BYLAWS OF THE DALLAS MOPAR CLUB, INC by 18wg671c

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									Bylaws and Articles of Incorporation for the

         Dallas Mopar Club
      a Texas Non-Profit Corporation

        Amended 08 January 2010
                                                                   Bylaws of the
                                                                Dallas Mopar Club
                                                           A Texas Non-Profit Corporation


                                                            Table of Contents
PREAMBLE........................................................................................................................................ 4
ARTICLE 1 OFFICE ........................................................................................................................ 4
  Principal Office................................................................................................................................ 4
  Other Offices ................................................................................................................................... 4
  Registered Office and Registered Agent ........................................................................................... 4
ARTICLE 2 MEMBERS .................................................................................................................. 4
  Classes of Members ......................................................................................................................... 4
  Voting Rights................................................................................................................................... 5
  Termination of Membership ............................................................................................................. 5
  Resignation ...................................................................................................................................... 5
  Transfer of Membership ................................................................................................................... 5
ARTICLE 3 MEETINGS OF MEMBERS ........................................................................................ 5
  Regular Meetings ............................................................................................................................. 5
  Special Meetings .............................................................................................................................. 5
  Place of Meeting .............................................................................................................................. 5
  Notice of Meeting ............................................................................................................................ 6
  Informal Action by Members ........................................................................................................... 6
  Quorum ........................................................................................................................................... 6
  Vote Requirement ............................................................................................................................ 6
  Voting by Proxy............................................................................................................................... 6
ARTICLE 4 BOARD OF DIRECTORS ........................................................................................... 6
  General Powers ................................................................................................................................ 6
  Number, Tenure, and Qualifications................................................................................................. 6
  Regular Meetings ............................................................................................................................. 7
  Special Meetings.............................................................................................................................. 7
  Notice .............................................................................................................................................. 7
  Quorum ........................................................................................................................................... 7
  Manner of Acting ............................................................................................................................. 7
  Vacancy ........................................................................................................................................... 7
  Absence ........................................................................................................................................... 8
  Compensation .................................................................................................................................. 8
  Informal Action by Directors ........................................................................................................... 8
  Removal .......................................................................................................................................... 8
ARTICLE 5 OFFICERS ................................................................................................................... 8
  Definitions ....................................................................................................................................... 8
  Qualification, Election and Term of Office ...................................................................................... 8
  Removal .......................................................................................................................................... 9
  Vacancies ........................................................................................................................................ 9
  President .......................................................................................................................................... 9
  Vice President .................................................................................................................................. 9
  Treasurer ....................................................................................................................................... 10
  Secretary........................................................................................................................................ 10
ARTICLE 6 CONTRACT, CHECKS, DEPOSITS, AND FUNDS ................................................. 10
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                                                                  Bylaws of the
                                                               Dallas Mopar Club
                                                          A Texas Non-Profit Corporation

 Contracts ....................................................................................................................................... 10
 Checks and Drafts .......................................................................................................................... 10
 Deposits ......................................................................................................................................... 10
 Gifts............................................................................................................................................... 11
ARTICLE 7 CERTIFICATE OF MEMBERSHIP ........................................................................... 11
 Issuance of Certificates .................................................................................................................. 11
ARTICLE 8 BOOKS AND RECORDS .......................................................................................... 11
ARTICLE 9 FISCAL YEAR .......................................................................................................... 11
ARTICLE 10 DUES ......................................................................................................................... 11
 Annual Dues .................................................................................................................................. 11
 Payment of Dues ............................................................................................................................ 11
 Default and Termination of Membership ........................................................................................ 11
ARTICLE 11 SEAL AND LOGO .................................................................................................... 12
 Seal................................................................................................................................................ 12
 Logo .............................................................................................................................................. 12
ARTICLE 12 WAIVER OF NOTICE ............................................................................................... 12
ARTICLE 13 AMENDMENTS TO BYLAWS................................................................................. 12
ARTICLE 14 POINTS OF ORDER .................................................................................................. 12
ARTICLE 15 PERSONAL LIABILITY ........................................................................................... 12
ARTICLE 16 DISSOLUTION.......................................................................................................... 12
 Dissolution Event........................................................................................................................... 12
 Method of Dissolution ................................................................................................................... 13
ARTICLES OF INCORPORATION ................................................................................................. 17
 ARTICLE ONE ............................................................................................................................. 17
 ARTICLE TWO ............................................................................................................................ 17
 ARTICLE THREE ......................................................................................................................... 17
 ARTICLE FOUR ........................................................................................................................... 17
 ARTICLE FIVE ............................................................................................................................ 17
 ARTICLE SIX ............................................................................................................................... 18
 ARTICLE SEVEN ......................................................................................................................... 18




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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

       PREAMBLE
               The Dallas Mopar Club is an organization united for the purpose of preserving and
       restoring Chrysler Corporation cars and promoting interest in these cars through car shows, rod
       runs, rallies, swap meets, and other organized events.

