FORMULA FORD CHALLENGE SERIES
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Executive Committee Operational Rules
ARTICLE I Name: The name of the Series shall be Formula Ford Challenge Series (the “Series”).
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ARTICLE II Purpose: The purpose of the organization shall be to organize and promote Vintage Formula Ford racing, its associated activities and to encourage the preservation and use of Vintage Formula Ford cars.
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ARTICLE III Ownership: Primary cash funding for the Series is provided by Vintage Racer Group, Inc. (“VRG”). In so far as VRG remains the primary cash funder, all assets of the Series including the name, websites, Facebook pages, ApexSpeed pages, fixed assets acquired shall be the property of VRG. In the event that VRG determines to cease its role as primary cash funder, the then Executive Committee (’’EC”) will have the option of taking over the assets and continuing as an independent body. The exercise of this option shall entitle the Executive Committee to override any other Article of these Operating Rules.
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ARTICLE IV Membership and Dues:
Section a. Membership: Any person who has raced with the Series at least once in the past two (2) seasons shall be eligible for voting membership (a ”Member”). Members in good standing are entitled to the privileges of membership. To be in good standing, a member must not be otherwise determined by the Executive Committee to not be in good standing.
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Section b. Class of membership: There shall be one class of membership, individual. The EC shall have the right to add, delete or otherwise change the number and distinction of membership classes.
Section c. Dues: The dues for membership for the coming year shall be fixed by vote of EC. Should no such vote be taken, the dues for the coming year shall remain the same as the previous year. Such dues are payable to the VRG treasurer within 45 days after billing. Failure to pay dues by the due date will cause the member to be dropped from the membership roll.
Section d. Suspension and Expulsion: Any Member, after a hearing with the EC, may be suspended until the next annual meeting for an infraction of the Series rules by the vote of a majority of the EC, or other cause if a majority of the EC shall deem such suspension in the best interest of the Series. Upon suspension, the member shall be informed in writing and the writing shall state the reason for the suspension.
Any member suspended may be presented at the next Annual Meeting of the Series for expulsion and shall be expelled if a majority of the Members present and voting vote to expel him or her. The vote shall be by secret ballot.
Section e. Resignation: Any Member may resign by sending a letter of resignation to the Secretary. His or her resignation is effective upon receipt by the Secretary.
ARTICLE V Meetings of the Members:
Section a. Annual General Membership Meeting: The Annual General Meeting of the Series shall be held in October or such other date as the EC may select. The purpose of the meeting is to announce the results of the election of the Series EC and for the transaction of such other business as may lawfully come before the meeting.
Section b. Notice: Written notice of the Annual General and the Interim Meetings of the membership stating the date, time, and place of the meeting, as well as the purpose of the meeting, shall be given not less than fourteen (14) days nor more than thirty (30) days before such meeting to each Member entitled to vote at such meeting. Notice may be given by electronic mail, by postal mail, in hand, or by leaving the notice at his or her residence, all as appears on the records of the Series.
Section c. Special Meetings: Special Meetings may be called by a majority of the EC at any time. Notice requirements are as set forth in section b, above.
Section d. Quorum: At all meetings of the membership, a quorum to conduct business, shall consist of either twenty (20) Members, or a majority of the Members, whichever is less. For purposes of a quorum, a proxy shall be counted as if the Member was present.
ARTICLE VI Executive Committee (“EC”):
Section a. Number Committee Members: The EC shall consist of five (5) Members elected by the membership.
Section b. Terms: The term for an EC member shall be two (2) years starting on January 1st and ending on December 31st, except that the initial EC shall consist of one (1) member having an initial one (1) year term and two (2) members having an initial two (2) year term. EC members may not serve for more than four (4) consecutive terms.
Section c. Nominating Committee, Election: The EC, by May 30th, shall choose candidates for the EC and will report its slate to the Secretary no later than August 1st. The committee's nomination slate shall have up to four (4) names, including the EC members whose term will expire at the end of the year and who are eligible and willing to serve another term. The balance of the slate shall be chosen from the membership at large. Additional candidates may be added to the ballot upon submission of a petition for their candidacy signed by ten (10) Members and delivered to the Secretary by August 1st.
The Secretary shall mail, or email, ballots to all members no later than August 15th. The deadline for the return of ballots shall be September 15th. Results of the election are to be announced at the Annual General Meeting to be held no later than October 30th.
Section d. Powers: The EC shall have, and may exercise, all of the powers of the Series, except such as may be conferred upon the Members by law, or by these rules.
Section e. Quorum: Meetings of the EC must have a quorum of three (3) to take any vote or action. In the absence of a quorum, the Secretary must send a ballot to all members of the EC with all motions made and receive at least three (3) affirmative votes to pass any motions placed before the EC. At any meeting at which there is a quorum, the vote of the majority of the EC present shall be sufficient to decide any question brought to the EC or to fill any vacant position.
Section f. Vacancies: In the event, a vacancy should occur in the EC, the remaining EC members shall appoint a replacement. Appointees shall serve until the end of the vacated term.
