Heart of America Z Car Club

AMENDED BYLAWS

AMENDMENT NO. 2

This Amendment No. 2 (the "Amendment") is made this 16th day of December, 2006 to the Bylaws of The Heart of America Z Car Club, previously executed on the 18th day of November, 2000, by two-thirds (2/3) majority of a quorum of Members in Good Standing present, in person or by proxy, at the December, 2006 Monthly Meeting. In the event of any conflict between the terms of the Bylaws and the terms of this Amendment No. 2, the terms of this Amendment No. 2 shall control. The Bylaws and this Amendment No. 2 collectively shall henceforth be referred to as the ÒAmended BylawsÓ. The Bylaws will henceforth be modified to read in their entirety as follows:

ARTICLE A

SECTION I: NAME & START DATE

The official name of this club shall be Heart of America Z Car Club (the ÒClubÓ). The Club was officially established on October 7, 2000.

SECTION II: THE CLUBÕS PURPOSE

The Club is a non-profit social organization formed to provide the following benefits and privileges to its Members:

To provide access to technical, restoration, performance and maintenance information and resources for Nissan/Datsun Z Cars;
To provide a forum for Members and other interested parties to exchange Z Car information and knowledge;
To organize and promote Club activities, with a focus on safety, competition and social activities, for all Members, their immediate families, guests and interested parties (ÒEventsÓ);
To promote safe driving habits and driving skills by stressing the "Three C's" of road safety: CARE, COURTESY and COMMON SENSE;
To provide assistance to any motorist in distress when such assistance is both safe and feasible; and
To assist local charitable institutions in their endeavors as Club resources and finances allow.

SECTION III: SPECIFIC PROHIBITION

The Club shall not organize, sponsor, plan, assist, sanction nor allow its name to be associated, in any manner whatsoever, with any automotive function which is in violation of any law, ordinance or duly constituted legislation [e.g., "Gumball RallyÓ or ÒStreet RacingÓ].

ARTICLE B

SECTION I: MEMBERSHIP

The following types of Membership are available:

The term "Member" applies to any person who has attained the age of 18 years and who owns or holds title to a Datsun/Nissan Z Car and/or any of the Z Car fore-runners [e.g., Roadsters and "Fairlady" models], and whose Annual Dues are current as defined below (ÒMember in Good StandingÓ).
The term "Family Member" applies to any persons who are family members living in the same household and at least one of whom meets the Member criteria described in this Section I above. A Family Membership equals two (2) or more Members, and each Member has voting privileges.
The Term "Associate Member" applies to a person who meets the Member criteria described above, excluding ownership of a Z Car, but who elects to pay Annual Dues for the purpose of participating in Club Events. Total Associate Membership is restricted to 10% of the Total Membership.
The term ÒHonorary MemberÓ applies to a person who may or may not meet the Member criteria described above but is generally recognized and accepted by the Club Membership at large to be exceptionally supportive of the Club and its objectives. Honorary Memberhip may be bestowed upon an individual or an organization at the discretion of the Board of Directors.

For clarity within these Bylaws, the terms ÒMemberÓ and ÒMembershipÓ shall refer to all four classifications listed above.

SECTION II: ANNUAL DUES

Membership begins the date on which the Club receives the MemberÕs initial Annual Dues (ÒAnniversary DateÓ). If a MemberÕs Annual Dues are received prior to January 1, 2001, his or her Membership begins on the date the Annual Dues are received, but that Member will have an Anniversary Date of January 1 with Annual Dues deemed to be paid through December 31, 2001. Subsequent Annual Dues are due and payable each year thereafter on the Anniversary Date. A one-month grace period will be granted for any Member to become current, however, the Anniversary Date does not change regardless of when subsequent Annual Dues are received by the Club.
"Annual Dues" are assessed as follows:

$30.00 for Membership;
$50.00 for the first two Members of a Family Membership and $20 for each additional;
$30.00 for Associate Membership;
$00.00 for an Honorary Membership.

