OF THE NEW ENGLAND MG T REGISTER, LTD.
NAME, ADDRESS, PARENT CLUB, PURPOSE AND POLICY
Section 1. Name: The name shall be the Chesapeake Chapter of the New
MG T Register, Ltd., hereinafter referred to as the Chapter.
Section 2. Location: The principal address of the Chapter shall be
as the duly elected and acting Secretary- Treasurer designates, with the approval of the Board of
Section 3. Parent Club: The Chesapeake Chapter of the New England MG T
Register shall be a Chapter of the New England MG T Register, Ltd., but shall not be bound by the bylaws
of the New
England MG T Register. The Chapter, however, proposes by these bylaws to adhere to the spirit of the New
Section 4. Purpose: The purpose of the Chapter shall be to encourage
the ownership, operation,
preservation, and enjoyment of the MG T Series and Vintage MGs. Also, to arrange and regulate sports car
events and exhibitions to
encourage safe and courteous conduct on public highways, to develop and provide technical information
relevant to any
of these purposes. It supports the active use of these cars and encourages the exchange of technical,
social information through the pages of The Square Rigger (TSR) and also through the national The Sacred
Section 5. Policy: The Chapter shall be a not-for-profit entity which
conducts amateur automotive events for the
participation and enjoyment of its members.
No member of the Chapter shall use the name of the Chapter for any advertising,
promotion, endorsement of products or
services, or like purposes. Privacy of membership or mailing list information shall be maintained and such
information shall not be reproduced, conveyed to another entity, or utilized in any manner contrary to
except as may be permitted by the Board of Directors and affirmed by the members, or as compelled by
does not preclude the Chapter and its members from advertising or promoting the Chapter's events and
include the sale of its regalia.
MEMBERSHIP AND DUES
Section 1. Membership: membership in the Chapter shall be based on
being a member in good standing of the New England
MG T Register, Ltd.
(a) FULL: owners of the following MGs: TA, TB, TC, TD, TF, Y, ARNOLT,
LESTER, if these cars
are powered by the MPJG or XPAG, XPAW, or XPEG family of engines and such engines were fitted
(b) VINTAGE: owners of pre-1940 non T Series MGs.
(c) ASSOCIATE: owners of eligible cars not fitted with MPJG, XPAG, XPAW,
or XPEG engines and
those who just want to be associated with the Chapter.
Section 2. Privileges of Membership: A member entitled to vote shall
be any person and/or spouse/significant other,
residing at the same address, duly accepted to membership who is not under suspension or in default on
fees and who has not been expelled. Other dependent family members, residing at the same address or full
students residing elsewhere, shall be entitled to all the privileges of a member except that they shall
entitled to vote or to the separate receipt of notices and publications.
Section 3. Acceptance of Membership: MG ownership shall not be a
prerequisite to membership. The sole requirement
for acceptance to membership shall be possession of, or the eligibility to possess, a valid drivers
Board of Directors shall thereupon accept or fail to accept such person to membership in the Chapter
his/her membership application, receipt of dues and any other relevant information which may be brought
Board. The chapter shall not practice discrimination on the basis of gender, ethnicity, sexual
religious persuasion or national origin.
Section 4. Suspension and Expulsion from Membership:
Membership shall automatically lapse for non-payment of dues 30
days after the start of the fiscal year for which they are payable. A member may be suspended at any
advance notice, for infraction of any Chapter rule or for any other cause, by a majority of the Board of
they deem such suspension to be in the best interests of the Chapter. Loss of driving privileges due to
or maturity does not constitute an infraction of a Chapter rule. The Board shall immediately notify the
suspended, in writing, of the suspension. The suspended member shall be given a reasonable opportunity
to be heard,
in person or by a representative, by the Board of Directors, concerning the reason for his/her
suspension. The Board
of Directors my thereafter terminate the suspension or continue it for a definite term, or expel the
member. The Board
decision may, at the request of the member concerned, be reviewed by the members at any meeting of the
majority of the members voting at the meeting may overrule the Board of Directors as long as 20 percent
or more of
the membership is present.
Section 5. Dues and Fees. Dues for members shall be determined by the
Board of Directors prior to each fiscal year.
