NORTHERN STAR MUSTANG CLUB LLC BY-LAWS 

Article I: Organization Name 

The name of this organization shall be known as the NORTHERN STAR MUSTANG Club LLC, hereafter referred to as NORTHERN STAR MUSTANG CLUB. 

Article II: Organization Objectives 

The purpose of the NORTHERN STAR MUSTANG CLUB is to: 

1. Promote the enjoyment and preservation of the Ford Mustang and other Ford vehicles 

2. Provide area Mustang and Ford owners the opportunity to share their automotive experience by building a forum and group for communicating 

3. Encourage communications with other Mustang and Ford chapters to maintain a working relationship with these organizations 

4. Promote friendly relations with all fellow automotive enthusiasts 

5. Actively support community charities by designating that all net profits of the club ultimately go to charitable causes 

Article lll: Club Organization 

Section 1: Fiscal Year - NORTHERN STAR MUSTANG CLUB shall operate on a calendar year basis. The fiscal year shall begin January 1st and end December 31. 

Section 2: Corporate Power - The corporate powers of NORTHERN STAR MUSTANG CLUB shall be vested in the club's Executive Officers which consists of five (5) duly elected Executive Officers (President, Vice-President, Secretary, and (2) Treasurers).  Three (3) Officers and at least 10 members shall constitute a quorum for the transaction of NORTHERN STAR MUSTANG CLUB business. 

Section 3: Mustang Club of America (MCA) Chapter - The NORTHERN STAR MUSTANG CLUB will perform the duties necessary to remain a MCA chartered organization. Primary among those duties is to maintain at least 10 dues paying MCA members on the NORTHERN STAR MUSTANG CLUB roster and provide the required membership updates/reporting requested annually by the MCA. NOTE: The President, Vice-President, Secretary, and Treasurers all need to be MCA members. 

Section 4: Meetings – At least nine monthly General Business meetings will be held annually. While the plan is to have regularly scheduled meetings at a designated location, the timing and location of the meetings will depend on venue availability, as well as societal and environmental conditions.  

Article IV: Membership and Dues 

Section 1: General Requirements - NORTHERN STAR MUSTANG CLUB shall be open to any person of good character, 18 years of age or older, who is interested in automobiles or the automotive industry. Any person desiring membership in this organization shall submit an application via the NORTHERN STAR MUSTANG CLUB new membership process. Ownership of a Ford Mustang or other Ford vehicle is not a requirement of NORTHERN STAR MUSTANG CLUB membership. Membership in the MCA is not a requirement of NORTHERN STAR MUSTANG CLUB membership. 

Section 2: Membership Classifications - The Membership of NORTHERN STAR MUSTANG CLUB consists of two membership classifications: Active and Associate.  

1. Active Membership - Any person of good character whose membership dues are current. Active members are entitled to one vote in a referendum or in any voice or show of hands vote occurring during a regular or called meeting of the NORTHERN STAR MUSTANG CLUB. 

2. Associate Membership - One member of the same household as an Active member. Associate members are not subject to annual dues. Associate members are entitled to one vote in a referendum or in any voice or show of hands vote occurring during a regular or called meeting of the NORTHERN STAR MUSTANG CLUB. 

Section 3: Dues - The annual dues for Active members, as set by the Executive Officers, shall be billed on January 1st and paid yearly by April 1st of each year. 

1. Annual dues may be changed by a majority vote of the membership attending a monthly meeting if the dues proposal has been announced in the newsletter at least two months in advance of the vote. 

2. Any Active member whose dues are not paid by May 1 shall be declared delinquent and they may be dropped from the membership. 

3. Any member in good standing who volunteers for or is called to active duty within the Armed Forces of the United States of America, shall be exempt from paying dues for the period of his/her term of active service in the Armed Forces. 

4. Dues collected from new members between September 1 and December 31st shall be applied towards the member's subsequent year's dues. 

Section 4: Expulsion - A member may have their membership revoked for acting in a manner that is detrimental to the well-being of the NORTHERN STAR MUSTANG CLUB. Expulsion will be determined by a 4/5 majority of the Executive Officers. If membership is revoked any previously paid dues shall be forfeited. 

Article V: Voting Procedures 

Section 1: Votes - A vote is required to elect NORTHERN STAR MUSTANG CLUB Officers and amend the NORTHERN STAR MUSTANG CLUB By-Laws. All Active and Associate Members are eligible to vote. A variety of other NORTHERN STAR MUSTANG CLUB activities and actions will be voted on occasionally during club meetings to perform NORTHERN STAR MUSTANG CLUB business. Members who are unable to attend a vote may provide a written proxy to any NORTHERN STAR MUSTANG CLUB officer before the vote is held. Items voted on will be either carried or denied based on the majority vote count of attending and proxied votes cast by Active and Associate members. 

