BY – LAWS
AUGUSTA INTERNATIONAL RACEWAY PRESERVATION SOCIETY
ARTICLE 1
THE SOCIETY is organized for the following purpose:
The Augusta International Raceway Preservation Society (AIRPS) is organized exclusively for charitable, religious,
educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any
future federal tax code.
ARTICLE II
OFFICES
The SOCIETY may have such offices as the Board of Directors may require. The principal address of the SOCIETY is
PO Box 1403, Hephzibah, Georgia 30815.
ARTICLE III
A. The first members of the SOCIETY shall consist of the members of the original Board of Directors of the
SOCIETY, unless they have resigned or their membership otherwise terminated.
Thereafter, the eligibility and qualifications for membership and the manner of and admission into membership shall be
prescribed by resolutions duly adopted by the Board of Directors of the SOCIETY or by such rules and regulations as
may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted
by the Board of Directors of the SOCIETY shall be affixed to the By – Laws of the SOCIETY and shall be deemed to be a
part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to
all members, the amount and manner of imposing and collecting any initiation fee, dues, or other fees, assessments,
fines and penalties, the manner of suspension or termination of membership, and for the reinstatement of membership,
and except as hereinafter otherwise provide, the rights, liabilities, and other incidents of membership.
Membership in this SOCIETY shall not be withheld from any person on the basis of race, color, religion or upon any
other basis which would disqualify the SOCIETY from tax exempt status under section 501C3 or other applicable
present or future sections of the Internal Revenue Code.
B. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law
evidencing membership in the SOCIETY. Such membership certificate, card or other instrument shall be non-
transferable, and a statement to that fact shall be noted on the certificate, card or other instrument. Membership
certificates, cards, or other instruments, if issued, shall bear the signature or facsimile signature of an officer or officers
of the SOCIETY designated by the Board of Directors and may bear the seal of the SOCIETY or a facsimile thereof.
1. Membership shall be limited to those who have a genuine interest in the history of automobile racing, have
participated in the sport in the past, or are currently participating, or own a racing vehicle.
2. Membership shall be divided into General membership, Associate Membership, Honorary Membership, and Life
Membership.
a. GENERAL MEMBERSHIP – referred to as “Membership”, shall be accorded to that person who pays the annual
dues (if instituted) assessed by the SOCIETY as determined, from time to time, by it’s officers and approved at the
Annual Meeting of the SOCIETY and shall have full voting powers.
b. ASSOCIATE MEMBERSHIP – shall automatically accrue to the Spouse of the General Member and to members
of His/Her immediate family. Associate members shall not have any voting powers. When a member of the immediate
family, other than the spouse of the General Member, reaches age 16 His/Her Associate Membership will cease and
He/She will become eligible for General Membership upon payment of regular annual dues.
c. HONORARY MEMBERSHIP – may be conferred on an individual by action of the Board of Directors and officers
as they deem appropriate. Such Honorary Membership shall be for the life of the person on who conferred and shall
not carry any voting powers.
d. LIFE MEMBERSHIP – shall be accorded the same privileges as General Membership. The fee (if instituted) for
Life membership is set at a one time fee to be determined by the Board.
e. REVOCATION OF MEMBERSHIP – shall be executed in two parts. First a two thirds (2/3) majority vote of the
Board of Directors, then by a two thirds (2/3) majority vote of the membership present at a regular meeting.
DUES
If instituted, dues shall be paid annually and run from January 1 through December 31 of each year. However, anyone
joining October 1 or later shall be deemed to be paid through the following year and have valid membership. (EX: Pay
Oct. 2, 2006 will have full membership through December 31, 2007). Membership dues would be that amount as
decided by the Board of Directors from time to time and such amount shall be communicated to the members as soon as
practicable after such amount is set.
ARTICLE IV
A. GENERAL POWERS. The affairs of the SOCIETY shall be managed by its Board of Directors. Directors must be
members of the SOCIETY but not necessarily residents of the sate of incorporation.
B. BOARD MEMBERS. The number of Directors shall be eight. Each Director shall hold office until his/her
successor is elected, and duly qualified, subject to earlier termination by removal or resignation. The Board shall
consist of all officers along with such other Director(s), positions(s), as determined by the membership.
C. REGULAR MEETINGS. Regular meeting are held monthly. The Board of Directors shall hold their annual
meeting immediately after, and at the same place as the annual meeting of members. The Board may provide by
resolution of additional regular meetings to be help without notice except as provided by the resolution itself.
D. SPECIAL MEETINGS. The President or any two Directors may call for special meeting of the Board of Directors
and fix the time and place for the meeting.
