties
4.1. Membership in the Chapter is defined in the bylaws of Audi Club NA and subject to the policies of
the Audi Club NA. Any member of Audi Club NA residing in Ontario, Quebec, PEI, New Brunswick, Nova
Scotia, Newfoundland, or Labrador, is automatically a member of the Chapter.

4.2. Active Members are Members or Associate Members in good standing with Audi Club NA: they can
vote and hold elective office within the Chapter. Professional Members (organizations) and Family
Members cannot vote or hold elective office within the Chapter.

4.3. Membership year as defined by Audi Club NA.

4.4. The Board, by a majority vote, may request that Audi Club NA suspend a member for infractions of
the Audi Club NA rules, or for action adverse to the general objectives or best interest of the Audi Club
NA.

ARTICLE 5: Meetings and Communication
5.1. Chapter meetings shall be held at such locations as are determined from time to time by the Board.
A seventy-two-hour notice must be given by a member of the Board for all meetings, stating the location
and time of the meeting.

5.2. There shall be a Chapter open meeting on a date set by the Board for receiving the reports of
officers, directors, and committees, and the transaction of other business. The place of meeting shall be
designated by the Board and minutes published on the chapter website.

5.3. Special meetings of the members of the Chapter may be called at any time by the President, Board,
or upon written unified request from at least 9 members (Member and/or Associate Member) of the
Chapter. Anyone entitled to call a special meeting may make written request to the President to call the
meeting, setting forth time and purpose thereof, to be held no later than 90 days after receiving the
request. If a special meeting is demanded by the members, the meeting shall be held in the region
where the current Chapter President is located. If the Secretary fails to give notice of the special
meeting within 30 days from the date on which the request is received by the President, the member(s)
who requested the meeting may fix the time and place of the meeting and give notice thereof at least
30 days in advance of the special meeting date. The business transacted at the special meeting is limited
to the purposes stated in the notice of the meeting.

5.4. At meetings of the members, each member with the right to do so, is entitled to cast one vote on
any question coming before the meeting. Members may vote by proxy. Cumulative voting shall not be
permitted. The presence of 9 members in person or by proxy shall constitute a quorum of any meeting
thereof. The members present and entitled to vote at any meeting, although less than a quorum, may
adjourn the meeting to another time. A majority vote of the members present and entitled to vote at
any meeting at which a quorum is present shall be sufficient to transact any business. When any
meeting of the members is adjourned to another time and place, notice of the adjourned meeting need
not be given other than by announcement at the adjourned meeting.

5.5. E-mail to a distribution list will constitute the primary means of communication for the Board
and/or committee members of the Chapter.

ARTICLE 6: Directors
6.1. Directors of this Chapter shall be elected by eligible voting Chapter members. The Chapter will have
from 5 to 9 Directors as determined by the Board.

6.2. Each Director of this chapter will serve a term of not more than two consecutive three-year terms.
Directors shall hold office for the term for which he or she was elected until the end of their term as
defined in Article 3. Any vacancies occurring in the Board shall be filled by a vote of the majority of the
Directors then in office. Individuals voted onto the Board due to a vacancy shall automatically serve for
the remaining original term of the vacating board member and no longer, unless elected to do so at the
start of a new term as specified in article 5.1.

6.3. The property, affairs, activities, and concerns of the organization shall be managed by the Board,
which, without limiting the scope of the foregoing, shall have the power to appoint the officers of the
Chapter, to appoint and direct agents, to grant general or limited authority to officers, employees and
agents of the Chapter, to make, execute and deliver contracts and other instruments and documents in
the name of and on behalf of the Chapter. In addition, the Board may exercise all the powers of the
Chapter and do all lawful acts and things which are not reserved to the members, by law, or the bylaws
of the Chapter. The Board shall interpret the bylaws.

6.4. At every meeting of the Board for which notice was given in accordance with article 5.1, the
presence of the majority of the Board shall constitute a quorum. Only those votes of a majority of the
Directors present at any such meeting, preceded by notice as specified in article 5.1 and at which a
quorum is present, shall be an act of the Board. In the absence of a quorum, the President may adjourn
any meeting until a quorum is present.

6.5. The President shall preside at all meetings of the Board. In the absence of the President, the Vice
President shall preside. In the absence of both, a temporary chair may be chosen by the members of the
Board present. In the absence of the Secretary a temporary secretary shall be appointed by the chair of
the meeting.

6.6. Any director may resign at any time either by oral tender of resignation at any meeting of the Board
or by giving written notice thereof to the President. Any resignation shall be effective immediately
unless a date is specified for it to take effect.

ARTICLE 7: Officers
7.1. The Officers of this Chapter shall be as set forth in these Bylaws and such additional Officers as the
Board may from time to time designate. Officers shall be nominated and elected by the Board to serve
for a term of one year up to three consecutive years or until their successors are chosen. An Officer
must be a member (of this Chapter) in good standing for at least two years prior to the most recently
held annual meeting. Any nomination of a person that will not be a member of the Board for the term of
the Officer position shall require the approval of the majority of the current Board. Any officer may at
any time be removed by the Board with or without cause by a majority vote of the Board.

