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Proposed New ByLaws


NON-PROFIT BYLAWS

OF

TESLA OWNERS CLUB NEW YORK STATE PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of NY and the Articles of Incorporation of Tesla Owners Club New York State. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of NY, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1 – NAME

The legal name of the Non-Profit Corporation/Organization shall be known as Tesla Owners Club New York State, and shall herein be referred to as the "Corporation/Organization."

ARTICLE 2 – PURPOSE

The general purposes for which this Corporation/Organization has been established are as follows:

The purpose for which the Non-Profit Corporation/Organization is formed is set forth in the attached Articles of Incorporation.

The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501(c)(3)Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code. The Corporation/Organization shall be operated exclusively for/to to inspire and enhance the experience, ownership, operation, and preservation of Tesla, Inc. products;

to encourage fellowship, education, and social contact among Tesla, Inc. product owners and enthusiasts through related social and recreational activities; and

to promote, develop, and arrange meetings and events for the instruction and enjoyment of its members. to accelerate new york's transition to sustainable energy;

In addition, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.

The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no timeand in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501(c)3 of the Internal Revenue Code of 1986 (the "Code"), such as certain political and legislative activities.

ARTICLE 3 –LOGO

The Club uses the logo below as per the Tesla Owners’ Club Limited License Agreement dated April 3, 2018, as the same may be amended from time to time:

The principal office of the Corporation/Organization shall be located at 1614 Penfield Road, #25305 Rochester, NY 14625-0305

The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation/Organization may find a need from time to time, provided that any permanent change of address for the principal office is properly reported as required by law.

ARTICLE 4 – DEDICATION OF ASSETS

The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Corporation/Organization. On liquidation or dissolution, all remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c)3 of the Code.

ARTICLE 5 – MEMBERSHIP
Classes of Members. 
The members of the Club (the “Members”) shall be individuals. There shall be two (2) classes of Members: Paid and Unpaid. The designation and qualifications of such classes of Members shall be as follows:

  1. Paid Members: Any person who is an owner or reservation holder of a Qualified Product (as defined below) and is capable of furthering the purposes of the Club shall be eligible for election as a Paid Member provided they are at least sixteen (16) years of age. Except as otherwise provided herein, a Paid Member in Good Standing is entitled to all the privileges of membership including the rights to vote and hold office.

  2. Unpaid Members: Any person who is an owner or reservation holder of a Qualified Product interested in and capable of furthering the purposes of the Club shall be eligible for election to an unpaid membership provided they are at least sixteen (16) years of age.

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Nature of Membership. Membership in the Club shall not be transferable. Privileges of all Member classes are determined by the Board of Directors and may be changed at any time. Each Member shall be entitled to one membership regardless of the number of Qualified Products such Member owns or upon which such Member holds a reservation. Each paid Member shall have one vote on each and every matter submitted to a vote of the Members. For purposes of these Bylaws: “Qualified Product” shall mean any major product in Tesla’s lineup, and “Good Standing” shall mean that they comply with the club’s Code of Conduct and ensure that all dues are paid.

Membership Process. Membership will be granted to any applicant whose completed application has been reviewed and approved by the Officer or other person designated for that purpose by the Board of Directors, provided that such person shall not have been previously expelled as a Member for any reason other than nonpayment of Dues, and provided that prior to any Member becoming a Paid Member, such person shall have paid Dues. The Club shall not discriminate against any person on the basis of race, color, gender, religion, or sexual orientation.

Dues. All Paid Members shall pay annual dues in such amounts as may be established by the Board (“Dues”). Refunds of Dues may only be provided by application of a resigning Member if the Club President and Vice President deem necessary and appropriate.

Termination, Suspension, and Renewal.

A. Any Member may resign by letter/email addressed to the Club. The resignation shall be effective upon receipt of the letter/email. There will be no refund of Dues to any Member who resigns.

B. The Membership term is twelve (12) months from the day in which Dues are received. Membership shall automatically lapse for non-payment of Dues.

C. Membership subject to termination when a Member is no longer the owner of any Qualified Product.

D. The Board of Directors may suspend a Member at any time for infraction of our Code of Conduct, Bylaws, or any other cause if the Board of Directors deems the action in the best interests of the Club, provided that the Board of Directors will afford the Member a reasonable opportunity to be heard by it or by a committee appointed by it, in person or through a representative, prior to taking any action, unless it deems it imperative to suspend the Member before a hearing can be held. The Board of Directors shall immediately notify a Member who has been suspended, in writing, of the suspension. The suspended Member shall then be entitled to a reasonable opportunity to be heard, in person or through a representative, by the Board of Directors or a committee appointed by it. The Board of Directors may thereafter continue for a definite term, terminate, or rescind the suspension, or expel the Member, and its decision shall be final. In addition, if the Board of Directors is the original suspending body, and a hearing is held prior to any action, then the Board of Directors may suspend for a definite term or expel the Member without affording a second opportunity to be heard.

