MUSTANG CLUB OF HOUSTON
BY-LAWS

(Current as of January 1, 2008)

ARTICLE 1 - PURPOSE

To establish an organization to be known as the "Mustang Club of Houston" (Club) for owners and other persons with an interest in Mustang automobiles, to incorporate this organization as a nonprofit club, and to affiliate with the Mustang Club of America (Lithonia,Georgia) as the Houston Chapter.

ARTICLE 2 – OBJECTIVES

The objectives of the Club will be:

2.1 To preserve and maintain Mustang motorcars and 1965-70 Shelbys, starting with the initial models manufactured in calendar year 1964 and continuing through current models.

2.2 To serve as an accurate and technical source of information concerning these automobiles for the benefit of Club members, as well as the general public.

ARTICLE 3 - ORGANIZATION AND BOARD OF DIRECTORS

Club powers will be vested in a Board of Directors (board) elected from Club members in good standing.

3.1 The Board will consist of seven members.

3.2 The size of the Board may be changed by a three-quarter (3/4) majority vote of the Board members present at a properly called Board meeting. Changes to the Board's size, after approval by a two-thirds (2/3) majority vote of the Club members, will be implemented at the next general election.

3.3 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.

3.4 Board members will be elected for one (1) year terms from the general membership in each annual election. This not withstanding, an initial Board of Directors will serve until the first general election in 1993.

3.5 A board member must be a dues-paying member in good standing and be eighteen (18) years of age prior to election to the Board.

3.6 A vacancy will exist in the case of the death, resignation, or removal of any Board member. Vacancies 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 members) replaced.

3.7 Election will be held annually at the November meeting of the general membership. Any member in good standing may be nominated from the floor by another member. All voting members present and in good standing may cast votes in the election.

3.8 The Board of Directors must hold at least six (6) regular meetings during each fiscal year. Each Board member must be provided with a Notice of Meeting containing the date, time, place of meeting, and agenda at least three (3) days prior to the date of the meeting. Time must be provided on the agenda for Club members to address the Board.

3.9 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 24 hours written notice of the meeting must be provided to each Board member.

3.10 Regular meetings of the Board may be held at any place within the Houston (Texas) Metropolitan Area as designated from time to time by consent of a majority of the Board members.

3.11 Fifty-one (51) percent of the board members must be present to constitute a quorum for transaction of business, except to adjourn, as hereinafter provided.

3.12 A quorum of Board members may adjourn any Board meeting to meet again at a stated time, place, and hour, provided, however, that in the absence of a quorum, the Board members present, at any Board meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

3.13 Board members must notify the President as soon as practical if unable to attend a Board meeting. If a Board member fails to attend three (3) consecutive regular Board meetings, a three-quarter (3/4) majority of the Board members present at any Board meeting may declare the position vacant.

3.14 Board members will not receive any compensation, fee, or salary for their services as Board
members. A Board member may be reimbursed, upon receipt and approval of properly
documented requests by the Board, for expenses actually incurred and paid for the benefit of
the Club. Such reimbursement may not exceed $50.00 unless prior approval had been given
by the Board.

ARTICLE 4 - POWERS OF DIRECTORS

4.1 The Board will have power to 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 Texas.

4.2 The Board will have power to incur indebtedness, the terms and amount of which will be entered in the minutes of the Board, and the note or obligation, if any, given the same, signed officially by the President and Secretary, will be binding on the Club.

4.3 The Board may appoint other agents or committees, as it deems necessary, and may fill all temporary or permanent vacancies that may occur during the year (or until the next election) in any Club Board position.

ARTICLE 5 - OFFICERS

5.1 The elected officers of this club will be President, Vice-President, Secretary, Treasurer, two (2) Directors and MCA (Mustang Club of America) National Director. These officers will constitute the Board of Directors. Officers will be elected by the members at a general membership meeting as provided in these bylaws. Officers will assume their duties at the close of that meeting. Their terms will expire at the end of the general meeting at which their successors are elected.

5.2 A Publisher, Parliamentarian, Historian, and Event Coordinator will be appointed by the Board of Directors. These positions may be held by any member of the Club who meets the qualifications for a Director, but they will not have Board voting rights unless the appointee is also a Director.

5.3 Any elected officer may be removed for cause by a three-fourths (3/4) majority vote of the Board in office at that time at a regular or special meeting of the Board of Directors.