Such dues to apply to the fiscal year, except that annual dues paid by members accepted into membership
Chapter after the first half of the fiscal year shall be pro-rated on a semi-annual basis. Annual dues
shall be due
and payable on the first day of the fiscal year. Dues are not subject to refund.
Section 6. Members shall hold the Chapter and Directors harmless for any
personal or property loss connected in any
way with the organization or its meetings.
MEETING OF MEMBERS
Section 1. Annual Meeting: The annual meeting of the members shall
be held in conjunction with the Chapter Mini-GOF,
traditionally held in the first weekend in May, at a place identified by the Board of Directors. The
establish a different date/time, should the Board establish that such a change would be of convenience
members. Notice of such meeting stating the time, the place and the purpose thereof shall be served,
personally or by mail, upon each member of record, not less than 15 days before the date of such
Section 2. Regular Meetings: Regular meetings may be established
at such time and place as shall be designated by
the Board of Directors. Notice of such meetings shall be served upon each member.
Section 3. Special Meeting: A special meeting of the members may
be called at any time by a majority of the Board of
Directors or by the Chairman. The Board of Directors shall also call a special meeting of the members
requested in writing by members representing more than 25 percent of the voting membership. When such
meeting is called, the meeting must be held not more than 30 days after receipt of said request at a
time and place
designated by the Board of Directors. Notice of a special meeting shall be served upon each member in
the same manner
as notice of the annual meeting. Such notice shall specify the day, hour and place of the meeting and
the purpose of
the meeting. Any proposal to be submitted by a member for consideration at such a meeting must be
writing to the Board of Directors and will be included with the official notice. No business other
specified in the notice shall be transacted at such special meeting.
Section 4. Quorum: At any meeting of the members, the members
present and entitled to vote at said meeting shall
constitute a quorum, except when a greater representation of members shall be required by these
Section 5. Voting: At all meetings of members, all questions
except the question of the amendment of these bylaws and
the election of directors, and except all such other questions the manner of deciding which is
specially regulated by
statute, shall be determined by voice vote of the voting members present. However, any ten members
present may by
petition to the Chairman demand that the voting membership present be polled by secret ballot, in
which event it
shall be done. Each voting member present in person at said meetings shall be entitled to one vote on
When appropriate, voting may be accomplished by mail, using pre-prepared ballots, as authorized by the
Section 1. Officers and Term of Office:
The officers of the Chapter shall be a Chairman, a Vice Chairman, plus
Secretary-Treasurer, Membership Chairman, Events Chairman, Technical Advisor, Regalia Chairman,
Editor, Historian, and Chairman Emeritus. All officers, except for Chairman Emeritus, shall be
and shall hold office for two fiscal years or until their successors are duly chosen. The newly
shall assume their offices at the first Board of Directors meeting of the next applicable term
election. The Chairman Emeritus, an honorary director at-large, shall be any former elected Chairman
Chapter who has served a total of not less that ten years on the Board of Directors as so recognized
appointed by a majority of the Board of Directors, shall be an appointed officer and shall hold
no fixed term of expiration, assuming office upon appointment by the Board of Directors.
Section 2. Nomination of Officers: A slate of candidates for
elected office shall be presented to the membership
by a Nomination Committee, presided over by the Vice Chairman, not less than 30 days prior to the
for the election. Only members in good standing are eligible to serve as officers. Any member may
verbally, or in
writing, nominate any other member as a candidate for office.
Section 3. Election of Officers: The elected officers of the shall be
elected by the members in November of each
even numbered year, either by convening a special meeting, or by mail, as the Board of Directors
Special elections to fill unexpired terms may occur at such times as circumstances and the Board of
appropriate. The appointed officers of the shall be elected by the members of the Board of Directors
at any meeting
of the Board of Directors, or by mail, as the Board of Directors deems appropriate. Voting shall be
(a) The Secretary-Treasurer shall certify all members voting to be members in
(b) The Secretary-Treasurer shall count and tabulate the ballots and report the
results to the Board of
Directors, who shall then inform the membership.
