BY -LAWS OF THE JACKSONVILLE MUSTANG CLUB, INC.
AS AMENDED JULY 15,1999
(approved by membership vote 07/15/99)

ARTICLE I INTRODUCTION

Section 1.1 Name: The name of the organization is Jacksonville Mustang Club, Incorporated. Hereafter called the Club.

Section 1.2 Purpose: The purpose of the club is to preserve Mustang and Shelby Mustang
automobiles from the year 1964 « to present. The Club will serve as a source of accurate historical and technical information concerning these automobiles. The Club will provide a common meeting ground for Mustang owners and Ford enthusiasts for the enjoyment of ownership, workshop, meetings, shows, etc. The Club will promote public safety of the roads and highways

ARTICLE II -- MEMBERSHIP

Section 2.1. Members: Membership shall consist of those interested in the preservation of Mustang and Shelby Mustang automobiles. Ownership of such automobiles is not a requirement for membership. Individual or family membership is available. Dues will be determined by the Board of Directors each October.

Section 2.2 Family Membership: It is a family membership. All current family members,
age 16 and older, are entitled to all club privileges, including the right to vote and hold office.

Section 2.3 Application: Application for membership shall be in writing, filed with the
Treasurer and accompanied by dues for the current year. The dues will be prorated for the
Club's fiscal year. The fiscal year runs from Oct.1 to Sep. 30.

Section 2.4 Termination of Membership: Reasons for termination of membership may
be one of the following, upon recommendation of the board of the of Directors whose decision is final.
A. Voluntary resignation
B. Delinquent dues(over three months )
C. Any breach of the Bylaws of this club..
D. Flagrant and /or violation of state or local laws.
E. Any reason deemed detrimental or injurious to the purpose of the Club.

Section 2..5 Appeal by a member The offender may appeal the sentence of the expulsion or suspension to the Board of Directors.

Section 2.6 General: Upon resignation, expulsion or death, the member relinquishes all the rights and privileges afforded to members of the Club.

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ARTICLE III OFFICERS

Section 3.1 Selection: At the meeting of the Club in September of each year, the membership shall elect, by a majority vote , a President, Vice President, Secretary, Treasurer, National Representative, and Member at Large. All Officers shall be of voting age and shall be a member in good standing. A Member cannot be elected to more than two consecutive terms for the same office.

Section 3.2 President: The President shall preside at the meetings of the Club; shall perform such duties normally attendant upon the office; shall sign as agent of the Club all contracts and other instruments which have first been approved by the Board of Directors; shall conduct any Club business required in the absence of the treasurer; shall appoint the chairman of all committees; shall oversee the Audit Committee and the Nominating Committee; shall ensure all monetary proceeds from charity events go to Club's charity. Candidates for the office of President shall have preferably served as an officer of the Club prior to nomination.

Section 3.3 Vice President: The Vice President shall perform all the duties of the president in his or her absence; shall oversee the membership Committee and Events Committee, when appointed. When acting as President, the Vice President shall have all the powers of the President. In the event of a vacancy in the office of the President, the Vice President shall assume the presidency for the unexpired term.

Section 3.4 Secretary: The Secretary shall keep the minutes of all meetings of the Club and of the Board of Directors; shall act as guardian of all documents and records; shall retain copies of all contracts; shall provide a sign in list at all meetings which will be maintained in the Secretaries files which would be available to club officers as needed; shall have available at all meetings up-to-date copies of these By-Laws, standing rules and procedures; ;maintain a current register and last-known address of all active officer members; committee members; shall correspond with individuals and organizations on the Club's behalf; and shall maintain an up-to- date mailing list.

Section 3.5 -- Treasurer: The Treasurer shall have charge of all funds in the name of the Club in such banks, trust companies or other depositories as selected by the Board of Directors; shall give monthly reports to the membership regarding all financial conditions of the Club' shall receive and give receipts for monies due and payable to the Club from any source; shall oversee the Financial Committee, when appointed; in general, perform such duties incident to the office of Treasure; shall prepare a detailed financial report to present to the membership at the September meeting each year.

Section 3.6 National Representative: The National Representative shall attend the First Coast Car Council monthly meetings and report to the Club on said meetings and any other organizations concerned in matters of local, area, and national car shows, swap meets; or any other organized event that is of mutual interest to the Club; shall oversee the Publicity Committee and Historical Committee, when appointed.

