1. PURPOSE OF ORGANIZATION:
A. Enhance the ownership experience of driving, altering and modifying Cadillac V-Series performance vehicles.
B. To encourage family and friend participation in said club through social networking.
C. To promote friendship, support organization functions held by such club, as well as others who have such interest.
D. To support selected charitable non-profit organizations through fund raising, membership fees collected and other individual donations on an annual basis.
E. To operate as a 100% non-profit volunteer organization with no full time or part time paid employees whereby all membership and sponsorship fees are applied towards operational expenses and support of our members and sponsors.
2. OFFICERS AND DIRECTORS:
A. All officers and directors shall be elected by a majority of the Board of Directors present at any annual meeting or special meeting called for that purpose.
B. The club will consist of three (3) Officers.
C. The officers are: President, Vice President Secretary/Treasurer & a Representative from the Title Platinum Cadillac Dealership;
The number of Directors shall be limited to the 3 Officers: President, Vice President Secretary/Treasurer and one "at large" representative from the title sponsoring Platinum level Cadillac dealership group. These Directors shall be voting members and serve on the Board of Directors. From the list of local Chapter Directors, on an annual basis one Chapter Director from each Region shall be elected to serve as voting members of the Board of Directors for a one year term and represent all other local Chapters within their Region.
3. OFFICERS & DIRECTORS' RESPONSIBILITY:
A. PRESIDENT: The President is an Officer and Shareholder and will preside over all meetings called for and will serve as an ambassador to any functions or activities held by the club or any other club he or she is asked to attend. He or she is in charge of creating, communicating and implementing the organization’s vision, mission and overall direction. He or she is in charge of leading, guiding, directing and evaluating all other officers and directors and ensuring they are carrying out the operations of the V-Club. He or she meets regularly with other officers or directors of the V-Club to make sure that the decisions the organization needs to make are prescient and strategic. He or she confirms that all officers and directors are executing the V-Club's philosophies and guidelines. He or she oversees all the financials aspects of the company and maintains awareness of both external and internal opportunities for expansion and growth of the organization.
B. VICE PRESIDENT SECRETARY/TREASURER: The Vice President & Secretary/Treasurer is an Officer and Shareholder. In the role of Treasurer, will be responsible for all monies received and disbursed by the club. He or she must keep a complete account of all such matters by a ledger, and when called upon, present such matters to the club, and for the yearly audit which will be conducted yearly, and for the incoming Treasurer, prior to assuming the office. The audit committee will consist of the outgoing Treasurer, the incoming Treasurer, and an audit committee consisting of two (2) members appointed from the club by the President. In the role of Secretary, will be responsible for the minutes for all meetings called for, for roll call, and handling all correspondence brought forth by the club and its members. The Secretary may at his or her discretion, designate any member to keep the minutes for any meeting.
C. DIRECTOR MARKETING/SOCIAL MEDIA: The Director of Marketing and Social Media focuses on building membership by recruiting prospective members and sponsors, manages the online presence of the Cadillac V-Club online and serves as the single point of contact for all media communications, promotional and marketing activities. Builds and manages the V-Club's social media profiles and presence, including Facebook, Twitter, Instagram, LinkedIn and additional channels such as online forums that may be deemed relevant. This position reports directly to the President and is a voting member of the Board of Directors.
D. REGIONAL DIRECTOR: Regional Directors are appointed when the number of local chapters within a Region includes 10 or more chapters. The Role of the Regional Director is to provide direct support and direction to Chapter Directors within the assigned region. A Regional Director will be assigned to cover more than one region, i.e. Western USA (Pacific Northwest and Pacific Southwest regions), Central USA (North Central and South Central regions) and Eastern USA (Atlantic Northeast and Atlantic Southeast regions). The Regional Director will collaborate with the Director of Marketing and Social Media and assume a lead role to serve as the point of contact during the recruitment process. Regional Directors report directly to the President and will serve as "At Large" members of the Board of Directors and may attend all board meetings.
