Mustang Club of Greater Kansas City, Inc

BY-LAWS

of the

MUSTANG CLUB OF GREATER KANSAS CITY, INC.

A Kansas Not For Profit Corporation

As adopted May 15, 1994, and amended May 21, 1995, February 2005, May 2008, August 2009, November, 2012, and June 2016 by the General Membership.

ARTICLE I

Offices

The principal office of the Mustang Club of Greater Kansas City, Inc., (referred to herein as “the Club”) in the State of Kansas shall be located in Overland Park, Kansas. The Club may have such other offices, either within or without the State of Kansas, as the activities of the Club may require from time to time.

ARTICLE II

Objects, Purposes and Powers

Section 1. The Club is organized exclusively as a social welfare organization within the meaning of Section 501(c)(4) of the Internal Revenue Code, and, through educational and recreational activities, has as its purpose:

(a) To promote and encourage interest in the restoration and preservation of Ford Mustang and Shelby Mustang automobiles and to promote a favorable public image of these automobiles and their owners;

(b) To provide a convenient forum for the exchange of information and technical knowledge pertaining to the restoration and maintenance of Mustang and Shelby Mustang automobiles;

(c) To provide instruction or training of individuals for the purpose of improving their capabilities, and to instruct the public on matters regarding the Mustang and Shelby Mustang automobiles;

(d) To facilitate the development of personal acquaintances and a general fellowship among the owners of Mustang and Shelby Mustang automobiles in the greater Kansas City area in order that they may share their backgrounds and experiences;

(e) To provide the organizational framework for various social activities, public auto shows and similar events designed to further the objectives stated above;

(f) To keep its members abreast of pertinent legislative and regulatory actions by governmental units which may bear upon the restoration and ownership of Mustang and Shelby Mustang automobiles.

Section 2. The Club shall possess all necessary powers:

(a) To carry on any of the foregoing activities or purposes, either directly or as agent for or with other persons, associations or corporations;

(b) To carry on any activity and to deal with and expend any such property or income therefrom for any of the foregoing purposes without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, the By-Laws of the Corporation, Section 501(c)(4) of the Internal Revenue Code and regulations promulgated thereunder, or any other limitations prescribed by law.

ARTICLE III

Recognized Vehicles

Section 1. In keeping with the general purpose and intent of the Club, only vehicles which meet the following criteria shall be considered for recognition in the Club Registry and at events sponsored by the Club:

(a) Any Ford Mustang or Shelby Mustang automobile, and

(b) All major drive train, suspension and body components of Ford manufacture.

Section 2. Condition of the vehicle, state of repair or degree of restoration shall not be a factor for consideration in Club recognition, providing the vehicle is or is intended to be operable and the provisions of Article III, Section 1 herein are met.

ARTICLE IV

Membership

Section 1. Membership in the Club shall be open to all persons having an interest in Ford Mustang and Shelby Mustang automobiles, as qualified in Article III herein.

Section 2. Prospective members shall make application for membership in writing. Membership shall be granted upon approval of such application by the Board of Directors and remittance of dues as provided in Article VII, Section 3, herein.

Section 3. A "member" shall be defined as

(a) Any applicant whose membership is approved by the Board of Directors, and

(b) Other person or persons of the same household of such applicant during such period that the applicant's membership is in effect,

(c) Any minor children (under age 18) of such member.

Section 4. Any and all forms of discrimination on the basis of age, race, creed, color, sex or national origin are specifically prohibited.

Section 5. Membership status shall expire when dues become delinquent, as provided in Article VII, Section 2, herein, or upon written resignation by the member. Membership status may be revoked for cause at any time by a majority vote of the members at a general business meeting.

Section 6. Voting at general business meetings shall only be by bona fide, paid-up members, and is subject to further restrictions as may be imposed elsewhere in these By-Laws.

Section 7. Members shall conduct themselves in an orderly, lawful and ethical manner at all times. Any behavior or conduct which tends to disrupt or discredit the Club or any of the Club’s functions shall be cause for revocation of membership as provided in Article IV, Section 5, herein.

ARTICLE V

Officers and Directors

Section 1. The Officers of the Club shall be a President, a Vice President, a Treasurer, a Secretary, a Show Director and a Social Director.

