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.
(**): July 9 2018: we believe the correct code is Section 501 (C) (7)
-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:
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:
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
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.
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.
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
President
Vice President
Secretary
Treasurer
Board of Directors
2. Publications Committee
3. Membership Committee
4. Activities Committee
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.