Article VI: Board of Director Selection Section 1: Election of Executive Officers 

1. Executive Officers shall be elected, via a vote, for a term of two years. 

2. The terms of Executive Officers shall expire on a rotating basis: 

• President, Secretary and Treasurer shall be elected during even numbered years

• Vice President and Treasurer shall be elected during odd numbered years

1. Nominations for Executive Officers will be accepted during the NORTHERN STAR MUSTANG

CLUB General Business Meeting with elections being held during the October General Business Meeting. 

1. Executive Officer terms begin January 1st in the year after the election is held. 

2. To be eligible for nomination a candidate must have been a member in good standing for more than one year. 

3. Executive Officers cannot be related or living in the same household. 

4. Executive Officers will be elected for a specific position. Prior to the January General Business Meeting the Executive Officers shall meet to review the specific roles of its Officers. 

5. In the event of a vacancy in an Executive Officer position the Executive Officers may call a special election to fill that open position for the duration of that term. 

Section 2: Appointed Directors 

1. Selection – The Executive Officers will solicit and approve Appointed Directors for one year. All members are eligible for Appointed Directors positions and are encouraged to apply if interested.   

2. Show Director - The Show Director shall Chair the Car Show Committee. Furthermore, they will work with the Treasurer to establish a budget for the car show and communicate the status of the Car Show Committee to the members at large. 

3. Cruise Director - Will act as the Chair of the Cruise Committee. 

4. MCA Regional Director – Will act as the main contact between NORTHERN STAR 

MUSTANG CLUB and the MCA as well as perform duties required to maintain the MCA charter club status. 

1.  Charity Chair - Will act as the Chair of the Charity Committee. Charity Committee members will propose the amount given to charity and it will be presented at the Club meeting for a vote.

Article VII: Executive Officers Non-Election Changes 

Section 1: MCA Membership - The Executive Officers must also be MCA members in good standing. 

Section 2: Resignation - An officer may resign at any time by filing a written resignation to any other member of the Executive Officers. Unless a resignation date is stated, the resignation shall take effect immediately. 

Section 3: Removal from Office – Any officer of the NORTHERN STAR MUSTANG CLUB who refuses to adhere to the provisions of the By-Laws or does not discharge their duties in good faith and in the best interests of the NORTHERN STAR MUSTANG CLUB may be removed from office. 

Any NORTHERN STAR MUSTANG CLUB member in good standing may start removal proceedings against a club officer. The officer in question shall receive a copy of the allegations. The NORTHERN STAR MUSTANG CLUB officers not charged shall form an ad-hoc committee to initiate an investigation into the allegations. If the ad-hoc committee finds there is a basis for a misconduct charge, they will notify, in writing, the accused officer of the findings and set a date for a hearing. At the hearing the accused officer will have the right to address the charges and question the accuser.  If the committee decides there is enough evidence to remove the officer, it will be brought to the membership at the next club meeting for a vote by the membership.  A majority vote taken among the members present will be required to either acquit or remove the officer from office. 

Section 4: Succession Plan - The succession plan for an officer leaving office not during elections will be as follows: All positions other than the President will be filled by a special election for that position.  The President position shall be filled by the Vice-President for the remainder of the President's term.

 

Article VIII: Finances 

Section 1: Budget and Funds – The NORTHERN STAR MUSTANG CLUB shall require a formal annual budget to be developed by the Executive Officers and maintained by the Treasurer. 

Section 2: Expenditure Approval - Any Director or Executive Officer can approve club expenditures below $500. Expenditures of $500 or more that are not included in the Club’s current budget will require discussion and a majority vote at a General Business meeting for approval.

Section 3: Club Assets – All funds and material assets purchased with club funds shall be the property of the NORTHERN STAR MUSTANG CLUB. No members have claims on NORTHERN STAR MUSTANG CLUB assets. Members can be reimbursed for pre-approved purchases on the NORTHERN STAR MUSTANG CLUB’s behalf as long as the expenses are reconciled by turning in receipts within two months of the expense date. 

Section 4: Audit – Any NORTHERN STAR MUSTANG CLUB member can request to view club records and/or request an internal audit.  Audit will be completed by a committee of the Executive Officers excluding the treasurers of the NORTHERN STAR MUSTANG CLUB’s financial books. 

Section 5: Club Dissolution – In the event the NORTHERN STAR MUSTANG CLUB ceases to be a financially or organizationally viable entity, the following process for organizational dissolution would be implemented: 

1. An ad-hoc committee of three club members and the Treasurer would be chosen by the membership to oversee the dissolution activities.

