Section 1.  Qualification for Membership:  To be eligible for membership in the Section, a person shall possess the qualifications for membership in the National Club as specified in the National bylaws.

Section 2.  Classification of Members:  The classification of members shall be as specified in the National bylaws.

Section 3.  Application -- Membership:  Applications for membership in the Club may be submitted to the Section, Region, or National Club. If submitted to the Section, applications shall be forwarded with accompanying dues to the National Club.

Section 4.  Removal from Membership -- Expulsion:  The board of directors of the Section by a two-thirds (2/3) majority vote may request the resignation or recommend the expulsion of any member whose conduct in their opinion is detrimental to the welfare of the Section.  Recommendations for expulsion shall be submitted to the National Club and will follow the procedures specified therefore in the National bylaws.

Section 5.  Section Affiliation:  Members shall be assigned to the Section as specified in the National bylaws.

Section 6.  Rights and Privileges:  Members shall have the rights and privileges specified in the National bylaws.

Section 7.  Dues:  Dues shall be specified in the National bylaws. Dues for a given period shall include a subscription to The Metro Tri-Star.

Section 8.  Rebates:  The portion of members' dues to be rebated to the Section shall be determined by the Board of Directors of the National Club.

Section 1.  The Club:  Organization of the Club shall be as specified in the National bylaws.

Section 2.  Regions:  Organization of the Regions shall be as specified in the National bylaws. The Greater Washington Section is presently assigned to the Mid-Atlantic Region. The relationship between the Section and the Regional Director shall be as specified in the National bylaws and in Article IX below.

Section 3.  Section:  The Greater Washington Section is chartered as such under the National Charter within the Mid-Atlantic Region and is subject to the jurisdiction of the National Board.

Section 4.  Business Office:  The Section shall maintain a Business Office for the administration of its affairs. The office of the Section President shall be considered the Business Office. There shall be no provision for paid officers or staff in the Section.

Section 1.  Board of Directors:  The governing body of the Section shall be a Board of Directors, referred to throughout these bylaws as "the Board." It shall consist of the Section Officers, the Standing Committee chairpersons, the immediate Past President, and the appointed Directors.

Section 2.  Quorum:  A majority of the members of the Board, either in person or in proxy, shall constitute a quorum for the transaction of any and all business at any meeting.

Section 3.  Proxies:  Board members may grant their voting authority to other Board members by proxy. Proxies must be in writing, signed by the grantor. Unless otherwise specified, proxies give unrestricted voting powers to the Board members to whom they have been assigned.

Section 4.  Voting:  Except as otherwise stated in these bylaws, a majority of the votes cast shall be sufficient for the determination of any matter at any meeting.  Motions and seconds may be made only by Board members.  Each member of the Board shall have one vote in all matters.

Section 5.  Notice:  Notice of all meetings of the Board shall be mailed to members of the Board at least ten (10) days prior to the date of the meeting.  Such notices shall contain the date, time and place of the meeting, plus an agenda of items to be discussed.  The agenda shall be in such detail as to provide members of the Board a reasonable knowledge of items to be considered.  All notices of special Board meetings shall additionally state the purpose of the meeting.

Section 6.  Attendance of Members at Board Meetings:  Announcement of upcoming board meetings shall be made in The Metro Tri-Star, and Section members having business to be brought before the Board shall be invited and encouraged to attend.

Section 7.  Delegation of Authority:  The Board may delegate to the Section Officers the authority to schedule business meetings as necessary to carry on the routine functions of the Section, including the authority to obligate and expend Section funds. It is the intent that this authority be limited to routine operations. Authority for decisions affecting matters concerning Section policy and/or having a major effect on Section finances is reserved for the Board. The decision of the President, or the Vice President in the absence of the President, at Officer meetings will determine what item(s) of business should be deferred for consideration by the Board. Further, decisions by the Board may not be reversed by the Officers. The Board may further limit this authority, as it deems necessary. To effect Section business, a majority of the Officers, including the President or Vice President must be in attendance. Proxies shall be allowed.

Section 1.  Officers:  The elective officers of the Section shall be: the President, Vice President, Secretary and Treasurer.

Section 2.  Section President:  The President shall be the chief executive officer, and shall have general supervision of the Board.  The President shall have the powers and responsibilities of management usually pertaining to the office of the president of a corporation and such other duties as may be assigned by the Board.  The President shall also serve on the Executive Committee of the Region, as required by the National bylaws.

