June 9, 2015
Dear Sports Car Club of St. Louis, Incorporated Member:
In accordance with Section 3 of the bylaws of the Sports Car Club of St. Louis, Incorporated, the Board of Directors is calling a special meeting on Monday, July 20, 2015 to vote on the proposed bylaw changes as detailed in this document. The meeting will be held at 7:00PM CST at Patrick’s Westport Grille,342 W Port Plaza Drive, St. Louis, MO 63146.
For each change, you will find the current bylaw wording, the proposed bylaw wording and the rationale for the change. The proposed wording changes are denoted by either strikethroughs or new language in bold and underlined text. At the special meeting on Monday, July 20, 2015, a vote will be taken to either accept or reject each proposed bylaw change. In this mailing you will also find an absentee ballot that you may submit if you are unable to attend the special meeting.
The proposed bylaw changes are as follows:
- Article II, Section 4
Current Wording
Written or printed notice of each meeting of the members, except regular monthly meetings, stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for such meeting, shall be delivered or given to each member entitled to vote at such meeting, by mail, publication, or personally, not less than five (5) days or more than fifty (50) days prior to such meeting, unless as to a particular matter, other or further notice is required by Law in which case such other or further notice shall be given. Any notice of members meeting sent by mail shall be deemed to be delivered when deposited in the United States Mail with postage thereon prepaid addressed to the member at his address as it appears on the records of the Club. Attendance of the member in person at any meeting shall constitute a waiver of notice of such meeting, except where the member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Proposed Wording
A written or printed notice of each meeting of the members, except regular monthly meetings, stating the place, day, and hour and purpose of theany meeting of the members, and, in case of a including special meetings, the purpose or purposes for such meeting, shall be given by the Secretary not less than five (5) days or more than fifty (50) days before such meeting delivered or given to each member entitled to vote at such meeting, by various means, including but not limited to, mailings, publications, orelectronic communication technology, to the address appearing in the records of the Club. or personally, not less than five (5) days or more than fifty (50) days prior to such meeting, unless as to a particular matter, other or further notice is required by Law in which case such other or further notice shall be given.Any notice of members meeting sent by mail shall be deemed to be delivered when deposited in the United States Mail with postage thereon prepaid addressed to the member at his address as it appears on the records of the Club. Attendance of the member in person at any meeting shall constitute a waiver of notice of such meeting, except where the member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Rationale for Change
Electronic communication technology is becoming a commonly accepted method for doing business. The current Sports Car Club of St. Louis, Incorporated bylaws make no provisions for doing business in this manner. The proposed change to Article II, Section 4 allows the Sports Car Club of St. Louis, Incorporatedboard of directors to use electronic communication technology as a means of notifying the members of any annual, regular or special meetings. Currently, this is done by the organization’s newsletter, Wheelspin, and emails to the membership. However, without changing this section’s bylaw wording, the Sports Car Club of St. Louis, Incorporatedboard of directors are still required to perform a U.S. mailing. Additionally, this will save the organization money in printing and postage. The board of directors recommends the membership accept this proposed change to Article II, Section 4.
- Article III, Section 2, Paragraph D
Current Wording
No later than October 15th, the Secretary shall notify the membership by mail of the electionprocedure and the names of the nominees for the four offices of the Club and each Board vacancy.An absentee ballot shall be included with this mailing. Absentee Ballots shall be returned to theSecretary or a designated Board member who is not a candidate in the election no later than five (5)days before the election.
Proposed Wording
No later than October 15th, the secretary shall notify the membership,by mailin accordance with Article II, Section 4of the electionprocedure and the names of the nominees for the four offices of the club and each board vacancy.An absentee ballot shall be included.with this mailing. The notification may take the form of a link to an online voting service. Those members without any electronic access may obtain a ballot from the club office upon application, either written or in person. Absentee ballots shall be returned to thesecretary or a designated board member who is not a candidate in the election no later than five (5)days before the election.
