ARTICLE 1: NAME AND OBJECTIVES

Version Date: 8-14-06 THE CLASSIC AUTOMOTIVE RESTORATION SOCIETY CONSTITUTION Section 1 NAME ARTICLE 1: NAME AND OBJECTIVES The organization, club, governed by this constitution is named "The Classic Automotive Restoration Society" and may be referred to hereafter and in other proceedings and records as the C.A.R.S. Section 2 INCORPORATED The C.A.R.S. is a nonprofit club organized under the laws of the State of Michigan, (State tax number). The C.A.R.S. club is a division under F.E.R.A. (Ford Employees Recreation Association). As a member in good standing, C.A.R.S. agrees to abide by all rules and regulations of F.E.R.A., participate in at least one F.E.R.A. sales program per year, and attend at least two general counsel meetings per year. Section 3 USE OF INCOME OR ASSETS Any income or assets of the C.A.R.S. shall not inure, in whole or in part, to the direct or indirect benefit of any individual and shall be employed only in the pursuit of the C.A.R.S. objectives as set forth herein. Section 4 OBJECTIVES The objectives of the C.A.R.S. are to support and encourage the restoration of special interest vehicles. ARTICLE 2: MEMBERSHIP Section 1 MEMBER SUBJECT TO THE C.A.R.S. RULES Acquirement and maintenance of the C.A.R.S. membership will be subject to the provisions set forth herein. Section 2 CLASSES OF MEMBERSHIP Membership in the C.A.R.S. may be Regular or Associate.

Section 2.1 Regular Membership All employees and retirees of Ford Motor Company, Visteon Corp. and the members of the immediate families of such employees or retirees can be regular members of the C.A.R.S. if they meet A- Plan eligibility. Section 2.3 Associate Membership Any member subject to regulation by the C.A.R.S. can be conferred associate membership status if otherwise ineligible for regular membership. There must be not more than 10% associate members within the C.A.R.S. Section 3 SUSPEND, EXPEL, CAUSE The membership of the C.A.R.S. or any division of the C.A.R.S. will be limited to those endorsing and fostering the objectives of the C.A.R.S.. Any act, whether of commission or omission, tending to obstruct, subvert or be otherwise injurious to the pursuit of the C.A.R.S. objectives, may be considered reasonable cause for suspension or expulsion. Section 3.1 Suspension / Expulsion of a Member The board of the C.A.R.S. will have the power to suspend or expel any Regular or Associate Member of the C.A.R.S.. A majority vote of the existing Board is required to enact such a suspension or expulsion. This must be done with membership knowledge. Section 3.2 Suspension / Expulsion of a Board Member of the C.A.R.S. The Regular Members will have the power to suspend or expel any Board Member of the C.A.R.S. A simple majority vote of the Regular Membership is required for such a suspension or expulsion. Section 3.3 Record of Action A written notice of aforementioned action will be incorporated into the C.A.R.S. permanent records. The record will include a complete account of all events having led to the final action. F.E.R.A. representatives must also be notified. Section 3.4 Appeal of Action A suspension or expulsion may be appealed to the Board. A 2

majority vote of the existing Regular Membership is required to re-enact a person's membership into the organization. Section 4 PERCENTAGE OF FORD EMPLOYEES 90% of total membership shall be Ford or Visteon employees or retirees. Section 5 VOTING Regular members of the C.A.R.S. are permitted to vote at general meetings. A majority vote of those members present is required to pass motions. Section 1 THE OFFICERS ARTICLE 3: OFFICERS The officers of the C.A.R.S. include, but are not limited to: President, Vice President, Secretary, Treasurer, and Membership Chairman. Section 1.1 C.A.R.S. Officers The office of President, Vice President, and Treasurer shall be limited to current or retires full time Ford Motor Company or Visteon Corp. employees. Section 1.2 Eligibility of Officers The office of Secretary and Membership Chairman shall not be limited to full time Ford Motor Company employees. Section 2 TERM OF OFFICE The Officers of the Association are elected for terms of one year, or until their successors are elected, effective at the time of installation in the office. Section 3 SUCCESSIVE TERMS Individual Member eligibility for each office will be limited to two years. Elections will be held during the May monthly C.A.R.S. meeting. Section 4 PRECESSION AND RANK 3

