Cadillac V-Club Constitution & By-Laws

V-Club Inc. a Texas Corporation

1. PURPOSE OF CLUB:

A. Enhance the ownership experience of driving, altering and modifying Cadillac V-Series performance vehicles.

B. To encourage family and friend participation in said club through social networking.

C. To promote friendship, support organization functions held by such club, as well as others who have such interest.

D. To support a charitable non-profit organizations through fund raising and other individual donations.

2. OFFICERS AND DIRECTORS:

A. All officers and directors shall be elected by a majority of the Board of Directors present at any annual meeting or special meeting called for that purpose.

B. The club will consist of three (3) Officers.

C. The officers are: President, Executive Vice President, Vice President Secretary/Treasurer;

The number of Directors shall be limited to the 3 Officers (President, Executive Vice President, Vice President Secretary/Treasurer), the Executive Vice President and the Chapter Directors from each local Chapter, all of whom shall be voting members and shall be referred to as the Board of Directors. The President shall be a director, but no other officer is required to be a director. At least one Platinum Sponsor member shall be a Director and each local chapter shall have at least one member on the Board of Directors.

3. OFFICERS & DIRECTORS' RESPONSIBILITY:

A. PRESIDENT: The President is an Officer and Shareholder and will preside over all meetings called for and will serve as an ambassador to any functions or activities held by the club or any other club he or she is asked to attend. He or she shall meet at least once a quarter with the Board of Officers. He or she will keep and update the membership roster, collecting and keeping a record of who has and has not paid club dues, with a current dues roster; collect monies for and order club jackets, shirts and official V-Club accessories; and keep all Directors and Officers informed regarding the operational status of the V-Club.  He or she shall also be responsible to plan and oversee the budget of the club funds for each year during the term of office.

B. EXECUTIVE VICE PRESIDENT: The Executive Vice President is an Officer and Shareholder who will preside over all meetings called for when the President is unable to attend. In this role, the member must attend a minimum of one monthly scheduled meeting of the V-Club in his or her local chapter and must also attend a minimum of one annual V-Club sponsored event or meeting where all Board Members are present. He or she will seek ways to help build membership, create ideas, recruit sponsors and help promote and maintain interest for and by the members of the V-Club. He or she will work closely with each Chapter Director for local Chapters and will take the lead role for solicitation of sponsors for the V-Club.  The Executive Vice President will conduct a minimum of one conference call or meeting per month with each local Chapter Director to review plans, membership growth and attrition.

C. VICE PRESIDENT SECRETARY/TREASURER: The Vice President & Secretary/Treasurer is an Officer and Shareholder.  In the role of Treasurer, will be responsible for all monies received and disbursed by the club. He or she must keep a complete account of all such matters by a ledger, and when called upon, present such matters to the club, and for the yearly audit which will be conducted yearly, and for the incoming Treasurer, prior to assuming the office. The audit committee will consist of the outgoing Treasurer, the incoming Treasurer, and an audit committee consisting of two (2) members appointed from the club by the President. In the role of Secretary, will be responsible for the minutes for all meetings called for, for roll call, and handling all correspondence brought forth by the club and its members. The Secretary may at his or her discretion, designate any member to keep the minutes for any meeting.

D. MARKETING & COMMUNICATIONS DIRECTOR: In the role of Marketing and Communications Director, will be responsible for marketing and promotional activities related to the V-Club.  This includes all social media apps such as Facebook and Twitter.  Will work closely with all Board Members and communicate frequently with Chapter Directors regarding news, event photos and videos.  Responsible for all promotional flyers, brochures and other marketing material including banners and flags in order to ensure a consistent “brand image” for the V-Club.

E. REGIONAL DIRECTOR: There will be one Director elected per Region who will lead the recruitment of local Chapter Directors and V-Club sponsors.  He or she will act as the primary focal point for the V-Club in within the assigned region. He or she will provide direct support to local Chapter Directors to help plan local Chapter events and functions in a Region and will report to the Executive Vice President of the V-Club. He or she will assist the Executive Vice President and the President in the areas of building membership and help promote and maintain interest for and by the members of the V-Club.

