ARTICLES OF INCORPORATION
MERCEDES-BENZ CLUB OF AMERICA, INC.
ARTICLE I: NAME
The Section shall be known as the “HAWAII SECTION MERCEDES-BENZ CLUB OF AMERICA, INC.”
ARTICLE II: AUTHORITY
The Section derives its authority from its incorporation as a nonprofit corporation under the laws of the State of Hawaii by virtue of a Certificate of Incorporation filed with the State of Hawaii and of a charter granted by the MERCEDES-BENZ CLUB OF AMERICA, INC., a Colorado nonprofit corporation.
ARTICLE III: STATUTORY OFFICE
The Section shall maintain a statutory office within the State of Hawaii and keep there any and all books and records required by the law.
The Section shall also designate a person residing within the jurisdiction as its statutory agent upon whom process in any legal proceeding against the Section may be served.
ARTICLE IV: DURATION
The duration of the Section shall be perpetual.
ARTICLE V: PURPOSE
- To serve the interest of Mercedes-Benz owners and enthusiasts through official contacts with factory outlets via the National organization.
- To gather them together socially.
- To improve their enjoyment of the Mercedes-Benz vehicles.
- To facilitate procurement of technical and engineering information about Mercedes-Benz automobiles.
- To participate in motor events with Mercedes-Benz vehicles within the Section, Regionally, and Nationally.
- To represent the Marque in contemporary motoring circles.
ARTICLE VI: BYLAWS
The Section may adopt Bylaws prescribing the qualifications for membership, the classification, privileges, and obligations of members, the method of its organization and government, the conduct of meetings, and other such matters as may be desirable and add to or change the same from time to time as prescribed. The Section shall make no changes to its Bylaws contrary to, or in conflict with the National MERCEDES-BENZ CLUB OF AMERICA, INC.
ARTICLE VII: AFFILIATES
- The Section is an organization whose interest, influence, and membership extend throughout the State of Hawaii, but some activities are to be carried on by means of affiliations with other Sections and with the National Business Office of the MERCEDES-BENZ CLUB OF AMERICA, INC.
- The Section has the right to use the words “Mercedes-Benz Club of America, Inc. Hawaii Section” pursuant to the Bylaws of the MERCEDES-BENZ CLUB OF AMERICA, INC.
- Unless expressly authorized by formal resolution of the governing body of the Section, no member or group of members shall use the name of the Section in connection with any activity or event, except pursuant to such rights granted to such an affiliated group, and then only in such a way as to make apparent the affiliated group is the sole sponsor of such activity or event.
- All persons extending credit to, contracting with, or having any claim against such affiliated group shall look only to the funds and property of such group for the payment of any debt, damages, judgments, or other claim, so that neither the members of such group, nor the Section, nor any of its members, nor any of the members of the governing body of either shall be liable therefore.
ARTICLE VIII: LIMITS OF LIABILITY OF DIRECTORS OF THE CORPORATION
The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest possible extent permissible under Hawaii State law.
ARTICLE IX: INDEMNIFICATION OF THE DIRECTORS OF THE CORPORATION
The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under Hawaii State law. The Section Bylaws may authorize and provide for such indemnification.
APPROVED by votes of the Board of Director, (date) and the general membership (date).
President / s / Gregory Gibbons
Member Number: (on file)
Date: August 24, 2013
Secretary / s / Eugene Villaluz
Member Number: (on file)
Date: August 24, 2013
MERCEDES-BENZ CLUB OF AMERICA, INC.
APPROVED by votes of the Board of Directors on (date) and the general membership on (date) of the Section.
ARTICLE I: MEMBERSHIP
Members shall be classified in the following manner as shown in the Mercedes-Benz Club of America, Inc. (MBCA) bylaws:
- Active/Family Members (adult family members). In voting by Active/Family Members, only one vote per Active/Family membership is allowed (i.e., one vote per MBCA member number).
- Honorary Members.
Membership in the Section is open to anyone who is in good standing with MBCA and who requests MBCA to have their membership affiliated with this Section.
ARTICLE II: SUSPENSION OR REVOCATION OF MEMBERSHIP
Any member or members not in good standing with the MBCA shall automatically have their Section membership suspended until such time as they are restored to good standing in MBCA.
Any member or members who have had their MBCA membership revoked shall automatically have their Section membership revoked.
ARTICLE III: OFFICERS, EXECUTIVE COMMITTEE, AND BOARD OF DIRECTORS
The Officers of the Section shall consist of a President, Vice President, Secretary, and Treasurer. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of President and Secretary.
The Officers shall constitute of the Executive Committee of the Board. The Executive Committee shall have the authority to manage the affairs of the Section between meetings of the Board of Directors.
The number of Directors of the Section shall be determined by a majority vote of the Executive Committee. On the islands in which there are at least two Active/Family members a director-at-large may be elected to serve as a director.
