Finger lakes Lakes Ice Racers membership voted and approved bylaws.

12-4-2011

Mission statement.

Finger Lakes Ice Racers exists to further the sport of ice racing cars in and beyond the Finger Lakes region of New York State, and to expand and promote the sport of ice racing cars safely and in an environmentally responsible way.

Article 1

Name

The name of this corporation shall be Finger Lakes Ice Racers. (FLIR). It is doing business as Finger Lakes Ice Racers. (non profit)

Article 2

Objectives

The objectives of this club shall be to:

1. Help develop, maintain, and support the sport of ice racing.

2. Develop and maintain a financial position to support the above goals

3. Operate as a non profit, non stock organization in the state of New York.

Article 3

Members

1. A member in good standing is one who pays the required annual fees. Only one vote is granted to each member.

2. The responsibilities and duties of membership in FLIR are:

2.1 take an active interest in the sport of ice racing.

2.2 demonstrate a willingness to work in support of the activities of this organization including participating in committee membership and providing volunteer hours as established by the board of directors and defined in the policies and procedures.

2.3 Pay fees and dues in a timely manner as addressed in the policies and procedures

3. Any member under the age of eighteen shall have one (1) parent or guardian become a member of the club.

3.1 Any driver under the age of eighteen shall have a parent or guardian that must be present at any event they wish to compete in.

Article 4

Board of Directors

1. The Board of directors shall consist of the president, vice president, all directors and secretary.

2. The members of the board shall be elected annually by the membership at the annual meeting and by ballot. A Board member serves a one year term and may be re elected at the next Annual meeting.

3. The Board of Directors shall consist of no less than four and no more than eight.

4. The Board shall perform all duties by these Bylaws and FLIR rules, policies, and procedures.

5. The Board shall be the governing body of FLIR with full power and authority to manage, conduct, and control the business and affairs of the FLIR and shall have the powers and duties necessary for the administration of FLIR affairs, and for the operation and maintenance of any and all assets. All actions taken by the Board shall be considered to be acts of the FLIR. They may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they deem proper, and must be consistent with these bylaws, the Articles of Incorporation, and the laws of New York State.

6. Empowerment of the Board. Without limiting the generality of the foregoing, the Board shall be empowered and shall have the duties as follows:

-- to borrow funds and to give security therefore in order to pay any expenditure or outlay required pursuant to the authority granted by the provisions of the Articles of Incorporation, these Bylaws, and the Laws of the State of New York, executing all such instruments evidencing such indebtedness as the Board may deem necessary; and such indebtedness shall be the obligation of FLIR.

-- to establish one or more bank accounts for the common treasury and for all separate funds which are required or may be deemed advisable by the Board.

-- to keep and maintain, or cause the same to be kept and maintained, detailed, accurate records in chronological order of receipts and expenditures affecting FLIR.

-- to buy or otherwise acquire, sell or otherwise dispose of, mortgage or encumber, exchange, lease, hold, use operate or otherwise deal in and with real, personal and tangible property of all kinds and all rights or interests therein for any purpose of FLIR

-- to enter into contracts for services and facilities for the benefit of FLIR and to do all acts that a natural person could do for the benefit of FLIR.

7. Contract Authority. No contract shall be entered into and any member or Officer shall incur no debt on behalf of FLIR, except as expressly authorized by the Board. The authority granted may be general or confined to a specific instances.

8. Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Board shall be held monthly during race season and are open to the membership. Special meetings of the Board can be called by the president or the request of three members of the Board.

9. Location of meetings. All meetings of the board of Directors shall be held at such location as shall, from time to time , be designated by the Board in a central location of membership.

10. Waiver of Notice. Before or at any meeting of the Board, any Board member may, in writing , waive notice of such a meeting; and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Board member at any meeting of the Board shall constitute a waiver of notice by him or her of the time and place thereof; unless the Board member attends the meeting for the express purpose of objecting to the transaction of any business before the meeting, which is not lawfully called or convened.

11. Action taken without meeting. The Board shall have the right to take any action in the absence of a meeting, which they could take at a meeting by obtaining the written approval. Any action so approved shall have the same effect as though taken at a meeting of the Board.

12. Meetings by telephone. The Board members may participate in a meeting by means of a conference telephone or similar communications arrangement by which all participants in the meeting can hear each other at the same time. Such participation shall be equivalent for all purposes to attendance in person at such meeting.

13. Quorum. At all meetings of the Board, a majority of the board present shall constitute a quorum for the transaction of business; and the act of a majority of the board present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided in these Bylaws. In event that, at a meeting of the Board, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. When the adjourned meeting is subsequently held, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

14. Special Meetings. Special meeting of the Board may be called by the president or by three members of the Board. Special meetings may be open to the general membership at the discretion of the requestor(s).

15. Vacancy. Vacancies in the board shall be filled by a majority of the Board with a minimum of one week notice to the membership prior to the election. Each person so elected or appointed shall be an Officer or Director for the remainder of the term of the Officer or Director so replaced.

16. Removal of Board Member. Any one or more of the members of the Board may be removed, with or without cause, by a two-thirds vote of the full Board.

Any member of the Board whose removal has been proposed shall be given an opportunity to be heard at such Board meeting prior to the vote.