2. All NORTHERN STAR MUSTANG CLUB assets would be gathered and inventoried.

3. All NORTHERN STAR MUSTANG CLUB financial accounts would require the entire ad-hoc committee’s approval for any withdrawals.

4. All NORTHERN STAR MUSTANG CLUB financial obligations would be satisfied.

5. All NORTHERN STAR MUSTANG CLUB material assets would be liquidated as possible.

6. All remaining funds and assets will be donated to a charity(s) as chosen by the membership at the time dissolution was agreed upon.

7. All NORTHERN STAR MUSTANG CLUB financial accounts would be closed, the LLC terminated, and the MCA notified.

Article IX: Committees 

1. By-Law Committee - Consists of the Vice President and at least two other members to meet annually to review the current By-Laws, consider proposed amendments from the membership, and propose changes to the By-Laws. 

2. Car Show Committee - Will consist of the Show Director and additional members as required or needed who will work with sponsors and other organizations to organize and promote any club sponsored car show.  

3. Cruise Committee - Will consist of the Cruise Director and additional members as required or needed who will organize and promote NORTHERN STAR MUSTANG CLUB monthly car cruises. The Cruise Committee is responsible for establishing a cruise calendar, determining the cruise route, and coordinating activities once the cruise destination has been reached. 

4. Communications Committee - Chaired by the Communications Director or Secretary and additional members as required or needed. This committee is responsible for promoting the NORTHERN STAR MUSTANG CLUB and communicating with the membership. As such, this Committee is responsible for generating the monthly Club Newsletter, maintaining the club's website, and developing the organization's social media presence. 

5. Charity Committee - Will consist of the Charity Chair and additional members as required or needed. The Charity Committee is responsible for researching, vetting, and recommending charitable organizations and donations to be considered for NORTHERN STAR MUSTANG CLUB activities. 

6. Ad-Hoc Committees - The Executive Officers may form an Ad-Hoc Committee to achieve a specific club goal. Ad-Hoc committees will automatically be dissolved once their specific goal has been achieved. 

Article X: Amendments 

Section 1: By-Law Amendment Process 

1. Any member may submit a proposed change to these By-Laws to the By-Law Committee. 

2. The By-Law Committee will forward all proposed changes along with its feedback to the Executive Officers for further consideration. 

3. After due consideration, the Executive Officers shall vote as to whether to present the proposed change to the full membership. 

• If the Executive Officers reject a proposed change, the issuing member shall be notified that the change has been rejected.  If the member has a petition with 20 signatures of members, the Executive Officers would be required to bring the proposal to a vote at a Club meeting.

• lf the Executive Officers decides to put forth an amendment to the By-Laws, membership shall be notified of the proposed amendment via the next two club newsletters.

1. The proposed amendment shall be officially presented to the membership at the next two General Business Meetings for discussion.  

2. Once discussion has been closed in the second meeting, a referendum vote shall be held by at least a membership quorum. The results of this vote shall be printed in the following club newsletter. 

Article XI: Officer and Member Liability 

Section 1: There shall be no personal liability for any Club Officer whose actions are in the best interests of the Club. The Executive Officers, less the officer in question, in conjunction with three nonofficer NORTHERN STAR MUSTANG CLUB members will review any situations that appear questionable and make a ruling for the membership at large to consider. 

Section 2: No officer, director, or member of the club; past, present, or future shall be held personally liable for any claim, damage or debt against the NORTHERN STAR MUSTANG CLUB. The NORTHERN STAR MUSTANG CLUB is a Limited Liability Corporation in the State of Minnesota. The following further requirements are to be observed: 

1. No person under the influence of alcohol or illegal drugs shall be allowed to participate in club activities when requiring the use of a vehicle.

2. No person shall represent themselves as the spokesperson or representative of the club unless that person has been designated to do so by the Executive Officers.

3. All participant vehicles shall carry insurance coverage and shall not be operated in an unsafe condition.

Section 3: Liability Insurance – The NORTHERN STAR MUSTANG CLUB will purchase general liability insurance from a reputable source to cover members and the NORTHERN STAR MUSTANG CLUB during club activities excluding shows. The terms of the insurance policy will dictate what is covered. The NORTHERN STAR MUSTANG CLUB president is responsible for procuring adequate coverage on a yearly basis. 

Section 4: Car Show Insurance: The NORTHERN STAR MUSTANG CLUB will purchase general liability insurance from a reputable source to cover members and the NORTHERN STAR MUSTANG CLUB during club car shows. The terms of the show insurance policy will dictate what is covered. The NORTHERN STAR MUSTANG CLUB show director is responsible for ensuring adequate coverage procured for each show. 

Article XII: Ratification 

Section 1: By-Law Approval - These By-Laws were last amended and ratified by the NORTHERN STAR MUSTANG CLUB membership via a referendum vote on May 3, 2021.