Z
CAR CLUB ASSOCIATION
CONSTITUTION AND BY-LAWS
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The
official name of this organization shall be the "Z
CAR CLUB ASSOCIATION" [hereinafter ZCCA].
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ARTICLE II: GENERAL PURPOSE
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The
ZCCA is a non-profit organization formed to provide
its Member Clubs with:
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A. |
Representation
worldwide in a professional and business like manner; |
B. |
Assistance
to host Clubs putting on our Annual Convention; |
C. |
A
single location to maintain an up to date listing of
all Z Car Clubs and their respective current Memberships; |
D. |
A unified organization to interface with corporations
in getting discounts and services to benefit all
Clubs; |
E. |
A
communication link to Corporate Nissan and Nissan's
various representatives; |
F. |
Assistance
on a combined level to help form new Clubs and help
current Clubs grow; |
G. |
Assistance
in helping all Clubs benefit their individual communities:
and |
H. |
The
ZCCA will determine the host ZCCA Member Club and/or
location of future Annual Conventions. |
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Determination
is defined as a majority vote of member clubs. In the
event of just cause, as determined by a majority
vote of member clubs, either ZCCA or another member
club(s) can assume responsibility for the
convention. |
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ARTICLE III: SPECIFIC ASSOCIATION GOALS
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A. |
To
promote safe driving habits and driving skills by stressing
the "Three C's" of road safety: CARE,
COURTESY and COMMON SENSE. |
B. |
To
provide assistance to any motorist in North America
in distress when such assistance is both safe and
feasible; |
C. |
To
plan and regulate functions and/or activities designed
to further ZCCA's Purpose, including, but not
limited to: technical advice, assistance in dealing
with repair establishments and help in obtaining
difficult to acquire parts [especially for the older
Z Cars]; |
D. |
To
plan and regulate functions and/or activities designed
to assist charitable institutions in their endeavors. |
E |
Provide
Committees whose expertise will aid host Clubs in putting
on our Annual Conventions. |
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ARTICLE IV: SPECIFIC PROHIBITION
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The
ZCCA shall not organize, sponsor, plan, assist, sanction
nor allow its name to be associated, in any manner
whatsoever, with any automotive function which is in
violation of any duly constituted legislation [e.g.
a "Gumball" Rally]. |
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A. |
For
a Z Car Club to become a Member Club of the ZCCA, it
must have and maintain: |
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1. |
Officers:
President, Vice-President, Secretary, (a minimum total
of 3 officers). |
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2. |
A
minimum number of 10 members. |
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3. |
A
constitution and by-laws. |
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4. |
A
dues structure. |
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5. |
Be
open to all Z cars regardless of model or modification
level. |
B. |
Deleted
- 2005 ZCCA Convention |
C. |
The
term "Member Club" applies to any Z Car Club
whose Annual Dues are current. |
D. |
The term "Member" on a Club level will be
determined at the local level. When reporting membership
to
the ZCCA, each Club will follow the guidelines adopted
for inclusion in the Global Z Directory, which Directory
will be maintained on ZCCA's website. |
E. |
Deleted
- 2005 ZCCA Convention |
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A. |
Annual
Dues shall be $2.00 per paid local Club Membership.
Dues should be made payable to 'ZCCA'. |
B. |
The
ZCCA fiscal year is May 1st thru April 30th.
