The Buda Gearheads Car Club

Section A: The name of this organization shall be the GEARHEADS Buda, Texas as hereinafter referred to as GEARHEADS or the Club.

Section B: Purpose Clause ~ The general purpose of the GEARHEADS, incorporated as a nonprofit organization, shall be first and foremost a social organization of like minded individuals who Endeavour to:

1. Preserve, maintain, and enjoy antique, classic, and special interest vehicles, for the benefit of its members, as well as the general public
2. To promote community involvement by its members
3. To arrange and manage events for the enjoyment of the Clubs members and the community and
4. IV. To generate income for scholarship(s) for Gearheads Educational Foundation managed by Austin Community College (ACC) to be awarded to students with career interests related to our automotive passion

Section C: The official emblem of the Club shall be:

a skull with stylized gears, the skeleton of a right arm and hand grasping an 8 ball gear shifter knob with the words GEARHEADS and Buda, Texas beneath.

Section D: Affiliation - This club shall not be affiliated with any other club or organization, nor will its members be required to belong any other club or organization.

Gearheads will act According to the Statutory Provisions of the State of Texas relating to private foundations.

Section A: Application - Membership in the Club shall be open to any person 18 years of age or older, unless joining with parent or legal guardian, until at such time as the membership reaches 50 Regular members. At such time the membership will be frozen at 50 members and any additional memberships must be approved by the Board of Directors or popular vote.

1. Process for entry into the Club – the first step shall be to complete a membership application and submit it to any member of the club. The application will be forwarded to the Membership Committee. The Committee will review the application and determine if the prospective member meets the Clubs requirements for Regular membership; see Article 1 Section B above.
2. New members will be introduced at the first meeting they attend, they will be entitled to benefits and expectations of any existing member.

Section B: Classes of Membership

1. Regular - any owner/enthusiast who is in good standing as a member of the Club and is entitled to the privileges of membership. To be a Regular Member each individual must pay dues. Roll will be taken at each meeting and accountability will be maintained by the Secretary.
2. Friends of the GEARHEADS –
   • A member that has not maintained Regular status as described above or
   • any business or person who has aided the Club in its purpose, may be made a Friend by popular vote of the Club or by a unanimous vote of the Board of Directors
   • Friends of the GEARHEADS shall not possess voting privileges.

Section C: Dues – Dues are set at $25 annually, to be paid at the November meeting each calendar year. Payment of dues establishes voting eligibility for election of Club officers.

Section D: Voting – Only Regular members in good standing are eligible to vote. Dues payment must be current. A vote may be requested by any Regular member, during any of the Clubs' scheduled meetings. This vote may be on any subject deemed as a question that needs a Majority Vote by our Club. Any vote and the decision will be recognized as a firm stance of the Club, it can be brought up, reversed, or amended at any scheduled Club meeting, including the same meeting in which the original vote was tallied. Record of the voting decision shall be contained in our Club meeting minutes. The scheduled Club Annual Officer Election meeting, held during the December monthly meeting, will be the only Majority Vote that will be recognized as a firm commitment by the Club to last the full twelve months starting immediately following the voting, is the "Election of its Officers" and cannot be altered except for the expulsion of an officer.

Section E: Resignation - A member may resign by letter addressed to any officer of the Club. His/her resignation shall be effective upon receipt and upon payment of any and all indebtedness to the Club. No refund of dues.

Section F: Expulsion from Membership - A member may be expelled at any time, without advance notice, for cause or for no cause, voted by a majority of the Club officers. The decision of the officers shall be final. The Sergeant-at-Arms shall have the responsibility of notifying expelled individuals. No refund of dues.

Section G: Member Purchases for Club – Money to be spent in Club's name (meaning member expects reimbursement) by individual members shall not exceed $20.00 per month without a vote of either officers or general membership, depending on amount requested. If a member needs funds for special purchase up to $200.00, the member needs to contact any officer with amount being requested and justification for purchase. It will then be the officer that was contacted responsibility to contact other officers to secure a vote on request and amount. This contact and vote by officers can be either by special meeting, e-mail, or conference call to approve or disapprove requests up to $200.00. Anything over $200.00 will require a special meeting. Article V section C pertaining to special meetings will be invoked or member can introduce item as new business at next regular monthly meeting following at that point it may be tabled or voted on provided a quorum is present.

Section A: All persons or corporations extending credit to, contracting with or having any claim against the GEARHEADS, shall look only to the funds and property of the Club for payment of any such contract, claim, debt, judgment, damage, decree, or cause of action or any money that may in any way become due and payable from the Club.

Section B: The Club shall function as a non-profit 501C3 organization; the members hereof shall not be entitled to any individual or collective interest, participation, share right and/or property of this club. No dividends, pecuniary profits or dividends or payments of like nature shall ever be declared or paid to the members of the Club.

Section A: Regular monthly meetings shall be held at a time and a place determined by the Club.

A notice stating the purpose, place, date and hour of every meeting shall be emailed by the Secretary to each Regular member in good standing at least 10 days prior to said meeting. Look to the minutes of the last regular meeting for the date and location of the next meeting.

Section B: Quorum - For business to be conducted at any meeting, at least thirty three percent (33%) of the Regular members must be in attendance.

Section C: Special Meetings - Special meetings of the Club may be called at any time by the President. Notice of a special meeting to members may be by phone (48 hours prior to the meeting) or by email (5 days prior to the meeting). Seventy percent (70%) of members must have been contacted to hold the meeting. The only business to be conducted at a special meeting is that business for which the meeting is called.