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Section 3.7 Member-at-Large: The Member-at-Large shall perform such duties as may be delegated by the President and Chairman of the Board of Directors; shall be an active member of the Board of Directors; shall have all privileges of a member of the board of Directors including voting rights. (Comment; the purpose of this office is to allow an inexperienced member to gain experience and knowledge of the operation of the Board of Directors and the Club.)

Section 3.8 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or any other reason, shall be filled by a majority vote of the membership. (Exception: in the event the office of President should become vacant, the Vice President shall fill the office for the unexpired term.

Section 3.9 Compensation: No officer shall be paid any salary or other compensation, and the dues collected from the members shall be used for the promotion of the purposes set forth in these By-Laws and for the actual expenses which may be incurred by the Club.

Section 3.10 Elected Term of Office: The term of office shall be 12 months; beginning October 1 and ending September 30.

ARTICLE IV BOARD OF DIRECTORS

Section 4.1 Composition: The Board of Directors shall consist of seven members, which are the Chairman of the Board (Previous Years President), President, Vice President, Secretary, Treasurer, National Representative, and Member-at-Large.

Section 4.2 Chairman of the Board: The previous past President shall serve as the Chairman of the Board(in the case of a re-elected President the Chairman of the board of Director will remain the same). The purpose of this is to maintain some continuity within the Board of Directors/Officers.

Section 4.3 Vacancies: A vacancy on the Board of Directors because of death, resignation, removal, disqualifications, or any other reason, shall be filled by a majority vote of the membership. (Exception: In the event the office of President should become vacant, the Vice President shall fill the office for the unexpired term.)

Section 4.4 Meetings: The board of Directors shall hold a minimum of six meetings each fiscal year. Additional meetings may be held at the direction of the President.

Section 4.5 Powers of the Board of Directors:The Board of Directors shall have the power to set dues; to enter into contracts; to spend monies; to incur indebtedness; to conduct any business as the Board of Directors deem necessary for the benefit of the Club, and act as an agent for the Club in all business matters.

Section 4.6 Duties of the Board of Directors: It shall be the duty of the Board of Directors

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to carry out the policies and objectives of the Club, and to supervise the affairs of the Club between its business meetings, subject to the restrictions imposed by the law or by these By- Laws.

Section 4.7 Minutes of the Meetings: Meetings of the Board of Directors' meetings shall be presented in writing by the Secretary at the next meeting of the Club Membership.

Section 4.8 Compensation: No director shall be paid any salary or other compensation.

ARTICLE V --- MEETINGS

Section 5.1 Regular Meetings: At a minimum quarterly regular meetings shall be held. Regular meetings shall be set by the Board of Directors, the day and time will be announced through the Club newsletter.

Section 5.2 Special Meetings: A special meeting of the Club may be called by the President. The secretary shall be responsible for notifying each current member five days in advance of special meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to member at his or her address as it appears on the records of the Club, with postage prepaid.

Section 5.3 Voting Member: Any member 16 years of age or over in good standing shall be entitled to vote. No proxies shall be allowed.

ARTICLE VI --- AMENDMENTS

Section 6.1 By-Laws: New By-Laws may be adopted or these By-Laws amended by two- thirds majority vote of members in attendance at said meeting.

Section 6.2 Restrictions: Not less that six months must elapse between a meeting defeating or approving an amendment to these By-Laws and the re-introduction of the same amendment.

Section 6.3 Proposed Amendments: Proposed amendments to Club By-Laws shall be presented at a regular Club meeting one month prior to voting on the proposed changes.

ARTICLE VII --- SPECIAL COMMITTEES

Section 7.1 Audit Committee: The President shall appoint an Audit Committee. The Audit Committee shall be responsible for making an audit of the financial records of the Club within 15 days after a change in Treasurer, and shall report the results of such audit to the membership at the next regular Club meeting. The number of members in this committee is left to the President's discretion.

Section 7.2 Nominating Committee: The President shall appoint a Nominating Committee

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in July of each year to prepare a ballot that should not be less than 12 names from the active membership to be presented to the membership at the regular September meeting for election to the Board of Directors. Nominations from the floor will be allowed before voting takes place. The Committee shall contact all persons to be nominated and obtain their consent prior to placing their names on the ballot. The Committee shall consist of a Chairperson and two members.

ARTICLE VIII--- MISCELLANEOUS PROVISIONS

Section 8.1 Parliamentary Procedures: Roberts Rules of Order shall govern the Parliamentary proceedings of the Club, unless otherwise provided by these By-Laws.

ARTICLE IX ---ENACTMENT

Section 9.1 These By-laws and any amendments thereto shall become effective upon adoption, unless otherwise specified.