UNITED MIDGET RACING ASSOCIATION, INC.
ARTICLE I NAME & INSIGNIA
Section 1, Name — The name of the corporation is the United Midget Racing Association, Inc., “U.M.R.A.”
Section 2, Insignia — The insignia of U.M.R.A. shall consist of a Three Quarter Midget car imposed over an outline of the State of Indiana which is imposed over crossed checkered flags. U.M.R.A. TQ Midgets shall be printed on the insignia.
Section 3, Name and Insignia of Divisions — In order to carry out effectively the purpose of U.M.R.A., the officers may create separate divisions thereof, each division having such official name and insignia as the Board of Directors may determine.
ARTICLE II ORGANIZATION
U.M.R.A. is a corporation formed and existing under the laws of the State of Indiana.
ARTICLE III PURPOSE
Section 1 — To encourage , promote and cultivate the close and lasting friendship among its members.
Section 2 — To promote, encourage, foster and cultivate the preservation, ownership and operation of vehicles meeting the requirements of the U.M.R.A., and to act as a source of technical information therefore, to establish rules and regulations covering the activities of its members, to provide, negotiate and carry on programs of sports, hobbies and other activities among its members and their families for the purpose of furnishing wholesome recreation or other activities for such persons.
Section 3 — To hold events suitable to test the relative merits of Three Quarter Midget vehicles.
Section 4 — To encourage the technological development of automotive design and engineering.
Section 5 — To disseminate an appreciation of the niceties in the driving and handling of Three Quarter Midget vehicles.
ARTICLE IV MEMBERSHIP
Section 1, Classification — There shall be three (3) classifications of membership in this corporation: Active, Associate and Honorary.
Section 2, Active Members (Voting Members) — Active membership shall be limited to members who:
(a) Pay active membership dues in accordance with Article VII, Section 1, of these By-Laws and
(b) Who execute an Agreement of Release.
Section 3, Associate Members (Non-Voting) — Associate members shall be limited to persons who:
(a) Pay membership dues in accordance with Article VII, Section 1, of these By-Laws.
(b) Execute and Agreement of Release and
(c) Are not eligible for any other classification of membership with U.M.R.A.
Section 4, Honorary Members — Honorary membership shall be limited to those persons anywhere in the world who have in the past, or who may in the future, promote the advancement of, or the appreciation of, the performance of U.M.R.A. and/or three quarter midget cars.
Section 5, Maintenance of Membership — Failure to abide by these By-Laws pr failure to maintain membership in good standing, shall result in the forfeiture of membership. A member is considered to be in good standing when his dues are paid up to date and he is not more than two (2) weeks in arrears in any assessments or fines. Failure to fulfill the requirements for membership status over a continuous ninety (90) day period shall result in forfeiture of membership status.
Section 6, Suspension and Expulsion from Membership — A member may be suspended at any time, without advance notice, for infractions of any U.M.R.A. rule or any other cause, by the Board of Directors, if the suspending body shall deem such a suspension to be in the best interest of U.M.R.A. The suspending body shall immediately notify a member so suspended, in writing, of his suspension. A suspended member shall thereafter be entitled to a reasonable opportunity to be heard. The Board of Directors may thereafter continue for a definite term or terminate the suspension, or expel the member, and its decision shall be final.
Section 7, Resignation — A member may resign by a letter addressed to the Board of Directors of U.M.R.A. and his resignation shall be effective upon receipt thereof.
Section 8, Membership Privileges — All active, associate and honorary, tract and organizational members shall be privileged to attend board meetings.
ARTICLE V MEETINGS OF MEMBERS
Section 1, Annual Meeting — An annual meeting of the members shall be held in each year at such place and time as may be designated by the Board of Directors. The election of directors shall be held at the October meeting. Should the election not be held on the day designated, as herein provided, for any annual meeting of members, or at any adjournment thereof, the Board of Directors shall cause an election to be held at a special meeting of the members called as soon thereafter as conveniently may be.
Section 2, Regular Meetings — In addition to the annual meeting of the members, as provided in Section 1 above, meetings of the members shall be held at such time and place as may be determined necessary for the purpose of considering reports and affairs of U.M.R.A. and the transaction of such other business as may be properly brought before the meeting.
Section 3, Special Meetings — Special meetings of the members may be called either by the President, a majority of the Board of Directors, or not less than 35% of the active members.
Section 4, Notice of Meetings — Notice of membership meetings shall be given in the U.M.R.A. newsletter and shall be delivered personally to each Board Member or sent to each such member by mail or other written form of communication, addressed to him at his address as it is shown upon the records of the corporation at least 72 hours prior to the time of the meeting.
