Article I – Name and Legal Status
The name of this organization is Tar Heel Sports Car Club, Inc. (“THSCC” or the “Club”). The Club is a nonprofit corporation organized under the laws of North Carolina and shall be operated in a manner intended to qualify for and maintain tax-exempt status as a social club under Section 501(c)(7) of the Internal Revenue Code, to the extent recognized by the Internal Revenue Service. No part of the net earnings of the Club shall inure to the benefit of any member, director, or officer, except as permitted by law and these bylaws.
Upon dissolution, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Club, distribute the remaining assets in a manner permitted by applicable North Carolina law and consistent with the Club’s tax status, to one or more nonprofit organizations organized and operated for charitable, educational, civic, or other exempt purposes. The plan of dissolution shall be approved by a two-thirds vote of members present at a meeting (or via electronic vote) for which at least fourteen (14) days’ notice has been given.
Article II – Purpose
The purpose of THSCC is to plan, coordinate, and promote the interests and education of automotive enthusiasts; to promote safe, proficient, and law-abiding vehicle operation; and to provide recreational and social motorsports programs primarily based in North Carolina but also at such other locations as the Board of Directors may approve, together with such related social and recreational activities as are consistent with Section 501(c)(7).
Article III – Membership and Dues
1. Eligibility:Membership is open to individuals who support the purposes of the Club and have a bona fide interest in the Club’s automotive, social, and recreational activities. Membership is available only through the Club’s membership process and is not open to the general public except through such process.
2. Admission and Activation:Applicants shall submit a membership application in the form approved by the Board of Directors or its designee and pay the applicable dues. Membership shall become active upon acceptance under procedures established by the Board of Directors or its designee and payment of dues. The Board of Directors may delegate routine membership acceptance to one or more officers or registrars, subject to Board oversight. The Board of Directors may deny an application, or suspend or terminate a membership, when the application or membership is not consistent with the Club’s purposes, these bylaws, or duly adopted Club policies.
3. Rights of Members: Active members in good standing shall be entitled to such rights and privileges as are established by these bylaws and by the Board of Directors, including the right to vote, hold office if otherwise qualified, and participate in Club activities and programs as permitted by Club rules and event requirements.
4. Lifetime Memberships
The Board of Directors may create, offer, limit, award, modify, or discontinue lifetime memberships under terms, eligibility criteria, pricing, and benefits established by the Board of Directors.
A lifetime member shall have the same voting rights as an active member in good standing unless otherwise expressly stated by these bylaws, but shall not be required to pay annual dues while such lifetime membership remains in effect.
Lifetime membership shall not confer greater voting power than any other active membership.
5. Member and Nonmember Participation:Club activities, programs, and benefits are intended primarily for active members in good standing. The Club may permit limited participation by nonmembers, including guests and members of other automotive clubs or organizations, for specific events, joint events, introductory activities, or reciprocal arrangements under terms established by the Board of Directors. Any such nonmember participation shall remain subordinate and incidental to the Club’s primary operation as a membership social and recreational club, and the Board of Directors shall adopt policies to monitor and limit nonmember participation and nonmember revenue in order to protect the Club’s status under Section 501(c)(7).
6. Participation and Good Standing: A member is in good standing when dues are current and the member is complying with these bylaws and duly adopted Club policies and rules. Only members in good standing may vote, hold office, or receive member-specific privileges.
7. Dues and Delinquency: Annual dues shall be payable on January 1 unless otherwise established by the Board of Directors. Members joining on or after December 1 shall be deemed paid through the following calendar year. A member whose dues remain unpaid as of March 1 shall be considered lapsed and shall lose voting rights, member registration priority, and other member privileges until dues are brought current. Unless otherwise determined by the Board of Directors, a lapsed member may be reinstated upon payment of current dues without submitting a new application.
8. Discipline:Pursuant to N.C.G.S. § 55A-6-31, the Board of Directors may suspend or terminate a membership, or otherwise discipline a member, for conduct detrimental to the Club or inconsistent with the Club’s purposes, bylaws, or rules. The member shall be given at least fifteen (15) days’ written notice of the proposed action and the reasons for it, and an opportunity to be heard, orally or in writing, before a quorum of the Board of Directors at least five (5) days before the effective date of the action. The member may be accompanied by one advocate of their choosing. The decision of the Board of Directors shall be by majority vote of the disinterested directors present, unless a greater vote is required by law.
9. Nondiscrimination:The Club is open to all persons with an interest in the Club’s purposes and activities. The Club shall not deny membership, participation, or access to Club activities on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, national origin, or any other status protected by applicable law. Nothing in these bylaws shall be interpreted to permit discrimination prohibited by applicable law.
Article IV – Meetings and Notice
1. Regular Meetings: Regular meetings of the members are typically held on the second Wednesday of each month, January through December, at such time and place as determined by the Board of Directors or President.
