BY-LAWS OF SASCA, INC.
(Formerly known as San Antonio Sports Car Association, Inc.)
Name, Purpose and Emblem
Name. The name of the corporation shall be SASCA, INC.
Purpose. The general purpose of the corporation shall be to encourage the preservation, ownership and operation of Sports Cars, to act as a source of technical information, to establish rules and regulations covering all activities of the corporation, to provide and regulate motor sports events, activities and exhibitions for Sports Cars and their owners, to encourage careful and skillful driving on the public highways, and to own real and personal property, as incidental to the foregoing purposes.
Emblem. The Association emblem shall be the letters S A S C A with a line above and below the letters. The area beneath both A characters shall be depicted as orange traffic control cones.
The Corporate Seal. The Corporate seal shall be circular in form, being inscribed with the name of the Corporation and the word, "Texas".
Membership, Dues and Fees
Regular Membership. All persons wishing to become regular members of SASCA shall be eighteen years of age or older, or not less than sixteen years of age or older with the express written permission of a parent or legal guardian. Regular members shall possess a valid state driver's license. Membership shall be granted upon the payment of dues and fees as may be required.
Family Membership. All families wishing to become Family Members of SASCA shall have no less than one individual who meets the provisions of Article II, Section 1. Membership shall be granted upon the payment of dues and fees as may be required. All members of the immediate family as defined by IRS rules regarding claiming a family member as a dependant of the Family Member who meets the eligibility requirements in Article II Section I will be considered Family Members. Family Members shall be entitled to all benefits of Regular Membership.
Honorary Membership. Persons whose accomplishments or services for SASCA are deemed worthy of honor shall be elected to the position of honorary membership by a majority vote of those Regular members present.
Corporate Memberships. Businesses who support the activities or provide services and goods to SASCA may subscribe to a Corporate membership. Membership shall be granted upon the payment of dues and fees as may be required.
Privileges. Regular and Family members who meet the eligibility of regular membership are entitled to all privileges of membership, including the right to vote and hold office. Honorary and Corporate members are entitled to all privileges of membership, excluding the right to vote and hold office.
Expulsion. Membership shall automatically lapse for non-payment of dues effective within one month of payment due date.
Suspension. Membership privileges may be suspended for a maximum of ninety days for an infraction of SASCA rules by vote of the majority of the Board of Directors of SASCA. Upon such suspension, the member shall be so informed in writing and shall be given a reasonable opportunity to be heard thereon.
Any member suspended as provided above may be presented at the next regular meeting of SASCA for expulsion and shall be expelled if a majority of members present and voting by secret ballot indicate expulsion to be their desire.
Resignation. Any member may resign by directing a letter of resignation or so stating their intent to the Secretary of SASCA. The resignation shall be effective upon receipt, providing all indebtedness to SASCA is paid.
Annual Dues and Fees. Annual dues shall be required for Regular, Family or Corporate membership.
Fees may be required of the members upon approval by the membership. Fees may include an entry fee or prorated charge for any SASCA sanctioned event or activity.
Meeting of the Members and Voting
Annual Meeting.The annual meeting of the members shall be held in December of each year for the election of Officers; reports of Officers and Committees, and such other business as may lawfully come before the meeting.
Regular Meetings. Regular meetings shall be held each month, from January through November at the designated place and time agreed upon by the membership.
Special Meetings. Special meetings of the members may be called by the President or by a majority of the Officers.
Notice of Meetings. A written, printed or online notice stating the place, day and hour, shall be given by the Secretary not later than five days in advance of each special meeting. Online notices must appear on the front page of the SASCA website.
Meeting Quorum. At all meetings of the members, those regular members present shall constitute a meeting quorum.
Voting. All action except amendment of the By-Laws and elections of Officers shall be by majority of those present and voting. Voting by proxy and absentee shall not be allowed for regular business.
Sanctioned Events or Activities
Schedule of Events or Activities. Regular members or Officers of SASCA may at any time request a sanctioned event or activity be scheduled for the membership. Events or activities shall be voted upon and approved by the membership at the next meeting prior to said event or activity. A sanctioned event or activity may be approved by the membership for a calendar year schedule.
Autocross or Solo II Events. Autocross events sanctioned by SASCA shall be conducted in compliance with the published Sports Car Club of America "Solo I and II Rules" book, in effect for the year in which it takes place, and as modified and approved by the membership and Board of Directors.
Other Events or Activities. Other events or activities approved by the membership shall be conducted in strict accordance with these By-Laws or rules approved by the membership and Board of Directors and shall not place the membership in jeopardy or risk of injury or property damage. Co-sanctioned or co-sponsored events will be governed by SASCA and conducted in accordance with the By-Laws and rules pertaining to the event.
Officers. The elected Officers shall be a President, Vice President, Secretary and Treasurer. They each shall serve for one year or until there is a qualified successor.