       ARTICLE 1               OFFICE
       Principal Office
               1.01 The principle office of the Corporation shall be located in the County of Dallas,
       State of Texas, or at such other location, within or without such County of Dallas, State of Texas,
       as the Board of Directors may determine.

       Other Offices
               1.02 The Corporation may have such other offices, within or without the County of
       Dallas, State of Texas, as the Board may determine.

       Registered Office and Registered Agent
               1.03 The corporation shall have and continuously maintain in the State of Texas a
       registered office, and a registered agent whose office is identical with such registered office, as
       required by the Texas Nonprofit Corporation Act. The registered office may be, but need not be,
       identical with the principal office of the corporation in the State of Texas, and the addresses of
       the registered office may be changed form time to time by the Board of Directors.

       ARTICLE 2               MEMBERS
       Classes of Members
               2.01 The corporation shall have three (3) classes of members. The designation of such
       classes and the qualifications and rights of the members of such classes shall be as follows:
               A.     Single Membership. Any applicant who, having first designated in writing that he
                      is applying for a Single Membership,,is admitted as a member of the corporation
                      pursuant to Article 2 hereof. A Single Membership is entitled to all of the benefits
                      and privileges offered/provided by the corporation to the members including the
                      right to vote as specified in Section 2.02 hereof.
               B.     Family membership. Any applicant who, having first designated in writing that
                      he is applying for a Family Membership, is admitted as a member of the
                      corporation pursuant to Article 2 hereof. A Family Membership member is
                      entitled to all of the benefits and privileges offered/provided by the corporation to
                      its Single Membership including the right to vote as specified in Section 2.02
                      hereof.
               C.     Associate Membership. Any applicant who, having first designated in writing that
                      he is applying for an Associate Membership, is admitted as an Associate Member
                      of the corporation pursuant to Article 2 hereof. An Associate Member is entitled
                      to all of the benefits and privileges offered/provided by the corporation to its
                      members except that an Associate Member shall not (i) be entitled to vote, nor (ii)
                      hold an elected or appointed office.


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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

               D.      Honorary Membership. A person or organization may be awarded an Honorary            Formatted: Underline
                       Membership by a majority vote of the Board of Directors. An Honorary
                       Membership will contain full voting priviledges identical to those of a Single
                       Membership. The Honorary Membership recipient will not be assessed dues for
                       the year the Membership is granted. An Honorary Membership must be renewed
                       each year by the Board of Directors.

       Voting Rights
               2.02. Each Single Membership shall be entitled to one (1) vote on each matter submitted
       to a vote of the members, and each Family Membership shall be entitled to have two (2) votes on
       each matter submitted to a vote of the members. Two separate members of the Family
       Membership shall cast Family Membership votes such that no one member shall have more than
       one (1) vote on each matter. A voting member shall be at least 16 years old. Not withstanding
       the foregoing; however, any member whose dues are delinquent shall have his/her right to vote
       suspended until dues are brought current. Associate Members are not entitled to vote.

       Termination of Membership
              2.03. The Board of Directors, by affirmative vote of two-thirds of all the members of the
       Board, may suspend a member for cause after an appropriate hearing. The Club may, after the
       Board of Directors officially suspends a member, by a simple majority vote of the membership
       present at a meeting called specially for the purpose, terminate the membership of any such
       member.

       Resignation
              2.04. Any member may resign by filing a written resignation with the Secretary, but such
       resignation shall not relieve the member of the obligation to pay any dues, assessments, or other
       charges theretofore accrued and unpaid. Resigning members will not be entitled to any refund of
       dues paid for the current year.

       Transfer of Membership
              2.05. Membership in this corporation is not transferable or assignable.

       ARTICLE 3               MEETINGS OF MEMBERS
       Regular Meetings
              3.01. Regular meetings of the members shall be held on the second Sunday of each
       calendar month, or as otherwise designated by the Board of Directors, for the purpose of electing
       Officers and Directors and for the transaction of other business as may come before the
       corporation. If the day fixed for the regular meeting shall be on a special day (for example,
       Mother's Day) such meeting shall be held on another more convenient day as determined by the
       President, Board, or membership.

