(Effective October 1, 2003)
PURPOSE AND CLASSIFICATION
Section 1. PURPOSE:
The general purpose of this Club, incorporated as a nonprofit society, and hereinafter called the Club, shall be the preservation, care, appreciation, and enjoyment of Mustang motor cars starting with the initial models manufactured in calendar year 1964 up to and including current models. The Club will also serve as an accurate and technical source of information concerning these automobiles for the benefit of its members as well as the general public.
Section 2. CLASSIFICATION OF MUSTANGS:
In order to facilitate the general purposes, automobiles shall be classified as follows:
A. Mustang: This classification shall include any vehicle utilizing a chassis manufactured by or marketed by the Ford Motor Company and incorporating a body which is of unique design, outstanding features, or unusual factory custom styling with a Ford Motor Company power train. The identification number must be traceable to a vehicle built and marketed as a Mustang model by the Ford Motor Company.
Section 1. EMBLEM:
The official emblem of the Club shall consist of a circle with a facsimile of the Mustang emblem (with the pony facing right) centered below a map of Alabama with two crossed blue stripes with white stars centered therein. The words "Heart of Dixie Mustang Club" shall be inscribed just inside the circumference of the circle in lettering of a particular style as previously adopted by the Board of Directors.
A. The official Club emblem may be used and displayed by any member in good standing of the Club.
BOARD OF DIRECTORS
Section 1. ELECTION OF THE TERM:
The Board of Directors of the Club shall consist of the chairpersons from the Social, Competition, Membership, and Finance Committees. The Social Committee Chairperson will serve as Chairman of the Board. No Director shall be appointed until a seat has been declared vacant. The term of office shall be one (1) year. Terms of office will begin on January 1st and end on December 31st. Any Director may be removed for cause by a three-fourths (¾) majority vote of the Directors at the time in office, at a regular or special meeting of the Board of Directors.
Section 2. VACANCIES:
A vacancy shall be deemed to exist in the case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased by amendment of these By-laws. A vacancy or vacancies shall be filled by the remaining Directors or by the members at an annual or special meeting of the active members entitled to vote. Such member or members so elected shall hold office for the term of the Director replaced, and until the successor is qualified and elected.
Section 3. REDUCTION IN NUMBER:
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the term of office.
Section 4. NOMINATING COMMITTEE:
The nominating committee shall be appointed at the September Board of Directors meeting by the President from the membership, and shall prepare a ballot of names nominated from the active membership. The nominating committee will certify the concurrence of nomination acceptance of the prospective candidate before placing the name on the ballot. The nominating committee shall by October 15th, mail each active member in good standing, a ballot and voting instructions which shall include a notice that all ballots must be received by November 30th. The Nominating Committee will tabulate the results and report the results of the election at the January Board of Directors meeting.
Active members shall elect by a plurality vote each year by blanket ballot, the necessary number of officers and directors to serve for one (1) year. The five (5) members with the highest number of votes nominated for an officer position will be elected to the Executive Committee. The officers will decide among themselves which position each will hold. The four (4) members with the highest number of votes nominated for a director position will be elected to the Board of Directors. The directors will decide among themselves which position each will hold.
Section 5. SOCIAL COMMITTEE:
The Social Committee will consist of the chairperson and at least two (2) other members in good standing. The duties of the committee will be to organize, schedule, and inform members of any social events to include parties, cruise-ins, fun/poker runs, and similar events.
Section 6. COMPETITION COMMITTEE:
The Competition Committee will consist of the chairperson and at least two (2) other members in good standing. The duties of the committee will be to organize, schedule, and inform members of any shows, races, and similar events.
Section 7. MEMBERSHIP COMMITTEE:
The Membership Committee will consist of the chairperson and at least two (2) other members in good standing. The duties of the committee will be to organize, schedule, and inform members of any publicity and recruitment activities, publishing the Club newsletter, and similar activities.
