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Northwest Citroën Owners Club
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NWCOC Bylaws
BYLAWS

NORTHWEST CITROEN OWNER'S CLUB

MAY 1989



ARTICLE I

  • NAME, PRINCIPAL OFFICE, AND BOUNDARIES

  • Section 1: Name
    The name of this Club shall be the Northwest Citroen Owner's Club

  • Section 2: Principal Office
    The principal office of this Club shall be located at the residence of its duly elected President, or at the residence of his or her successor, or at such other place as may be designated by the Board of Directors.

ARTICLE II

  • GENERAL OBJECTIVES

    The general objectives of the Club, to which its members are joined together and mutually pledged, shall be furtherance and promotion of the following:

    A. The enjoyment of sharing good will and fellowship derived from owning a Citroen automobile and engaging in such social and other events agreeable to the membership and in harmony with the Club's general objectives.

    B. The maintenance of the highest standards of operation and performance of the Marque by sharing and exchanging technical and mechanical information and experiences.

    C. The establishment and maintenance of mutually beneficial relationships with the Importers of Citroen cars and parts into the United States so that the Marque shall prosper and continue in its unique leadership as the world's greatest automobile.

    D. The cooperation with other Citroen Clubs throughout the world through the exchange of ideas and suggestions, and cooperation with any national organization of Citroen Clubs that may be formed.
ARTICLE III

  • POWER AND EMBLEM

  • Section 1: Powers
    This Club shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the general objectives of the Club as set forth in its Articles of Incorporation and these Bylaws.

  • Section 2: Emblem
    The emblem of this Club shall be designated by the Board of Directors, incorporating the Citroen double chevrons, and indicating the name of this Club.

ARTICLE IV

  • MEMBERSHIP, DUES, AND FEES

  • Section 1: Membership
    Membership in the Club shall be restricted to owners or co-owners of Citroen Automobiles, and to such other persons interested in the Club and its objectives as provided in Section 2 of this Article.

  • Section 2: Classes of Membership
    A. Individual Member: Any co-owner, or person interested in the Marque, who is acceptable to the Board of Directors and who has paid the dues as required.

    B. Family Member: A family membership shall consist of at most two adults and their legally dependent offspring, who comprise a nuclear family, and who individually meet the requirements for individual membership.

    C. Charter Member: Any founding member of the Club, having paid dues prior to May 1, 1989.


  • Section 3: Dues
    Annual dues for any membership class shall be determined from time to time by the Board of Directors, or by members at an annual meeting, and shall include that portion forwarded to any national organization to which the Club has elected to Belong.

  • Section 4: Membership Year
    The membership year for each individual and family membership shall start and end on the first day of August each year. Members whose dues are not paid within 60 days thereafter shall be dropped from membership, unless the Board of Directors decides to grant a further extension for payment of dues to the respective member.

  • Section 5: Privileges of Members
    Any individual who is a member in good standing in any membership class shall be entitled to all the privileges of the Club. In the event of the dissolution of this Club, and the payment of its liabilities, its remaining assets, if any, shall be divided equally among the Individual and Family memberships thereof in good standing. In this event, the combined members under a Family membership shall receive the apportioned share of Club assets due an Individual member.

  • Section 6: Suspension and Exclusion from Membership
    Any member may be suspended by two-thirds vote of the Board of Directors of the Club for good cause, such cause consisting of action detrimental or inimical to the general objectives, the best interest of the Club and its reputation. Before suspension or exclusion, the member shall be notified by or at the request of the Board of Directors and shall have the right to present evidence to the Board pertaining to such charges as my have been made against him or her. Any member ordered suspended by the Board shall have the right of appeal to the Club membership at any annual or special meeting called for that purpose.

  • Section 7: Resignations
    Any member may resign by addressing a letter of resignation to the President of the Club. His or her resignation shall become effective upon receipt by the Treasurer of such notice, and all Club privileges and rights of such membership shall be terminated forthwith. However, such resignation shall not relieve the said member from payment of any delinquent dues.

ARTICLE V

  • Section 1: General Membership Meetings
    A. Annual General Membership Meeting and Elections: Annual General Membership Meetings of the Club for the election of the Board of Directors and for other business shall be held during May or June of each year at a place designated by the Board of Directors.

    B. Special General Membership Meetings: Special General Membership Meetings may be called by the Board of Directors to conduct business per A above if the need arises.

    C. Business Sessions: Business Sessions of the Board of Directors shall be held at least quarterly. The purpose of these sessions is to present officer and board reports, to conduct business, and to provide a form for the membership to present and discuss proposals. Elections and balloting on proposals must be done at annual General Membership Meetings or Special General Membership Meetings.

