Club Bylaws

BYLAWS OF THE NAPA VALLEY A'S

(With Amendments dated April 26, 2007)

ARTICLE I

Name

The name of this organization shall be NAPA VALLEY A'S

Address: Napa, California.

ARTICLE II

Purpose

Section 1:

To serve as a medium of exchange of ideas, information, and parts for admirers of the Model A Ford car, and to aid them in their efforts to restore and preserve the car in its original likeness. This club will provide general supervision, direction, control, and assistance to its members in their restoration process.

Section 2:

To unite in a central organization all owners who are interested in restoring and maintaining the automobile in a manner to attract prestige and respect within the community, and further to help these owners to become better acquainted. To encourage and maintain among its members the spirit of good fellowship, sociality, and fair play through sponsored activities including the use of the Model A Ford and family participation.

Section 3:

The club shall be noncommercial, nonsectarian, and nonpartisan.

ARTICLE III

Members

Section 1: Requirements

(a) An interest in the objectives of the club and a desire to take an active part in the club activities shall be the primary requirements for membership. Requirements for membership shall not insist upon the actual possession of a Model A Ford. An applicant for membership must be of such character as to be of benefit to the club and its function and objects, and must display sincerity of purpose.

(b) All members must meet the requirements of the California Financial Responsibility Law with respect to any car used in club activities. The club is not responsible for acts of members or member's vehicles and action cannot be brought against the club for any member's careless acts for any reason.

Section 2: Dues

a) Established membership. Annual dues shall be established by a majority vote of the membership. Husband and wife shall have one vote each. Single members have one vote. All club activities, with the exception of voting privileges, are open to all family members.

b) New membership. New members joining during the period of January 1 through June 30 shall pay the full amount as indicated above. New members joining during the period July 1 through December 31 shall pay half of the annual dues. This applies only to the first year of membership for the applicant.

(c) Honorary membership. The Executive Committee may confer honorary membership on those who make significant contributions to the welfare of the chapter upon the unanimous affirmative vote of the committee. All club activities, with the exception of voting, are open to honorary members. The honorary membership is to be reviewed each year by the Executive Committee, and extended only upon an affirmative vote.

Section 3: Termination of Membership

(a) Membership shall be terminated for non-payment of dues after January 15th

(b) Membership may be terminated by a 3/5 vote of the membership of the club. A member may be considered for termination under this section for conduct which would discredit the club or disrupt harmony of the membership. Any member being considered for termination of membership shall have the right to a hearing before the Executive Committee.

ARTICLE IV

Meeting of Members

Section 1: Regular Meetings

Regular meetings of the membership shall be held monthly for the purpose of transacting business. Date, time, and location shall be published in the chapter's newsletter.

Section 2: Annual Meetings

The annual meeting of the members shall be held once each year. The purpose of said meeting shall be the installation of officers and transaction of such other business as may come before the meeting.

Section 3: Special Meetings

Special meetings of the members may be called by a majority of the Executive Committee. The Secretary must send notice of any special meetings to all members in good standing at least seven days prior to the meeting. The notice of the special meeting shall be sent by first class mail, or personal contact, stating the purpose, place, date and hour of the meeting.

Section 4: Membership Quorum

One-fifth of the total voting membership of this chapter shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting until further notice. Business may be conducted at a meeting, without the requirement of a quorum if the business conducted is of a routine nature.

ARTICLE V

Executive Committee

Section 1:

The current President, past President, and three of their appointed chairmen shall constitute the Executive Committee These appointees shall be drawn from all of the club's members. The Executive Committee shall be presided over by the current President.

Section 2: Vacancies

The Executive Committee shall make appointments to fill vacancies which may occur on the Executive Committee.

ARTICLE VI

Officers

Section 1: Elected Officers

The elected officers of the chapter shall be President, Vice- President, Secretary, and Treasurer. They shall be members in good standing

Section 2: Term of Officers

The elected officers of the chapter shall serve for the following calendar year after election or appointment to office; or until relieved of duty by an official action of a simple majority of the Executive Committee

Section 3: Duties of Officers

(a) President. The President shall be the principal executive officer of the chapter and shall supervise and control all of the business and affairs of the organization. The President shall preside at all meetings of the members and shall perform all

duties incidental to the office of President. The President shall serve as an ex-officio member of all committees.

(b) Vice-President. In the absence of the President, the Vice- President shall perform the duties of the President.

(c) Secretary. It shall be the duty of the Secretary to: when directed by the Executive Committee, keep the minutes of all official meetings of the chapter; see that all notices are duly given in accordance with the directions of the Executive

Committee; keep a register of the names and addresses of all members; perform all other duties incident to the office of Secretary.

(d) Treasurer. It shall be the duty of the Treasurer to: collect all money due the organization, and to deposit such funds in the name of, and to the credit of, the organization in such bank or banks as in his judgment is proper or as shall be directed by the Executive Committee; to pay, in the manner designated by resolution of the Executive Committee, all bills owed by the organization; to maintain current records of all financial transactions; to submit a report of the financial standing of the organization at each regular meeting, and at any time that such a report is asked for by the Executive Committee

Section 4: Appointed Officers

The Executive Committee shall appoint officers as required to perform necessary club functions such as Newsletter Editor, Hospitality Chairman, Participation Chairman, etc. The term of office and duties of appointed officers shall be

determined by the Executive Committee.

ARTICLE VII

Fiscal Year

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

ARTICLE VIII

Amendments to Bylaws

These bylaws may be altered, amended, or repealed by a two-thirds majority vote of the membership quorum required at any meeting of the members, provided that at least thirty days written notice is given of intentions to alter, amend, or repeal or to adopt new bylaws at such meeting.

ARTICLE IX

Disbandment of Organization

If this corporation holds any assets in trust, or the corporation is formed for charitable purposes, such assets shall be disposed of in such a manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, upon petition therefore by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party.

Articles of Incorporation filed with the

California Secretary of State

Entity Number: C0986047

Filed June 17. 1980

Bylaws Amended:

February 9, 1987

April 26, 2007