Section 8. FINANCE COMMITTEE:
The Finance Committee will consist of the chairperson and at least two (2) other members in good standing. The duties of the committee will be to organize, schedule, and inform members of any fundraising, budget-related activities to include Club shirts and jackets, and similar activities.
Section 9. PLACE OF MEETING:
Regular meetings of the Board of Directors shall be held at any place which has been designated from time to time by consent of a majority of the Board.
Section 10. REGULAR MEETING:
The Board of Directors shall hold at least twelve (12) regular meetings during each fiscal year.
Section 11. SPECIAL MEETING:
Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman of the Board, the President or by any three (3) Directors, on notice of each director of such a meeting.
Section 12. NOTICE:
Written notice of the time and place of regular and special meetings of the Board of Directors shall be delivered personally or sent to each Director by mail or other form of written communication, charges prepaid, addressed to the Directors' address as it is shown upon the record of the Club. Notices must be delivered at least ten (10) days prior to and not more than thirty (30) days prior to any meeting.
Section 13. QUORUM:
Two-thirds (2/3) of the Board of Directors and/or Officers shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.
Section 14. ADJOURNMENT:
A quorum of the Directors or Officers may adjourn any Directors' meeting to meet again at a stated time, place, and hour, provided however, that in the absence of a quorum, the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
Section 15. ATTENDANCE:
Directors shall notify the President as soon as practical if unable to attend a Directors' meeting.
Section 16. FEES AND COMPENSATION:
Directors shall not receive any compensation, fee or salary for their services as Directors, but by resolution of the Board, compensation may be allowed to any Director for any monies or expenses actually incurred and paid by any Director for the benefit of the Club.
Section 17. AGE:
To be a member of the Board of Directors a person shall have reached their eighteenth (18) birthday prior to election to the Board and shall be a dues-paying member.
POWERS OF DIRECTORS
Section 1. CALL MEETINGS:
The Board of Directors shall have power to call meetings of the Club when it deems it necessary to conduct, manage and control the affairs, relations and business of the Club, and to make rules not inconsistent with the laws of the State of Alabama, for guidance and management of the affairs of the Club. The Board of Directors shall have power to incur indebtedness, the terms and amount of which shall be entered in the minutes of the Board, and the note or obligation, if any, given for the same, signed officially by the President and the Secretary, shall be binding on the Club. The Board of Directors may appoint other agents or committees as it deems necessary and shall fill all temporary or permanent vacancies that may occur during the year in any Club office.
Section 1. TYPE OF OFFICERS:
The officers of this Club shall be President, Vice-President, Secretary, Treasurer, and Mustang Club of America (MCA) National Director. Officers shall serve for one (1) year or until their successors are elected. Terms of office will begin on January 1st and end on December 31st. No member may serve more than two (2) consecutive full terms in the same office except the Mustang Club of America (MCA) National Director; the member may be reelected any number of times to office in a lifetime.
Section 2. REMOVAL AND RESIGNATION:
Any officer may be removed for cause by a three-fourths (3/4) majority vote of the Directors at the time in office, at a regular or special meeting of the Board of Directors, and in the case of committee members chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.
Section 3. VACANCIES:
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in the By-laws for regular election or appointment to such office.
Section 4. VOTING:
All Officers shall have the right to vote with the assembly and to debate questions the same as any other member.
Section 5. AGE:
To be an officer a person shall have reached their eighteenth (18) birthday prior to election to the position and shall be a dues-paying member.
Section 6. EXECUTIVE COMMITTEE:
An Executive Committee of the Board of Directors shall consist of the Chairman of the Board, President, Vice-President, Secretary, Treasurer, and MCA National Director. The Executive Committee shall have the authority to conduct emergency business, and set the agenda for the Board meetings.
DUTIES OF OFFICERS
Section 1. PRESIDENT:
The President shall preside over all meetings of the Board of Directors and meetings of the members and shall sign all contracts and other instruments of writing which shall be first approved by the Board of Directors.
Section 2. VICE-PRESIDENT:
In the absence of or inability of the President, to act, the Vice-President shall preside.
