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Mustang Owners
Club of Austin By-Laws
Revised: September, 2008
(revisions to
previous are indicated by underline)
ARTICLE I
NAME, PURPOSE,
AND EMBLEM
Section 1. The
name of this organization shall be the Mustang
Owners Club of Austin, Inc. (hereinafter
referred to as " MOCA " )
Section 2. The organization's
purpose shall be:
a.
To
promote and encourage the ownership, operation,
preservation, and restoration of all model years
of the Ford Mustang and other Ford enthusiast
vehicles.
b.
To arrange and manage events for the enjoyment
of its members, and/or to generate income for
MOCA or a designated charity.
c.
To develop and provide technical information of
interest to its members.
d.
To promote community involvement by its members
through financial and in-kind donations, and
volunteerism.
Section 3. The
organization's emblem shall be a silver
galloping Mustang on a red, white, and blue bar,
(standard Mustang emblem) on a transparent
circular background with blue border with the
words Mustang Owners Club of Austin, Texas, in
blue, as set forth below.
ARTICLE II
AFFILIATION
This organization
may be affiliated with the Mustang Club of
America (hereinafter referred to as " MCA " )
or other national or international
Mustang-related organizations. Entering into and
maintaining such affiliation(s) shall be
determinations made by the Board of Directors.
ARTICLE III
MEMBERSHIP AND
DUES
Section 1.
Application - Membership in the club shall be
open to owners of Mustangs / other Ford
enthusiast vehicles and others interested in
furthering the purpose of the club. Members must
be 18 years of age or older or join with a
parent or legal guardian. Annual dues shall
be paid upon application for membership. Members
of a family will be considered as a joint
membership. Applications may be submitted to any
officer.
Section 2.
Classes of Membership - (a) Regular--any Mustang
and other Ford enthusiast vehicles
owner/enthusiast who is current on his/her dues
and fees and who is in good standing as a member
of the club is entitled to the privileges of
membership. (b) Life Member--a life membership
in the organization may be granted by a
unanimous vote of the officers. This individual
will have all the rights and privileges of a
regular member for life without requirement to
pay annual dues. (c) Sustaining Member--
With the approval
of the Board of Directors, a
business may become a member of the club by
paying an annual membership fee.
Section 3. Dues
and fees - Dues for all members shall be $25 per
year, payable during January of each year.
Dues for renewing members who are also members
in good standing of the Mustang Club of America
shall be $20.00 per year, or shall be reduced by
$5.00 if dues are pro-rated. New member
applications shall be accepted during any month
if submitted with a $25.00 payment; the
following January, a prorated payment calculated
at the rate of $2.00 per month, beginning with
the month following the application month and
calculated through December of the new year,
will be due. Membership packets will be sent
after payment of dues.
Section 4. The
Membership Chairperson, at his or her
discretion, may suspend any member whose dues
are in arrears. A member suspended for
non-payment of dues may, within one year of
suspension, reinstate membership by paying back
dues. Members suspended for non-payment of dues
beyond one year of the suspension must make an
application for new membership.
Section 5.
Suspension and Expulsion from Membership - Any
member may be suspended or expelled at any time,
without advance notice, for misconduct or for
any other cause voted by a majority of the club
officers. The suspended or expelled
member shall thereafter be entitled to a
reasonable opportunity to be heard, by the
officers, concerning the misconduct of which
he/she has been accused. The decision of the
officers may be appealed to the Board of
Directors.
Section 6.
Resignation - A member may resign by letter
addressed to the Membership Chairperson. His/her
resignation shall be effective upon receipt, and
all dues shall be forfeited.
ARTICLE IV
GOVERNMENT
Section 1. MOCA
shall be governed by a Board of Directors
comprised of the President of MOCA, the Regional
MCA Director if MOCA is affiliated with MCA or
the MOCA Secretary if not, and three bi-annually
elected regular or life MOCA members who are in
good standing. If MOCA is affiliated with
MCA, then all Board members are required to be
members of MCA in good standing.
Section 2. The
duties of the Board of Directors (hereinafter
referred to as " the Board " ) shall be as
follows:
1. To manage the
affairs of MOCA
2. To be familiar
with these bylaws and ensure their appropriate
application.