(c) Each office shall be awarded on the basis of a majority number of votes cast
for any one individual for
that particular office. If a majority is not achieved by any one individual on the first ballot, a
shall be run off between the two candidates who received the highest number of votes on the first
Section 4. Powers and Duties of Officers:
(a) The Chairman shall preside at meetings of members and of the Board of
Directors; shall present at each annual
meeting of the members and the Board of Directors a report of the condition of the affairs of the
announce regular and special meetings of the members and the Board of Directors in accordance with
shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents
and other employees
of the Chapter, other than officers, subject to the approval of the Board of Directors; shall
execute all agreements
in the name of the Chapter, and shall see that they are properly carried out; shall see that all
statements, and certificates required by statute are properly kept, made and filled, according to
law; shall certify
the action taken on all applications for membership in the Chapter; may sign and make, in the name
of the Chapter,
checks, warrants or orders for the payment of money and may pay out and dispose of the same,
subject to the
provisions of these bylaws, but this provision shall not be construed as indicating one's
signature is necessary
to the instruments mentioned.
(b) The Vice Chairman shall assume the duties of the Chairman in his or her
absence, shall preside at meetings of
the Nomination Committee, and perform other duties as assigned by the Chairman.
(c) The Secretary-Treasurer shall:
(1) Render a statement of the condition of the finances of the Chapter at
meetings of the
members and at meetings of the Board of Directors when required by the Board; shall keep true
and correct books of
account of all the Chapter's business and transactions, and shall keep other books of account as
the Board of
Directors may direct, and shall do and perform all other duties pertaining to the office of
(2) Keep, in appropriate books, the minutes of the meetings of members
and of the Board
of Directors; shall give and serve all notices required by statute or by these bylaws; shall be
custodian of the
minutes book and the seal of the Chapter; shall keep all other Chapter records in a manner
prescribed by statute;
shall lay before the Board of Directors all communications addressed to him or her as an officer
of the Chapter;
and shall attend to all correspondence and perform all duties incident to the office of
(d) The Membership Chairman shall handle all correspondence dealing with
membership and maintain the membership
(e) The Events Chairman shall plan and organize all activities of the
Chapter, including the promulgation of
rules and regulations pertaining thereto, subject to approval of the Board of Directors.
(f) The Technical Advisor shall maintain and disseminate information of a
technical nature pertaining to the
preservation and enjoyment of MG-T series and Vintage MGs.
(g) The Regalia Chairman shall procure regalia appropriate for sale to
Chapter members and other interested
parties, at Chapter and other relevant events, and maintain such records of purchases and sales as
directed by the
Board of Directors.
(h) The Newsletter Editor shall prepare and distribute the Chapter
Newsletter, The Square Rigger (TSR), on an
appropriate schedule, as directed by the Board of Directors. Also, he or she shall maintain other
resources, as directed by the Board of Directors.
(i) The Historian shall maintain historical records of the Chapter and its
(j) The Chairman Emeritus shall provide advice to the board and perform
such duties as may be assigned by the
Chairman and/or Board of Directors.
Section 5. Removal of Officers: Any one or more of the elected
officers may be removed, with or without cause, by a
vote of more than 50 percent of the membership of the Chapter, at a special meeting called for that
successor shall be nominated and elected at said meeting in the manner prescribed for officers in
sections of these bylaws. Any one or more of the appointed officers may be removed, with or without
cause, by a
vote of more than 50 percent of the membership of the Board of Directors, at a special meeting
called for that
purpose. His/her successor may be appointed at any meeting of the Board of Directors in the manner
appointed officers in the preceding sections of these bylaws.
Section 6. Resignations: Any officer may resign their office at
any time, such resignation to be made in writing
and to take effect immediately without acceptance.
Section 7. Vacancies: During the absence or disability of the
Chairman, the temporary succession of the chair shall
be as follows: the Vice Chairman, the Secretary-Treasurer, and the Events Chairman, in that order.
Chairman shall perform all the duties, have all the powers and be subject to all the
responsibilities given to or
imposed upon the Chairman by these bylaws or by the laws under which the Chapter is incorporated.
Shall any permanent vacancy among the officers occur, it shall be filled by
election at the next meeting of the
members, at a special meeting called for that purpose, or by mail, following the procedures
specified in the
preceding sections of these by-laws. The filling of such vacancies shall be for the unexpired term
of the officer
creating such vacancy.
Section 8. Compensation: Chapter officers shall serve without
compensation. However, any officer may be reimbursed
for actual expenses incurred in the performance of authorized duties.