F. CHAPTER DIRECTOR: There will be one Director elected per Chapter who will preside over all local meetings.  He or she will act as ambassador to all local functions. He or she will plan and manage all assigned local Chapter events and functions in a Region and report to the Regional Director of the Cadillac V-Club.  He or she will assist the Executive Vice President and the President in the areas of building membership and help promote and maintain interest for and by the members of the V-Club.

G. BOARD OF DIRECTORS: The Directors will be responsible for all voting matters prior to vote by club members and will represent the interest of the local Chapter membership. The Directors will consist of the above mentioned Officers and members at large as nominated by the Board and approved by the V-Club officers.

4. HOLDING OFFICE:

A. Anyone who has a desire to hold a leadership position or role in the V-Club may do so by submitting a request for nomination to a Board Member or Officer.  During the annual Board Meeting, the sponsoring Board Member or Officer will present all nominations to the Board of Directors who will cast a vote on the request.  All candidates must have been a member of the club for one year prior to holding any office unless a special exception is granted. If a member is unable to complete his/her term of office for any reason, a member may be appointed to fill the remainder of the term of office by the Board of Officers, called in a special meeting.

B. Offices (positions or roles) must be held for a minimum of two (2) years and may seek and accept renewal terms indefinitely or until their successors are elected and qualified.

C. Directors or office holders who fail to perform their duties, responsibilities or do not comply with the terms and conditions of the By-Laws may be removed from their position at any point during their term.  Removal must be approved by a majority vote of the Board of Directors two of which must be Officers of the V-Club.

5. ORGANIZATIONAL STRUCTURE:

A. The V-Club is segmented into national "Regions" and  local "Chapters", i.e. South Central Region includes the Dallas/Fort Worth (DFW), Houston and the Austin/San Antonio (ASA) Chapters. In order for a local Chapter to be "chartered" by the V-Club a request must be submitted to a Officer of the V-Club which will then be reviewed by the Board of Directors. In order to be "approved" the local Chapter request must include:

(a) A V-Series owner named as Chapter Director

(b) V-Series Chapter Director must have been a V-Club member for a minimum of 1 year

(c) A minimum of 15 V-Series owners who reside within a 100 mile radius of the proposed local Chapter

(d) A minimum of 1 local Cadillac dealer sponsor

B. The V-Club also accepts applications from V-Series owners who physically do not reside in the United States of America as "Affiliate Members". 

6. MEMBERSHIP:

A. Any person or persons and family, 18 years or older, will be eligible for membership to said club.

B. Application of such person or persons must be reviewed and approved by a minimum of one Club Officer.

C. Applicants must own a Cadillac "V" series vehicle. If not, he or she must have a vehicle within 30 days of application or forfeit membership. If a member sells his or her V Series vehicle, membership in Club will be forfeited unless a replacement V Series vehicle is purchased within 30 days.

D. If a member sells their "V" series vehicle and wishes to remain as a club member, he or she may do so by converting their membership to one of the available Sponsor levels as long as he or she owns a business that would deemed to be mutually beneficial.

D. Membership consists of Member only and a member shall have but one vote.

E. Prospective members are encouraged, but not required to attend at least one club event prior to submitting their application. If accepted for membership, the prospective member will be immediately considered a member of the club upon receipt of their membership fee by the V-Club. If an application is rejected, the prospective member will be notified at that time, or by written notice by the club administrator and any annual dues received with the application will be returned to the prospective member.

F. Prior to being considered for membership, the prospective member will fill out and submit an online application for membership. Membership term will run from the date of approval for a period of 1 year and is not automatically renewable.  Member will be informed via email 30 days prior to their membership expiration date.

G. Prospective member shall not order or receive club apparel and a membership id Card until payment of their dues.

H. Any club member who leaves the club, for any reason, may continue to wear any club apparel purchased if he or she desires to do so.

