The following document was approved at the Chrysler 300 Club International business meeting held May 14, 2004 in Allentown, PA.


CONSTITUTION

OF THE

CHRYSLER 300 CLUB INTERNATIONAL, INC.


-Preamble-


The Chrysler 300 Club International, Incorporated [hereinafter referred to as "the Corporation"], is a non-profit organization created to promote interest in the Chrysler 300 Letter Series automobile. The Club exists to collect and publish information on these vehicles, to encourage enjoyment of these vehicles, and to hold meetings and events to further benefit these vehicles. The powers of the Corporation shall be exercised exclusively for educational purposes within the meaning of Section 501 (C) (3) of the United States Internal Revenue code or the provisions of the Michigan Department of Commerce, or the corresponding provisions of the Michigan Department of Commerce Act 327, Public Acts of 1931, as amended, and Act 284, Public Acts of 1972, as amended.

-Article I-

Definition of Terms

Section 1. Terms: When used in the Constitution, the following term shall mean:

1. Individual Members: The term individual member shall mean a member of the Corporation.

2. Chrysler 300 Letter Series automobile: This term shall include the following: 1955 C300, 1956 300B, 1957 300C, 1958 300D, 1959 300E, 1960 300F, 1961 300G, 1962 300H, 1963 300J, 1964 300K, and 1965 300L. The 1970 Chrysler 300 Hurst shall also be recognized by the Chrysler 300 Club International, Inc. and shall be designated as "Chrysler 300 Hurst Division". As such, a separate concours class shall be established for the 300 Hurst. This class shall not be in competition with any 300 Letter Series class nor against any other designated 300 automobile.

3: Voting Rights: The right to vote at business meetings or for election of club officers or for any such club business belongs only to the club member of record. I.E. spouses of club members do not have voting rights, unless they are individual members of the club. Voting rights can not be transferred.

-Article II-

Regional Club Recognition

Section 1. Regional Clubs. Regional Chrysler 300 clubs may apply for recognition by the Corporation. Any such club must maintain 100 percent of its local membership as individual members of the Corporation with a minimum of six members. Any club applying for recognition in the Corporation must:

1. Furnish proof with its letter of application that the requisite number as set above, of individual members of the applicant club are members of the Corporation; or

2. Accompany its application for recognition with application for individual membership of the requisite number of members of the applicant club.

-Article III-

Membership

Section 1. Members: Membership shall be limited to those with a genuine interest in preserving the heritage of the Chrysler 300 Letter Series automobile with no discrimination on the basis of race, color, sex, or religion.

Section 2. Membership Classification: Individual membership shall be classified as follows:

A. Active Members: Any member in good standing shall be considered an active member.

B. Honorary Members: The active members, at any duly organized meeting, may elect honorary members by unanimous vote of the active members present. Honorary Members shall be exempt from payment of dues and shall be entitled to all privileges of active members, except the right to vote for or hold elected office in the Corporation.

C. Charter Members: The following members have been designated as charter members of the Corporation. Charter Members shall enjoy all privileges of active membership. There shall be no further persons designated as Charter Members of the Corporation. The following members have been designated as charter members of the Corporation:
James Bartuska, Gil Cunningham, Duane DeButts, Robert E. Dupin, Jr., Robert E. Dupin, III, Lewis Frazer, Glenn Grell, Robert Hofgren, Arnold Lueth, Terry Lightner, Terry McTaggart, George Riehl, Jr., David Werner

Section 3. Election of Members: All requests for membership shall be by written application directed to the Membership Committee.

Section 4. Resignation: Any member may resign by filing a written resignation with the Membership Committee.

Section 5. Suspension: A member may be suspended for a period or expelled for violation of any Constitutional rule of the Corporation, or for conduct prejudicial to the best interests of the Corporation. Suspension or expulsion shall be ordered only after complying with those procedures set forth in Article X herein.

Section 6. Transfer of Membership: Membership in the Corporation can not be transferred or assigned.

-Article IV-

Dues

Section 1 . Annual Dues: The Executive Committee may determine from time to time by majority vote, the annual dues payable to the Corporation by members.

Section 2. Payment of Dues: Dues shall be payable yearly on the members' anniversary of joining.

Section 3. Default: When any member shall be in default in the payment of dues for a period of two months their membership may thereupon be terminated by the Executive Secretary after due notice.

