Adopted August 1 2012 Article 1 This club shall be known as the Chris Craft Commander Club (CCCC), a non-profit tax exempt Corporation incorporated in the State of Virginia. Article 2 Definitions and Mission: The Commander Club is a non-profit “virtual club”, existing on the Internet. We are a non-profit 501(c)7 dedicated to the preservation, study and appreciation of the classic fiberglass Chris Craft Commander Cruisers built by Chris Craft Corp. Our goal is to inform, enrich and enlighten enthusiasts & owners of these classic fiberglass motor vessels. Active members shall be Commander boat owners, enthusiasts or any other persons who support the mission of the club. All expenditures and proceeds of funds will be used for the benefit and operation of the organization. Article 3 Club Management: The leadership of the club shall consist of a Chief Commander, Treasurer, Web Master, Archivist, Membership Chair, and Public Relations Chair. These six positions shall constitute the Executive Committee. No person may hold more than one of these positions simultaneously. All members of the Executive Committee are voting members. Executive Committee: The duties of the Executive Committee shall be: To promote the mission of the club. To raise and direct the expenditure of funds that furtherthe mission of the club. To assure the independent perpetuity of the club. To provide overall club management. To guide and support any committees. To maintain the highest level of professionalism and decorum in dealing with all members, affiliated organizations, and the general public at large. Under no circumstances shall any member of the Executive Committee, or committees appointed by the Executive Committee or its members, experience any financial gain from involvement with their term on the committee. Vacancies: In the event of an unexpected vacancy in any Executive Committee position, the Executive Committee shall appoint a current club member in good standing to fulfill the remaining term, and if this selection creates another Executive Committee vacancy, the Committee shall also select a member in good standing to fulfill the EC vacancy until the next regularly scheduled election. Removal: An Executive Committee member may be removed when sufficient cause exists for such removal. The Executive Committee shall adopt such rules for this procedure as it may in its discretion consider necessary for the best interests of the organization. A vote of two thirds of the Executive Committee shall be necessary to remove the member. The vacancy created by the removal shall be filled in accordance with the Vacancies clause. Conflicts of Interest: Whenever an Executive Committee member or member of a Standing Committee has a financial or personal interest in any matter coming before club management, the affected person shall a) fully disclose the nature of the interest and, b) withdraw from discussion, lobbying, and voting on the matter. Actions: Executive Committee decisions or actions must be carried by a majority vote of the Executive Committee (50%+1). 1. Chief Commander: It shall be the duty of the Chief Commander to lead the Executive Committee and the club members. As the highest elected officer of the Club, the Chief Commander shall preside at all Executive Committee meetings and Club functions. The Chief Commander may not serve as chairperson to any standing committee. Additionally, the Chief Commanders duties include, but are not limited to: Overseeing the affairs of the Club through regular and continued communication with the Executive Committee, and club members. Discharge all duties as required. Communicate appropriate and timely Executive Committee business quarterly (or more often as necessary) with the general membership. All business or policy communication to Club members shall be approved by Executive Committee prior to publication. The delivery of this communication will be in a manner best suited to the majority of the membership. Assist in the functions of any standing committee. The term of this position shall be for two years, expiring at the end of odd years beginning in 2011. The Chief Commander shall be elected by the general membership during the month of December in odd numbered years. No individual shall serve more than two full terms as Chief Commander, either successive or split. 2. Treasurer: The duties of the Treasurer shall be to collect and record all funds acquired by the club, and to maintain an organizational bank account of said funds. Additionally, the Treasurer shall make Executive Committee authorized disbursements, and maintain a financial balance sheet reflecting club financial activities. These records shall be available to the Executive Committee at all times, and to the general members upon request. The Treasurer will also be responsible for the filing of all tax returns and corporation annual reports. The term of this position shall be two years, expiring at the end of odd numbered years. No individual shall serve more than two full terms as Treasurer, either successive or split. 3. Web Master: The duties of the Web Master shall be to maintain and update our internet web site and serve as moderator of our discussion forum. In as much as we are a “virtual club”, the Web Master shall strive to simplify and streamline access to both our web site and discussion forum by selecting and implementing the most “user-friendly” scenarios. The term of this position shall be two years, expiring at the end of odd numbered years. 4. Archivist: The duties of the Archivist shall be to monitor all submissions to the club’s discussion forum and select those submissions that convey information of interest, either general or specific. These submissions shall be compiled by the Archivist and selected Archive Committee volunteers into a yearly “CCCC Archive DVD”, (or other suitable technology) which shall be made available to our members at a cost to be determined by the Executive Committee. Additional duties of the Archivist are to keep a written record of all meetings of the general membership or the Executive Committee. The term of this position shall be two years, expiring at the end of odd numbered years. 