E. CHAPTER DIRECTOR: Chapters are launched when there are a minimum of 10 active members located within a maximum 150 mile radius. There will be one Director elected per Chapter who will preside over all local meetings. He or she will act as ambassador and primary point-of-contact to all local events and activities. He or she will plan and manage all assigned local Chapter events and activities within the assigned Region and report to the President or Regional Director (if one has been assigned to the Region). He or she will assist in the areas of building membership and help promote and maintain interest for and by the members of the V-Club. Chapter Directors are directly responsible for local member and sponsor recruitment and satisfaction. Chapter Directors are not voting members of the Board of Directors unless the Chapter Director has been appointed to represent the region in which they reside. Chapter Directors agree to serve for minimum of 1 two year term and may continue to serve a maximum of 2 successive two year terms. If no member has submitted an application to serve in the local chapter leadership position, the Chapter Director may continue to serve until a replacement is nominated and approved by the Board of Directors.
F. ADVISORY COUNCIL: Members of the Advisory Council are a group of individuals that effectively supplement the board's skills and abilities to help guide the Cadillac V-Club toward its stated mission. The primary role of the Advisory Council is to provide the board with key information and to make recommendations to them on certain matters. Advisory Council members are not required to own a Cadillac V-Series vehicle and shall remain active members of the Cadillac V-Club. The President appoints and removes Advisory Council members. These members will serve for an indefinite term of service. Advisory Council members will serve as "At Large" non-voting members of the Board of Directors and may attend all board meetings.
G. BOARD OF DIRECTORS: The Directors will be responsible for all voting matters prior to vote by club members and will represent the interest of the regional and local Chapter membership. The Directors will consist of the above mentioned Officers and members at large as nominated by the Board and approved by the V-Club officers. Members elected to serve on the Board of Directors may do so for a maximum of 3 consecutive 4 year terms excluding Officers who may serve indefinitely. A Director may be removed, without cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum. In addition, any member of the Board of Directors may be removed for a substantial cause by the majority vote of the Board present at any meeting at which there is a quorum.
4. HOLDING OFFICE:
A. Anyone who has a desire to hold a leadership position or role in the V-Club may do so by submitting a request for nomination to a Board Member or Officer. During the annual Board Meeting, the sponsoring Board Member or Officer will present all nominations to the Board of Directors who will cast a vote on the request. All candidates must have been a member of the club for a minimum of two years prior to holding any office unless a special exception is granted by the Board. If a member is unable to complete his/her term of office for any reason, a member may be appointed to fill the remainder of the term of office by the Board of Officers, called in a special meeting.
B. Offices (positions or roles) must be held for a minimum of two (2) years and may seek and accept renewal terms indefinitely or until their successors are elected and qualified.
C. Directors or office holders who fail to perform their duties, responsibilities or do not comply with the terms and conditions of the By-Laws may be removed from their position at any point during their term. Removal must be approved by a majority vote of the Board of Directors two of which must be Officers of the V-Club.
5. ORGANIZATIONAL STRUCTURE:
A. The V-Club is a 100% volunteer, non-profit organization and no full time employees or salaries are paid to any officer or director of the V-Club. All revenue from membership fees and sponsorship fees is allocated towards operational and sanctioned event expenses and/or charities supported by the V-Club.
B. The V-Club is segmented into national "Regions" and local "Chapters" within those regions. In order for a local Chapter to be "chartered" by the V-Club a request must be submitted to the Club Administrator of the V-Club which will then be reviewed by the Board of Directors. In order to be "approved" the local Chapter request must include:
(a) A V-Series owner named as Chapter Director
(b) V-Series Chapter Director who is nominated to represent a region on the board must have been a V-Club member for a minimum of 1 year unless a waiver is granted by an Officer of the V-Club and approved by the Board of Directors.
(c) A minimum of 10 V-Series owners who reside within a 150 mile radius of the proposed local Chapter
(d) A recommended local Cadillac dealership sponsor for sales and service referrals (local Cadillac dealer sponsor requirement may be waived by Board of Directors if no authorized dealership exists or declines sponsorship of the V-Club)
A. Any person or persons and family, 18 years or older, will be eligible for membership to said club.
B. Application of such person or persons must be reviewed and approved by a minimum of one Club Officer.
C. Applicants must own a Cadillac "V" series vehicle. If not, he or she must have a vehicle within 30 days of application or forfeit membership. If a member sells his or her V Series vehicle, membership in Club will be forfeited unless a replacement V Series vehicle is purchased within 30 days.
