WDCR SCCA Bylaws

Washington D.C. Region SCCA, Inc.

BYLAWS

Adopted October 10, 2017 to amend and restate the Bylaws adopted September, 2007.

ARTICLE I
Name, Purposes, Emblem and Seal

Article 1.01. Name and Organization. The name of the organization shall be WASHINGTON D.C. REGION SCCA, INC. (“Region”). The Region shall operate as a chapter of the Sports Car Club of America, Inc. (“SCCA”). These Bylaws shall be subordinate to the Bylaws of the Sports Car Club of America, as may be amended from time to time.

Article 1.02. Purposes. The Region shall promote the interest of sports cars and other fine automobiles and encourage their safe and skillful operation by:

a. Regulating, sanctioning, promoting and producing driver education and competition events for autocross, closed-circuit road racing, rally cross, rallying, and other forms of automotive competition;
b. Providing educational and competition-related information through news releases and Region publications; and
c. Encouraging participation through related educational, social and recreation activities for the instruction and enjoyment of its Members.

Article 1.03. Emblem. The Region emblem shall be the design as shown below, and/or such other emblem(s) as the Board may from time to time determine.

WDCR-SCCA-logo.png

Article 1.04. Exempt Organization. The Region shall be a corporation registered with the State of Maryland and shall be organized and operate as a corporation exempt from Federal income tax under Article 501(c)(4) of the Internal Revenue Code of 1986. No part of the net earnings of the Region shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Region shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article 1.02 hereof. No substantial part of the activities
of the Region shall be the participation in, or intervention in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the Region shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income tax under Article 501(c)(4) of the Internal Revenue Code of 1986.

ARTICLE II
Membership and Dues

Article 2.01. Membership. Membership in the Region shall be open to all Regular members of the SCCA. Associate members of the SCCA are not eligible for membership in the Region. All members in good standing of the Region ("Members") shall enjoy full privileges of membership, except as limited hereinafter.

Article 2.02. Dues. Dues for each Member shall be payable annually in such amounts as the Region's Board of Directors ("Board") shall establish. No refund of dues shall be made under any circumstances.

Article 2.03. Membership Term. The Membership term is 12 months from the end of the month during which dues are received.

Article 2.04. Resignation of Membership. A Member may resign from the Region by letter addressed to the Region's Regional Executive. The resignation shall be effective upon receipt.

Article 2.05. Non-Payment of Dues. Membership in the Region shall lapse in the case of any Member indebted to the SCCA or Region and delinquent for more than 60 days. The Member shall forfeit all paid dues and fees.

Article 2.06. Failure to Maintain Good Standing. Membership in the Region shall lapse without further notice should the Member cease to be a member in good standing of the SCCA or the Region.

Article 2.07. Suspension of Member. The Board may suspend a Member at any time for an infraction of any Region or SCCA rule or any other cause if the Board deems the action in the best interests of the Region. The Board shall immediately notify in writing the Member of the suspension and the grounds therefore. The Member may appeal the suspension by providing written notice of appeal within ten days of the notice of suspension. The Board or a committee thereof shall provide the Member a reasonable opportunity to be heard in person or through a representative.

ARTICLE III
Meetings of the Region

Article 3.01. Annual Meeting. The Annual Meeting of the Region shall be held each calendar year on the second Tuesday in October or at some other date as established by the Board. The subject matter of the meeting shall include the election of Directors, presentation of reports of officers and committees, and such other business as may lawfully come before the meeting.
The time and place of the Annual Meeting, which shall be held within the geographic boundaries of the Region, shall be established by the Board.

Article 3.02. Special Meeting. A Special Meeting of the Region may be called at any time by the Board on its own motion, and must be called by the Board on petition of no fewer than six percent (6%) of the Members. The petition shall state the purpose for the Special Meeting. The basis upon which the six percent criteria shall be calculated is the Region membership count prepared by the SCCA on the last day of the month prior to the month in which the petition is presented. The date, hour and place of a Special Meeting, which shall be held within the geographic boundaries of the Region, shall be established by the Board.

Article 3.03. Notice. The Secretary shall provide written notice of each Annual and Special Meeting, stating the place, hour, date and purpose thereof, to every Member not less than 14 or more than 45 days before such meeting. The purpose of a Special Meeting shall be limited to the purpose stated in the petition. Notice shall be by electronic mail to the Member's address
on file with the Region and by posting on the Region's website.

