ECRC’s Inaugural Board of Directors & 501(c)(7) Transition

Download a digital copy of the bylaws via Google Docs.

ARTICLE 1

NAME AND PURPOSE

Section 1. Name and Nature of Corporation. Emerald City Rivian Club. (hereinafter referred to as ECRC or the club) is a nonprofit corporation formed under the State of Washington Statute RCW 24.03.025, which is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(7) of the Internal Revenue Code and the regulations issued thereunder.

Section 2. Primary Purposes. ECRC is a social club organized for the purpose of promoting the safe use and enjoyment of Rivian and Rivian partner products, fostering information exchange and fellowship between its membership, and providing education regarding electric vehicles and sustainable energy related issues. The corporation is an independent club not affiliated with Rivian, LLC. Membership is open to any person(s) who owns or holds a reservation for a Rivian vehicle, or owns or holds a reservation for any vehicle containing Rivian, LLC or Rivian VW Group Technology, LLC software, or just wants to be part of the Rivian community and who agrees to comply with the club bylaws and code of conduct. It shall be operated exclusively for social, educational, and communicative purposes. The club is an independent club not affiliated with any of the aforementioned entities.

ARTICLE 2

OFFICES

Section 1. Registered Office. ECRC shall at all times maintain in the State of Washington a registered agent, whose business office shall be the registered office of ECRC.

Section 2. Other Offices. ECRC may also have such other offices within or without the State of Washington as the Board of Directors may, from time to time, designate, and as the business and affairs that ECRC may require.

ARTICLE 3

MEMBERSHIP AND DUES

Section 1. Eligibility. Membership in ECRC is open to any person who agrees to comply with the Bylaws and Code of Conduct and the direction of the Board of Directors, has paid the current dues (if any), and has no outstanding financial obligations to ECRC. Members must be a person who signs up via the member page on the club website. The minimum age limit is 18 years.

Section 2. Membership Classes, Privileges and Obligations. A membership entitles one member and their immediate family to participate in Club activities. Members may invite non-eligible guests (individuals who do not qualify for ECRC membership, i.e. non-Rivian owners) to Club events at their discretion. If an invited individual is eligible for ECRC membership, that person must become a member to attend. Members, their families, and any invited guests may attend all meetings, functions, and activities of the Club except those with capacity limits or those designated as Executive Sessions of the Board of Directors. Members are responsible for the conduct and actions of themselves, their family, and their guests at all Club activities.

Section 3. Dues. ECRC has no annual dues as of the formalization of these by-laws. Any annual dues added in the future shall be evaluated by the Board of Directors on a yearly basis considering the club's financial status and estimated requirements for the current year. Any changes in annual dues require a twelve (12) week notice period for existing members. The membership year shall be for a period of twelve (12) months from the date at which the membership is initiated and will not be prorated or refunded if upgraded, downgraded, cancelled, or revoked before membership expires.

Section 4. Censure and Expulsion. An individual’s or family’s membership can be revoked for cause by a majority vote of the Board of Directors for any offense deemed sufficient. The member must be notified in advance by the President and afforded an opportunity to refute any charges. Termination of membership does not entitle individuals to a refund of annual dues, but other financial settlements can be made based on cost to the club and approval of the Board of Directors.

ARTICLE 4

BOARD OF DIRECTORS

Section 1. General Powers. The Board of Directors shall have the general power to manage and control the affairs and property of ECRC and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors.

Section 2. Number and Term of Office. New officers and directors are appointed by The Board of Directors. To be eligible to serve as an officer or board member, the club member must be in good standing, have a permanent residence in Washington, own any vehicle containing Rivian, LLC or Rivian VW Group Technology, LLC software, and be over 25 years of age. The Board of Directors shall consist of no fewer than five (5) and no more than nine (9) members. A vote involving all members of the Board of Directors is required to expand or retract the size of the Board, with at least 60% approval needed to enact any changes.

Upon the club’s formal establishment:

• The President shall hold Board Seat #1 and serve an initial term of two (2) years.

• The Vice President shall hold Board Seat #2 and serve an initial term of one (1) year.

• The Treasurer shall hold Board Seat #3 and serve an initial term of two (2) years.