The Board of Directors shall be elected every two (2) year(s) by the Active/Family Members.
The election process is as follows:
- A Nominating Committee shall be established, chaired by the Immediate Past President, consisting of up to four other members of the Section in good standing appointed by the President and confirmed by the Board of Directors at the third quarterly meeting of the Board of Directors to be held in the month of July. If the immediate Past-President is not available to serve as Chairperson of the Committee, another Chairperson shall be appointed by the President and confirmed by the Board of Directors.
- The Nominating Committee will promptly begin its search for candidates who agree to serve on the Board of Directors. The Nominating Committee will notify the Section membership of its nominations no later than August 15th. Further nominations may be made by an Active/Family Member in good standing to the Secretary of the Section no later than August 30th.
- All elections shall be by secret ballot of the Active/Family Members. Such ballot will be distributed in September, usually in the Section newsletter. To be counted, all ballots must be received by the Secretary of the Section no later than September 30th.
- That number of Directors to be elected who receive the highest number of votes shall be elected.
Each member of the Board of Directors has voting rights in any matters that come before the Board of Directors.
Officers of the Section shall be elected by the Board of Directors from among the members of the Board, by majority vote at its fourth quarterly meeting to be held in the month of October.
Officers serve for the term of one (1) year. The term of Officers shall commence at 12:01 a.m. on November 1st and terminate at midnight on the following October 31st.
Any Officer or Director of this Section may resign, provided that any such resignation is made in writing and delivered to the Section President or Secretary. Unless any such resignation is, by its terms effective on a later date, it shall be effective on delivery to such Officers, and no acceptance by the Board of Directors of this Section shall be required to make it effective.
Any Officer of the Section may be removed at any time with or without cause, by the recommendation of the Executive Committee and approved by a majority vote of the Board of Directors of the Section; provided, however, that the Board of Directors may take such action even if a recommendation for removal has not been made by the Executive Committee. The Officer in question shall be notified and given a reasonable opportunity for a hearing before the Board of Directors prior to such action being taken.
Any Directors of the Section may be removed at any time with or without cause only by the Active/Family Members by a two-thirds vote (of those voting).
Any vacancy in an Officer position shall be filled by appointment by the President with the concurrence of the Executive Committee. Any vacancy in a Director position shall be filled by the vote of remaining Directors.
The Officers shall provide reports as required by the Internal Revenue Service, authorities of the State/Province in which the Section has been formed, the National Business Office of MBCA, and other authorities as required by law.
The Section may limit the liability and provide for the indemnification of the Officers and Directors as provided by law.
ARTICLE IV: ACCOUNTS
The fiscal year of the Section shall begin on the 1st day of January and terminate on the succeeding 31st day of December.
The financial records shall be maintained by the Treasurer to reflect receipts, disbursements, balances, and assets of the Section.
The funds of the Section shall be deposited in a bank under the Section name. The bank will be designated by the Executive Committee. The Treasurer may recommend a bank based upon the best appraisal of the benefits the bank has to offer.
Checks and other orders for payment of monies in the name of the Section shall be signed by the Treasurer or the President of the Section, or by the signatures of both if the Board of Directors shall establish a policy for dual signatures.
ARTICLE V: SECTION MEETINGS AND EVENTS
The Section shall hold an annual meeting (and such other periodic meetings as the Board of Directors may establish) for the benefit of its members and their guests.
Notice of such events shall be announced in the Section newsletter at least one month in advance of the event so that Active/Family Members will have time to submit their reservations and payments for the respective events.
The Board of Directors shall meet at least quarterly (and more frequently as the Board of Directors may establish) to manage the affairs of the Section.
The Executive Committee will meet on a schedule to be established by the Executive Committee. In addition, the Executive Board may be called into a special meeting by any Officer when an urgent matter requires attention.
At meetings of the Board of Directors or the Executive Committee, a quorum shall be a majority of the members of the Board or the Executive Committee, as the case may be. If a quorum is present, action may be taken by a majority vote of the members present and voting.
ARTICLE VI: AMENDMENTS
Notice of proposed amendments to the Articles of Incorporation, Constitution or Bylaws of the Section must be presented to the Active/Family Membership at least 30 days prior to a vote on such amendments.
Such amendments may be adopted by a two-thirds majority of all Active/Family Members voting at a membership meeting or returning their mailed ballots.
ARTICLE VII: COMPLIANCE WITH MBCA NATIONAL BYLAWS AND STANDARD OPERATING PROCEDURES
The Section shall abide by the MBCA National Bylaws and Standard Operating Procedures.
Approval of the Bylaws by the MBCA is requested on behalf of the MERCEDES-BENZ CLUB OF AMERICA, INC., HAWAII SECTION.
August 24, 2013
MBCA Executive Director
MBCA National Vice President
August 24, 2013. Approved by the Board of Directors, Hawaii Section and accepted by the membership.