       Special Meetings
              3.02. Special meetings of the members may be called by the President or the Board of
       Directors.

       Place of Meeting
              3.03. The Board of Directors may designate any place, either within or, without the State
       of Texas, as the place of meeting for any regular, meeting or special meeting called by the Board
       of Directors. If no designation is made or if a special meeting be otherwise called, the place of
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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

       meeting shall be the registered office of the corporation in the State of Texas; but if all of the
       members shall meet at any time and place, either within or without the State, and consent to the
       holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any
       corporate action may be taken.

       Notice of Meeting
               3.04. The Board of Directors shall announce the place of each regular meeting by
       published notice thereof in the monthly newsletter of the corporation. Such notice shall state the
       place, day, and hour of any meeting. Any notice of a special meeting of members shall be
       delivered, either personally, or by mail or electronic delivery, to each member entitled to vote at
       such meeting, not less than ten (10) nor more than fifty (50) days before the date of such
       meeting, by or at the direction of the President, or the Secretary or the Officers or member calling
       the meeting. In case of a special meeting or when required by statute or these bylaws, the
       purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the
       notice of a meeting shall be deemed to be delivered when deposited in the United States mail
       addressed to the member at his address as it appears on the records of the corporation, with
       postage thereon prepaid.

       Informal Action by Members
               3.05. Any action required by law to be taken at a meeting of the members or any action
       which may be taken at a meeting of the members may be taken without a meeting, if a consent in
       writing, setting forth the action so taken, shall be signed by all of the members entitled to vote
       with respect to the subject matter thereof.

       Quorum
               3.06. All dues paid members, except Associate Members, holding a simple majority of
       the votes that may be cast at any meeting shall constitute a quorum at such meeting.

       Vote Requirement
               3.07. Any matter or action coming before the members for a vote at any regular or special
       meeting shall, unless a higher percentage is otherwise provided for by statute or these bylaws, be
       approved or taken upon the affirmative vote of a simple majority of the members present at any
       regular or special meeting at which a quorum is present and continues to be present for the
       duration of the meeting.

       Voting by Proxy
              3.08. There will be no voting by proxy in this corporation.

       ARTICLE 4              BOARD OF DIRECTORS
       General Powers
              4.01. The affairs of the corporation shall be managed by its Board of Directors. A
       Director need not be a resident of Texas but must (i) be a member in good standing of the
       corporation for at least one (1) year prior to election as a Director, or (ii) have held an elected or
       appointed office in the corporation prior to being elected a Director.

       Number, Tenure, and Qualifications
               4.02. The number of Directors shall be five (5). Each Director shall hold office until the
       next meeting of members called for the purpose of electing directors and until his successor shall
       have been elected and qualified. The President and Vice President of the corporation, once
       elected to their offices, shall immediately thereafter be directors of the corporation for a term
       concurrent with their terms as President or Vice President. There shall be three (3) at large
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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

       directorships duly elected from the membership body as provided herein. An at large director
       shall serve an initial term of two (2) years, and may be re-elected for one and only one
       successive term as an at large director. Nothing shall prevent an at large director (regardless of
       the term(s) served from being a member of the Board of Directors if he/she is elected President
       or Vice President of the corporation. Rotating election of one (1) of the at large members of the
       Board of Directors shall take place every eight (8) months at the regular or special meeting of the
       members noticed for such purpose. To be elected to an at large directorship, a member must be
       nominated by at least two (2) members, and the names of all members nominated for election to
       a directorship shall be published in the issue of the monthly newsletter which precedes the date
       of the meeting at which the election of the Director will take place. Nominations will again be
       taken prior to the election at the meeting where the election shall take place. All directors must
       attend at least 60% (in number and not duration) of all business meetings of the corporation
       (Board meetings and meetings of the members whether regular or special), or such Director will
       be subject to recall and be prohibited from being elected to any elected position within the
       corporation for a period of time which equals the length of the term of the previous elected
       office.

       Regular Meetings
               4.03. Regular meetings of the Board of Directors shall be held at such time, date and
       place as may be fixed by the Board of Directors. The Board of Directors may provide by
       resolution the time and place, either within or without the State of Texas, for the holding of
       additional regular meetings of the Board without other notice than such resolution.

       Special Meetings
              4.04. Special meetings of the Board of Director’s may be called by or at the request of the
       President or any two (2) Directors. The person or persons authorized to call special meetings of
       the Board may fix any place, either within or without the State of Texas, as the place for holding
       any special meetings of the Board and must notify all members of the Board of said meeting.

