Club Bylaws Rev. 10/21/2013
Elected HERD Board

• 1. Name and Address
  • 1.1 Name - The official name of this club shall be "The HERD - Tri-State 94-96 Impala Enthusiasts" (hereinafter "The HERD" or "Club")
  • 1.2 Intellectual Property - The following names and slogans are copyrighted and are trademarks or servicemarks of The HERD:
    

    The HERD
    SStampede
    Runnin' With The HERD
    www.TheHERD.com

  • 1.3 Mailing Address - The Club's permanant mailing address

    The HERD
    P.O. Box 599
    Lisle, IL 60532-0599
    www.TheHERD.com

• 2. General Purpose
  The HERD is a non-profit organization formed in late 1994 by John P. Kelly for the benefit of 94-96 Impala SS owners or enthusiasts. The club provides a network for members to enhance their enjoyment of owning or driving the last of the great Rear Wheel Drive, V-8, Chevrolet sedans.
  • 2.1 The HERD also recognizes all 1991-1996 General Motors B and D body platform V-8, rear wheel drive sedans and station wagons.
• 3. Special Club Goals
  • 3.1 To plan and regulate functions or activities including, but not limited to, general meetings, technical sessions, social functions and assistance in obtaining parts, service, and discounts for members.
  • 3.2 To provide its members with access to knowledge about their 94-96 Impala SS and also provide a forum for members to exchange information, ideas, and experience.
  • 3.3 To promote safe driving habits and enhance the driving skill of its members.
  • 3.4 To provide assistance to any motorist in distress when such assistance is both safe and feasible.
  • 3.5 To plan and regulate functions or activities designed to assist local charitable institutions or organizations.
  • 3.6 To HAVE FUN!!!
• 4. Officers
  • 4.1 Officers Of The Board
    The Board of The HERD shall consist of a President, Vice President, Secretary, Treasurer, and Founder.
  • 4.2 Duties of Officers Of The Board
    • * 4.2.1 President
      This officer shall be the Chief Executive Officer of The HERD and shall be subject to the control by the membership, have general supervision, direction, and authority of the business and affairs of the club. This officer shall preside at all Board meetings and at meetings of the membership where possible. In addition, this officer shall act as liaison officer between this club and other organizations.
    • * 4.2.2 Vice President
      This officer shall serve as assistant to the President and shall be Chairman of the membership committee. Also, this officer shall, in the absence of the President, perform the duties and have the powers of the President.
    • * 4.2.3 Secretary
      This officer shall see that a record of all minutes, votes, and attendance during Board and Membership meetings, and attendance at club functions are kept in the The HERD minutes book. The productions of the club newsletter shall also be the responsibility of this officer. This officer shall, in the absence of the President and Vice President, perform the duties and have the powers of the said officers.
    • * 4.2.4 Treasurer
      This officer shall keep adequate and accurate accounts of all monies and values in the care of and to the credit of the club with such depository as may be designated by the Board. This officer shall disburse funds of the club as ordered by the Board, shall render to the Board and members, when requested, a record of the officers transactions as Treasurer, and of the financial condition of the club. This officer shall have custody of the club's financial records during their tenure. This officer shall keep and maintain the membership list and shall issue welcome packages and renewal notices as required. The Treasurer is also responsible for maintaining and keeping the club's PO Box, Domain Name, Web Host, and Club Insurance accounts current and up to date. In the absence of the President, Vice President, and Secretary, this officer shall perform all of the duties and have all of the powers of the said officers.
    • * 4.2.4 Founder
      This Non-Elected officer shall provide general guidance and direction for the club. This honorary position will have no Board voting privileges, powers or responsibilities.
• 5. The Elected Board
  • 5.1 The Elected Board Positions of The HERD shall be elected annually at the November general membership meeting and take office at the December general membership meeting.
  • 5.2 Nominations and volunteers for the Elected Board positions will be accepted beginning at the general membership meeting in October and continue to be accepted until the beginning of voting at the November general membership meeting.