3. To provide
continuity in government of MOCA and to be an
advocate for the views of the majority of MOCA
members.
4. To acquire
resources, including but not limited to
finances, for MOCA and to manage those
resources.
5. To account to the
general membership, through the Treasurer, for
the management of funds.
6. To make decisions
involving potential liabilities for MOCA,
including commitments to outside entities in
connection with MOCA activities.
7. To commit to
MOCA’s community involvement through financial
support, in-kind donations, and volunteerism.
The Board may annually identify a charity or
charities to be the beneficiary of MOCA’s
efforts. The Board shall also encourage MOCA
members to donate time and to otherwise actively
support the identified charity or charities.
8. To remove
any officer or Board member who does not perform
his/her duties in accordance with these bylaws,
or who brings discredit to MOCA.
9. To act as
a court of appeal in any dispute involving a
MOCA member and MOCA actions or activities.
10. To
solicit, promote and sponsor the development of
new MOCA programs and monitor the same.
11. To review
these bylaws annually and to make
recommendations for changes to the membership.
The Board or a committee appointed by the Board
in January shall complete this
review during the 1st quarter of the year
January.
1. The committee
chairperson shall collect all inputs and arrange
at least one (1) meeting to consolidate the
proposed changes for a ratification vote by the
membership.
Section 3. The
Board shall meet a minimum of six (6) times per
year at times and places determined by the
President. In order to conduct business, a
minimum of three (3) Board members must be
present. The Board meetings shall be conducted
by the President. In the absence of the
President or in case of his/her death,
resignation or inability to act, his/her duties
shall be performed by the Vice-President. The
minutes of Board meetings shall be kept by a
Board member designated by the President, shall
be reviewed and approved by the Board at the
following meeting, and a permanent copy of the
minutes shall be given to the Secretary of MOCA
for archival.
Section 4.
Fiduciary duties of directors - Directors are
expected to conduct themselves with honesty,
good faith, and integrity as befits the office,
and to put the best interests of MOCA and its
membership above all other considerations.
Directors are also expected to remain active,
engaged, and participatory in the club’s
activities, to regularly attend general
membership meetings, and to attend a minimum of
four (4) of the six annual directors’ meetings.
Any breach of these expectations may result in
removal in accordance with § 7., below.
Section 5.
A Nominating Committee for the elected members
of the Board shall be selected by the members
present at the regular January meeting on odd
numbered years. The Committee shall consist of
at least three (3) regular/life members and will
submit at least one (1) nominee per board
position at the regular March meeting. Elections
will be held during March. All nominees must
accept their nomination prior to the election.
Section 6.
Board of Directors Term of Office- shall be two
years running from March to April on odd
numbered years for each of the 3 biannually
elected board of directors' positions.
Section 7.
Removal and Resignation. Any elected Director
may be removed for cause by a four-fifths (4/5)
vote of the Directors currently in office, at a
regular or special meeting of the Board.
However, no Board member may be removed from
office without a recommendation or charges for
removal first being presented in writing to the
Board for evaluation as to whether such charges
have merit. A simple majority vote of the board
members, excluding the elected officer charged,
will constitute the Committee's decision on
whether the charges have or do not have merit.
The elected Board member charged will be
notified of the charges for removal, the results
of the Board evaluation, and relieved of all
Board/Elected Officer duties until the Board of
Directors takes a final vote.
Section 8. Vacancies
- The President may appoint, with the approval
of a majority of the Directors, a member to fill
any vacant MOCA elected Director position. In
the event of a tie vote among the Directors, the
President must call for a special election for
the vacant position to be held at the first
general membership meeting following the meeting
at which the tie vote occurred. This election
will be held in accordance with the procedures
outlined in Section 4 of this Article.
ARTICLE V
OFFICERS AND
ELECTIONS
Section 1. The
officers of MOCA shall consist of the following:
President, Vice-President, Secretary, Treasurer,
Newsletter Editor, Events Chairperson,
Membership Chairperson, Car Show Chairperson,
Charity Fundraising Chairperson and, if MOCA
is affiliated with MCA, the Regional Director of
MCA.
Section 2.
Nominations - The Board of Directors will select
a Nominating Committee prior to the September
meeting. The committee will consist of at least
three (3) regular or life members and
will submit at least one (1) nominee per officer
position at the November meeting. Any member in
good standing can nominate a regular or life
member for office to the Nominating Committee or
at the November meeting prior to the elections.