Only Members in Good Standing may exercise voting privileges in Monthly Meetings and Events. Should a MemberÕs Annual Dues remain unpaid beyond one month following the Anniversary Date, that Membership shall be considered ÒInactiveÓ. An Inactive Member forfeits his or her Club privileges, specifically including the privilege of paying Member fees at Events, as allowed for in Section III of this Article B, participation in sponsor discount programs and all voting privileges, until all unpaid Annual Dues are received in full. Should the Board of Directors determine that the Annual Dues should be modified, a majority vote of a quorum of Members in Good Standing at a Monthly Meeting must be obtained.

SECTION III: MEMBERSHIP CARDS

Members will be issued individual cards certifying Membership in the Club (ÒMembership CardÓ) which will be issued as soon as possible after receipt of the MemberÕs Annual Dues and will be valid for one full year beginning on the Anniversary Date.

All Members are entitled to receive a Membership Card, each identified with a unique Membership Number (ÒScroll NumberÓ).
Associate Members will receive Membership Cards, but may not be eligible for certain benefits afforded to other Members, e.g., certain event awards and recognition, as the Board of Directors may determine.
The Board of Directors has the right to extend certain Membership privileges to members of (an)other Z car club(s) without the requirement of paying Annual Dues provided such Z car club(s) extend(s) similar privileges of its (their) club membership to Members of the Club. (ÒReciprocal PrivilegesÓ).
The Board of Directors has the right to establish different and distinct fees for participation in Club Events based on Member and non-Member status.
Each Member receiving a Membership Card agrees to return that Membership Card immediately upon his or her Resignation or Expulsion from the Club.

SECTION IV: EVENT PARTICIPATION

Voting rights and participation in Events and MembersÕ meetings are limited to the following:

All Club Events and Monthly Meetings, unless specifically designated ÒFor Members OnlyÓ, are open to Members, MembersÕ guests, prospective Members and Sponsors.
All Members in Good Standing and Sponsors are eligible to participate at Events and meetings that are designated ÒFor Members OnlyÓ. Inactive Members are not eligible to participate in such activities.
At all Monthly Meetings, all Members in Good Standing, specifically excluding Associate Members, Honorary Members and Inactive Members, are eligible to cast one vote each on Club issues brought to the Membership at large.

SECTION V: RESIGNATION

Any Member may resign from the Club at his or her option by giving written or oral notice to any Officer of the Club and surrendering his or her Membership Card (ÒResignationÓ). Any indebtedness to the Club will remain as such until such debt is paid, and subsequent requests to rejoin the Club will be denied until such debt, if any, is paid in full.

SECTION VI: EXPULSION

A Member of the Club may be expelled from the Club, thereby forfeiting all rights and privileges of Membership including all Annual Dues paid to date for the current year (ÒExpulsionÓ), for the following reasons:

Non-payment of Annual Dues;
Conduct not in the best interest of the Club;
Operation of a vehicle at a Club Event that is dangerous or illegal;
Causing undue tension or stress between or among any Members to the extent that the Officers believe the ClubÕs ability to grow is obstructed;
Breaching any Club Bylaws or Rules; or
Bringing unwanted negative publicity to bear on the Club.

No member may be expelled from the Club unless the following procedure is strictly adhered to for each and every occurrence:

A recommendation to expel a Member (the ÒDefendantÓ) must be submitted in writing by a Member(s) in Good Standing (the ÒInitiator(s)Ó) to the Board of Directors outlining the specific reason(s) and details supporting his or her or their position (ÒExpulsion RecommendationÓ).
The Board of Directors will review the Expulsion Recommendation, make a concerted effort to obtain additional independent information, and decide (by a method or means it determines to be the most efficient and fair) to accept or reject the Expulsion Recommendation and to offer an appropriate resolution (the ÒDecisionÓ).
The President will contact both the Initiator and the Defendant to explain the Decision. Should the Defendant not accept the Decision, he or she may resign or be expelled from the Club.
With full agreement of all Officers, an expelled Member may be allowed to rejoin the Club as a new Member no earlier than six months following his or her Expulsion and only if any indebtedness to the Club from his or her previous Membership is paid in full.

