| BY-LAWS OF THE |
| TREASURE COAST
MUSTANGS |
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| Revised January, 2005 |
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| ARTICLE I |
| Purpose and
Clarification |
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| SECTION 1: The general purpose of this club,
formed as a not-for-profit organization and hereafter
called The Treasure Coast Mustangs, has been organized
for pleasure, recreation, and to preserve and enjoy
Mustang and Shelby motor cars of the years 1964 ½ to
date. The principal location of the club is in the City
of Stuart, the County of Martin, the State of Florida. |
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| SECTION 2: In order to facilitate the general
purpose, automobiles shall be classified as follows
– MUSTANG. This classification shall include the
Mustang vehicle, utilizing the chassis manufactured by
the Ford Motor Company from 1964 ½ to date, and
incorporating a body which was an unique design. |
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| SECTION 3: Members in good standing may hold
office, vote*, and tour in the local club as they so
deem. |
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| SECTION 4: Club members will endeavor to maintain
and uphold the standards of The Treasure Coast Mustangs
of Stuart. |
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| ARTICLE II |
| Emblem |
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| SECTION 1: The official logo of the
Treasure Coast Mustangs for use on shirts, plaques or
other places where logo use is appropriate will be as
currently in use, i.e., the State of Florida with one
each red, white and blue vertical stripe each covering
approximately 1/3 of the state, with the classic Mustang
Running Horse superimposed and with black shading
highlights, a star to the right of the east coast of the
peninsula, slightly to the right of the position of the
city of Stuart, where the club was founded, with four
"rays" from the star leading back to the city
of Stuart. The rays and the star are to be red. The
phrase "founded 1981" will be to the left of
the peninsula and level with the star. Printed in a
crescent shape above the state of Florida will be the
phrase "Treasure Coast" and under the state of
Florida in a reverse crescent will be
"Mustangs." All of these letters will be
capitalized block letters in red with a black outline.
Under the word Mustang and in blue capital letters will
be the name of the city of founding, "Stuart,
Florida" A color picture of the logo to be attached
to the record copy of the club by-laws as maintained by
the club secretary. (As amended 6/2001.) |
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| SECTION 2: The official club emblem may be used
and displayed by any member in good standing of the club. |
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| ARTICLE III |
| Personal Liability |
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| SECTION 1: Neither 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. |
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| SECTION 2: No member of this non-profit club shall
have the right to individual proceeds of the club assets
or property. |
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| ARTICLE IV |
| Officers |
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| SECTION 1: The officers shall be President,
Vice-President, Secretary, and Treasurer. |
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| SECTION 2: Officers shall serve for one (1) year,
beginning in January, and shall serve for no more than
two (2) consecutive terms. |
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A. Nominees for Offices of President,
Vice-President, Secretary and Treasurer shall be
active members in good standing. |
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B. The Board of Directors shall recommend
nominees. |
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C. Prior to voting, the membership will
nominate additional members for election. |
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D. Officers will be elected by the club
members in the month of November at the November
meeting. |
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E. Officers will be installed at the
Christmas Party in December. |
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| SECTION 3: Removal and/or Resignation – Any
officer may be removed for cause by three-fourths (3/4)
majority vote of the Board of Directors. This removal may
be recognized at a regular or special meeting of the
Board of Directors, or of a special committee chosen by
the Board of Directors, or by any officer upon whom such
power of removal may be conferred by the Board of
Directors. Any officer may resign at any time giving
written notice to the Board of Directors or to the
President or Secretary of the Club. Resignation shall
take effect on the date of receipt of the notice or at
any later time specified. |
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| SECTION 4: Vacancies – A vacancy in any
office because of death, resignation, removal,
disqualification, or any other cause, shall be filled in
the manner proscribed in the by-laws for regular election
or appointment to such office. |
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| SECTION 5: All officers shall have the right to
vote with the assembly and to debate questions the same
as any other member. |
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| SECTION 6: The Board of Directors shall consist of
five (5) persons plus four (4) officers. Each shall have
one (1) vote. |
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| ARTICLE V |
| Duties of Officers |
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| SECTION 1: President – The President shall be
the Chief Executive Officer of the Club, subject to the
control of the Board of Directors, and have general
supervision, direction, and control of the business and
affairs of the Club. He/she shall preside at all meetings
of the Board of Directors, and shall sign all contracts
and instruments in writing, provided, however, that all
contracts and instruments in writing must be approved by
the Board of Directors. At the expiration of his/her
term, he/she will serve as a Board Member until the
following President's term has expired. |
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| SECTION 2: Vice-President – The
Vice-President shall perform all the duties of the
President in the absence of the President, and when so
acting, shall have all the powers and restrictions of the
President as set forth in SECTION 1. The Vice-President
shall perform such other duties as from time to time may
be proscribed by the Board of Directors, and shall attend
all their meetings. |
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| SECTION 3: Secretary – The Secretary shall
attend all meetings of the membership and Board of
Directors; record the minutes, and keep current register
of the membership. |
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A. The Secretary shall have control of all
valuable papers and books of the Club, and shall
be at all times subject to the control of the
Board of Directors. The Secretary shall certify
and file amendments and revisions to the By-laws
with the official copy, as kept in the principal
office. 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. |
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B. Minutes of the meetings will be
compiled by the Secretary and distributed as the
President or Board of Directors may designate.