Article 3.04. Voting. Each Member age 15 or greater at the close of balloting ("Voting Member") shall have one (1) vote on each and every matter submitted to a vote of the Members at Annual and Special Meetings. All actions except as otherwise provided by law, by the Region's Articles of Incorporation or Bylaws, shall be by majority of those Voting Members present and voting.

ARTICLE IV
Board of Directors

Article 4.01. Function. The affairs and property of the Region shall be managed by a Board of Directors. All Directors shall be Members in good standing. All powers of the Region shall be exercised by or under the authority of the Board of Directors acting officially as a Board or Board committee.

Article 4.02. Number of Directors. The Board of Directors shall consist of nine (9) Members in good standing.

Article 4.03. Term. Directors shall be elected for a three-year term. The term of office shall commence on the first day of December immediately following the election and shall terminate on the third succeeding first day of December or until a successor is elected, whichever shall be the later, except as provided in Article 4.08. The terms of Directors shall be staggered so that no more than one-third of the total number of Directors are elected annually. No Director shall serve more than three consecutive terms.

Article 4.04. Eligibility. To be eligible to stand for election as a Director an individual must
meet the following requirements:
a. The candidate must be a Member in good standing.
b. The candidate must have been a Member for no less than two (2) years on the date of the close of nominations.
c. The candidate must be no less than 18 years of age on the date of the close of nominations.
d. The candidate shall not be an owner, director or officer of an organization whose mission, events or activities compete with the Region’s or SCCA’s events or activities.
e. The candidate, if term-limited, must not have served as a Director in the most recent 18 months prior to the close of balloting of the then-pending election.

Article 4.05. Nomination.
a. In order to be placed in nomination for the Board of Directors, a candidate must be eligible and must either present a written petition signed by no fewer than twenty (20) Members or the approval of a committee of no fewer than three (3) Members appointed by the Board.
b. Nominations shall close sixty days before the close of balloting.
c. Questions of eligibility and nomination shall be determined by the Board.

Article 4.06. Ballot. The Secretary shall prepare a ballot for the election of Directors from among the eligible nominees. Nominees for Director shall be listed on the ballot in order of SCCA membership number, from lowest to highest. The Secretary shall cause the ballot to be delivered by electronic means to every Member's address on file with the Region and posted on the Region's website no less than 45 days before the close of balloting. Paper ballots will be available upon request.

Article 4.07. Election. The Voting Members shall elect by written and/or electronic ballot at each Annual Meeting the number of Directors required to fill expiring or vacant Director positions. Each Voting Member may cast as many votes as there are Directors to be elected but no more than one for any one candidate. The open Director positions shall be filled by the candidates receiving the highest number of votes. A tie in the vote shall be broken, and the election to Director determined, by a coin toss by the Secretary in the presence of those attending the Annual Meeting.

Article 4.08. Removal of Director. Unless statute or the Articles of Incorporation provides otherwise, the Board of Directors may remove a Director at any time, with or without cause, by the affirmative vote of two-thirds of the Board of Directors exclusive of the vote of the Director subject to removal. Removal shall be effective immediately upon the affirmative vote of the Board.

Article 4.09. Resignation. A Director may resign by providing written notice of resignation to the Regional Executive, or in his/her absence, the Assistant Regional Executive. The resignation shall be effective immediately upon tender of written notice.

Article 4.10. Vacancy on Board. A vacancy shall be defined as the difference between the actual number of Directors and the authorized number of Directors. A majority of the remaining Directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board by appointment from among the Members meeting the requirements of Article 4.04. A Director appointed to fill a vacancy shall serve the remaining term of the vacant position unless earlier removed.

Article 4.11. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time, on such date, and place as may be designated from time to time by the Board of Directors or the Bylaws.

Article 4.12. Notice of Regular Meeting. The Secretary shall give notice to each Director of each regular meeting of the Board of Directors, and shall post such notice on the Region's website at least five (5) days before the meeting. The notice shall state the date, time, and place of the meeting. Notice of a regular meeting is given to a Director when it is delivered personally, left at his/her residence or usual place of business, sent by telegraph, telecopy, electronic mail or telephone at least five (5) days before the time of the meeting, or when it is deposited in the US Mail at least seven (7) days before the time of the meeting, first-class postage prepaid, addressed to the Director’s address as it shall appear on the records of the Region. Unless the Bylaws or a resolution of the Board of Directors provide otherwise, the notice need not state the business to be transacted at or the purpose of any regular meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any Director who attends, or to any Director who, in a writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any regular meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other date, time, and place, and no notice need be given of any such adjourned meeting other than by announcement.