Election. The election of new Officers shall be at the annual meeting in December. An announcement of nominations shall be posted on the club's website by the Secretary no later than ten days before the election. Proxy votes shall be accepted for election of new Officers.
Nominating Committee. The Nominating Committee shall be appointed by the President at the meeting in September and such committee shall report at the meeting in November.
Board of Directors. The above named Officers duly elected at the annual meeting and the Past President shall constitute the Board of Directors of the Association with all the powers of Directors. If the Past President is an elected officer, the 4 elected Officers shall appoint a 5th BOD member by voting.
Officer Vacancies. In case a vacancy shall occur in any of said Offices, the membership shall elect a person to fill the said vacancy until the next annual meeting.
Impeachment. Motion for impeachment of an elected Officer of SASCA will be brought before the Board of Directors in written form no later than fifteen days prior to the regular meeting at which it is to be brought before the membership. Said motion shall include charges, grievances, and recommendations. The individual making the motion to the Board of Directors will present the motion to the membership at the next regular meeting. The Board of Directors at that time will present their recommendation to the members present.
Voting on the impeachment shall be at the next regular meeting. Notice shall be provided by mail to the membership no later than ten days prior to said meeting. Approval of impeachment shall constitute a two-thirds majority vote of the membership in attendance.
Duties of Officers. The President shall preside at all meeting of the members and Officers and shall perform the duties pertaining to this office. The President may call meetings of the members under the provisions of Article III, Section 3. The President shall be the Chief Executive of SASCA. The President shall be responsible for filing the annual Internal Revenue Service Form 990 by May 15 of each year. Additionally the President shall be responsible for filing the State of Texas Secretary of State's periodic report of the status of SASCA. This report is sent out by the State every 3-5 years.
The Vice President shall attend all meetings of the members and Officers, and shall perform the duties of the President in the President's absence or in the case of the resignation or inability of the President to act. The Vice President shall be the Chairman of the Activities Committee.
The Secretary shall attend all meetings of the members and Officers, and shall perform all duties incident to this office and maintain custody of the corporate seal. In the absence of the Secretary from any meeting a "Secretary Pro Tempore" shall be appointed by the presiding Officer.
The Treasurer shall attend all meetings of the members and Officers, and shall have custody of all monies, debts and obligations belonging to SASCA. The Treasurer shall receive all monies of SASCA and deposit same in a bank account in the name of SASCA, shall make all payments of debts of SASCA. The Treasurer shall give a report on the financial status of SASCA at meetings of the membership as requested by any BOD member. No obligation, debt or other liability shall be incurred in the name of SASCA by the Treasurer. In the absence of the Treasurer from any meeting a financial report may be provided to the presiding Officer, who will present the report.
Board of Director Meetings. Board of Director meetings may be called by any Officer. All Board members will be notified prior to the meeting. The Board shall be tasked with long range planning and formulation of policy, and shall appoint standing committees and conduct normal SASCA business. Three-fifths of the Board shall constitute a quorum.
Expenses Incurred by Board of Directors. The Board of Directors shall incur no single expense over five hundred dollars ($500.00) without approval of the majority membership present at a duly called meeting.
Appointment of Committees. Standing Committees shall be appointed by the Board of Directors as they require from time-to-time, and the Board of Directors shall outline the duties and responsibilities of such Committees.
Reports or Actions. All reports or actions taken by a Committee will be voted on by the entire Committee and presented to the Officers at the next Board of Director's meeting.
Fiscal Year. The fiscal year of SASCA shall be the calendar year.
General. All persons or groups extending credit to, contracting with or having a claim against SASCA, membership or Officers, shall look only to the funds and property of SASCA for payment of said debt, damage, judgment, or any other money that may otherwise become due or payable to them from SASCA. The Officers shall not be personally liable therefore.
Personal Liability. Under no circumstances shall SASCA membership or Officers be responsible for any debts, damages or liabilities of any kind, or notes, incurred or sustained by any persons acting in SASCA's name, without prior written approval from the Officers.
Amendment of By-Laws or Articles of Incorporation
Proposal of Amendment. The Officers or any regular member of SASCA in good standing may propose an amendment to the By-Laws or Articles of Incorporation. Upon such proposal, a copy of the proposed amendment will be submitted to the Board of Directors no later than fifteen days prior to the next meeting at which time the proposal shall be made to the membership. The Board shall make their recommendations known at said meeting.
Notice of Proposal and Approval. Formal notice of the proposed amendment to the By-Laws or Articles of Incorporation shall be emailed to the membership at the email address noted on their membership application or as updated in writing to SASCA's Secretary no later than ten days prior to the next meeting at which the proposal will be voted upon. Approval shall constitute a majority vote of those who vote. Proxy votes shall be accepted.