• The Secretary shall hold Board Seat #4 and serve an initial term of one (1) year.

All remaining board members shall be assigned seat numbers beginning with #5. Their initial terms shall be staggered as follows:

• Board members with odd-numbered seats shall serve an initial term of two (2) years.

• Board members with even-numbered seats shall serve an initial term of one (1) year.

After these initial terms, all board members shall serve standard terms of two (2) years, with an unlimited number of reappointments permitted.

Section 3. Election of the Board of Directors

1. Eligibility and Nominations: At the end of their term, all members of the Board of Directors are eligible for re-election or can be nominated for another position on the board. Additionally, any club member may nominate themselves for consideration. The President may also recommend current board members for reappointment.

2. Voting Process: The election of board members will be decided by a simple majority of the actual participants in the vote. This voting will not require a majority of the total club membership, but only of those who actively participate in the voting process. Voting shall be initiated within 48 hours following the Annual Board of Directors Meeting and will conclude within 72 hours of its commencement.

3. Handling of Ties: In the event of a tie in votes for any position, a runoff election will be conducted following the same voting procedures as the initial election. This runoff will include only the candidates who tied, and all club members will be eligible to participate in this subsequent vote.

4. Special Circumstances for Vacancies: Should a vacancy arise on the Board of Directors outside of the normal election cycle, a special election will be held following the same voting procedures as outlined above. This election will occur as needed, independent of the Annual Board of Directors Meeting.

Section 4. Officers. The Board of Directors may designate from among its members a President, Vice-President, Secretary, Treasurer and such other officers, as it may consider appropriate with such duties as it may prescribe.

Section 5. Vacancies. All directors or officers have the right to leave their role for any reason at any time. Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person and shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of their predecessor in office.

Section 6. Annual and Regular Meetings. The Board of Directors shall hold quarterly meetings, one of which will be designated as the annual meeting. The specific time and location for each meeting shall be set by resolution of the Board of Directors. All quarterly meetings are open to members in good standing, except for any executive-session portion the Board deems necessary to discuss confidential or sensitive matters.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the State of Washington, as the date, hour, and place for holding any special meeting of the Board called by them.

Section 8. Notice. Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by written notice delivered personally, by mail, or other means of electronic transmission to each Director at their address as shown in the records of the Club. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.

Section 9. Quorum and Proxies. A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Proxies are permitted if submitted in any written form, including but not limited to paper, text messages, emails, or through digital platforms such as Discord. Board members may attend meetings via teleconferencing, video conferencing, or any other electronic means deemed appropriate by the board. Such attendance will count as part of a quorum count.

Section 10. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 11. Compensation and Reimbursement: Directors and members shall not receive salaries, stipends, or any other forms of compensation for their services to the club. However, reimbursement for actual, documented expenses incurred directly in connection with club activities is permissible, subject to club approval. Such reimbursements must be strictly for expenses that are necessary for club operations and must not serve as a substitute for compensation. All reimbursement requests must be accompanied by receipts or other documentation and are subject to review and approval according to established club procedures. This policy ensures that club funds are used solely to support club activities and not for personal benefit.

Section 12. Conflicts of Interest. Conflicts of interest involving Directors, Officers, or committee members are permitted but must be transparently disclosed to the club. Such disclosure is required to ensure transparency and accountability in club operations. Disclosure does not necessarily preclude the club from conducting activities or events that benefit a Director, Officer, committee member, or their business interests, provided the event or activity aligns with the best interests of the club and its members. For example, if the club is hosting a social dinner and a member owns an appropriate restaurant, it is permissible—and encouraged—to hold the event at the member-owned establishment, provided the relationship is disclosed. The intent of this provision is to support member-owned businesses openly and ethically, ensuring transparency without unduly restricting the club’s ability to support its members.

Section 13. Informal Action. Any action may be taken without a meeting of the Directors if a consent, in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 14. Resignation; Removal. A Director may resign from the Board of Directors at any time by giving notice of their resignation in writing addressed to the President or Secretary of the club or by presenting their written resignation at an annual, regular, or special meeting of the Board of Directors. Regardless of term limits, any current board member{s) may request the removal of another, including the President for cause. The Board will review the facts and vote on the proposed removal. The removal would be based on a simple majority vote cast by the board. If there is an even number of board members in the event of a tie the President will have two votes.