Section 3. SECRETARY:
The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and meetings of the members, shall make service of such notices as may be necessary and proper; shall supervise and control the keeping of the books and accounts of the regional group, and shall discharge such other duties as pertaining to the office or as prescribed by the Board of Directors. The Secretary shall, in January of each year, certify to the Secretary of the MCA, the names of the officers elected to serve in the ensuing year.
Section 4. TREASURER:
The Treasurer shall receive and safely keep all funds of the regional group and deposit same in such bank as may be convenient. Such funds shall be paid out only on the check of the regional group signed by the President and Treasurer.
Section 5. MCA NATIONAL DIRECTOR:
The National Director is a member of the National Board of Directors and is entitled to vote at all National Board of Directors meetings. The National Director may submit a proxy in lieu of attendance at National Board of Directors meetings.
Section 1. CLASSES:
There shall be two (2) classes of members of this Club as follows:
A. Active Member: Any person interested in promoting the purpose of this Club whose dues are current. Active members are considered to be members in good standing. Membership entitles one (1) person and their spouse to membership in the club, entitlement to one (1) vote per membership and the right for each to hold office.
B. Inactive Member: Previously active members whose dues are not current.
Section 2. APPLICATION:
Application for Club membership shall be in writing, filed with the Secretary, and accompanied by dues for the current year.
Section 3. RESIGNATION:
Any member may resign upon notification to the Secretary and such resignation shall be effective upon receipt by said Secretary, provided indebtedness to the Club, if any, is paid in full.
Section 4. SUSPENSION, EXPULSION, REINSTATEMENT BY THE TREASURER:
Any member may be suspended by the Treasurer for non-payment of dues after the anniversary date. Suspension by the Treasurer shall be at the discretion of the Treasurer. Upon payment of back dues, a member suspended for non-payment shall be automatically reinstated, providing any additional dues that have accumulated during the suspension period, together with the delinquent amount that caused the suspension, are paid.
Section 5. SUSPENSION, EXPULSION, REINSTATEMENT BY BOARD OF DIRECTORS:
The Board of Directors shall have summary power, by vote, of a majority of its members to suspend or expel and terminate the membership of any member for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity, good will or prosperity of the organization, or which is likely to endanger conduct in violation of these By-laws or the rules and regulations of the Club, which may be taken at any meeting of such board. The proceedings of the Board of Directors in such matters shall be final and conclusive. After the expiration of the time set forth in any suspension by the Board of Directors, the suspended member may petition the Board of Directors for reinstatement. A three-fourths (3/4) affirmative vote of all members of the Board of Directors present at any regularly called meeting shall be required to pass upon such reinstatement.
Section 6. GENERAL:
Upon the resignation, suspension, or expulsion of a member, the member's Club rights and privileges shall cease.
CERTIFICATE OF MEMBERSHIP
Section 1. FORM:
Certificates of membership shall be of such form and device as the Board of Directors may from time to time elect.
MEETINGS OF THE MEMBERS
Section 1. MEETINGS:
A minimum of twelve (12) meetings of the Board of Directors will be conducted during the fiscal year. Monthly business meetings will be held monthly on the first Thursday.
Section 2. ANNUAL MEETING:
The annual meeting of the members of this Club shall be held the first Thursday in December, for the purpose of reporting the results of the election of the Board of Directors by the Active Members.
Section 3. SPECIAL MEETING:
A Special meeting of the members may be called at any time by the President or the Secretary upon written application of at least ten (10) active members in good standing. The application shall state the purpose of the meeting. The Secretary must send notices of special meetings within thirty (30) days after receipt of a valid and proper application for same. The Secretary may chose to send notice Email where appropriate.
Section 4. TIME AND PLACE:
Any annual or special meeting shall be held at such time, place, and date as the Board of Directors shall select. The Board of Directors shall select a time, place, and date for a special meeting within thirty (30) days after receipt of a valid and proper application for same by the Secretary.
