The following rules govern The Mustang Club of America
Bylaws of the
Mustang Club of America
April 2016 Revision
Purpose and Classification
Section 1. Purpose:
The general purpose of this club, incorporated as a nonprofit society, and hereinafter called the National Club, shall be to preserve and maintain Ford Mustang Automobiles starting with the initial models manufactured in calendar year 1964 up to and including current models, and to serve as an accurate and technical source of information concerning these automobiles for the benefit of its members as well as the general public.
Section 2. Classification of Mustangs:
In order to facilitate the general purposes, automobiles shall be classified as follows:
Mustang: This classification shall include any vehicle utilizing a chassis manufactured by or marketed by the Ford Motor Company and incorporating a body that is of unique design, outstanding features, or unusual factory custom styling with a Ford Motor Company power train. The identification number must be traceable to a vehicle built and marketed as a Mustang model by the Ford Motor Company.
Corporate Seal and Official Emblem
Section 1. Seal:
The Corporation shall have a common seal consisting of a circle having within its circumference the words: Mustang Club of America, Incorporated Georgia.
Section 2. Emblem:
The official emblem of the National Club shall consist of a circle with a facsimile of the Mustang emblem centered therein, with The Mustang Club of America inscribed just inside the circumference in lettering of a particular style as previously adopted by the National Clubs Board of Directors.
A. The official club emblem may be used and displayed by any member in good standing of the National Club.
B. Regional Clubs are authorized to use the official club emblem in unaltered form on projects, products and internet web pages for the promotion or development of the Regional or National Club provided permission is first obtained from the National Board of Directors through duly presented plans or drawings of the proposed project.
Section 1. Registered Office:
The registered office will be maintained in Georgia with the same address as the registered agent.
Section 1. Corporate Powers:
The Corporate Powers of this club shall be vested in a Board of Directors and the property and business of the corporation shall be managed under the direction of the Board of Directors. All members of the Board of Directors shall be active members and/or spouses of active members of the National Club.
Board of Directors
Section 1. Election and Term of Office:
The Board of Directors of the National Club shall consist of: one (1) National Board member (i.e., a National Director) for every ten (10) Regional Clubs with a minimum of 25 National Directors, and one (1) Regional Director from each Regional Club. No National Director shall be nominated until a seat has been declared vacant below the minimum number of National Director seats. The term of office of a National Director shall be two (2) years. A minimum of twelve (12) of the National Directors shall be elected each year.
Section 2. Vacancies:
A vacancy shall be deemed to exist in the case of the death, resignation or removal of any National Director, or if the authorized number of National Directors be increased by amendment of these Bylaws and the Articles of Incorporation. A vacancy or vacancies shall be filled by the remaining National Directors or by the members at an annual or special meeting of the active members entitled to vote. When remaining National Directors are filling vacancies, the top candidates, in descending order, not elected on the previous annual ballot, must first be placed in nomination and voted on by the National Directors. When, and if, this list is exhausted, nominations will be taken and voted on accordingly. In the event the number of vacancies precludes the formation of a quorum, a simple majority of remaining Directors, including proxies, will prevail in the nomination and election process. Such member or members so elected shall hold office for the term of the National Director replaced, and until the successor is qualified and elected.
.Section 3. Reduction in Number:
No reduction of the authorized number of National directors shall have the effect of removing any National director prior to the expiration of the term of office.
Section 4. Nominating Committee:
The Nominating Committee shall be appointed at the January Board meeting by the President, from the Board of Directors, and shall prepare a ballot to have not less than twelve (12) names from the active membership annually. The Nominating Committee will certify the qualifications of the prospective candidate before placing the name on the ballot. Active members shall elect by a plurality vote each year by blanket ballot, the necessary number of National Directors to serve for two (2) years.
The Nominating Committee shall prepare a brief statement describing each nominee by name, city of residence and a statement of qualifications including offices held, past or present in the National Club or in any Regional Club.