Section 2. The duties and responsibilities of the officers shall be as follows:

(a) The President shall be the chief officer of the Club, responsible for overall supervision of Club activities, and for overseeing and guiding the activities of the other officers in the discharge of their duties. The President shall preside at all general business meetings, except as provided in Article VI, Section 7, herein, and at all times shall be responsible to the membership for carrying out all directions and resolutions approved by the majority.

(b) The Vice President shall, in the absence of the President, or in the event of his/her inability or refusal to act, perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

(c) The Treasurer shall at all times maintain an accurate accounting of the Club’s financial position, including a detailed record of all cash receipts and disbursements, and maintain a complete record of the acquisition and disposal of all Club property. The Treasurer shall attend all general business meetings and render to the membership a full accounting of current revenues, expenses and cash balance on hand in the Club treasury. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

(d) The Secretary shall attend all business meetings of the general membership and of the Board of Directors and record the minutes thereof, maintain a current roster of members and a record of their attendance at general business meetings, maintain a registry of recognized vehicles as provided in Article III herein and retain custody of the Club’s files of correspondence, literature, historical records and other related papers.

(d) The Show Director shall organize and coordinate all activities related to public shows and exhibits approved by the Club membership. At the conclusion of such events, the Show Director shall submit a written record of attendance and awards to the Secretary, and a written account of revenues and expenses to the Treasurer.

(e) The Social Director shall organize and coordinate all internal social events, such as tours, parties, picnics, etc., as approved by the Club membership. At the conclusion of such events, the Social Director shall submit a written accounting of revenues and expenses to the Treasurer.

Section 3. The affairs of the Club shall be managed by its Board of Directors. The number of Directors shall be nine (9), consisting of the President, the Vice President, the Secretary, the Treasurer, the Show Director, the Social Director, two (2) Directors-At-Large and the most recent Past President.

Section 4. The Board of Directors shall be presided over by the President or, in the absence of the President, by the Vice President. Succeeding the Vice President as presiding officer shall be the Show Director, the Social Director, the Secretary and the Treasurer, in that order.

Section 5. The Board of Directors shall oversee all Club functions and activities, review and approve all applications for membership, make or approve all committee or special post assignments as provided in Article V, Sections 8 and 9, herein, and make any recommendations to the general membership as may be considered necessary.

Section 6. The Directors of the Club shall assume their responsibilities as directors due to their election as officers or as Directors-At-Large of the Club pursuant to Article VI, Section 1, herein, or due to the characterization as Past President. The term of office for the first Board of Directors shall expire with the election of officers and directors held after the date of incorporation and terminate with the next succeeding election of officers and directors. Vacancies may be filled at any meeting of the Board of Directors pursuant to Article VI, Section 9, herein.

Section 7. A Director may be removed, with or without cause, upon the affirmative vote of a majority of the remaining Directors. In the event of the removal of a Director, or in the event of the death or resignation of a Director, the President may fill such vacancy pursuant to Article VI, Section 9, herein. A Director appointed to fill a vacancy shall serve as such until the next election of officers.

Section 8. Subject to approval by the Board of Directors, one or more committees may be formed by any of the officers to carry out specific functions, as needed. In such cases the appointing officer shall serve as chairman of, and shall be responsible for the performance of, such committees.

Section 9. From time to time members may be appointed by the Board of Directors to fill permanent, specialized posts such as newsletter editor, historian, etc. In such cases, the Board of Directors shall designate an appropriate officer of the Club to oversee and supervise the activities of each such appointee.

Section 10. Directors shall not receive compensation for their services as such. This shall not, however, preclude the payment of dues assessed by another organization with which the Club is affiliated when individual membership in that organization is required of the Club’s Directors as a condition of such affiliation.

ARTICLE VI

Elections

Section 1. The officers and directors of the Club shall be elected as herein provided to serve for a twelve-month term. Each officer and director shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed.

Section 2. No officer or director shall serve more than two terms in succession in the same office. In the event the Past President is elected to another position on the Board of Directors, the position of Past President shall be deemed a vacancy and shall be filled pursuant to Article VI, Section 9, herein.

Section 3. Elections shall be determined by plurality vote and shall be conducted by secret ballot except when there is only one nominee for a position, in which case the vote may be taken by voice or show of hands. Elections shall be concluded at the general business meeting in October of each year, and the terms of office shall commence immediately upon adjournment of the October meeting.

Section 4. For purposes of the election of officers and directors, each paid membership shall be allowed one vote.

