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BYLAWS
OF
THE INTERNATIONAL 190SL GROUP
ARTICLE 1. GENERAL PROVISIONS
Section 1.1 Name. The name of this nonprofit corporation shall be THE INTERNATIONAL
190SL GROUP, INC. (the "190SL Group").
Section 1.2 Purpose. The purpose of the Corporation is to establish and perpetuate an
organization of owners of Mercedes-Benz 190SL automobiles, with the intent of long term preservation
and enjoyment of the cars by the members. The specific purposes of the 190SL Group include, in
addition to the general purposes set forth in the Articles of Incorporation, the promotion and advancement
of the following:
(a) To encourage and facilitate high quality performance, operation, maintenance and
restoration of the 190SL, including the sharing of technical and mechanical information
among the membership;
(b) To establish and maintain mutually beneficial relationships with Daimler-Benz AG
and their representatives, subsidiaries, and dealers throughout the world with the intent
that the 190SL shall be preserved. The club shall endeavor to locate and make available
190SL parts to the membership;
(c) To establish cooperative relationship with other organizations;
(d) To engage in driving, social and other events;
(e) To engage in any lawful act, activity or business not contrary to and for which a non
stock corporation may be formed under the Virginia General Corporation Law (the
"VGCL"), as the same from time to time may be amended; and
(f) To have and to exercise to the extent necessary or desirable for the accomplishment
of any of the aforesaid purposes, and to the extent that they are not inconsistent with
the aforesaid purposes, any and all powers conferred upon non stock corporations by
the VGCL.
Section 1.3 Limitations. No part of the net earnings of the 190SL Group shall inure to the benefit
of, or be distributed to, its directors, officers, or any other private person except that the 190SL
Group shall be authorized to pay reasonable compensation for services rendered, to make
payments in furtherance of the purposes of the 190SL Group and to make distributions to its
members as authorized by the VGCL. The 190SL Group shall possess all powers which do not
conflict with the aforesaid purposes for which the 190SL Group is organized, provided however,
that the 190SL Group shall not carry on any activities not permitted to be carried on by a
corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue
Code or any subsequent law of the United States.
Section 1.4 Office. The principal office of the 190SL Group for its transaction of business shall
be located in the state of Virginia.
ARTICLE 2. MEMBERS
Section 2.1 Classifications. The 190SL Group shall have classes of members as follows:
Regular Members, Associate Members and Honorary Members.
(a) A Regular Member is defined as a person who owns or has an interest in the
Mercedes-Benz 190SL automobile and has granted membership in accordance with
Section 2.2 of these bylaws.
(b) An Associate Member is a spouse of a Regular Member, or dependents 18 years of
age or older. Any Associate Member may become a Regular Member by application
for membership and payment of dues. An Associate Member shall not have a voting
right, shall not be able to become a Director or Officer of the 190SL Group, and shall
not have the right to inspect corporate records.
(c) An Honorary Member is defined as a person who, in the opinion of the Board of
Directors, has performed services for the 190SL Group warranting their appointment,
by the Board of Directors, as an Honorary Member. An Honorary Member shall not
have a voting right, shall not be able to become a Director or Officer of the 190SL
Group, and shall not have the right to inspect the corporate records.
Section 2.2 Admission to Membership. Any person qualified and eligible for membership shall
be admitted to membership only on the approval of the Board of Directors or the Board's
Delegate, after review of a fully completed application submitted by such person in such form
and in such manner as shall be prescribed by the Board of Directors and on payment of the first
annual dues.
Section 2.3 Dues. The annual dues payable to the 190SL Group by members shall be in such
amounts as shall be determined by resolution of the Board of Directors and Officers. Dues shall
be payable for the first year on admission to membership, and annually thereafter at such time as
may be fixed by the Board of Directors.
Section 2.4 Membership Roster. The 190SL Group shall keep in written form a membership
roster containing the name and address of each member. A current roster minus the name of any
member who has indicated that they do not wish their name given out shall be given annually to
each member. The membership roster shall not be used for commercial purposes by anyone
without the prior written permission of the Board of Directors.