E. NOTICE. Directors shall be notified of any special meeting, either in writing, or by direct telephone contact. If
sent by mail, or personally delivered, it must be done at least the (10) days prior to the time set for the meeting. The
notice, if sent by mail, may be sent to the addresses as shown on the records of the SOCIETY. Lack of notice is waived
by written waiver or attendance at the meeting without protest.
F. QUORUM. A majority of the Board of Directors must be present in order to conduct business. However, a
majority of those present may adjourn the meeting from time to time without further notice.
G. VACANCIES. Any vacancy in the Board of Directors may be filled by an affirmative majority of the remaining
Board of Directors even though less that a quorum of the Board of Directors. A Director so elected to fill a vacancy shall
complete the term of his/her predecessor in office.
H. COMPENSATION. The Board of Directors may not provide that a salary or compensation be paid to any
Director(s) or other employee for his/her services. The Board may provide by resolution that any SOCIETY agent be
indemnified for expenses and cost which were necessarily incurred in being or having been a corporate agent.
I. REMOVAL. The Board of Directors may remove any Director at any time if in its judgment; the best interests of
the SOCIETY would be served thereby. However, officers elected by the membership may not be removed except by
the suspension by the Board of Directors for cause.
ARTICLE V
MEETING OF MEMBERS OF AUGUSTA INTERNATIONAL RACEWAY PRESERVATION SOCIETY
A. ANNUAL MEETING. An annual meeting of the membership will be held in December of each year.
B. SPECIAL MEETING. Special meetings of the members may be called by the President or by the Board of
Directors.
C. NOTICE OF MEETING. Written notice shall be mailed to each member not less than 10 days before the date
set for the ANNUAL MEETING or the date of any SPECIAL MEETINGS. Such notice shall state the place, day and hour
of the meeting. Notice of an ANNUAL MEETING shall state the meeting is being called for the holding of elections or for
the transaction of such other business that may properly come before the meeting. Notices of SPECIAL MEETINGS
shall state the purpose or purposes for which it is being called. Notice shall be deemed to have been given when
deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United
Sates Postal Service. Any meeting of the members may be adjourned from time to time. In such event, it shall not be
necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and
place of the adjourned meeting is given at the meeting so adjourned.
D. NOMINATIONS. All nominations for elections shall come from the floor.
E. VOTING. At all meetings, the members present will vote by a show of hands, with a majority rule.
F. RENEWAL OF MEMBERSHIP. Each member shall receive a renewal form in December. Those not renewing by
the next January shall receive a reminder renewal form. If not renewed by March 1st said member will be dropped from
the roll.
ARTICLE VI
OFFICERS
Chief Executive Officer or CEO
President
Vice President
Secretary
Treasurer
A. Any two or more offices may be held by the same person, with the exception that the offices of President and
Secretary may not be held by the same person
B. TERM. Officers shall be elected by the general membership, for a period of one year, at the ANNUAL MEETING
held in December. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall remain in office
until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.
C. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer (CEO) coordinates the activities of the SOCIETY.
D. PRESIDENT. The President shall be the principal officer of the SOCIETY and shall supervise and control all of
the business and affairs of the SOCIETY. The President shall preside at all meetings of the membership and the
Board of Directors.
E. VICE PRESIDENT. The Vice President shall perform the duties of the President in the absence of the President
or in the event of the President’s inability or refusal to act. He or she shall also perform other such duties as may be
assigned by the President or Board of Trustees.
F. SECRETARY. The Secretary shall keep the minutes and records of the SOCIETY in appropriate books, see
that all notices are given in accordance with these By – laws or as provided by the law, keep the seal of the SOCIETY
and affix same to corporate documents, keep a list of all members and their mailing addresses and, in general, perform
all duties incidental to the office of Secretary and other such duties as my be assigned by the President or Board of
Trustees.
G. TREASURER. The Treasurer shall have charge and custody of, and be responsible for all funds and securities
of the SOCIETY, and, in general, perform all duties incidental to the office of Treasurer and will report the financial
affairs of the SOCIETY at each meeting, regular or called, and perform other duties as assigned by the President or
Board of Trustees.
H. OTHER. There may be cause to be other officers to assist the above enumerated positions – Second Vice
President(s), Assistant Treasurer(s), Assistant Secretary(s), as the Board may see fit from time to time. Such other
officers shall serve from time of appointment until the next Annual Meeting at which time they will be subject to stand for
election by the members as provided for under Article VI_B. The elected officers may, if they so desire, appoint from
within the elected officials an Executive Board or Committee to consider such matters of the SOCIETY as the Board
shall request or direct.
ARTICLE VII
DISTRIBUTION OF ASSETS
By two-thirds vote of all members of the SOCIETY, the SOCIETY may be dissolved. The SOCIETY shall implement the
following plan which prescribes the disposition of assets in the event of dissolution.
