Article 1: Organization
The right to use the name “Suzuki” is granted to the SAA by the International Suzuki Association.
The Corporation shall adopt a seal to be designated by the Board of Directors.
Article 2: Membership
Section 2.1: Membership
Membership in the Corporation shall be open to all who are interested in the purposes of the Corporation, as set forth in the Articles of Incorporation, as amended from time to time. The Board of Directors may establish classes of membership and dues (or exemptions from dues) for each class, in its sole discretion.
Section 2.2: Classes of Membership
There shall be two classes of membership: Individual and Group Members. The Board of Directors may create other such classes and subclasses of membership as it may from time to time determine.
- Individual Members
Voting Members shall pay in full the dues and satisfy such standards as established by the Board of Directors. Voting Members are entitled to all the rights and privileges of membership, including the right to vote or hold office.
Non-voting Members shall pay in full the dues and satisfy such standards as established by the Board of Directors. Non-Voting Members shall not have the right to vote and hold office.
- Group Members shall include regional, provincial, state, Latin American, and local Suzuki organizations. They shall pay in full the dues and satisfy such standards as established by the Board of Directors. They shall not have the right to vote or to hold office.
Article 3: Membership Meetings
Section 3.1: Annual Membership Meeting
The Annual Membership Meeting shall be held each year at a place and time determined by the Board of Directors.
Section 3.2: Special Meetings
Special meetings of the membership may be called by a majority of the Board of Directors, the Chair or two-thirds of the Voting Membership and shall be convened by the Chair or Secretary. All calls for Special Meetings shall state the purpose or purposes of such meeting. Only business relating to the purposes set forth in the notice may be transacted at such meeting.
Section 3.3: Notice of Meetings; Waiver of Notice
Written notice of each meeting shall be given to each Voting Member except that (1) no notice need be given to any Voting Members who submits a signed waiver of notice before or after the meeting and (2) no notice need be given for the reconvening of a previously-adjourned meeting.
Written notice of each meeting shall be given by mail to each Voting Member at his or her address on the Corporation’s records not less than 30 days or more than 90 days before the meeting. The written notice shall state the time and place of the meeting and, except for the annual Membership Meeting, at whose direction and for what purpose the meeting is called.
Attendance of any Voting Member at a meeting without protesting the lack of notice of the meeting shall constitute a waiver of notice.
Section 3.4: Quorum
The presence in person or by proxy of one-fifth of the Voting Members shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of Voting Members present or any officer entitled to preside or to act as secretary at the meeting may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present, any action may be taken which might have been taken at the meeting as originally called.
Section 3.5: Voting; Proxies
Any action to be taken by Voting Members shall be by a majority of the votes cast, either in person or by proxy, unless otherwise required by law or these Bylaws. Every proxy must be signed and dated by the Voting Member or his or her attorney-in-fact. No proxy shall be valid 330 days after the date it was signed.
Section 3.6: Action by Members Without a Meeting
Any action may be taken without a meeting if a written consent to the action is signed by all the Voting Members.
Section 3.7: Resolutions
All resolutions to be considered at the Annual Membership Meeting must be submitted, in writing, by a Voting Member to the Secretary of the Corporation at least 60 days and no more than 90 days in advance of Annual Membership Meeting.
Article 4: Board of Directors
Section 4.1 Directors
The Corporation shall be governed by a Board of Directors.
Number. There shall be no fewer than eight Directors including officers. The number of Directors may also be changed by a resolution of a majority of either the entire Board of Directors or the Voting Members. Under no circumstances may the term of any incumbent Director be shortened except as provided in Section 4.6.
Term. The term of each elected Director will be three years and begin on August 1. The term of each appointed Director may be up to three years. A Director may serve no more than two consecutive full terms (six consecutive years) as a Director unless completing the Chair Elect/Chair cycle as further defined in these Bylaws and Board governing policies. No person may serve as a Director within three years of having served two consecutive full terms.
Qualification. Each Director must be a Voting Member.
Directors do not represent specific constituencies.
Section 4.2: Quorum and Manner of Action
A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 4.7. Action of the Board of Directors shall be authorized by the vote of a majority of the Directors present. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time until a quorum is present.
Section 4.3 Regular Meetings
The Board of Directors shall meet regularly no fewer than three times a year at such times and places as it determines.
Section 4.4: Special Meeting
A Special Meeting of the Board of Directors may be called by any Director. Only business related to the purposes set forth in the notice of such meeting may be transacted at a Special Meeting.
