Bylaws

BYLAWS
of the
Rolls-Royce Owners' Club,
Southeast Region

Section I:
NAME AND PURPOSE

Article 1. NAME OF THE REGION
The name of the Region shall be The Rolls-Royce Owners’ Club, Southeast Region.
Article 2. CAPITALIZATION
The Southeast Region will not be capitalized and there will be no capital stock.
Article 3. ADDRESS OF THE SOUTHEAST REGION
Correspondence of a general nature should be sent to the Secretary of the Southeast Region whose email address will be posted in the Region Directory. In addition, the email address of the Regional Chair will be posted in The Boot & Bonnet for issues needing his/her direct attention.
Article 4. PURPOSE OF THE REGION
The purpose of the Southeast Region will be to provide a local format for the enjoyment of the benefits extended to members of the RROC. This will be accomplished through meets, Tours, and Technical Sessions held throughout the Region and through periodic communication to all Southeast Region members via the newsletter, The Boot & Bonnet, and electronic communications including, but not limited to, email notices.
Article 5. SOUTHEAST REGION EMBLEM
The Southeast Region shall have a region emblem for use on plaques, trophies, car badges, car tags, etc.

Section II:
OFFICERS AND DIRECTORS
OF THE SOUTHEAST REGION

Article 1. BOARD OF DIRECTORS
The Board of Directors is the legislative body of the Region and shall consist of the elected Officers of the Southeast Region (see below) plus the immediate active past two Chairs and the immediate active past Chief Judge who shall be deemed Chief Judge Emeritus. Each Board member shall be entitled to one vote, except the serving Region Chair, unless needed to break a tie.
Article 2. ELECTED OFFICERS
The elected Officers and Directors of the Southeast Region shall consist of:
  1. Chair
  2. Vice-Chair & Activities Director
  3. Secretary
  4. Treasurer
  5. Membership Director
  6. Communications Director
  7. Chief Judge
  8. Awards Director
  9. Webmaster
  10. Assistant Treasurer
Article 3. CHAIR
The Chair of the Southeast Region shall be the Chief Executive Officer and shall perform the duties usual to that office unless modified herein.
  1. Preside at meetings of the Board of Directors.
  2. Appoint members and Chairs of special (ad hoc) committees with the approval of the majority of a quorum of the Board of Directors, which may include:
    1. State Directors for:
      • Alabama
      • Georgia
      • North Carolina
      • South Carolina
      • Eastern Tennessee
    2. Technical Director for pre-war cars
    3. Technical Director for post-war cars
    4. Club Historian and Librarian
Article 4. VICE CHAIR & ACTIVITIES DIRECTOR
The Vice Chair shall act in the role of the Chair, fulfilling his/her duties during periods of unavailability of the Chair, and shall also:
  1. Ensure a full slate of meets is planned and scheduled for the year to generate maximum interest among all Southeast Region members.
  2. Promote “mini-meets” within the geographic ranges of the Southeast Region through coordination with the State Directors and general membership.
Article 5. SECRETARY
The Secretary of the Southeast Region shall perform all duties usual to that office. Specific duties include:
  1. Produce and maintain minutes from the meetings of the Board of Directors.
  2. Supervise the conduct of the election of Officers and Directors.
  3. Coordinate with Officers to notify members of the date and place of all Region meetings, activities, and events.
Article 6. TREASURER
The Treasurer of the Southeast Region shall be responsible for all fiscal matters pertaining to the region. Specific duties include:
  1. Receive and disburse the funds of the Southeast Region, subject to the approval of the Board of Directors.
  2. Keep the financial records of the Southeast Region and prepare an annual report for presentation to and acceptance by the Board of Directors at the annual business meeting.
  3. Prepare a budget for the coming year based on historical data from the current and past years, with assistance from the Board.
  4. Make the Treasurer’s books available for audit by two Southeast Region members in good standing, one of whom may be the Assistant Treasurer. These members will be appointed by the Chair.
Article 7. MEMBERSHIP DIRECTOR
The Membership Director of the Southeast Region shall be responsible for the following:
  1. Recruit, welcome, and maintain members of the Southeast Region.
  2. Produce and distribute a Southeast Region Membership Directory, if so directed by the Board.
Article 8. COMMUNICATIONS DIRECTOR
The Communications Director shall be responsible for the following:
  1. Publish a newsletter (The Boot & Bonnet and electronic communications) and distribute said publications to the Southeast Region membership, other Regional Editors, and the national RROC Board of Directors, if so directed by the Board.
  2. Solicit editorial guidance and direction from the Board of Directors, as needed.
Article 9. CHIEF JUDGE
  1. The Chief Judge shall be responsible for the following activities:
    1. Conduct the Rolls-Royce and Bentley class and senior award judging, which occurs at designated car show meets.
    2. Assist other Southeast Region members to become proficient in judging by conducting seminars or training sessions, as required.
  2. The decision of the Chief Judge is final at Southeast Region car show meets where judging takes place.
Article 10. AWARDS DIRECTOR
The Awards Director shall be responsible for the following:
  1. Obtain trophies and plaques to be used as awards for winners at the car show meet and present same at the meet banquet. The Meet Chair may assist with this duty.
  2. Ensure that Southeast Region senior trophies are present at the meet banquet.
  3. Maintain the storage and shipping cases for the Southeast Region senior trophies.
Article 11. WEBMASTER
The Webmaster shall be responsible for the following:
  1. Maintain the Southeast Region’s website.
  2. Post notices of the region as appropriate, including, but not limited to, membership lists.
Article 12. ASSISTANT TREASURER
The Assistant Treasurer shall be responsible for the following:
  1. Assist the Treasurer in all appropriate functions.
  2. Act in the absence or incapacity of the Treasurer.
  3. Serve as signatory to any bank accounts that the Southeast Region maintains, as required.
Article 13. STATE DIRECTORS
(Non-Elected Officer) Each State Director, as appointed by the Southeast Region Chair, shall be responsible for the following:
  1. In cooperation with Membership Director, contact national RROC members in his/her state who are not members of the Region to invite them to a meet and encourage membership in the Southeast Region.
  2. Work with local members to plan and hold “State Meets” which focus primarily on members living within the state.
Article 14. TECHNICAL DIRECTORS
(Non-Elected Officer) There may be positions for two Technical Directors, one for pre-war and one for postwar cars, as appointed by the Southeast Region Chair. Responsibilities shall be as follows:
  1. The Technical Directors may be in charge of all matters relating to Technical Sessions, technical questions, and technical assistance for the Southeast Region.
  2. The Technical Directors may assist the Chief Judge as requested in conducting judging during the annual Southeast Region car show meet.
  3. Each Technical Director may provide the Communications Director with technical information and articles suitable for publication in The Boot & Bonnet.
Article 15. CLUB HISTORIAN AND LIBRARIAN
(Non-Elected Officer) Appointed by the Southeast Region Chair as deemed necessary, the Club Historian and Librarian shall maintain records related to the Southeast Region, as well as research club and automobile history as requested by the Southeast Region Board of Directors or Southeast Region members, to the extent that the request is reasonable as determined by the Club Historian and Librarian.
Article 16. MEET CHAIR
(Non-Elected Officer) A Meet Chair is an unelected position responsible for organizing individual meets of the Southeast Region. A Meet Chair will be chosen on an ad-hoc basis.
Article 17. TERMS OF OFFICERS AND DIRECTORS
All Officers and Directors may be elected for a one-year term and shall be eligible for re-election three times for a maximum four consecutive terms. All Officers and Directors may again be eligible for re-election after one intervening year.  Upon majority vote of the Directors present at a meeting of the Board of Directors (including virtual meetings), the term limits set forth in this Article may be waived for any such Officers as the Board of Directors deems appropriate, until further action by the Board of Directors.
Article 18. QUALIFICATIONS FOR OFFICERS AND DIRECTORS
All Officers and Directors shall be an active member in good standing of the Southeast Region RROC for at least one year. Additionally, each candidate for any office shall have attended at least 2 meets in the last 2 years.
Article 19. REMOVAL OF OFFICERS AND DIRECTORS
The Board may remove any Officer or Director, but only for sufficient cause, including, but not limited to, non-attendance at meetings as set forth in Section V Article 4 below. Removal of an Officer or Director shall occur only upon due notice and by a vote of a majority of a quorum of the Board. Electronic voting for removal of an Officer or Director shall not be permitted.