The Nominating Committee shall by September 1st, send each active member in good standing, according to National Headquarters, a ballot and a statement describing each nominee, with voting instructions that include a notice that all ballots must be return postmarked no later than September 30th. Balloting may also be authorized via the internet for either electronic mail or secure online voting. All ballots mailed to active members/directors outside the continental boundaries of the United States shall be posted by first class postage. The Nominating Committee will tabulate and/or supervise the tabulation of the results and report the final count of the election to the Executive Committee or at the final Board of Directors meeting for the current year with the new board starting their term on January 1st of the next calendar year. Officer elections will be held every two years with ballots sent to each Regional and National Director on record following the guidelines for National Director Elections with the return postage date announced on the ballot or website.
Section 5. Place of Meeting:
Regular meetings of the Board of Directors shall be held at any place that has been designated from time to time by consent of a majority of the Board.
Section 6. Regular Meeting:
The Board of Directors shall schedule at least four and no more than six regular meetings annually, with any other needed meetings scheduled at a certain location or held by using any of various accepted telecommunications methods. National Directors may submit a proxy form in lieu of attending a regular meeting, but any National Director with six months of inactivity may be subject to removal in accordance with Article lX, Section 5.
Section 7. Special Meeting:
Special meetings of the Board of Directors for any purpose may be called at any time by the Past President, the President or by any three (3) Directors, on notice of each director of such a meeting.
Section 8. Notice:
Written notice of the time and place of regular and special meetings of the Board of Directors shall be delivered personally or sent to each Director by mail or other form of written communication, charges prepaid, addressed to the Directors address as it is shown upon the record of the National Club. Such notices along with an agenda of the meeting and a proxy form covering known items to be voted on at the meeting must be delivered by the National Club Secretary at least ten (10) days prior to and not more than thirty (30) days prior to any meeting.
Section 9. Quorum:
A simple majority of the Board of Directors and Officers, excluding Regional Club Directors, shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.
Section 10. Adjournment:
A quorum of the Directors or Officers may adjourn any Directors’ meeting to meet again at a stated time, place, and hour, provided however, that in the absence of a quorum, the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
Section 11. Attendance:
National Directors shall notify the President and/or Secretary as soon as practicable if unable to attend a Directors’ meeting.
Section 12. Fees and Compensation:
National Directors shall not receive any compensation, fee or salary for their services as Directors, and immediate family members shall not be allowed compensation, contractual, fee or salary status within the corporation unless it is through open competitive bidding. By resolution of the Board, compensation may be allowed to any Director for any monies or expenses actually incurred and paid by any Director for the benefit of the Corporation.
Section 13. Age:
To be a member of the Board of Directors a person shall have reached their eighteenth (18) birthday prior to election to the Board and shall be a dues paying member or the spouse of a dues paying member.
Powers of Directors
Section 1. Call Meetings, Conduct, Manage, and Control Club Affairs:
The Board of Directors shall have power to call meetings of the National Club when it deems it 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 Georgia, for guidance and management of the affairs of the club. The Board of Directors shall have power to incur indebtedness, the terms and amount of which shall be entered in the minutes of the Board, and the note or obligation, if any, given for the same, signed officially by the President and the Secretary, shall be binding on the club. In controlling the affairs of the National Club, the Board must approve all disbursements made by the National Treasurer, including awarding three to five year paid memberships for individuals warranting special recognition. Such approval should be made in advance of the disbursements to the maximum extent possible either through the approval of an annual budget or other processes that the Board deems appropriate in the circumstances. The Board of Directors may appoint other agents or committees as it deems necessary and shall fill all temporary or permanent vacancies that may occur during the year in any National Club office.
Section 1. Type of Officers:
The officers of this club shall be the President, Vice-President, Secretary, and Treasurer as elected by the Regional and National Directors and the other officer is the most recent Past President willing to serve, who will assume the office at the end of the previous elected term. Officers shall serve for two (2) years or until their successors are elected and must have at least two years experience as a Regional or National Director to be placed on the ballot. No Officer may serve more than two (2) consecutive full terms in the same position; the member may be reelected any number of times to office in a lifetime.
