By-Laws of the Front Range Mustang Club of Colorado, Inc.

Regional Chapter of the Mustang Club of America

Purpose and Classification:
Section 1: The general purpose of the Club, Incorporated as a nonprofit society and hereafter called the Front Range Mustang Club of Colorado, shall be to preserve and maintain cars of the years 1964 through present built Mustangs inclusive, and to serve as an accurate and technical source of information concerning these automobiles for the benefit of the members.

Section 2: Classification: A Mustang. This classification shall include any vehicle utilizing a chassis manufactured by the Ford Motor Company during the era from 1964 to present and incorporating a body which was of unique design, outstanding features and unusual factory custom styling.

Section 3: Regional groups are authorized to allow members in good standing with
the National Club to hold office, vote, and tour in the local club as they so deem.

Corporate Seal and Official Emblem:
The Front Range Mustang Club shall have as the official emblem, a facsimile of a Mustang running horse emblem superimposed on the red, white, blue and gold Colorado State flag with the words Front Range Mustang Club inscribed on the red "C" portion of the flag, the letters "MCA" in the upper right corner and the word "Colorado" in the lower right corner.
A. The offical emblem may be used and displayed by any member in good standing of the Front Range Mustang Club.
B. The offical club emblem is the property of the Front Range Mustang Club

The purpose of the Club shall be to encourage the acquisition, preservation and maintenance of the Ford Mustang and Shelby automobiles; to promote the enjoyment, fellowship and good will associated with this common interest. To meet the requirement and obligation necessary to maintain a charter as the Denver area Regional Group of the Mustang Club of America, hereafter referred to as the MCA.

Personal Liability:
Section 1: Neither the members of the Corporation, the Board of Directors nor Officers, present or future, shall be held personally liable for any claim, damage, or debt against the Corporation or its members.

Section 2: No Member of this nonprofit corporation shall have the right to individual proceeds of the Club assets or property.

Section 1: Qualification: Membership in the Front Range Mustang Club shall be open to all Mustang enthusiasts who meet the requirements listed in Section 2. Membership shall include the immediate family residing at the applicants address.

Section 2: Requirements: An applicant shall have twelve (12) months to meet the following membership requirements.
A. Have a Colorado Drivers License.
B. Pay all dues and fees as required by the Club.
C. After meeting the above requirements must be approved by the Board of Directors.

Section 3: Membership Classification:
A.Regular members - Regular members shall be any and all persons who meet the qualifications and requirements of membership as listed in this article.
B.Charter members - Charter members shall be those regular members who become affiliated with the Club on or before 12/31/1986.

Section 1: The Officers of the Club will be President, Vice-President, Secretary, Treasurer, National Director. Officers shall serve for one year or until their successor is elected.
A.Nominees for the Officers must be active members in good standing and an MCA member.
B.Officers will be elected by members of the Club by secret ballot at the November meeting.

Section 2: The Board of Directors shall consist of President, Vice-President, Secretary, Treasurer, National Director, OCC Representative, and Membership Chairman and Newsletter Editor.

Section 3: 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 and the Articles of Incorporation. A vacancy or vacancies shall be filled by 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 until his successor is qualified and elected.

Section 4: Past President (Board): May stay on Board up to one year at his/her descretion.

Duties of the Officers:
Section 1: President: The President shall be the Chief 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. He shall preside at all meetings 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.

Section 2: Vice-President: The Vice-President shall perform all the duties of the President in his absence, 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 prescribed by the Board of Directors, and shall attend all their meetings.

Section 3: Secretary: The Secretary shall attend all meetings of the members and Board of Directors, record the minutes of all meetings, keep or cause to be kept, a current register of members, give notice of all meetings of members, and keep the Seal of the Corporation in safe custody. He 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 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.
A.Minutes of the meeting of the Board of Directors will be compiled and duplicated by the Secretary following each meeting and copies distributed to all Board Members.
B.The Secretary shall compile copies of the minutes of all meetings filed in a way as to be available for reference during meetings and at other times.

Section 4: Treasurer: The Treasurer shall keep a correct accounting of the Club's business transactions. He shall deposit all monies and other assets in Corporation depository as may be disignated by the Board of Directors. He shall dispurse the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President and Board of Directors an accounting of the Corporation's assets and liabilities when they request such information. No obligation, debt, or other liabilities shall be incurred by the Treasurer with specific approval of the Board of Directors.

Board of Directors meetings shall be held at such time and place and date as the Board of Directors shall select. This may be once a month, once a quarter or what is deemed necessary.
General meeting of the members shall be on the second Friday of each month at 8:00 at the Southwest Bank unless otherwise notified by the Board of Directors.

Corporate Powers:
The Corporate Powers of this Club shall be vested in a Board of eight (8) Directors, who shall be Active voting members in good standing. Four (4) directors and or Officers constitute a quorum for the transaction of business.

Board of Directors:
Section 1: Election of the Term: The Board of Directors shall consist of eight (8) members elected from the Active members in good standing. No member shall be nominated until a seat has been declared vacant. The term of office shall be one (1) year from and after election or until a successor shall have been elected.

Section 2: Nominating Committee: The nominating committee shall be appointed by the President from the Board of Directors, and shall prepare a ballot from the Active membership to be voted on at the November meeting by all Active members present.

Section 3: Special Meeting: Special meetings of the Board of Directors for any purpose may be called at any time by the President or by any four (4) Directors, on notice of each Director of such a meeting.

Section 4: Attendance: Directors shall notify the President as soon as practicable if unable to attend a Directors meeting.

Powers of Directors:
The Board of Directors shall have power to call meetings 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 Colorado, 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.

Parliamentary Authority:
The rules contained in the current edition of "Roberts Rules of Order" shall 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.

Certificate of Membership:
Certificates of membership shall be of such form and devide as the Board of Directors may from time to time elect.

The Board of Directors, except as the By-Laws or Articles of Incorporation 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 Corporation, and such authority may be general or special, and unless so authorized by the Board of Directors, no Officer or agent shall have any person or authority to bind the Corporation by any contract or agreement or to any amount.

Inspection of By-Laws:
The Corporation shall keep in its possession 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: DUES: Membership dues shall be such as suggested by the Board of Directors and voted on by the Active membership.

Section 2: Dues shall be due by January 1 each year. Dues shall be considered delinquent February 1. New members shall pay on a pro-rated fee the first year and yearly by January 1 after that. Only members in good standing can vote and only members in good standing can hold office.