Article 4.13. Action by Directors. Unless statute or the Articles of Incorporation or Bylaws requires a greater proportion, the action of a majority of the Directors present at a meeting at which a quorum is present is the action of the Board of Directors. Voting by proxy shall be allowed at the discretion of and in accordance with rules prescribed by the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the Directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each Director and filed in paper or electronic form with the minutes of proceedings of the meeting.

Article 4.14. Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland Corporation Law. Participation in a meeting by these means constitutes presence in person at a meeting.

Article 4.15. Compensation. A Director shall not receive any compensation for services as a Director, but may receive reimbursement for reasonable out-of-pocket expenses incurred in attending Board of Director and/or committee meetings and/or in participating in Region events, activities, programs, and projects, subject to approval by the Board of Directors. A Director who serves the Region in any other capacity may receive compensation for such other services, pursuant to a resolution of the Board of Directors.

ARTICLE V
Officers-Board of Directors

Article 5.01. Board Officers. The newly elected and continuing Directors shall meet as soon as practicable after December 1 for the purpose, among other business, of electing officers. The officers shall consist of Chair, Vice Chair, Secretary, and Treasurer. The offices of Chair and Vice Chair shall be elected from among the membership of the Board of Directors by a majority vote of the Board of Directors. The offices of Secretary and Treasurer shall be elected from among the Members by a majority vote of the Board of Directors. All officers shall serve at the pleasure of the Board of Directors. No Director shall simultaneously hold two or more offices. A vacancy in any office for any reason, except Chair, shall be filled for the remaining term by the Chair in consultation with the Board of Directors.

Article 5.02. Chair. The Chair shall serve as the Chair of the Board of Directors, convene and preside at all Annual and Special meetings, convene and preside at all Regular meetings of the Board of Directors, call special meetings, sign or countersign contracts and agreements in the name of the Region, establish and monitor the polices of the Region, supervise the Regional
Executive's performance, and perform all duties as may be from time to time assigned by the Board of Directors. The Chair shall be a member, ex officio, of all committees. The Chair shall serve as the Regional Executive, except as provided in Article 7.02.

Article 5.03. Vice Chair. The Vice Chair shall have such powers and shall perform such duties as may be from time to time assigned by the Board of Directors. In the absence of the Chair, or in the case of death, resignation, or inability to act, his or her duties shall be performed by the Vice-Chair. The Vice Chair shall serve as the Assistant Regional Executive.

Article 5.04. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of any committees in books provided for the purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; shall be custodian of the records of the Region; may witness any document on behalf of the Region, the execution of which is duly authorized; shall see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same. In general, the Secretary shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned by the Chair or the Board of Directors.

Article 5.05. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Region, and shall deposit, or cause to be deposited, in the name of the Region, all moneys or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors. The Treasurer shall render to the Chair and to the Board of Directors, whenever requested, an account of the financial condition of the Region. In general, the Treasurer shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned by the Chair or the Board of Directors.

Article 5.06. Removal from Office. Any officer may be removed from office at any time, with or without cause, by a two-thirds vote of the Board of Directors excluding the vote of the officer subject to removal. The Board of Directors may fill a vacancy that occurs in any office for the unexpired portion of the term. An officer may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Region.

ARTICLE VI
Committees

Article 6.01. Committees. The Board of Directors may establish committees and delegate to these committees any of the powers of the Board of Directors, except the power to select or remove Directors, amend the Bylaws, or any action that violates these Bylaws or Articles of Incorporation. The Chair shall appoint the members of the committee from among the Directors. The Chair, with the consent of the Board of Directors, may remove any committee member with or without cause. Each committee may fix rules of procedure for its business, provided, however, that each committee shall record the proceedings of its meetings and promptly provide that record to the Secretary for distribution to the Board of Directors. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if a unanimous written consent, including electronic consent, which sets forth the action is approved by each member of the committee and filed with the minutes of the committee. The members of a committee may conduct any meeting of the committee by conference telephone or similar communications equipment in accordance with the provisions of Article 4.14.

