Racer Member Form
Silver Membership Form
To offer NHRA sanctioned drag racing to
BYLAWS OF THE WESTERN COLORADO DRAG RACER’S ASSOCIATION
ARTICLE I: MEMBERSHIP
1. MEMBERSHIP: Membership in Western Colorado Drag Racing Association, Inc., a Colorado not-for-profit corporation (hereinafter referred to as the “Association”), shall be determined in accordance with the Article of Incorporation and these bylaws of the Association. Any person or organization may become a member of the Association by annual payment of pre-determined dues, good conduct, and safe racing practices.
2. MEMBERSHIP AND DUES: Membership in the Association shall commence upon the payment of the annual dues and shall continue through the first membership meeting of the following year. Memberships will not be prorated. The board of directors will set dues annually.
ARTICLE II: MEETINGS
1. GENERAL POWERS: Its Board of Directors shall manage the business and affairs of the Association. The directors shall, in all cases, act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association, as they deem proper but consistent with these bylaws and the laws of this state.
2. NUMBER, TENURE, QUALIFICATIONS: The number of directors of the Association shall be no less than three and no greater than five. The directors shall appoint a General Manager. The General Manager may be a member of the Board or another party. The General Manager will be a paid position, with compensation determined by the Association each year.
3. ANNUAL MEETING: There shall be an annual meeting held prior to the end of the race season for the purpose of electing directors/officers of the Association and for the transaction of such other business as may come before the meeting. The present board and management shall make available to interested parties all mailing lists, and campaign flyers for opponents will be distributed at the racetrack if requested. Outgoing board members shall allow incoming board members full access to the track facility on at least one race day to observe how current operations are conducted.
4. SPECIAL MEETINGS: Special Meetings, for any purposes, unless otherwise prescribed by statute, may be called by the President or any two Directors. The person or persons authorized to call a special meeting may fix the place for holding any special meeting.
5. PLACE OF MEETING: The Board of Directors may designate any place, either within or without the State, otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called. A waiver of notice may designate any place; whether within or without the State unless otherwise prescribed by the statute, as the place for holding such meetings. If no designation is made, or if a special meeting were otherwise called, the place of meeting shall be the principal office of the corporation.
6. NOTICE OF MEETING: Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the Director(s) calling the meeting, to each director, or member(s) where appropriate, of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the addresses as it appears on the books of the Association, with postage thereon prepaid.
7. QUORUM: The presence, in person or by proxy, of a majority of the Directors, or members where appropriate, of the Association entitled to vote shall be necessary to constitute a quorum for the transaction of business.
8. PROXIES: At all meetings, a director or member may vote by proxy executed in writing by the director or member, or by his or her duly authorized attorney in fact. Such proxy should be filed with the Secretary of the Association before or at the time of the meeting.
9. VOTING: Each director or member entitled to vote in accordance with the terms of these bylaws shall be entitled to one vote, in person or proxy. Upon the demand of director or member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by majority vote except as otherwise provided by the laws of this State.
10. MANNER OF ACTING: The act of majority of the Association’s directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
11. REMOVAL OF REPRESENTATIVE: Any or all directors may be removed with or without cause by 75% of the members.
12. RESIGNATION: A director may resign at any time by giving written notice to the Board of Directors, the president, or the secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors, or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
13. COMPENSATION: No compensation shall be paid to any director as such for their services. Nothing herein contained shall be constructed to preclude any director from serving the Association in any other capacity and receiving compensation thereafter.
14. NEWLY CREATED DIRECTORSHIPS AND VACANCIES: Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason (except the removal of directors without cause) may be filed by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring due to the removal of directors without cause shall be filed by a vote of the members. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor.
15. PRESUMPTION OF ASSENT: A director of the Association who is present at a meeting of the directors at which action on any Association matter is taken shall be presumed to have assented to the action taken; unless dissent shall be entered in the minutes of meeting of the meeting or unless he or she shall file written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
16. EXECUTIVE AND OTHER COMMITTEES: The Board of Directors, by resolution, may designate from among its members an executive committee and other committees each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
17. ORDER OF BUSINESS: The order of business at all meetings shall be as follows:
a. Roll Call
b. Proof of notice of meeting or waiver of notice
c. Reading minutes of preceding meeting
d. Reports of officers
e. Reports of committees
f. Election of directors
g. Unfinished business
h. New business
ARTICLE III: OFFICERS
1. NUMBER: The director/officers of the Association shall be “Directors” of equal status and responsibility elected by the majority vote of the current members of the Association. The elected officers and the appointed general managers shall serve as the Board of Directors. Such other officers and assistants deemed necessary may be elected or appointed by the Board of Directors.
2. GENERAL MANAGER DUTIES: It is the job of the General Manager to handle the day-to-day operations of the track as a business. The General Manager shall hire staff that he/she deems necessary to appropriately promote the events, handle track finances, and safely conduct the races. The job of the General Manager is a paid position; with the compensation determined by the Association. The General Manager shall set the salaries of the paid workers after obtaining the permission of the Board of Directors. The General Manager has the ultimate control of the facility during race events. It is his/her job to see that events are conducted within the guidelines and rules of the National Hot Rod Association. The General Manager may remove, temporarily or permanently, any person from the facility that he/she determines is disruptive or hazardous to the facility, the participants, the workers, or the event itself. The General Manager may recommend to the Board of Directors the revocation of the membership of any individual who proves to be disruptive or a hazard to events or racers.
3. DUTIES OF THE DIRECTORS:
The Directors shall in general supervise and control all of the business and affairs of the Association.
The Directors shall preside at all meetings of the directors and may sign any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated b the Association, or shall be required by law to be otherwise signed or executes; and in general shall perform all duties as may be prescribed by the directors from time to time.
The Directors shall keep the minutes of the meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, and keep a register of the post office address of each Director.
The Directors shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipt for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws.
ARTICLE IV: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. CONTRACTS: The Directors may authorize any officer(s), agent(s), to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Association, and such authority may be general of confined to specific instances.
2. LOANS: No loans shall be contracted on behalf of the Association and no evidence of indebtedness issued in the name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer(s), agent(s), of the Association and in such manner as shall from time to time be determined by resolution of the Directors.
4. DEPOSITS: All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Directors may select.
ARTICLE V: FISCAL YEAR
1. FISCAL YEAR: The fiscal year of the corporation shall begin on the first of January each year.
2. REPORTING: The board of directors is required to make sure that all financial records and reports are completed within 30 days after each fiscal quarter ends. A general funds cash flow report must be made available to the membership within that 30 day period. A fundraising cash flow report must be made available annually on or before January 31st of the subsequent year. Posting of those cash flow reports on the track website will fulfill this obligation.
3. BANKING: For purposes of continuity the board will not change banks, nor institute new banking relationships including, but not limited to, checking accounts, savings accounts and loans without presenting the proposal to the membership for a vote.
ARTICLE VI: WAIVER OF NOTICE
1. WAIVER OF NOTICE: Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Association under the provisions of these Bylaws, a waiver thereof in writing, signed by the person(s) entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE VII: AMENDMENTS
1. AMENDMENTS: These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a vote of the Directors representing 66% of the Directors at any meeting when the proposed amendment has been set out in the notice of such meeting.
ARTICLE VIII: CONTINUITY
1. CONTINUITY: Although track management and directors can change from year to year maintaining a consistent means of contact with outsiders and membership is important. Therefore, the track email address, website address, PO Box, and facility phone number shall not be changed nor new addresses or phone numbers added without presenting the proposal to the membership for a vote.