Northside Mustang Car Club
Article 1.1- Purpose
This corporation is organized for the purpose of preserving the classic and late model Ford Mustang automobile in the North Houston, Texas and surrounding areas. The corporation shall generate, preserve and enhance a sense of community through the creation and sponsorship of programs, activities and services to facilitate interaction, involvement, community pride, responsibility and the sharing of ideas, common interest and resources. This organization is a 501 (c) nonprofit club.
Article 2.1- Membership
Membership in the Northside Mustang Car Club, Inc (NMCC) shall be available to any person interested in promoting the purpose of this club and is current in payment of dues, agrees to abide by the rules and guidelines of the club, and conducts themselves in a manner that does not reflect adversely upon NMCC. Membership in the club shall be open to owners of Mustangs and persons interested in preserving the Mustang.
2.2- Members may run for an elected board position once they have been an active member in good standing for one (1) year. A Member may be appointed to a vacant position by the Board of Directors after being an active member in good standing for six (6) months.
2.3- Membership in the Northside Mustang Car Club is good for one year and is renewable annually upon the members join date and payment of club dues. Memberships include the members spouse and children under 16 years of age.
2.4- The Treasurer will suspend membership for non-payment of dues two (2) months after the members’ anniversary date. Upon suspension the member will not be entitled to any benefits of the club, and will lose tenure to run for a board position. Members suspended for nonpayment of dues must make application for new membership.
2.5- Any member may resign upon written 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. Proration of membership dues is not permitted.
2.6- The Board of Directors will have summary power by a majority vote at any meeting to suspend, expel or terminate the membership of any member for conduct which violates any local law, or in the Board’s 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 and 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.
Meetings of the Northside Mustang Car Club membership shall be held quarterly. The Board of Directors shall select a time, place and date for this meeting. Active members in good standing shall be notified of the meeting 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. Each member in good standing will be entitled to one vote at any quarterly or special membership meeting.
3.2- The annual meeting of the membership of this organization shall be held during the month of March of each year for the purpose of electing executive officers, directors, and for the transaction of any other business authorized to be transacted by members. Each member is entitled to one vote in person or by specific proxy ballot, and shall have one vote in his/her name for this purpose. All voting members must be in good standing and be current in NMCC dues to cast votes in elections. This meeting shall be held at such time, place and date as the Board of Directors shall select.
3.3- At quarterly meetings of the club, twenty-five percent (25%) of voting members in good standing shall constitute a quorum entitled to conduct legal business of the assembly. Each member in good standing will be entitled to one vote at any quarterly meeting.
3.4- Any special meeting of the membership may be called by a majority of the Board of Directors. Any special meeting of the membership may be held at such time, place and date as the Board of Directors select.
Article 4.1- Dues
4.2- Annual Dues shall be determined by the Board of Directors. The amount of annual dues can only be set once per fiscal year.
4.3- Payment of dues shall be paid thirty (30) days from the date of billing. Memberships will lapse for non-payment of dues at the end of sixty (60) days after billing. Dues for a new member shall be paid with the application for membership.
Article 5.1- Quorum
5.2- At all meetings of the members, twenty-five percent (25%) of voting members in good standing shall constitute a quorum entitled to conduct legal business of the assembly.
Article 6.1- Organization and Board of Directors
6.2- The affairs of the club shall be managed by its Board of Directors, elected by club members in good standing.
6.3- The board will consist of four (4) Officers and one (1) Director of which all shall be elected by the club membership. The size of the board may be changed by a majority vote of the board members however; the changes can only take affect after approval by twenty-five percent (25%) of voting members in good standing. Any change in the number of directors will be implemented at the next general election.
6.4- All board members shall be a current member of MCA and NMCC, in good standing.
6.5- A vacancy of any Board member, for any reason, will be filled by a majority vote of the remaining Board members at a Board meeting. Board members thus appointed will hold office only for the unexpired term of the Board member replaced.
6.6- No reduction of the authorized number of Board members will result in removal of any board member prior to the expiration of his/her term of office.