D. If a member sells their "V" series vehicle and wishes to remain as a club member, he or she may do so by converting their membership to one of the available Sponsor levels as long as he or she owns a business.
E. Membership consists of Member only and all votes are cast by the Board of Directors. Members are encouraged to communicate with Board Members to provide input and recommendations related to the operations of the Cadillac V-Club.
F. Prospective members are encouraged, but not required to attend at least one club event prior to submitting their application. If accepted for membership, the prospective member will be immediately considered a member of the club upon receipt of their membership fee by the V-Club. If an application is rejected, the prospective member will be notified at that time, or by written notice by the club administrator and any annual dues received with the application will be returned to the prospective member.
G. Prior to being considered for membership, the prospective member will fill out and submit an online application for membership. Membership term will run from the date of approval for a period of 1 year and is not automatically renewable. Member will be informed via email 30 days prior to their membership expiration date and will have the option to renew as a Single or upgrade to a Family Membership. Optionally, local Chapter members may downgrade to a Regional Membership if they do not plan to attend local Chapter meet 'n greet events where a meal is provided at no cost to the members.
H. A prospective member will not receive any benefits, official V-Club apparel or a membership id Card until payment of their membership fee.
I. Any club member who leaves the club, for any reason, may continue to wear club apparel purchased if he or she desires to do so. However, they must destroy their membership ID card and will no longer receive any discounts from V-Club sponsors or special invitations to official GM/Cadillac events.
J. The member will be assigned to a region based on their physical location. If a local V-Club Chapter exists within 200 miles of their location, at the time he or she submits an application, the prospective member may elect to join the local V-Club Chapter. By doing so the member will be assigned to two "classification groups", i.e. Region and a local Chapter but their membership "level" and associated annual dues will be at the Chapter level.
7. MEMBERSHIP TYPE VEHICLES:
A. The following type vehicles will be recognized and allowed for membership:
- Cadillac CT6-V
- Cadillac CT5-V Blackwing
- Cadillac CT4-V Blackwing
- Cadillac CT5-V
- Cadillac CT4-V
- Cadillac CTS-V
- Cadillac STS-V
- Cadillac XLR-V
- Cadillac ATS-V
- Cadillac XTS-V
- Cadillac CTS-V Sport
- Cadillac XTS-V Sport
B. Vehicles should be well maintained and in good condition when attending V-Club sanctioned, official events.
C. Vehicles may be altered, built, or modified for competition; or they may be stock, non-altered daily drivers.
8. MEMBERSHIP RESPONSIBILITY AND CODE OF CONDUCT:
A. As a member of such club, you will be expected to promote and to take part in a good share of club meetings, activities, and functions brought forth.
B. As a member of such club, you are required to always represent yourself in a professional manner, treat your fellow club members with respect and courtesy and avoid any threats, verbal abuse or negative postings in emails or on public social media sites or forums.
C. When in attendance at official Club events, represent our organization in a manner of respect to represent Cadillac, our sponsors and club members. All members of the Club including members of the leadership team must treat fellow members, guests, staff of venues and other patrons (where a social club function is being held) fairly, equally and with respect and courtesy. At no time will drugs or excessive drinking of an alcoholic beverage at any official Club event or activity be tolerated. The use of profanity or any language deemed to be disrespectful will result in immediate termination of membership.
D. Members must operate vehicles in such a manner that it will not cause embarrassment to said club, its officers, members and sponsors. No illegal activity will be condoned at any time. If such a case arises, the offending member will be permanently removed from the club and membership fee forfeited.
E. All club members who drive while involved in club functions or are traveling with said club going to or from a club function, shall abide by the laws of the State in which they reside or are traveling in when representing the club.
9. MEMBERSHIP CANCELLATION OR REVOCATION:
A. All members have the option to cancel their membership after the first ten (10) days of membership activation or renewal and receive a partial refund of their membership fee less any expenses incurred by the V-Club for costs incurred due to shipment of apparel, membership id card. The amount refunded will also be based on the number of months remaining in the membership term. A written request via postal mail or email must be sent to an Officer or Director of the Club requesting cancellation. The membership fee will be refunded via credit card or check within ten (10) business days from the date of cancellation request notification acknowledged by the Club Administrator.