Section 3.  Section Vice President:  The Vice President, in the event of the death, disability or unaviodable absence of the President, shall perform all of the duties of the President; and when so acting, shall have all the powers and be subject to all the responsibilities of the President.  The Vice President shall also perform other duties as assigned by the President.

Section 4.  Section Secretary:  The Secretary shall have custody of the Section's records.  The Secretary shall furnish notice of all Board meetings to the editor of The Metro Tri-Star for publication, and shall bring a copy of the National and Section Constitutions and Bylaws to each business meeting, and shall be responsible for recording the minutes of the Board and Officer meetings in a book kept for that purpose.  The minutes shall include the time and place where such meetings were held, the names of those present, and a summary of the proceedings. The Secretary shall prepare the Board Meeting minutes and forward to all Board members within forty-five (45) days after the Board Meeting. The Secretary shall prepare the Officer meeting minutes and forward to all Board members no later than thirty (30) days after approval by the Officers.

Section 5.  Section Treasurer:  The Treasurer shall keep adequate and correct books of account of the Section as to all transactions involving the receipt or payment of Section funds as well as the records of ownership of Section property.  The Treasurer shall make available to any Section member, upon request, the financial records.  The Treasurer shall deposit all funds and other valuables in the name of and to the credit of the Section with depositories approved by the Board.  The Treasurer shall disburse the funds of the Section as ordered by the Board, shall render an accounting of these transactions and of the financial condition of the Section at each Board meeting and the Annual meeting, and shall submit to an audit of the books of account whenever required by the Board.  The financial report shall be prepared and published, and the audit held, as specified in Article X below.  The Treasurer shall be responsible for preparing an annual operating budget.  The Treasurer may serve without bond.

Section 6.  Election:  The President, Vice President, Secretary, and Treasurer shall be elected at the annual meeting of Section members as specified in Article VIII below.

Section 1.  Resignation:  Any Board member may resign at any time by giving notice to the Board.  Such resignation shall take effect on the date specified in the notice. The Board member shall turn over to a designated successor or the President all Section records and property in the resignee's possession at the conclusion of his or her term, but not later than thirty (30) days from the date of resignation.

Section 2.  Removal:  Any Board member may be removed at any regular or special Board meeting of the Board by a vote of two-thirds (2/3) of the full Board membership.  Proxies may be used.  Before such action, the Board member in question shall be notified of the pending action.  The Board member will be given ten (10) business days to respond to the Board.  Prior to any action by the Board, the affected Board member may request a hearing before the Board.  If such a request for hearing is not received within this ten (10) day period, it will be assumed that no hearing is desired, and the Board is free to act.  Removal action by the board is final.

Section 3.  Vacancies:  A vacancy in any Section office may be filled for the unexpired term by vote of the remaining members of the Board.

Section 1.  Meeting of the Board:  The Section fiscal year shall be from January 1st through the succeeding December 31st.  The Board shall hold regular meetings at least twice during the fiscal year.  The date, time and location of each meeting shall be selected by the President with the advice and consent of the Vice President, Secretary and Treasurer.

Section 2.  Officer Meetings:  The officers may schedule business meetings as necessary to carry on the day-to-day operations of the Section.

Section 3.  Special Meetings:  Special meetings of the Board may be called by the President or by any five members of the Board.  Reasonable attempts will be made to notify all Board members in advance of the date, time and location of all special meetings.

Section 4.  Annual Meeting of the Membership:  The annual meeting shall be considered the general membership meeting of the year.  The annual meeting shall be held during the month of October. All members shall be invited to attend this meeting.  Dates and locations for such meetings shall be published in The Metro Tri-Star.   Elections shall be held at the annual meeting as specified in Article VIII below.

Section 5.  Other Meetings:  Social, technical or special meetings of the Section may be scheduled as desired.  An effort shall be made to rotate the location as well as the weekday of the several types of meetings to accommodate the members of the Section.

Section 1.  Definitions:  The term "member" as used throughout this article shall be deemed to refer to an "Active Member of the Club" as defined in the National bylaws. Only one Active Member per household may vote in Section elections if only one membership fee has been paid.