I. Prospective club members, upon filling out an application should indicate who referred them to the club and that person will serve as their "sponsor" (if anyone). 

J. The member will be assigned to a Region based on their physical location.  If a local V-Club Chapter exists within 100 miles of their location, at the time he or she submits an application, the prospective member elect to join the local V-Club Chapter.  By doing so the member will be assigned to two "groups", i.e. Region and a Chapter but their membership "level" and associated annual dues will be at the Chapter level.

7. MEMBERSHIP TYPE VEHICLES:

A. The following type vehicles will be recognized for membership:
  • Cadillac CTS-V
  • Cadillac STS-V
  • Cadillac XLR-V
  • Cadillac ATS-V
  • Cadillac XTS-V
  • Cadillac CTS-V Sport
  • Cadillac XTS-V Sport

B. Vehicles should be well maintained and in good condition when attending events.

C. Vehicles may be altered, built, or modified for competition; or they may be stock, non-altered daily drivers.

8. MEMBERSHIP RESPONSIBILITY:

A. As a member of such club, you will be expected to promote and to take part in a good share of club meetings, activities, and functions brought forth.

B. As a member of such club, you are required to always represent yourself in a professional manner, treat your fellow club members with respect and courtesy and avoid any threats, verbal abuse or negative postings in emails or on public internet forums. This includes disagreements or misunderstandings with V-Club sponsors and other organizations who support the V-Club. Any complaints against a V-Club member or sponsor must be submitted in writing to an Officer or Director of the V-Club.

C. Members must operate vehicles in such a manner that it will not cause embarrassment to said club, its officers, and members. No illegal activity will be condoned at any time. If such a case arises, the offending member will be permanently removed from the club.

D. All club members who drive while involved in club functions or are traveling with said club going to or from a club function, shall abide by the laws of the State of Texas, or any other State when representing the club.

E. Social Media: The posting of indecent photos, using profane language or otherwise disorderly conduct that might alienate or reflect negatively towards V-Club members or our sponsors will not be tolerated.   Posting negative or untruthful statements pertaining to a V-Club member or sponsor are grounds for immediate suspension and membership cancellation.  Any member who has a grievance with a fellow member or sponsor must not post derogatory comments using any social media platform including Facebook, forums, twitter or the GroupMe app. Any and all grievances must be taken “off-line” and not be conducted on a public forum.

9. MEMBERSHIP CANCELLATION OR REVOCATION:

A. All members have the option to cancel their membership within the first thirty (30) days of membership activation or renewal and receive a full refund of their membership fee. A written request via postal mail or email must be sent to an Officer or Director of the Club requesting cancellation. The membership fee will be refunded via PayPal or check within ten (10) business days.  If member has received a membership ID card and the official V-Club shirt, these items must be returned at member's expense before a full refund will be approved.

B. All members have the option to cancel their membership after the first thirty (30) days of membership activation or renewal and receive a partial refund of their membership fee less any expenses incurred by the V-Club for costs incurred due to shipment of apparel, membership id card. The amount refunded will also be based on the number of months remaining in the membership term. A written request via postal mail or email must be sent to an Officer or Director of the Club requesting cancellation. The membership fee will be refunded via PayPal or check within ten (10) business days.

C. At any time during a membership term should the Board of Directors be informed of a member who has not complied with the terms and conditions of membership as stated in the published By-Laws, their V-Club membership will be immediately revoked. This revocation policy applies to any member regardless of their position or role within the V-Club. The member will receive a partial refund of their membership fee less any expenses incurred by the V-Club for costs incurred due to shipment of apparel and membership id card. The amount refunded will also be based on the number of months remaining in the membership term. A written request via postal mail or email must be sent to the member from the President after convening a Board of Directors meeting and its decision for revocation approval. The membership fee will be refunded via PayPal or check within ten (10) business days.