Section 2.5 Non-liability of Members. A member of the 190SL Group shall not solely because of
such membership, be personally liable for debts, obligations or liabilities of the 190SL Group.
Members participating in 190SL Group activities do so at their own risk, and under no
circumstances is the 190SL Group to be held responsible for the member's action.
Section 2.6 Liability of Members. No member, director or officer of the 190SL Group is
authorized to incur any debts or obligations in the name of the International 190SL Group, Inc.,
without specific written approval of the President or the Board of Directors. Any unauthorized
debts or obligations are the sole personal responsibility of the member, director or officer.
Section 2.7 Transferability of Membership. Neither the membership in the 190SL Group not any
other membership rights in the membership may be transferred for value or otherwise.
Section 2.8 Automatic Termination of Membership. The membership and all rights of
membership shall automatically terminate on the occurrence of for any of the following causes:
(a) Membership shall automatically terminate one year from the anniversary date of the
member joining the 190SL Group and shall be renewed only upon payment of the
membership fee for the following year;
(b) Members who fail to pay their dues within 30 days from the time the same shall
become due shall be notified by the 190SL Group. If payment is not made within the
next succeeding 30 days, the member shall, without further notice and without
hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of
membership;
(c) A member's written request for such termination delivered to the President or
Secretary of the 190SL Group personally, mailed, faxed or emailed. In no event will
there be a refund of pro-rated unexpired dues;
(d) Where a membership is issued for a period of time, the expiration of such period of
time; and
(e) The death of a member, or the dissolution of the 190SL Group.
Section 2.9 Suspension of Expulsion of a Member. A member shall be suspended or expelled
from the 190SL Group, and his membership terminated on the occurrence of any of the following
causes, subject to the procedure in section 2.10:
(a) Violation of these by-laws;
(b) Unauthorized use of the Membership Roster;
(c) Incurring any debt or obligation involving the 190SL Group which is not authorized
by the Board of Directors;
(d) Impersonating an Officer or Director of the 190SL Group, or acting as a
representative, agent, or delegate of the 190SL Group of Board of Directors; and
(e) Any other act that in the opinion of the Board of Directors is detrimental to the
welfare of the 190SL Group.
Section 2.10 Procedure for Suspension or Expulsion of Member. Any member who commits any
of the acts stated in the previous section, shall be automatically suspended or expelled from the
190SL Group and his membership shall automatically terminate thirty (30) days following such
failure or commission, provided such member was given a fifteen (15) day prior written notice of
the suspension, expulsion or termination. The notice shall be given personally to such member or
sent by certified or registered mail to the last address of such member as shown on the 190SL
Group records. The opportunity to be heard may, at the election of such member, be oral or in
writing and shall occur not less than five (5) days before the effective date of the suspension,
expulsion or termination. The hearing shall be conducted at a place to be set by the Board of
Directors. The hearing shall be conducted in good faith and in a fair and reasonable manner. The
appointed person or persons shall have exclusive power and authority to make a decision
regarding the proposed suspension, expulsion, or termination.
Section 2.11 Effect of Termination. All rights of a member in the 190SL Group and its property
shall cease on the termination of such member's membership. Termination shall not relieve the
member from any obligation for charges incurred, services or benefits actually rendered, dues, or
fees, or arising from contract or otherwise. The 190SL Group shall retain the right to enforce any
such obligation or to obtain damages for its breach.
ARTICLE 3. MEETING OF MEMBERS
Section 3.1 Annual Meetings. The members shall meet annually, on such date, time and place, as
shall be designated by the Board of Directors.
Section 3.2 Special Meetings. Special meetings of members may be called by the Board of
Directors, or the President of the 190SL Group. Special meetings of members for any lawful
purpose may be called by five (5) percent or more of the members.
Section 3.3 Notice of Meetings. Written notice of the time and place of any meeting of the
membership shall be given at least 30 days before the day upon which the meeting is to be held,
by serving the notice personally to each member, by mailing the same to the address of such
member as last shown on the records of the 190SL Group, or by including notification in the
International 190SL Group newsletter. Except as otherwise required by applicable provisions of
the VGCL, no publication of any notice of any meeting of the membership or statement of the
purposes of such meeting shall be required.