7.2. The President of the Board shall be the chief executive officer of this Chapter and shall be
responsible for the general supervision, direction and management of the affairs of the Chapter. The
President may execute on behalf of this organization all contracts, deeds, conveyances, and other
instruments, which may be required or authorized by the Board for the proper and necessary
transaction of the business of this organization. The President shall preside at all meetings of the Board
and shall be an ex-officio member of all standing committees of the Board. In the event of a tie vote at
any meeting, the President of the Board will cast the deciding vote.

7.3. The Vice President shall assist and/or perform the duties of the President in the latter's absence or
disability. Actions taken by the Vice President on behalf of the Chapter, whenever the President is
unable to serve, shall have the same force and effect as if they were executed by the President.

7.4. The Secretary shall keep accurate minutes of all meetings of the Board and shall be the custodian of
the records, documents and papers of this Chapter. The Secretary shall supervise the safe keeping of all
Chapter records. The Secretary shall have and may exercise any and all other powers and duties
pertaining to law, regulation or practice to this office, or imposed by these Bylaws. The Secretary shall
also perform such other duties as may be assigned to the Secretary from time to time by the Board.

7.5. The Treasurer shall be responsible for maintaining accurate financial records for this Chapter and
safeguarding of Chapter assets. The Treasurer shall present a report of the organization's financial 
transactions and status to the Board at its annual meeting, and from time to time shall make such other
reports to the Board, or members, as requested. The Treasurer shall be responsible for the timely filing
of required federal, provincial, and local tax returns. The Treasurer will regulate the investment of
Chapter funds. The Treasurer shall perform such other duties as may be assigned to them from time to
time by the Board.

7.8. Any officer of this Chapter, in addition to the powers conferred upon them by these Bylaws, shall
have such powers and perform such additional duties as may be prescribed by the Board.

ARTICLE 8: Executive Board and Committees
8.1. The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee.
The Committee shall be responsible for proper conduct of the administrative affairs of the Chapter, the
proper functioning of the Committees, and shall ensure compliance with the Bylaws. All decisions of the
Committee shall be a majority vote unless otherwise provided by these Bylaws.

8.2. The Board may appoint such committees as may be specified in resolutions adopted by a majority of
the members of the Board. Each such committee shall have such duties and responsibilities as are
granted or delegated to it from time to time by the Board. Committee members need not be directors of
the Chapter.

8.3 Members of committees organizing and running Chapter events may have event fees refunded when
deemed appropriate by a majority of the Board, subject to the following conditions: A) In no instance
shall refunds be issued when event costs have not been met in full; B) In no instance shall refunds to
individuals exceed fees paid by that individual; and C) In no instance shall the sum of refunds exceed
actual event profits. In no instance shall fee requirements for committee members be waived prior to
events.

8.4. Meetings of any committee may be held at such time and place as are announced by the
committee. Meetings of any committee may also be called at any time by the chairperson of the
committee or by the President, on at least five days' notice by mail, or two days' oral notice by
telephone, email, online notification via chapter discussion board, or in person. The presence of a
majority of the membership of any committee shall constitute a quorum at any meeting. A majority vote
of the members of a committee shall be sufficient for the transaction of the business of such committee.
Committee actions, excepting the Executive Committee, are not binding until approved by the Board.

ARTICLE 9: Election of Directors
9.1. The Board will task the election committee to nominate candidates for Directors. The Audi Club NA
office will assist in determining each nominee is a member in good standing prior to posting nominee
candidates. Prior to voting, the list of nominated candidates, with biographies, shall be posted on the
Chapter website.

9.2 Voting shall take place by electronic means on the Chapter website as determined by the Election
Committee. Voting members will be required to submit their Audi Club NA member identification
number together with their vote for their vote to be counted.

9.3. A non-interested third party will count the ballots and present the results to the Board. Within
forty-eight hours of certification by the Board, the Secretary shall notify each person of their election.
The Election Committee will determine if each voting member was a member in good standing at the
date of the election. Membership will be verified by Audi Club NA. There will be a 7-day window after
results are announced to file a contest with the Secretary regarding election results. The Chapter will
maintain election documentation up to a year. The results of the election will be posted on the Chapter
website.