ARTICLE 6 – BOARD OF DIRECTORS

The Corporation/Organization shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of . The Board shall establish policies and directives governing business and programs of the Corporation/Organization and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 7 members, but no fewer than 5 Board members. The number of Board members may be increased beyond 5 members by the affirmative vote of a simple majority of the then-serving Board of Directors. A Board member must be a resident of the State of NY.

In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including voting power, as the other directors.

Board Compensation

The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to "Contracts Involving Board Members and/or Officers" as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving compensation for services rendered. Board Members shall be Bonded.

Board Elections

The Governance Committee, if created, shall present nominations for new and renewing Board members annual meeting in May . Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by simple majority of those Board members at a Board meeting at which a quorum is present. If no Governance Committee is created, then this duty shall fall upon another committee created for that purpose or upon the Board of Directors.

Term of Board

All appointments to the Board shall be for a term of three years.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions: The death, resignation, or removal of any director;

The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed 3 consecutive meetings of the Board of Directors.

The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice to the President, the president of Corporation/Organization, the secretary of Corporation/Organization, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective.

Any vacancy on the Board may be filled by simple majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation

Each Board member shall have the right to resign at any time upon written notice thereof to the President, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a two-thirds majority of then-serving Board members.

Regular Board Meetings

The Board's regular meetings may be held at such time and place as shall be determined by the Board. The President or any 3 regular Board members may call a special meeting of the Board with 10 days' written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board.

General Membership Meeting

At least one general membership meeting shall be held annually on the first Wednesday of May @ 7p.m. Meetings may be held in person or electronically. Notices of meeting will be posted on the website and emailed to all paid members in good standing at least 30 days prior to the meeting. A quorum is defined as 5% of the paid membership for the general annual meeting.

Minutes

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the President shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within 7 business days after the close of each Board meeting. All general membership meetings of the minutes shall be available to the public on the website.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. The number of directors in office must constitute a quorum for an action taken by written consent. Such consent shall be placed in the minute book of the Corporation/Organization and shall have the same force and effect as a vote of the Board taken at an actual meeting. The Board members' written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic "consent click" acknowledgments shall be effective as original signatures.

Quorum

At each meeting of the Board of Directors or Board Committees, the presence of 3 persons shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the President shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

Voting

Each Board member shall have only one vote.

Board Member Attendance

An elected Board Member who is absent from 3 consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the President his/her commitment to the Corporation/Organization. The Board may deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the Chair, to have resigned from the Board.

ARTICLE 7 – OFFICERS

Officers and Duties

The Board shall elect officers of the Corporation/Organization In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the President, President, and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the Corporation/Organization under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance with the herein prescribed Bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.

President

It shall be the responsibility of the President, when present, to preside over all meetings of the Board of Directors and Executive Committee. The President is authorized to execute, in the name of the Corporation/Organization, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation/Organization, except when required by law that the President's signature must be provided.

Vice President.

The Vice President of the Club shall be the Club’s chief financial officer and shall perform the duties of such office established by the Board of Directors. In the absence of the President, or in the event of the President's death, inability, or refusal to act, a Vice President may be designated to perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Secretary.

The Secretary or designated assistant shall attend and keep minutes of all meetings of the Members and Board of Directors. The Secretary shall issue notice of all meetings in accordance with these Bylaws. The Secretary should be Chair of the Communications and Public Relations Committee or appoint a Chair for the committee.

Treasurer.

The Treasurer shall have care of all assets and liabilities of the Club, subject to the direction of the Board of Directors. Treasurer shall be Bonded and Insured. Financial report presented at each Board and at Annual Meeting. Treasurer must ensure timely filing of the 990 form and submit it to IRS along with making it available on the website for public access. The Treasurer shall be Chair of the Financial Committee or appoint a Chair for the committee.

Trustee. Up to 3 of these members AT Large may be added to the Board as the Board sees fit and shall vote on all Board business and assume all the rights, privileges and requirements of an installed officer.

ARTICLE 8 – COMMITTEES

Committees

The Board of Directors may, from time to time, and by resolution adopted by a majority of the directors then in office provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these Bylaws. Each such committee shall consist of at least , and may also include persons who are not on the Board but are paid members in good standing whom the directors believe to be reliable and competent to serve at the specific committee. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:

a) Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the Board if this were a membership vote.

b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board.

c) Amend or repeal the Articles of Incorporation or Bylaws or adopt new bylaws.

d) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.

e) Appoint any other committees of the Board of Directors or their members.

f) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than in the usual and regular course of its business; or revoke any such plan.

g) Approve any self-dealing transaction, except as provided pursuant toLaw.

h) Unless otherwise authorized by the Board of Directors, no committee shall bind the Corporation/Organization in a contract or agreement or expend Corporation/Organization funds.

Finance Committee

The Finance Committee, if created, shall be responsible for making sure the Company/Organization's financial reports are accurate. It shall also oversee the budget and perform other duties like establishing reserve funds, lines of credit and investments. The Finance Committee will perform an audit of the books annually and may do so in concert with the preparer of the 990 and make those reports available on the website for public view.