  • 5.3 Nominees shall be members in good standing at the time of election and have over 12 months of membership in The HERD club.
  • 5.4 Elected Officers shall be elected by simple majority of members in good standing in attendance at the November general membership meeting.
  • 5.5 Elected board positions will have no term limits. The board feels that if the members continue to vote for a particular board member who is doing the job, why penalize that board member with a two-year term limit. This is not to say that we don't encourage members to seek out board positions; however, we also realize that some board positions may be difficult to fill.
• 6. Board Officer Replacement
  • 6.1 In the event of any permanent inability of any Board member to fulfill their duties a replacement shall be appointed, with all due haste, by the remaining Elected officers to fill the remainder of the term of office.
  • 6.2 Any officer found to be in gross violation of these By-laws or acting against the best interest of The HERD, may be removed from office by majority vote of members in attendance at a regular or emergency meeting. Notice of this special vote must be published and distributed at least two weeks in advance of the next general membership meeting or as practical for an emergency meeting.
• 7. Non-Elected Officers
  • 7.1 The Honorary Board Position of Founder is to be held as long as the Founder is able and the Board sees fit.
  • 7.2 The Board may appoint such other non-voting officers as the business of The HERD may require.
  • 7.3 The Appointed Officers shall hold office for such period, have authority and perform such duties as required by the Board that appoints (i.e. web master, recruiter, special events chairman, etc.).
• 8. The Board
  • 8.1 The Board shall conduct and manage the affairs and business of The HERD in the best interest of the membership.
  • 8.2 The Board shall propose such rules and regulations as may be necessary or convenient, provided those rules or regulations do not conflict with any known laws, votes of the membership, or these by-laws.
  • 8.3 Elected Officers shall be expected to represent The HERD by being present at Club functions whenever possible.
  • 8.4 Physical custody of club records will be determined by the Board.
• 9. Fees and Compensation
  Officers, elected or appointed, shall not receive any salary or fees for their services as officers, other than reimbursement of Board approved expenses for club functions.
• 10. Meetings of the Club
  • 10.1 Membership Meetings
    Membership meetings shall be held regularly at a date, time, and location to be determined by the Board. Notice shall be given in advance by via the club newsletter and club web page. Meetings will be governed by the rules of the presiding officer.
  • 10.2 Board Meetings Meetings of the Board are open to all interested mem
    bers and will be held as needed prior to the membership meetings. Date, time, and location shall be made known to the membership, time permitting. Non-board members may be asked for input but shall not vote at or disrupt Board meetings.
  • 10.3 Emergency Meetings
    • * 10.3.1 Emergency meetings of the membership may be called by the Board in order to conduct business of an urgent or emergency nature.
    • * 10.3.2 The reason for the Emergency Meeting shall be stated and no other general club business shall be conducted at these meetings.
    • * 10.3.3 Members shall be notified of the date, time, and location of any Emergency meetings as practical.
• 11. Membership
  • 11.1 Memberships Fees
    • * 11.1.1 Membership fees for members of The HERD shall be $30 annually based on the anniversary date of joining the club.
    • * 11.1.2 The board may at any time propose a change to the membership fee. Notice of the proposed must be published and distributed at least two weeks in advance of a general membership meeting. This change must be approved by simple majority of members in good standing in attendance at a general membership meeting.
    • * 11.1.3 A special assessment fee may also be levied on new members to defray administration expenses as approved by the Board.
    • * 11.1.4 The Board may occasionally offer discounts or special membership rates at Club functions in order to attract new members without consultation of the members.
    • * 11.1.5 The Board will add one month to the renewal date of any member listed as the "referred by" on any membership application of a new member.
  • 11.2 Types of Membership
    • * 11.2.1 General Membership