The President shall appoint the Parliamentarian, Sergeants-at-Arms, National Head Judge, Publisher and Historian. There shall also be a Board member(s) selected by the President to chair all established National Club committees, except the Executive and Finance committees. The Executive Committee is chaired by the President or in the President’s absences, the Vice-President or Past President. The Treasurer chairs the Finance Committee and the National Head Judge(s) may be appointed to chair positions on the Judging Committee at the Presidents discretion while serving as ex-officio members.
Section 2. Resignation:
Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. 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 3. Vacancies:
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in the Bylaws for regular election or appointment to such office.
Section 4. Past President:
The most recent past National President willing and able to serve shall become Past President of the National Board of Directors. Said directorship shall commence on January 1st or after the election of a new President.
Section 5. Voting:
All elected officers shall have the right to vote with the Board of Directors and to debate questions the same as any other director. Appointed officials will not have voting privileges on the National Club Board unless they also hold a Directors position. In view of the Board voting privileges provided by this provision and the number of Directors, any current director who is elected to an Officer position is required to resign from the Director seat immediately upon assuming the duties of an Officer.
Section 6. Executive Committee:
An Executive Committee of the Board of Directors shall consist of the President, Vice-President, Secretary, Treasurer, and Past President. The Executive Committee shall have the authority to conduct emergency business, and set the agenda for the Board meetings.
Duties of Elected Officers
Section 1. President:
The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors and shall be ex-officio, a member of all committees (except for the nominating and special disciplinary committees) with the right, but not obligation to participate in the proceedings of all committees. The President or the President’s specific Committee chairperson designee shall sign all contracts and other instruments in writing, provided however, that all contracts and instruments in writing must first be approved by the Board of Directors. The President shall appoint the Parliamentarian, Sergeants-at-Arms, Historian, Publisher, National Head Judge and if required, a National Head Judge Representative with the concurrence of the Board of Directors when appointing non-board members to support roles.
Section 2. Vice-President:
The Vice-President shall perform all the duties of the President in the Presidents absence, and when so acting shall have all the powers and restrictions of the President as set forth in Section 1. The Vice-President shall perform such other duties as from time to time may be prescribed by the Board of Directors, and shall attend all Board meetings.
Section 3. Secretary:
The Secretary shall attend all meetings of the members and Board of Directors, record the minutes of all meetings, keep or cause to be kept, a current register of members, give notice of all meetings of members, and keep the Seal of the Corporation in safe custody. The Secretary shall have control of valuable papers and books of the club and shall be at all times subject to the control of the Board of Directors. The Secretary will certify and file amendments and revisions of the Bylaws with the official copy kept in the principal office. In the absence of the Secretary from any meeting of the members or Board of Directors, the presiding officer shall appoint a Secretary pro-tempore.
A. Minutes of the meeting of the National Board of Directors will be compiled and duplicated by the Secretary following each meeting and copies distributed to all National Club Board Members, Parliamentarian, and Historian, and such other individuals as the President or Board of Directors may designate.
B. The Secretary shall compile copies of the minutes of all previous meetings filed in such a way as to be available for reference during meetings and at other times.
Section 4. Treasurer:
The Treasurer shall keep a correct accounting of the Club’s business transactions. The Treasurer or designee shall deposit all monies and other assets in Corporation depository as may be designated by the Board of Directors; disburse the funds of the Corporation as may be ordered by the Board of Directors; and shall render to the President and Board of Directors an accounting of the Corporation’s assets and liabilities when they request such information. At any time there is a permanent change of the Treasurer’s office holder, an audited financial report dated back to the most recent report will be performed. No obligation, debt, or other liabilities shall be incurred by the Treasurer without specific approval of the Board of Directors.
The M.C.A. Finance Committee, which is chaired by the Treasurer, shall be provided all planned contracts that are expected to extend beyond 60 days and all recommendations for contract labor and/or employee pay increases. The Finance Committee shall review all such contracts and recommendations and submit each to the Executive Committee and the Board along with the Finance Committee’s majority view on the proposed contracts/contract labor increases.