Legislative Committee

The Legislative Committee, if created, shall be responsible for educating and sharing information with our elected officials in matters aligned with our mission statement. They shall be establishing, maintaining and enhancing our relationships with elected officials.

Communications and Public Relations Committee

If created, a Communications Committee shall handle all matters that relate to communicating with donors and others. This Committee shall also oversee all newsletters, official communications, social media platforms, online presence and contacts with the media. This committee also manages the website directly or oversees someone who does.

Fundraising Committee

The Board, at its sole discretion, may create a Fundraising Committee which shall ensure and contribute well-planned fundraising initiatives for the Company/Organization. In addition this Committee shall identify potential sources of funds, take an active role in enhancing the Board's awareness of fundraising opportunities, explore opportunities for enhanced public relations and fundraising, and provide an annual review of the performance of the Organization's fundraising plan.

ARTICLE 9 - STANDARD OF CARE

Loans

The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer provided, however, that the Corporation/Organization may advance money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Conflict of Interest

The purpose of the Conflict of Interest policy is to protect the Corporation/Organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities.

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.

b) The President shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person's explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Acknowledgement of Conflict of Interest Policy

Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:

a) Has received a copy of the conflict of interest policy; b) Has read and understands the policy;
c) Has agreed to comply with the policy; and

d) Understands that the Corporation/Organization is charitable, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Indemnification

To the fullest extent permitted by law, the Corporation/Organization shall indemnify its "agents," as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any action by or in the right of the Corporation/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" shall be advanced by the Corporation/Organization of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Corporation/Organization for those expenses.

The Corporation/Organization shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation/Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 10 – EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate Instruments

The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Corporation/Organization.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Corporation/Organization, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed, signed, and/or endorsed by the President, Treasurer, Secretary.

All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in special accounts of the Corporation/Organization, shall be signed by such person or persons as the Board of Directors shall authorize to do so; however any expenditures over $500 will require two authorized signatures.

Loans and Contracts

No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.

Maintenance and Inspection of Articles and Bylaws

The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Corporation/Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, electronic or printed form. Upon leaving office, each officer, employee, or agent of the Corporation/Organization shall turn over to his or her successor or the President or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Corporation/Organization as have been in the custody of such officer, employee, or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation/Organization and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements

The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. The Corporation/Organization shall make these financial statements available to the Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.

Reports

The Treasurer shall ensure an annual financial report is sent to all directors within 30 days after the end of the fiscal year of the Corporation/Organization, which shall contain the following information:

a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year. b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c) The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the fiscal year.

d) The information required by the Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000.00 or indemnifications involving more than $10,000.00 which took place during the fiscal year.

The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Corporation/Organization that such statements were prepared without audit from the books and records of the Corporation/Organization.

ARTICLE 11 – FISCAL YEAR

The fiscal year for this Corporation/Organization shall end on December 31.

ARTICLE 12 – AMENDMENTS AND REVISIONS

These Bylaws may be adopted, amended, or repealed by a simple majority of the directors then in office. Setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these Bylaws, any member will have 30 days to review and bring up any questions about the proposed bylaw. The Board of Directors will have 30 days to answer any questions about the proposed bylaw change(s). Once 60 days have passed the bylaws will be voted on by the paid membership with a simple majority.

ARTICLE 13 – CORPORATE/ORGANIZATION SEAL

The Board of Directors may adopt, use, and alter a corporate/organization seal. The seal shall be kept at the principal office of the Corporation/Organization. Failure to affix the seal to any corporate/organization instrument, however, shall not affect the validity of that instrument.

ARTICLE 14 – CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a Corporation/Organization as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, Debra Handel, certify that I am the current elected and acting Secretary of the Corporation/Organization, and the above Bylaws are the bylaws of this Corporation/Organization as adopted by the Board of Directors on October 31, 2022, and that they have not been amended or modified since the date above.

EXECUTED on this _____ day of _______________________________, in the County of in the State of .

__________________________________ (Duly Elected Secretary)

COPYRIGHT © 2020 TOCNYS. ALL RIGHTS RESERVED.

TESLA OWNERS CLUB NEW YORK STATE IS AN INDEPENDENT ENTHUSIAST ORGANIZATION AND IS NOT AFFILIATED WITH TESLA MOTORS, INC. OR ITS SUBSIDIARIES, TESLA, MODEL S, MODEL X, MODEL 3, POWERWALL AND THE "TESLA", "T" AND "TESLA AND T FLAG" DESIGNS, AND CERTAIN OTHER MARKS, ARE TRADEMARKS OR REGISTERED TRADEMARKS OF TESLA MOTORS INC. IN THE UNITED STATES AND OTHER COUNTIES. READ OUR PRIVACY POLICY.

Email: info@tocnys.org

Address:
1260 Lyell Ave
Rochester, NY 14606

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