A. Pay and discharge all organizational liabilities and obligations.
B. Comply with all conditions of any tax exemption applicable to the Corporation.
C. Return, transfer or convey all assets which were received and held by the SOCIETY upon condition that the
assets be returned, transferred or conveyed upon dissolution of the SOCIETY.
D. Distribution of all assets to the members or the legal representatives of the member who donated same.
E. Any assets required to be distributed under the terms of this plan, which assets have not been conditioned by
the donor as outlined in sub-paragraph (c) above, shall be transferred to any organization with similar purpose, even
though such other organization may not be limited in scope to only Automobile Racing or to the State of Georgia, it’s
main criteria shall be the perpetuation of Automobile Racing history.
ARTICLE VIII
PARLIAMENTARY PROCEDURE
ROBERT’S RULES OF ORDER – REVISED. – When not in conflict with these By – Laws shall govern the procedures of
this organization.
ARTICLE IX
EXECUTIVE BOARD
A. The Board of Directors has designated that each officer and director of the SOCIETY together shall constitute
the Executive Board of the SOCIETY.
B. In the event the offices of Secretary and Treasurer as held by separate persons the Board of Directors hereby
designate the Treasurer of the SOCIETY to maintain a list of the names and addresses of all General and Honorary
members.
C. Officers elected for the coming two (2) years shall assume their respective duties at the close of the December
meeting each year.
ARTICLE X
COMMITTEES
COMMITTEES. The Board of Directors may, by resolutions of a majority of the Board, establish committees of two or
more Directors to conduct the management of the SOCIETY. Other committees may be established consisting of
members of the SOCIETY, but may not exercise the authority of the Board of Directors in the management of the
SOCIETY. All Committees shall function in accordance with the rules and procedures established by the Board of
Directors.
ARTICLE XI
SEAL. The Seal of the SOCIETY shall be in the form affixed immediately below.
ARTICLE XII
MERGER. AUGUSTA INTERNATIONAL RACEWAY PRESERVATION SOCIETY will NOT be merged with another
Association of any kind.
ARTICLE XIII
AMENDMENTS
These By – Laws may be altered, amended or replaced by the Board of Directors upon the affirmative vote of a majority
of all Directors then holding office, provided however, that the Members, upon the affirmative vote of a majority of all
members entitled to vote, may alter, amend or repeal any By – Laws adopted by the Board of Directors. Members may
submit new By – Laws and may prescribe that any By – Laws submitted by them will be adopted, provided the majority
of the members present approve.
ARTICLE XIV
MISCELLANEOUS
A. No part of the net earnings of the SOCIETY shall inure to the benefit of, or be distributed to its Members,
Directors, Officers, or other private person except that the SOCIETY shall be authorized and empowered to pay
reasonable compensation for services rendered, to reimburse for funds advanced for the necessary and proper
functions of the organization, (supplies, postage, etc.,).
B. Upon dissolution of the SOCIETY, the Board of Directors, after payments of all liabilities, shall dispose of all the
assets of the SOCIETY in accordance with the provision of the Non – Profit Corporation Act of the State of Georgia,
provided however, that in no event shall distribution of said assets be made in any fashion not permitted of
organizations exempt from Federal Income Tax under any sub-section of Section 511C3 of the Internal Revenue Code
(or corresponding provision of any future United States Internal Revenue Law).
C. No part of the activities of the SOCIETY shall be carrying of propaganda, or otherwise attempting to influence
legislation and the SOCIETY shall not participate in, or intervene in (including the publication or distribution of
Statements), any political campaign on behalf of any candidate for office. Not withstanding any other provision of
these By – Laws, the SOCIETY shall not carry on any other activities not to be permitted to be carried on by an
organization exempt from Federal Income Tax under any sub-section of Section 501C3 of the Internal Revenue Code
(or corresponding provision of any future United States Internal Revenue Law).
D. These By – Laws were adopted at the meeting of the AUGUSTA INTERNATIONAL RACEWAY PRESERVATION
SOCIETY held December 3, 2005 in Hephzibah, Georgia.
E. Mission Statement
The AUGUSTA INTERNATIONAL RACEWAY PRESERVATION SOCIETY is committed to preserving history of the
Augusta International Raceway. By sponsoring research on this racing facility, we will seek out those who
were successful in the sport and document their exploits and their racing automobiles. We will work with
local Park and Library officials as we document the former racing activities at the Augusta International
Raceway which is being developed into Diamond Lakes Regional Park. Through these efforts the AUGUSTA
INTERNATIONAL RACEWAY PRESERVATION SOCIETY intends to leave the legacy of racing history for
generations to come.
Definitions of terms used in By – Laws.
Director – One who directs, as the head member of this SOCIETY.
Officer – One who holds and office, or post, or trust in this SOCIETY.
Board – An organized official body of this SOCIETY.