Section III:
MEMBERSHIP AND DUES

Article 1. CATEGORIES OF MEMBERSHIP
  1. There shall be two categories of membership, Active and Spouse/Partner, with both having voting privileges. Members of the Southeast Region must be members of the national RROC.
  2. Sponsorship is not required for the Southeast Region.
Article 2. DUES
  1. Annual dues and other charges will be determined by a majority vote of a quorum of the Board of Directors.

Section IV:
ELECTIONS OF OFFICERS AND DIRECTORS

Article 1. TIME OF ELECTION
  1. The election of Officers and Directors of the Southeast Region shall be held annually. All Officers and Directors so elected will take office at the annual business meeting of the Southeast Region. Article
Article 2. NOMINATING COMMITTEE AND CONDUCT OF NOMINATIONS
  1. The Nominating Committee will be made up of the 2 immediate active past Chairs of the Southeast Region and a maximum of 3 “at large” Southeast Region members. The “at large” members shall not be current elected Officers or Directors of the Region. These members should represent as many of the 5 states in the Southeast Region as possible.
  2. The “at large” members of the Nominating Committee will be appointed each year by the 2 immediate active past Chairs.
  3. The most recent active Southeast Region Chair will serve as the Chair of the Nominating Committee.
  4. The Nominating Committee shall make their nominations known to the full Southeast Region membership by first-class mail, The Boot & Bonnet, or electronic communication.
  5. Any active member of the Southeast Region may nominate him/herself for election to a specific office that he/she is qualified for by securing signatures from no less than 20% of the members of the Southeast Region. This petition must be presented to the Nominating Committee Chair no later than September 30. To be eligible to sign this petition, the Southeast Region member must be in good standing.
  6. The Nominating Committee will verify the validity of all Petitions for Nominations no later than October 15 and include on ballot as appropriate.
Article 3. ELECTIONS
  1. Ballots will be mailed or emailed to all current Southeast Region members at least 15 days prior to the annual business meeting. Creation and distribution of the ballots is the responsibility of the Secretary. These must be returned to the Secretary by the stated deadline. The ballots will be counted by the Secretary. The results will be announced to the general membership at the annual business meeting, electronically by email, or in the first issue of The Boot & Bonnet following the election.
  2. The newly elected Chair and Officers will take office at the annual business meeting during “New Business”.

Section V:
MEETINGS OF THE BOARD OF DIRECTORS

Article 1. REGULAR MEETINGS
  1. The Southeast Region Board of Directors shall hold at least two regular meetings during each calendar year. For the purpose of conducting its regular business, meetings shall be either in person or by phone or videoconference, as designated by the Chair.
Article 2. SPECIAL MEETINGS
  1. Special meetings of the Board of Directors may be called at any time by the Chair or by the written request by least 3 Directors.
Article 3. PROXIES
  1. No member of the Board of Directors may act by proxy.
Article 4. ATTENDANCE
  1. There is no attendance requirement for Board of Director meetings; however, failure to attend 3 successive regular Board of Director meetings may be considered cause for removal as a Director, as set forth in Section II Article 19.
Article 5. OPEN MEETINGS
  1. Meetings shall be open to all members of the Southeast Region.
Article 6. QUORUM
  1. At any meeting of the Board of Directors, a majority of Directors then serving shall constitute a quorum.
Article 7. VOTES AND ACTION
  1. Each Director present at an in-person or telephonic meeting of the Board of Directors shall be entitled to one vote, except the serving Region Chair, unless needed to break a tie.
  2. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.
  3. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
  4. The Chair may call for a vote on any issue (except removal of an Officer or Director) via email or written communication outside of a regular or special meeting, provided that if any Director proposes a Board discussion on said issue, then the Chair shall promptly call a special meeting to be held either in person or telephonically.

Section VI:
REVISIONS TO THESE BYLAWS

Article 1. GENERAL
  1. These Bylaws will become binding following their acceptance by a 2/3 majority vote of the Southeast Region Board of Directors.
  2. Changes to these Bylaws can be made by a 2/3 majority vote of the Board of Directors. The Board must receive due notice of amendments to be proposed.
  3. Amendments adopted will be published in The Boot & Bonnet or electronically by email.