B. At any time during a membership term should the Board of Directors be informed of a member who has not complied with the terms and conditions of membership as stated in the published By-Laws, their V-Club membership will be immediately revoked. This revocation policy applies to any member regardless of their position or role within the V-Club. The member will receive a partial refund of their membership fee less any expenses incurred by the V-Club for costs incurred due to shipment of apparel and membership id card. The amount refunded will also be based on the number of months remaining in the membership term. A written request via postal mail or email must be sent to the member from the President after convening a Board of Directors meeting and its decision for revocation approval. The membership fee will be refunded via credit card or check within ten (10) business days.
10. DUES AND MEMBERSHIP LEVELS:
A. Membership dues will be paid annually and are not automatically renewable (no recurring billing will occur). Members will be notified automatically via email which includes an invoice 30 days prior to the expiration of their membership and will receive reminder emails 10 days and on the day of renewal. Members may at anytime request an upgrade or downgrade the level of their membership level. If members initially join as a Regional Member, once a Local Chapter is chartered a request to join the Local Chapter can be submitted by Member. Membership level will be upgraded and upon their next renewal date, membership dues will automatically increase.
B. CHAPTER SINGLE Membership dues are $150.00 per vehicle owner, based on a 12 month membership. Single Membership entitles the member to attend all V-Club sponsored events and and cost of any meal provided is covered for the member only. Members may invite a family member or other non-family members as "guests" to attend an event. Guest fees for meals must be paid in advance at the time of RSVP registration.
C. CHAPTER FAMILY Membership dues are $250.00 per family and may include up to two different V-Series vehicles. Family memberships include spouses and children who are welcome to attend V-Club sponsored events and the cost of any meal provided is covered for each immediate family member. Guests that are non-family members may be invited to attend an event and guest fees must be paid in advance at the time of RSVP registration.
D. REGIONAL SINGLE Membership dues are $100.00 per vehicle owner, based on a 12 month membership. Regional Single Membership is open to members where there is no local V-Club Chapter within a 100 mile radius. Membership entitles the member to attend all V-Club sponsored events although the cost of meals is not included unless specifically noted in the event announcement.
E. REGIONAL FAMILY Membership dues are $150.00 per family and may include up to two different V-Series vehicles based on a 12 month membership. Family membership include spouses and children who are welcome to attend V-Club sponsored events although the cost of meals is not included unless specifically noted in the event announcement. Regional Family Membership is open to members where there is no local V-Club Chapter within a 100 mile radius.
F. Platinum Sponsor Membership dues are $750 per Cadillac dealership, based on a 12 month membership and each Platinum Sponsor is allocated 5 V-Club member accounts. The Platinum Sponsor must name a Membership Administrator who will distribute V-Club member accounts. These member accounts may be distributed only to employees of the sponsoring business or an immediate family member. There will be one Platinum Cadillac Dealership Sponsor designated as the “title” Sponsor and all other Cadillac dealerships will be Co-Title Sponsors. All Platinum Sponsors will also have their logos displayed on the V-Club Sponsorship page and in the footer of all other pages on the website.
G. Gold Sponsor Membership dues are $500 per year, based on a 12 month membership and each Gold Sponsor is allocated 4 V-Club member accounts. The Gold Sponsor must name a Membership Administrator who will distribute V-Club member accounts. These member accounts may be distributed only to employees of the sponsoring business or an immediate family member. All Gold Sponsors will have their logos displayed on the V-Club Sponsorship page.
H. Silver Sponsor Membership dues are $300 per year, based on a 12 month membership and each Silver Sponsor is allocated 2 V-Club member accounts. The Silver Sponsor must name a Membership Administrator who will distribute V-Club member accounts. These member accounts may be distributed only to employees or a family member of the sponsoring business or an immediate family member. All Silver Sponsors will have their logos displayed on the V-Club Sponsorship page.
I. There will be a 30 day grace period for current members paying the next fiscal year's dues (renewal of membership), if needed by a member. If the dues are not paid within the 30 day probationary period, the member's account will be dropped from membership and archived.
J. For prospective members, membership fee must accompany the application for membership to the club in order to be approved for membership. If there are no fees paid within 10 days of application submission, the application will automatically be cancelled. If for some reason a application is rejected, any payment shall be refunded in full within 5 days.