       Notice
              4.05. Notice of the scheduled monthly regular meetings of the Board of Directors shall be
       published in the monthly newsletter of the corporation.

       Quorum
               4.06. A simple majority of the Board of Directors shall constitute a quorum for the
       transaction of business at any meeting of the Board.

       Manner of Acting
              4.07. The act of a simple majority of the Directors present at a meeting at which a
       quorum is present shall be the act of the Board of Directors, unless the act of a greater number is
       required by law or by these bylaws.

       Vacancy
               4.08. A vacancy in any of the Aat Llarge Ddirectorships because of death, resignation,
       relocation, disqualification or otherwise, may will be restoredfilled by the Secretary or Treasurer
       as appointed by the Board of Directors if the next regularly scheduled election for the vacated
       At-Large Directorship is more than 6 months from the date of the Vacancy. until due process of
       section 4.02 is carried out for the election by the membership of a replacement to fill the
       remaining term. The officer vacancy as a result of this appointment will be resolved in
       accordance with Section 5.04 below.
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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation


       Absence
                4.09. The absence of a Director(s) occurring at a Board of Directors meeting shall be
       filled, for the duration of the meeting only, first by the Secretary and then the Treasurer of the
       corporation.

       Compensation
               4.10. Directors as such shall not receive any stated salaries for their services, but by
       resolution of the Board of Directors and a simple majority vote of the membership, a fixed sum
       and expenses of attendance, if any, may be allowed for attendance at each regular or special
       meeting of the Board; but nothing herein contained shall be construed to preclude any director
       from serving the corporation in any other capacity and receiving compensation therefore.

       Informal Action by Directors
              4.11. Any action required by law to be taken at a meeting of Directors, or any action
       which may be taken at a meeting of Directors, may be taken without a meeting if consent in
       writing setting forth the action to be taken shall be signed by all of the Directors.

       Removal
               4.12. At any special meeting called for such purpose, any Director may be removed for
       cause upon the affirmative vote of two/thirds (2/3) of the members present at a special meeting.
       Written demand for said special meeting shall be submitted in writing to the Board of Directors
       who shall provide notice of the date, place, and time of the special meeting by announcing same
       in the monthly newsletter which precedes such special meeting.

       ARTICLE 5               OFFICERS
       Definitions
               5.01. The Officers of the corporation shall be a President, a Vice President, a Secretary, a
       Treasurer, and such other Officers as may be elected in accordance with the provisions of this
       Article. The Board of Directors may elect or appoint such other committees or Officers,
       including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall
       deem desirable, such committees or Officers will have the authority and perform the duties
       prescribed, from time to time, by the Board of Directors.

       Qualification, Election and Term of Office
               5.02. The Officers of the corporation shall be elected annually by the members at the
       regular December meeting of the members. All Officers must be members in good standing of
       the corporation for a period of at least one (1) year prior to the time of their election. Proposed
       Officers must be nominated by at least two members. The names of all persons nominated, at the
       November meeting, for the respective offices shall be published in the next issue of the
       newsletter of the corporation which follows the date of the regular November meeting.
       Additional nominations for the offices will be taken prior to elections at the December meeting.
       Each Officer shall be elected upon the affirmative vote of a simple majority of the votes cast by
       members present at the regular meeting called for such purpose. If one of the candidates for any
       particular office does not receive a majority of the votes cast, a second ballot will be taken
       between the two candidates who received the most votes on the ballot. In the event of a tie for
       second place, the top three (3) candidates will be in a run off election. If the election of Officers
       shall not be held at such meeting, such election shall be held as soon thereafter as convenient.
       Each Officer shall hold office for a term of one (1) year beginning the first day of January, or
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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

       until his/her successor shall have been duly elected and shall have qualified. No member may be
       elected to serve more than two (2) full consecutive terms in any one position. All Officers must
       attend at least 60% (in number and not duration) of all business meetings of the corporation
       (Board meetings and meetings of the members whether regular or special), or such Officer will
       be subject to recall and be prohibited from being elected to any elected position within the
       corporation for a period of time which equals the length of the term of the previous elected
       office.

       Removal
                5.03. Any Officer may be removed by the vote of the members whenever in their
       judgment the best interests of the corporation would be served thereby, but such removal shall be
       without prejudice to the contract rights, if any, of the Officer so removed. The removal of an
       Officer shall be in the same manner and required vote as the removal of a Director pursuant to
       Section 4.12 above.