Dues are due and payable by April 30th of
each year based on the number of local Club paid memberships
at January 31st. |
C. |
A
renewal notice shall be mailed sixty [60] days prior
to expiration. |
D. |
Any
Club wishing to vote at the ZCCA Annual Meetings at
the Annual Convention must be current with their annual
dues at the start of each ZCCA fiscal year prior to
the start of that year's Convention. |
E. |
Any
new Z Car Club that joins ZCCA between Conventions will
have their dues for that year prorated based on the
number of months from the time they join until the end
of the then applicable current ZCCA fiscal year. |
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ARTICLE VII: MEMBERSHIP RECOGNITION
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Each
Member Club will receive ZCCA window decals for their
local Members based on the number of members indicated
when they renew their membership. These window decals
will be given at the Annual Meetings to all current
Member Clubs. These window decals shall be furnished
free of charge to all Member Clubs. If, during the ZCCA
Fiscal Year following a Convention, a Member Club needs
more window decals, they can request additional window
decals from the ZCCA Treasurer. These decals will also
be furnished free of charge. |
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ARTICLE VIII: PARTICIPATION
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A. |
Each
Club, whose dues are current, is eligible to cast one
vote at our Annual Convention for any ZCCA matter. The
ZCCA Treasurer will maintain a list of all eligible
Clubs. |
B. |
The
ZCCA Representative from each Club, duly recognized
by each Club's President, will be eligible to cast each
Club's vote. ZCCA Officers will not be eligible to vote
unless said Officer is also the recognized
Representative of his or her Member Club. |
C. |
Said
Representatives will also be eligible to cast a written
vote, as required, for ZCCA matters requiring a vote
during the time between Conventions. |
D. |
Proxy
voting will be allowed provided [1] said voter of a
proxy vote has a completed ZCCA Member Club Designated
Proxy form designating him or her as such proxy voter
and [2] this form is signed by the ZCCA Representative
and/or President [where applicable] of the Club being
so represented. This completed and signed form must
be presented to the ZCCA Treasurer for validation prior
to the start of the first meeting at the Convention
and then to the ZCCA Secretary for filing wherein said
proxy will be voted. |
E. |
The
annual convention will have two separate business meetings
scheduled. Any item requiring a vote will be introduced
and discussed during the first meeting. All voting will
take place at the second meeting. |
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Any
Member Club may resign from the ZCCA at their option
by:
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A. |
Writing
a Letter of Resignation to the ZCCA Secretary, which
letter must be signed by that Club's ZCCA
Representative and President; and |
B. |
Resignations
become effective when received by the Secretary, providing
the Member Club resigning has no indebtedness
to the ZCCA. |
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Nonpayment
of ZCCA dues by any Club [more than thirty [30] days
in arrears with their annual dues] and/or failure by
any Club to repay ZCCA for any loan(s) [e.g. The Traveling
Convention Fund] by the prescribed due date will automatically
result in that Club's suspension from ZCCA. |
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A. |
A Member Club of the ZCCA may be expelled from the ZCCA
for: |
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1. |
Non-payment
of Dues; and/or |
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2. |
Breaching
any ZCCA By-Law and/or rule; and/or |
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3. |
For
bringing unwanted negative publicity to bear on the
ZCCA. |
B. |
No
Member Club may be expelled from the ZCCA unless the
following procedure is strictly adhered to by both the
Member Club and the ZCCA: |
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1. |
A
recommendation to expel a Member Club must be submitted,
in writing, to the ZCCA Secretary outlining the specific
reason(s) for the expulsion recommendation. |
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2. |
A
Special Meeting of the ZCCA Officials will be convened
to review the expulsion recommendation,
with both the initiator and the Member Club recommended
for expulsion represented either in writing,
via phone conferencing or any other expedient
method available. |
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3. |
The
ZCCA Officers will review the recommendation, try to
obtain independent additional information,
and vote on whether to approve/deny the expulsion recommendation.
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If
the ZCCA Officers vote to deny the expulsion recommendation,
both the initiator of the expulsion recommendation
and the Member Club recommended for expulsion will
be
contacted by the Secretary to explain the Official's
decision. |
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5. |
If
the ZCCA Officers vote to accept the expulsion recommendation,
the Member Club
recommended
for expulsion will be offered the option of either resigning
from the ZCCA or participating at the next
regularly scheduled ZCCA meeting when the
subject
of the recommended expulsion will be presented for a
vote by all the Member Clubs present.
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6. |
If the Member Club opts to resign, the resignation will
be in accordance with the By-Laws covering
Resignation. |
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7. |
If
the Member Club refuses to resign, the recommended expulsion
will be presented at the next regularly scheduled
ZCCA meeting for a vote by the Member Clubs present.
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At
that meeting, the Executive Director will introduce
the expulsion recommendation under "New
Business." The
final decision on the recommended expulsion will be
determined by a majority vote of the Member Clubs present.