5. Membership Chair: The duties of the Membership Chair shall be to create and maintain accurate records of current members, their current physical addresses (in addition to their Internet E-Mail addresses), current boat and harbor information, and any other information that may be pertinent. This information is to be considered extremely confidential. Members of the Executive Committee will have full access at all times. The Executive Committee will determine member access to the data. These records and information are not to be used for any commercial purposes. The term of this position shall be two years, expiring at the end of odd numbered years. 6. Public Relations Chair: The duties of the Public Relations Chair shall be to create and present material suitable for public consumption in a manner which serves to promote and protect the organization. This includes, but is not limited to ensuring a twice annual publication and distribution of the club newsletter, “Styled in Fiberglass”, and distributing press releases and articles for national publication. The term of this position shall be for two years, expiring at the end of odd numbered years. Article 4 Elections All Executive Committee positions are elective, with only the Chief Commander and Treasurer being limited to two terms. The election shall be held every two years during first two weeks in December of odd numbered years. During the first 14 days of November in odd numbered years, the Executive Committee shall present to the general membership their nominations for each Executive Committee position. Additional nominees for any of these positions may be made by any 5 members listed as current on the latest records of the Membership Chair and submitted to the Membership Chair in writing during the entire month of November in odd numbered years. These "floor nominations" are limited to two nominations per position, taken in order of receipt by the Membership Chair, and are to be published for consideration to the general membership by the Web Master, who shall also design & monitor both the method of balloting, and compile & report the results to the membership. In the event a properly qualified successor to a term limited Treasurer may not be found, nominated, & elected by the terms end, The Executive Committee may authorize an extension of up to one year to the current Treasurer’s term. When a properly qualified successor is identified and elected, that person would immediately assume the position of Treasurer and serve the terms remaining time. Qualified electors shall be listed as current members on the latest records of the Membership Chair. Majority vote of ballots cast shall carry the election. Special elections may be held at any time, for any purpose, by written petition signed by twenty five current members and submitted to the Web Master, who shall advise the membership of the issue to be decided, the candidates, if any, and the method of balloting and subsequent reporting of results to the membership. Majority vote of ballots cast shall carry any election, scheduled or special, unless the special election is for a bylaw amendment, in which case a 2/3 majority of votes is required to approve the issue at hand. Article 5 Fiscal Matters: Fiscal Year – The books of the Corporation shall be kept on a fiscal year basis beginning on the 1st day of January, and ending on the 31st day of December each year. Contracts. The Executive Committee may authorize any officer, or agent of the Corporation, in addition to the officer so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Loans. No loans or borrowing shall be contracted for or on behalf of the Corporation unless authorized by a resolution of the board. Such authority may be general or confined to specific instances. No loan shall be granted to any officer or member of the Executive Committee. Compensation: Under no circumstances shall any member of the Executive Committee, or committees appointed by the Executive Committee or its members, experience any financial gain from involvement with their term. Indemnification. The Club shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, Executive Committee member, Rendezvous Committee member, or employee of the Club against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceedings in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any person with respect to any matter as to which he or she shall have been finally adjudicated in any proceedings not to have acted in good faith in the reasonable belief that such action was in the best interest of the Club, and in the case of a criminal proceeding that he or she had no reasonable cause to believe his or her conduct was unlawful. The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of the Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the club and the indemnified officers, directors, Executive Committee members, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, Executive Committee member, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal. Article 6 Rules: Communication. The mediums of communication such as Archive DVD’s, the CCCC web site, discussion forum, and publications are the property of the Chris Craft Commander Club. The Chris Craft Commander Club name and logos shall become the copyrighted property of the Chris Craft Commander Club. Rules. Robert’s Rules of Order shall govern the parliamentary proceedings of this Club unless otherwise provided in the bylaws. Amending By-Laws: These bylaws may be amended or additions made, providing the proposed amendment is submitted in writing by the Executive Committee to the general membership at least thirty (30) days prior to the call for the vote, or via the special election provisions detailed in Article Four. The Web Master shall design and monitor both the method of balloting, and compile and report the results to the membership. Qualified voters shall be listed as current members on the latest records of the Membership Chair. A two-thirds affirmative vote of ballots cast, shall be required to pass an amendment. Article 7 Dissolution: In the event of club dissolution, all assets of this organization shall be transferred to the Algonac Clay Historical Society in Algonac, MI., a tax exempt organization as determined by the IRS Service Code. These funds shall be earmarked for the maintenance and operation of the museum.