Article 1


This name of the organization shall be Seven Hills Jeep® Club.


The fiscal year of the club shall terminate on the first day of April in each year.



Article 2



Seven Hills Jeep® Club (SHJC) is organized as a non-profit organization for the purpose of:

a.  Providing social, educational, and recreational activities for its membership.
b.  Participating in and supporting civic activities for the betterment of the community.
c.  Participating in legal issue surrounding Off Highway activities.

d.  All other lawful purposes.



Article 3





a.  Members must own a four wheel drive Jeep® vehicle.


b.  Members must be at least eighteen years of age (exceptions may be made by decision of the Board of Directors), must hold a valid driver’s license, and must show a minimum of public liability and property damage insurance coverage on their vehicle(s).


c.  Members must conduct themselves in a respectable and orderly fashion, whether in or out of club activities. Any member disgracing himself in the public eye will be immediately subject to expulsion from the club, subject to decision by the Board of Directors.






a.  An applicant for membership must be sponsored by a member in good standing.


b.  Applicants for membership must attend one membership meeting before being issued an application blank to be properly filled out and submitted to the Board of Directors. An initiation fee of $5.00 shall be assessed against each new membership and must accompany the application for membership.


c.  Each applicant must attend three (3) club functions, prior to Board of Directors review of application.


d.  Upon completion of application requirements and following review of each application by the Board of Directors, the applicant will be notified as to acceptance or rejection and when the member’s dues will become payable.




a.  GENERAL MEMBERSHIP shall be open to all persons interested in promoting the stated goals and purposes of SHJC, provided all Member Qualifications in Section 3.1 of these by-laws has been met.  Each General Membership includes all members of the applicants immediate family.  However, voting power is restricted to those family members eighteen years of age or over. 

General Membership in SHJC includes membership in Virginia Four Wheel Drive Association (VA4WDA) and United Four Wheel Drive Associations (UFWDA).


b.  PARTIAL MEMBERSHIP shall be available to any person interested in the stated goals and purposes of SHJC.   This membership class is  a pro-rated membership, extended to students, part-time residents or members who are out of the area for extended periods of time. This membership shall be paid based on a monthly rate pursuant to the dues rate in Section 4.1 of these by-laws.  Partial members are permitted to participate in all the club functions and to serve on committees (planning and trail).  A partial member is not extended membership in VA4WDA or UFWDA. 


c.  HONORARY MEMBERSHIP shall be given at the sole discretion of the Board of Directors.  Honorary Memberships shall lapse yearly unless renewed by the Board of Directors and shall not confer upon the honorary member the right to vote or to receive notice of meeting(s) or the obligation to pay dues.


d.  CHARTER MEMBERSHIP shall be limited to those General Members who adopt and sign these Constitution/By-laws on or before April 1, 2004.   Charter Membership does not confer the right to vote, except that right which is granted with General Membership. 



a.  The total number of memberships shall not exceed 100 at any one time.


b.  Any member not having attended a membership meeting during three consecutive months shall be dropped from the rolls of this organization. Exceptions may be made by decision of the Board of Directors.


c.  All personal expenses such as uniforms, decals, insignia, etc., shall be borne by each individual and are not to be arranged for in any manner by the club.

d.  Members shall immediately notify the Secretary upon a change of contact information (mailing address, telephone number, or electronic address).


e.  When a member disposes of and no longer possesses a four-wheel drive Jeep vehicle, membership in this club shall terminate, exceptions are at the discretion of the Board of Directors.


f.  The interest of a member in the club is not transferable and lapses and ceases to exist upon death or when the period of membership expires or when the member ceases to be a member by resignation or otherwise in accordance with the Constitution/By-laws. Any member may resign from membership upon notice in writing to the Secretary. No dues shall be refunded upon a resignation.


g.  The Board of Directors shall have power to request any member to resign or to determine any membership without explanation but for the purpose of this paragraph. Determination of membership shall be carried out by a vote of not less than 2/3 of the members of the Board of Directors present at a meeting of the Board of Directors duly held. Upon the determination of membership under this rule the dues paid for the current year, and, in the case of a member who has been elected during the then current year, including the initiation fee paid if applicable, may be returned to the member wholly or in part at the sole discretion of the of the Board of Directors.