The November minutes shall include an update of
the current officers and Board of Directors. |
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C. The Secretary will file an attendance
sheet at any and all meetings with the
Treasurer's Report. |
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D. The Secretary will be responsible for
all correspondence and mail pick-up at the post
office box provided by the Club in Stuart. |
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| SECTION 4: Treasurer – The Treasurer shall
keep a correct accounting of the Club's business
transactions and collect all dues. The Treasurer shall
deposit all monies and other assets in the Club's
depository as may be designated by the Board of
Directors. The Treasurer shall render to the President
and the Board of Directors an accounting of the assets
and liabilities as requested. No obligation, debt, or
other liabilities shall be incurred on behalf of the
Treasure Coast Mustangs without specific approval of the
Board of Directors. All checks must be signed by two (2)
officers. |
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A. The Treasurer shall give a monthly
report in writing to be presented at the monthly
meetings. This accounting is to include a bank
reconciliation, all bills and transactions, and
is to be filed with the monthly Board meeting
minutes. |
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B. All reports and transactions are to be
kept on file for a minimum of three (3) years. |
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| ARTICLE VI |
| Membership |
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| SECTION 1: The ownership of a Mustang is not
required to become a member. |
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A. Active Member – An active member
is any person with paid to date membership dues
who is interested in promoting the purpose of
this Club. Active members are entitled to all
Club privileges, including the right to vote*
with assembly. |
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B. Charter Members – A charter member
is a person who became affiliated with this Club
on or before June 30, 1981. |
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| SECTION 2: Resignation – Any member may
resign upon notification to the Secretary, and such
resignation shall be effective upon receipt by said
Secretary, provided his/her indebtedness is paid in full. |
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| SECTION 3: Suspensions, Expulsions, Reinstatement
– Any member may be suspended by the Board of
Directors for non-payment of dues after anniversary date.
The Board of Directors shall have summary power by vote
of a majority of its members to suspend, expel, or
terminate the membership of any member for conduct which
in its opinion disturbs the order, dignity, business of
harmony; or impairs the good name, popularity, goodwill
or prosperity of the organization; or which is likely to
endanger the welfare, interest, or character of the
organization; or for any conduct in violation of these
by-laws or 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. |
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| SECTION 4: General – New members will receive
a membership form to the completed and filed with the
Secretary. New members may request a copy of the by-laws
from the Secretary. |
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| ARTICLE VII |
| Fiscal Year |
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| SECTION 1: The fiscal year shall begin the first
day of January of each year. |
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| ARTICLE VIII |
| Meetings of the
Members |
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| SECTION 1: The meeting of the members of this Club
will be held monthly in the State of Florida. |
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| SECTION 2: Special Meetings – A special
meeting of the members may be called at any time by the
President or by the Secretary upon written application of
at least one-half (½) of the active members in good
standing. The application shall state the purpose of the
meeting. The Secretary must send notices of special
meetings as provided in SECTION 8 of ARTICLE IX within
thirty (30) days after receipt of a valid and proper
application for same. |
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| SECTION 3: Time and Place – Any annual or
special meetings shall be held at such time and 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. |
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| SECTION 4: Quorum – At all meetings of the
Club, no less than five (5) Board members in good
standing shall constitute a quorum entitled to conduct
legal business of the assembly. |
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| SECTION 5: Procedure –Each voting member* in
good standing shall be entitled to one vote. Voting
members in good standing are defined as: All adults
eighteen (18) years of age or older, living in a single
household paying a family membership, or the one member
paying for a single membership. The use of proxies at any
membership meeting or Board of Directors meeting of this
Club will be allowed, and the proxy authorization must be
in writing and signed by the absent member. No Board
Member may have more than five (5) proxies. |
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| SECTION 6: Cumulative Voting – Cumulative
voting shall be prohibited. |
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| ARTICLE IX |
| Board of Directors |
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| SECTION 1: Election of the Term – The Board
of Directors of The Treasure Coast Mustangs shall consist
of a total of five (5) members in good standing. Three
(3) will be elected from the active members of the club.