Section 15. Review Clause. Any Member in good standing may petition the Club to hold a vote to affirm, revise, or dissolve the Club’s organizational structure, provided the petition includes a concise written statement of the reason for the review and is seconded in writing by at least one other Member in good standing. No such vote may be initiated more than once in any twelve-month period, and upon receipt of a valid petition the Secretary shall schedule and conduct the vote within thirty (30) days; a two-thirds (2/3) majority of participating Members is required to enact any structural revision or dissolution.

ARTICLE 5

REGULAR COMMITTEES/CHAPTER LEADS

Section 1. Purposes. The Board of Directors may establish such regular committees and appoint Chapter Leads to assist it in the performance of its duties, as it considers appropriate.

Section 2. Number, Election, and Term of Office. To be eligible to serve as a Committee member, the club member must be in good standing, have a permanent residence in Washington, and own any vehicle containing Rivian, LLC or Rivian VW Group Technology, LLC software. To be eligible to serve as a Chapter Lead, the club member must be in good standing, have a permanent residence in Washington, own any vehicle containing Rivian, LLC or Rivian VW Group Technology, LLC software, and be over 25 years of age. The Chairpersons as well as the number of members of each regular committee and Chapter Leads shall be selected and determined by the Board of Directors. Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors. Committee Chairpersons and Chapter Leads shall serve for a two (2) year term or until resignation or removal by the Board of Directors with or without cause. Committee Chairpersons and Chapter Leads may be reappointed after serving their two (2) years.

Section 3. Committee Officers. The Board of Directors may designate from among the members of each regular committee a Chairperson and Vice Chairperson of such committee, and such other officers as the Board of Directors may determine. The Chairperson, Vice Chairperson, and any other officers of each such committee shall have such duties as the Board of Directors prescribes.

Section 4. Chapter Leads. The Board of Directors may designate from among the members of each designated chapter region a Chapter Lead or Co-Chapter Lead. A Chapter Lead’s duties are to include but not limited to suggesting, planning, and hosting regional events in their designated chapter region, to help promote the club and recruit members in their designated chapter region in accordance with Participation Requirements of the Chapter Lead Agreement.

Section 5. Annual and Regular Meetings. The Board of Directors shall hold an annual meeting at such time and place as the Board of Directors shall by resolution prescribe. The Board of Directors may by resolution prescribe the time and place of such other regular meetings. Committee Chairpersons and Chapter Leads are required to attend no less than four (4) regular meetings determined by the Board of Directors during their designated Term of Office.

Section 6. Vacancies. Vacancies in the membership of any committee or Chapter Lead shall be filled by the Board of Directors until a new appointment can be determined.

Section 7. Resignation; Removal. A Committee Chairperson or a Chapter Lead may resign from their position at any time by giving notice of their resignation in writing addressed to the President or any Board Member of the club or by presenting their written resignation at an annual, regular, or special meeting of the Board of Directors. If or when a removal is proposed, the Board will review the facts and vote on the proposed removal. The removal would be based on a simple majority vote cast by the Board of Directors. If there is an even number of board members in the event of a tie, the President will have two votes. The Board of Directors reserves the right to remove a Committee Chairperson or Chapter Lead if the Committee Chairperson or Chapter Lead fails to remain in good standing, does not meet the Participation Requirements as stated in the Chapter Lead Agreement, or moves out of Washington State. If a Committee Chairperson or Chapter Lead fails to renew their membership in the club, they will be removed from their designated position and remain ineligible until they are back in good standing with the club. Once their membership is renewed, they may be eligible for reelection or reinstatement to their former position as determined by the Board, but are not guaranteed their position upon membership renewal.

Section 8. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

Section 9. Rules. Each Committee or Chapter Lead may not adopt rules for its own government without being submitted to the Board of Directors for review and approval by the Board of Directors.

Section 10. Powers. Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

ARTICLE 6

OFFICERS

Section 1. Officers. The Officers of the club shall be a President, Vice President, Secretary, Treasurer, and such other Officers as may be elected and appointed by the Board of Directors in accordance with the provisions of this Article.