Other officers and committee chairmen appointed by the Board may be removed by a majority vote of the Board members present at any regular or special Board meeting.

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.

5.4 A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, will be filled by the appointment by the Board of Directors as prescribed in the By-Laws in Article 3, Section 3.6.

ARTICLE 6 - DUTIES OF OFFICERS

6.1 The President will be the chief executive officer of the Club and will, subject to the approval of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Club. The President will preside at all meetings of the Board and of the general members. The President will sign all contracts and other instruments in writing, provided, however, that all contracts and instruments in writing must first be approved by the Board at a regular or special meeting

6.2 The Vice-President will perform all the duties of the President in his/her absence, and when so acting will have all powers and restrictions as set forth above (6.1). The Vice-President will perform such other duties as from time to time may be prescribed by the Board, and will attend all their meetings.

6.3 The Secretary will attend all meetings of the members and Board, record the minutes of all meetings, and give notice of all such meetings. The secretary will compile copies of the minutes of all previous meetings and file them is such a way as to be available for reference during meetings and at other times.

The Secretary will have control of the valuable papers and books of the Club and the Seal of the Corporation. The Secretary will certify and file amendments and revisions of the By-Laws, with the official copy kept in the principal office, and will keep, or cause to be kept, a current register of all Club members.

The Secretary will at all times be subject to the control of the Board. In the absence of the Secretary from any meeting, the presiding officer will appoint a Secretary Pro-Tempore.

The mailing address of the Secretary will be designated as the Principal office of the Club, unless a different location is authorized by the Board.

6.4 The Treasurer will keep a correct accounting of the Club's business transactions. He/she will deposit all monies and other assets in a Club depository designated by the Board. He/she will disburse the Club funds as instructed by the Board and will provide the President and the Board a monthly accounting of the Club's assets. In no instance will any funds be disbursed in excess of $50.00, except by check drawn on the Club's depository and signed by two (2) of the elected officers. The Treasurer's records will also be open to examination at any time by any outside auditor or audit committee as the Board may appoint.

No obligation, debt or other liabilities will be incurred, or assets transferred, by the Treasurer without the specific approval of the Board.

6.5 The Parliamentarian will be present at all meetings of the Board and the members. He/she will advise in all areas of parliamentary law and contribute toward the proper order of business. The Parliamentarian will have available for reference at each meeting copies of the proper parliamentary authority, the Articles of Incorporation, current By-Laws, and such other documents and information as is necessary to carry out the proper order of business.

6.6 The Publisher is responsible for all phases of preparing the Club newsletter, including collection of articles, editing, printing, and distribution.

6.7 The Historian is responsible for maintaining all documents, including newsletters, scrapbooks, photographs, videotapes, and media coverage relating to the Club.

6.8 The MCA National Director is responsible for communication with the national offices of the Mustang Club of America.

ARTICLE 7 - MEMBERSHIP

7.1 There will be two types of memberships available in the Club.

Individual Memberships are available to any person 16 years of age or older interested in promoting the purpose of this Club. Individual memberships are renewable annually upon payment of the Club's dues. Members are entitled to all Club privileges, including the right to vote at membership meetings and hold office. An Individual Member's family members may participate in Club activities and meetings, but will not have voting privileges.

Family Memberships are available to an Individual Member's family members who reside at the same address and are 16 years of age or older. The Club may charge an additional fee that will be less than the cost of an Individual Membership for each family member. Family members will have the same rights as Individual Members, including the right to vote in Club elections.

Members who became affiliated with this Club on or before January 31,1993 are designated are Charter Members. This is an honorary distinction that carries no additional privileges. Charter members who rejoin the Club after an absence will have this classification retained in their membership records.

7.2 All persons holding Individual Memberships in the Mustang Club of Houston must also be members of the Mustang Club of America.

7.3 Applications for membership must submitted to the Secretary on an application form provided by the Club and accompanied by on year's dues.

7.4 Any member may resign upon written notification to the Secretary. Upon receipt of such

notification, the Secretary shall update the Club's membership records, notify the National Club

of the resignation, and note any outstanding indebtedness to the National or local Club. If any exists, the Secretary will note it on the Club's records to prevent readmission at a later date unless the indebtedness is cleared.