ARTICLE C

SECTION I: OFFICERS

The Club shall elect individual Members to hold the offices of President, Vice President (not mandatory), Secretary, Treasurer (or Secretary/Treasurer, as explained below) and a minimum of three but not more than ten Directors (collectively the ÒBoard of DirectorsÓ; each individually an ÒOfficerÓ). Each Officer shall hold his or her office for one year, beginning on January 1 and ending on December 31 (the ÒTermÓ) or until such time as they resign or are unable to hold office for personal reasons. No Member may hold more than one elected office in the same Term with the exception of the combination of Secretary/Treasurer should the Board of Directors so decide. No Member will receive a salary or payment for holding any office. There is no limit to the number of consecutive Terms held by any Member(s) for any office(s).

SECTION II: INITIAL BOARD OF DIRECTORS

During the first scheduled meeting of all interested parties on October 7, 2000, six Members were nominated and elected as Directors. For purposes of expediency and organizational control, these six Directors have the sole authority to elect the Officers (ÒInitial Board of DirectorsÓ) for the period between October 7, 2000 and December 31, 2001 (ÒInaugural TermÓ). The Initial Board of Directors will have all authority and responsibility as defined below during the Inaugural Term.

SECTION III: NOMINATION OF OFFICERS

Excluding the selection process of the Initial Board of Directors as defined above, the process of electing Club Officers will begin with the President appointing a three-person Nominating Committee at the Club's October Monthly Meeting to prepare a slate of nominations to be presented at the Club's November Monthly Meeting. Write-in nominations from any Member in Good Standing will be included in the slate of nominations provided such nominations are received by the Club Secretary or post-marked no later than November 1. Nominations will also be entertained from the floor at the Club's December Monthly Meeting.

No Member shall accept a nomination for more than one office. Incumbents are eligible for nomination. Only Members in Good Standing are eligible for nomination.

SECTION IV: ELECTION OF OFFICERS

Excluding the selection process of the Initial Board of Directors as outlined in Section II above, the election of Officers will be by written ballot provided by the Club at the December Monthly Meeting or by other method(s) determined by the Board of Directors to be reasonable and efficient, provided such method(s) allow all Members in Good Standing the opportunity to vote and provided such methods allow all nominees equal opportunity to solicit votes or conduct whatever campaigning is reasonable.
The slate of nominations, with the time and place of the election meeting (December Monthly Meeting), will be communicated by the Club Secretary to all Members by posting on the ClubÕs Website no later than one (1) day following the November Monthly Meeting, and via whatever other means deemed reasonable and efficient by the Board of Directors, provided the method(s) chosen insure that all Members in Good Standing receive such information prior to the December Monthly Meeting.
Absentee ballots must be delivered to the Secretary and must be post-marked by November 30th to be counted.

The election results will be announced at the Club's December Monthly Meeting immediately following the tally of votes. In the event of a tie for an office, those Members attending the December Monthly Meeting will cast new ballots for the nominees who have tied for that specific office. Absentee ballots will not be counted in this situation. In the event this tie-breaking vote ends in another tie, then the tie will be broken by the flip of a coin.

New Officers will assume their responsibilities immediately following the December Monthly Meeting.

SECTION V: OFFICERS RESPONSIBILITIES

The Board of Directors, shall conduct and manage the affairs and business of the Club in the best interest of the Members and shall propose, accept or reject and carry out any rules, regulations, procedures and policies as they see necessary, provided these activities do not conflict with the laws and regulations of the U.S. Government, and all state, county, city and local municipalities and regulatory bodies. More specifically, the Board of Directors has the authority to enter into contracts, procure the services of professionals, i.e., attorneys, accountants, professional driving instructors, etc., and carry out whatever actions are deemed necessary for the life and growth of the Club. The President of the Club and has the following responsibilities and authorities:

Ensure the Club operates within the parameters established by these Bylaws;
Conduct regular Monthly Meetings and any Special or Advisory Board Meetings;
As needed, assign specific responsibilities or projects to other Officers;
Execute contracts, approved by the Board of Directors, for reasons or services benefiting the Club;
With the advice of other Officers, interpret the Bylaws when extenuating circumstances arise;
Represent the Club at functions outside those of the Club as advised by the Officers; and
Appoint Committees as required.