Article 4





a.  GENERAL MEMBERSHIP dues for this organization shall be $48.00 per membership per year.


b.  PARTIAL MEMBERSHIP dues for this organization shall be $12.00 per month. 


4.2  PAYMENT OF DUES.  Dues are payable at the first meeting in March.


4.3  DELINQUENT DUES.  Any member whose dues are three months in arrears shall be dropped from the rolls of this organization. Nothing herein contained shall prevent reinstatement of a delinquent member upon payment in full of unpaid dues, together with a reinstatement fee of $5.00, providing a vacancy exists.



Article 5



5.1  REGULAR MEETINGS.  Meetings of the membership of the Seven Hills Jeep Club shall be held once monthly at such times and places designated by the Board of Directors.


5.2. QUORUM.  The presence of two members shall be a quorum of any meeting of members for the choice of a Chairman and the adjournment of the meeting; for all other purposes the presence of 51% of the membership shall be necessary to constitute a quorum. No business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business.

5.3  SPECIAL MEETINGS.  Meetings of the members in addition to the monthly meetings, to be known as "special meetings”, may be convened by order of the President or Vice-President or by any two other officers or by ten (10) General Members to be held at any date and time and at any place.

5.4  VOTING.  Except as otherwise provided in the Constitution/By-laws, every question submitted to any meeting of the members shall be decided by a majority of votes given on a show of hands and in case of an equality of votes the Chairman shall both on a show of hands and at a poll have a second or casting vote. At any meeting unless a poll is demanded a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number of proportion of votes recorded in favor of or against the motion.


5.5  TIMING AND NOTICE OF QUESTIONS SUBMITTED.  Questions may be submitted to the membership by electronic means, by telephone, and/or by U.S. Mail. Every question submitted by such means shall be decided by a two-thirds majority of votes of the entire membership role. Voting may be given by electronic means, telephone, and/or U.S. Mail, regardless of the method by which questions were submitted.


5.6 CHAIRMAN.  In the absence of the President and Vice-President, the members present at any meeting of members shall choose another officer as Chairman and if no officer is present or if all the officers present decline to act as Chairman the members present shall choose one of their number to be Chairman.

5.7  ANNUAL MEETING. There shall be an annual meeting held on the Second Wednesday of November each year. Notice of the time and place of the annual meeting shall be made known to all members no fewer than ten (10) days nor more than sixty (60) days prior to the meeting.

Article 6


6.1   OFFICERS.  The officers of the Seven Hills Jeep Club shall consist of a President, Vice-President, Secretary, and Treasurer.  No officer shall be added to the club except by the majority vote of the membership role.


a.  President.  The President shall preside over all membership and board meetings and be present at all events when possible. The President shall be the executive officer and shall have the duty to carry out the policies and decisions of the Board of Directors. The President shall be without right of vote on the Board of Directors except in the event of a tie. The President shall sign checks with the Treasurer, unless both are members of the same family. The President shall be an ex officio member of all ad hoc and standing committees of the club; The President shall sign such contracts, documents or instruments in writing as requiring signature and shall have such other powers and duties as may from time to time be assigned to him.


b. Vice-President.  The Vice-President shall, in the absence of the President, serve in that capacity. The Vice-President shall also serve as a Parliamentarian and perform such other duties as may be assigned by the Board of Directors. The following duties are added to The Vice-President (which are currently required by the will of the membership): AIAC representative to the VA4WDA.