Section 5, Quorum — At least one-third of the active members shall be required to attend any meeting in person or by proxy in order to constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of members present may adjourn from time to time without further notice.
Section 6, Transfer of Membership — Membership in U.M.R.A. is not transferable or assignable.
Section 7, Conduct of Meetings — Meetings of the Board of Directors shall be in accordance with Roberts Rules of Order, a copy of which shall be available at all meetings of the Board.
Section 8, Proxy — Proxy ballots are available upon request from the U.M.R.A. Secretary. The proxy ballot must be completed, notarized and returned to the U.M.R.A. Secretary by mail to be valid.
ARTICLE VI DIRECTORS
Section 1, General Powers — Subject to any limitation in the Articles of Incorporation or in the General Corporation Laws of the State of Indiana, all corporate powers shall be exercised by or under the authority of, and all business and affairs of U.M.R.A. shall be managed by the Board of Directors which shall consist of a President, Vice-President, Secretary, Treasurer and six (6) to eleven (11) other members. Whenever the term “Board of Directors” or Directors” may be used in these By-Laws or other U.M.R.A. rules or regulations such shall be understood to include the officers of the corporation. Reference to decisions or powers which may be made or exercised by the U.M.R.A. shall be exercised pursuant to these By-Laws.
Section 2, Election, Eligibility — The Board of Directors and Officers shall be elected annually by the membership at the annual meeting of membership no later than December 15th of each year. Only active members who have been in good standing for at least 60 days preceding such election shall be eligible to vote to be Directors. If the election of Directions shall not be held at such meeting, such election shall be held as soon after as conveniently may be.
Section 3, Nominating of Candidates — A nomination committee shall be appointed by the President and approved by the Board of Directors no later than August 1 of each year. The committee shall interview and recommend members for elective office to the membership at the election meeting. Nominations shall also be accepted from the floor. Only candidates selected by the Nominating Committee and/or nominated by the membership are eligible for election to offices of the U.M.R.A.
Section 4, Voting — Voting shall be made for each officer beginning with the President and shall be completed prior to moving to the next office or board position. Voting shall be by secret ballot.
Section 5, Regular Meetings — Regular meetings of the Board of Directors shall be held as designated by the President of the Board of Directors.
Section 6, Special Meetings — Special meetings of the Board of Directors may be called at the request of the President or the majority of the Directors. The person or persons authorized to call special meetings of the Board may fix any place within the State of Indiana for such meeting.
Section 7, Notice of Special Meeting — Notice of any special meeting of the Board of Directors shall be given at least three (3) days previous thereto by written notice delivered personally or sent by mail, telegram or telefacsimile to each director at their address as shown by the records of U.M.R.A.
Section 8, Waiver of Notice — When all Directors are present at any Directors meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the Directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed by the Secretary of the Corporation in the corporate minute book, the transactions thereof are, and shall be, as valid as if a meeting had been regularly called and noticed.
Section 9, Quorum — Two thirds (2/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if fewer than two thirds (2/3) of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time and without further notice.
Section 10, Manner of Acting — The act of a majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors except where otherwise provided by the General Corporation laws of the State of Indiana, the Articles of Incorporation, or these By-Laws.
Section 11, Vacancies — Any vacancy occurring in the Board of Directors shall be filled by the President, which shall be approved by the Board. He may appoint a Director to serve for the unexpired term of this predecessor in office within thirty (30) days of the vacancy occurring.
Section 12, Resignation — Any Officer or Board Member may resign at any time by giving written notice to the Board of Directors or to the President or Secretary. Any such resignation shall take effect at the date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 13, Vacancies — A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled by the acting President, which shall be approved by the Board.
Section 14, Removal of Officers or Directors — The U.M.R.A. elected members of the Board of Directors are given the authority to remove any officer who is not in compliance with the current U.M.R.A. policies and rules previously approved by the general membership.
(a) This action requires three (3) secret ballots taken separately by the U.M.R.A. elected members of the Board of Directors. Each ballot must be a unanimous decision. Upon the occurrence of three (3) separate ballots by said group resulting in a unanimous decision the officer shall be removed from said capacity effective immediately. Said officer is required to submit all U.M.R.A. records and equipment to the Board of Directors.
Section 15, President — The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall preside at all meetings of the Board of Directors. He shall preside, or shall appoint some other active member to preside, at all standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the board of Directors or by the By-Laws. The President shall vote only in the event of ties.