       Vacancies
               5.04. A vacancy in any office because of death, resignation, relocation, disqualification or
       otherwise, may be restored filled by an appointment by the Board of Directors by appointing a
       qualified member to fill the remaining term caused by such vacancy. The proposed candidate for
       the appointment must meet the qualifications contained in section 5.01 above and must be
       approved by a simple majority of the Board of Directors. No Special Meeting is required for this
       action.until due process of section 5.02 is carried out for the election by the membership of a
       replacement to fill the remaining term.

       President
               5.05. The President shall be the principal executive Officer of the corporation and shall
       in general supervise and control all of the business and affairs of the corporation. He/she shall
       preside at all meetings of the members and of the Board of Directors. He/she may sign, with the
       Secretary or any other proper Officer of the corporation authorized by the Board of Directors,
       any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have
       authorized to be executed, except in cases where the signing and execution thereof shall be
       expressly delegated by the Board of Directors or by these Bylaws or by statute to some other
       Officer or agent of the corporation; and in general he/she shall perform all duties incident to the
       office of President and such other duties as may be prescribed by the Board of Directors from
       time to time.

       Vice President
               5.06. In the absence of the President or in the event of his/her inability or refusal to act,
       the Vice President shall perform the duties of the President, and when so acting shall have all
       the powers of and be subject to all the restrictions upon the President. The Vice President shall
       serve as the Director of Activities and perform such other duties as from time to time may be
       assigned by the President or Board of Directors.

       Treasurer
               5.07. If required by the Board of Directors, the Treasurer shall give a bond for the
       faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of
       Directors shall determine. He/she shall have charge and custody of and be responsible for all
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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

       funds and securities of the corporation; receive and give receipts for monies due and payable to
       the corporation from any source whatsoever, and deposit all such monies in the name of the
       corporation in such banks, trust companies, or other depositories as shall be selected in
       accordance with the provisions of Article 8 of these bylaws; maintain, prepare corporate
       financial books and records, budgets, and provide an Officer’s report of financial condition to
       the members; and in general perform all the duties incident to the office of the Treasurer and
       such other duties as from time to time may be assigned by the President or Board of Directors.
       Qualified candidates should have a basic knowledge of bookkeeping and accounting skills.
       Additionally, the Treasurer should coordinate and assist in the filing of the necessary state and
       federal tax forms as required by the State of Texas and the IRS.

       Secretary
                5.08. The Secretary shall keep the minutes of the meetings of the members and of the
       Board of Directors in one or more books provided for that purpose and in accordance with
       Article 8; give all notices in accordance with the provisions of these Bylaws or as required by
       law; be custodian of the corporate records and of the seal of the corporation, and affix the seal
       of the corporation to all documents, the execution of which on behalf of the corporation under
       its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of
       the post office address of each member which shall be furnished to the Secretary by each
       member; and in general, perform all duties incident to the office of Secretary and such other
       duties as from time to time may be assigned by the President or Board of Directors.

       ARTICLE 6               CONTRACT, CHECKS, DEPOSITS, FUNDS & GIFTS
       Contracts
               6.01. The Board of Directors may authorize any Officer or Officers, agent or agents of
       the corporation, in addition to the Officers so authorized by these Bylaws, to enter into any
       contract or execute and deliver any instrument in the name of and on behalf of the corporation.
       Such authority will be confined to specific instances.

       Checks and Drafts
                6.02. All checks, drafts, or orders for the payment of money, notes, or other evidences
       of indebtedness issued in the name of the corporation shall be signed by such Officer or
       Officers, agent or agents of the corporation and in such manner as shall from time to time be
       determined by resolution of the Board of Directors. In the absence of such determination by the
       Board of Directors, such instruments shall be signed only by the Treasurer.

       Deposits
               6.03. All funds of the corporation shall be deposited from time to time to the credit of
       the corporation in such banks, trust companies, or other depositaries as the Board of Directors
       may select.

       Gifts
                6.04. The Board of Directors may accept on behalf of the corporation any contribution,
       gift, bequest, or devise for the general purposes or for any special purpose of the corporation.


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                                                   Bylaws of the
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                                           A Texas Non-Profit Corporation

       ARTICLE 7               CERTIFICATE OF MEMBERSHIP
       Issuance of Certificates
               7.01. When, a member has paid any initiation fee and dues that may then be required, a
       certificate of membership shall be issued in his/her name and delivered by the Secretary or
       Membership Committee, if the Board of Directors shall have provided for the issuance of
       certificates of membership.

