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Sunday, August 9, 2009

By far the Outlaw Fords Friday night show must be the biggest in the country. It get on average close to 200 cars per Friday night. I challenge anyone to submit a larger show in the country!

Congrats Bryn and all it's founding members for putting on such an outstanding show!

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Club Bylaws

For those that don't understand, club bylaws organize the club...they define how political it is. Ours bylaws are long...all club bylaws should be. But they are not restrictive or political in nature.

THE MISSION OF OUTLAW FORDS OF ARIZONA CAR CLUB :
The mission of the Outlaw Fords of Arizona Car Club, is to promote the sport and hobby of owning, altering, building and modifying automobiles of past years; encourage family participation in such sport and hobby; and to promote friendship, support and organization for such functions held by the club and always to remember that we are an event club first and never a political one.

CONSTITUION AND BY-LAWS
Outlaw Fords of Arizona

Article 1

Section 1:
Club NameThe club name shall be Outlaw Fords of Arizona.

Section 2:
PurposeThe general purpose of this club shall be to operate as a non-profit organization and to present a positive community image having fun with our cars at planned social events, activities, exhibitions, and cruises.

Section 3:
Quorum. A Quorum shall be defined as a simple majority of the membership including the Chairman and Directors at a meeting.

Section 4:
Membership. Membership in this club shall be open to car enthusiasts and owners of all Fords who are of the age of 21 years and older. If under 21 a waiver can be granted by the board who must vote on membership by a simple majority. If anyone is 16 of age they must have a guardian that is also a member and that guardian must be at all events until the age of 21 or must be voted on by the board after the Jr members 18th birthday. All members under 21 with board approval will have a 6 month probation period.

Prospective members, must agree to adhere to the Constitution and Bylaws of the Club. In addition to attending two events, fill out the registration form, pay their dues and then will be on a 90 day probation period at which time during the probation the prospective member is not representing the club as per the by laws can be asked to withdraw. If this is within the first 30 days the club will reimburse the dues, if within 60 – 90 days dues will not be refunded.

Class of memberships are:

A) Regular Member: A member in good standing who, having paid dues to date, is a whole or part owner of a collector vehicle as described above and is a licensed driver in the state of Arizona or is an avid car enthusiast.

B) As a member of such club, you will be expected to promote and to take part in a good share of club meetings, activities and functions brought forth.

C) Members must operate vehicles in such a manner that it will not cause embarrassment to said club, its officers, and members. If such a case arises, the offending member will be removed from the club.

Section 5: Dues

A) Membership dues will be set forth for March and September. (If you became a member between the months of January – June) your dues will be every March. (If you became a member between the months of July – December) your dues be every September.

B) Membership dues are $15.00 for singles including one t shirt and receiving one vote, family will be $20.00 including two t shirts and receiving two votes

C) Membership will lapse if dues are not paid in full after 30 days from their anniversary date.

D) For prospective members, dues must accompany the application for membership to the club in order to be voted on for membership. If there are not dues, If there are no dues then that application will not be considered for membership until such time as payment of dues are received. Such payment will be refunded to the prospective members if the application is rejected.

E) Any member may be expelled by majority vote for the following offenses: conduct detrimental to the club and acting in a criminal or reckless manner either in the operation of a vehicle during a club activity or willfully exposing the club or other members to legal action. The member in question shall have the right to explanation before a quorum of membership at the next regular meeting. Expulsion may occur only after review before a quorum of membership and majority vote shall rule.

F) A ceiling on the amount to be kept in the treasury will be set at $2,000.00, plus such amounts as the Director of Finance advises are necessary to cover upcoming expenses, with excess funds to be dealt with by the Director’s to report back to the club members as to what to do with said excess funds. The club may, from time to time, increase the amount kept in the treasury in anticipation of upcoming expenses or decrease the amount in anticipation of upcoming donations.Section 6: Resignation Resignation shall be accepted provided that the resigne holds no club property. Letter of notice to the Chairman is appropriate.

Section 7:
Voting Rights One vote per member in good standing and having paid dues to date. Voting on all issues at club meetings will be by majority vote and in an event of a tie; the Chairman will be the tiebreaker.

Section 8: Meetings

A) The annual meeting of the members, for the election of Chairman and Directors, shall be held on the last Tuesday following the close of the fiscal year.

B) Meetings will be held the last Tuesday of each month, unless circumstances for a date, prior or later, require a change. No membership meetings shall be held on weekends so that members may attend other functions, and to keep the “Family Weekend” intact.
C) Meetings will be held once a month for a total of twelve (12) meetings.

Article 2

Section 1:
Club Chairman and Director’s The club shall elect from its membership officers consisting of a Chairman and Directors

Section 2:
Protest and Failure to Complete Term Club Chairman and Directors shall review all protests and conduct another vote as necessary. Failure to complete a term will be filled by elections held during regular meetings, under regular business with a majority vote of the club members present.

Section 3:
Election Terms The Parliament listed below may hold office in good standing by nomination and approval of members for unlimited terms.