-Article V-

Officers & Directors

Section 1. Officers: The Officers of this Corporation shall be a President, Vice President, Secretary, Treasurer, and Board of Directors, each of whom shall be elected by the members of the Corporation. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Executive Committee. Upon election to office, officers of the Corporation shall be required to divest themselves of any and all other elected or appointed positions or offices in any other club, organization, or corporation whose primary function is the promotion of interest in the Chrysler 300 Series automobiles.

Section 2. Election and Term of Office: Officers of the Corporation shall be elected by the members. Officers shall be nominated every two years at the first meeting of the Corporation held in that fiscal year. The nominees shall be presented to the entire membership of the Corporation, and the election shall be held as soon thereafter as is convenient. Each officer shall hold office until their successor has been duly elected and qualifies, or until their death or until they resign or are removed in the manner hereinafter provided. Term of office shall be for two years. Newly elected Officers assume office immediately upon election.

Section 3. Removal: Any officer, director or agent elected or appointed by the members of the Corporation may be removed by the members whenever in their judgment the best interests of the Corporation would be served.

Section 4. Vacancies: A vacancy in any office (including Board of Directors) may be filled by vote of the Executive Committee, for the remaining portion of the term.

Section 5. Consecutive Term of Office: There is no restriction on consecutive terms of Office.

Section 6. Duties of Officers: The duties and powers of the officers of the Corporation shall be provided from time to time by resolution or other directive of the members of the Corporation, and in the absence of contrary provisions the duties shall be as follows:

President

The President shall be the chief executive of the Corporation, and outside of general business meetings, shall have the general control and management of its business and affairs subject to delegation by vote of the membership. The President shall preside at all meetings of the general membership, unless otherwise determined by a majority of the members. The President shall be responsible for the care and custody of all corporate property, and shall maintain an up to date record of all such property, which shall include the name of any individual member charged with temporary custody thereof. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.

Vice President

The Vice President shall at the determination of the Executive Committee serve as chairperson in the absence of the President at any meeting of the members of the Corporation. In such cases the Vice President shall be responsible for carrying out the duties of the President. The Vice President is responsible for and is an ex officio member of the following committees:

1. Constitution and By Laws Committee

2. Publications Committee

3. Membership Committee

4. Activities Committee

Secretary

The Secretary shall attend all meetings of the Executive Committee and the general membership and shall perform such other duties as may be prescribed from time to time by the President or Executive Committee. The Secretary may delegate any of the duties, powers, and responsibilities to one or more assistant secretaries unless such delegation shall be disapproved by the Executive Committee.

Treasurer

The Treasurer shall keep an account of all money received and expended for the use of the Corporation. The Treasurer shall deposit all sums received in a bank, or banks, or trust companies approved by the Executive Committee, and make a report at the business meetings or when called upon by the President or the Executive Committee. The previous year's annual report will be printed in the first newsletter of the new fiscal year. Funds may be drawn only upon the signature of the Treasurer, President, or Executive Secretary.

The funds, books, and vouchers in the Treasurer's hands shall at all times be under the supervision of the Executive Committee and subject to its inspection and control. At the expiration of the term of office the Treasurer shall deliver over to the successor all books, money, and other properties or in the absence of a Treasurer elect, to the President, or a designee of the Executive Committee. In the event of absence or disability of the Treasurer, the Executive Committee may appoint a Treasurer pro tem.

The Treasurer may delegate any of the duties, powers, and authority to one or more assistant Treasurers unless such delegation is disapproved by the Executive Committee.

The Treasurer shall, if required by the Executive Committee, provide the Corporation such security for the faithful discharge of the duties as the Committee may direct. Any bonding fee shall be paid by the Corporation.

Executive Secretary

The Executive Secretary is appointed by the President. The term of office shall coincide with that of the President. The Executive Secretary shall perform any other duties necessary to carry out the business of the Corporation as directed by the officers and directors. The duties shall include assisting in the correspondence with and recording of all members.

Board of Directors

Section 1. Members: The Board of Directors shall consist of three persons.

Section 2. Election and Term of Office: The Board of Directors of the Corporation will be nominated and elected tri annually at the second meeting of the Corporation held in that fiscal year. The term of office begins upon election. Each Director shall hold office until the successor has been duly elected and qualifies, or until their death or until they resign or are removed in the manner hereinafter provided. Term of office shall be three consecutive years.

Section 3. Removal: Any Director elected by the members of the Corporation may be removed by the members whenever in their judgment the best interest of the Corporation would be served.

Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise of any Director may be filled by vote of the Executive Committee, for the remaining portion of the term.