Section 3.4 Rules of Order. The Robert's Rules of Order, as may be amended from time to time,
shall govern the meetings of members insofar as such rules are not inconsistent with or conflict
with these Bylaws, the Articles of Incorporation of this corporation, or the laws of the State of
Virginia.
Section 3.5 Quorum. Except as otherwise provided in these bylaws, the number of members
present in person at any meeting of the membership shall constitute a quorum for the transaction
of business at such meeting. The act of the majority of the members present at any meeting of the
membership, at which a quorum is present, shall be the act of the members.
Section 3.6 Presiding Officers. The President of the 190SL Group shall preside over the meeting
of the members. In the President's absence, the Vice President shall preside, and in the Vice
President's absence, the Board of Directors shall appoint a person to preside. The Secretary of the
190SL Group shall act as the recording secretary of the meetings of the members. In the absence
of the Secretary, the person presiding shall appoint another person to act as the recording
secretary of the meetings.
ARTICLE 4. VOTING OF MEMBERSHIP
Section 4.1 Entitlement to vote. Each Regular Member is entitled to one vote on each matter
submitted to a vote of the members. Associate Members and Honorary Members shall not be
entitled to vote on any matter submitted to a vote of the members.
Section 4.2 Voting without a Meeting. The Board of Directors may at any time without a
membership meeting call for a vote of the members by written ballot on such matters as the
Board of Directors directs or as required by law or these Bylaws. Such ballot shall be distributed
to each member, shall set fourth the proposed action, provide an opportunity to specify approval
or disapproval of any proposal, and provide a reasonable time within which to return the ballot to
the 190SL Group.
Section 4.3 Majority For Approval. Each matter submitted to the members for a vote must
receive a simple majority of the votes cast, for approval.
ARTICLE 5. CHAPTERS
Section 5.1 Formation. Chapters of the 190SL Group may be formed by five (5) or more
members applying for and obtaining approval and a Chapter Charter from the Board of Directors.
Section 5.2 Name. The name of each particular Chapter shall be the "(Name of the city, area, or
county) Chapter of the International 190SL Group, Inc." Each name is subject to approval by the
Board of Directors.
Section 5.3 Governing Laws. All Chapters are governed by these Bylaws, and any amendments
thereto. The Chapters shall have no other rules and regulations without the prior written consent
of the Board of Directors.
Section 5.4 Officers. Each Chapter shall have an elected President. Other officers may be elected
as needed.
Section 5.5 Dues. Chapters shall not levy dues or assessments on its members. Operating
expenses may be covered by fund raising events or donations by chapter members. The Board of
Directors, at their option, may grant funds to individual Chapters.
Section 5.6 Meetings. Each Chapter shall hold at least one (1) meeting annually, and may
schedule other meetings as desired. The minutes of these meetings shall be kept and a copy filed
with the 190SL Group business office within a reasonable period of time.
Section 5.7 Charter Revocation. The Charter of any Chapter may be revoked by the Board of
Directors for any of the following reasons:
(a) Operation of the Chapter for purpose other than those of the 190SL Group;
(b) Failure to conduct the annual meeting;
(c) Failure to maintain at least five (5) members;
(d) Violation of these Bylaws;
(e) Unauthorized use of the Membership Roster;
(f) Incurring any debt or obligation involving the 190SL Group which is not authorized
by the Board of Directors; and
(g) Any other act that in the opinion of the Board of Directors is detrimental to the
welfare of the 190SL Group.
Section 5.8 Procedure for Revocation. In the event the Board of Directors decides to revoke a
Chapter Charter, the Board of Directors shall notify the ranking officer, or other appropriate
member, of the chapter, in writing by certified mail of the intended revocation and the reason for
it. The Chapter shall have thirty (30) days from the date the notice of revocation was mailed to
file a written appeal with the Board of Directors at their next regularly scheduled meeting.