Section 5: Past President
The Past President shall fulfill the position of the President and/or the Vice President in the event of their absence at meetings, shows, etc. In addition, the Past President will serve as an Ambassador for the Mustang Club of America in all dealings with the public.
Duties of Appointed Officers
Section 1. Parliamentarian:
A Parliamentarian will be present at all meetings of the Board of Directors or of the members and 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 ByLaws, and such other documents and information as is necessary to carry out the proper order of business.
Section 2. Sergeant-at-Arms:
The Sergeant(s)-at-Arms is (are) responsible for preserving order on the floor of the meeting as the chair may direct. In meetings where only members or some other limited category of persons are permitted to enter, checks the credentials or eligibility of those arriving, and denies entrance to unauthorized persons.
Section 3. National Head Judge:
A National Head Judge or designated representative shall attend all National shows and Board of Directors meetings. National Head Judges are responsible for all aspects of judging, rules modifications and judges meetings and shall appoint active member(s) in good standing as Assistant Head Judges. The National Head Judges shall cause to be maintained, a list of all Certified and Gold Card judges and shall oversee such certification. The National Head Judges will conduct a National Rules meeting as deemed necessary, at a time and location to be determined and will present all findings of this meeting to the Board of Directors for final disposition. National Head Judges not serving as an elected National Director shall be ex-officio members of the Judging Committee and may be appointed to a Chair position at the Presidents discretion, but shall not count towards the quorum and may not vote on National Board matters unless also serving as a Regional Director.
Section 4. Historian:
The Historian may be appointed by the President and is responsible for maintaining all historical documents pertaining to the club. The National Club shall retain ownership of all donated historical items.
Section 5. Publisher:
The Publisher is responsible for all aspects of the National magazine including publication, printing and editors and is to report to the Board of Directors at each Director’s meeting.
Section 1. Classes:
There shall be the following classes of membership:
1. Active/Annual Members: Active members interested in promoting the purpose of this club and current in payment of dues. Active members are entitled to attend MCA events and will have club privileges dependent on membership type chosen and with full details and pricing as advertised.
A. Standard Membership: Full MCA membership shall include the clubs periodical in printed form with a link provided for access to a digital copy.
B. Digital Membership: All of the same benefits as a standard membership without a printed copy of the club periodical.
C. Associate Membership: All of the same benefits as a standard membership without access to the club periodicals and may not vote or hold any Regional or National office within MCA.
2. Life Members: An Honor bestowed upon elected National Presidents on completion of their full term of elected office.
3. Charter Members: An individual who became affiliated with this club on or before January 1977.
4. Family Members: The husband or wife and unmarried children under the age of eighteen, of a paid member.
5. Honorary Members: Person of Distinction appointed by the Board. This member will not have membership or Board voting privileges on the Board. Any member may nominate individuals by using the application approved by the board of directors. The Board of Directors shall approve the application by a two-thirds vote.
Section 2. Application:
Application for National Club membership shall be in writing, filed with the Secretary, and accompanied by dues for the current year.
Section 3. Resignation:
Any member may resign upon notification to the Secretary and such resignation shall be effective upon receipt by said Secretary provided indebtedness to the National Club, if any, is paid in full.
Section 4. Suspension, Expulsion, Reinstatement by the Treasurer:
Any member may be suspended by the Treasurer for non-payment of dues after their anniversary date. Suspension by the Treasurer shall be at the discretion of the Treasurer. A member suspended for non-payment of dues may within one year of suspension reinstate membership by paying all back and current dues and by furnishing a facsimile of their last membership card. Members suspended for non-payment of dues beyond one year of the suspension must make application for new membership.
Section 5. Complaint, Investigation, Disciplinary Actions by the Board of Directors:
Any complaint filed against a member of the MCA must be submitted in writing to the President. It will be reviewed with the Executive Committee and they will appoint a committee of three to five board members that are selected for known integrity and good judgment to conduct a confidential investigation. The Committee will attempt to interview the complainant and the member, along with any witnesses to learn all relevant facts and shall submit back to the Executive Committee its findings if charges with disciplinary actions are recommended or not.
