Club Charter
East Coast Mustang Club, Inc. By-Laws
January 2010
ARTICLE I - NAME, ORGANIZATION PURPOSE AND ASSOCIATION
Section 1. The name of this organization shall be “East Coast Mustang Club, Inc.” (Hereinafter referred to as E.C.M.C.).
Section 2. E.C.M.C. is and shall be organized as a For-Profit Corporation in accordance with the laws of the State of
Section 3. The purpose of E.C.M.C. shall be to encourage and stimulate the preservation of and enthusiasm in Ford Mustangs and Shelby Mustangs from the model year of 1964 ½ up to and including the current model year; to serve the legitimate interests of Mustang and Shelby Mustang owners and enthusiasts; to provide legitimate action in opposition to legislation, enactment of regulations, or adoption of burdensome taxation contrary to the best interests of Mustang and Shelby Mustang owners and enthusiasts; to provide a medium for the exchange of Mustang and Shelby Mustang information and mutual assistance; to develop and foster a fraternal spirit among Mustang and Shelby Mustang owners and enthusiasts and other car enthusiasts; and to perform all lawful functions reasonably necessary and desirable for the success of E.C.M.C. and in the General Public Interest.
Section 4. E.C.M.C. intends to become a charter member of the Mustang Club of America and such association shall continue for so long as it is deemed by the Membership of E.C.M.C. to serve the purposes set forth hereinabove. Such association may be terminated only upon a vote of two-thirds of all of the Active Members of E.C.M.C. at a meeting convened to consider such termination. No such vote shall be valid or binding unless approved by a majority of active board members in good standing. Active board members in good standing will vote should the two-thirds membership elect to disassociate with the Mustang Club of America. Should two-thirds of the Active Membership not attend or elect to participate in such meeting, the Board will convene; render its decision by a majority vote.
ARTICLE II - MEMBERSHIP
Section 1. Individual and Family memberships shall be permitted upon the appropriate payment of dues. Payment of dues shall entitle members to voting rights as stated in Article II; Section 8.
Section 2. Attendance at E.C.M.C. meetings and contributory participation in E.C.M.C. functions is strongly encouraged and is considered an obligation to hold an Officer’s or Board of Director’s position. If for any reason a Board Member is unable or unwilling to attend two (2) consecutive monthly meetings and has not notified the Board of his/her inability to do so, the Board will hold an emergency meeting, including the Board member in question. During the emergency meeting, the Board will determine if the Board member is unable or unwilling to serve the remainder of his/her elected term. The Board member in question may of his/her own free will elect to step down, allowing the Board to vote on and appoint a designate to serve out the remainder of his/her term.
Section 3. No individual or family may hold Membership unless the appropriate dues for that membership have been paid in full as stated herein; and in a timely manner and no individual or family may attend or participate in E.C.M.C. meetings or functions or exercise any vote for so long as dues remain in arrears. Persons or families in arrears in dues payments may regain Membership only upon payment of all arrearage. Membership dues are required within 10 days of the annual anniversary due date. Members will have no more than 30 days total after membership due date to cure dues in arrears. On the 31st day members shall be considered in violation of club rules set forth herein, will be immediately be terminated from E.C.M.C and be required to surrender stock and any other E.M.C. information/property obtained during membership period.
Section 4. E.C.M.C. does not condone or practice discrimination and neither membership nor full participation in E.C.M.C. shall be denied any person by reason of race, religion, gender, national origin, age or any other discriminatory basis. E.C.M.C. does require ownership of a qualifying vehicle set forth in Article I, Section 3.
Section 5. Either individual or family Membership may be terminated for conduct deemed detrimental to the best interests of E.C.M.C. or contrary to those purposes of E.C.M.C. set forth in Article I. An allegation as to such conduct may be made by any member in writing and shall be submitted to the Board of Directors who shall promptly conduct an appropriate investigation of same and report upon such investigation to the members present at a regular meeting of E.C.M.C. Said report shall contain recommendation by the Board of Directors as to whether Membership shall be terminated. Such recommendation shall then be voted upon by the members present and voting at said meeting and, if carried by a majority vote, said Membership shall thereupon be terminated. Non-payment of dues shall be promptly reported to the Board of Directors by the Treasurer and shall be a per se basis for termination and shall be so recommended by the Board of Directors for vote as hereinabove provided. Upon termination the member so terminated shall immediately return all E.C.M.C. property to the Board of Directors.