10. DUES AND MEMBERSHIP LEVELS:

A. Membership dues will be paid annually and are not automatically renewable (no recurring billing). Members will be notified automatically via email 30 days prior to the expiration of their membership and will receive reminder emails 10 days and on the day of renewal.  Members may at anytime request an upgrade or downgrade the level of their membership level.  If members initially join as a Regional Member, once a Local Chapter is chartered a request to join the Local Chapter can be submitted by Member.  Membership level will be upgraded and upon their next renewal date, membership dues will automatically increase.

B. CHAPTER SINGLE Membership dues are $150.00 per vehicle owner, based on a 12 month membership. Single Membership entitles the member to attend all V-Club sponsored events and and cost of any meal provided is covered for the member only. Members may invite a family member or other non-family members as "guests" to attend an event. Guest fees for meals must be paid in advance at the time of RSVP registration.

C. CHAPTER FAMILY Membership dues are $250.00 per family and may include up to two different V-Series vehicles. Family memberships include spouses and children who are welcome to attend V-Club sponsored events and the cost of any meal provided is covered for each immediate family member. Guests that are non-family members may be invited to attend an event and guest fees must be paid in advance at the time of RSVP registration.

D. REGIONAL SINGLE Membership dues are $100.00 per vehicle owner, based on a 12 month membership. Regional Single Membership is open to members where there is no local V-Club Chapter within a 100 mile radius.  Membership entitles the member to attend all V-Club sponsored events although the cost of meals is not included unless specifically noted in the event announcement.

E. REGIONAL FAMILY Membership dues are $150.00 per family and may include up to two different V-Series vehicles based on a 12 month membership. Family membership include spouses and children who are welcome to attend V-Club sponsored events although the cost of meals is not included unless specifically noted in the event announcement.  Regional Family Membership is open to members where there is no local V-Club Chapter within a 100 mile radius.

F. Platinum Sponsor Membership dues are $2,000 per year, based on a 12 month membership and each Platinum Sponsor is allocated 10 V-Club member accounts. The Platinum Sponsor must name a Membership Administrator who will distribute V-Club member accounts. These member accounts may be distributed only to employees of the sponsoring corporation or business. There will be one Platinum Sponsor designated as the “title” Sponsor and will also have their logo displayed on the V-Club Sponsorship page and in the footer of all other pages.

G. Gold Sponsor Membership dues are $500 per year, based on a 12 month membership and each Gold Sponsor is allocated 4 V-Club member accounts. The Gold Sponsor must name a Membership Administrator who will distribute V-Club member accounts. These member accounts may be distributed only to employees of the sponsoring corporation or business. All Gold Sponsors will have their logos displayed on the V-Club Sponsorship page.

H. Silver Sponsor Membership dues are $300 per year, based on a 12 month membership and each Silver Sponsor is allocated 2 V-Club member accounts. The Silver Sponsor must name a Membership Administrator who will distribute V-Club member accounts. These member accounts may be distributed only to employees of the sponsoring corporation or business. All Silver Sponsors will have their logos displayed on the V-Club Sponsorship page.

I. Bronze Sponsor Membership dues are $200 per year, based on a 12 month membership and each Bronze Sponsor is allocated 1 V-Club member account. All Bronze Sponsors will have their logos displayed on the V-Club Sponsorship page.

J. Affiliate Membership dues are $75.00 per vehicle owner, based on a 12 month membership. This level of membership is open only to non-residents of the United States of America who own a V-Series vehicle and would like to connect with and support the Cadillac V-Club. 

K. There will be a 30 day grace period for current members paying the next fiscal year's dues (renewal of membership), if needed by a member. If the dues are not paid within the 30 day probationary period, the member's account will be dropped from membership.

L. For prospective members, membership fee must accompany the application for membership to the club in order to be approved for membership. If there are no fees paid during the 30 day probationary period the application will not be considered for membership until such time as payment of dues are received and the applicant's member account will be suspended. If for some reason a application is rejected, any payment shall be refunded in full within 15 days.

11. MEETINGS:

A. The annual meeting of the Board Members, shall be held on the third Tuesday following the close of the fiscal year. All members are welcome to attend this annual meeting which will be conducted via web conference.