Section 9. Co-Officers: From time to time, apart from the
Chairman and Vice Chairman, any officers duties may to
be shared among two or more individuals, who shall each enjoy the rights, duties and
responsibilities of that
BOARD OF DIRECTORS
Section 1. Directors and Term of Offices:
The affairs of the Chapter shall be managed by a Board of Directors,
consisting of the elected and appointed Officers. All elected members of the Board of Directors
shall hold office
for two fiscal years or until their successors are duly chosen. The newly elected directors shall
offices at the first Board of Directors meeting of the applicable term. All appointed members of
the Board of
Directors shall hold office with no fixed term. The newly appointed directors shall assume their
Section 2. Powers and Duties of Directors: The Board of Directors
shall have the control and general management of
affairs and business of the Chapter. They shall in all cases act as a Board, regularly convened.
In addition to the
powers and authority expressly conferred on them by these bylaws, the Board may exercise all such
powers of the
Chapter and do all such lawful acts and things as are not by law or these bylaws directed or
required to be exercised
or done by the members.
Any action of the Board is subject to review by the members at any meeting of the
Chapter, upon the challenge of any
10 members, provided they signify their intention to do so sufficiently in advance of the meeting
for mention to be
included in the notice of the meeting served upon each member. The majority of the members voting
at the meeting may
overrule the Board of Directors so long as 20 percent or more of the membership is present.
Section 3. Director's Meetings: The directors shall hold an
annual meeting immediately following- the annual meeting
of members, and notice thereof need not be given. Other regular meetings of the Board of Directors
shall be held at
such time and place, and upon such notice, as the Board shall from time to time prescribe. The
hold an inaugural meeting not more than 30 days after the beginning of the term. The Board of
Directors shall adopt
its own rules for the proper conduct of its meetings.
Special meetings of the Board of Directors may be called by the Chairman at any
time. Additionally, he must, upon
written request of any four or more directors, call a special meeting to be held not more than ten
days after the
receipt of said request. Notice of a special meeting shall be served upon each director in person,
or by mail, not
less than five days before the day therein designated for such meeting.
Section 4. Action Without Meeting: The Board of Directors
shall have the right to take any action which they could
take at a meeting by obtaining approval of a majority of Directors in lieu of holding such
meeting. Any action so
approved shall have the same effect as though taken at a meeting of a Board of Directors. The
agreed action is to be
documented and duly recorded at the next meeting of the Board of Directors.
Section 5. Quorum: At any meeting of the Board of Directors, a
majority of the current membership of the Board shall
constitute a quorum for the transaction of business, and the act of a majority of the Directors
present at a meeting
shall be the act of the Board of Directors. At all meetings of the Board of Directors, each
Director shall have one
vote on every question.
Section 6. Resignation of Directors: Any Director may resign
their office at any time, such resignation to be made in
writing and to take effect immediately without acceptance.
Section 7. Vacancies: Shall any permanent vacancy among the
directors occur it shall be filled by special election at
the next regular meeting of the members, at a special meeting called for that purpose, or by mail,
procedures specified in Article IV, Sections 2 and 3. The filling of such vacancies shall be for
the unexpired term
of the director creating such vacancy.
Section 8. Death or Resignation of the Entire Board:
In case the entire Board of Directors shall die or resign, or
otherwise cease to be directors, any member entitled to vote may call a special meeting of the
members in the same
manner as the President may call such meetings, and directors for the unexpired terms shall be
elected at such
Section 9. Compensation: Members of the Board of Directors
shall serve without compensation. However, directors may
be reimbursed for actual expenses incurred in the performance of authorized duties.
The Chairman shall establish committees or positions as desired to help carry
on the affairs of the Chapter, and
shall outline in writing the powers, duties and responsibilities of such committees/positions.
All reports or action
to be taken by a committee/position must be approved by the Board of Directors.
Each officer, director and committee member, in consideration of his or her
services as such, shall be indemnified by
the Chapter to the extent permitted by law against expenses and liabilities reasonably
incurred in connection with the
defense of any action, suit, civil or criminal proceeding to which he/she my be a party by
reason of a past or present
role as an officer, director or committee member of the Chapter, unless such action, suit or
proceeding was a result
of gross negligence or willful misconduct.