Article 6.02. Special Committees. The Board of Directors may establish one or more committees for such special tasks as circumstances warrant. The Chair shall appoint the members of the committee from among the membership of the Region. The Chair, with the consent of the Board of Directors, may remove any committee member with or without cause. Such special committees shall limit their activities to the accomplishment of the task for which they are created and appointed and shall have no power to act except such as is specifically conferred by action of the Board of Directors. A special committee may adopt rules of procedure for its business consistent with Article 6.01 and with the rules adopted by the Board of Directors.

Article 6.03. Advisory Committees. The Board of Directors may establish advisory committees. The Chair shall appoint the members of the committee, who need not be Members. The Chair, with the consent of the Board of Directors, may remove any committee member with or without cause. The advisory committees shall have such functions and responsibilities specified by the Board of Directors; provided, however, that the Board of Directors may not delegate any if its powers, authority or functions to the advisory committee. Each advisory committee may adopt rules of procedure for its business consistent with Article 6.01 and with the rules adopted by the Board of Directors.

Article 6.04. Compensation of Members of Committees. The Region shall not compensate any member of a committee for services rendered to the Region as such, except that a committee member may be reimbursed for expenses incurred in the performance of his or her duties to the Region, in reasonable amounts as approved by the Board of Directors. A member of a
committee who serves the Region in any other capacity may receive reasonable compensation for such other services pursuant to a resolution of the Board of Directors.

ARTICLE VII
Employees

Article 7.01. Appointment. The Board of Directors may appoint and employ such staff and agents on behalf of the Region as it deems necessary to carry on the work of the Region. Such staff and agents shall have such authority and perform such duties as the Board of Directors may from time to time direct.

Article 7.02. Regional Executive. The Board of Directors may select a Regional Executive who shall serve at the pleasure of the Board of Directors. The Regional Executive may, but need not be, a Director. The Regional Executive will be the chief executive officer of the Region and will perform his or her duties under the policies established by the Board of Directors. The Regional Executive, if not a Director, shall attend and participate in all meetings of the Board of Directors but shall not be eligible to vote on any matters before the Board. If the Regional Executive is a Director, he/she shall abstain from and not participate in all matters concerning the  performance of the Regional Executive, including removal from office. The Regional Executive shall, in general, supervise and control the day-to-day business and affairs of the Region. The Regional Executive shall present at each Annual Meeting a report of the activities of the Region for the preceding fiscal year and shall periodically make reports of the Region's activities to the Board of Directors. The Regional Executive shall have responsibility for the general supervision of all other officers, agents and employees of the Region. The Regional Executive may sign, as authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Region, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of chief executive and such other duties as may be prescribed by the Board of Directors from time to time. The Regional Executive shall designate one or more members of the staff to (a) give or cause to be given notices of Board of Directors and Member meetings in accordance with the provisions of the Bylaws or as otherwise required by law; (b) supervise the keeping of a current roll of all Members; and (c) be custodian of the Region Records and of the Seal of the Region and see that the Seal of the Region is affixed to any documents requiring the Seal.

Article 7.03. Assistant Regional Executive. The Board of Directors may select an Assistant Regional Executive who shall serve at the pleasure of the Board of Directors. The Assistant Regional Executive may, but need not be, a Director. The Assistant Regional Executive shall have such powers and shall perform such duties as may be from time to time assigned by the Board of Directors. In the absence of the Regional Executive, or in the case of death, resignation, or inability to act, his or her duties shall be performed by the Assistant Regional Executive.

Article 7.04. Subordinate Staff. The Board of Directors, with the advice of the Regional Executive, may from time to time establish and disestablish subordinate staff positions as may be appropriate to assist the Regional Executive in the supervision of the business and affairs of the Region. The Regional Executive shall have the authority to hire, to direct the work, and to
terminate subordinate staff.

Article 7.05. Termination. The Board of Directors shall have the authority to terminate the employment of the Regional Executive and/or any subordinate staff at any time, with or without cause, subject only to any contractual rights the Regional Executive and/or subordinate staff may possess.

Article 7.06. Compensation. The Board of Directors shall have power to fix the salary and other compensation and remuneration, of whatever kind, of the staff.

ARTICLE VIII
Conflict of Interest

Article 8.01. No officer, Director or employee of the Region shall participate in or attempt to influence any decision by the Region affecting his or her personal business interests, or otherwise use his or her position for personal gain. All officers, Directors and employees of the Region shall periodically affirm that they have not participated in or attempted to influence any decision by the Region affecting his or her personal business interests, or otherwise used his or her position with the Region for personal gain.

