VSCCA BY-LAWS REVISED FEBRUARY 2015
|Section 1.||Name. The name of the Club shall be the Vintage Sports Car Club of America, Incorporated.|
|Section 2.||Purpose. The primary purpose of the Club shall be to encourage the acquisition,
preservation, and restoration of Vintage Sports Cars; also to act as a source of technical
information, to establish rules and regulations covering all activities of the Club, to provide
and regulate events and exhibitions for Vintage Sports Cars and their owners, to encourage
careful and skillful driving on public highways, and to own real and personal property, as
incidental to the foregoing purposes.
|Section 3.||Emblem. The Club emblem shall be such design as the Board of Directors may adopt|
|Section 4.||The Corporate Seal. The corporate seal shall be circular in form, being inscribed with the
name of the Club, and such other device or inscription as the Board of Directors may
Eligibility, Membership, and Dues
|Section 1.||Eligibility. For purposes of participating in VSCCA events, a “Vintage Sports Car” is defined as
a car conforming to one of the following classes:
|CLASS I||Sports cars and race cars built before 1945.|
|CLASS II||Rare or unusual sports cars and race cars built after 1944 but not after
December 31, 1959. “Rare or unusual” to be determined on an individual basis by
the Car Classification Committee, with the approval of the Board of Directors
(See Article VII, Section 3).
|CLASS III||Formula Junior cars built before December 31, 1964.|
|CLASS IV||Sedan Class cars built before December 31, 1965.|
|CLASS V||Extremely rare or unusual cars built after December 31, 1959 but prior to December 31, 1965, may be approved on an individual chassis number basis by the Board upon the advice of the Car Classification Committee. The Board, at its discretion, may further identify these cars with a log book of a different color than is used for the cars in Class 2.|
|a.) In special circumstances, the Board of Directors has the authority to approve, on
the request of those members responsible for organizing a race event, exceptions
to the rules specified in the Car Classification System defined in Section 1, above.
Such exceptions will be limited to the specific race event in question, and will be
subject to whatever other conditions the Board may lay down. Notice of this Board
approval must be given in the general notice of the event mailed to all members.
|b.) The Car Classification Committee may, with the approval of the Board of Directors,
make eligible certain cars built after December 31, 1959, if such cars are identical
with others in a series the production of which began on December 31, 1959 or
|Section 3.||Members. Membership in the Club shall be restricted to owners of Vintage Sports Cars, and
persons interested in the purposes of this Club. A prospective member shall be proposed by
two members in good standing, and approved and elected by a membership committee. (The
requirement for two Proposers may be waived at the discretion of the Board of Directors.)
|Section 4.||Classes of Membership|
|Active. Any person who is the present, past or potentially future owner of a Vintage
Sports Car, has been elected under Section 3 of this Article, and has paid the annual
dues required hereunder.
|Honorary. Any person proposed and elected by the Board of Directors at their sole
discretion shall be deemed an Honorary Member and not subject to the payment of
annual dues. Their rights and privileges of membership are otherwise identical to that
of an Active Member including full participation in Club events and ability to hold
|Section 5.||Dues .Annual dues for the membership and initiation fees for new members shall be
established each year by vote of the Board of Directors, and shall be payable within thirty
days after billing by the Treasurer. Non-payment after sixty days will generate
correspondence in the form of a letter, email or phone call from the Treasurer or Secretary to
the non-paying member to establish the intent of the delinquent member. If the intent is to
remain a member, prompt dues payment will be required and if not forthcoming within an
additional thirty days, said membership may be suspended and privileges of membership
|Section 6.||Privileges. Active and Honorary members are entitled to all Club privileges and shall have the
right to vote at all meetings of the members.
|Section 7.||Expulsion. Any member may be expelled for infraction of Club rules, or such other causes as
may be determined by the majority of the Board of Directors as being in the best interests of
the Club. However, before such action is taken, the member shall be notified of any proposed
expulsion and shall have an opportunity to submit in writing or in person his position with
reference to such proposed action.
|Section 8.||Resignation. Any member may resign by directing a letter of resignation to the Secretary. His
resignation shall be effective on receipt, provided all indebtedness to the Club is paid.