Rationale for Change
Electronic communication and technology is becoming a commonly accepted method for doing business. The current Sports Car Club of St. Louis, Incorporated bylaws make no provisions for doing business in this manner. The proposed change to Article II, Section 2, Paragraph D allows the Sports Car Club of St. Louis, Incorporated board of directors to use electronic communication technology as a means of notifying the members of the electronic procedure and the nominees for the four offices of the club and each board vacancy. Currently, this is done by the organization’s newsletter, Wheelspin, and emails to the membership. However, without changing this section’s bylaw wording, the Sports Car Club of St. Louis, Incorporatedboard of directors are still required to perform a U.S. mailing. Additionally, this will save the organization money in printing and postage. Further, the proposed change makes a provision for the board of directors to use electronic, online voting services. For example, MotorsportReg.com offers SCCA regions the ability to hold annual elections using itsintegrated surveys and electionsservice. An online voting service may provide for more members’ to have their voices heard regarding the leadership of the Sports Car Club of St. Louis, Incorporated. The board of directors recommends the membership accept this proposed change to Article III, Section 2, Paragraph D.
- Article IX, Amendment of the Bylaws
Current Wording
The Board of Directors may propose, or 20% of the members in good standing may propose to the Board of Directors which shall then make such proposal, that the By-laws be altered, amended, repealed or added to by the affirmative vote of the members at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each member of record entitled to vote at such meeting at his last known post office address at least five (5) days before the date of such regular or special meeting, which notice shall state the alterations, amendments, additions or changes which are proposed to be made in such By-laws. By-laws may be also altered, amended, repealed, or added to by mail-in ballot. A description of By-laws changes and ballots much be mailed at least ten (10) days prior to a general meeting, annual meeting or a special meeting and postmark on returned absentee ballots cannot be required less than five (5) days before said meeting. Ballots must plainly show the latest acceptable return postmark or date to be delivered to the Secretary. Only such changes shall be made as have been specified in the notice by the Board of Directors. The By-laws may be altered, amended, repealed, or new By-laws adopted only upon the affirmative vote of two-thirds (2/3) of a quorum of the members.
Proposed Wording
The board of directors may propose, or 20% of the members in good standing may propose to the board of directors which shall then make such proposal, that the bylaws be altered, amended, repealed or added to by the affirmative vote of the members at an annual meeting or at a special meeting called for that purpose, provided that a written noticein accordance with Article II, Section 4 shall have been sent to each member of record entitled to vote at such meeting at his last known post officecontactaddress at least five (5) days before the date of such regular or special meeting, which notice shall state the alterations, amendments, additions or changes which are proposed to be made in such bylaws. The notification may take the form of a link to an online voting service. Those members without any electronic access may obtain a ballot from the club office upon application, either written or in person.Bylaws may be also altered, amended, repealed, or added to by mail-in or electronicballot. A description of bylaws changes and ballots muchmustbe mailed or sent via electronic communication technologyat least ten (10) days prior to a general meeting, annual meeting or a special meeting and postmark on returned absentee ballots cannot be required less than five (5) days before said meeting. Ballots must plainly show the latest acceptable return postmark or date to be delivered to the secretary. Only such changes shall be made as have been specified in the notice by the board of directors. The bylaws may be altered, amended, repealed, or new bylaws adopted only upon the affirmative vote of two-thirds (2/3) of a quorum of the members.
Rationale for Change
Electronic communication and technology is becoming a commonly accepted method for doing business. The current Sports Car Club of St. Louis, Incorporated bylaws make no provisions for doing business in this manner. The proposed change to Article IX allows Sports Car Club of St. Louis, Incorporated board of directors to use electronic communication technology as a means of notifying the members the electronic procedure and the proposed bylaw changes. Currently, this is done by the organization’s newsletter, Wheelspin, and emails to the membership. However, without changing this section’s bylaw wording, the Sports Car Club of St. Louis, Incorporatedboard of directors are still required to perform a U.S. mailing. Additionally, this will save the organization money in printing and postage. Further, the proposed change makes a provision for the board of directors to use electronic, online voting services. As an example, MotorsportReg.com offers SCCA regions the ability to hold conductvotes on bylaw changes using its integrated surveys and elections service. An online voting service may provide for more members’ to have their voices heard regarding the governance of the Sports Car Club of St. Louis, Incorporated. The board of directors recommends the membership accept this proposed change to Article IX.
Please plan to join us on Monday, July 20, 2015 at 7:00PM CST to vote on these important bylaw changes. If you are unable to join us, please mail the attached absentee ballot to Eileen Waters, 13425 Old Jamestown Rd., Florissant, MO 63033.
Best regards,
The Sports Car Club of St. Louis, Incorporated
Board of Directors