Section 6. An individual or family terminated as above may not again apply for reinstatement as a member for at least one year following such termination and then only if all property of E.C.M.C. held prior to the termination has been returned and all dues owed in arrears at the time of termination are paid in full. The conduct of the individual or family which led to the termination may legitimately be considered again in passing upon any such application for reinstatement as a member.
Section 7. Because of the added costs involved, Membership in the Mustang Club of America shall not be required as a condition of Membership in E.C.M.C. However, membership in the Mustang Club of America is strongly encouraged for all E.C.M.C. members and shall be deemed required as a condition of being an Officer/Board Member of E.C.M.C. as hereinafter provided.
Section 8. Minimum age for membership in E.C.M.C. shall be 16 years of age. Family members under 18 years of age shall be considered members, but will not have voting rights. Any person covered under a family membership must, at the age of 18, establish individual membership. A person of 16 or 17 years of age may opt to establish an individual membership and receive full rights of membership, except that of minimal age to hold an office as stated in Article IV Section 3.
Section 9. Any applicant for membership in E.C.M.C. must own a vehicle consistent with the terms stated in Article I, Section 3. After application, acceptance and membership, a member in good standing as stated herein, for any reason, no longer owns a qualifying vehicle as required to be member of E.C.M.C., shall be permitted to continue as a member of E.C.M.C., so long as the member remains in good standing
ARTICLE III - MANAGEMENT
Section 1. The affairs of E.C.M.C. shall be managed by the Officers/Board of Directors as hereinafter set forth except insofar as action by vote of the Membership is required as set forth in these By-Laws.
ARTICLE IV - OFFICERS/BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of five (5) members, four current elected officers, plus the immediate past President. If the Past President is unavailable or unwilling to serve; or whereas the board’s decides by vote that the past President is either unfit; may or may not act in the best interest of E.C.M.C. the board will immediately act to appoint the acting fifth board member to serve for a period of two (2) years or serve out the balance of the past President’s term as contained herein, whichever comes first. One person shall hold each of the following offices: President, Executive Vice President, Vice President, Secretary and/or Treasurer. In so far as one member serves as Secretary/Treasurer their vote shall count as one vote in any and all sessions. These offices require the individual to be at least eighteen (18) years of age when elected to office, and a member in good standing of E.C.M.C. for at least one year prior to holding an Officers/Board of Directors position and be a member of the Mustang Club of America. One person may hold multiple offices, hence the Board of Directors may consist of fewer than five (5) members.
Section 2. The Officers shall have the following authority and responsibilities:
A. The President shall preside at all meetings of the general membership and of the Board of Directors; he/she shall create such committees as he/she deems appropriate (except insofar as standing committees are created by these BY-Laws) and he/she shall appoint from the Membership such persons as the President deems necessary to perform the function(s) of said committees; he/she shall be a member of each and every committee of E.C.M.C. and the President may or may not be chairperson of each such committee; he/she shall be the spokesperson for E.C.M.C. unless he/she shall appoint another member to act in his/her stead; and he/she shall perform such other duties as may reasonably be required of the Chief Officer of such organization. The President shall hold the position of and perform all duties and responsibilities of Chairman of the Board.
B. The Executive Vice President shall share responsibilities with the Vice President .The Executive Vice President shall be prepared at all times to assume the duties of the President and shall do so at any time the President shall be unwilling or unable for any reason to fulfill those duties. Should the Executive Vice President be unable to assume the duties of the President on a temporary or permanent basis then the Vice President will assume the duties and serve as President until the current term of President expires and new elections are held.
C. The Secretary shall keep the books and records of E.C.M.C. except for those financial books and records maintained by the Treasurer; he/she shall keep and maintain the minutes of all meetings of the Membership and of the Board of Directors; and he/she shall be responsible for the prompt and appropriate handling of all incoming and outgoing correspondence.
D. The Treasurer shall be responsible for the receipt of all funds coming to and/or due to E.C.M.C. and for the disbursement of all monies properly to be expended on behalf of E.C.M.C.; he/she shall maintain books of account in proper form and according to generally accepted accounting principles; he/she shall report upon the current state of the finances at each meeting, if necessary or on quarterly basis of E.C.M.C. and at such other times as may reasonably be demanded by the Board of Directors and/or the Membership in such manner and form as may be set by the Board of Directors; he/she shall present the financial books and records at such times and places as may be directed by the Board of Directors and he/she shall stand prepared to explain and answer appropriate questions pertaining to same during such audit(s); he/she shall maintain the funds of E.C.M.C. in such bank or depository as is directed by the Board of Directors; and he/she shall withdraw sums only as directed by the Board of Directors and/or the Membership.