7.5 A member will be suspended by the Treasurer for non-payment of dues two (2) months after the member’s anniversary date. A member suspended for nonpayment may be re-instated upon of one year's dues. Suspended members will not be entitled to any benefits of privileges of club membership. Exception: Persons holding Family Memberships may allow their membership to expire and continue to participate in Club activities as a non-voting member of an Individual Member's family.

7.6 The Board will have summary power by a majority vote at any meeting to suspend or expel and terminate the membership of any member for conduct which violates any national or local law, or which, in the Board's opinion, disturbs the order, dignity, business, or harmony, or impairs the good name, popularity, good will, or prosperity of the Club, or which is believed likely to engender conduct in violation of these By-Laws or the rules and regulations of the Club which may be adopted at any meeting of such Board. The proceedings of the Board in such matters shall be final and conclusive. After the expiration of the time set forth in any suspension by the Board, the suspended member may petition the Board for reinstatement. A three-fourths (3/4) affirmative vote of all members of the Board present at any regular called meeting shall be required to approve such reinstatement.

ARTICLE 8 - CERTIFICATE OF MEMBERSHIP

8.1 Certificates of membership shall be of such form and device as the Board may from time to time select.

ARTICLE 9 - MEETING OF THE MEMBERS

9.1 The Club will hold a monthly meeting of the members.

9.2 A special meeting of the members may be called at any time by a majority vote of the Board. Notice of such meeting must be mailed to all members at least one (1) week prior to the date of the meeting.

9.3 Any monthly or special meeting of the members may be held at such time, place, and date as the Board of Directors selects.

9.4 At all meetings of the Club, members in attendance and in good standing will constitute a quorum entitled to conduct legal business of the assembly.

9.5 Each member in good standing will be entitled to one vote at any monthly or special membership meeting.

ARTICLE 10 - CONTRACTS

10.1 The Board, except as otherwise restricted in these By-Laws, 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. Such authority may be general or special, and unless so authorized by the Board, no officer, agent, or employee shall have any person or authority to bind the Club by any contract or agreement or to any amount.

ARTICLE 11 - REVENUES

11.1 Membership dues shall be $60.00 per year for Individual Members and $20.00 per year for additional Family Members. $40.00 of the Individual membership amount will be used to pay the Individual Member's dues in the Mustang Club of America.

11.2 Dues shall be payable when a member joins the Club, and thereafter at the 12-month anniversary of the member's affiliation. Dues are delinquent if not paid within one month of the member's anniversary.

11.3 If a new member is already a member of the Mustang Club of America, the membership dues collected the first year will be prorated to the expiration date of the new member's national membership, and that date will become their new anniversary date.

ARTICLE 12 - PERSONAL LIABILITY

12.1 Neither the members of the Club, the Board of Directors, or its appointees, present or future, will be hold personally liable for any claim, damage, or debt against the Club or its members.

12.2 No member of this non-profit club will have the right to individual proceeds from sale or use of Club assets or property.

ARTICLE 13 - PARLIAMENTARY AUTHORITY

13.1 The rules contained in the Seventh edition (1970) of Roberts Rules of Order, or any succeeding edition adopted by the Board, will govern the Club in all cases in which they are applicable and in which they are not inconsistent with these By-Laws.

ARTICLE 14 - INSPECTION OF BY-LAWS

14.1 The Club will 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 will be open to inspection by the members of the Club at reasonable times.

ARTICLE 15 – AMENDMENTS 'to BY-LAWS

15.1 The Board may adopt, amend, or repeal By-Laws. To become effective a proposed amendment or change must receive a majority vote of the Board members present at a regular meeting of the Board and a two (2/3) majority vote of the members present at the next regular membership meeting.

15.2 New By-Laws may be adopted, or these By-Laws may be amended or repealed, by a two (2/3) majority vote of the active voting members present at a properly called monthly or special meeting. Such changes may be presented to the membership by action of the Board as described previously (#1) or may be introduced by submission to the Secretary of a petition containing the names of at least twenty-five (25) per cent of the registered members of the Club. Proposals initiated by a petition must be presented to a membership meeting no later that two months after they were presented to the Secretary.

15.3 At least four (4) months must elapse between a meeting at which a proposed amendment or repeal is defeated and a new presentation of the same, or substantially the same, amendment or repeal.

ARTICLE 16 - FISCAL YEAR

16.1 The fiscal year of the Club shall begin on January 1 and end at Midnight on December 31.