2. Notice: Notice of meetings of members shall be given by means that are fair and reasonable and consistent with these bylaws and North Carolina law. Publication of the meeting schedule on the official Club website may serve as standing notice of regular meetings. For the annual meeting, elections, bylaw amendments, removal of directors, or any meeting at which matters requiring member approval will be considered, notice shall also be posted on the official Club website or sent by electronic communication to members entitled to vote at least ten (10) days in advance, or such longer period as may be required elsewhere in these bylaws or by law. Notice shall include the date, time, place (if any), and, for remote-only meetings, the information required for remote participation.
3. Annual Meeting: The Club shall hold an annual meeting of members at a date and time set by the Board of Directors for the election of directors and officers and for such other business as may properly come before the members.
4. Quorum: A quorum shall consist of fifteen (15) members or ten percent (10%) of the active membership, whichever is fewer, but in no case fewer than seven (7) members. Members present in person or deemed present through authorized remote participation shall be counted for quorum. To ensure membership oversight, at least three (3) members counted toward quorum must be non-officers.
5. Record Date: The record date for determining members entitled to notice of and to vote at a meeting of members shall be the date fixed by the Board of Directors, provided that such date shall comply with applicable North Carolina law. If no record date is fixed, members otherwise eligible to vote on the date of the meeting shall be entitled to vote.
Article V – Directors, Officers, and Elections
The governing body of the Club shall be a Board of Directors, which shall also be referred to as the Executive Committee. References in these bylaws to the Executive Committee mean the Board of Directors of the corporation.
The Board of Directors shall consist of the following seventeen (17) elected positions:
- President (1)
- Secretary (1) and Treasurer (1)
- Vice Presidents: AutoX (3), RallyX (2), HPDE (3), and Karting (1)
- Registrars (2)
- Members at Large (2)
- Sergeant at Arms (1)
1. Terms: Officers and directors shall serve one-year terms beginning January 1. There shall be no limit on the number of consecutive terms an individual may serve.
2. Elections: Officers and directors shall be elected by a plurality of votes cast by members entitled to vote, except that if no candidate for President receives a majority of votes cast, a runoff election shall be held between the two candidates receiving the most votes.
3. Vacancies: Vacancies occurring mid-term shall be filled by appointment of the Board of Directors. The appointed director or officer shall serve the remainder of the unexpired term.
4. Board Quorum: A majority of the directors then in office shall constitute a quorum for Board business. If vacancies reduce the number of directors in office, quorum shall be based on the number then in office unless otherwise required by law.
5. Voting Rights: All seventeen (17) elected members of the Board of Directors shall have full and equal voting rights on Club business.
6. Removal: Any director elected by the members may be removed by the members in accordance with applicable North Carolina law. Any officer may be removed by the Board of Directors, with or without cause, unless otherwise provided by contract or law.
Article VI – Responsibilities and Authorities
1. President: The President shall provide leadership, preside at meetings of the members and the Board of Directors unless another presiding officer is designated, and oversee the general operations of the Club. Between meetings, the President may make reasonable operational decisions in the ordinary course of Club business, subject to these bylaws, adopted policies, and oversight by the Board of Directors. Time-sensitive operational decisions made by the President shall be reported to the Board at the next regular meeting. Material disputes, policy matters, or expenditures not otherwise authorized shall be referred to the Board of Directors.
2. Program Management: Vice Presidents for AutoX, RallyX, HPDE, and Karting shall oversee the planning and execution of their respective programs. They are responsible for operational and financial stewardship, including recommending entry fees in coordination with the Treasurer and subject to Board-approved budgets, policies, and spending authority.
3. Registrars: Registrars shall administer registration systems and membership records across all programs, subject to Board-approved policies concerning membership, privacy, and financial controls.
4. Secretary: The Secretary shall maintain corporate records, minutes of meetings, and official notices of the Club.
5. Treasurer:The Treasurer shall oversee the Club’s funds, financial records, tax filings, insurance matters, and financial reporting, subject to Board oversight and adopted financial policies.
6. Sergeant at Arms: The Sergeant at Arms shall assist in maintaining order at meetings and support the conduct of elections and enforcement of duly adopted meeting rules.
7. Volunteer Incentives:The Board of Directors may adopt and revise policies providing for complimentary or reduced-fee entry to designated Club events for officers, directors, volunteers, or other persons in recognition of service to the Club. Any such incentive policy shall be disclosed to the membership annually and shall be structured so as not to constitute private inurement inconsistent with the Club’s tax-exempt status.
Article VII – Financial Governance
1. General Authority: The Treasurer manages Club finances, taxes, and insurance, subject to Board oversight.
2. Spending Authority: The Board of Directors shall establish and may revise a spending authority policy governing approval of operational expenditures. Such policy may include an annual operating budget, delegated spending authority, per-transaction approval thresholds, and reimbursement procedures. No person may approve their own reimbursement or a transaction in which they have a financial interest. The spending authority policy may be adopted or amended by a majority vote of the Board of Directors without a bylaw amendment.