  • A special meeting of the Board Members may be called at any time upon seven days written notice to the Board Members, at the direction of the President, or the Board of Directors, or upon request of 10 percent of the members.
  • A quorum shall consist of those Board Members present at any annual or regular or special meeting.

B. Meetings will be held the first Thursday on the beginning of each Quarter, unless circumstances for a date, prior or later, require a change.

C. Meetings will be held once a quarter for a total of four (4) meetings annually.

D. Meetings will be announced as to location and time via the club website at www.cadillacVclub.com and also via the Board Members GroupMe app.

E. The Annual Meeting of Directors & Officers shall be held immediately following the close of the membership meeting.

  • A special meeting of the Board of Directors may be called at any time upon seven days written notice at the direction of the President or any three voting Directors.
  • A quorum shall consist of a majority of the Directors and Officers then in office.

12. VOTING:

A. Voting on all issues at club meetings will be by majority vote.

13. OTHER FUNCTIONS AND ACTIVITIES:

A. If the club is asked to take part in other clubs' functions, we will try and have at least one representative from our organization attend.

B. When in attendance at such functions, represent our organization in a manner of respect and in a professional manner to represent Cadillac and club members.

C. The Club shall designate one non-profit charity to support and quarterly donations will be made to the charity. Additional non-profit organizations may be supported throughout each year as agreed to by the Board of Directors.

14. SPONSORSHIP:

A. A Cadillac V-Club Corporate "title" Platinum level sponsorship is limited to one Cadillac dealer group per Chapter which is voted on annually by the Board of Directors at the Cadillac V-Club annual meeting. Additional Cadillac dealers may apply for sponsorship as Platinum level sponsors.  All Cadillac dealers applications will be reviewed and must be approved by the Board of Directors which includes 1 "at large" representative from Cadillac Hqs and the V-Club current title sponsor.

B. Cadillac dealer group Platinum sponsors must commit annually to:

  • Monthly - A designated venue "meet 'n greet" event conducted monthly where a complimentary meal is provided for all Cadillac V-Club members in attendance
  • Semi Annual (twice per year) - V-Series Car meet and technology review at dealership for Local Chapter members
  • Annual (once per year) - Co-Sponsor a private track day at a drag racing or close circuit road racing venue

C. Additional "non Cadillac dealership group" sponsorships are available. Businesses such as Performance Shops, Accessory Vendors or any business interested in supporting the V-Club may submit an online application for consideration. Each Gold or Silver Sponsorship will receive Cadillac V-Club memberships to be distributed to employees or associates of their organization.

D. Members who purchase a Single or Family Membership also have the option to sponsor the V-Club at a $100 discount off our normal sponsorship fees.  The V-Club is proud to promote "business networking" among it's members. All sponsorship fees are for one year and are renewable annually.

15. TRACK EVENTS:

A. Assumption of Risk. I UNDERSTAND that my presence on the premises of any track at an event scheduled by the Texas V-Club can expose me to dangers both from known risk and unanticipated risk. Acknowledging that such risks exist, I assume these risks including the risk of negligent conduct. I recognize that negligent conduct can cause property damage and personal injury including serious injury or death. I also recognize that my injuries and/or damages may be caused, increased, or com-pounded by negligent rescue operation or procedures.