Meetings of the Members
|Section 1.||Annual Meeting. The annual meeting of the members shall be held between November 1
and December 15 of each year, for reports of officers and committees, and such other
business as lawfully may come before the meeting.
|Section 2.||Special Meetings. In addition to any provisions of the law, special meetings of the members
may be called by the President, or by a majority of the Board of Directors.
|Section 3.||Notice of Meetings. A written notice, stating the place, day, hour, and purpose of any
meeting of the members, including special meetings, shall be given by the Secretary not less
than 14 days nor more than 30 days before such meeting, to each member by mailing,
emailing or otherwise conveying such notice to the contact information of each member in
the records of the Club.
|Section 4.||Quorum and Voting. At all meetings of the members, a quorum, for the purpose of acting on
any business before the meeting, excepting the amendment, addition or repeal of the
Articles of Association and the By-Laws, shall consist of either twenty (20) or a majority of the
active members, whichever be the lesser. At the request of a majority of the active members
present at any meeting the voting on any question shall be by ballot.
Officers and Directors
|Section 1.||Officers. The elected officers of the Club shall be a President, Vice-President, Secretary, Treasurer, Activities Chairman and Editor of the Bulletin. Their term of office shall be the same as the fiscal year of the Club, and/or until a successor is elected or appointed. They shall be elected by mail ballot sent to all members.|
|Section 2.||Board of Directors. There shall be a Board of Directors consisting of the officers elected under Section 1 of this Article and not less than one (1) nor more than five (5) additional Directors, the number to be fixed at each Annual Meeting. Their term of office shall be the same as the fiscal year of the Club, and/or until a successor is elected or appointed. These
additional Directors shall be elected by mail ballot sent to all members.
|Section 3.||Nominations. The outgoing Board of Directors shall nominate a slate of officers and directors for the coming year. In addition, nomination of an alternate slate of candidates may be made by petition in writing of fifteen Active and/or Honorary Members of the Club, to be received by the Secretary no later than fifteen days before the Annual meeting.|
|Section 4.||Vacancies. The Board of Directors shall fill any vacancy occurring in any of the offices or
among its own number, such appointee to fill such vacancy until a successor is elected or
Duties of Elected Officers
|Section 1.||Duties of President and Vice-President. The President shall preside at all meetings of the
members and officers and shall perform the duties usually appertaining to this office. He may
call special meetings of members under the provisions of ARTICLE III, Section 2. He shall be
the Chief Executive Officer of the Club.In the absence of the President or in the case of his death, resignation, or inability to act, the
duties usually appertaining to that office shall be performed by the Vice-President.
|Section 2.||Duties of Secretary. The Secretary shall be sworn to the faithful discharge of his duties. He
shall attend all meetings of the members and officers and shall record all minutes and votes
in a book kept for the purpose. He shall keep an up-to-date roll of all Club members. He shall
give all notices of meetings of the members and Board of Directors required by law or these
by-laws and shall perform all duties incident to his office, required by law or by the Board of
Directors. He shall have custody of the corporate seal, and the Club’s records.In the absence of the Secretary from any of said meetings, a Secretary pro tempore shall be
chosen by the Presiding Officer.
|Section 3.||Duties of the Treasurer. The Treasurer shall, subject to such conditions and restrictions as
may be made by the Board of Directors, have custody of all monies, debts and obligations
belonging to the Club. He shall receive all monies of the Club and deposit same in the Club
account. He shall make all payments of Club debts upon approval of the President. All
contracts, checks, drafts, notes, or other orders for payment of money shall be signed in the
name of the Club by the Treasurer. He shall give bond, at Club expense, if required by the
Board of Directors. The Treasurer shall give a report on the financial status of the Club at the
Annual Meeting, and, if so requested, at any meeting of the Board of Directors. No
obligation, debt or other liability shall be incurred by the Treasurer, without the specific prior
approval of the President.