Section 5. NOTICE:
A written or printed notice stating the purpose, place, date, and hour of every meeting shall be mailed by the Secretary to each active member in good standing at least ten (10) days prior but not more than thirty (30) days prior to said meeting. If a member gives no address, notice shall be deemed to have been given if sent by mail or other means of communication addressed to the member's last address.
Section 6. QUORUM:
At all meetings of the Club, one-fifth (1/5) voting members in good standing shall constitute a quorum entitled to conduct legal business of the assembly.
Section 7. PROCEDURE:
Each voting member in good standing shall be entitled to one vote at any meeting, annual or special. The use of proxies at any membership meeting or Board of Directors meeting of this Club will be allowed. The proxy authorization must be in writing and signed by the absent member. A proxy shall not be considered to represent a member present at the meeting for the purpose of constituting a quorum.
Section 8. VOTING:
Voting for the election of officers will be by secret ballot or email communication. Email must be sent to official club address. Voting on all other Club business will be by a show of hands. A majority of votes is necessary in order to pass. Members must be licensed drivers (age sixteen (16) or older) to vote.
Section 9. CUMULATIVE VOTING:
Cumulative (block) voting shall be prohibited.
Section 10. MINUTES:
The Club newsletter will serve as an official record of Club meeting minutes.
Section 1. EXECUTION OF CONTRACTS:
The Board of Directors, except as the By-laws otherwise provide, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Club, and such authority may be general or special. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any person or authority to bind the Club by any contract or agreement, or to any amount.
Section 1. DUES:
Dues for each member shall be assessed for a twelve (12) month period beginning in January. Dues will be prorated for the remainder of the fiscal year for members joining the club after January. Membership dues shall be fixed by the Directors from time to time.
Section 2. WHEN DUE - WHEN DELINQUENT:
Dues shall be payable in January, and are delinquent thereafter.
Section 3. FISCAL YEAR:
The fiscal year begins on the first day of January of each year.
Section 4. REPORTING TO MCA:
Each year a list of all regional group members, as of June 1 of that year, shall be mailed to the MCA so as to be received not later than July 1.
Section 5. EXPENDITURES:
The President may authorize expenditures, not to exceed $100.00 per month, up to $50.00 per occurrence, between scheduled meetings of the membership, with unanimous concurrence of the Executive Committee. If a proposed expenditure does not receive unanimous concurrence of the Executive Committee, the expenditure will be voted upon at the next monthly business meeting.
Section 1. MEMBERS AND BOARD:
Neither the members of the Club, the Board of Directors, nor Officers, present or future, shall be held personally liable for any claim, damage, or debt against the Club or its members.
Section 2. CLUB ASSETS:
No member of this nonprofit organization shall have the right to individual proceeds of the Club assets or property.
Section 1. RULES:
The rules contained in the current edition of Roberts Rules of Order shall be used as a guide to govern the Club in all cases to which they are applicable, and in which they are not inconsistent with these By-laws and any special rules of order the Club may adopt.
INSPECTION OF BY-LAWS
Section 1. AVAILABILITY:
The Club shall keep in its principal office the original (or a copy of) the By-laws as amended or otherwise altered, to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times.
Section 1. BY MEMBERS:
New By-laws may be adopted or these By-laws may be amended or repealed by a two-thirds (2/3) majority vote of the active voting members, either present, represented by a proxy at an annual or special meeting or e-mail communication, where a quorum is present.
Section 2. BY THE BOARD OF DIRECTORS:
The Board of Directors may adopt, amend, or repeal By-laws. To become effective, a proposed amendment or change must receive a majority vote of the officers present at a regular meeting of the Board of Directors and a two-thirds (2/3) majority vote of the officers present, or by proxy at the next regular or special meeting of the Board of Directors.
Section 3. RESTRICTIONS:
Not less than Twelve (12) months must elapse between a meeting defeating a proposed amendment or repeal, and a new presentation of the same, or substantially the same, amendment or repeal.
Section 4. FREQUENCY:
The By-laws will be reviewed, as a minimum, every two (2) years and be updated with changes made since the last review. The new amendment date will be annotated at the beginning of the By-laws.