3. Accountable Plan:All expense reimbursements shall comply with the Club’s Accountable Plan policy as adopted by the Board of Directors. The Board of Directors shall adopt and maintain such a policy.
4. Tax Compliance: The Board of Directors shall ensure that required federal and state tax filings, including IRS Form 990 or its equivalent, are filed in a timely manner. The Board shall also monitor the sources of Club revenue to ensure continued compliance with the income limitations applicable to organizations exempt under Section 501(c)(7).
5. Annual Review:An internal or external financial review of the Club’s accounts shall be conducted annually. At minimum, this review shall be conducted by one or more persons who are not authorized signers on the Club’s accounts and are not the Treasurer, or by a qualified external professional.
6. Inspection of Financial Records:The Club shall maintain open books. Any active member in good standing may, upon reasonable written notice to the Treasurer or President, inspect the Club’s financial records, books, and annual reviews at a mutually agreed time and location, subject to reasonable protections for privacy, confidential information, and data security.
Article VIII – Digital and Remote Participation
1. Remote Meetings: Club business may be conducted through in-person meetings, hybrid meetings, or meetings held solely by remote communication to the extent permitted by North Carolina law and these bylaws. Members participating remotely shall be deemed present only if the Club implements reasonable measures to verify membership, provide a reasonable opportunity to participate, and permit communication and voting substantially concurrently with the proceedings.
2. Electronic Voting: Club business, including elections and bylaw amendments, may be conducted by electronic vote where authorized by the Board of Directors and permitted by law. The Club shall implement reasonable measures to verify the identity of the member voting and ensure that each member entitled to vote has only one vote. At minimum, electronic voting must be tied to a unique email address, member ID, or other unique identifier on file with the Club. The notice or ballot materials for any electronic vote shall state the matter to be voted on, the voting period or deadline, and any eligibility or quorum requirements applicable to the vote.
3. Board Procedures: The Board of Directors may adopt reasonable procedures governing remote meetings, electronic voting, authentication, ballot retention, and the resolution of technical issues.
Article IX – Limitation of Liability, Indemnification, and Insurance
1. Liability Shield: All persons or entities extending credit to, or contracting with, the Club shall look only to the funds and property of the Club for payment. No member, director, or officer shall be personally liable for any debt, liability, or obligation of the Club solely by reason of serving the Club, except as otherwise provided by law.
2. Indemnification: The Club shall indemnify any director, officer, or member acting in good faith and within the scope of their duties on behalf of the Club to the fullest extent permitted by North Carolina law. Such indemnification shall not extend to acts of willful misconduct, gross negligence, or knowing violation of law. To the fullest extent permitted by law, the Club may advance expenses and may maintain insurance for persons serving the Club in such capacities.
3. Insurance:The Board of Directors shall use reasonable efforts to obtain and maintain appropriate insurance coverage for Club operations and events, which may include general liability insurance, event-specific coverage, participant accident coverage, and directors’ and officers’ (D&O) liability insurance. For events held outside North Carolina, the Board shall confirm that coverage extends to the applicable jurisdiction and shall review whether participant waivers and release forms require modification to comply with the laws of the host state. The Board of Directors shall also require that appropriate participant waivers, assumption-of-risk agreements, and release forms be executed for all Club events involving motorsport activities, in forms approved by the Board or its designee.
Article X – Conflict of Interest
Any director or officer who has a direct or indirect financial interest in a transaction or contract under consideration by the Board of Directors shall promptly disclose that interest to the Board. The interested person shall recuse themselves from discussion and voting on the matter. The disclosure and recusal shall be recorded in the meeting minutes. The disinterested directors may approve the transaction only if they determine in good faith that the transaction is fair to the Club or is on terms no less favorable to the Club than those reasonably available from an unrelated party. The Board of Directors may adopt a more detailed conflict of interest policy, including materiality thresholds, consistent with this Article and applicable law.
Article XI – Committees
The Board of Directors may establish standing or ad hoc committees as needed to carry out the Club’s business, including but not limited to safety, rules, sponsorship, or social committees. Each committee shall have a chair appointed by the President with Board approval. Committees shall report to the Board of Directors and shall have only such authority as is expressly delegated to them, consistent with North Carolina law.
Article XII – Amendments
These bylaws may be amended by a majority of the votes cast by members entitled to vote on the amendment at a meeting or by electronic vote, provided that notice of the proposed amendment is posted on the official Club website or sent by electronic communication at least fourteen (14) days before the vote. If a proposed amendment is materially altered after notice has been given, the fourteen (14) day notice period shall restart with the revised language before a vote may be held.
Article XIII – Parliamentary Authority
Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws or by special rules adopted by the Club.