c.  Secretary.  The Secretary shall keep and preserve all records and minutes of the meetings of the regular membership and Board of Directors, shall assume the responsibility of ledger roll call and determine the number of voting members present so it may be known if a quorum is in attendance, shall keep a file system of membership, and shall receive and answer all general correspondence pertaining to the organization. The Secretary shall sign checks with the Treasurer in the event the President and Treasurer are members of the same family.


d.  Treasurer.  The Treasurer shall have the care and custody of all the funds and securities of the club and shall deposit the same in such bank or banks or with such other depositary or depositaries established for the club.  The Treasurer shall disburse all moneys for and on account of the club. The Treasurer shall keep or cause to be kept books of account and accounting records of the financial affairs of the club. The Treasurer shall deliver a statement at every General Meeting and at the Annual Meeting of all moneys received and disbursed by him or her. The Treasurer shall sign such contracts, documents or instruments in writing as requiring signature and shall have such other powers and duties as may from time to time be assigned to him or as are incident to the office of Treasurer. The Treasurer may be required to give such bond for the faithful performance of the Treasurer’s duties as the Board of Director’s in its uncontrolled discretion may require.


6.2  NOMINATION OF OFFICERS.  A nominating committee consisting of a chairman and two members in good standing shall be appointed by the Board of Directors to nominate one or more candidates for President, Vice-President, Secretary, Environmental Affairs Officer, and Treasurer. The candidates for offices must be regular members in good standing. Candidates for the office of Treasurer must be bondable, bond to be paid for by the club. Nominations shall be announced by electronic mail to each member in good standing at least two weeks prior to the general election. At all elections, nominations for each and every office of this organization may be made from the floor.


6.3  ELECTION OF OFFICERS.  Officers shall be elected each year at the Annual Meeting. 


a.  The newly elected officer(s) shall take office on December 1st. Voting shall be in person and not by proxy or mail.


b.   Balloting for each office shall be in separate successive sequence and will be held by secret ballot. All ballots for offices must be counted and checked by three members other than the nominees.


c.  A majority of votes cast is necessary for election to an office.


6.4  TERMS OF OFFICE.  The term of Office shall be two (2) years.  No Officer may serve more than two (2) terms in the same office.


6.5  REMOVAL OF OFFICERS.  The members of the club may, by resolution passed by at least two-thirds (2/3) of the members present in person and voting at a meeting of members duly held, remove any officer before the expiration of their term of office and may, by a majority of the votes cast at such meeting, elect any person instead for the remainder of the term.


6.6  VACANCIES OF OFFICERS.  In the event of a vacancy in any Office, an election shall be called to elect a successor.  The remaining Officers, though not a quorum, may delegate all or any of the powers of the vacant office to any other officer until such time as the vacancy is filled according to this section.



 Article 7



7.1  BOARD OF DIRECTORS.  The Board of Directors shall consist of the Officers and the immediate past president.


7.2  DUTIES OF BOARD OF DIRECTORS.  The duties of the Board of Directors shall be to conduct the day-to-day business; to take such actions as might best fulfill the aims of this organization, and to audit the books of the previous administration. The Board of Directors shall meet regularly once each month, and four members shall constitute a quorum of that body.


7.3 IMMEDIATE PAST PRESIDENT.  The Immediate Past President is defined as the person having held the office of President immediately prior to the last election.  In the event that the President was removed, or resigned before the expiration of his or her term, he or she shall not be eligible to hold the office of Immediate Past President.  In the event of a vacancy in the office of Immediate Past President, the office shall remain unfilled until such time as the office can be filled by a duly qualified person as defined under this section.  The Immediate Past President shall serve as a resource to ensure continuity of the organization and serve to assist the President and to pass on corporate and collective history of the organization.



Article 8



8.1  DEPOSIT OF FUNDS RECEIVED.  All monies received from all sources shall immediately be turned over to the Treasurer to be deposited in the checking account of the Seven Hills Jeep Club.


