The Headwaters British Car Club By-Laws are contained below. These By-Laws were ratified by our members at the November 4, 2015 AGM (Annual General Meeting).

To summarize, the procedures, guidelines and job descriptions have been separated from the By-Laws. The result is that we have By-Laws which are easier to read and more concise. A new document has been created called Procedures and Guidelines.

BY-LAWS

HEADWATERS BRITISH CAR CLUB

January 7, 2009

Amended Dec 9, 2009

 Amended Jan 4, 2012

Amended Nov 6,  2013

Amended May 14, 2014

Amended November 4, 2015

Amended November 1, 2017

Article I

Name and Logo

The name of the Club shall be Headwaters British Car Club, herein after referred to as “HBCC” or the “Club”.

The Club Logo

Car Club logo final

Article II

 Purpose

The purpose of the Club is:

  1. To support the interest in British built cars.
  2. To encourage members to maintain, restore and preserve their cars.
  3. To promote social activities among members and with other like Clubs and to provide a forum for the exchange of information.
  4. To encourage participation in events such as organized drives, car shows, parades, and rallies of the Marques.

Article III

 Organization and Operation

Section A – Eligibility

Membership shall be open to any person who supports the purpose of the Club and has paid the annual Membership Fees.

Section B – Membership in Good Standing

Membership in good standing shall be conferred upon payment of the annual Membership Fees, as provided herein. A membership shall consist of up to two adult members, each of whom shall have voting rights.

Section C – Membership List

 The Club has the right to maintain a membership list with names and contact information of all members for the sole purpose of its members. Any manual list provided to a member must include the following statement: “This List is to be used solely for Headwaters British Car Club business.”  

Section D – Meetings

 The Club shall have 4 meeting types:

  1.  Annual General Meeting
  2. Monthly General Meeting
  3. Extraordinary General Meeting
  4. Executive Meeting

At any meeting of the membership, in the absence of the President, the Vice President shall preside. In their absence, and if no other Executive member is present, or they decline to chair the meeting, the membership present shall choose one of the members present to act as chair of the meeting.

A quorum shall be 25 members in good standing.

Members requiring a matter to be discussed at the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM), shall contact a member of the Executive prior to the agenda having been published. At the Monthly General Meetings, new issues may be raised during the New Business portion of the meeting.

The accidental omission to give notice or proper notice of any meeting of the membership, or the non receipt of any notice by any member or members, shall not invalidate any resolution passed or any proceedings taken at any meeting of the members.

A member in good standing shall be entitled to one vote on matters properly submitted for consideration at a meeting of the membership. The vote shall be cast in person, either by ballot or show of hands, or by proxy, as decided by and under the direction of the Executive. Votes will be decided by a majority of votes cast, and in the case of a tie, the chair of the meeting shall cast the deciding vote.

1) Annual General Meetings:

The Club shall hold an Annual General Meeting of the membership once each year in November, the time and date to be determined by the Executive. Notice in writing will be emailed to members prior to each meeting. Notice of the meeting may also be given to a member in good standing by way of ordinary mail as an alternative to e-mail if requested by a member requiring mail service.

The Annual General Meeting shall:

  1.  Elect the Executive Officers of the Club.
  2. Confirm, repeal or amend the By-Laws of the Club.
  3. Consider and if necessary, decide on any matters related directly to the Annual General Meeting which may be duly and properly submitted to the meeting by the membership.

2) Monthly General Meetings:

 The Club shall have regular monthly meetings at a time and place suitable to the Executive. The spirit of these meetings shall be to provide an opportunity for Club members to come together and enjoy each other’s company and share their experiences involving their British cars. The purpose of the meetings is to encourage member participation in the management and direction of the Club, the planning of Club events and review the current financial matters of the Club. The meetings shall have an agenda and be presided over by the President or his/her delegate.

 3) Extraordinary General Meetings:

A special or Extraordinary General Meeting (EGM) may be convened by direction of the Executive or on a written request to the President or Secretary, if such written request is signed by at least 10 members in good standing, stating the business for which the EGM is required and proposing a date for the meeting which shall be not less than 14 days and not more than 28 days from the date of such direction or written request.

4) Executive Meetings:

Meetings of the Executive shall be on an ‘as required’ basis and shall be called by the President upon request by any member of the Executive.

All members of the Executive shall have one vote at meetings except for the President, or his alternate at a meeting, who shall only cast a vote in the event of a tie.

Section E – Elections

Not less than 60 days before the Annual General Meeting the Executive shall appoint an Elections Committee comprised of members in good standing. The role of the Elections Committee shall be to solicit nominations for those Executive positions that will become vacant, to conduct the election process at the Annual General Meeting and to announce the successful candidates to the membership. The Election Committee is responsible for maintaining the integrity of the election process.

Article IV

Executive

 Section A – Officers

 The Executive Board shall normally consist of nine (9) members in good standing and shall include the following officers, namely, President, Past President, Vice President, Secretary, Treasurer, Event Coordinator, Membership Coordinator and two Directors at Large. The Executive may also include the non-elected and non-voting positions of Web Coordinator and Editor.

In the event that any Executive position becomes vacant before expiry of the term of office for that position the Executive Board may, at their discretion, either conduct a by-election to fill the vacancy or decide to leave the position vacant until the next annual meeting.  In either case, the duties associated with that position will be assigned on a caretaker basis to another member of the Executive Board until a replacement is elected.