Section D: Voting - Changes to the By-laws must be approved by the Officers of the Club and then by popular vote. Voting is limited to Regular members only as defined above. Once a Quorum has been established, Fifty-One Percent (51%) of the popular vote is considered a majority vote.

Section E: Nominations & Elections - nominations shall take place during the November meeting and elections shall take place during the December meeting with installation of officers effective immediately after the voting is complete. The role of President shall automatically be filled by the previous year's Vice-President. The nominations for the balance of the Club officers shall take place in the November meeting; each of the following offices to be filled: Vice-President, Secretary, Treasurer, Sergeant at Arms. The consent of each candidate must be obtained before his/her name is placed in nomination. Nominations shall consist of at least one (1) individuals name for each position to be filled. Nominated individual need not be present at the time of voting. The term of office for each of the officers shall be for one (1) year. Present officers may serve additional terms if there are no nominations from the regular members and/or no volunteers are willing to run for the offices by date of the December election.

The fiscal year of the Club shall be the calendar year.

No compensation will be paid to any club member elected to office.

Section A: President - The President shall preside at all meetings of the members and shall perform the duties usually pertaining to the Office of the President according to Robert's Rules of Order.

Section B: Vice-President - In the absence of the President, the Vice-President shall perform the duties of the President.

Section C: Secretary - The Secretary shall attend all meetings of the members and officers. The Secretary shall be responsible for recording the minutes of the meetings in a book kept for that purpose. The Secretary shall be responsible for notices of meetings to all members. Email shall be the method by which these minutes are disseminated. The Secretary shall maintain a roster of regular membership and shall take roll at each meeting and maintain a record there of.

Section D: Treasurer - The Treasurer will have custody of all money, funds and obligations belonging to the Club. The Treasurer shall receive and deposit all money in the Club's account. All checks, drafts, notes or other orders for payment shall be signed in the name of the Club by the treasurer with the approval of the President. The Treasurer shall give a report on the financial status of the Club monthly and when requested by the Club officers. The Treasurer will be responsible to file and pay all tax liabilities. The President and Vice-President will also have access to this account. Bank account shall be maintained at Falcon Bank, Buda Texas.

Section E: Sergeant at Arms – will maintain and keep order in all meetings and social events of the club and will give notice of expulsion to any member deemed necessary by the officers of the Club.

Section F: Committees – The President has the option to request volunteers or appoint members to committees to assist in Club operations.

Section G: Vacancies of Officers - Any vacancy in any office, for whatever reason, shall be filled by a majority vote of the Regular members or may be left vacant if the Club officers so direct.

Section H: Removal of an Officer - Any officer may be removed from office by a fifty-one percent (51%) vote of the membership, at a meeting to be announced in advance or by written consent if a regular member is unable to attend in person. This shall be the only occurrence where a Regular member may vote without being physically present at the predefined meeting.

Section A: Corporate Power - The corporate power of the Club shall be vested in four (4) members of the Club, these officers will be nominated during the November meeting and shall be voted into office during the December meeting, after the election close these members shall assume their roles as the Board of Directors. The Board of Directors shall be required to meet at least once per calendar year and records of the meeting must be kept.

The Board of Directors shall have power to call meetings of the Club when it deems it necessary to conduct, manage, and control the affairs, relations, and business of the Club, and to make rules not inconsistent with the laws of the State of Texas, for the guidance and management of the affairs of the Club. The Board of Directors shall have power to incur indebtedness, the terms and amount which shall be entered into the minutes of the Board, and the note of obligation, if any, given for the same, signed officially by the President and the Secretary, shall be binding on the Club. The Board of Directors may appoint such other officers, agents, or committees as it deems necessary and shall fill all temporary vacancies that may occur during the year in any club office. There will be no compensation paid to anyone fulfilling these roles.

Any Regular member in good standing may propose, by written instrument to the officers of the Club, at any regular scheduled meeting, any irregularities, changes, additions, non conformities, amendments and/or corrections that need to be made in the By-Laws. The written proposal(s) shall then be submitted to the voting membership, if a quorum exists, for a vote. If said proposal passes by majority it shall be enacted.

The club shall absolutely refrain from participating in the political campaigns of candidates for local, state or federal office. The club will restrict it legislative activities.

Upon dissolution of this organization, all remaining assets must be used exclusively for tax exempt purposes, such as charitable, religious, educational, and/or scientific purposes.

To ensure our assets and earning do not unjustly enrich board members, officers, or other insiders, no compensation will be paid to club members holding any of these positions, whether elected or appointed.

In connection with any actual of possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers considering the proposed transaction or arrangement.

After disclosure of all material facts, and after discussion with the interested person, he/she shall leave the governing board while determination of a conflict of interest is discussed and voted upon. The remaining board members should decide if a conflict of interest exists.

After exercising due diligence, the board shall determine whether the Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine whether the transaction or arrangement is in the Club's best interest, and whether it is fair and reasonable. It shall then decide whether to enter into the transaction or arrangement.

These by-laws were written only as a guide for the operation and business meetings of this Club, the GEARHEADS Buda, Texas. They should by no means distract from the goals of the Club contained in Article I, Section B.

Please note: This is just a reference copy, the official copy is the typed and signed document

June 3rd 2011 ~ proposed, voted upon by the membership of the Club and unanimously accepted by those in attendance, as the method by which we shall govern our actions in the future. L. Larkin, President

December 12th, 2011 ~ proposed, voted upon by the membership of the Club and unanimously accepted by those in attendance, changes as pertaining to membership requirements and officers installation immediately following voting at the December meeting. L. Larkin, Founder