If the Investigative Committee submits that charges and disciplinary actions are recommended, the President shall notify the accused of formal charges and a date that the Board in Executive Session will listen to the charges. If the member is a Regional or National Director, or MCA Officer, the President may place a hold on some or all their duties until the matter is resolved. The accused will be invited to attend or submit a statement to the Board for consideration. Any disciplinary action voting outcome will require two thirds majority of National Directors present only.
Actions can range from censure to a lifetime ban including restrictions on running for Regional and National offices within MCA or Judging positions, depending on the misconduct. For members placed on a suspension, when the suspension has been completed, they must reapply for membership with a copy of the suspension letter. Life members fall under the same guidelines as all other members.
Section 6. General:
Upon the resignation, suspension, or expulsion of a member, the members’ rights and privileges shall cease.
Certificate of Membership
Section 1. Form:
Certificates of membership shall be of such form and device as the Board of Directors may from time to time elect. Single-family enjoyment and participation is encouraged. There may be occasions when both a husband and wife are elected to positions of responsibility. This may at times result in two votes from one family membership.
Meetings of the Members
Section 1. Annual Meeting:
Each voting member (one vote per membership number, except in cases covered in Article X, Section 1) in good standing shall be entitled to one vote per membership number at any called meeting of the Board of Directors. Only specific proxies for known agenda items at an official meeting of this club will be allowed and the proxy authorization must be signed by the National or Regional Director of record, returned as stated on the proxy prior to the meeting. The proxy will not be considered to represent a member present at the meeting for the purpose of constituting a quorum or any other regard.
Section 2. National Shows:
Meetings may be held at nationally sanctioned shows, but shall not be required. The purpose of these meetings would be to inform the members of the status of the National Club.
Section 3. Special Meeting:
A Special meeting of the members may be called at any time by the President, or by the Secretary upon written application of at least one hundred (100) active members in good standing. The application shall state the purpose of the meeting. The Secretary must send notices of special meetings as provided in Section 8 of Article V within thirty (30) days after receipt of a valid and proper application for it.
Section 4. Time and Place:
Any annual or special meeting shall be held at such time and place and date as the Board of Directors shall select. The Board of Directors shall select a time, place and date for a special meeting within thirty (30) days after receipt of a valid and proper application for it by the Secretary.
Section 5. Notice:
A written or printed notice stating the purpose, place, date and hour of every meeting shall be mailed by the Secretary to each active member in good standing at least ten (10) days prior but not more than thirty (30) days prior, to said meeting. If a member gives no address, notice shall be deemed to have been given if sent by mail or other means of communication addressed to the member’s last address.
Section 6. Quorum:
At all meetings of the club, a simple majority of voting members in good standing shall constitute a quorum entitled to conduct legal business of the assembly.
Section 7. Procedure:
Each voting member (one vote per membership number, except in cases covered in Article X, Section 1) in good standing shall be entitled to one vote per membership number at any meeting, annual or special. The use of proxies at any membership meeting of this club will be allowed, and the proxy authorization must be in writing and signed by the absent member. A proxy shall not be considered to represent a member present at the meeting for the purpose of constituting a quorum.
Section 1. Execution of Contracts:
The Board of Directors, except as the Bylaws or Articles of Incorporation otherwise provide, 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 Corporation, and such authority may be general or special, and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any person or authority to bind the Corporation by any contract or agreement or to any amount.
Section 1. Dues:
Membership dues shall be such as shall be fixed by the Directors from time to time.
Section 2. When Due – When Delinquent
Dues shall be payable at the end of 12-month membership anniversary, and are delinquent thereafter.
Section 1. Members and Board:
Neither the members of the Corporation, the Board of Directors, Regional Clubs or Officers, present or future, shall be held personally liable for any claim, damage, or debt against the Corporation or its members.
Section 2. Indemnification:
Directors now or hereafter elected to the board, as well as officers, employees and agents shall be indemnified as against legal actions as is contemplated under the provisions of O.C.G.A. Sections 14-3-850, 851, 852, 853 et seq.