E. The Membership Chairperson shall maintain a current roster of members of E.C.M.C.; he/she shall receive and process for action by the Board of Directors and/or the Membership new applications for Membership; and he/she shall perform such other duties pertaining to new Membership as are assigned by the Board of Directors and/or Membership of E.C.M.C. The Membership Chairperson shall also be responsible for maintaining appropriate membership records and for the collection and recording of membership dues for members of E.C.M.C. All proceeds shall then be turned over to the Treasurer for deposit in the E.C.M.C. treasury.
Section 3. The Officers/Board of Directors shall be elected every two (2) years for a term of two years, said election to occur at the December meeting of the Membership of E.C.M.C. on the anniversary of the two year term. No person shall be made a nominee for an Officers/Board of Directors position unless that person has been a member in good standing of E.C.M.C. for at least one (1) year prior to being nominated and shall be at least eighteen (18) years of age. Officers/members of the Board of Directors may be nominated by motion of any member and if the motion receives the second of any other member, the nomination may be voted on by the Membership and the nominee receiving the most votes of those members present and voting shall be declared elected. The first office to be up for election shall be that of President, to be followed by Executive Vice President, Vice President, Secretary, Treasurer.
A person not successful as a candidate for one office may be nominated for a subsequent office. At such election each member in good standing shall have one vote for each office being voted upon. No person may be a nominee for Officer/member of the Board of Directors unless that person is a member of E.C.M.C. Every person elected as an Officer/member of the Board of Directors shall be or shall agree at his/her own expense to become a member of the Mustang Club of America. This membership fee for the Mustang Club of America shall be reimbursed to the elected Officers/Board of Directors during his/her term of office upon appropriate proof of payment to MCA. No person may assume office without having taken such steps as are necessary to achieve such Membership in the Mustang Club of America.
Section 4. Those newly elected Officers/members of the Board of Directors shall take office effective January 1st, immediately following and shall continue to serve until December 31st of that year and the year after. In the period following the election and before the newly elected officers take office the outgoing officers/Board of Directors shall be responsible for transferring all books and records to the incoming officers/members of the Board of Directors and for providing such information, instruction, and assistance as may be necessary and proper to assure a transition that is in the best interest of E.C.M.C..
Section 5. Quorums:
A. A quorum of the Officers/Board of Directors shall consist of the President (except when the Executive Vice President or Vice President is acting in the President’s stead) and three other Officers/members of the Board of Directors, and no action may be taken at any meeting of the Officers/Board of Directors except upon the formulation of a quorum.
B. A quorum of the Board Membership shall consist of three (3) Board members in good standing and no action may be taken at any meeting of the Membership except upon the formation of a quorum.
Section 6. The President shall not have a vote at either meetings of the Officers/Board of Directors or of the Membership except to break a tie.
Section 7. Should a vacancy occur among the Officers/Board of Directors during their term in office, a replacement shall be selected by majority vote of the remaining Officers/members of the Board of Directors from the Membership of E.C.M.C. unless stated herein. That person so selected shall serve to fill that vacancy only during the remainder of that term although nothing herein shall preclude that person from thereafter duly being nominated and elected to that office.
Section 8. All actions of the Officers/Board of Directors shall be upon majority vote of those Board Members present and voting.
ARTICLE V - MEETINGS
Section 1. The Officers/Board of Directors shall meet at such times and places as shall be determined by the Officers/Board of Directors provided the Officers/Board of Directors shall meet:
A. At any time called upon to do so by the President;
B. At any time called upon to do so by any three other Officers/members of the Board of Directors
C. A minimum of once during the term of such Officers/members of the Board of Directors.
Section 2. The Membership of E.C.M.C. may meet either in regular or special meetings as follows:
A. Regular meetings of the Membership will be held once each month at such date, time, and place as shall be set by the Board of Directors. The agenda for regular meetings will be set by the President and that agenda will be met before any other business is brought before the Membership at regular meetings.
B. Special meetings of the Membership may be called by the President, by majority of the Board of Directors or by any five (5) of the members of E.C.M.C.. The purpose, date, time, and place of such special meeting shall be stated in a written notice to be sent to each member of E.C.M.C. at least ten (10) days in advance of such special meeting. The President shall preside over such special meeting and the only business that may be conducted at such special meeting is that contained in the purpose stated in the notice for such meeting.
