BY-LAWS

EL PASO CORVETTE CLUB

(A Not-for-profit Organization)

Approved Revision June 19, 2008

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PREAMBLE

In order to promote interest in Corvette automobile ownership and operation, and to further establish an organized effort to encourage others to participate in the ownership and enjoyment connected with the use of said automobile; and to that end, to hold meetings, affairs, rendezvous and other gatherings, public and private in furtherance of said purpose, EL PASO CORVETTE CLUB (herein after referred to as the "Club"), a not-for-profit organization, hereby adopts these revised by-laws as herein after set forth.

ARTICLE I - MEMBERSHIP

Section 1. Members

Membership shall be limited to owners or principal operators of Chevrolet Corvette motor sport vehicles. Applicants must be twenty one (21) years of age or older. All primary applicants are required to also apply for membership in the NATIONAL COUNCIL OF CORVETTE CLUBS, INC. (herein after referred to as "NCCC").

Section 2. Membership Classification

Individual memberships shall be classified as follows:

A. Primary -Each applicant for primary membership shall furnish proof of compliance with the requirements set forth in Section 1 of this Article. Upon approval of the application and payment of the required dues, the applicant shall become a primary member. Every member must comply with the requirements set forth in Section 1 to be eligible to continue as a primary member of this organization.

B. Spouse Members - The spouse of any primary member may become a member upon the payment of membership dues. Such member shall be entitled to all the privileges of a primary membership, otherwise any spouse of a primary member will be considered a voting participant, encouraged to partake in all club activities. To hold an office, a spouse must become a primary member, and pay such dues.

C. Dependent Members - The dependent (ages 16 – 21) of any primary member may become a member upon the payment of membership dues. Such member shall be entitled to all the privileges of a primary membership, otherwise any dependent of a primary member will be considered a non-voting participant, encouraged to partake in all club activities. Dependent members may not hold any office, neither elected nor appointed.

D. Associate Member – An associate member is any person who has a genuine interest in Corvettes, but is not currently an owner or a principle operator of one. Such members upon payment of dues will be considered a non-voting participant, encouraged to partake in all club activities. Associate members may not hold any office.

E. Honorary Members - The general membership, at any duly organized meeting, may elect honorary members by a majority vote of the members present. Honorary members shall he exempt from payment of dues and shall he entitled to all privileges of primary members, except the right to vote or hold office. Honorary members need not comply with the requirements set forth in Section 1 of this Article.

Section 3. Election of Members

All requests for membership shall be by written application directed to the Membership Committee. The Membership Committee shall determine that each applicant fully complies with the membership requirements.

Section 4. Resignation

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 dues, assessments, or other charges theretofore accrued and unpaid.

Section 5. Suspension

A member may be suspended for a period of time or expelled for the violation of any by-law or rule of the "Club" or for conduct prejudicial to the best interest of the "Club". Suspension or expulsion shall be ordered only after complying with those procedures set forth in Article VIII herein.

ARTICLE II --- DUES

Section 1. Annual Dues

The general membership may determine from time to time the amount of the annual dues payable by all Primary, Spouse and Associate Members to the "Club". The current rate of annual dues for Primary members will be prorated quarterly, based upon when membership is approved.

Section 2. Payment of Dues

Dues shall be payable in advance on the first day of November for the following fiscal year of the "Club" for both the "Club" and "NCCC". Local "Club" dues are prorated quarterly.

Section 3. Default

When any member shall be in default in the payment of dues for a period of two weeks from the beginning of the fiscal year, his/her membership may thereupon be automatically terminated.

ARTICLE III --- THE GENERAL MEMBERSHIP

Section 1. General Powers

The business and affairs of the "Club" shall be managed by its general membership.

Section 2. Duties

The general membership may:

A. Hold meetings at such times and places as it deems proper.

B. Admit members and suspend or expel them.

C. Appoint committees from its membership.

D. Devise and carry into execution such other measures as it deems proper and expedient to promote the objectives of the "Club" and to best protect the interest and welfare of the membership.

Section 3. Monthly Meetings

Regular meetings of the general membership shall be held every month at such locations as is determined by the Board of Directors. Special meetings of the general membership may he called by the President upon the written request of any ten (10) members.

Section 4. Notice of Meetings

A written or e-mail notice of each regular and any special meeting of the general membership stating the time, place, date and purpose thereof shall be mailed at least seven (7) days prior to the date of such meetings. Notices will also be placed on the website. It is the member’s responsibility to maintain correct address or e-mail information with the club, and to check the website for updates.