Section 3. Club Assets:
No member of this nonprofit corporation shall have the right to individual proceeds of the club assets or property.
Section 1. Rules:
The rules contained in the current edition of Roberts Rules of Order shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the National Club may adopt.
Inspection of Bylaws
Section 1. Availability:
The Corporation shall keep in its principal office the original (or a copy of) the Bylaws as amended or otherwise altered, to date, certified by the Secretary which shall be open to inspection by the members at all reasonable times.
Section 1. By Members:
New Bylaws may be adopted or these Bylaws may be amended or repealed by a two-thirds (2/3) majority vote of the active voting members, either present or represented by a proxy at an annual or special meeting where a quorum be present.
Section 2. By the Board of Directors:
New Bylaws may be adopted or these Bylaws may be amended or repealed by a two-thirds (2/3) majority vote of the active voting members, either present or represented by a proxy at an annual or special meeting where a quorum is present.
Section 3. Restrictions:
Not less than six (6) months must elapse between a meeting defeating a proposed amendment or repeal, and a new presentation of the same or substantially the same, amendment or repeal.
M.C.A. REGIONAL CLUBS
Section 1. Formation
Granting of a Charter will be considered for each prospective club meeting all requirements and obligations of this section.
Application for formation of a Regional Club shall be made to the Board of Directors of the National Club, via the M.C.A. Regional Club Committee Chairperson, in the form of a petition which shall be duly signed by ten (10) or more active members of the National Club and all subsequent members of the Regional Club shall be encouraged to become members of the National Club.
C. Charter Membership:
The charter membership of a Regional Club shall be ten (10) or more active members of the National Club and all subsequent members of the Regional Club shall be encouraged to become members of the National Club.
D. Chartered Name:
A chartered club shall use only the name designated in its charter. The new Regional Club name shall be approved by the National Board of Directors.
The National Board of Directors reserves the right to realign established regions in the best interest of the National Club. All Regional Clubs may have members from outside that region.
F. Conformance to Bylaws:
All Regional Clubs must conform to the provisions of the Bylaws of the National Club or may have their charters and memberships herein suspended or revoked by action of the National Board of Directors, and if the charter is revoked, the Regional Club agrees not to use the name The Mustang Club of America or it’s logos, until the charter is declared again in force by action of the National Board of Directors.
Section 2. Incorporation
A Regional Club, after receiving its charter, may incorporate if the Clubs Board of Directors and/or membership considers such incorporation appropriate in its particular situation. A Regional Club shall agree, as a prerequisite to obtaining a charter, to abide by the constitution and bylaws of the National Club then in force or thereafter from time to time adopted whether the Regional Club is incorporated or not.
Section 3. Regional Director:
The Regional Director is a member of the National Club Board of Directors and is entitled to vote at all National Board of Directors meetings. The Regional Director may submit a proxy in lieu of attendance at National Board of Directors meetings in the format as provided and directed by the National Club. To assist each Regional Director in the completion of such a proxy, the National Club will provide each director an agenda of each Board meeting at least 10 days prior to the meeting along with a proxy form that enables the director to provide a For or Against vote on agenda items requiring a vote. If for any reason an individual is appointed or elected as a Regional Director for more than one regional club, the individual shall only have one vote on any National Club Board actions.
Section 4. Meeting Location
All general membership meetings, public activities and shows must be held within the Regional Club’s assigned territory unless a previous agreement was made with another MCA Regional Club to host or co-host a special event in their territory. Clubs that have made certain agreements with other clubs as a condition of being chartered shall file the signed agreements with the MCA National Office. Those agreements will remain binding until each club has met and authorized its current Club Officers to agree in writing to amend or dissolve part or all of the agreements. Regional Clubs violating these agreements will be subject to suspension and/or removal of charter by the National Board of Directors.
Section 5. Reporting Membership Information to National Club
Each year a list of all Regional Club members shall be sent to the National Club so as to be received no later than March 1st. The list shall identify by M.C.A. membership number all Regional Club members who are National Club members. Club officers, including Regional Directors, must be MCA members and can be included in the ten required to maintain charter status.