Section 5. Duties: The duties shall be to share the responsibilities of running and maintaining the Corporation along with the duly elected officers.

-Article VI-

Executive Committee

Section 1. Members: The Executive Committee of the Corporation shall be:
President
Vice President
Secretary
Treasurer
Board of Directors

Section 2. Duties: The Executive Committee shall appoint such members as may be necessary to conduct the business of the Corporation; it may act on behalf of the Corporation in any manner when the General Membership is not in session; it shall report to the General Membership for membership ratification of its action. Five members shall constitute a quorum for the transaction of business. Meetings may be called by any member of the Executive Committee. Such meetings need not be in person, but may be conducted by telephone or electronically. The Treasurer's accounts will be reviewed yearly by the Executive Committee or their appointed representative. All vacancies and dismissals in any office may be filled by appointment made by the Executive Committee, subject to the approval of the General Membership at any regular scheduled meeting.

Section 3. Reimbursement of Expenses: Members of the Executive Committee shall be entitled to reimbursement by the Corporation for out of pocket expenses incurred pursuant to the conduct of corporate affairs. The amount of such reimbursement shall be approved by the General Membership.

Section 4. Annual Meetings: The Executive Committee shall be responsible for holding an annual meeting wherein club business may be conducted.

-Article VII-

Committees

Section 1. Standing Committees: The Corporation shall maintain the following committees and chairpersons so delegated:

1. Constitution and By Laws Committee
2. Publications Committee
3. Membership Committee
4. Activities Committee

Section 2. Term of Committee Membership: As members of 'Standing Committees', members shall continue to serve until excused. The Executive Committee shall review the Standing Committees, and the members thereof, every 24 months to ensure the proper committees have been delegated and staffed.

Section 3. Duties of Committees:

Constitution and By Laws Committee

The Constitution and By Laws Committee shall be appointed by the Executive Committee, subject to the approval of the general membership. All proposed revision, amendment or repeal of the corporate Constitution or By Laws shall first be referred to this Committee for review and recommendations. After due investigation and review, the findings and recommendations of the Committee shall be presented to the general membership at a regular business meeting or a special meeting called for such purpose. The Committee shall retain a permanent record of all resolutions passed during the year by the general membership.

Publications Committee

The Publications Committee shall be responsible for the publication and distribution of all corporate sponsored publications. The duties shall include, but not be limited to, the receiving, preparation, editing, printing and distribution of such material to the membership.

Membership Committee

The Membership Committee shall have general responsibility over matters relating to corporate membership. It shall provide information and answer all correspondence from members and non-members relating to corporate membership.

Activities Committee

The Activities Committee shall be responsible for coordinating events sanctioned by the Corporation involving the use or display of Chrysler 300 Letter Series motor vehicles. Further, the Activities Committee shall be responsible for selecting the location for the Annual corporate business meeting, to be held concurrent with the Spring Meet; and the Semi annual meeting, to be held concurrent with the Fall Meet. The Activities Chairperson may delegate duties, powers and authority to one or more Assistant Chairpersons unless such delegation is disapproved by the Executive Committee.

Section 4. Special Committees: The Executive Committee may, at any time, appoint other committees on other subjects for which there are no standing committees.

Section 5. Committee Quorum: For committees comprised of three of more persons, two thirds of the members shall constitute a quorum for the transaction of business. For committees comprised of less than three persons, a simple majority constitutes a quorum.

-Article VIII-

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.


-Article IX-

Emblem

Section 1. The official emblem of the Corporation shall be:

Black and White checkered crossed flags imposed over the tri color emblem of Red, White and Blue, characteristic of the emblem particular to the 1957 through 1962 Chrysler 300 Letter Series automobile. The emblem can also appear in Black and White when necessary.

Section 2. The emblem of the Corporation shall always contain the inscription "Chrysler 300 Club".


-Article X-

Membership Suspension or Termination

Section 1. General Offenses: A member violating any provisions of the Constitution or rules of the Corporation, or who shall be guilty of conduct unbecoming a member, shall be subject to fine, reprimand, suspension or expulsion.

Section 2. Preferring Charges: A member may prefer charges against another member. All charges must specify the complaint, must be made in writing and signed and sworn to by the complaining member. All charges must be filed with the Secretary and entered in full in the minutes of a regular meeting of the General Membership.

Section 3. Penalties: The Executive Committee, by a majority vote and with the advice and consent of two thirds of the members present at any business meeting, may impose such penalties as they deem fitting and proper, including but not limited to: fine, reprimand, suspension, or expulsion against any member.