No member shall be nominated until a seat has been
declared vacant. The term of office shall be two (2)
years from and after election, or until a successor shall
have been elected; one (1) voted to the Board in one year
and two (2) in the next year. One (1) Board of Director
shall be the immediate past-president. The other Board
Member will be Mike Owen, who by vote was elected to a
life membership on the Board of Directors. |
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| SECTION 2: Vacancies – Vacancies shall be
deemed to exist in the case of a vacancy by a cause or if
the authorized number of Directors be increased by any
amendment to the By-Laws. A vacancy or vacancies shall be
filled by the remaining Directors, by the members at an
annual meeting 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 he
replaces and his successor is qualified and elected. |
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| SECTION 3: No reduction of the authorized number
of Directors shall have the effect of removing any
Director prior to the expiration of his term of office. |
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| SECTION 4: Nominating Committee – The
nominating committee shall be appointed by the President
from the Board of Directors, and shall prepare a ballot
of not less than five (5) names from the active
membership. The nominating committee will certify the
qualifications of the prospective candidate before
placing his/her name on the ballot. Active members shall
elect by a plurality vote each year by blanket ballot,
the necessary number of Directors to serve for two (2)
years. Ballots must have a specified number of names
selected or they will not be considered valid and will
not be counted. |
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| SECTION 5: Place of Meeting – Regular
meetings of the Board of Directors shall be held any
place in the State of Florida which has been designated
from time to time by consent of the majority of the
Board. All members in good standing are eligible to
attend all the Board meetings but are not allowed to
vote. |
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| SECTION 6: Regular Meeting – The Board of
Directors shall hold at least three (3) regular meetings
during each fiscal year. |
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| SECTION 7: Special Meeting – Special meetings
of the Board of Directors for any purpose may be
cancelled at any time by the President or by any three
(3) Directors, on notice of each Director of such a
meeting. |
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| SECTION 8: Notice – Written notice of the
time and place of 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 him/her at his/her address
as it is shown upon the record of the club. Notices must
be given, telegraphed or mailed at least ten (10) days
prior to any meeting. |
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| SECTION 9: Quorum – Five (5) members 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. |
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| SECTION 10: Adjournment – A quorum of the
Directors or officers may adjourn any Directors meeting
to meet again at a stated date, place, 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. |
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| SECTION 11: Attendance – Directors shall
notify the President as soon as practical if unable to
attend a Directors' meeting. |
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| SECTION 12: Fees and Compensation – Directors
shall not receive any compensation, fee or salary for
their services as Directors, but by resolution by 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, with prior approval
of the Directors. |
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| ARTICLE X |
| Powers of Directors |
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| SECTION 1: The Board of Directors shall have power
to: |
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A. Call meetings of the club when it deems
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 Florida for guidance and management
of the affairs of the Club. |
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B. Incur indebtedness, the terms and
amount 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 Secretary, shall be binding upon
the Club. |
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C. 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. |
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| ARTICLE XI |
| Contracts |
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| SECTION 1: 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 be general or special, and
unless so authorized by the Board of Directors, no
officer, agent or employee shall have authority to bind
the Club by any contract or agreement to any amount. |
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| ARTICLE XII |
| Inspection of
By-Laws |
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| SECTION 1: The Club shall keep in its principal
office the original or 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. |
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| ARTICLE XIII |
| Revenues |
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| SECTION 1: Dues – Membership shall be such as
fixed by the Directors from time to time. Dues for each
year shall be $20.00 (single) and $25.00 (family); the
definition of family being all persons living in the same
household. |
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| SECTION 2: Due Date – Dues shall be payable
on or before July 1 of each year and are delinquent
thereafter. Those members joining after December 31 shall
be prorated to one-half the annual fee. |
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| SECTION 3: Any officer or board member has tacit
approval to make an expenditure of $50.00 or less without
further approval of the Board. All expenditures of $51.00
to $100.00 require the approval of three board members,
in addition to the member requesting to make the
expenditure. All expenditures of $101.00 or more require
the approval of all nine members of the Board of
Directors. |
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| ARTICLE XIV |
| Amendments |
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| 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 (a quorum) of the active
voting members, either present or represented by a proxy
at an annual or special meeting. Proxies will specify
that not returning the signed ballot will result in an
affirmative vote. |
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| SECTION 2: Restrictions – Not less than one
(1) year must elapse between a meeting defeating a
proposed amendment or repeal and the new presentation of
the same, or substantially the same, amendment or repeal. |
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| ARTICLE XV |
| Disbandment |
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| SECTION 1: In the event of disbandment of the
Club, the Board of Directors will decide disbursement of
monies left in the Club treasury. |