ARTICLE 10: Indemnification
10.1. To the full extent permitted by any applicable law, this organization shall indemnify each person
made or threatened to be made a party to any threatened, pending or completed civil, criminal, or
administrative claim, litigation, arbitration or investigative proceeding including a proceeding by or in
the right of this Chapter, by reason of the present or former capacity of such person as (a) a director,
officer, employee or member of a committee of this organization, or (b) a director, officer, partner,
trustee, employee, or agent of another organization who while a director, officer, or employee of this
organization, is or was serving the other organization at the request of this organization whose duties as
a director, officer or employee of this organization involve or involved such service to the other
organization, against judgments, penalties, fines (including, without limitation, excise taxes assessed
against the person with respect to an employee benefit plan), settlements, and reasonable attorney's
fees and disbursements, incurred by the person in connection with the proceeding.
Indemnification provided by this section shall continue as to a person who has ceased to be a director,
officer, employee or committee member, shall inure to the benefit of the heirs, executors and
administrators of such person and shall apply whether or not the claim against such person arises out of
matters occurring before the adoption of this section. Any indemnification realized other than under
this section shall apply as a credit against any indemnification provided under this section.

10.2. This organization may, to the full extent permitted by applicable law from time to time in effect,
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or
member of a committee of this organization against any liability asserted against such person and
incurred by such person in any such capacity.

ARTICLE 11: Miscellaneous
11.1. The fiscal year of this Chapter shall begin on January 1 and end on the succeeding December 31.

11.2. A member, director or committee member may participate in a meeting by any means of
communication by which such person, other persons so participating, and all persons physically present
at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by
electronic means constitutes presence in person at the meeting. A conference among members,
directors, or committee members by any means of communication through which such persons may
simultaneously hear each other during the conference is a meeting of the members, Board, or
committee, as the case may be, if the same notice is given of the conference as would be required for a
meeting, and if the number of persons participating in the conference would be sufficient to constitute a
quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the
meeting.

11.3. No director, officer, agent or employee of this Chapter shall have any power or authority to
borrow money, execute an operating or capital lease on its behalf, to pledge its credit or to mortgage or
pledge its real or personal property except within the scope and to the extent of the authority delegated
by resolutions adopted from time to time by the Board. Authority may be given by the Board for any of
such purposes and may be general or limited to specific instances.

11.4. All funds of this organization shall be deposited from time to time to the credit of this organization
in federally insured banks, trust companies or other depositories as the Board may approve or
designate, and all such funds shall be withdrawn only in the manner or manners authorized by the
Board.

11.5. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to
its members, trustees, officers, or other private persons, except that the organization shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No
substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the organization shall not participate in, or intervene in
(including the publishing or distribution of statements) any political campaign on behalf of any candidate
for public office.

11.6. All purchases and expenditures made on the Chapter’s behalf by agents of the Chapter or Board
must be pre-approved by a vote of the Board, either on a per-instance basis or as part of an approved
event budget. Reimbursements of costs shall only be made for those approved expenses for which
actual receipts can be produced and provided.

11.7. Any gifts, perks, benefits, or other bestowals made upon members of the Board by Chapter or
event sponsors must immediately be disclosed to the Board by the recipient of such favours. All such
perks should be made available to Chapter members, when practical, either through auction, raffle, or
promotional giveaway, with proceeds to benefit Chapter funds. Any alternative distribution of gifts,
perks, favours or other bestowals shall proceed only with majority vote of the Board.

11.8. The Board may select an appropriate local charity for partnership. Once chosen, an event (or
events) will be planned that offer community service, support, charitable donations for the selected
charity.

11.9. Board members must recognize that they will serve as representatives of the Chapter and must act
accordingly, by refraining from inflammatory or derogatory speech or writing in any public venue.
Failure to abide by the rules of conduct may result in expulsion from the Board with a majority-plus-one
vote of the Board.

11.10. Barring emergencies, all Board and committee members shall arrive on time as scheduled for
events and meetings. In the event of absence due to emergency, Board and committee members shall
notify the President or Committee Chair at the first opportunity. In the event that Board or committee
members are unable to attend or arrive promptly for a meeting or event, for non-emergency reasons,
notice should be given as far in advance as possible.

11.11. No sponsorships shall be exclusive to one vendor, manufacturer, business, or dealership to the
exclusion of any other vendor, manufacturer, business, or dealership.

11.12. Upon the dissolution of the organization, assets shall be returned to Audi Club NA.

ARTICLE 12: Amendment of Bylaws
12.1. These Bylaws may be amended by a majority of the votes cast in a referendum of the active
members, in a manner as directed by the Board.

12.2. The Board or a consortium constituting at least 40% active members of the membership, may
propose amendments to these Bylaws.

12.3. Votes for or against a proposed amendment to these Bylaws shall be cast in a manner approved by
the Board and must be dated by the member, with the member’s name and membership number. Votes
shall be submitted electronically and must be received no later than the date set forth in the notice of
referendum. Votes not executed and presented in accordance with the above shall not be counted.

12.4. A non-interested third party shall tabulate the votes cast in the referendum within 7 days of the
due date and certify the results to the Board and the Secretary shall publish the results of the vote or
referendum. The results will be posted on the Chapter website.

These are our bylaws, published January 2019.

They are currently (slowly) under revision. Changes will be presented to the membership (and the Club Board) for approval.