A. The annual meeting of the Board Members, shall be held on the third Tuesday in January following the close of the fiscal year. All members are welcome to attend this annual meeting which will be conducted via web conference. Any member who wishes to attend the annual board meeting must send an email to the Club Administrator a minimum of one week prior to the scheduled date requesting an invitation.
- A special meeting of the Board Members may be called at any time upon seven days notice sent via email to the Board Members, at the direction of the President, or the Board of Directors, or upon request of a minimum of 3 active members of the V-Club.
- A quorum shall consist of those Board Members present at any annual or regular or special meeting.
B. Meetings will be held in January and July unless circumstances for a date, prior or later, require a change.
C. Formal board meetings will be conducted at a minimum twice per year.
D. Meetings will be announced as to location and time via the V-Club at www.cadillacVclub.com in the members only section of the website, via email to Board Members and also via the Board Members GroupMe app.
E. If required, the Annual Meeting of Directors & Officers shall be held immediately following the close of the membership meeting.
- A special meeting of the Board of Directors may be called at any time upon seven days written notice at the direction of the President or any three voting Directors.
- A quorum shall consist of a majority of the Directors and Officers then in office.
A. Voting on all issues at club meetings will be by majority vote.
13. OTHER FUNCTIONS, POLICIES AND CODE OF CONDUCT:
A. If the club is asked to take part in other clubs' functions, we will try to have at least one representative from our organization attend.
B. The Club shall designate a minimum of one non-profit charity to support and donations will be made to the charity annually or as required per charitable fundraising event. Additional non-profit organizations may be supported throughout each year as agreed to by the Board of Directors.
C. When the Club sanctions an activity as an official Cadillac V-Club event and a meal is provided compliments of the Club, no alcoholic beverage may be ordered by a member or prospective member unless the cost of the alcoholic beverage is paid separately by the person ordering the alcohol. The Club will pay only for the cost of the meal, a non-alcoholic beverage, tax and gratuity.
A. A Cadillac V-Club Corporate "title" Platinum level sponsorship is limited to one Cadillac dealer group which is voted on annually by the Board of Directors at the Cadillac V-Club annual meeting. Additional Cadillac dealers may apply for sponsorship as co-Platinum level sponsors. All Cadillac dealers applications will be reviewed and must be approved by the Board of Directors which includes 1 "at large" representative from Cadillac Headquarters and the V-Club current title sponsor.
B. Cadillac dealer group Platinum sponsors must commit annually to:
- Annual - Cover the cost of a designated venue/meal where a holiday banquet event will be conducted for all Cadillac V-Club members in attendance. Non-Family Member guests are required to pay a guest fee.
- Annual - host a V-Series Car Corral and technology review at dealership for Local Chapter members
- Annual - Co-Sponsor a private track day at a drag racing, land speed or close circuit road racing venue
C. Additional "non Cadillac dealership group" sponsorships are available. Businesses such as Performance Shops, Accessory Vendors or any business interested in supporting the V-Club may submit an online application for consideration. Each Gold or Silver Sponsorship will receive Cadillac V-Club memberships to be distributed to employees or associates of their organization.
D. Members who purchase a Single or Family Membership also have the option to sponsor the V-Club at a $100 discount off our normal sponsorship fees. The V-Club is proud to promote "business networking" among it's members. All sponsorship fees are for one year and are renewable annually.
15. TRACK EVENTS:
A. Assumption of Risk. I UNDERSTAND that my presence on the premises of any track at an event scheduled by the Texas V-Club can expose me to dangers both from known risk and unanticipated risk. Acknowledging that such risks exist, I assume these risks including the risk of negligent conduct. I recognize that negligent conduct can cause property damage and personal injury including serious injury or death. I also recognize that my injuries and/or damages may be caused, increased, or com-pounded by negligent rescue operation or procedures.