Section 4.5 Notice of Meeting; Waiver of Notice
Notice of the time and place of each Special Meeting of the Board of Directors and of each regular meeting of the Board of Directors not held immediately before or after the Annual Membership Meeting shall be given to each Director by first class mail at his or her residence or usual place of business or by telephone, telegraph, telefax, e-mail, other electronic means or personal delivery to him or her at least one week before such meeting. Notice of a Special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any Director who submits a signed Waiver of Notice or who attends the meeting without protesting the lack of notice. Notice of any adjourned meeting need not be given, other than by an announcement at the meeting at which the adjournment is taken.
Section 4.6: Resignation and Removal of Directors
Any Director may resign at any time. Any or all of the Directors may be removed at any time, either with or without cause, by vote of a majority of all Voting Members. Any Director may be removed with cause by a vote of three-quarters of the Board of Directors.
Section 4.7 Elections and Vacancies
Directors will be elected by a majority vote of the Voting Members from the nominees presented by the Nominating Committee and approved by the Board. In special circumstances, Directors may be appointed by the Board.
Article 5: Committees
The Board may establish committees to assist the Board in its governance work. The authority of such committees will be specifically designated by the Board.
Article 6: Officers
Section 6.1: Number; Security
The Officers of the Board of Directors shall be the Chair, Chair-Elect, and Secretary. The Board of Directors may require any officer, agent, or employee to give security for the faithful performance of his or her duties.
Section 6.2: Election; Term of Office
The Officers of the Board of Directors shall be members of the Board of Directors elected to a two-year term, beginning August 1, by a majority vote of the Board of Directors. The Secretary may be elected to serve up to, but no more than, two consecutive full terms (four consecutive years) in the same Office. The Chair and Chair-Elect shall be limited to one two-year term for their respective Offices. The announcement of the new Officers will take place at the Annual Membership Meeting. Officers must be Voting Members.
Section 6.3: Resignation and Removal of Officers
Any officer may resign at any time. Any Officer may be removed by the vote of three-quarters of the Board of Directors, either with or without cause.
Section 6.4: Vacancies
A vacancy in any Office may be filled for the unexpired term by a majority vote of the Board of Directors.
Section 6.5: Chair
The Chair shall preside at all meetings of the Board of Directors and of the General Membership; appoint committee chairs as may be necessary to carry out the program of work established by the Board; ensure effectiveness of meetings and Board adherence to its own policies and rules of conduct; and act as chief spokesperson for the Board of Directors. He or she shall have such duties as the Board of Directors may assign. When the Chair completes his or her term, he or she shall no longer be a member of the Board of Directors.
Section 6.6: Chair-Elect
The Chair-Elect shall assist the Chair in such a manner as the Board of Directors and the Chair determine.
He or she shall acquaint himself or herself with the overall duties of the office of the Chair in preparation for assuming that office after the Chair.
In the event of the absence or inability of the Chair to exercise his or her office, the Chair-Elect will become acting Chair, until otherwise directed by the Board of Directors, with all the powers of the Chair as if he or she had been duly elected.
Section 6.7: Secretary
The Secretary shall keep a record of the process and actions of all meetings of the Board of Directors and of the membership and by affixing his or her signature, shall certify to the legitimacy of Board documents including Board Policies and Minutes.
Section 6.8: CEO
The Chief Executive Officer or CEO is an officer and non-voting member of the Board and shall be hired by the Board of Directors to manage the Corporation. The CEO shall have general supervision over the affairs of the Corporation and shall have such powers and duties as the Board of Directors may assign.
Section 6.9: Salaries
Each Officer shall be reimbursed for his or her reasonable and necessary expenses in connection with the performance of his or her duties. The Officers other than the CEO shall receive no other compensation. However, an Officer may receive compensation for serving the Corporation, its affiliates or subsidiaries in other capacities.
Article 7: Amendments
Section 7.1: Amendments
The Bylaws may be adopted, amended or repealed by a majority of either the Voting Members or the Board of Directors. Any adoption, amendment or repeal of the Bylaws shall be published in the next issue of the American Suzuki Journal or Membership Directory.
Article 8: Finances and Property
Section 8.1 General Funds
All funds of the Corporation shall be deposited to the credit of the Corporation under the terms and guidelines as determined by the Board of Directors.
Section 8.2 Fiscal Year
The fiscal year of the Corporation shall begin August 1 and conclude July 31 of the following year.
Revised September 2015