Arizona Cougar Club. Arizona Cougar Club By-laws. Revision 7 Updated 3/1/2009 ARTICLE I SCOPE AND PURPOSE

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1 Arizona Cougar Club Arizona Cougar Club By-laws Revision 7 Updated 3/1/2009 ARTICLE I SCOPE AND PURPOSE Section 1: SCOPE The Arizona Cougar Club is a not for profit group of individuals and families who own or have an interest in 1967 through 1973 Mercury Cougar automobiles, hereafter referred to as "Classic Cougars." Mercury Cougar owners or enthusiasts of a vintage later than 1973 shall also be welcomed. Owners of other classic Mercury or Ford automobiles shall also be welcomed. Ownership of a Cougar is NOT required to join the club. Section II: PURPOSE It is the purpose of the Arizona Cougar Club to promote the preservation and enjoyment of Classic Cougar automobiles by planning and coordinating automotive-related events and social activities for Classic Cougar enthusiasts. Section 1: REVENUE POLICY ARTICLE II REVENUES It shall be the financial policy of the Arizona Cougar Club to operate on a cash basis. Normal operating expenses (i.e. newsletter costs or club activities) shall be funded by annual membership dues. Specific expenses associated with individual club events may be collected from participating members on an actual cost basis if required. Section 2: MEMBERSHIP DUES Annual membership dues shall be accepted by the Arizona Cougar Club in exchange for membership privileges, which shall be assigned to eligible individuals and families. Section 3: COLLECTION OF MEMBERSHIP DUES Annual membership dues shall be billed on a yearly basis, by an authorized representative of the Board of Directors, on the first day of January. Memberships shall be due and payable by the last day of the month of February. Members whose

2 membership dues are not received by the last day of February, shall be considered delinquent and subject to suspension. A reminder request letter shall be sent to all delinquent members prior to suspension. Notification and collection of membership dues is the primary responsibility of the membership director. Section 4: AMOUNT OF MEMBERSHIP DUES Annual membership dues are herewith established as $20.00 (USD) per family or person. The amount of the annual membership dues may be changed by the majority vote of a quorum (see Article IV, Section 3). The election to change the amount of membership dues may be conducted at a membership meeting or by mail, as deemed appropriate by the Board of Directors. For members that join mid-year, the dues should be $20, but the subsequent renewal costs for the following year, will be pro-rated at a cost of $5 less per quarter. Lifetime membership shall be granted to anyone willing to pay for 5 years of membership in advance or $100 (USD). Lifetime members will be tracked by the membership director. For those members that serve actively on the board of directors during a given year, the annual membership fee shall be reduced to $0.00 (USD) for that given year. This is to encourage members to actively volunteer to serve in the BOD capacity, and to provide a small form of compensation for many hours of service. For those members that serve as the Arizona Cougar Club president, for a least 2 consecutive years, a lifetime membership shall be granted, upon their retirement from the BOD. Previous presidents of the club should be regularly consulted to give input on the running of the club, and how to improve the club for future years. Section 1: MEMBERSHIP ELIGIBILITY ARTICLE III MEMBERSHIP To be eligible for membership in the Arizona Cougar Club, an individual or family must own or have an interest in Classic Cougar automobiles. The term "family" shall mean the adult members of a household. Section 2: MEMBERSHIP REQUIREMENTS The requirements to maintain a membership in good standing shall be: A. Payment of dues for the current 12 month membership period in a timely fashion.

3 B. Attendance or other form of participation in Arizona Cougar Club activities C. The signing of an annual Waiver of Liability club form. Section 3: MEMBERSHIP SUSPENSION Any member may be suspended from membership in the Arizona Cougar Club for nonpayment of annual membership dues by the collection deadline prescribed in these bylaws. Suspended members may be reinstated upon the receipt of all membership dues owed. Suspension and reinstatement shall occur at the discretion of the Board of Directors. The board of directors may grant an honorary membership extension for that year, to a particular member with special needs or circumstances, which have prevented the member from being able to renew their membership on time. The board will review these situations on a case by case basis. Section 4: MEMBERSHIP APPLICATION A membership application form shall be designed and approved by the Board of Directors. The membership application form shall be posted on the club s web site, such that the general public can access the form. Applicants for membership shall be considered only after providing all the information requested on the membership application form. The applications shall be reviewed for eligibility and approved or rejected by the Board of Directors. A majority vote of the Board of Directors shall be required for acceptance of a membership application. ARTICLE IV MEETINGS Section 1: ANNUAL MEMBERSHIP MEETING An annual meeting of the full Arizona Cougar Club membership shall be held on or about the month of April each year. Adequate notice (30 days in advance is preferable) shall be provided to the club membership, so they can plan to attend such meeting. Section 2: SPECIAL MEMBERSHIP MEETINGS The Board of Directors may call a special meeting of the membership at any time. The Board of Directors shall notify all members in good standing of a special membership meeting at least 14 days prior to the date of the meeting. Section 3: QUORUM