Section 5. Sixty (60) days prior to the elections, the Board of Directors shall appoint an Election Committee made up of no less than three members, which shall nominate no less than one (1) eligible member as candidate for each office. To be eligible, a candidate must have been a bona fide member for no less than one year, must have attended at least fifty percent (50%) of the twelve (12) most recent general business meetings preceding his/her nomination and must agree to serve if elected. If a member that has not met the minimum requirements as stated desires to be a nominee, the Election Committee can present that member to the Board of Directors for an exception to the requirements. The Board of Directors must take into consideration the member’s participation in other club events when approving this exception.

Section 6. The candidates for each office shall be those nominated by the Election Committee, and any others that are properly nominated from the floor at the September general business meeting. All such nominees shall meet the eligibility requirements stated in Article VI, Section 5, herein.

Section 7. The Election Committee shall appoint a chairman, who shall preside over the October meeting while nominations and elections are in progress.

Section 8. An Officer or Director may resign at any time by giving written notice thirty (30) days in advance to the Board of Directors or by failure to attend any two consecutive meetings of the Board of Directors.

Section 9. In the case of any mid-term vacancy on the Board of Directors, other than in the office of President, a successor shall be appointed by the President. Should such vacancy occur in the office of President, that office shall be assumed by the Vice President, who shall immediately appoint a successor to the office of Vice President. All such appointments shall be subject to the advice and consent of the Board of Directors.

ARTICLE VII

Revenues, Treasury and Financial Controls

Section 1. The Club’s fiscal year shall run from January 1 through December 31.

Section 2. Dues shall be assessed to all members annually on October 1, and shall be considered delinquent on November 1 of the same year.

Section 3. Dues shall be in an amount fixed by resolution of the Board of Directors, subject to ratification by affirmative vote of the general membership during any regularly scheduled general meeting. At the discretion of the Board of Directors, an initiation fee may also be assessed, in addition to or in lieu of the first year’s dues, to new members joining the Club in mid-year. The Board of Directors may waive payment of dues and/or initiation fee when appropriate circumstances warrant.

Section 4. All cash receipts, whether from payment of dues, proceeds of Club activities and events, sale of Club property, or any other source, shall be recorded in the Club treasury and accounted for by the Treasurer as provided in Article V, Section 2(c), herein. All such funds 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 5. All cash disbursements from the Club treasury shall be approved by the Treasurer, or in case of the Treasurer’s absence, the President. Any expenditure of Club funds exceeding $200.00 shall be brought before the Board for consideration. Any consideration that is approved by the Board exceeding $200.00 shall be brought before the membership at a general meeting to be approved by majority vote of the members present at said meeting.

Exceptions are extended to:

(1) Club Sales with any club sale expenditure greater than $200.00 but less than $400.00 per 30-day period require Board approval but not membership approval,

(2) Club’s annual show and/or MCA National or Grand National show when the Club is granted such an MCA event. All expenditures related to the show, including club sales, not to exceed $200.00, shall have automatic approval of the Board. Any Club show expenditures exceeding $200.00 shall be approved by the Board, and can be done so either at the Club’s monthly Board meeting or through a group Board member e-mail prior to the next Board meeting or general membership meeting. Approval of the Show Budget by the Board also constitutes approval of expenditures greater than $200.00.

(3) Approval of any Club event, project, donation(s) or other activity shall constitute approval for the expenditure of the necessary funds to carry out such activity, subject to review and advance approval by the Board either by e-mail or the next Board meeting prior to the General Membership meeting.

Section 6. No loans shall be contracted on behalf of the Club, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such resolution may be general or confined to specific instances, and, if the planned indebtedness exceeds $200.00, shall have the prior affirmative vote of the general membership during any regularly scheduled general meeting.

Section 7. 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, 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.

Section 8. The Club treasury shall not accumulate a cash balance beyond that which is necessary to support normal operating expenses and planned purchases. In the event the Club decides to host a major event such as a MCA National, Grand National Car Show, or MCA Driving Event, the treasury may accumulate additional cash reserves in order to manage the significant financial risk associated with the event. Total cash accumulation should not exceed the amount allowed by 501(c)(4) regulations. Periodically, any such cash surplus shall be donated to a local charity with a qualified exempt status under Section 501(c) of the Internal Revenue Code as chosen by majority vote of the membership at a general business meeting.