      Any person interested in and willing to further the purpose and goals of The HERD shall be eligible for general membership. Such membership shall include general member voting privileges (1 vote), the right to hold office, and receive all benefits of membership. Other family members at the same residence are welcome to participate in club events but do not enjoy club benefits.
    • * 11.2.2 Board Member Membership
      Current members of the club board will be relieved of their dues responsibility for the term of their position.
    • * 11.2.3 Honorary Membership This membership may be bestowed by agreement by the Board to VIPs. No voting or office holding privileges are granted to this type of membership. All privileges and revocation are at the discretion of the Board.
    • * 11.2.4 Reciprocal Membership This membership may be bestowed by agreement by the Board to officials of other car clubs. In exchange for this membership the club requests a reciprocal membership in the other car club. The intention of this membership is for the exchange of newsletters and other similar club information.
  • 11.3 Member in Good Standing
    • * 11.3.1 Membership privileges take effect upon receipt of dues and fees by any Board member and continue for one (1) year until the renewal date.
    • * 11.3.2 Dues are due on the renewal date and become delinquent 30 days after this date.
    • * 11.3.3 Delinquent renewals, when paid revert to their original renewal date.
    • * 11.3.4 Persons rejoining after an absence of one year or more will receive a new membership number and date.
    • * 11.3.5 The Board reserves the right to charge late renewal fees.
  • 11.4 Member Benefits
    All members in good standing enjoy the following benefits:
    • * 11.4.1 Voting privileges in accordance with their type of membership
    • * 11.4.2 Club Newsletter - SStampede - 4 Editions per year minimum.
    • * 11.4.3 Access to club web page and e-mail digest
    • * 11.4.4 Club name tag
    • * 11.4.5 Club Sticker "Runnin' With The HERD"
  • 11.5 Member Responsibilities
    • * 11.5.1 Members shall maintain their vehicles, drivers license, vehicle registration, and vehicle insurance, in accordance with all applicable laws of the states and localities in which it that vehicle is operated.
    • * 11.5.2 The Club assumes no liability with regard to members¹ failure to comply with any laws, rules, or regulations.
    • * 11.5.3 Guests and family members are encouraged to participate at club functions or activities. Members are responsible for their guests.
    • * 11.5.4 To contribute material, stories, photos for the production of the club newsletter.
  • 11.6 Membership Revocation
    Membership privileges may be revoked, by a majority vote of Board, if a member is found to be acting against the best interests of The HERD or in gross violation of the by-laws.
    • 11.6.1 Once membership has been revoked, the individual will be permanently ineligible from holding a HERD Board Officer or leadership position within the club. Furthermore, the individual must submit a new member application for Board review and receive majority vote of Board to become a member in good standing again.
  • 11.7 Benefits and Fees
    The Board will assign all fees for and benefits of club functions or activities as fairly and equitably as possible.
• 12. Legalities
  • #12.1 Personal Liability All persons or corporations extending credit to, contracting with, having any claim against, or members of The HERD, shall look only to the funds and property of the club for payment of such contracts or claims.
    • # 12.1.2 Neither the members of The HERD nor the officers, present, past, or future shall be personally liable for any claims or contracts.
    • # 12.2 Illegal Operations
      The HERD shall not knowingly organize, sponsor, plan, assist, sanction or allow its name to be associated in any manner whatsoever with any illegal functions.
    • # 12.3 Amendment of By-laws Amendments to these by-laws may be proposed by any member in good standing at any regular membership meeting. The vote to adopt or reject the proposed amendment shall be taken at the next regular membership meeting after the proposed change after that amendment has been published and distributed at least two weeks in advance of the next general membership meeting. The amendment shall then be adopted if it receives the majority vote by the members in attendance at that meeting.
• 13. Matters Not Stated

# All matters not specifically provided for in the by-laws of The HERD shall be controlled by the Board.

www.theherd.com
Club Bylaws Written by John P. Kelly

Ratified by Membership Approval November 2001