The Vice President shall assume the responsibilities of the President any time the President is absent and shall assume specific responsibilities as directed by the President. The Treasurer shall assume the responsibilities of the President anytime the President, Vice President and Secretary are absent and shall assume specific responsibilities as directed by the President. Furthermore, the Treasurer shall be specifically responsible for:

Maintaining the Club's current and historical financial records;
Accounting for all funds received by the Club;
Filing all registration and tax forms if applicable;
Overseeing an annual audit of the ClubÕs financial records;
Disbursing Club funds as authorized by the President;
Presenting the Club's finances at each Monthly Meeting; and
Maintaining a checking account for the Club.

The Secretary shall assume the responsibilities of the President anytime the President and Vice President are absent and shall assume specific responsibilities as directed by the President. Furthermore, the Secretary shall be specifically responsible for:

Recording the minutes of all Monthly, Special and Advisory Board Meetings;
Maintaining a current roll of all Members;
Maintaining a master copy of these Bylaws;
Providing each Member a current copy of these Bylaws;
Giving notice of Monthly and Special Meetings as required;
Recording attendance at Club meetings and Events; and
Performing other secretarial duties as they arise.

The Board of Directors may decide to combine the offices of Secretary and Treasurer. Each Director will assume specific responsibilities to meet the needs and demands of the Club. Listed below are specific responsibilities identified at the time of this writing. The Board of Directors may change, add or delete responsibilities as it so determines.

Management of Club Merchandise
Technical Support for 1st, 2nd, 3rd, 4th and 5th Generations of Z Cars
Management of Club Events
Publication of Club Newsletters
Development and Management of Club Website
Maintenance of Historical Records & Photographs
Management of Membership and Prospect Records

SECTION VI: CONFLICT OF INTEREST

Any Club Officer officially associated with a Club Sponsor, advertiser or supporter, who may materially benefit from its association with the Club, e.g., employee or immediate relative, will courteously abstain from any and all formal decisions affecting such Club Sponsor, advertiser or supporter and courteously abstain from any and all formal decisions impacting others in a similar endeavor or business enterprise, i.e., their competition.

SECTION VII: REPLACEMENT OF OFFICERS

In the event of the permanent inability of an Officer to fulfill his or her responsibilities, the remaining Officers will elect by majority vote a replacement for that Officer for the remainder of that OfficerÕs Term.

ARTICLE D

SECTION I: MONTHLY MEETINGS

The President will call regular Club meetings once each month to conduct routine business matters (ÒMonthly MeetingÓ) to be held at a reasonable hour and place agreed upon by the Board of Directors. The Board of Directors may schedule a specific Monthly Meeting to coincide with a Club Event. The President may reschedule a regular Monthly Meeting if the scheduled date presents a conflict with a majority of the Board of Directors or may change the location of such meeting if necessary. A reasonable effort will be made to give notice of any such changes to all Members at least five (5) days prior to the date of the rescheduled Monthly Meeting. Since all Members in Good Standing have ample opportunity to be aware of scheduled Monthly Meetings, a quorum for any Monthly Meeting shall consist of the Members present at that Monthly Meeting, provided however, that no business shall be transacted with less than five (5) Members present, of which at least three (3) must be Directors. Unless specified otherwise in these Bylaws, a simple majority of those Members in Good Standing present shall decide all voting at a Monthly Meeting.

SECTION II: SPECIAL MEETINGS

The President or two other Officers may call a special Club meeting to discuss and conduct certain Club matters that require attention prior to the next scheduled Monthly Meeting (ÒSpecial MeetingÓ). All Officers must be informed of any Special Meeting as soon as possible. No action can be taken on any issues unless a majority of the Board of Directors are present at such Special Meeting. The purpose and results of any Special Meeting must be communicated to the Members at or before the next regularly scheduled Monthly Meeting.