The order of precession, when applicable, and rank of offices is: First - The President Second - The Vice President Third - The Secretary Fourth - The Treasurer Fifth - The Membership Chairman Section 5 PRESIDENTS ABSENCE If the President is absent and thereby unable to fulfill the duties of their office, the Vice President will assume the duties of the Presidency until such absence is terminated. The Vice President will succeed to the Presidency if such absence is determined to be of a permanent nature and a Special Election will be called to fill the position of the Vice President. Section 6 ABSENCE OF ANY OTHER RANKING OFFICER In the absence of any ranking officer a designated representative of that officer shall fill and perform their duties until such time the position is filled. Designated representatives shall be chosen either by the officer in question, the President, or the Board. Section 7 PERMANENT ABSENCE If the absence of any officer, excluding the President, is determined to be of a permanent nature, then a Special Election will be called to fill that position. Section 8 DUTIES OF THE PRESIDENT The President is the chief executive officer and the chief administrative officer of the C.A.R.S., and the duties of this office will include: Section 8.1 Presiding Officer To preside as chairperson over all meetings of the C.A.R.S.. These meetings include, but are not limited to, General Membership and Board Meetings. Section 8.2 Call Meetings To effect the call for all meetings, general and special, of the C.A.R.S.. Section 8.3 Contracts 4

Authority to execute contracts or other instruments in the name of the C.A.R.S., upon approval and direction of the Board. Section 8.4 Co-Sign Drafts Authority to sign drafts in the name of the C.A.R.S., in the absence of the Treasurer or the Vice-President. Section 8.5 Emergency In an emergency, the President has the authority to carry out any duties of any other elected officer not present. Section 8.6 Appoint Committees The appointment of committees except as otherwise provided herein, in the C.A.R.S., or the resolution creating a committee. Section 8.7 Audit Committees The appointment of an auditing committee, to be composed of other than the C.A.R.S. members, for the purpose of auditing the C.A.R.S. accounts and assets at the end of the fiscal year. Section 8.8 Presidential Appointees Authority to appoint a person whose duties, assigned by the President, will not conflict with the duties or privileges of any other officer or member of the C.A.R.S.. Section 8.9 Suspension and Expulsion Hearings To preside at Suspension and Expulsion hearings. Section 8.10 FERA Meeting Representative Will be the designated C.A.R.S. representative, or will appoint one, at FERA meetings in the absence of the Vice President. Section 8.11 Meeting Location Responsible for providing a General Membership meeting location. Section 8.12 Successor Shall turn over to the successor, promptly upon retirement from office all records and supplies belonging to C.A.R.S. that are in their possession. 5

Section 8.13 Other Duties The performance of such other duties as may be provided for herein. Section 9 DUTIES OF THE VICE PRESIDENT Section 9.1 Assist with Presidential Duties Shall assist the President in the performance of their duties as may be required. Section 9.2 Presidents Absence Shall assume the unexpired term of the Presidency should the President for any reason be unable to continue their term. Section 9.3 Other Board Members Absence Shall, in the absence of the President, Secretary, Treasurer, or Membership Chairman, officiate in their steed or shall appoint someone to fill in for the absent Board Member. Section 9.4 Signing Checks Shall sign checks in the absence of the Treasurer or President Section 9.5 Schedule of Activities Shall develop a year-round schedule of C.A.R.S. Activities. Section 9.6 Reporting Events and Happenings Shall report C.A.R.S. General Membership meeting past events, future events, and happenings. Section 9.7 Successor Shall turn over to the successor, promptly upon retirement from office, all records and supplies belonging to C.A.R.S. that are in his possession. Section 10 DUTIES OF THE SECRETARY Section 10.1 Record of Meetings and Attendance 6

Shall keep a record of the proceedings of all meetings of the C.A.R.S. and record all names of those present at meetings. Section 10.2 Official Correspondence Shall conduct all official correspondence of C.A.R.S.. Section 10.3 File All Documents and Communications Shall file all documents, records, reports, and communications connected with the business of C.A.R.S.. Section 10.4 Notices of Board Meetings Shall send out notices of Board Meetings to all members of the Board. Section 10.5 Successor Shall turn over to the successor, promptly upon retirement from office, all records and supplies belonging to C.A.R.S. that are in their possession. Section 10.6 Document Suspension / Expulsion Records Shall receive all documents of evidence, etc., and record the proceedings of any suspension or expulsion hearing. Section 10.7 Presidents and Vice Presidents Absence In the event that the President is unable to complete their term of office and the Vice President is likewise unable to complete the term of President, the Secretary shall assume the Presidency for the unexpired term. The Secretary will also appoint officers to fill the vacant positions upon approval of the board. SECTION 11 DUTIES OF THE TREASURER Section 11.1 Custodian for Money and Securities Shall make all collections for the C.A.R.S., issue receipts and act as custodian for all money and securities of the C.A.R.S., depositing them into a Federally insured or Government insured local institution approved by the Board. Section 11.2 Assessments or Dues 7