6.7- Elections will be held annually at the March meeting of the general membership. Any member who has been in good standing for one year, and is current on their membership dues, is eligible to run for a board position or be nominated by another member.
6.8- All voting members present, in good standing, and current in NMCC dues, may cast a vote in the election. A specific proxy ballot will be mailed to each club member in good standing. This proxy can be mailed or emailed to the Secretary or must be brought to the meeting in March.
Article 7.1- Officers
7.2- The officers of the club shall be elected by the membership. To qualify for an officers’ position, one must be a member of NMCC for at least one (1) year, in good standing, and be a member of MCA, in good standing. The Executive Board positions will consist of the following positions: President, Vice President, Secretary and Treasurer.
7.3- President- The President shall be the principal executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President shall sign all contracts and other instruments in writing, provided, however, that all contracts and instruments in writing must first be approved by the Board of Directors. The President shall also participate in all club sponsored events.
7.4- Vice President- The Vice President shall perform all the duties of the President in the Presidents’ absence, and when so acting shall have all powers and restrictions of the President as set forth in section 7.3. The Vice President shall perform such other duties as from time to time may be prescribed by the Board of Directors, and shall attend all club meetings and board meetings. The Vice President shall also participate in all club sponsored events.
7.5- Secretary- The Secretary shall attend all meetings of the membership and Board of Directors, record the minutes of all meetings, give notice of all meetings of members, and keep the Seal of the corporation in safe custody. The Secretary shall have control of valuable papers and books of the club and shall be at all times subject to the control of the Board of Directors. The Secretary will certify and file amendments and revisions of the by-laws with the official copy kept in the principle office as specified with the Secretary of State. In the absence of the Secretary from any meeting of the members or Board of Directors, the presiding officer shall appoint a Secretary pro-tempore. The Secretary shall compile copies of the minutes of all previous meetings filed in such a way as to be available for reference during meetings and at other times. The Secretary will also participate at all club sponsored events.
7.6- Treasurer- The Treasurer shall keep a correct accounting of the clubs business transactions. The Treasurer shall maintain a current register of members. The Treasurer or designee shall deposit all monies and other assets in corporation depository as may be designated by the Board of Directors; and shall render to the President and Board of Directors an accounting of the corporations’ assets and liabilities when they request such information. The information shall include a copy of a financial report at every meeting. No obligation, debt, or other liabilities shall be incurred by the Treasurer without specific approval of the Board of Directors. The Treasurer shall also participate at all club sponsored events.
7.7- Director- The Director is responsible for communication between the membership and Executive Board. The Director shall perform such other duties as from time to time may be prescribed by the Board of Directors, and shall attend all board meetings, club meetings and club sponsored events. This position will have board voting rights.
7.8- MCA Regional Director- The MCA Regional Director is responsible for communication with the national offices of the Mustang Club of America. This includes preparing all paperwork for and securing MCA event insurance for club activities. This will be an appointed position by the Board of Directors. This position may be held by any member of the club who meets the qualification for a director specified in article 7.2, but will not have board voting rights unless the appointee is also a director.
7.9- No elected officer can be removed from office without a recommendation or charges for removal first being presented in writing to an Executive officer. At a special meeting, as described in Article 3.4, a vote of twenty-five percent (25%) of voting members in good standing, excluding the officer charged, will constitute the decision on whether the charges do or do not have merit. If merit is found, the action to remove the officer will become effective immediately. Any officer may resign at any time by giving the board written notice of their intention and effective date. The acceptance of such resignation will not be necessary to make it effective.
7.10- A vacancy of any Board member, for any reason, will be filled by a majority vote of the remaining Board members at a Board meeting. Board members thus appointed will hold office only for the unexpired term of the Board member replaced.
7.11- The Executive officers terms shall be two (2) year terms and will be staggered to expire on succeeding years. The office of President and Secretary shall expire in the same year, the office of Vice President and Treasure shall expire the preceding year. The Director position will expire annually. There is no limit to the number of terms an officer can serve.
