AZLRO Bylaws

As amended 27 January 2018

ARTICLE I

Name

1. This organization shall be known as Arizona Land Rover Owners (AZLRO).
2. And shall be hereby referenced throughout this document as the “Club” or “AZLRO”.

ARTICLE II

Objectives

1. AZLRO is organized as a non-profit corporation under the laws of Arizona for the purpose of:
   1. The enjoyment and sharing of goodwill and fellowship engendered by Land Rover enthusiasts and engaging in such social or other events as may be agreeable to the membership.
   2. Providing social, educational, and recreational activities for its membership.
   3. Participating in and supporting civic activities for the betterment of the community.
   4. Providing guidance with regard to Tread Lightly principles.

ARTICLE III

Membership and Dues

1. Land Rover enthusiasts are eligible for membership.
2. The total number of memberships shall not be limited. Each membership includes the immediate family; however, voting power is restricted to one (1) voting right per membership.
3. All members must conduct themselves in a respectable and orderly fashion whether in or out of Club activities. Any member disgracing himself in the public eye will be immediately subject to expulsion from the Club, subject to decisions by the Club Council.
4. There shall be no illegal behavior during any Club-sponsored activity.
5. Applicants for membership must be at least eighteen years of age (exceptions may be made by the decision of the Club Council), must hold a valid driver’s license, and must show a minimum of liability and property damage insurance coverage on their vehicles.
6. Dues for this organization shall be determined by the Club Council. Dues shall be payable in advance and shall be payable annually on or before a member’s anniversary date. Any member whose dues are three (3) months in arrears shall be dropped from the rolls of this organization. Nothing herein contained shall prevent a reinstatement of a delinquent member upon payment in full of the unpaid dues, together with a reinstatement fee of $20.00.
7. The Club Council may choose to define membership types.
8. Members shall immediately notify the Club Council upon a change of address, e-mail address, mailing address, or telephone number.
9. Resignations of any member shall be in writing and submitted to any Club Council Member.

ARTICLE IV

Meetings

1. Meetings of the membership of AZLRO shall be held every month or at such time and place as may be designated by the members of the Council. Regional members may hold separate meetings to facilitate participation in different locations.
   1. Decisions made from the voting membership can be accomplished by voting via email or other methods defined by the club Council.
2. Club Council meetings shall be held separately from the regular membership meeting at a frequency, time and place as may be designated by the Club Council.
   1. Fifty-one percent (51%) of the voting Club Council shall constitute a quorum for a Club Council meeting.

ARTICLE V

Elected Officers

1. The elected Club Council Members of the club shall consist of an odd number of members, with a minimum number of three members and shall be known as the “Club Council”. It shall be their duty to support Club Council and membership meetings. A Treasurer shall be selected from the elected Club Council members and by the Club Council Members, to facilitate the management of club finances as directed by the Club Council.

ARTICLE VI

Duties and Powers of Club Council Members

1. Club Council members shall preside over all membership and Club Council meetings and be present at all events when possible. They shall have the duty to carry out the policies and decisions of the Club Council. Club Council Members shall have authority to sign checks in the event the Treasurer is unavailable.
2. Club Council Members shall keep and preserve all records and minutes of the meeting of the regular membership and the Club Council shall keep a file system of membership and shall receive and answer all general correspondence pertaining to the organization.
3. The Treasurer shall keep accurate and complete records of the funds and accounts of this organization and shall collect all dues and maintain a record thereof. He/She shall make only such disbursements from the funds of the organization as are directed by the Club Council and Article VII hereof.

ARTICLE VII

Expenditures and Finance

Section 1 – Expenditures and Authority to Incur Obligations and Indebtedness

1. All monies received from all sources shall immediately be turned over to the Treasurer to be deposited in the checking account of AZLRO.
2. No withdrawal from funds shall be made without the approval of the Club Council. Single expenditures in excess of one hundred dollars ($100.00) must have an approval of the majority of a voting quorum of the Club Council. All expenditures shall be made by check, and the item for which each check drawn shall be designated on the check.
3. Only the Elected Officers or persons authorized by the Club Council to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred solely as corporate obligations. No personal liability whatever shall attach to or be incurred by any member or Elected Council Member of the Club by reason of any such corporate obligations or liability.
4. No Elected Council Member or any other person authorized by the Club Council to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club in excess of the sum of $25 without approval of a majority of the Club Council, except for expenses related to the Club’s official publications or other appropriate purposes determined by a majority of the Club Council to be for the benefit of the Club.

Section 2 – Unauthorized Obligations

1. No elected Council Member or any other person authorized to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club which is not for the general benefit of the entire membership of the Club, nor shall the Club Council approve the incurring of any such obligation or indebtedness.

Section 3 – Personal Liability for Unauthorized Obligation

1. The incurring of any obligation or indebtedness in the name of the Club by any Elected Council member or member in contravention of these Bylaws shall be an ultra vires act. The person or persons responsible for such act or acts shall be personally liable, individually or collectively, to the Club in an amount equal to the obligations or indebtedness which the Club may be required to pay.

ARTICLE VIII

Committees and Delegates

1. Delegates to the Arizona Association of Four Wheel Drive Clubs, Inc. (AZ4WDCI) shall be appointed by the Club Council. These delegates will be considered TBD.

ARTICLE IX

Election of Officers

1. The membership shall meet and elect officers for each election term at the annual meeting or at such time or place as otherwise determined by the Club Council. Voting shall be coordinated through direction of the Club Council.
2. Each office term shall last no more than 2 years, and shall end on June 30.
3. Balloting for each Club Council member shall be held by secret ballot. All ballots for Club Council members must be counted and checked by three members other than the nominees.
4. Votes cast shall be from club members only and is necessary for election to the Club Council.
5. In the event of a vacancy of a Council Member, an election by the club shall be called to elect a successor.

ARTICLE X

Recall

1. Any Elected Council Member of AZLRO may be recalled by a majority vote of the entire membership.

ARTICLE XI

Rules and Procedure

1. Unless otherwise specified in the Articles of Incorporation, Robert’s Rules of Order Revised shall govern Parliamentary Procedure.

ARTICLE XII

Amendments

1. The Bylaws may be amended by a majority of the votes cast in a referendum of the membership.
2. A selected Council Member shall generate any amendment, to be sent by mail, by electronic means or any combination thereof, to all active members a ballot and a copy or facsimile of the proposed amendments and their explanations. The ballot shall specify a final return date of not less than 30 days nor more than 45 days from the date of the initial mailing/notice.
3. In addition, the Club Council may investigate procedures for electronic voting on such referenda, giving due consideration to methods of voting which are reasonably secure, non-duplicative, and convenient, and which provide the essence of the ability to have the votes sent to and recorded by the Secretary. If the Club Council is satisfied that it has arrived at procedures that are efficacious and suitable for balloting, it may adopt electronic voting procedures that may supplement mailed balloting procedures, and that may supersede mailed voting procedures for members not objecting to voting by email or other electronic means.