The official emblem of the Chapter is as shown:
Section 1. Fiscal Year: The fiscal year of the Chapter
shall be the calendar year.
Section 2. Chairmans Discretion: The Chairman shall
have the right, at his or her discretion, to review and approve
all bills and invoices prior to payment by the Secretary-Treasurer. The Vice Chairman
shall have the right at his or
her discretion to review and approve all bills and invoices turned in by the Chairman
prior to payment by the
Section 3. Authorizations: The Board of Directors
shall establish maximum amounts authorized for any single
expenditure by (1) the Chairman and (2) the Board of Directors itself, without prior
approval. These maximum amounts
shall remain in effect until and unless changed by the Board of Directors.
Section 4. Audit: The books of account of the Chapter
shall be audited annually at the close of the fiscal year by a
committee so designated by the Board of Directors, but no director may be a member of this
requirement may be waived by a majority vote of the Board of Directors, if the Board
should determine that the
Chapters fiscal activity for the prior year was insignificant. The books of account of the
Chapter shall be audited
at the close of tenure of the Secretary-Treasurer as prescribed above. Such requirement
shall not be subject to
Section 5. Inspection: The Chapter books, records and
papers may be inspected by any member, at such reasonable time
and place as may be arranged with the officer responsible for such records.
BILLS, NOTES AND OTHER NEGOTIABLE INSTRUMENTS
All checks, warrants and orders for the payment of money shall be in
the name of the Chapter and shall be signed by
the Chairman or the Secretary-Treasurer. All bills, notes, drafts or other negotiable
instruments of the Chapter,
except checks, warrants or orders for the payments of money, shall be made in the name
of the Chapter, and shall be
signed by such officer or officers as the Board of Directors shall from time to time by
No officer or agent of the Chapter, either singly or jointly with
others, shall have the power to make any bill, note,
check, draft, warrant, order for the payment of money or other negotiable instrument on
behalf of the Chapter or
endorse the same in the name of the Chapter except as herein expressly directed and
Section 1. Dissolution: The Chapter may be
dissolved by a majority vote of all membership, voting in person or by
proxy. Members will be given at not less than 30 days notice prior to a vote for
Section 2. Assets Disposal: All Chapter assets
shall be sold at fair market value and all resulting funds shall be
distributed according the Section 3 below.
Section 3. Distribution of Chapter
funds: The Chapter shall use its funds only to accomplish the objectives and
purposes specified in these bylaws, and no part of said funds shall inure, or be
distributed to the members. On
dissolution of the Chapter, any funds remaining shall be distributed to one or more
regularly organized and qualified
charitable, educational, scientific, or philanthropic organizations to be selected by
the Board of Directors.
Section 1. Amendments: These bylaws may be
altered, amended, repealed or added to by the affirmative vote of a
majority of the members present or by proxy, at any meeting so long as 10 percent or
more of the membership is
represented, provided that a written notice shall have been sent to each member of
record at his last known post
office address not less than 15 days before the day of such meeting.
Section 2. Conflict: In the case of any conflict
between any Articles of Incorporation and these Bylaws, the Articles
These bylaws first proposed March 10, 1973; amended October 26,
2003, and submitted to all members of record by mail
for affirmation during the month of November, 2003. Such affirmation being completed
by mailed proxy on or before
December 1, 2003.
IN WITNESS WHEREOF, we being all Directors of the Chesapeake
Chapter of the New England MG T Register, Ltd. have
hereunto set our hands this 26th day of October, 2003.
John Tokar, Mike Hughes, Martha Ludtke, Charles Howard, Lin Snider,
Jane Snider, Glenn Abbott, John Van Over, Stephen
Woodall, Nancy Woodall, Len Renkenberger, Ruth Renkenberger
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting Secretary-Treasurer of the
Chesapeake Chapter of the New England MG T
Register, Ltd., a non-profit entity, and
THAT the foregoing bylaws constitute the amended bylaws of said
Chapter, as duly adopted by a vote of the members
thereof, certified By the Board of Directors on the 8th day of February, 2004.
IN WITNESS WHEREOF, I have hereunto subscribed my name of said
Chapter this 8th day of February, 2004.