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If
necessary, the expulsion proceedings may take place
before the Annual Convention either in writing
or by any other expedient means available, providing
said means adhere strictly to the intent and purpose
of the above. |
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A. |
The
Officers of the ZCCA shall be Executive Director, Assistant
Director, Secretary and Treasurer. |
B. |
Each
Officer shall hold term for one year or until such time
as their successor is elected or qualified. |
C. |
No
Club Member may hold more than one elected office after
at the same time. |
D. |
There
are no restrictions as to the number of terms an Officer
may serve. |
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ARTICLE XIII: NOMINATION OF OFFICERS
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A. |
In
order to be included in the pre-Convention ZCCA UPDATE,
nominations of candidates for elected offices
must be submitted in a written statement, not to exceed
150 words, by mail, email or fax to the Chairperson
of the Nomination Committee no later than sixty [60]
days prior to the start of applicable Annual Convention. |
B. |
Incumbents are eligible for nomination. |
C. |
All
nominees, including incumbents running for office, must
be nominated in writing. |
D. |
Nominations
may be entertained from the floor at the initial ZCCA
Meeting at the Annual Convention. |
E. |
Only
Members from current Member Clubs are eligible for nomination.
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ARTICLE XIV: ELECTION OF OFFICERS
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A. |
All
voting for Officers will be by written ballot unless
only one nomination is received for an office.
In that case, the nominee's name will
not appear on the ballot. |
B. |
Officers
may not vote unless they are the representatives from
their Member Club. |
C. |
Elections
will be held at the Second Annual ZCCA Meeting at the
Annual Convention. |
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1. |
In
the event of a tie for an office, those Member Clubs
attending the Annual Convention Meeting will re-cast
ballots to break the tie. Proxy ballots will not
be counted. |
D. |
Ballots
will be tallied by the Nomination Committee during the
Second Annual ZCCA Meeting held during each
Annual Convention.
The officers for the following year will be announced
before this meeting adjourns. |
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If
any member of the Nomination Committee is nominated
for an office, an alternate must be chosen
to take his or her place to tabulate the ballots. |
E. |
Officers
will be installed at the Annual Convention Awards Banquet
dinner and assume office immediately thereafter.
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ARTICLE XV: OFFICER'S RESPONSIBILITIES
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A. |
The
Executive Director is the Chief Executive Officer of
the ZCCA with the following responsibilities:
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1. |
Ensure
ZCCA operates within the parameters outlined in the
ZCCA Constitution and By-Laws; |
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2. |
Conduct
regular meetings; |
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3. |
Call
and conduct any special meetings; |
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4. |
Represent
the ZCCA at various functions as required;
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5. |
Appoint
committees as required. |
B. |
The
Assistant Director shall assume the responsibilities
of the Executive Director when the Executive Director
is absent or assume those responsibilities as directed
by the Executive Director. |
C. |
The
Treasurer shall assume the responsibilities of the Executive
Director anytime the Executive Director and
Assistant Director are both absent or assume those responsibilities
as directed by the Executive Director and
shall be specifically responsible for: |
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1. |
Maintaining
the ZCCA's current and historical financial records;
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2. |
Receiving
funds for the ZCCA; |
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3. |
Disbursing
ZCCA funds as authorized by the Executive Director and,
as applicable, by Nissan [only concerning
the special fund set up for any Nissan sponsorship funds]; |
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4. |
Presenting
the ZCCA's finances at each meeting and in the UPDATES
issued by ZCCA; |
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Maintaining
a checking account for the ZCCA, with all checks against
that account confirmed in writing by another
ZCCA Officer before said check is written. |
D. |
The
Secretary shall assume the responsibilities of the Executive
Director anytime the Executive Director,
Assistant Director and Treasurer are all absent or assume
those responsibilities as directed by the
Executive Director and shall be specifically responsible
for: |
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Recording
the minutes of all ZCCA meetings; |
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2. |
Maintaining
a current roll of all Member Clubs; |
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3. |
Providing
notice of meetings as required; |
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4. |
Keeping
historical ZCCA records, including ballots and other
official documentation resulting from the
Annual Meetings and/or Special Meetings; |
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5. |
Producing
the ZCCA Newsletter as required;
and |
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Maintaining
and publishing annually the 'Z CAR CLUB GLOBAL DIRECTORY'. |
E. |
All
Officers of ZCCA shall be charged with the responsibility
of protecting ZCCA's name and assets. |
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1. |
The
Officers shall have the authority and obligation to
place any terms and conditions they deem necessary on
the disbursement and repayment of any funds entrusted
to the ZCCA. |
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2. |
The
Officers shall have the authority and obligation to
take any legal action[s] necessary to protect ZCCA's
name and assets. |
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ARTICLE XVI: CONFLICT OF INTEREST
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Any
ZCCA Officer who is associated with a ZCCA Sponsor,
Advertiser or Supporter in any manner whatsoever [e.g.
employee], will abstain from any and
all decisions affecting such a ZCCA Sponsor, Advertiser
or Supporter, and abstain from any and all decisions
impacting others in a similar endeavor or field of work.