|Section 4.||Duties of Activities Chairman. The Activities Chairman shall make all arrangements for
events throughout the year, as shall be decided by the Board of Directors, and for the annual
meeting, as specified in ARTICLE III, Section 1.
|Section 5.||Duties of the Editor of Bulletin. The Editor of the Bulletin shall prepare and produce Newsletters and Bulletins as frequently as shall be decided by the Board of Directors. He shall attend and report on all meetings and activities of the Club. Should he not be able to attend, he shall appoint one of the members who will attend, to report in his place.|
Duties of Board of Directors
|Section 1.||Meetings. The President may call meetings at such time and place as he may select, and shall
call a meeting whenever requested in writing by a majority of the Directors. A written or
printed notice of all meetings shall be given by the Secretary not less than three days before
such meeting to each member by mailing, emailing or otherwise conveying such notice to the
contact information in the records of the Club. Notice of any meeting may be waived by the
Directors in writing.
|Section 2.||Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of
|Section 3.||Powers. The Board of Directors shall have the management of all of the affairs of the Club,
except such as by these by-laws or by law are vested in the officers or the members of the
|Section 1.||Appointment of Committees. The Board of Directors shall appoint special or standing
committees as it finds desirable, from time to time, and shall outline the duties and
responsibilities of such committees. All reports or action taken by a committee must be
voted by a majority of the entire committee and are subject to review and approval by the
Board of Directors.
|Section 2.||Executive Committee. The Board of Directors may appoint an executive committee, consisting of five (5) members, which shall include the officers of the Club, to exercise all of the powers of the Board of Directors.|
|Section 3.||Car Classification Committee. A Car Classification Committee will be appointed each year by the Board of Directors. This committee will issue to the membership, as required, a list of all eligible cars under ARTICLE II, Section 1, Classes II, III & IV. Only the Committee, with the approval of the Board of Directors, may alter or amend this list. All questions of car eligibility will be directed to the Committee via an Application for Car Eligibility. The applying member will be informed of the result of the Committee’s consideration of the application.|
The fiscal year of the Club shall end on the last day of December and the business of the Club for that fiscal year shall be concluded no later than 30 days after the end of the fiscal year.
All persons or corporations extending credit to, contracting with or having any claim against the corporation or the officers of the Board of Directors shall look only to the finds and property of the corporation for payment of any such contract or claim or for the payment of any debt, damage, judgment or decree, or any other money that may otherwise become due or payable to them, so that neither the members of the corporation, nor the officers, nor the Board of Directors, present or future shall be personally liable thereof.
Each officer, Director and other agent or representative of this Club now or here-after in office, and his heirs, executors and administrators, shall be indemnified by this Club against all costs, expenses and liability, including counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding or claim to which he may be made a party, or in which he may be or become involved by reason of his acts in such capacity, or, subject to the provisions hereof, any settlement thereof, whether or not he continues to be an officer, Director or agent or representative of this Club at the time of incurring such costs, expenses, and liability, provided that such indemnification shall not apply with respect to any matter as to which such person shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duty as such officer, Director or agent or representative of this Club, and provided, further, that the indemnification herein provided, shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when in the judgment of the Board of Directors of this Club, such settlement and reimbursement appear to be for the best interests of this Club. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such officer, Director or agent or representative of this Club may be entitled under any By-Law, agreement, vote of members or otherwise.
Amendments to By-Laws
Manner of Amendment. These by-laws may be amended in the following manner. Any member may present a petition, signed by ten (10) regular members in good standing to the Secretary, proposing an amendment or repeal of any By-Law. In addition, at any regular or special business meeting of the Club members, any member may move to amend or repeal any By-Law, and if such a motion be seconded and passed by two-thirds of the active members present, such action shall be considered a bona fide petition for amendment by the Secretary. The Board of Directors may initiate any petition for amendment. Such amendment
or repeal shall then be presented to the Club membership by paper ballot at a time and in a manner deemed most appropriate by the Secretary of the Club. To amend, repeal or add to the By-Laws, two-thirds (2/3) of the active members of the Club shall be required per Massachusetts General Laws, Chapter 180, Section 7 (1971); 950 CMR Section 106.09.