17. Voting Members. Only members of FLIR are eligible to vote in election for the Board.

18. Member in Good Standing. Each Board member shall be considered a member in good standing of FLIR.

Article 5

Officers and other Board Members

1. The Officers of the corporation shall be; President, Vice president, Secretary, Treasurer, Directors, past President, and Members at Large.

2. Election and Terms. The Officers of the corporation and other Board members shall be elected annually by the membership at the Annual Meeting or by ballot. The Board shall serve a term of one year beginning on January 1 following election. One person may hold concurrently any two offices; provided, however, that the same person shall not hold the offices of President and Secretary or President and Treasurer.

3. President. The President shall be the chief executive officer of the Corporation and is subject to the control of the Board of Directors. The President shall supervise and control all of the business and affairs of the corporation in accordance with the Bylaws, FLIR policies and procedures, and the relevant laws. The President should preside at all meetings of the Board and shall cause to be called regular and special meetings of the Board in accordance with these Bylaws. The President shall have the power to appoint committees from among the members of the Board and/or the FLIR membership, from time to time, to assist in the conduct of the affairs of the Corporation. The President shall enforce these Bylaws and FLIR policies and procedures, and perform all duties legally required by the position and office of president.

4. Vice President. In the event that the President is unable to perform his/her duties for any reason, the Vice President shall have the powers and authority and shall perform all functions and duties of the President. The Vice President shall perform all duties as defined in the FLIR policies and procedures or as assigned by the President.

5. Secretary. The Secretary shall maintain all minutes of the meetings of the Board and minutes of all meetings of the corporation; He/She shall have charge of such books and papers as the board may direct; and He/She shall perform all duties required by the office of secretary. The secretary shall perform all duties as defined in the FLIR policies and Procedures or as assigned by the president.

6. Treasurer. The Treasurer shall have the responsibility for supervising all receipts and disbursements in the books belonging to the corporation and filing required taxes and documents.

He/She shall perform all duties required by the office of Treasurer. The Treasurer shall perform all duties as defined in the FLIR policies and procedures or as assigned by the President.

7. Agreements, Deeds, checks, Etc. All agreements, deeds, leases, checks and other instruments of the corporation, shall be executed by the Treasurer in accordance with the FLIR polices and procedures. All checks drawn on the general operating account shall be signed by (2) members of the board. Other accounts may be established with signature policies as determined to be necessary by the Board.

8. Committee Responsibility. Each member of the Board with exception of the President shall be responsible for at least one committee, and will present committee reports and goals at the regularly scheduled meetings. In event of absence from a Board meeting, the report shall be submitted in writing in advance, to an attending Board member.

9.Ressignation. Any officer or Director may resign by giving a written notice to the board.

10. Compensation. All Board members and directors shall serve the corporation without compensation. Reasonable business related expenses which have prior approval of the Board may be reimbursed.

Article 6

Meetings

1. Annual Meeting. An Annual meeting of the FLIR membership shall be held at least annually in a month selected by the Board. The Annual meeting shall be held for the purpose of electing Board members and officers, distribution of annual report(s), and any other business that may arise. The annual report(s) shall also be published in the next newsletter. Ten members of FLIR including at least three Board members shall constitute a quorum.

2. Special Meetings. Special Meetings of the FLIR membership may be held if approved by a majority of the Board.

Article 7

Committees

1. Executive Committee. An Executive Committee shall not constitute a majority of the Board and a majority of the members of the Executive Committee must be members of the Board. The President shall chair this Committee and shall vote only in the case of a tie. The duties of this committee are:

A. Be responsible for auditing FLIR' s accounts on an ongoing basis and at the close of the fiscal year, as well as having an independent audit conducted by a Certified Public Accountant periodically. The final audit shall be included in the president's Annual Report.

B. Shall constitute a Board of Grievance. By a majority vote of the Executive Committee, the Board of Grievance may recommend to the Board any of the following:

* To reprimand a member.

* To expel a member.

2. Nominating committee: At least one month prior to the annual meeting, a Nominating Committee of three members shall be appointed by the Board. The President shall appoint a chairman and it shall be the duty of the nominating committee to nominate candidates for the offices to be filled at the Annual Meeting. The nominating committee shall submit a slate of candidates to the membership by mail at least (3) weeks prior to the Annual Meeting. Additional nominations from the floor shall be permitted.

3. Other Committees. Other committees may be formed from time to time at the request of the Board. Such other committees, standing or special, shall be appointed by the President or the Board as deemed necessary to carry the work of FLIR.

Article 8

Parliamentary Authority

The rules contained in the current edition of "Robert's Rules of Order Newly Revised" shall govern FLIR in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order FLIR may adopt.

Article 9

Amendment of Bylaws

These Bylaws can be amended at a general or special meeting of the FLIR by a two-thirds vote of the current membership present.

Article 10

Amendment of FLIR policies and procedures

The FLIR policies and procedures will be reviewed from time to time and can be amended by the Board at a general or special meeting by a simple majority, provided that the changes have been submitted in writing to the Board in advance of the meeting.

Article 11

Dissolution

No distribution of the property of this corporation shall be made until debts are fully paid, and then only upon complete dissolution. Upon such dissolution , the balance of the assets of the FLIR shall be distributed under the direction of the Board of Directors