All nominees must accept their nomination prior
to the election.
Section 3.
Elections - Will be held during November by a
simple majority of the voting membership present
at the scheduled general membership
meeting. Officers will be introduced at the
November meeting and they will take office
January 1 of the following year.
Section 4. Term
of Office - Shall be one (1) calendar year.
Section 5. The
President shall call for and conduct a minimum
of six (6) Officers’ meetings per year. In order
to conduct business, a minimum of six (6)
Officers must be present. When considered
necessary for coordination, the President may
invite the Board of Directors to attend
Officers’ meetings. Officers’ meetings, when
attended by Directors, shall not be considered
to be one of the required Directors’ meetings.
The minutes of Officers’ Meetings shall be kept
by the Secretary and shall be reviewed and
approved by the Officers at the following
meeting. The Secretary of MOCA shall archive a
permanent copy of the minutes.
Section 6.
President - The President shall preside at all
meetings of the members, meetings of the
Board of Directors, and meetings of the
Officers, and shall perform the duties
usually pertaining to the office of President
according to Robert's Rules of Order. In the
absence of the President or in case of his/her
death, resignation or inability to act, his/her
duties shall be performed by the Vice-President.
The President shall provide a written agenda to
the membership, the Directors, and/or the
Officers, as appropriate for the meeting type,
via email or US Postal mail, 3 calendar days
prior to meeting dates.
Section 7.
Vice-President(s) - The Vice-President(s) shall
assist the President in all activities of the
club and shall be in charge of the annual
December social event. In the absence of the
President, or in case of his/her death,
resignation, or inability to act, the duties
usually pertaining to that office shall be
performed by the Vice-President(s).
Section 8.
Secretary - The Secretary shall attend all
meetings of the members and meetings of the
officers to record all minutes and notes in a
book kept for that purpose. The Secretary shall
be responsible for all notices of special
meetings to all members as required by these
bylaws and shall perform all duties incident to
his/her office, required by law or by the
majority of the officers. The Secretary shall
submit all meeting minutes to the President for
review prior to submitting them for publication.
Only the minutes of the general membership
meetings shall be published in the newsletter,
however the Secretary shall make minutes of
Officers’ meetings and Directors’ meetings
available to any member in good standing upon
the member’s request.
Section 9.
Treasurer - The Treasurer shall keep
custody of all money, funds, and obligations
belonging to the club. He/she shall receive all
money of the club and deposit same in the club
account(s). The Treasurer, with the
approval of the President, shall sign all
contracts, checks, drafts, notes, or other
orders for payment of money in excess of $100 in
the name of the club. The Treasurer shall
give a report on the financial status of the
club monthly and if so requested, at
meetings of the officers. The Treasurer is
responsible for filing state and federal tax
reports, and paying all tax liabilities.
The Treasurer may, with the approval of the
Board of Directors, retain the services of a
Certified Public Accountant for tax consultation
purposes.
Section 10. Newsletter
Editor - The Newsletter Editor shall be
responsible for gathering news of club events
from any and all club members, and to publish
same in the monthly newsletter. It shall also be
the responsibility of this office to hold,
safeguard, and responsibly maintain MOCA’s
collection of all past newsletter issues. As a
minimum, one paper copy shall be kept of each
past newsletter; permanent electronic copies
(i.e. diskette or CD) shall be kept for all
issues which were originally produced
electronically. The Newsletter Editor may
appoint a committee for assistance.
Section 11.
Events Chairperson - Events Chairperson shall be
responsible for supervising club events and for
appointing a chairperson for each event. He/she
shall have the responsibility of appointing
rally and racing committees.
Section 12. Membership
Chairperson - The Membership Chairperson has the
responsibility of keeping an accurate list of
present members, also keeping tally of members
and guests attending general membership
meetings, and suspending members for
non-payment. Upon request, and with the
President’s approval, a membership list will
be made available to any regular or life
member in good standing. All such requests
must be made in writing to include the member’s
justification for requesting the list and
intended use.
Section 13.