ARTICLE IX
Chapters

Article 9.01. Subsidiary Organizations. The Region may accept the organization and operation of Chapters, which shall be subsidiary affiliated organizations of the Region. A Chapter shall subscribe to the purposes, rules and bylaws of the Region and SCCA and shall operate within the rules and geographical boundaries as set forth in its charter.

Article 9.02. Standards. The Region shall establish, and from time to time may modify, those standards to which Chapters shall conform in order to acquire and maintain its charter.
Article 9.03. Charter. Each such duly qualified Chapter shall receive a charter authorizing the Chapter to use the name of the Region, the Region's emblem(s), and the Region's initials, which are service marks, trademarks and/or trade names of the Region, and to apply for sanctions and insurance from the SCCA for events consistent with its charter. The Region may at any time suspend and/or revoke the Chapter's charter upon a finding by the Board of Director's that the Chapter has failed to function in accordance with its charter, the provisions of these bylaws, or the policies and standards set by the Region.

Article 9.04. Requirements for Charter. Any entity desiring to become affiliated with the Region must be a legal entity organized under the laws of its domicile jurisdiction with at least ten members who are Members of the Region, with a governing body that is periodically elected by the entities' members, holding regular membership and business meetings, and conducting events and activities in general accordance with the purposes of the Region. Such entity seeking affiliation as a Chapter shall make application to the Region in such form as the Board may prescribe. The decision to establish a Chapter shall be at the sole discretion of the Board.

ARTICLE X
Fiscal Year

Article 10.01. The fiscal year of the Region shall be for the year ended December 31.

ARTICLE XI
Personal Liability

Article 11.01. All persons or corporations extending credit to, contracting with, or having any claim against the Region or the Board of Directors shall look only to the funds and property of the Region for the payment of any debt, damages, judgment, or decree, or any of other money that may otherwise become due or payable to them from the Region or the Board of Directors, so that neither the Members nor the Board of Directors, past, present or future, shall be personally liable therefore.

ARTICLE XII
Indemnification

Article 12.01. Indemnification Permitted. The Region may indemnify a Director, Officer, employee or agent of the Region against liabilities, including judgments, settlements, penalties, fines, and reasonable expenses and legal fees incurred with respect to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal. Such indemnification is permitted by the Region if the person seeking indemnification:

(i) conducted himself in good faith;
(ii) reasonably believed;

(A) with respect to conduct in his or her official capacity for the Region, that his or her conduct was in the Region's best interests, or
(B) with respect to conduct in other capacities, that his or her conduct was, at least not opposite to the Region's best interests, and

(iii) with respect to criminal proceedings, that he or she had no reasonable cause to
believe his or her conduct was unlawful.

The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not be determinative of whether the foregoing standard of conduct has been satisfied.

Article 12.02. Indemnification Not Permitted. The Region shall not indemnify a Director, Officer, employee or agent in connection with:

(i) a proceeding by or in the right of the Region in which such person is adjudged liable
to the Region; or
(ii) any proceeding charging improper personal benefit to that person in which he or she
is adjudged liable or the basis that he or she improperly received personal benefit(s).

Article 12.03. Indemnification for Expenses. The Region shall indemnify a Director, Officer, employee or agent who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he or she was a party against reasonable expenses incurred by him in connection with the proceeding.

Article 12.04. Authorization for Indemnification. The indemnification of a person, permitted by the foregoing provisions, must be authorized in the specific case after a determination has been made that indemnification is permissible under the circumstances because the applicable standard of conduct was met. This determination shall be made by:

(i) the Board of Directors by majority vote of a quorum, which quorum shall consist of Directors not parties to the proceeding; or
(ii) if a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated by the Board, which committee shall consist of two or more Directors not parties to the proceeding; except that Directors who are parties to the proceeding may participate in the designation of Directors for the committee.

If the quorum cannot be obtained or the committee cannot be established, or if such quorum or committee so directs, the determination shall be made by:

(i) independent legal counsel selected by a vote of the Board of Directors or the committee, or if a quorum of the full Board cannot be obtained or a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board; or
(ii) by the Members.

