Section 1. Membership Description
The Pacific Northwest Chapter of the Vintage Thunderbird Club International (hereafter "the Club") is an organization whose emphasis is to join together owners and/or persons having an interest in the preservation and enjoyment of the Thunderbird automobile manufactured by the Ford Motor Company from 1955 to present.
Membership shall consist of those persons who have paid all initiation fees and any regular dues or charges established by the Club for its members. Membership shall be considered to be a family membership. If one member of a family has qualified for and has paid for membership, it shall include the member's spouse and any dependent children. Dues shall be paid to the Club membership chairman in the amount of $25, for renewals, if paid by January 1 or $30 if paid after January 1. Life members are exempt from dues. Dues for International membership will be made directly to International.
Section 2. Annual Meeting
The annual meeting of the membership of the Club shall be held in January or February of each year. Special meetings of the membership of the Club may be called from time-to-time at the discretion of the board of directors of the Club.
Section 3. Quorum
At any meeting of the membership of the Club, a majority of the members present, in person, shall constitute a quorum. In the case of a family membership, the family is entitled to only one vote. If more than one member of a family pays dues, that member will also be eligible to vote.
Section 4. Removal from Club Membership
Any member of the Club may be removed from membership by a 66 2/3 per cent vote of a quorum of the membership of the Club in attendance at a regular or special meeting of the membership. Notice of such proposed removal must be given to the member sought to be removed at least ten (10) days prior to the meeting at which the question is to be voted upon.
Section 1. Management of Business and Property of the Club
The business and property of the Club shall be managed by the board of directors. No board position shall be eliminated while it is filled.
Section 2. Election of Club Directors
The directors of the Club shall be elected by a majority vote of a quorum of the membership at the annual meeting of the membership, which shall be the beginning of the corporate year.
Section 3. Term of Office of Directors
The directors shall serve until their replacements are elected. The length of the term of each director shall be as follows, or until their successors are elected:
A. One-half (1/2) of the director positions plus one (1) position shall be for a term of two (2) years.
B. The remaining director positions shall be for a term of one (1) year.
C. The Board of Directors shall consist of the following:
President 2 years
Vice President 2 years
Secretary 2 years
Treasurer 2 years
Director 1 year
Director 1 year
Section 4. Meetings of the Board of Directors
The board of directors of the Club shall hold an annual meeting in addition to such special meetings as the board shall deem necessary for the competent management of the affairs of the Club. A special meeting may be called by the president, the secretary, or any two (2) directors. Special meetings of the board of directors shall not be held without providing at least ten (10) days written notice to the members of the board of directors, provided, written waiver of such notice by any director shall be considered as proper notice to any director signing such waiver.
The board of directors may meet for special meetings by telephonic communication as permitted by law. Meetings by telephonic communication shall not be a substitute for the regular annual meeting.
Section 5. Vote of Directors
Each member of the board of directors shall possess one vote in matters coming before the board. The president, who is a member of the board, shall not vote except in the case of a tie.: provided, the president, who shall be a member of the board of directors, shall not vote except in the case of a tie. All voting at meetings of the board of directors shall be by each member in person, and voting by proxy shall not be permitted. Four (4) members of the board of directors shall be considered a quorum if the president is also in attendance. If the president is not in attendance, five (5) members of the board shall constitute a quorum.
Section 6. Removal of Director from Office
Any director may be removed from office by a vote of 66 2/3 per cent or greater vote by the membership at any regular or special meeting of the membership of the Club. Notice of the proposed removal of a director must be given to such director at least ten (10) days prior to the date of the meeting at which such removal is to he voted upon. Such notice to the director must state the cause for the proposed removal.
Section 7. Unexcused Absences from Board of Directors
Unexcused absence from three (3) consecutive meetings of the board of directors shall be cause for removal of a director.
Section 8. Vacancy on Board of Directors
Any vacancy occurring on the board of directors by reason of death, resignation, or removal of a director shall be filled by the board of directors. Such appointee shall serve during the unexpired term of the director whose position has become vacant.
Section 9. Election of Officers
The Board of Directors will solicit candidates for Officers of the Club and present the slate to the membership at the Annual Meeting. Additional candidates may be nominated by the Club's members. Elected officers are as follows: President, Vice President, Secretary and Treasurer. The members, present at the meeting, will elect the officers by majority vote. Officers will become members of the Board of Directors. Directors will also be elected by majority vote.
DUTIES OF OFFICERS
The president shall be a member of the board of directors and shall preside at all meetings of the board and the membership, execute all instruments on behalf of the Club, call such meetings of the membership and the board, as shall be deemed necessary, other than the annual meeting of the membership, and perform such other duties usually inherent in such Office. The president shall be a member of the International Club.
Section 2. Vice President
The vice president shall act for the president in his absence and perform such other acts as the president may direct.
Section 3. Secretary
It shall be the duty of the secretary to keep all records of the meetings of the board of directors and the membership and to perform such other acts as the president or the board may direct.
Section 4. Treasurer
The treasurer shall receive and be accountable for all funds belonging to the Club, pay all obligations incurred by the Club when payment is authorized by the board of directors, maintain bank accounts in depositories designated by the board of directors and render periodic financial reports to the board of directors and to the membership.
These bylaws may be amended by a majority vote of the board of directors of the Club at a regular or special meeting thereof.