4 For voting purposes, a quorum shall be defined as at least 50% of the members in good standing. Family memberships shall be counted as one member for quorum purposes, regardless of the number of individuals comprising the family. Section 4: BOARD OF DIRECTORS MEETINGS The Board of Directors shall assemble to conduct the business of the Arizona Cougar Club at least once every calendar quarter, or 3 months. It shall be the responsibility of the Chair of the Board to arrange such meetings and provide Directors with adequate notification. Section 5: CONDUCT OF MEETINGS All meetings of the Arizona Cougar Club membership and Board of Directors shall be conducted in accordance with Roberts' Rules of Order. All such meetings shall be conducted by the Chair of the Board of Directors (see Article V, Section 4) or, in the Chair's absence, by a Director designated by the Chair. Only members in good standing shall bring business before the membership. Section 6: ELIGIBLE VOTERS Only members in good standing shall be eligible to participate in the voting process. Family memberships shall be entitled to one vote between all the individuals in the family. In the event the eligibility of a member to vote is in question, it shall be the responsibility of the Chair of the Board of Directors to rule on that person's eligibility. Section 7: OFFICIAL RECORD The Director responsible for publishing the newsletter (see Article V, Section 3 D) shall publish, either on paper or electronically, a timely report or minutes of all actions taken by the Board of Directors, along with other information pertinent to the operation of the Arizona Cougar Club in the newsletter. This director shall also maintain an archive of all issues of the newsletter, along with other documents as deemed appropriate by the Board of Directors. This archive shall be the official record of the Arizona Cougar Club. Section 1: GOVERNING BODY ARTICLE V BOARD OF DIRECTORS The governing body of the Arizona Cougar Club shall be a Board of Directors consisting of five members in good standing. It shall be the purpose of the Board of Directors to conduct the general business of the Arizona Cougar Club with responsibilities and authorities limited to those specified or implied by these by-laws.

5 Section 2: TERM AND ELECTION OF DIRECTORS The Board of Directors shall be elected for a term of twelve months by simple majority of a quorum and in accordance with the election procedures specified in these by-laws, or by the serving Board of Directors in the event that the number of ballots cast in accordance with the election procedures specified in these by-laws does not constitute a quorum. Section 3: DIRECTOR RESPONSIBILITIES Each Director shall have specific responsibilities as follows: A. The President shall be responsible for the duties assigned to the Chair of the Board of Directors as described in these bylaws. B. The Vice President shall be responsible for the duties assigned to the Chair of the Board in the absence of the President. He shall further assist the President as required to further the interests of the club membership. C. The Treasurer shall be responsible for the conduct of all financial business of the Arizona Cougar Club in accordance with the procedures specified in these by-laws, and within the laws of the state of Arizona. D. The Membership Director shall be responsible for conducting all business of the Arizona Cougar Club pertaining directly to the membership, renewals, membership information, updates, etc. E. The Communications Director shall be responsible for the publication of a monthly newsletter, notifications to the membership regarding club activities and shows, and the maintenance of the official record of the Arizona Cougar Club (see Article IV, Section 7) as specified in these by-laws. F. Any required number of Sub-Directors (reporting to the above directors) can be appointed by a majority vote of the directors, and shall share the responsibility for planning and coordinating events, car shows, club trips, photography, and all other projects as needed. The Board of Directors shall clearly assign specific responsibilities to these Sub- Directors as deemed as necessary. Section 4: CHAIR OF THE BOARD OF DIRECTORS The President shall serve as Chair of the Board. The responsibilities of the Chair shall be limited to those activities specified in these by-laws (see Article IV, Sections 4 & 5 and Article VII, sections 1 & 2). ARTICLE VI

6 ELECTIONS Section 1: NOMINATION OF DIRECTOR CANDIDATES Any member in good standing may be nominated for election as a Director. The nominating period shall be from January 1st to February 15th of each calendar year. Nominations must be made in writing or , and received by the Chair of the Board of Directors by February 16th. It shall be the responsibility of the Board of Directors to verify the eligibility of all nominees. Nominations may only be submitted by members in good standing. Section 2: BALLOTS The names of eligible members nominated to serve as Directors shall appear on a ballot provided with or in the March newsletter, which shall be mailed or ed to the membership prior to March 8 th each year. One ballot shall be issued to each individual and family membership in good standing. Votes shall be cast by mailing the ballots to the Chair of the Board of Directors via the club mail box, or submission to the club . All returned ballots must be postmarked no later than March 30th. Each ballot shall be numbered to insure accountability. Ballot numbers shall be assigned randomly and, to ensure a secret ballot, there shall be no record kept of the ballot numbers received by members. Section 3: ELECTION OF DIRECTORS All ballots received in accordance with the procedures described in Article IV, the Board of Directors shall count the ballots in accordance with section 2 of these by-laws at a meeting conducted for that purpose prior to the annual membership meeting. The Directors shall determine the validity of the election. If the directors deem the election valid, the eligible nominees receiving the greatest number of votes shall be the new Board of Directors. Section 4: ELECTION VALIDITY The election shall be considered valid if the total number of ballots cast in accordance with the procedures described in Article VI, Section 2 of these by-laws is equal to or greater than 50% of the number of members in good standing. Section 5: ALTERNATE ELECTION PROCEDURES Should the election be deemed invalid by the Board of Directors for the cause specified in Article VI, Section 4 of these by-laws, the Board of Directors shall select the new Directors from among the eligible nominees. In the event a tie would result in the election of more than five Directors, a tie-breaking method shall be selected at the discretion of the Board of Directors.