Section 5.9 Procedure for the Expulsion of Chapter Officers. Any Chapter officer may be
removed from office by a majority vote by the Chapter's members or by a majority vote of the
Board of Directors.
ARTICLE 6. BOARD OF DIRECTORS
Section 6.1 General Powers. Except as provided in section 6.2, the powers of the 190SL Group
shall be exercised, its business and affairs conducted, and its property managed under the
direction of the Board, except as otherwise provided by the VGCL, the Charter or these Bylaws.
Section 6.2 Reserved Powers. Notwithstanding anything to the contrary in these Bylaws, the
following major decisions shall require the approval of two-thirds of the voting membership in
addition to the affirmative action of the Board.
(a) Approval of any sale, transfer, exchange or other disposition of all or substantially all
of the assets of the 190SL Group.
(b) Approval of any merger, consolidation or dissolution of the 190SL Group.
Section 6.3 Number. The Board shall consist of not less than three (3) nor more than twenty (20)
Directors. The Board shall consist of Directors, Regional Directors, the Newsletter Editor, not
more than two Webmasters, and the immediate past President shall be an ex-officio member of
the Board of Directors, unless such immediate past President shall continue to retain his office as
a Director.
Section 6.4 Qualifications. The Directors of the 190SL Group shall be Members of the 190SL
Group for at least one (1) year prior to being nominated for election to the Board of Directors.
Each person nominated for election must have given the Board of Directors permission to place
their names on the ballot.
Section 6.5 Term and Classes. Each Director shall hold office for a period of four years. Term year is
from annual meeting to the next annual meeting. The Board shall be divided into two classes to consist
of an equal number of Directors. Each class shall be designated consecutively as Class I and Class II.
All classes shall be elected at the initial annual meeting of the Membership and the initial term of
office of each Class shall be as follows: Class I for a period of two years and Class II for a period
of four years. Thereafter the term of office of each Class shall be four years unless removed from office
pursuant to the procedure stated in these Bylaws..
Section 6.6 Nomination. Any Member qualified to be a Director may be nominated by the
method of nomination authorized by the Board of Directors or by any other method authorized by
law.
Section 6.7 Election. An election of Directors shall be held annually to fill vacancies. The
election shall be held at each annual meeting, or by written ballot. The Directors shall be elected
by the Regular Members at the annual meeting of the membership. The Board, or its nominating
committee, shall mail to each Member a slate of individuals nominated for the vacant positions on
the Board at least thirty days prior to the annual meeting of the membership. Such nomination
ballot may be printed in the 190SL Group Newsletter and may contain more than one person
nominated for a position, and the person receiving the most votes shall be elected. At the annual
meeting of the membership the members shall elect the persons to fill the upcoming vacancies on
the Board. The term of office of persons so elected shall commence when installed at the annual
meeting. The Board may elect nominees at other times of the year if it is deemed necessary by a
majority of the Board.
Section 6.8 Compensation. The Directors shall serve without compensation.
Section 6.9 Regular Meetings: Regular meetings of the Board of Directors shall be quarterly, or
as needed. The time and place of the regular meetings shall be designated by the President or his
designee. An annual meeting of the Board for the election of Officers and consideration of any
reports and for the transaction of such business as may be brought before the meeting, shall be
held on such date as may be designated by the Board. If the annual meeting is not held or if
Directors are not elected at the meeting, the Directors may be elected at any special meeting
called and held for that purpose.
Section 6.10 Special Meetings. Special meetings of the Board of Directors may be called by the
President or by one-third of the Directors. Special meetings shall be held on fifteen (15) days
notice by First Class Mail, delivered personally, by telephone, fax or E-mail. Any Director may
waive said notice by filing a written waiver with the Secretary of the 190SL Group.
Section 6.11 Notice of Meeting. Written notice of the time and place of each meeting of the
Board shall be given to each Director either by personal delivery, by mail, email or fax at least
seven (7) days before each meeting. Notice of a meeting need not state the purposes of the
meeting. Any Director may, either before or after any meeting, waive any notice required to be
given by applicable provisions of the VGCL or under these Bylaws. Any waiver of notice must
be in writing at any meeting without protesting the lack of proper notice prior or at the
commencement of the meeting shall constitute waiver of notice by such Director.