Section g. VRG Authority: The EC serves at the pleasure of the VRG Board and any and all members of the EC may be removed by a majority vote of the VRG Board unless the VRG Board intends to defund the Series in which case the EC cannot be removed under this Article.
ARTICLE VII Officers:
Section a. Election, Executive Committee: Officers shall be elected at the first meeting of the EC, which will be held in January of each year. Officers must be current members of the EC. The officers shall also constitute the Executive Committee.
Section b. Officers: The officers of the EC shall consist of a Chairman, Vice-Chairman, and Secretary.
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Section c. Term: Their term of office shall be for one (1) year.
Section d. Duties: The Chairman shall preside at all meetings of the Series, shall represent the Series at VRG board meetings, perform the duties usually associated with this office, and shall act as the Chief Operating Officer of the Series. In his/her absence the Vice-Chairman shall perform these duties.
The Secretary shall attend all meetings and shall record all minutes and votes. He/she shall maintain a current membership list and give notice of coming meetings as required by these rules. The Secretary shall also maintain Series records. In the absence of the Secretary, the presiding officer shall appoint a pro-tempore Secretary to carry out those duties.
A Treasurer shall be appointed by the EC. The Treasurer shall be either an elected EC member or an unelected position nominated by the EC, but in any event, must be a member of VRG. Any unelected Treasurer shall be non-voting. The Treasurer shall have custody of all monies, debt, and obligations belonging to the Series. He/she shall receive monies and deposit them with the Treasurer of VRG and request the Treasurer of VRG make all payments of Series debts upon approval of the Series Chairman and after providing the VRG Treasurer with appropriate documentation as required by the VRG Treasurer. The Series Treasurer shall maintain accurate records of all financial transactions of the Series and report at the annual meeting.
The Series Treasurer shall prepare a budget for the following year for approval by the EC no later than November 15th of the year prior to the budget year. Such budget shall be presented to the VRG board for approval no later than one (1) month following presentation to the EC. Any subsequent activity not envisioned by the budget will require the approval of the President and Treasurer of VRG.
The Series Treasurer shall maintain and keep up to date accounts of income and expenditures for the Series to present to the EC as required by the EC, and no less often than annually, by November 15th, present an annual income and expenditure statement to the EC and the VRG Treasurer for the current year.
Section e. Terms of Office: The Chairman may not hold office for more than three (3) consecutive terms. Other officers may not serve for more than three (3) consecutive terms.
Section f. Vacancies: In the event, a vacancy should occur in any of the offices, the EC shall appoint a replacement from the EC. Appointees shall serve until the end of the vacated term.
ARTICLE VIII Removals:
Section a. EC Members: A Member may submit to the Secretary a petition for the removal of any EC member, signed by ten (10) Members, setting forth the reason for the requested removal. The Secretary shall verify that at least ten (10) signatories to the petition are Members, and, if so, then mail or email a ballot to the membership, no later than thirty (30) days after receipt of the petition, for a vote by the membership on the petition issue. To be eligible to be counted, a ballot must be postmarked no later than the thirty (30) days from the mailing of the ballots. The Chairman and the Treasurer shall count the ballots. In the event that at least two-thirds (2/3) of the votes are in favor of the petition, the EC member shall be removed.
Section b. Officers: The EC may vote, by a majority vote of the EC members then in office, to remove from office any Officer, be it for cause or otherwise.
ARTICLE IX Amendment of the Rules: These Rules may be repealed or amended if voted so by two-thirds (2/3) of the Members. Those Members not voting will be counted as abstaining. Amendments proposed by the EC must be in writing and delivered to the membership thirty (30) days prior to the annual meeting. A Member may propose an amendment by submitting a petition signed by ten (10) Members endorsing the amendment and delivered to the Secretary thirty (30) days prior to the Annual General Meeting. After discussion at the Annual General Meeting, the Secretary will deliver to the membership, in writing, the proposed amendment with an attached ballot to be returned thirty (30) days after mailing. Any amendment approved by the members requires the consent of the VRG Board.
ARTICLE X Committees: The EC may appoint both standing and ad-hoc committees to carry out specific work details. Committee decisions or recommendations must be passed by a majority of the committee members and ratified by a majority of the EC.
ARTICLE XI The Fiscal Year: The fiscal year shall be the calendar year.
ARTICLE XII Limitations: The Series is organized solely for, and shall be operated exclusively for, the purposes stated herein. No part of the earnings of the Series shall inure to the benefit of, or shall be distributed to its members, officers or trustees or their private persons, except to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Series. No substantial part of the activities of the Series shall be the carrying on of attempting to influence legislation and the Series shall not participate in any political campaign on behalf of any candidate for public office.
ARTICLE XIII Dissolution: The Series may be dissolved by the EC with the prior approval of the VRG board. In the event that the Series shall be dissolved, after the payment of all outstanding liabilities of the Series, if any funds or assets remain, they shall the property of VRG. In no event shall any funds, other than a pro-rata refund of membership dues, inure to the benefit of any Officer or Member.