Should the Executive Committee, by a majority vote thereof, determine any member to be guilty of using the Corporation for personal gain, that member shall be expelled.

Section 4. Suspension or Dismissal: Any suspended or dismissed individual shall have the right to appeal in person or in writing to the Executive Committee. The Executive Committee may continue the suspension for a definite term or terminate the suspension or expel the member, and its decision shall be final.

Section 5. Executive Committee Removal: Any officer or board member may be removed from office by a majority vote of the Executive Committee, subject to appeal by the aggrieved officer to the general membership. In the event of an appeal, the general membership shall make final disposition regarding removal from office by majority ballot.

Section 6. Suspension: A suspended member shall be penalized as follows:

1. Shall remove themselves from the organization.
2. Shall be denied all organization privileges by the Corporation.
3. Shall not vote, attend meetings, hold office, or have any voice whatever in the affairs of the Corporation.
4. Shall not represent the Corporation in any capacity.

Section 7. Reinstatement After Suspension: When an individual member is suspended for a definite length of time, the member shall be automatically reinstated when such time has elapsed, provided that the member has paid all bills and back dues that they owe to the Corporation.

-Article XI-

Liability

Section 1. Corporate Liability: All persons, corporations, partnerships, groups, or associations extending credit to, contracting with, or having any claim against the Corporation, or officers thereof, shall look only to the funds and property of the Corporation for payment of any judgment, contract, claim, debt, or decree, or any other money that otherwise becomes due and payable to them from the Corporation or its officers and, unless specifically otherwise provided by law, the officers and members shall not in any manner be personally liable thereof.

Section 2. Liability for Debts of Recognized Clubs: The Corporation shall not incur nor be responsible for any debt, damage, judgment, contract, claim or decree, or liabilities of any kind or nature, incurred or sustained by an approved local organization, club, or association of any persons acting in such capacity, unless said local group has obtained prior approval in writing signed by a majority of the Executive Committee.

-Article XII-

Indemnification

Section 1. Indemnification of Officers: The General Membership may indemnify and reimburse from funds of the Corporation, each agent or officer of the Corporation and their heirs, executors, administrators, and assigns for any judgment against them and for expenses necessarily incurred by them in connection with the defense or reasonable settlement of any such action, suit, or proceeding to which they are a party by reason of any authorized conduct in such capacity. Further, the Corporation may indemnify any such agent or officer of the Corporation for any act or acts which a Corporation could lawfully indemnify any such agent or officer under the provisions of the Business Corporations Act of the State of Michigan.

-Article XIII-

Dissolution

Section 1. Property: If, for any reason, this Corporation is disbanded, or dissolved, any property held in the corporate name, shall be liquidated and turned into cash in accordance with the decisions made by the then active members. After all Corporation liabilities have been paid, the remaining cash shall be donated to a non profit charitable organization chosen by the active members of the Corporation.

Section 2. Dissolution: Dissolution of the Corporation shall be in accordance with all applicable Federal and State of Michigan Laws.

-Article XIV-

Amendments

Section 1. By Laws: The By Laws may be amended, repealed or altered in whole. Any member may propose an amendment by submitting a written proposal to the Executive Committee. The Executive Committee shall then task the Constitution Committee to review the proposal as per Article VII Section 3. When presented for vote by the General Membership, a three fourths majority of all voting members present shall pass any such motion for amendment.

Section 2. Advance Notice: Each member of the Corporation shall be advised of the proposed amendment not less than twenty one days in advance of the meeting at which such vote will take place.

-Article XV-

Waiver of Notice

Section 1. Waiver: Whenever any notice is required to be given to any member of the Corporation under the provisions of this Constitution or under any provision of the Articles of Incorporation or under any other provision of law, 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 XVI-

Section 1. The Chrysler 300 Clearing House: The Chrysler 300 Clearing House shall be a wholly owned division of the Chrysler 300 Club International, Inc., that shall be operated by active member(s) appointed by the Executive Committee, and whose term shall be concurrent with the Corporation's elected officers. All correspondence, information, and material shall remain as the property of the Corporation.

Section 2. Purpose: The purpose of the Clearing House shall be to centralize information about Chrysler 300 Letter Series automobiles and parts. This information shall be available to members of the Corporation upon request, as a free and non compensated service. Current information will be published in the Corporation's newsletter.

-Article XVII-

Section 1. Corporation meetings shall be governed by Rules of Parliamentary Procedure as provided in "Robert's Rules of Order", newly revised.