Section 6.12 Quorum. Except as otherwise provided in these Bylaws, a majority of the Directors
shall be present in person at any meeting of the Board in order to constitute a quorum for the
transaction of business at such a meeting. If the meeting is held by telephone or through other
communications equipment at which all Directors participating can hear each other, such
participation shall constitute attendance at such meeting.
Section 6.13 Place of Meeting and Electronic Meetings. Unless another place is designated by
the Board, the place of all meetings shall be held at such places as may be designated by the
President. However, any meeting may be held by telephone or through other communication
equipment if all Directors participating can hear each other.
Section 6.14 Manner of Acting. Except as otherwise provided in these Bylaws or by the Articles
of Incorporation, the act of the majority of the Directors present at any meeting of the Board at
which a quorum is present shall be the act of the Board. Directors may not vote by proxy at a
meeting of the Board.
Section 6.15 Action Without a Meeting. Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting if a majority of the members of the Board
consent in writing to such action. Such written consent shall be filed with the minutes of the
proceedings of the Board of Directors.
Section 6.16 Presiding Officers and Rules of Order. The President of the 190SL Group shall
preside over the meeting of the Board of Directors. In the President's absence, the Vice President
shall preside; in the Vice Presidents absence the Board of Directors shall appoint a person to
preside. The Secretary of the 190SL Group, or in the Secretary's absence, any person appointed
by the presiding officer, shall act as recording secretary of the meeting. The Robert's Rules of
Order, as may be amended from time to time, shall govern the meetings of the Board of Directors
in so far as such rules are not inconsistent with, or in conflict with these Bylaws, the Article of
Incorporation of the 190SL Group or the laws of the State of Virginia.
Section 6.17 Duties and Powers. The Board of Directors may remove a Director from office for
the occurrence of any act by the Director which is, in the opinion of the Board of Directors,
detrimental to the 190SL Group, or not in the best interest of the 190SL Group. Also, a Director
may be removed from office by the Board of Directors for continued absences from regular
meetings without permission from the Board of Directors.
Section 6.18 Resignation and Removal of Directors. Any Director may resign by giving written
notice to the President or the Secretary, of the 190SL Group. A resignation shall take effect at the
time specified therein and, unless otherwise specified therein, shall become effective upon
delivery. The acceptance of any resignation shall not be necessary to make it effective unless so
specified in the resignation. Any Director may be removed, with cause, at any time by the
affirmative vote of two-thirds of all the Directors then in office, whenever the Board determines,
in its judgment, that the best interests of the 190SL Group would be served thereby. For the
purpose of this section, cause shall include the failure to attend at least half the meetings of the
Board during any twelve month period or failure to participate in at least one national event every
three years.
Any Director elected by the Members or by the Board may be removed, with or without cause, at
any time by the affirmative vote of two-thirds of the members at any meeting of the membership
called for such a purpose.
Section 6.19 Filling Board Vacancies. Vacancies on the Board of Directors created by removal
of Directors shall be filled only by a vote of the members pursuant to Section 6.7 of these Bylaws.
All other vacancies on the Board of Directors may be filled by appointment by the Board of
Directors. The members may elect a Director at any time to fill any vacancy not filled by the
Board of Directors.
ARTICLE 7. OFFICERS
Section 7.1 Titles: The officers of the 190SL Group shall be a President, a Vice President, a
Secretary, a Treasurer, and such other officers with such titles, duties and duration of office as
shall be determined by the Board of Directors. No officer may hold more than one office at a
time, and no member may run for more than one office at a time. All officers must be Directors of
the Board.
Section 7.2 Qualifications. Members who wish to run for office will be sent a copy of the
Bylaws. They must read and agree to uphold the Bylaws if they want to be considered a
candidate. Only members in good standing may run for office: i.e., they must be current, dues-
paying members of the 190SL Group. A member removed from office with cause may not hold
another office in the 190SL Group. A member removed from office without cause may run for
office with approval of the Board of Directors.