B. Release, Covenant and Waiver. I hereby release, waive, discharge and covenant not to sue the Corporation (V-Club Inc) or any of the Corporation Sponsors and/or Event Participants, and their officers, directors, members, owners, successors, assigns, representatives, agents, employees, and affiliates (collectively, “Released Parties”) from any and all claims or liability arising out of injury or property damage suffered while on the premises of the track, including, but not limited to, any claim arising out of any condition on the premises of the track or the conduct of any person in connection with the preparation for, supervision of, or conduct of any practice, qualification, race, or race-related activity. I am specifically releasing the Released Parties, individually and collectively, for their negligence in any form. In signing this release, I FULLY RECOGNIZE THAT IF I AM HURT, HAVE A LOSS AS A RESULT OF AN INJURY AND/OR PROPERTY IS DAMAGED WHILE ON THE PREMISES OF THE TRACK, I WILL HAVE NO RIGHT TO MAKE A CLAIM OR FILE A LAWSUIT AGAINST THE RELEASED PARTIES EVEN IF THEY OR ANY OF THEM CAUSED MY INJURY OR DAMAGE BY THEIR NEGLIGENCE. The term “Event Participants” shall include any person or entity along with their officers, directors, members, owners, successors, assigns, representatives, agents, employees, and affiliates that are in any way associated or connected with the race track facility or race event including but not limited to track owners, race promoters, racing associations, sanctioning and/or governing organizations, officials, track workers, volunteers, entrants, car owners, drivers, pit crew members, safety crew members, medical personnel, sponsors, manufacturers, suppliers, designers, advertisers, inspectors, construction contractors, engineers, architects, insurers, and all persons in a restricted area.
C. Non-Transferability. I AGREE that any privileges extended to me when attending V-Club scheduled events WILL NOT BE TRANSFERRED TO ANOTHER AND CAN BE REVOKED at any time and for any reason which the Corporation determines in its sole discretion to be desirable, including, but not limited to, improper attire, misconduct, or misuse of any privilege granted to me.
A. Actions in the Best Interest of the Corporation. The Corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee volunteer, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, volunteer or agent of another foundation, corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, will not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
B. Determination of Indemnification. Any indemnification under Section a. of this article, (unless ordered by a court) will be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section a. of this article and on an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination will be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding; (ii) if such quorum is not obtainable, by a majority vote of a committee duly designated by the Board (in which designation all Board members may participate) and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action; or (iii) by independent legal counsel, in a written opinion, selected by the Board or its committee in the manner described in the foregoing clauses (i) or (ii) or, if a quorum under clause (i) cannot be obtained and a committee under clause (ii) cannot be designated, by the Board (in which action all Board members may participate). Notwithstanding the failure or refusal of the directors or counsel to make provision for indemnification, the indemnification will be made if a court of competent jurisdiction has made a determination that the director, officer, employee or agent has a right to indemnification under this agreement in any specific case on the application of the director, officer, employer or agent.
C. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections a. of this Article may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case on: (i) receipt of a written affirmation from the person seeking advancement of expenses of his or her good faith belief that he or she has met the standard of conduct set forth in Section a. and b. of this Article; (ii) receipt of an undertaking by or on behalf of the person to repay amounts advanced if it is ultimately determined that he or she did not meet such standard of conduct; and (iii) a determination that the facts then known to those making the determination would not preclude indemnification. This determination will be made in the manner specified in Section b. of this article.
D. Insurance. The V-Club Inc Corporation has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foundation, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her or the Corporation and incurred by him or her or the Corporation in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to implement the provisions of this Article.
A. At no time will any member's contact information be shared with any "non-member" of the V-Club. Membership profile data such as phone numbers and email addresses will be available via the online membership directory which is accessible to members only.
B. No member or corporate sponsor of the V-Club may send solicitation emails to promote products or services to the V-Club membership without advance approval of at least two Officers of the V-Club. If approved, any promotional email must be distributed via the V-Club Newsflash application which allows members to "opt out" from receiving future emails from the V-Club. Under no conditions to will the V-Club allow our members to receive "spam or junk email".
C. Any member or corporate sponsor failing to comply with the V-Club privacy rules will be subject to immediate cancellation of their V-Club membership account.
18. Logos, Emblems & Badges:
A. The Cadillac V-Club logos and imagery published on CadillacVClub.com are the property of General Motors and Cadillac and may not be reproduced or copied for any purposes by any member, corporate sponsor or any other third party without explicit written approval.
19. CHANGES OF THE BY-LAWS:
A. By-Laws may only be changed by an Officer or at the annual meeting or at any special board meeting called and noticed for that purpose.