A) The Chairman can be impeached at any time by a 3/4's vote of the acting Parliament. The acting Parliament is made up of the Co-Chairman and all Directors. The assistants to the Directors are not allowed to vote in impeachment. The Assistant to the Chairman of the Board will assume all duties if the Chairman is impeached. An election must be held within 30 days of impeachment. The entire club must vote in the new chairman which will be determined by the candidate that gets a majority of the votes.

Article 3

Section 1:
Discharge of Duties Club Parliament: The Club Parliament shall over see the overall direction of the club regarding the status, direction, financial condition, constitutional proposal amendments, and other such items for the well being of the club. Under no circumstance will the direction and or how the club is to be run will be changed with any of the below positions change during new elections.

A) The Chairman shall be the principal officer and preside over all meetings and club actions. The Chairman is the only one that may enter into a contract with club permission. He/she will seek ways to help build membership, create ideas and help promote and maintain interest for and by its members. He/she along with the Director’s will be responsible to plan and oversee the budget of the club funds for the next year during his term..

B) The Co Chairman shall assist the Chairman as requested, and substitute for the Chairman in his/her absence.

C) The Director of Special Events shall email to members, all upcoming events, votes, special events, club property inventory and record meeting minutes and email them to members,

D) The Director of Finance shall receive and record all monies and maintain appropriate accounting for all club accounts. Appropriate club accounts are those indicated in the club constitution,

Article 5.
The Director of Finance and or Assistant Director of Finance and or the Chairman in the absence of the Director shall sign all payables of any kind. Reporting the financial status shall occur at all monthly meetings or additionally as requested by the Chairman.

A) The Assistant Director of Finance shall assist the Director of Finance as requested, and substitute for the Director of Finance in his/her absence.

B) The Director’s of Friday Nights shall be the principal officers and preside over all direction and spending of this event. The Director’s will report on the financial status of the event at the monthly meetings. The Director’s will also have full control over how it is run.

C) The Co-Director’s of Friday night shall assist the Director’s as requested, and substitute for the Director’s in their absence.

D) The Director of Road Trips will plan road trips that all members and or ford owners to attend for fun and relaxation.

E) The Director of Photography will be responsible for the photos of club events, posting such event pictures on the web site and emailing pictures to members at their request.

Article 4

Section 1:
Club Funds The club will be financially solvent, via fund raisers and club membership dues. The majority of membership prior to spending shall approve all expenses. The Director of Finance shall maintain records to:

A) account for operation of the club for business items such as, printing, postage, taxes and other necessary items

B) account for special events, club functions, and club sponsored shows which involve solicitation of sponsors, contributions, trophies, gifts in kind, etc.

Article 5

Section 1:
Charitable Associations Toys for TotsArizona No Kill Shelter

Article 6

Section 1:
Club Member Vehicles All members are solely responsible for the condition, maintenance and safety of their own vehicle or vehicles.
Section 2:
Financial Responsibility All vehicles involved in any club activity must have the State minimum required liability insurance

A) If the Club is asked to take part in other clubs’ functions, we should try and have at least one representative from our organization attend.

B) When in attendance at such functions, represent our organization in a manner of respect and in such a manner so as not to embarrass you and club members.

C) During any public function the car club may be involved in there will be no alcohol allowed.

Section 3:
Indemnification

A) Actions in the best interest of the CorporationThe Corporation has the power to identify any person who was or is a part or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, member, or agent of the Corporation or is a or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, volunteer or agent of another foundation, corporation, business corporation, partnership, joint venture, trust or other enterprise whether for profit or not, against expenses (including attorneys’ fees), judgment, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceedings If he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contender or its equivalent, will not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

B) Determination of Indemnification.Any indemnification under Section A of this article, (unless ordered by a court) will be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section A of this article and on an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination will be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceedings: (II) if such quorum is not obtainable, by a majority vote of a committee duly designated by the Board (in which designation all Board members may participate) and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action: or (III) by independent legal counsel, in a written opinion, selected by the Board or its committee in the manner described in the foregoing clauses (I) or (II) or, if a quorum under clause (I) cannot be obtained and a committee under clause (II) cannot be designated, by the Board (in which action all Board members may participate). Notwithstanding the failure or refusal of the directors or counsel to make provision for indemnification, the indemnification will be made if a court of competent jurisdiction has made a determination that the director, officer, employee or agent has a right to indemnification under this agreement in any specific case on the application of the director, officer, employer or agent.

C) Advancement of ExpensesExpenses incurred in defending a civil or criminal action, suit or proceeding described in Section A of this Article may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case on: (I) receipt of a written affirmation from the person seeking advancement of expenses of his or her good-faith belief that he or she has met the standard of conduct set forth in Section A and B of this Article; (II) receipt of an undertaking by or on behalf of the person to repay amounts advanced if it is ultimately determined that he or she did not meet such standard of conduct; and (III) a determination that the facts then known to those making the determination would not preclude indemnification. This determination will be made in the manner specified in Section B of this Article.

C) InsuranceThe Corporation has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foundation, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her or the Corporation in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to implement the provisions of this Article.

Section 4:
Changes of the By LawsBy Laws may only be changed at the annual meeting or at any special meeting called and noticed for that purpose.

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Sunday, August 9, 2009

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