Section 7.3 Appointment of Officers. The President, Vice President, Secretary and Treasurer,
shall be elected at the annual meeting of the Board of Directors. The term of office shall be for
two years. Each officer shall hold office until their successor shall have been appointed, or until
he or she shall resign, be removed from office, or become otherwise disqualified to serve. The
Board may from time to time appoint other agents and employees, with such powers and duties,
as the Board may deem proper.
Section 7. 4 President. The President shall be the chief executive officer of the Board; shall have
general supervision, direction and control of the officers of the 190SL Group; and shall call and
preside at all meetings. The President shall provide leadership to the Board and its committees.
The President shall be an ex officio member with full voting privileges on all committees of the
Board. The President shall have such other authorities, general powers and duties of management
usually vested in the office of President of a corporation and as are delegated by the Bylaws or as
may be delegated from time to time by the Board. The term President shall have the meaning
"chairman" within the meaning of the VGCL. The President shall act as coordinator of the
Annual Convention.
Section 7.5 Vice President. The Vice President shall, in the absence of the President, perform the
duties of the President, and while so acting, the Vice President shall have all powers and
authorities of, and shall be subject to the restrictions upon, the Presidents. The Vice President
shall have such other authorities and duties as are delegated by the President or as may be
delegated from time to time by the Board. The Vice President shall attend the Annual Convention
Section 7.6 Secretary. The Secretary shall see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; shall take or cause to be taken minutes of all
meetings of the Board and meetings of the Membership; and shall prepare said minutes for
publication. The Secretary shall be the custodian of all records and reports of the Board. The
Secretary shall have such other authorities and duties as are delegated by the Bylaws or as may be
delegated from time to time by the Board or the President. The Secretary is required to attend
the Annual Convention.
Section 7.7 Treasurer. The Treasurer is the chief financial officer of the 190SL Group; shall
have supervision of all funds and securities of the 190SL Group; deposit all such funds in the
name of the 190SL Group in such banks or other depositories as shall be selected by the Board of
Directors; shall disburse or cause to be disbursed, the funds of the 190SL Group as may be
directed by the Board of Directors; shall keep and maintain adequate books and records of
account and of the 190SL Group's assets and liabilities; shall render to the President and Directors
whenever they request it, an account of all transactions as Treasurer and of the financial condition
of the 190SL Group; and shall render to the President and Directors, whenever they request for
inspection, any and all books, records, and documents which the Treasure is maintaining for the
190SL Group.. The Treasurer shall have such other authorities and duties as are delegated by the
Bylaws or as may be delegated from time to time by the Board or the President.
Section 7.8 Regional Directors. Shall attend meetings of the Board and hold a minimum of one
regional event per year. These events should be planned so as not to conflict with the Annual
Convention.
Section 7.9 Resignation and Removal. Any Board Officer may resign by giving written notice to
the President or the Secretary of the 190SL Group. A resignation shall take effect at the time
specified therein and, unless otherwise specified therein, shall become effective upon delivery.
The acceptance of any resignation shall not be necessary to make it effective unless so specified
in the resignation. Any Board Officer may be removed, with or without cause, at any time by the
affirmative vote of the majority of all the Directors then in office. Any vacancy in a Board office
for any reason may be filled by the Board in such manner as it determined to be appropriate under
the circumstances. The successor officer shall hold the office for the unexpired term.
Section 7.10 Expenses & Compensation. No officer shall receive any salary or other
compensation for their services or expenses as an officer, but may be reimbursed for bona fide
expenses incurred arising out of services rendered. Nothing in these Bylaws shall prohibit
payment of compensation to an individual serving as an officer who renders services to the
190SL Group in another capacity. Travel expenses are each individual officer's own
responsibility.
Section 7.11 Board of Director's Control. The officers of the 190SL Group, and the duties and
acts of said officers, shall be under the control of and subject to the direction of the Board of
Directors.