Section 2.  Nominations and Elections:  Nominations and elections of Section officers will be every two (2) years, effective with the October 25, 1988 election.

Section 3.  Nomination of Section Officers:  The President shall appoint a nominating committee on or before August 1 of the year of the election.  This committee shall consist of at least three (3) members of the Section.  The committee shall select by majority vote one or more nominees for each office.  Each nominee shall have indicated a willingness to serve if elected; furthermore, no National or Regional officer shall be eligible for nomination.  The selections of the nominating committee shall be transmitted to the Secretary in writing prior to September 1.

Section 4.  Election Procedure:  The list of nominations shall be published in The Metro Tri-Star at least two weeks prior to the date of the Annual Meeting.  Additional nominations will be accepted from the floor at the annual meeting, subject to the provisions on willingness to serve and eligibility described in Section 3 above.  If there is more than one nominee for a given office, a written ballot shall be distributed at the meeting.  The results shall be determined by a majority vote of those members present at the meeting.

Section 5.  Term of Office:  The term of office for officers, committee chairpersons and appointed Board members shall be two years commencing on the first day of November following the election, or upon appointment.   No member shall serve more than two (2) consecutive elected terms as President.  A member serving two consecutive terms is not precluded from seeking election after a minimum one term break in service.

Section 6.  Agreement to Serve:  After election or appointment to the Board, but before beginning his or her term, each newly elected or appointed board member shall sign an Agreement to Serve. The signed Agreements to Serve shall be placed in the minute book as part of the corporate records.

Section 1.  Charter:  This section was chartered by the National Club in September 1956.

Section 2.  Responsibility:  The Section was incorporated in the District of Columbia on February 14, 1958, and a copy of the incorporating documents was furnished to the National Club.  The Section has conducted and shall conduct its activities in compliance with all laws and regulations of the governmental entity in which it is incorporated.  The Section agrees to abide by the National bylaws, and these Section bylaws will not be interpreted in any way to conflict with the National bylaws.  Nothing in these bylaws shall be construed or in any way interpreted to render the National Club liable for the act, actions and omissions of the Section.  It is expressly understood that in each case, the Section alone shall be responsible for and have full responsibility for any event or activity which it sponsors or conducts, unless conducting National events.

Section 3.  Rights and Privileges:  The National bylaws give the Section the right to use a part of its name the words "Mercedes-Benz Club of America, Inc." provided the name includes such further designation or description as will identify it as a separate corporation distinct from the National Club; i.e. "The Greater Washington Section of ...".  The Section may carry on any and all activities consistent with the bylaws of the Club, but always in its own name and on its own responsibility, financial or otherwise.

Section 4  Internal Organization:  The internal organization of the Section shall be as specified in these bylaws.  The President of the Section shall participate as a member of the Regional Executive Committee.  The President shall provide such information on the activities of the Section as may be required by the members of the Section, the Regional Director, The National Vice President or the National Board.

Section 5.  Suspension or Revocation of Charter:  The National Board may suspend or revoke the charter of the Section as provided in the National bylaws.

Section 1.  Appointed Members of the Board:  The President shall appoint three (3) active members of the Section as the official Corporate Board of Directors registered with the jurisdiction in which the Section is incorporated.  These appointments shall be subject to approval by the other Section officers.  Spouses of officers shall be ineligible for appointment to the three (3) appointed Board positions as well as appointment as Chariperson to the Standing Committees (Board Positions) in Section 2.a. below.

Section 2.  Committees:  The President, with the advice and consent of the other officers, shall appoint all committees, designate chairpersons thereof, and so notify members of the Board.  Such appointments will stand unless two-thirds (2/3) of the members of the Board reject any or all of them by so advising the President and/or the Secretary within fifteen (15) days of notification.  The following committees shall be organized within the Section:

a. Standing Committees:

1. Social Committee: Responsible for scheduling all social events and arranging for site reservations, food, drink and such other responsibilities dependent upon the occasion.
2. Membership Committee: Responsible for securing new members and for coordinating applications for membership with National.  The membership committee shall also be responsible for extending the hospitality of the Section to each new member.
3. Technical Committee: Responsible for arranging for the dissemination of technical information by means of lectures, films and demonstrations.   Assist members in obtaining desired technical information from sources such as the National Technical Director and Mercedes-Benz of North America, Inc.  Accumulate a technical file for use of members of the Section.  Advise the Board of technical information of probable interest to Section members.
4. Driving Events Committee: Responsible for scheduling all driving related activities, including track and site reservations, food, drink and such other responsibilities as needed.

b. Special Committees: The President may appoint such special committees as may be required to carry out the business of the Section, provided that such special committees shall continue to exist beyond the tenure of the President appointing them only at the pleasure of the succeeding Presidents.