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ARTICLE XVII: REGULAR MEETINGS
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A. |
The
regular ZCCA meetings will be held at each Annual Z
Car Convention. |
B. |
A Quorum for any regular
meeting shall be at least 25% of the current Member
Clubs on the ZCCA's rolls at the time of the meeting.
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C. |
Except
as a specified elsewhere in the ZCCA Constitution and
By-Laws, all voting at the annual meetings shall be
by written simple majority or a show of hands as applicable.
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D. |
All
meetings will be conducted in accordance with 'Roberts
Rules of Order'. |
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ARTICLE XVIII: SPECIAL MEETINGS
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A. |
Special
Meetings may be called by the Executive Director or
two other Officers. |
B. |
All
Officers must be informed of any Special Meeting as
soon before such meeting as feasible. |
C. |
The
purpose and results of any Special Meeting must be communicated
to all Member Clubs within two weeks of
any such Special Meeting. |
D. |
Such
notifications may be in writing or other expedient methods
as are available to all Member Clubs
[e.g. internet, fax, email, etc.]
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E. |
Any
ZCCA matters addressed at a Special Meeting and requiring
a Member Club vote, will follow the requirements
of a Quorum [as defined in Article XVII, Paragraph B]
and all voting will be decided by simple majority
of the votes cast. |
F. |
Any
ZCCA Special Meeting, conducted via the internet, will
require all Member Clubs to be notified of the purpose
of the Special Meeting.
The internet Special Meeting does not have to
be in real time. If any topic requires a vote of the
Member Clubs then current with ZCCA, the votes will
be deemed valid provided: |
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the
requirements of a Quorum [as defined in Article XVII,
Paragraph B] are met as evidenced by the number of votes
cast: and |
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2. |
all
voting will be decided by simple majority of the votes
cast: and |
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3. |
the
Member Club representatives have 60 calendar days from
the date of notification [the date the original email
was sent] to present the topics considered for a vote
to their local Member Clubs and then respond to the
ZCCA Secretary with their Member Club's vote, and |
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4. |
any
electronic votes cast will be deemed valid as if a written
vote provided the vote is tendered from the email address
on file with ZCCA as the ZCCA Representative for the
Member Club submitting said electronic ballot.
Any vote from an email address not on file with
ZCCA as the authorized Member Club's ZCCA representative
will be deemed invalid and not counted; and |
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5. |
the
ZCCA Secretary will electronically inform all ZCCA Member
Clubs of the results of the voting within 65 days of
the date of notification. |
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A. |
The
Executive Director shall appoint such committees as
required to conduct ZCCA activities.
The responsibilities of each committee
must be clearly defined. |
B. |
Each
committee will be comprised of an odd number of members. |
C. |
All
committee votes will be by simple majority. |
D. |
An
Advisory Board can meet, as required, to review and
advise current Officers on ZCCA matters. This
Board will be comprised of current Club Presidents,
current ZCCA Representatives and Committee
Chairpersons.
The results of all Board meetings must be presented
within two weeks of those meetings via written
communication and/or other expedient methods available.
A Board meeting may be called by
any two current Officers or any five other Board members,
provided all Board members receive notification
within a reasonable timeframe but not less than 14 calendar
days prior to the scheduled meeting. |
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ARTICLE XX: AMENDMENTS TO THE CONSTITUTION AND BY-LAWS
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A. |
Amendments
may be proposed by either an Officer or any current
Member Club. |
B. |
All
proposed amendments must be submitted to the Secretary
in writing. |
C. |
The
exact proposed amendment will be presented to all Member
Clubs in writing within two weeks of Receiving
those proposals to inform all Member Clubs of the proposed
change(s). |
D. |
Voting
on the amendment shall follow the same procedure as
the voting to elect Officials, excluding The
specific time references therein. |
E. |
Voting
may also take the form of a written vote or ascent by
majority if such proposed changes occur
during the year between Annual
Conventions and such amendment requires a vote prior
to the next Annual Convention. |
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********** END OF THE ZCCA CONSTITUTION AND BY-LAWS
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