Section 5. Quorum

The voting membership in attendance at any regularly scheduled or special meeting, for which notice was given, constitutes a quorum for the transaction of business.

Section 6. Annual Meeting

An annual meeting of the general membership shall be held during the month of December or following January of each year for the election of officers, except the Governor, and for such other business as may lawfully come before the meeting. The exact time and place of the annual meeting shall be determined by the Board of Directors, with proper notice given to each member such as specified in Section 4 of this Article.

Section 7. Election of the Governor

The election of the Governor shall take place at the October monthly meeting. The Governor shall take office on the 1st day of November. This term of office shall be changed as necessary to comply with "NCCC" request.

ARTICLE IV --- OFFICERS

Section 1. President

The President shall be the chief executive officer of the "Club", and in the recess of the general membership shall have the general control and management of its business and affairs, subject, however, to the right of the members to delegate any specific powers, except such as may be by statute exclusively conferred upon the President, to any other officer or officer of the "Club". He/she shall preside over all meetings and shall maintain an up-to-date record of all "Club" 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.

Section 2. Vice-President

In the case of the President's death, resignation or permanent disability to act, the duties usually pertaining to that office, shall be performed by the Vice-President, until the next monthly meeting, when a new President shall be elected. He/she shall serve on the Activities Committee.

Section 3. Secretary

The Secretary shall attend all meetings of the membership and Board of Directors and shall record all minutes and votes in a book kept for this purpose which shall at all times remain the property of the "Club". It is the responsibility of the Secretary to have a back up person to take meeting minutes, in the event he/she is not able to attend. He/she shall give all notices of meetings of the membership as required by Article III, Section 4 herein, by publication in the monthly newsletter or other means as appropriate. He/she shall have custody of the "Club’s" membership and business records and shall coordinate membership activities with the Membership Committee. He/she shall read the minutes of the last business meeting at all monthly meetings.

Section 4. Treasurer

The Treasurer shall, subject to such conditions and restrictions as may be made by the Board of Directors, have custody of all monies, debts and obligations belonging to the "Club". He/she shall make all payments of the "Club's" debts upon approval of the Board of Directors. All contracts, checks, drafts, money orders, notes or other orders for payment of money shall be signed in the name of the "Club" by the Treasurer and countersigned by any other Officer. He/she shall provide the "Club" with such security for the faithful discharge of his duties as the Board of Directors may direct. Any bonding fee shall be paid for by the "Club". The Treasurer shall keep an account of all monies received and expended for the use of the "Club" and shall deposit all sums received in a bank, or banks approved by the Board of Directors; and make a report at the annual meeting and all such monthly meetings as may be requested. The Treasurer automatically is a member of the Membership Committee.

Section 5. Governor

The Governor shall be responsible for all information between the "Club" and "NCCC". He/she will keep the "Club" informed as to all rule changes, dues, events, membership and competition. He/she must help all members with any problems or questions they may have regarding "NCCC". He/she will attend or proxy Governor's meetings and vote in representation of the "Club's" views. He/she shall keep track of all membership dues into the "NCCC" and handle all sales of "NCCC" patches, decals, jewelry, etc. He/she will help the "Club" with all its sanctioned events and insurance problems. He/she shall, in general, promote the "Club" to "NCCC" and "NCCC" to the "Club". He/she will work closely with all members of the Board of Directors and Officers, both of the "Club" and "NCCC".

Section 6. Officer-At-Large

The membership at large shall elect one (1) primary member to serve as an Officer-At-Large on the Board of Directors after the membership of all members reaches sixty (60) members to serve from annual election to the next annual election. During the year as the membership increases, one (1) additional primary member for each twenty(20) additional members over sixty (60) members will he elected by the membership at large to serve on the Board of Directors. Once the membership reaches 100, one (1) additional primary member for each additional twenty five (25) additional members will be elected by the membership at large to serve. Announcement of the need of an additional Board Member(s) will be made by e-mail and posted on the web page. The additional Board Member will he nominated and elected at the next business meeting. The term of service will be from date of election to the next annual election. The duties and responsibilities of each Officer At Large will be determined by the current board.

Section 7. Sergeant-At-Arms

The Sergeant-At-Arms shall assist in preserving order at all business and social meetings of the "Club".

ARTICLE V --- BOARD OF DIRECTORS

Section 1. Members

The Board of Directors of the "Club" shall be:

President

Vice-President

Secretary

Treasurer

Governor

Officer-At-Large - the number of such members as determined by the size of the general membership as directed in Article IV, Section 6.