Section 16, Vice-President — In the absence or disability of the President, the Vice-President, in order of their rank as fixed by the Board of Directors, shall perform all of the duties of the President and when so acting shall have all the powers of, and be subject to all the restriction upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
Section 17, Secretary — The Secretary shall attend all meetings of the board of Directors and shall keep at the principal office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the board of Directors, with the time, and place of holding, the names of those present, and the proceedings thereof. The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws. The Secretary shall also keep an up to date record of points earned in competition to be available at all events.
Section 18, Treasurer — The Treasure shall keep the adequate and correct accounts of the properties and business transactions of the corporation. The books of accounts shall be at all reasonable times open to inspection by any Active member in good standing. The Treasurer shall oversee collection and deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as he may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of his transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by the By-Laws. In addition, he shall post bond, at U.M.R.A. expense, if required by the Board of Directors. The detail duties of the Treasurer can be assigned to the Administrative Director and/or other responsible members of the U.M.R.A. staff hired to conduct the business operations and function.
Section 19, Term of Office — Directors shall serve one (1) two-year term. Officers shall serve one (1) one-year term. No more than four (4) directors should be elected per calendar year.
(a) Directors and all Officers terms, except the Treasurer, shall begin on November 1 following their election.
(b) The Treasurer term shall begin January 1 following their election.
(c) All banquet functions will be the responsibility of the outgoing President.
ARTICLE VII DUES & ASSESSMENTS
Section 1, Active and Associate Members — The annual dues for each active and associate member shall be a minimum of $15.00 per calendar year due and payable on January 1.
Section 2, Right of Directors to Change Dues — Except in the case of Life Honorary members, from whom no separate dues shall be exacted, the Board of Directors shall have the power to change and/or fix from time to time the amount of the dues levied upon any class of membership.
Section 3, Payment of Dues — All annual dues must be paid in full when the application is filed with the membership committee.
Section 4, Failure to Pay Dues — No Active or Associate member shall be issued a membership card for any calendar year unless and until their dues shall have been paid in full; nor shall he or she be privileged to exercise any of the rights and privileges of his or her class of membership unless and until said dues shall have been paid in full. No member whose dues shall not have been paid in full shall be privileged to vote at any annual or special meeting of members, nor cast a vote for the election of Directors.
Section 5, Fines and Assessments — The Board of Directors may levy such fines and assessments on active members as, in the sole discretion of the Board of Directors, or their designates as they deem to be in the best interests of U.M.R.A.
ARTICLE VIII COMMITTEES
Section 1, Members — The chairman of each committee shall be appointed by the Board of Directors and shall be solely responsible to the Board of Directors and shall be solely responsible to the Board of Directors for the actions of the committee. The chairman of each committee shall in turn appoint such other members as he may deem necessary or advisable in order to carry out the duties of the committee.
ARTICLE IX INDEMNIFICATION OF DIRECTORS & OFFICERS
Section 1 — No member or employee of U.M.R.A. shall be personally liable for any of its debts, obligations and/or acts.
Section 2 — Each member of the Board of Directors and each officer of the Corporation, whether or not then in office, (and his heirs, executors, and/or administrators) shall be and hereby is indemnified by the Corporation against any and all cost and expense (including but not limited to, legal counsel fees) reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding, to which he may be made party by reason of his being, or having been, a member of the Board of Directors or an officer of this Corporation, including costs and expenses paid in connection with the settlement or compromise of any such action, suit or proceeding; provide, however, that nothing herein contained shall protect or be deemed to protect any such member of the Board of Directors or officer of the Corporation against any liability to the Corporation or to its members to which he would otherwise be subjected by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. The foregoing right of indemnification shall not be exclusive of other rights to which and member of the Board of Directors or officers of this Corporation may be entitled to as a matter of law.
ARTICLE X AMENDMENTS TO THE BY-LAWS
Section 1, Directors’ Rights — Subject to the right of the membership to adopt, amend or repeal By-Laws of the Corporation, as hereinafter in Section 2 provided, the Board of Directors may adopt, amend or repeal any of these By-Laws by two thirds (2/3) of the vote, other than a By-Law or amendment thereof changing the authorized number of Directors; provided that any change in the By-Laws adopted by the Board of Directors must be submitted to the next regular or special meeting of the members.
Section 2, Members’ Rights — New By-Laws may be adopted or these By-Laws may be repealed or amended at any annual or special meeting of the members, or at any other meeting of the members entitled to vote by two thirds (2/3) vote or by written assent of such members.
ARTICLE XI APPENDIXES
These By-Laws shall be interpreted to mean and include any Appendix attached hereto, and made a part hereof, designated “appendix to the By-Laws” by the Board of Directors.
Adopted this 29th day of March, 1998, by the Board of Directors.
Ratified by the U.M.R.A. membership this 29th day of March, 1998.
March 29, 1998