       ARTICLE 8               BOOKS AND RECORDS
               8.01. The corporation shall keep correct and complete books and records of account and
       shall also keep minutes of the proceedings of its members, Board of Directors, and committees
       having any of the authority of the Board of Directors, and shall keep at the registered or
       principal office a record giving the names and addresses of the members entitled to vote. All
       books and records of the corporation may be inspected by any member or their agent or
       attorney for any proper purpose at any reasonable time.

       ARTICLE 9               FISCAL YEAR
               9.01. The fiscal year of the corporation shall begin, on the first day of January and end
       on the last day in December in each year.

       ARTICLE 10              DUES
       Annual Dues
                10.01. The Board of Directors may determine from time to time the amount of initiation
       fee, if any, and the annual dues and pro rations thereof payable to the corporation by members
       of each class.

               10.02. The Board of Directors may approve exceptions to the policy established in
       section 10.01 above.

       Payment of Dues
                10.032. Annual dues shall be payable in advance at, or before, the regular meeting of
       members held in December of each year. Dues of a new member shall may be prorated from
       the first day of the month in which such new member becomes a member, for the remainder of
       the fiscal year of the corporation.in accordance with the dues policy as establish by the Board
       of Directors referred to in section 10.01 above.

       Default and Termination Suspension of Membership
               10.043. When any member of any class shall be in default in the payment of dues for a
       period in excess of thirty-one (31) days from the beginning of the fiscal year, his/her
       membership is shall be suspended until all dues are paid. terminated.

       ARTICLE 11              SEAL AND LOGO
       Seal
               11.01. The Board of Directors may provide a corporate seal, which shall be in the form
       of a circle and shall have inscribed thereon the name of the corporation.
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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation


       Logo
               11.02. The corporation shall adopt a logo for use and display by it or its members in
       carrying out the functions and purpose of the corporation. The logo will be a circle containing
       the silhouette skyline of Dallas, Texas with a Pentastar “moon” and the words “Dallas Mopar
       Club” in three (3) lines in the lower half of the circle. The logo will consist of the colors red,
       white, blue, black, and silver.

       ARTICLE 12              WAIVER OF NOTICE
               12.01. Whenever any notice is required to be given under the provisions of the Texas
       Non-Profit Corporation Act or under the provisions of the articles of the incorporation or the
       Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled
       to such notice, whether before or after the time stated therein, shall be deemed equivalent to the
       giving of such notice.

       ARTICLE 13              AMENDMENTS TO BYLAWS
              13.01. These Bylaws may be altered, amended, or repealed and new Bylaws adopted
       only upon the affirmative vote of a two-thirds (2/3) majority of the membership present at a
       duly noticed and called regular or special meeting for such purpose. Any amendment of the
       Bylaws must be submitted in writing to a member of the Board of Directors, and voted on at
       the next business meeting.

       ARTICLE 14              POINTS OF ORDER
              14.01 All points of order not specifically covered in these By-Laws will be governed by
       Robert’s Rules of Order.

       ARTICLE 15              PERSONAL LIABILITY
               15.01 All persons or corporations extending credit to, contracting with, or having any
       claim against the Club or the Board of Directors shall look only to the funds and property of the
       Club for the payment of any debt, damages, judgement, or decree, or of any other money that
       may otherwise become due or payable to them from the Club or Board of Directors, so that
       neither the Members of the Club, nor the Board of Directors, past, present, or future, shall be
       personally liable therefor.

       ARTICLE 16              DISSOLUTION
       Dissolution Event
               16.01 The Corporation shall be dissolved in the manner hereinafter provided upon the
       happening of the following event:
       A simple majority of all paid members (except associate members) shall have voted for
       dissolution at a meeting called for such purpose after a majority of the Board of Directors have
       voted to recommend to the membership that the Corporation be dissolved. Normal meeting
       quorum does not apply. This Event must be voted affirmatively by a simple majority of all
       members as defined in this paragraph.


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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation

       Method of Dissolution
               16.02 Upon the happening of the Dissolution Event, the Board of Directors shall
       liquidate the assets of the Corporation by selling such assets to willing buyers in arms length
       transactions. After creating sufficient reserves for any liabilities that may arise or be known, the
       Board of Directors shall contribute any remaining cash or properties to a charitable
       organization or to an organization with the same or similar legal (IRS) status as the Board of
       Directors may decide. Such dissolution must be completed within twelve (12) months of the
       Dissolution Event.