Section 2. Election and Term of Office. The Officers of the club shall be elected by a majority vote of the members of the Board of Directors at the organizational meeting and at every annual meeting of the Board thereafter, except that new offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office for a term of two (2) years and thereafter until their successor shall have been duly elected and qualified. Each term has an unlimited number of reappointments being permitted.

Section 3. Removal. Regardless of term limits, any current board members may request the removal of another, including the President, for cause. The board will review the facts and vote on the proposed removal. The removal would be based on a simple majority vote cast by the board. If there is an even number of board members in the event of a tie the President will have two votes.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the chief executive officer of the Club and, in general, shall supervise and control all of the business and affairs of the Club. They may sign, with the Secretary or any other proper Officer of the Club authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed; and they shall perform all such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the event of the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President until the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the President or the Board of Directors from time to time.

Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the corporate records and seal; and perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors.

Section 8. Treasurer. The Treasurer shall be responsible for all funds and securities of the Club; receive and give receipts for monies due and payable to the Club; deposit all such monies in the name of the Club in banks, trust companies, or other depositories selected in accordance with the provisions of the Bylaws; oversee and ensure timely completion of all required annual state and federal filings; and perform such other duties as may from time to time be assigned by the President or the Board of Directors.

ARTICLE 7

GOVERNING LAW, VENUE, AND INDEMNIFICATION

Section 1. Governing Law and Venue. These Bylaws shall be governed by and construed in accordance with the laws of the State of Washington without regard to principles of conflicts of laws. Any action or proceeding brought by any party concerning matters related to these Bylaws, or the affairs or transactions of the Emerald City Rivian Club, shall be brought exclusively in the state or federal courts located in the State of Washington. The parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction, venue, or forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING FROM OR RELATED TO THESE BYLAWS. Should any provision herein be found invalid or unenforceable, such provision shall be deemed modified to comply with applicable laws without affecting the validity or enforceability of the remaining provisions.

Section 2. Indemnification. To the full extent permitted by the Washington Nonprofit Corporation Act of the State of Washington, the Corporation shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that they are or were a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director or officer of another corporation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by them in connection with such action, suit, or proceeding; and the Board may, at any time, approve indemnification of any other person which the Corporation has the power to indemnify under Washington Nonprofit Corporation Act of the State of Washington. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The Corporation may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.

ARTICLE 8

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Club, in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of the Club, and such authority may be general or confined to specific instances. By default, the President and Treasurer shall be designated as authorized signers on all Club accounts.

Section 2. Checks, Drafts, and Similar Documents. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Club, shall be signed by such Officer or Officers and/or agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board of Directors. By default, the President and Treasurer shall be designated as authorized signers on all Club accounts.

Section 3. Deposits. All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts and Contributions. The Board of Directors may accept on behalf of the Club any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Club. Such contributions, gifts, bequests, or devices shall be in conformity with the laws of the United States, the State of Washington and any other relevant jurisdiction.

ARTICLE 9

BOOKS AND RECORDS

The Club shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. Any member in good standing may request to view the Club’s financial statements or other financial records. Such requests must be made in writing and will be honored within 30 days of receipt. Access will be provided electronically, subject to any applicable privacy or legal considerations.

ARTICLE 10

FISCAL YEAR

The fiscal year of the Club shall begin on the first day of January and end on the last day of December in each year.

ARTICLE 11

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law of the State of Washington or under the provisions of the Articles of Incorporation or the Bylaws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 12

AMENDMENTS TO BYLAWS

The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by a majority vote of the Board of Directors present at any annual, regular, or special meeting, provided that at least fifteen (15) days’ written notice is given of the intention to alter, amend, repeal, or adopt new Bylaws. Any change adopted by the Board may be challenged within the fifteen (15) day notice period by any Member in good standing, provided the challenge includes a concise written statement of the reason for the challenge and is seconded in writing by at least one other Member in good standing; upon receipt of a valid challenge, the Secretary shall schedule and conduct the vote within thirty (30) days; a two-thirds (2/3) majority of participating Members is required to overturn any changes adopted by the Board.