8.2  EXPENDITURE OF FUNDS.  No withdrawal from funds shall be made without the approval of the Board of Directors. Single expenditures in excess of Twenty-five dollars ($25.00) must have the approval of the majority of the membership present at such meeting as the expenditure is authorized.  All expenditures shall be made by check, and the item for which each check is drawn shall be designated on the face or reverse side thereof. If funds for more than one purpose are included, they shall be itemized separately, stating the amount of each.



Article 9



Committees shall be designated by the Board of Directors. Each committee shall be assigned by the President to an officer who shall be responsible for its activities and who, with the approval of the Board of Directors, will appoint a committee chairman.


Article 10



10.1  INDEMNITY OF OFFICERS AND BOARD OF DIRECTORS.  Every officer or other person who has undertaken or is about to undertake any liability on behalf of the club and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the club, from and against:

a. All costs, charges and expenses whatsoever which such officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of office.

b. All other costs, charges and expenses which such person(s)sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such person(s) own willful neglect or default.


10.2  NONLIABILITY OF OFFICERS AND BOARD OF DIRECTORS.   No officer, nor the Immediate Past President, for the time being of the club shall be liable for the acts, receipts, neglects or defaults of any other officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the club through the insufficiency or deficiency of title to any property acquired by the club or for or on behalf of the club or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the club shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and willful act or through his own wrongful and willful neglect or default. The Board of Directors for the time being of the club shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the club, except such as shall have been submitted to and authorized or approved by the Board of Directors.



Article 11



11.1  APPROVAL OF EVENTS.   All events shall be subject to approval by the Board of Directors. Events will be under the direction of a Trip Leader appointed by the Board of Directors.


11.2   AUTHORITY OF TRIP LEADER.  All members, including the President, Vice-President, Secretary, and Treasurer are responsible to the direction of the appointed Trip Leader and appointed assistants from the set time of the beginning of an event to the termination of an event. At no time has any member or officer the right to demand an unscheduled stop or a change of route or plan. No provision is to be made to permit any member to join an event at any location or time other than the location and said time decided upon for the event if such provision causes any change of time, any stop, any delay, or any change of route.


11.3  EVENT REGULATIONS.  All members and guests shall abide by these regulations for all events.


a.  All events must be conducted in an orderly manner and with safety as the prime factor. Any event held on private property will be subject to liability releases.


b.  No member or guest under the age of eighteen years will be permitted to drive in any event unless accompanied by or with written permission of parent or guardian.


c.  All competitive events shall be under the direct authority, supervision, and control of the Board of Directors. The Board of Directors shall determine entrance classifications and regulations for various events and shall approve trophies and awards to be presented. Anyone determined to be physically or mentally disturbed at the time of an event shall be disqualified. Vehicles may be subject to technical inspection varying according to the type of event and shall be disqualified if found to be mechanically unsafe.


d. All members and guests participating in an event shall abide by the Motor Vehicle Code of the state concerned and by the laws and regulations of the city, the county, or the circumstances involved. The welfare and reception of the club depends upon the character it gains with the city, county, state, and federal authorities. We are not irresponsible drivers. Any flagrant violation of the codes is sufficient cause for the removal of membership privileges, subject to decision by the Board of Directors.



Article 12



Unless otherwise specified in these Constitution/By-laws, Roberts Rules of Order Revised shall govern parliamentary procedure.



Article 13



These Constitution/By-laws may be amended by a two-thirds majority vote of the membership role, at any meeting called for such purpose.  Any amendment to the Constitution/By-laws must be presented to the membership at the regular membership meeting preceding that meeting in which the vote is taken.




Dated the       17 day of        March , 2004.


The undersigned hereby agree each with the other to form the Club, to have the foregoing as its Constitution/By-laws, and to become the first paying members thereof. The first officers shall be the following:

President     ------------ Raleigh Hammock   ____________________
1st Vice-President  --- Chase DeWitt          ____________________
Treasurer     ------------ Charles Snider        ____________________
Secretary     ------------ Paul Pritchard         ____________________


IN WITNESS WHEREOF we have signed
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