Car Show Promotion Chairperson – The Car Show
Promotion Chairperson forms and heads a Car Show
Steering Committee(s) for all car shows
organized by MOCA. The Car Show Promotion
Chairperson also identifies other Central Texas
area car shows of interest to the membership,
provides information regarding the shows to the
membership, and coordinates with the Events
Chairperson to encourage membership attendance
at such shows. The Car Show Promotion
Chairperson shall provide car show details to
the Newsletter Editor and Webmaster for
publication, and to the Charity Fundraising and
the Events Chairpersons. The Car Show Promotion
Chairperson shall develop a budget and a
schedule for each car show organized by MOCA,
and shall provide regular status reports to the
Directors, either in writing or in person at
Directors’ meetings. The Car Show Promotion
Chairperson may request special meetings as
necessary with the Directors and/or Officers.
Section 14. Charity Fundraising
Chairperson - The Fundraising Chairperson is
MOCA’s liaison with the club’s designated
charity(ies). The Fundraising Chairperson shall
oversee the MOCA fundraising program, and shall
organize or assist in organizing fundraising
projects, coordinating with the Events
Chairperson and the Car Show Promotion
Chairperson to do so. The Fundraising
Chairperson shall recommend the annual club
fundraising goal to the Board of Directors, and
shall coordinate with the Treasurer to
accumulate, maintain custody of, and distribute
funds raised as directed by the Board. The
Fundraising Chairperson shall provide monthly
progress reports to the Board.
Section 15. Regional
Director of MCA (if MOCA is so affiliated) – The
Regional Director is the liaison between MOCA
and MCA. He/she shall report to the membership
on all communications received from MCA and
shall make recommendations to the Board
regarding actions to be taken to ensure MOCA’s
compliance with MCA requirements. The Regional
Director is a member of the Board and may hold
an additional office if so elected. The
Regional Director shall be responsible for
mailing a copy of a list of Club members, as of
June 1, to MCA to be received by July 1 of each
year, including membership numbers for members
of MCA.
Section 16.
Assumed Officers - To provide the club with a
constant source of knowledge, any past officer
shall have the responsibility if called upon to
advise/council newly elected officers in their
same capacity.
Section 17.
Fiduciary duties of officers – Officers are
elected by the club members with the expectation
that the officers will carry out their duties
with responsibility, will conduct themselves
with honesty, good faith, and integrity as
befits the office, and will put the best
interests of MOCA and its membership above all
other considerations. Officers are also expected
to remain active, engaged, and participatory in
the club’s activities, to regularly attend
general membership meetings, and to attend a
minimum of four (4) of the six annual officers’
meetings.. Any breach of these expectations may
result in removal in accordance with § 18.,
below.
Section 18.
Removal and Resignation - Any officer may be
removed for cause by a four-fifths (4/5)
majority vote of the Directors at a regular or
special meeting of the Board. However, no
officer may be removed from office without a
recommendation or charges for removal first
being presented in writing to the Board for
evaluation as to whether such charges have
merit. A simple majority vote of the Board
members (excluding the charged officer if he/she
is also a director) will constitute the Board's
decision as to whether the charges have or do
not have merit. The officer charged will be
notified of the charges for removal, the results
of the Board’s evaluation, and relieved of all
his/her officer’s duties until the Board of
Directors takes a final vote. An officer may
resign at any time by giving written notice to
the Board of Directors or to the President. 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 19.
Vacancies - The President may appoint, with the
approval of a majority of the officers, a person
to fill any vacant MOCA officer position. In
the event of a tie vote among the Officers, the
President must call for a special election for
the vacant position to be held at the first
general membership meeting following the meeting
at which the tie vote occurred. This election
shall be held in accordance with the procedures
outlined in Section 2 of this Article.
ARTICLE VI
APPOINTED
TRUSTEES
Section 1. The
President shall appoint the following trustee
position, with the approval of the Board of
Directors: Webmaster.
Section
2. Qualifications – As this trusteeship requires
some technical expertise, the following shall be
the minimum qualifications: A responsible
person, who is an active member, and who is well
versed in current web authoring protocol, tools,
and software.