SECTION III: COMMITTEES

The President shall appoint certain Members to conduct specific Club business and/or activities with specific responsibilities and authorities clearly defined (ÒCommitteeÓ). The President will appoint one Member to manage the Committee and its activities (ÒCommittee ChairpersonÓ). Each Committee will be comprised of an odd number of Members (if practical), and all Committee decisions will be determined by simple majority vote of the Committee Members. The Committee Chairperson of each active Committee will present a status report of its activities at each Monthly Meeting.

SECTION IV: ADVISORY BOARD

All living past Officers, current Officers and current Committee Chairpersons (the ÒAdvisory BoardÓ) will meet on an as-needed basis to review and advise the Board of Directors on Club matters. An Advisory Board meeting may be called by any three Advisory Board members, provided all Advisory Board members receive reasonable notification of the place, date and time of such meeting. The minutes of all Advisory Board meetings must be presented by the Secretary at the next regularly scheduled Monthly Meeting.

ARTICLE E

SECTION I: AMENDMENTS TO THE BYLAWS

Any Member in Good Standing may propose an Amendment to modify these Bylaws. These Bylaws may be modified at any Monthly Meeting as directed by a two-thirds majority of a quorum of Members in Good Standing who are present at such meeting (ÒAmendmentÓ). Any proposed Amendment can be discussed at a Monthly Meeting, but no Amendment can be voted on for adoption until all Members have been given due notice of such proposed Amendment and sufficient time to review the Amendment and submit comments to the Secretary or Board of Directors. In addition, a final draft of a proposed Amendment must be submitted by the party(ies) proposing the Amendment in writing to the Secretary at least ten (10) days prior to a Monthly Meeting for it to be brought up for vote at that Monthly Meeting. Prior to the vote, the Secretary will review the proposed Amendment to insure its consistency with other Articles of these Bylaws and that it does not affect other Articles in a manner unintended by the party(ies) proposing the Amendment. The Secretary will attach the adopted Amendment to the Bylaws and distribute copies of the Amendment to all current Members or make such Amendment available to the Membership at large in a manner that is reasonable, e.g., posted on the Club Website.

ADDITIONALLY, THE MEMBER UNDERSTANDS THAT THE SAFE CONDITION AND OPERATION OF HIS OR HER VEHICLE AT ANY AND ALL MEETINGS AND EVENTS ORGANIZED BY THE CLUB ARE ENTIRELY HIS OR HER RESPONSIBILITY AND THAT THE CLUB, AND/OR ITS MEMBERS, DIRECTORS AND/OR OFFICERS ARE NOT AND CAN NOT BE HELD RESPONSIBLE FOR ANY VEHICLE OWNED OR OPERATED BY THE MEMBER NOR THE OPERATION OF SAID VEHICLE. THE MEMBER ACKNOWLEDGES THAT, AT ALL TIMES, HE OR SHE IS SOLELY RESPONSIBLE FOR THE SAFE CONDITION AND OPERATION OF HIS OR HER VEHICLE AND THAT HE OR SHE CONTINUOUSLY MAINTAINS INSURANCE FOR THE OPERATION OF HIS OR HER VEHICLE AS REQUIRED BY STATE AND FEDERAL REGULATIONS.

FURTHERMORE, THE MEMBER HEREBY UNDERSTANDS THAT THE CLUB IS NOT A CORPORATION, A COMPANY, A PARTNERSHIP NOR A LEGAL ENTITY OF ANY KIND WHATSOEVER, BUT RATHER A SOCIAL ORGANIZATION OF INDIVIDUALS WHO SHARE A COMMON INTEREST. THE MEMBER AGREES TO INDEMNIFY AND HOLD HARMLESS THE CLUB, ITS MEMBERS, DIRECTORS AND OFFICERS FROM ANY AND ALL LOSSES, LIABILITY, PROPERTY DAMAGES, PERSONAL INJURIES OR COSTS OF ANY KIND, INCLUDING LEGAL FEES, HE OR SHE OR HIS OR HER GUESTS MAY INCUR ARISING OUT OF OR RELATED TO PARTICIPATION IN OR ASSOCIATION WITH, HOWEVER REMOTE OR INDIRECT THAT PARTICIPATION OR ASSOCIATION MAY BE, ANY MEETING OR EVENT ORGANIZED BY THE CLUB.