ARTICLE 8. COMMITTEES
Section 8.1 Executive Committee. The Board may establish an Executive Committee which
would consist of the President, Vice President, Secretary and Treasurer and other such Directors
selected by the Board. The Executive Committee shall have the power to transact all of the
business of the 190SL Group during the interim between meetings of the Board and shall have
and exercise the authority of the Board in management of the 190SL Group subject to any
restrictions placed by the Board. The designation of the Executive Committee and the delegation
thereto of such authority shall not operate to relieve the Board, or any individual Director, of any
responsibility imposed by law. The Executive Committee shall be subject to the control and
direction of the Board.
Section 8.2 Other Committees. The Board of Directors may, by resolution, designate one or more
other committees, each of which shall consist of not less than three Directors, which committees
shall have and exercise the authority of the Board to the extent provided in such resolution. The
designation of such committees and the delegation thereto of such authority shall not operate to
relieve the Board, or any individual Director, of any responsibility imposed by law. Each
committee shall serve at the pleasure of the Board, and the duration and existence of each
committee shall be subject to the control and direction of the board.
Section 8.3 Chairman and Committee Members. The Board of Directors shall appoint the
Chairman and the members of each committee. The Chairman may appoint members to their
respective committees, subject to approval by the Board of Directors. No member shall be
appointed or assigned to any committee without his or her consent.
Section 8.4 Reports. All committee Chairmen will report regularly to the President on the
performance or progress of their committee's assignment.
ARTICLE 9. BUSINESS OFFICE
Section 9.1 Formation. The Board of Directors shall establish a Business Office.
Section 9.2 Function and Duties: The Business Office Manager shall conduct the everyday
business of the 190SL Group and shall perform such other duties as are incident to the Business
office. The Business Office Manager may hold more than one office.
Section 9.3 Board of Directors Control. The Business Office, and the duties and acts of the
Business Office Manager shall be under the control of the Treasurer and subject to the direction
of the President. All files will remain in the Business Office, but will be made available to the
President upon request.
ARTICLE 10. EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS
Section 10.1 Limitations. Except as otherwise provided in these Bylaws, the Board of Directors
may, by duly adopted resolution, authorize any officer or agent of the 190SL Group to enter into
any contract, or to execute and deliver any instrument, in the name of and on behalf of the 190SL
Group. Such authorization may be general or may be confined to specified instances. Unless
expressly so authorized, no officer, agent, employee or member, shall have any power or
authority to bind the 190SL Group by any contract or engagement or to pledge its credit or to
render it liable pecunicarily for any purpose or in any amount.
Section 10.2 Execution of Instruments and Documents. Unless otherwise expressly required by
the Board of Directors or by law, Deeds and other conveyances, promissory notes, Deed of Trust,
Mortgages, and other evidences of indebtedness of the 190SL Group, shall be executed, signed or
endorsed, as the case may be, by the President of the 190SL Group and by the Secretary or
Treasurer of the 190SL Group.
Section 10.3 Signing of Checks. All checks, drafts or other orders for the payment of money
issued in the name of the 190SL Group shall be signed by such person or persons and in such
manner as shall be determined from time to time by resolution of the Board of Directors.
Section 10.4 Deposit and Withdrawal of Funds. All funds of the 190SL Group, including all
checks, drafts or other orders for the payment of money payable to the 190SL Group, shall be
deposited by the Treasurer from time to time to the credit of the 190SL Group with such banks, or
other depositories as the Board of Directors may select. The withdrawal of funds from any such
accounts may be made only by check or withdrawal slip signed as provided in this article.
ARTICLE 11. FISCAL YEAR
Section 11.1 Fiscal Year. The fiscal year of the 190SL Group shall be the calendar year.
ARTICLE 12. MISCELLANEOUS
Section 12.1 Records. The 190SL Group shall keep at its office, adequate and correct records of
accounts and minutes of the proceedings of its members, Board of Directors, and committees of
the Board of Directors. The Minutes shall be kept in written form. Other books and records shall
be kept in either written form or in any other form capable of being converted into written form.