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                                                   Bylaws of the
                                                Dallas Mopar Club
                                           A Texas Non-Profit Corporation




                        Articles of Incorporation




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                                             Dallas Mopar Club
                                           Articles of Incorporation




                                           The State of Texas
                                            Secretary of State
                                       CERTIFICATE OF INCORPORATION

                                                             OF

                                               DALLAS MOPAR CLUB
                                            CHARTER NUMBER 01586971


           THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES

   THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED CORPORATION HAVE

   BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.


           ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE

   AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF

   INCORPORATION.


           ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A

   CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL

   TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR

   PROFESSIONAL NAME ACT OR THE COMMON LAW.

   DATED JUNE 19, 2000

   EFFECTIVE June 19, 2000




                                                                                    Original Signed by
                                                                       Elton Bomer, Secretary of State




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                                             Dallas Mopar Club
                                           Articles of Incorporation



                                           State of Texas
                                           Secretary of State
                                               JUNE 22, 2000




Ron Dillinger
7601 Dunleer Way
Dallas, Texas 75248-1638



RE:
DALLAS MOPAR CLUB
CHARTER NUMBER 01586971—01




IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD THE ARTICLES OF
INCORPORATION THAT CREATED YOUR CORPORATION. WE EXTEND OUR BEST WISHES FOR SUCCESS
IN YOUR NEW VENTURE.

AS A CORPORATION, YOU ARE SUBJECT TO STATE TAX LAWS. SOME NON—PROFIT CORPORATIONS
ARE EXEMPT FROM THE PAYMENT OF FRANCHISE TAXES AND MAY ALSO BE EXEMPT FROM THE
PAYMENT OF SALES AND USE TAX ON THE PURCHASE OF TAXABLE ITEMS. IF YOU FEEL THAT
UNDER THE LAW YOUR CORPORATION IS ENTITLED TO BE EXEMPT YOU MUST APPLY TO THE
COMPTROLLER OF PUBLIC ACCOUNTS FOR THE EXEMPTION. THE SECRETARY OF STATE CANNOT
MAKE SUCH DETERMINATION FOR YOUR CORPORATION.

IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.




VERY TRULY YOURS,

Original Signed by
Elton Bomer, Secretary of State



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                                                   Dallas Mopar Club
                                                 Articles of Incorporation



                   ARTICLES OF INCORPORATION

                                          ARTICLE ONE
The name of the corporation is:

                Dallas Mopar Club


                                          ARTICLE TWO
The corporation is a non-profit corporation.



                                       ARTICLE THREE
The period of duration is perpetual.




                                         ARTICLE FOUR
The purposes for which this corporation is formed are: to discover and memorialize the history and products
associated with or manufactured by the Chrysler Corporation and its predecessors, including products made
by its licensees; to discover, purchase, commission or otherwise procure and to publish or otherwise preserve
writings, newspapers, journals, technical data, photographs and the like, which demonstrate the history of the
development of the products originating with the Chrysler Corporation and its predecessor companies, said
products being of significant historical value in the general development of the automobile; to discover,
preserve and procure physical objects that may relate to the history of the Chrysler Corporation; to establish
and maintain a museum on land leased, owned or shared by a corporation; to establish a library, and to
promote the education and instruction of the public on the history and products associated with or
manufactured by the Chrysler Corporation; and to give aid and assistance to those interested in preserving
and restoring the products of the Chrysler Corporation.



                                          ARTICLE FIVE
The street address of its initial registered agent is:

                7601 Dunleer Way, Dallas, Texas 75248-1638.

and the name of its initial registered agent at such address is:

                Ronald R. Dillinger

      d4f6259d-a83f-400b-91f4-7952e6c3903f.doc           Original                             Page 17 of 21
                                              Dallas Mopar Club
                                            Articles of Incorporation


                                           ARTICLE SIX
The number of directors constituting the initial board of directors is:

               FIVE (5).