Section 3. Duties
of the Webmaster – Responsible for establishing
and maintaining the domain name, the
http://www.mocatx.com
website, Club email accounts and all related web
material, and for retaining secondary (backup)
electronic copies of newsletters. The Webmaster
may appoint a committee of members for
assistance (e.g. development, forum moderators,
etc.). The Webmaster has the authority and duty
to ban forum contributors for such offenses as
posting inappropriate material, engaging in
hostile exchanges with other contributors,
commercial use of the forums, or other
activities which do not serve MOCA’s best
interests.
Section 4. Term
of appointment – The Webmaster shall be
appointed annually to coincide with the
President’s term, and the appointment will be
announced at the January general membership
meeting. A mid-term replacement may be appointed
if required.
ARTICLE VII
GENERAL
MEMBERSHIP MEETINGS
Section 1.
Meetings – Meetings shall be held at least
bi-monthly in January, March, May, July,
September and November, but may be held
monthly at the President’s option. The
meeting shall be held at a time and place to be
determined by the club President. The meeting
shall include, as a minimum: an introduction and
welcome from the President (or other officer who
may be conducting the meeting in the President’s
absence), a Treasurer’s report, reports from
other officers as deemed appropriate by the
President, and announcements of annual goals or
a summary of all major annual goal achievements.
Section 2.
Special meetings - Special meetings of the club
may be called at any time by the President.
Notice of special meeting to members may be by
phone (48 hours prior to meeting) or by e-mail /
mail (5 days prior to meeting). Seventy percent
(70%) of members must have been contacted to
hold the meeting. The only business to be
conducted at a special meeting is that for which
the meeting is called.
Section 3. Quorum
- For any business to be conducted at any
meeting, a quorum consisting of at least ten
percent (10%) of the members in good standing
must be in attendance.
Section 4. Voting
- All action, except amendment of these By-Laws,
shall be by a majority of those present and
voting. These By-Laws may be amended by a
two-thirds (2/3) vote of the members present at
any meeting provided that a notice of the time
and place of the meeting has been sent via
U.S. mail to the last known address of each
member postmarked at least ten (10) days
prior to the date of such meeting. The MOCA
Newsletter, if mailed, can serve as
mailed notice. Voting by mailed ballot may be
allowed at the discretion of and in accordance
with rules prescribed by the officers. Voting is
limited to regular, and life members. Sustaining
members have no voting privileges. Each member
shall be entitled to one (1) vote upon each
matter submitted for a vote. If a family holds a
joint membership, they shall be entitled to two
(2) votes upon each matter submitted for a vote.
ARTICLE
VIII
FISCAL YEAR
The fiscal year
of the club shall be the calendar year.
ARTICLE IX
PERSONAL
LIABILITY
All persons or
corporations extending credit to, contracting
with, or having any claim against the club or
its officers shall look only to the funds and
property of the club for payment of any debt,
damages, judgment, or decree of any other money
that may otherwise become due or payable to them
from the club or officers, so that neither
members of the club nor the officers, past,
present or future, shall be personally liable
therefore. Each member shall be responsible for
reading and signing any applicable Release of
Liability form supplied by the club.
ARTICLE X
GENERAL TOPICS
Section 1.
Mustang Owners Club of Austin equipment shall be
stored in a location or locations designated by
the current President and an inventory
maintained.
Section 2. No
membership information shall be furnished to any
other organization or firm.
Section 3. A copy
of the current bylaws of the club shall be
provided to members upon request to the
membership chairperson.
Section 4. Once a
budget is approved by the Board of Directors
for any club-organized activity, any expense
overage will be the responsibility of the
activity chairperson, unless permission
to exceed the budget is obtained from two
(2) officers or the President. After the
Board of Directors approves the general
operating budget, any expense overage will be
the responsibility of the officer in charge,
unless permission to exceed the budget is
obtained from two (2) officers or the President.
Section 5. All
members requiring an expense reimbursement must
submit a copy of all invoices within 60 days of
invoice to the Treasurer.
Section 6. Each
year the officers shall appropriate not more
than $40 for the purchase of gifts for the
outgoing President.
Section 7. Each
year, not more than $350 total shall be
appropriated for the gifts for the outgoing
officers other than the President.
Section 8.
Flowers sent or donations made to a charity on
the death of a club member or a donation to a
member/member family in need of assistance shall
not exceed $100.00.
Section 9. These
By-Laws may be temporarily suspended at any time
upon a two-thirds (2/3) majority vote at a
regular or special meeting, for that meeting
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