ARTICLE VI - MEMBERSHIP DUES
Section 1. It shall be a condition of Membership that all dues shall be paid in full in a timely fashion. No person may vote, hold office, or participate in any functions of E.C.M.C. unless and until all dues are paid in full.
Section 2. Annual dues for individual and family memberships shall be proposed by the Board of Directors to the Membership and shall be put into effect by majority vote of the Board Membership.
Section 3. Annual dues shall cover a term of one year, except as applied for new members joining for a partial year. New members shall pay the full annual dues amount, regardless of when they join. However, new members joining for a partial year will receive a membership period as follows:
New members that join and pay dues within the month of December of any year will be entitled to 13 (thirteen) months of membership and those dues will apply to the subsequent or following year. Their dues will then coincide with the January 1st due date of the collective membership, be due and payable in accordance with the terms regarding membership due date set forth herein, regarding annual dues.
Section 4. Annual dues are due on the day before the first day of the fiscal year, and are in arrears if unpaid after that date. Members as stated herein; have a 30 day grace period to cure arrears. Annual dues may be paid at any time prior to that date. New member dues can be paid at any time, resulting in membership per the schedule stated in Article VI; Section 3.
ARTICLE VII - FISCAL YEAR
Section 1. The fiscal year of E.C.M.C. shall commence January 1st of each year and shall end December 31st of the following year.
ARTICLE VIII - AMENDMENTS TO BY-LAWS
Section 1. These By-Laws may be amended only upon motion of a Board Member in writing stating precisely the proposed amendment in the wording sought to be adopted. This motion must be seconded by three (3) other Board Members of E.C.M.C. The motion for amendment may not be voted on at the meeting in which it was moved but, rather shall thereafter be set forth verbatim in the next meeting or communicated to the general membership verbally, written, digital media or any means of generally accepted binding communication.
Section 2. The proposed amendment to the By-Laws shall be adopted upon a vote of the majority of Board Members present and voting at the meeting set for such vote. If adopted, notice of the adoption of the Amendment with a verbatim statement of the Amendment will be set forth either at the next monthly meeting and/ or by generally accepted binding communication or posted on the club website.
ARTICLE IX – ACTIVITIES/MEMBERSHIP CONDUCT/RESPONSIBILITIES
Section 1. E.C.M.C. may at the direction of either the Officers/Board of Directors or the Membership, engage in activities or projects in furtherance of the purposes of E.C.M.C. and may charge a fee or assessment therefore, or may ask the participating members to pay their own costs and expenses without reimbursement by E.C.M.C.
Section 2. For any activity or project involving use of Ford Mustangs and/or Shelby Mustangs said vehicles should have appropriate registration and inspection, and adequate liability insurance in accordance with all applicable State law.
Section 3. With respect to any activities or projects in which E.C.M.C. or its members engage there is to be strict compliance with all laws, rules and/or regulations, not only of the nation, state or municipality, but, also of any organization with which E.C.M.C. may participate.
Section 4. While members generally keep their vehicles in above average condition, the board reserves the right to temporarily suspend any member whose vehicle(s) that may pose a safety threat to the member(s) or the membership, until the fault is corrected and proven to the Board. Once the fault has been corrected and observed by the board and said fault has been corrected to the Board’s satisfaction, the member shall be re-instated to member in good standing status. The Board does not represent itself as an expert or professional in the Automotive Industry however, the Board’s judgment shall be made solely upon common sense and practical knowledge of automobiles and safety.
Section 5. Each member and Board Member(s) of E.C.M.C. are representatives of the club in the public forum, therefore members are expected at all times to be aware that his/her actions are a direct reflection upon E.C.M.C., the membership, The Board of Director’s and are required to conduct themselves accordingly. Any member of E.C.M.C. has the right and obligation to E.C.M.C., to file a formal complaint in writing to the President or any Board Member of any action(s) observed, that a member in his/her opinion has behaved in an unacceptable manor during the course of club activities. The Board upon receipt of a formal written complaint from member(s) shall act in an expeditious manner to conduct an investigation and place the member in question on temporary suspension until the investigation has been completed. When a member is placed on temporary suspension, said member may not attend any E.CM.C. event(s). Upon completion of the investigation, The Board will determine if any further action is required, dismiss the member or restore the member to “Member in Good Standing Status”.