8.1- Other Representatives
The Board of Directors, by majority vote, may appoint such other representatives, assistants and/or agents as it shall deem necessary, which shall perform such duties as the board determines. Two or more offices may be held by the same person, except that no person shall hold two elective offices. These positions hold no board voting rights. Any representative, assistant and/or agent appointed by the board may be removed by the board.
9.1- Board of Director Meetings
9.2- The Board of Directors must hold at least four (4) regular meetings during each fiscal year, scheduled at a certain location or held by using any of various accepted telecommunications methods. Each board member must be provided with a notice of meetings containing the date, time, place of meeting and agenda at least three (3) days prior to the date of the meeting. Such notice may be in the form of an email. Notice can be waived if the board member signs a waiver of such notice or responds by email. Time must be provided on the agenda for club members to address the board.
9.3- Special meetings of the Board of Directors for any purpose may be called at any time by the President of the board or by any three (3) board members. At least twenty four (24) hour written notice of the meeting must be provided to each board member. The Secretary will enter the results of this meeting into the minutes of the club.
9.4- Regular meetings of the board may be held at various locations designated by the board from time to time by vote of the majority of the board members.
9.5- At all meetings of the Board of Directors, a majority of the directors then in office, shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.
9.6- Board members must notify the President as soon as practical if unable to attend a board meeting. If a board member fails to attend two (2) consecutive regular board meetings, a three-quarter (3/4) majority of the board members present at any board meeting, may remove the board member.
9.7- Board members will not receive any compensation, fee, or salary for their services as board members. A board member may present for approval and reimbursement of expenses incurred and paid on behalf of the club. Such reimbursements may not exceed two hundred and fifty dollars ($250.00) unless prior approval has been given by the board.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, representatives or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. The directors shall receive no other compensation.
The Board of Directors may authorize any officer or officers, agent or agents of the club, in addition to the representative so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the club, and such authority may be general or confined by specific instances. However, the Board of Directors alone, by majority vote, shall authorize the payment of bills or incurring of any indebtedness, present or future, of an amount in excess of two hundred and fifty dollars ($250.00), and in no case will such authority be granted until presented to and passed upon by the Board of Directors. Any member not complying with this requirement shall be personally liable for all expense incurred.
12.1- Checks and Drafts
All checks, drafts or other 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, agent or agents of the club and in such a manner as shall from time to time be determined by resolution of the board. In the absence of such determination by the board, such instruments shall be signed by the Treasurer.
13.1- Personal Liability
The membership of the club, the Board of Directors, or its appointees, present or future, will not be held personally liable for any claim, damage, or debt against the club. In the event of the dissolution of the club, no member or officer will be entitled to any proceeds from the sale of any asset or funds held for the benefit of the club membership. In compliance with the nonprofit statues of Texas, all of the assets upon dissolution shall be distributed to organizations organized and operated exclusively for charitable, religious, and educational purposes.
14.1- Amendments to By-Laws
The board may propose to adopt, amend, or repeal the by-laws however; the changes can only take affect after approval by twenty-five percent (25%) of voting members in good standing. Any adoption, amendment or repeal of any or all of the by-laws shall then be posted on the NMCC website within thirty (30) days of approval.
15.1- Adoption of new By-Laws
The board may propose to adopt, amend, or repeal the by-laws however; the changes can only take affect after approval by a simple majority of voting members in good standing. Any adoption, amendment or repeal of any or all of the by-laws shall then be posted on the NMCC website within thirty (30) days of approval. At least four (4) months must lapse between a meeting at which a proposed repeal is defeated and a new presentation of the same, or substantially the same, repeal.
16.1- Parliamentary Rules
The rules contained in the most current edition of “Robert’s Rules of Order” shall govern the club in all cases where they are applicable, and in which they are not inconsistent with these by-laws.
In the event of the dissolution of the club, no member or officer will be entitled to any proceeds from the sale of any asset or funds held for the benefit of the club membership. In compliance with the non-profit statues of Texas, all of the assets upon dissolution shall be distributed to organizations organized and operated exclusively for charitable, religious, and educational purposes.