Section 3.  Other Appointed Officials:  The Board may create any appointive office or position, and at its sole discretion, may acquire such professional advice and assistance as it may determine to be necessary.  The Board may change or abolish the foregoing, may prescribe the duties and powers thereof, fix the compensation to paid therefore and may determine the expenses to be allowed. The President shall designate appointive officials subject to approval by the Board.

Section 4.  Reports:  Section officers, committee chairpersons and appointed officials shall render budgets and final reports as required.  The Treasurer shall present the Section’s financial condition as of the end of the preceding month at the Annual Meeting.  In addition, the Section’s accounts as of the fiscal year end must be audited by a committee of at least two (2) members prior to the Annual Meeting. Such committee shall not contain the President or Treasurer. Such audit shall become part of the Section records and shall be retained on file in the Section’s Business Office.  Any discrepancies between the audit and the Treasurer’s report will be explained at the annual meeting.  The year-end financial report shall be published in The Metro Tri-Star after the audit is completed.

Section 5.  Section Property:  Any officer, Board member, committee chairperson, committee member, or appointed official whose term ends through expiration, resignation, or removal will return all Section property to the President at the conclusion of their term.  Club property shall include, but not be limited to, all office supplies, hard goods, copiers, computers and peripherals, software, and Section records of all types, including those created and stored on computer.

Section 1.  Procedure: Any additions, alterations, or amendments to the bylaws, hereinafter referred to as amendments, may be made as prescribed in the following procedures.

Section 2.  Procedural Changes:  The Board may make administrative or procedural changes to the bylaws as deemed necessary and appropriate.

Section 3.  Method for Proposing Amendments:  Any member of the Board may propose an amendment to the bylaws.  Additionally, any five (5) active members of the Section may propose an amendment by submitting it in writing to the Secretary signed by all the proposing members.

Section 4.  Approval:  If approved by the Board, a proposed amendment shall then be submitted to the membership for approval.

Section 5.  Petition:  If a proposed amendment is disapproved by the Board, it shall nevertheless be submitted to the membership for approval if a petition signed by ten (10) active members is presented to the Board or President within sixty (60) days following Board disapproval.

Section 6.  Voting:  Voting on proposed amendments shall be by ballot mailed to each active member at the address last appearing in Section records.  Ballots must state the proposed amendment in full, provide boxes labeled "approved" and "disapproved," and specify a date by which they must be received by a designated agent in order to be legally counted.

Section 7.  Certification of Results:  Ballots received as required by Section 6 above shall be counted by a special committee of at least two (2) members appointed by the President.  Results shall be certified to the Secretary.

Section 8.  Adoption:  A proposed amendment shall be adopted if approved by the majority of ballots cast by active members.

Section 9.  Standard Operating Procedures:  Standard operating procedures are proposed and adopted by the Board with a majority of the Board members present and voting at any Board Meeting and without member approval. All such procedures will be maintained in a Standard Operating Procedures Manual. The date of adoption must follow the adopted procedure. The procedures may be amended or rescinded by a majority of the Board members present at a Board Meeting. The date amended or rescinded must appear after the effected procedure and will remain a part of the manual.

Section 10.  Corrections:  Automatic grammatical, punctuation, and correlation corrections in these bylaws and standard operating procedures of amendments thereto which in no way alter the intent of the respective bylaws or standard operating procedures or amendments shall be effected by the Board of Directors.

Section 11.  Editing Changes:  Editing changes in the bylaws and standard operating procedures necessitated by amendments to the National Bylaws and Standard Operating Procedures shall be effected by the Board with notification to the membership.

Section 1.  Procedure:  Amendments to the Constitution shall be effected in the same manner as that prescribed in Article XI above, with respect to the bylaws; except that a minimum of ten (10) signatures shall be required for submission of a proposal to amend, and twenty (20) for a petition to verride disapproval by the Board.

(Includes all Amendments through May 2, 2004)

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