B. Release, Covenant and Waiver. I hereby release, waive, discharge and covenant not to sue the Corporation (V-Club Inc) or any of the Corporation Sponsors and/or Event Participants, and their officers, directors, members, owners, successors, assigns, representatives, agents, employees, and affiliates (collectively, “Released Parties”) from any and all claims or liability arising out of injury or property damage suffered while on the premises of the track, including, but not limited to, any claim arising out of any condition on the premises of the track or the conduct of any person in connection with the preparation for, supervision of, or conduct of any practice, qualification, race, or race-related activity. I am specifically releasing the Released Parties, individually and collectively, for their negligence in any form. In signing this release, I FULLY RECOGNIZE THAT IF I AM HURT, HAVE A LOSS AS A RESULT OF AN INJURY AND/OR PROPERTY IS DAMAGED WHILE ON THE PREMISES OF THE TRACK, I WILL HAVE NO RIGHT TO MAKE A CLAIM OR FILE A LAWSUIT AGAINST THE RELEASED PARTIES EVEN IF THEY OR ANY OF THEM CAUSED MY INJURY OR DAMAGE BY THEIR NEGLIGENCE. The term “Event Participants” shall include any person or entity along with their officers, directors, members, owners, successors, assigns, representatives, agents, employees, and affiliates that are in any way associated or connected with the race track facility or race event including but not limited to track owners, race promoters, racing associations, sanctioning and/or governing organizations, officials, track workers, volunteers, entrants, car owners, drivers, pit crew members, safety crew members, medical personnel, sponsors, manufacturers, suppliers, designers, advertisers, inspectors, construction contractors, engineers, architects, insurers, and all persons in a restricted area.

C. Non-Transferability. I AGREE that any privileges extended to me when attending V-Club scheduled events WILL NOT BE TRANSFERRED TO ANOTHER AND CAN BE REVOKED at any time and for any reason which the Corporation determines in its sole discretion to be desirable, including, but not limited to, improper attire, misconduct, or misuse of any privilege granted to me.

16. INDEMNIFICATION:

A. Actions in the Best Interest of the Corporation. The Corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee volunteer, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, volunteer or agent of another foundation, corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, will not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

B. Determination of Indemnification. Any indemnification under Section a. of this article, (unless ordered by a court) will be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section a. of this article and on an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination will be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding; (ii) if such quorum is not obtainable, by a majority vote of a committee duly designated by the Board (in which designation all Board members may participate) and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action; or (iii) by independent legal counsel, in a written opinion, selected by the Board or its committee in the manner described in the foregoing clauses (i) or (ii) or, if a quorum under clause (i) cannot be obtained and a committee under clause (ii) cannot be designated, by the Board (in which action all Board members may participate). Notwithstanding the failure or refusal of the directors or counsel to make provision for indemnification, the indemnification will be made if a court of competent jurisdiction has made a determination that the director, officer, employee or agent has a right to indemnification under this agreement in any specific case on the application of the director, officer, employer or agent.

C. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections a. of this Article may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case on: (i) receipt of a written affirmation from the person seeking advancement of expenses of his or her goodfaith belief that he or she has met the standard of conduct set forth in Section a. and b. of this Article; (ii) receipt of an undertaking by or on behalf of the person to repay amounts advanced if it is ultimately determined that he or she did not meet such standard of conduct; and (iii) a determination that the facts then known to those making the determination would not preclude indemnification. This determination will be made in the manner specified in Section b. of this article.

D. Insurance. The V-Club Inc Corporation has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foundation, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her or the Corporation and incurred by him or her or the Corporation in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to implement the provisions of this Article.

17. PRIVACY:

A. At no time will any member's contact information be shared with any "non-member" of the V-Club. Membership profile data such as phone numbers and email addresses will be available via the online membership directory which is accessible to members only.

B. No member or corporate sponsor of the V-Club may send solicitation emails to promote products or services to the V-Club membership without advance approval of at least two Officers of the V-Club. If approved, any promotional email must be distributed via the V-Club Newsflash application which allows members to "opt out" from receiving future emails from the V-Club. Under no conditions to will the V-Club allow our members to receive "spam or junk email".

C. Any member or corporate sponsor failing to comply with the V-Club privacy rules will be subject to immediate cancellation of their V-Club membership account.

18. Logos, Emblems & Badges:

A. The Cadillac V-Club logos and imagery published on CadillacVClub.com are the property of General Motors and Cadillac and may not be reproduced or copied for any purposes by any member, corporate sponsor or any other third party without explicit written approval.

19. CHANGES OF THE BY-LAWS:

A. By-Laws may only be changed at the annual meeting or at any special meeting called and noticed for that purpose.