Five (5) voting members of the Executive shall form a quorum, one of whom must be either the President or Vice President.

Section B – Responsibilities of Executive Officers

 The President shall:

  1. Preside at all meetings;
  2. Call special meetings of the Executive as may be required;
  3. Be 1 of 2 signatories permitted for financial disbursements; and
  4. Create and appoint chairs of any committees and serve as ex-officio member of all such committees at his or her discretion.

 The Vice President shall:

  1. work closely with and assume the responsibilities of the President in his absence;
  2. Be 1 of 2 signatures permitted for financial disbursements; and
  3. Serve as ex-officio member of any committee as requested by the President.

The Secretary shall:

  1.  Confirm that there is a quorum;
  2. Record the Minutes of all meetings;
  3. Maintain a Registry of Motions and Resolutions;
  4. Keep the records and papers of the Club; and
  5. Ensure that notices of all meetings are properly given.

The Treasurer shall:

  1. Maintain the financial records of the Club;
  2. Be 1 of 2 signatories permitted for financial disbursements;
  3. Prepare financial statements and present reports at the Monthly General Meetings;
  4. Prepare a fiscal year-end full statement of accounts, showing all receipts and expenditures for the current year.
  5. Arrange for auditing of the financial statements by appointing two people from the general membership who are not on Executive, or associated in anyway with spouses or have relatives on Executive, and;
  6. Present the final amended and audited financial statement for review and final approval at the next General Meeting.

The Membership Coordinator shall:

  1.  Maintain all records relating to memberships.

The Event Coordinator shall:

  1.  Organize or cause to be organized the Club’s Events such as, but not limited to: drives, rallies, and social gatherings and other events; and
  2. Report to the members at meetings the results of Club events since the last meeting.

   The Directors at Large shall:

  1.  Fill in for or assist any member of the Executive as required; and
  2. Assume other duties as required.

 The Past President shall:

  1.  Provide guidance and assistance to the members of the Executive at his or her discretion; and
  2. Serve as the head of the Elections Committee.

The Web Coordinator shall:

  1. Oversee the management of the Club’s Web Site.

The Editor of the newsletter shall:

  1. Be responsible for the Editing and Publishing of the Club’s Newsletter.

 Section C -Terms of Office for Executive Board:

All members of the Executive, shall serve a two year term and be subject to re-nomination and election to continue in the office if they wish to continue for another term.

Section D –Discipline 

 Expulsion of Members:

 It shall be the duty of the Executive if at any time they shall be in the opinion that the interests or purpose of the Club are being harmed by the actions of a member, to invite the member to meet with the Executive, to provide an explanation of his or her conduct verbally or in writing, within seven (7) days. In the event that no response is received within the specified time, the member in question shall be given at least fourteen (14) days’ notice to appear before a General Meeting and shall be allowed to offer an explanation of his or her conduct verbally or in writing at such a meeting. At least a 2/3 majority of the Members present at the meeting must vote in favour of the expulsion of the member, such member shall thereupon cease to be a member of the Club.

Discipline of Executive Directors:

It is the duty of every Executive Director, whose personal situation no longer permits him/her to perform the duties that he/she has previously committed to, to meet with either the President or the Executive Board and discuss the situation.

Failure to perform duties includes but is not limited to, regular attendance at both Executive and Regular General meetings of the Club, and the timely performance of the duties that are part of the Executive Directors assumed position.

Upon investigation and discussion, the Executive Board may ask the Executive Officer to resign his/her position and become a regular member. Under no circumstances should any other member perform the duties of the delinquent member without having full recognition and title for performing the duties of the position being performed unless the situation is clearly of a temporary nature and the original member is expected to return to full capacity in a short time.

 Article V

 Financial Management

 Section A – Fiscal Period

The fiscal period of the Club shall follow the calendar year and extend from January 1st of one year to December 31st of the following year.

Section B – Membership Fees

Membership fees as established from time to time by a general meeting of the members shall be paid each year by members of the Club. Membership fees become due on November 1st of each year. Members in good standing from the previous year will remain on the mailing list until April 1st of the New Year, whereupon, in the absence of membership payment, they will be removed from the membership list and are no longer members of the Club. Further, any new member, who joins on or after September 1st of the current year will have his/her membership extended to cover to the following year which begins on November 1st.

Section C – Deposits and Disbursements

All funds received by the Club or on behalf of the membership shall be deposited in a bank account to be maintained in the name of the Club with a Canadian Chartered Bank or other financial institution approved by the Executive from time to time.

Funds over the nominal amount of $100.00 may only be authorized by resolution and approval by the Executive or by resolution of the membership at a properly convened meeting of the Club, which disbursements shall be for the purpose of the betterment of the Club and its purposes.

 Article VI

 Use of the Headwaters British Car Club Name

 The name, address, or email addresses of the Club and or Executive, or any logo or symbol which represents or depicts the Club shall not be given or used, in any manner, by a member as his or her address for any trade advertising, financial or business purposes or in connection with any legal proceedings.

No use of any information contained in any communications from or publications by the Club for any business or commercial purposes shall be permitted without the prior written consent of the Executive.

Article VII

 Adoption of By-Laws

             These By-Laws shall be the governing document of the Club following approval of 2/3 majority of all members voting at the next Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) of the members duly called for considering these By-Laws.

Future amendments or additions to the By-Laws require approval of 2/3 majority of all members voting at the next Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) of the members duly called for considering these By-Laws.

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