    D. Written Notice: Written notice of Annual General Membership Meetings or Special General Membership Meetings stating the date, hour, and place shall be given by the secretary not less than ten days prior to said meeting either b y mail or through the club Newsletter. Only business specified in the notice shall be conducted at Special General Membership Meetings. If mailed, notice shall be deemed delivered if deposited in the U.S. Mail bearing the member's address as it appears on the Club mailing list.

    E. Quorum: A Quorum shall be a majority of the members present. Adoption of any measure shall, with the exception of bylaws amendments, require a simple majority of the members present.

    F. Proxy or Absentee Voting: Proxy or absentee voting will not be allowed.

    G. Conduct of Business: All Annual General Membership Meetings, Special General Membership Meeting, and Business Sessions shall be conducted in accordance with "Roberts' Rules of Order," Latest revision.


  • Section 2: Newsletter
    The Club shall publish a newsletter or information sheet at least quarterly between September and May. It shall be sent to all members to inform all interested parties of Club activities.

ARTICLE VI

  • Section 1: Board of Directors
    A. The business and affairs of the Club shall be managed by its Board of Directors.

    B. The number of directors shall be seven, six of each serving a three-year term, the seventh to be elected for a one year term. Directors shall be members of the Club and shall have been a member for one year immediately prior to election. In addition, the directors shall reside close enough to the Seattle area that they are able to attend business meetings.

    C. The terms shall be staggered so that two directors, each of three year term, shall be elected annually.

    D. The membership of the Board of Directors shall reflect the diversity of the Club's membership.

    E. The President shall appoint a nominating committee each year in February. Nominations from the committee and the floor must reflect the provisions of "D" above. At the time of elections, nominees shall introduce themselves to the general membership and identify their current activities with the Citroen Club.

    F. Each year the Board of Directors shall convene within 30 days following the annual elections and select the officers from among the Board members. The selection of President and Vice President may be changed by the Board of Directors by concurrence of five members of the board, provided the office in question is given ten days advance notice.

    G. Any director may resign at any time by delivering written notice to the Board or President of the Club.

    H. An officer or director may be recalled at any time. The procedure shall be: 1) collect the signatures of 25 members on a petition proposing to recall and stating the reason(s) for recall, and 2) deliver the petition to the Board of Directors. The Board of Directors shall validate the signatures, then hold a recall election at the Annual General Membership Meeting, or at a specifically called Special General Membership Meeting. A 60% majority of votes of members attending the meeting is required for the recall to be validated.

    I. In case of a vacancy on the Board of Directors, the Board shall call a Special Election to elect a replacement. All vacancies shall be filled within sixty days. The replacement will serve for the unexpired term of the vacancy.

    J. The Board of Directors shall meet at least quarterly. The general membership may attend to observe and participate in meetings of the Board of Directors, but may not vote on the business at hand. Minutes of each meeting shall be published in the Newsletter.

    K. Meetings of the Board of Directors shall be conducted in accordance with "Roberts' Rules of Order," latest revision. The President or Vice President must be present at all Board Meetings. A quorum shall be four, and simple majority votes shall be required to pass any resolution regardless of the number of Board members present. Each Board member shall have one vote.


  • Section 2: Officers
    A. The Officers of the Club shall be a President, Vice President, Secretary, and Treasurer, each elected for a one year term. The three remaining Board members are designated as Members-at-Large.

    B. Powers and Duties:
    1. The President shall be the chief executive officer and shall preside at all meetings of the Club and of the Board of Directors. He or she shall call meetings of the Board of Directors, shall appoint all committees, and shall appoint individuals or committees to be responsible for the Club's Newsletter and activities.
    2. The Vice President shall assume all powers and duties of the President in his/her absence and shall perform other duties as assigned by the President.
    3. The Secretary shall 1) attend and keep minutes of all General Membership Meetings and Board of Directors meetings, 2) act as custodian for Club documents, including lists of current and past members, and 3) perform other duties as assigned by the President.
    4. The Treasurer shall 1) receive, have custody of and dispense Club funds under the supervision of the Board of Directors, and 2) prepare quarterly financial reports.
    5. Three Members-at-Large shall serve as members of the Board of Directors, and may be assigned other responsibilities such as newsletter preparation, membership generation, or event organization.

    C. No member shall serve in more than one office at any one time.


  • Section 3: Amendment of the Bylaws
    A. The bylaws may be amended at the Annual General Membership meeting. Proposed amendments, which may originate with any member of the Club, shall be submitted to the Board of Directors in writing, with ten members' signatures. The Board of Directors shall validated the signatures and include the proposed amendment in the notice of the Annual General Membership Meeting. Amendments may also be proposed by the Board of Directors, and in this case shall not require ten members' signatures.

    B. Ratification of bylaws amendments shall require approval of two thirds of the members present at the Annual General Membership Meeting.



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