7 Section 6: ANNOUNCEMENT OF ELECTION RESULTS The names of the directors-elect shall be announced by the Chair of the Board of Directors at the annual membership meeting and printed in the newsletter published during the month of April. Section 7: SEATING OF ELECTED DIRECTORS The Directors-elect shall assume office on the first day of May, each year. At that time all responsibilities, authorities, and records of the Arizona Cougar Club shall be transferred to the new Directors. Section 8: VACANCIES ON THE BOARD OF DIRECTORS In the event of a vacancy on the Board of Directors, the vacancy shall be filled for the duration of their current term by an eligible member in good standing chosen by a majority vote of the Board of Directors. Section 9: RECALL OF DIRECTORS Any member of the Board of Directors may be recalled from office by a vote equal to or greater than 66% of all members in good standing. The motion to recall a Director shall be made at a membership meeting and the resulting vote shall be conducted at the same meeting. It shall be the responsibility of the Chair of the Board of Directors to determine the number and voting eligibility of members present at the meeting and to conduct the recall vote in accordance with procedures specified in these by-laws. Section 1: CONTRACTS ARTICLE VII CONTRACTS AND PURCHASES No Director, member, or agent of the Arizona Cougar Club may enter into any contract with a 3 rd party, or execute any instrument on behalf of the Arizona Cougar Club without specific written authorization and approval from the Board of Directors in the form of a Letter Of Representative Authority (LORA), which bears the signature of the Chair of the Board. Any properly authorized LORA shall authorize the named club officer to act on behalf of the general club membership by entering into contracts or agreements with any business entity with the express purpose of benefiting the club membership. Such authorization shall only be made by a majority vote of the Directors. Any LORA must have affixed upon it the signatures of the Chairman of the Board and at least two other officers. In the case where the LORA is specifically applicable to the Chairman of the Board, the signatures of at least three other Board members shall be required. Any issued LORA shall be considered valid from the date of original issuance. Any LORA shall cease to become effective when the Director to which it has been assigned is replaced

8 through normal election procedures, resigns, or is re-called in accordance with the provisions of Article VI Section 9 or a period of one year from the date of original issuance elapses, whichever occurs first. Any valid LORA shall have a maximum authorization dollar amount that shall be determined by a majority vote by the Board of Directors at the time of issuance. Section 2: CLUB PURCHASES / ACCOUNTING All club purchases or reimbursements for club expenses or purchases by members, which are exceeding $20, but less than $500, and that are to be made with funds from the Arizona Cougar Club treasury, will require approval from the Board of Directors by a majority vote of the Directors. Such approval can be done by or verbal. All club purchases or reimbursements for club expenses or purchases by members, which are exceeding $500, and that are to be made with funds from the Arizona Cougar Club treasury, will require approval from the Board of Directors by a majority vote of the Directors in writing or only. Such approval cannot be done verbally. Approval s should be retained for record purposes. All club purchases or reimbursements of less than $20, can be approved by the chair of the board of directors (president), or Treasurer individually without requiring other board member approvals. Multiple small reimbursements exceeding $20 per week, will however require approval of the board of directors majority. The club president and treasurer are the only members permitted to have access to the club s bank account and financial records. The club s financial accounting shall be done by the club treasurer, and be updated to the club members on a quarterly basis, either in the newsletter, or by separate or letter to them. If a significant amount of club funds are missing, and cannot be accounted for, the matter should be turned over to the local police. ARTICLE VIII AMENDMENTS TO THE BY-LAWS All amendments to the Arizona Cougar Club by-laws shall be by a majority vote of a quorum. Voting on such amendments shall be conducted at a membership meeting after a motion to amend a specific portion of the by-laws has been received by the Chair and duly seconded. ARTICLE IX ASSETS

9 Section 1: ASSIGNMENT OF ASSETS All moneys and assets of the Arizona Cougar Club shall be employed exclusively in the advancement of the purpose of the Arizona Cougar Club as specified in these by-laws. No other use or assignment of assets is allowed, with the exception of that specified in Article IX, Section 2 of these by-laws. The assets of the club should be tracked, and location of these items noted and reported and updated to the board of directors yearly. The responsibility of tracking and reporting of the club assets should fall to the Vice President. Section 2: DISSOLUTION OF ASSETS At the time of dissolution of the Arizona Cougar Club, all assets of the Arizona Cougar Club shall be donated to a worthy charity selected by a majority vote of the Board of Directors. Section 3: STORAGE OF ASSETS Club Property (for example table, chairs, signs, PA system, etc) that is purchased and owned by the Arizona Cougar Club, should be labeled as such, and shall be storage in a reasonable and safe manner. Club properties should be storage at any board of director s home. Club properties may be stored at any club member s home, providing that it is first approved by the BOD. An accounting of club property should be done on a yearly basis, at a minimum. Rev 7