Section 12.2 Annual Report. The 190SL Group shall notify each member yearly of the members
right to receive a financial report. On the written request of a member, the Board of Directors
shall promptly cause the most recent annual report to be sent to the requesting member. The
annual report shall be prepared not later than 120 days after the close of the 190SL Group's fiscal
year. The annual report shall contain, in appropriate detail, a balance sheet as of the end of such
fiscal year, an income statement and a statement of changes in financial position for such year.
The annual report shall be accompanied by any report thereon of the independent accountants, or,
if there is no such report, the certificate of any authorized officer of the 190SL Group that such
statements were prepared without audit from the books and records of the 190SL Group.
Section 12.3 Corporate Seal. The Board of Directors shall adopt a 190SL Group seal which
shall be in a circular form and shall contain the following inscription: "The International 190SL
Group, Inc." The Business Office Manager of the 190SL Group shall have the custody of the seal
and affix it in all appropriate cases to all 190SL Group documents. Failure to affix the seal shall
not, however, affect the validity of any instrument.
Section 12.4 Standard Operating Procedures. The Board of Directors shall prepare and maintain
Standard Operating Procedures for the conducting of 190SL Group business and activities.
Section 12.5 Change of Address. The Board of Directors is hereby granted full power and
authority to change the principal office of the 190SL Group from one location to another.
ARTICLE 13. AMENDMENTS
Section 13.1 Amendment. These Bylaws may, from time to time, and at any time, be amended or
repealed, and new or additional Bylaws adopted, by a majority vote of the Board of Directors.
Any change to the Bylaws may not contain any provision in conflict with law or with the Articles
of Incorporation of the 190SL Group.
ARTICLE 14. OFFICIAL BULLETIN
Section 14.1 Newsletter. The 190SL Group shall publish an official Newsletter on a regular basis
which shall be transmitted to all active members. All official and legal notices required to be
issued to the membership shall be considered so issued when published in the Newsletter.
ARTICLE 15. CONFLICT OF INTEREST
Section 15.1 General Policy. Recognizing that Directors and officers have a duty of loyalty and
fidelity to the 190SL Group, and they must govern the 190SL Group's affairs honestly and
economically exercising their best care, skill and judgment for the benefit of the 190SL Group,
to avoid even the appearance of impropriety, the Directors and officers of the 190SL Group shall
disclose to the Board any situation wherein the Director or officer has a conflicting interest or
duality of interest that could possibly cause that person to act in other than the best interest of the
190SL Group.
Section 15.2 Procedure. Any Director or officer having a conflicting interest or duality of
interest in any transaction shall follow the following procedures:
(a) Any Director having a known duality of interest or possible conflict of interest on
any matter should make a disclosure of such conflict to the other Directors. Such
Director should not vote or use their personal influence on the matter, but such
Director may be counted in determining the quorum for the meeting. The minutes of
the meeting should reflect the making of the disclosure, the abstention from voting
and the quorum situation.
(b) Any officer having a known duality of interest or possible conflict of interest on any
matter before such officer for administrative action shall report the conflict to the
president. Such officer shall abstain from taking any administrative action on such
matter.
(c) The requirements in this Section 13.2 shall not be construed as preventing any
Director or officer from briefly stating their position in the matter, nor from
answering pertinent questions of the Board or other officers.
ARTICLE 16. GOVERNING LAW
Section 16.1 Governing Law. These bylaws shall be construed, interpreted, and applied in
accordance with the laws of the State of Virginia.
I, Thomas Hamilton, President of The International 190SL Group, Inc. hereby certify that the
foregoing constitutes all of the provisions of the Bylaws of the 190SL Group, as currently in effect.
IN WITNESS WHEREOF, I hereto subscribe and affix the seal of the 190SL Group, this ____
day of ________, 2002.
_______________________________
Thomas Hamilton, President
_______________________________
John Jacobson, Secretary
As amended by the Board of Directors, April 4, 2014 and ratified by the Membership at the
Membership Meeting, October 16, 2014
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