If the determination that indemnification is permissible is made by independent legal counsel, the authorization of indemnification and evaluation as to reasonableness of the expenses shall be made by the body which selected that counsel. A Director, Officer, employee or agent of the Region who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of such an application, the court, after giving any notice it considers necessary, if it determines that such person is entitled to mandatory indemnification pursuant to these Bylaws or law, shall order indemnification, in which case the court shall also order the Region to pay such person's reasonable expenses. If the court determines that such person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not such person meets the standard of conduct set forth in these Bylaws as a condition of indemnification, or whether such person was adjudged liable in such circumstances which would ordinarily prohibit the Region from making indemnification, the court may order such indemnification as it deems proper.

Article 12.05 Advance Indemnification for Expenses. The Region may pay for or reimburse the reasonable expenses incurred by a Director, Officer, employee, or agent of the Region who is a party to a proceeding, in advance of the final disposition of the proceeding, if

(i) the Region is furnished with a written affirmation of such person's good faith belief that he or she has met the applicable standard of conduct; 
(ii) such person furnishes the Region with a written undertaking, executed personally or on his or her behalf, to repay the advance if it is determined that he or she did not meet such standard of conduct; and
(iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this paragraph.

The foregoing undertaking shall be an unlimited general obligation of such person and need not be secured and may be accepted without reference to financial ability to make repayment. 

Article 12.06. Insurance. The Region may purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, employee, fiduciary, or agent of the Region and who, while a Director, Officer, employee, fiduciary or agent of the Region, is or was serving at the request of the Region as a Director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, or other enterprise or employee benefit plan against any liability asserted against or incurred by him in any such capacity or arising out of his or her status as such, whether or not the Region would
have the power to indemnify him against such liability under the foregoing provisions. If an indemnification or advance of expenses to a Director arises out of a proceeding by or on behalf of the Region, such indemnification, if made pursuant to the foregoing provisions, shall be reported in writing to the Members with or before notice of the next meeting of the Region.

ARTICLE XIII
Amendment

Article 13.01. Proposal. The Board of Directors or twenty or more of the Members may petition for an amendment to the certificate of incorporation or bylaws by submitting such proposal in writing to the secretary.

Article 13.02. Committee Review. A proposal submitted by the Members shall be reviewed by a special committee of five Members, consisting of four Members appointed by the Chair, two of whom shall be Members proposing the amendment, and a fifth Member appointed by these four Members, who shall act as the committee chair. The committee shall consider the propriety of the proposal, taking into account the intent of the Petitioners and the suitability of the inclusion of the proposal in primary instruments such as the Articles of Incorporation and Bylaws. Should the committee find the proposal consistent with the stated mission and purpose of the Region, it shall draft the proposed amendment and ballot into language satisfactory to the proposing Member or group of Members and submit it to the Membership in accordance with Article 13.04. Proposals found by the committee to be inconsistent with the stated mission and purpose of the Region shall not be submitted to the Membership except as provided in Article 13.03.

Article 13.03. Bond. If the committee determines that a proposal is inconsistent with the stated mission and purpose of the Region, or if the proposing Member or group of Members is not satisfied with the proposal as drafted by the committee, the proposal in its original form, with a ballot as prepared by the committee, may nevertheless be submitted to the Membership as provided by Article 13.04 upon posting of a bond of equal in amount to ten (10) times the Region's then-current individual membership dues by any Member or group of Members offering the proposal to defray the costs to the Region of submission. The bond shall be refunded to the Member or group of Members should the proposal be accepted by the vote of the Members or upon action by the Board of Directors.

Article 13.04. Submission to Membership. Proposals arising under Article 13.02 or Article 13.03 shall be submitted to the vote of the members. The Secretary shall cause the proposal, commentary, and ballot to be delivered by electronic means to every Member's address on file with the Region. The Secretary shall cause the proposal, commentary, and ballot to be posted on the Region's website no less than 45 days before the close of balloting. Paper copies of the proposal, commentary, and ballot will be available upon request. Each Voting Member shall be entitled to one vote on each proposal submitted to the membership. No less than 45 days shall be allowed for voting. Electronic ballots shall be counted by the system administrator. Ballots submitted by mail shall be counted by the Regional Administrator. The marked ballots shall not be available for inspection by any other Member or employee. If at least two-thirds of the Voting Members are in favor of the proposal, it shall be adopted. The Secretary shall cause the result of the balloting to be published for the information of the Membership.

Article 13.05. Amendment to Conform Bylaws. Any amendment required to conform these Bylaws to the Bylaws of the Sports Car Club of America shall be by action of the Board of Directors and shall not require a vote of the Membership.