Past President - will be from the immediately preceding fiscal year, at his/her own discretion. (Notation: this position is a member of Board of Directors, however, is not an officer of the "Club".)

Section 2. Duties

The Board of Directors shall appoint such committees as may be necessary to conduct the business of the "Club"; it may act on behalf of the "Club" in any manner when the general membership is not in session; it shall report to the general membership for ratification of its action. Four board members shall constitute a quorum for the transaction of business. Meetings may be called by the President or by any four members of the Board of Directors.

ARTICLE VI --- COMMITTEES

Section 1. Appointments

The President shall appoint such committees as he/she finds desirable from time to time and shall outline the duties and responsibilities of such committees. All reports or action taken by a committee must be by a majority vote of the entire committee. In addition to the authority granted above, certain standing committees, as set forth, shall be appointed annually by the President.

Section 2. Standing Committees

The "Club" shall maintain the following standing committees:

A. Membership Committee

B. Activities Committee

C. Web Site Committee

Section 3. Term of Committee Membership

Membership on any committee shall coincide with the term of the President.

Section 4. Committee Quorum

Two-thirds (2/3) of the members of any committee shall constitute a quorum for the transaction of business.

ARTICLE VII --- FISCAL YEAR

The fiscal year of the "Club" shall begin on the first (1st) day of January and end on the last (31st) day of December.

ARTICLE VIII --- MEMBERSHIP SUSPENSION OR TERMINATION

Section 1. Suspension or Dismissal

The Board of Directors shall have the right to terminate or suspend the membership of any individual member for any infraction of the "Club" by-laws or other rules and regulations. Such individual shall have the right to appeal any such determination by the Board of Directors in person or in writing before the general membership. The general membership may thereafter continue the suspension for a definite term or terminate the suspension, or expel the member, and its decision shall be final.

Section 2. Officer Removal

Any officer may be removed from office by a majority vote of the Board of Directors, 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.

Section 3. Penalties

The Board of Directors, upon a majority vote thereof, may impose other such penalties as they deem fitting and proper, including, but not by way of limitation, fine, reprimand, suspension or expulsion against any individual member. Should the Board of Directors, by a majority vote thereof, determine any member to be guilty of using the "Club" for personal gain, then, in that event, such member shall be expelled.

Section 4. General Offenses

Any individual member who shall violate any of the provisions of the by-laws, rules, regulations or edicts of the "Club", which have been properly approved, or who shall be guilty of conduct unbecoming of a gentleman or lady, or who shall be found to be in violation of sportsmanlike attitudes fostered by the "Club", shall be guilty of an offense against the "Club" and shall be subject to fine, reprimand, suspension or expulsion.

Section 5. Preferring Charges

Any individual member may prefer charges against another member specifying the particular acts complained of. All charges 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 6. Summons

When charges are preferred against an individual member, he shall be served with a written notice by the President or the Secretary directing his/her to appear before the Board of Directors which has the powers to hear such charges and act upon according to Section 1 of this Article. Such notice shall contain the time, date and place of such hearing and shall further contain a written specification of the charge(s) which have been preferred against the member. Such notice shall be mailed to said member at least ten (10) days prior to the date of the hearing.

Section 7. Expulsion

Any individual member who has been expelled shall no longer be carried on the official rolls of the "Club". He/she shall relinquish all financial claims against the organization and shall be prohibited from attending any function, social or otherwise, of the "Club".

Section 8. Suspension

A suspended individual member shall be penalized as follows:

A. He/she shall remove himself/herself from the "Club".

B. He/she shall be denied all organization privileges by the "Club".

C. He/she shall not vote, attend meetings, hold office, or have any voice whatever in the affairs of the "Club".

D. He/she shall not represent the "Club" in any capacity.

Section 9. Reinstatement After Suspension

When an individual member is suspended for a definite length of time, he/she shall be automatically reinstated when such time has elapsed, provided that he/she has paid all bills and back dues that he/she owes to the "Club".

ARTICLE IX --- AMENDMENTS

These by-laws may be amended, repealed or altered in whole, or in part, by the general membership. All motions to amend these by-laws shall be read and ordered, by the President, to lie on the table for at least one month. A second reading shall be made before the general membership may vote thereon. A three-fourths (3/4) majority of all voting members present, at the time the vote is taken, shall be necessary to pass any such motion for amendment. Each member shall be advised of the proposed amendment not less than twenty-one (21) days in advance of the meeting at which such vote will take place.

Original January 12, 1989

Approved Revision June 19, 2008