Shall issue notices of assessments or dues to the membership. Section 11.3 Keep Accounts Shall keep accounts of the C.A.R.S. and preserve proper vouchers for all payments. Section 11.4 Pay all Bills Shall pay all bills by check as directed by the Board. Section 11.5 Detailed Financial Report Shall make a full detailed financial report, which shall be reviewed at the Annual Meeting each year, or as required by the Board. Section 11.6 Distribute Yearly Financial Report Shall make a complete financial report of the year's business and mail a copy to each member. Section 11.7 Successor Shall turn over to the successor, promptly upon retirement from office, all accounts and funds belonging to the C.A.R.S. that are in their possession. Section 11.8 Members in Good Standing Shall inform the Membership Chairman whether any member is a member in good standing. Section 11.9 Absence of the President In the event that the President is unable to complete their term of office and the Vice President and the Secretary are likewise unable to complete the term of President, the Treasurer shall assume the Presidency and appoint officers to fill the vacant positions with the approval of the Board. SECTION 12 DUTIES OF THE MEMBERSHIP CHAIRMAN Section 12.1 Membership Applications Shall receive and file all applications for membership. Section 12.2 Applicant's Status and Constitution Copy Shall notify each applicant of their acceptance and furnish them with a copy of the Constitution and By-Laws of the C.A.R.S. 8

Section 12.3 Keep a Roll of All Members Shall keep a correct roll of all members showing their type of membership. Section 12.4 Membership Drives Shall be responsible for membership drives and bringing in new members. Section 12.5 Supply and Issue Club Paraphernalia Shall maintain a supply of and issue membership cards, and all other emblems, badges, decals, and patches issued by the C.A.R.S. Section 12.6 Publish Yearly List of Members Shall, at the beginning of each year, compile and publish a list of members, giving addresses and telephone numbers (if the member wants this information publicly known). This list shall include members who are active, non-active, and the member's standing. Section 12.7 Formal Application for Membership Shall develop and revise, as necessary, a formal application for membership. ARTICLE 4: ELECTIONS Section 1 REGULAR ELECTIONS Election of officers as stated in Article 3 Section 4 will take place during a general membership meeting of the C.A.R.S.. Section 1.1 Special Elections Special election of any officers, when required, may take place during any meeting of the C.A.R.S. provided that notification of the intent to conduct such an election has been included in the summon or call for the meeting. Section 2 CONDUCT OF ELECTIONS 9

For the business of electing officers, the President can appoint an Election Chairperson who will be an elector other than a candidate. This chairperson will preside over the meeting during the conduct of such business. Upon becoming a candidate subsequent to such appointment, it will be required to surrender such chairmanship to a similarly qualified successor as appointed by the President. Section 3 FLOOR NOMINATIONS Nomination of an eligible candidate to fill any vacancy may be introduced from the floor by any qualified elector. Nominated individuals must signify willingness to serve, or, if not present, the nominated candidates written intention to serve in specific position(s) must be presented. Nomination from the floor may be made prior to the casting of votes to fill the vacancy for which the candidates are nominated. Nominations must be submitted to the Secretary by the C.A.R.S. general membership meeting preceding the meeting during which elections will be conducted. Section 4 VOTING All General and Guest members of the C.A.R.S. will qualify as electors. A public showing of hands is adequate in voting not involving the election of Officers A simple majority of members present is adequate to pass a vote. Section 4.1 Electors Each elector may cast one vote on each ballot for the elections of an officer. Section 4.2 Separate Ballots Balloting to elect any office will be conducted separately from the balloting to elect any other officer. Section 4.3 Precession Balloting to elect more than one officer will be conducted according to the rules of precession with the highest ranking vacancy being filled first. Section 4.4 Secret Ballot If there are two or more candidates for a vacancy, election will 10

be determined by written ballot. Section 5 ELECTION: MULTIPLE CANDIDATES When more than one candidate is nominated to fill a vacancy, a candidate must receive a majority of the votes cast for the vacancy to be elected. If the initial balloting results in none of the candidates receiving a majority, then the voter shall again cast their ballots, choosing between the two candidates receiving the greatest number of votes in the initial balloting. Section 6 SINGLE CANDIDATE If there is only one candidate for a vacancy, that candidate will be declared elected and no ballots will be distributed or collected. Section 1 FUNCTION ARTICLE 5: THE ELECTED OFFICERS (BOARD) The Board functions as a committee acting for the C.A.R.S. in the interim between general membership meetings. Section 2 DELIBERATIVE ASSEMBLY The Board is the deliberative assembly of the C.A.R.S., and in assembly will consider and resolve any matter pursuant to the objectives which may be brought before it. Section 2.1 Authority and Responsibility The Board is vested with the authority to conduct and regulate the affairs and business in accordance with the herein stated objectives. Section 3 ARTICLES OF ORGANIZATION The articles of organization (constitution) are to be maintained at all times by the Board. Section 4 EMERGENCY AUTHORITY The Board in emergency or when there is insufficient time in 11