The names and addresses of these directors are:

                Bob Boedeker
                708 Summer Place
                Plano, TX 75094

                Gary Alexander
                13305 Rolling Hills
                Dallas, TX 75240

                Frank Maxwell
                901 Blue Lake Circle
                Richardson, TX 75080

                Gaylen Williams
                134 Northstar Court
                Plano, TX 75094

                William Evans
                1703 Canadian Trail
                Piano, TX 75023



                                      ARTICLE SEVEN
The name and address of each incorporator is:

               Ronald R. Dillinger
               7601 Dunleer Way
               Dallas, TX 75248-1638

                                                                                      Original Signed by
                                                                 RONALD R.DILLINGER, INCORPORATOR




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                                             Dallas Mopar Club
                                           Articles of Incorporation

       REVISION HISTORY

Revision
         Date     Description of Changes
Number
Original 01-11-03
Amended 01/08/10 Changes per letter of 08January2010,attached




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October 3, 2012
Page 20

                                DALLAS MOPAR CLUB
         January 8, 2010


         Dallas Mopar Club
         Directors and Officers
Report of the By Laws Committee Formed October 2009
The By-Laws committee met on Monday, November 9, 2009 to discuss and provide solutions to a limited
number of issues in the Club’s current version of the By-Laws.
The primary issues related to membership types and dues, Officer Vacancies and the related replacement
processes, Telephonic or electronic communications and meeting authorizations, Financial Budgeting and
policies related to Bereavement.
In order:
Section 2.01 Memberships. We created, at the request of Bill Bonney and others, an Honorary Membership
Status in addition to the three basic classes. Our discussion really revolved around giving this to someone for
their meritorious service, but we quickly decided that if any of us were so fortunate to receive such a
distinction, we would certainly not wish to forgo our voting privileges. As a result, we conferred full voting
privileges on this new membership class.
Section 2.03. Termination of Members. We made changes to permit a member termination by a vote of the
membership present at a meeting to terminate member, ONLY after the Board of Directors officially
“Suspends” the member.
Section 3.04. We simply permitted communications by ELECTRONIC DELIVERY. We discussed the
necessity of Telephonic Board meetings and determined that a Local Car Club has the ability to call a special
meeting requiring the presence of the Board of Directors and probably should retain that discipline. This may
be a preference item, but it was the Unanimous preference of the By Law Committee.
Section 4.08 Board of Director Vacancies. We made changes to keep this section consistent with the new
language in Section 5.04 where we specifically addressed the clubs concerns about the vacancy of officers as
in the case this year with the resignation of Bob Bodeker. See section 5.04 for more discussion. After last
months Board meeting, we have incorporated language whereby an appointment WILL be made if the
time to the next regular election is greater than 6 months from the vacancy. This was based on input and
logic pertaining to the 2 year terms of some directors versus 1 year terms of officers covered in section
5.04.
Section 5.01 Definitions. This section provides clear language authorizing the Board of Directors to appoint or
establish other committees and officers as needed. This is in response to a request that the By-Laws be
changed to provide for Standing Committees. No changes were made.
Section 5.04 Officer Vacancies. The committee addressed the concerns expressed by some members that the
process to fill such vacancies was confusing as written in the current By-Laws. Simply put, we removed
language that appeared to be there for clarification, but which somehow became confusing to some members.
As a result, the language simply states that the Board of Directors MAY fill the vacancy by an appointment.
Elections are defined in Section 5.02 and therefore, all elections follow that directive, which calls for annual
elections of officers.

Section 5.07 Budgets. The Committee reviewed the request for language requiring the preparation of a Budget
and concluded that the language currently existed in sufficient form in Section 5.07, whereby the Treasurer
shall “maintain, prepare corporate financial books and records, budgets, and provide…”.


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October 3, 2012
Page 21
Section 10.01 Annual Dues. The Committee added Section 10.02 to permit the Board of Directors to approve
exceptions to the Dues Policy that the Board establishes in accordance with Section 10.01. This permits the
Board to waive the dues for hardships or other reasons that may present themselves from time to time.
Section 10.02 becomes Section 10.03 and was changed to permit clarify that the Pro-ration of dues will follow
the dues policy established by the Board of Directors. The result is to remove such detailed policy making
from the By Laws and give that authority and responsibility to the Board of Directors.
Section 10.03 becomes Section 10.04 and was changed to clarify that membership privileges may be
suspended for the non payment of dues. The Termination language was removed as it was not indicative of the
situation that arises from the non-payment of dues. That is to say that there isn’t a membership when dues
have not been paid and the only action needed to officially suspend the privileges that comes with membership
if dues are not paid in accordance with the Dues Policy.

The Committee hopes that this discussion provides some context in which to view the recommended changes
proposed in the attached marked up version of the 1-11-03 By Law Document.
Upon approval of the Board of Directors, the Committee suggests that the Revised By Laws be reviewed by
counsel and formal modification documents are prepared.

Sincerely,



         Brad Buttermore – Chairman

Ron Dillinger

Glenn Balko




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