which to convene the general membership, is empowered to act for and in the name of the C.A.R.S. in promoting the objectives of the C.A.R.S. and for such purpose as vested with the authorities and responsibilities of the general membership. Section 5 REPORTS The Board will render reports relative to its action, and make recommendation relative to its function, to the general membership. Section 6 APPEALS FROM SUSPENSION The Board will consider all written petitions involving suspension or reinstatement of a member and report its findings to the General Membership. Section 7 VOTE Each Officer of the Board may cast one vote on any question before the Board. Section 7.1 Voting Majority A majority of the Board voting yes will be required to authorize any action by the Board. Section 8 QUORUM A majority of the board will constitute a quorum of the board. ARTICLE 6: COMMITTEES Section 1 STANDING COMMITTEES Standing committees will be created for function of a continuing or permanent nature and will serve until the conclusion of the first Annual Meeting subsequent to their appointment. Section 2 SPECIAL COMMITTEES Special committees will be created for particular functions of a short-term nature and any such committee will serve from the time of its appointment until the function for which it was created has been discharged. Section 3 APPOINTMENT Committees can be appointed by the President or by the general 12

membership if a majority vote of members in attendance is reached. Section 4 COMMITTEE EXPENSES Committees may be allowed cash disbursements from the general funds to cover reasonable and actual expenses incurred in discharging their functions. Committee expenses will be regulated by the Board and a majority vote of the general membership. Section 1 REGULAR MEETINGS ARTICLE 7: MEETINGS Regular meetings of the C.A.R.S. will convene upon call of the President and will be notified two weeks in advance. Meetings will be scheduled monthly. These meetings are to occur on the second Wednesday of each month at 5:30 PM in the Ford International Technical Center, or at an offsite location as determined by the board. There will be a total of 12 regular meetings per year. Section 2 SPECIAL MEETINGS Special meetings of the general membership will convene upon call of the President, either on his own motion, or upon petition of the Board, the general membership or others petitioning with reasonable interest and cause. Section 3 COMMITTEE MEETINGS Committee meetings will convene upon call of the appropriate chairperson. Section 4 PLACE AND TIME OF MEETINGS All meetings will be convened in such places and at such times as may be reasonable and adequate for their purpose and will be subject to review by the Board. Section 5 EMERGENCY In the event of Emergency, or local condition tending to prohibit or otherwise render impractical the convening of any meeting, the President or appropriate chairperson will decide resolution. This resolution will be based upon the best communications available to effect the provisions of this Constitution in the 13

pursuit of the C.A.R.S. objectives. Section 1 AMENDMENTS ARTICLE 8: AMENDMENTS The provision of the Constitution may be altered, revised, added to, or rescinded only by process of amendment, as provided herein. Section 2 ADOPTION MEETING Amendments to this Constitution may be adopted at any regular or special meeting of the general membership provided that the summonses for any such meetings, wherein the proposed amendments are either read or acted upon, will have included prior notification of such propose. Section 3 INTRODUCTION Any proposed amendment to this Constitution will be introduced into the business of a general membership meeting in writing. Section 3.1 One Reading Required No proposed amendment to this Constitution may be voted upon until it has been read into the business of at least one general membership meeting in the presence of a quorum. Section 3.3 Adoption Vote Any amendment to this Constitution will require a two-thirds (2/3) affirmative majority of the votes cast, in the presence of a quorum, for its adoption. A quorum of the General Membership is defined as at least one-half of the average attendance at the previous two (2) General Membership meetings. Section 4 NO BY-LAW TO ABRIDGE No Amendment will be enacted abridging the rights and privileges or waiving the responsibility and duties of the club or its members and officers as set forth in this Constitution. ARTICLE 9: ASSETS 14

Section 1 DESCRIPTION The assets of the C.A.R.S. consist of all properties, all equipment, and all accounts, funds or securities held in the name of the C.A.R.S.. Section 1.1 Cash Assets All assets will be kept with a Government or Federally insured local financial institution. Section 2 EMPLOYMENT OF ASSETS The C.A.R.S. will employ its assets in the pursuit of its constitutionally stated objectives and, will not employ them otherwise, nor will the C.A.R.S. suffer them to be employed otherwise. Section 3 FINAL DISPOSITION Upon dissolution of the C.A.R.S., no dividend, or other distribution of its assets, will be made to any member or officer thereof. All assets will, in such case, be applied toward accomplishing the constitutional objectives for which the Association was organized. ARTICLE 10: LIABILITY Section 1 INSURANCE COVERAGE The C.A.R.S. will protect itself and its officers by acquiring the appropriate insurance as observed necessary. Section 2 LIABILITY The C.A.R.S. and its members will not hold Ford Motor Company, FERA, or its officers liable for any of the club's actions. 15