Adopted May 22, 2004

Revised August, 2004

Version 4

This Club is incorporated under the laws of the State of Washington as a nonprofit corporation. The name of this Club is the TWIN CITY IDLERS, Inc. and said name and the purpose for which the Club is formed are contained in the Articles of Incorporation and its Mission Statement. Wherever herein the word “Club” is used, it refers to the TWIN CITY IDLERS.

ARTICLE I

GOVERNING BODY

SECTION 1. Board of Trustees

A. The Board of Trustees (hereinafter called “The Board”) shall consist of five (5) members nominated and elected in accordance with ARTICLE XII. All members of the Board shall be dues paying, regular members in good standing in the Club during their term in office.

B. The corporate power of the Club shall be exercised solely by the Board.

C. The Board shall have entire charge of the property, interest, business affairs and transactions of the Club, with full power and authority to define and limit the powers and duties of all agents and others not otherwise specified.

D. The Board shall have the power and authority to enter into agreements determining the amount of compensation to all agents, and may require each or all to give such bond as the Board may deem proper.

E. All committees shall be appointed by the President (as defined under ARTICLE VIII). Further all members of said committees and/or subcommittees shall serve at the discretion of the Board and shall have such powers as are designated by the Board from time to time.

F. The Board shall regulate and control all income of the Club from all sources, including the power to establish Club dues.

G. The Board shall not have the power or authority to suspend any part of the provisions of the Bylaws of the Club except as specifically provided for under ARTICLE XVI.

H. The Board shall not have the power to sell any real or personal property of the Club and/or authorize any encumbrance against the same without a vote of the membership.

I. A majority of the total number of members of the Board shall constitute a quorum for transaction of business and for all lawful actions of the Board.

J. The Board prior to January 1st of each year shall adopt a budget setting forth estimated receipts and expenditures from all sources for the pending year. The Board may revise the budget from time to time as, in their judgment, may seem necessary.

K. Regular meetings of the membership shall be held monthly at the location and time as specified by the Board. L. Special meetings may be called by the President on written or verbal notice. Reasonable notice shall be given by the Secretary or designee to all members for regular or special meetings.

M. Each Club member in attendance shall have one (1) vote on each item of business on the agenda, or as called from the floor.

SECTION 2. Officers

The powers and duties of the Officers will, in general, consist of the following:

A. The President shall be chairman of the Board. He shall preside at all general membership meetings of the Club. He shall provide general supervision, direct and manage Club affairs as authorized by the membership. He shall sign, along with the Secretary, all deeds and contracts on behalf of the Club as directed by the Board. Special committees may be appointed by the President on special projects not covered elsewhere in these Bylaws.

B. In the absence of the President, the Vice President shall perform the duties of the President, and in case the office of the President becomes vacant for any reason, the Vice President shall assume the duties of the President and serve for the remainder of the term. In the event such contingency arises, the membership shall, by majority vote, elect one of its members to serve as Vice President until the next annual election is held.

C. The Secretary shall be the custodian of the Club records (except books of accounts). He/She shall publish a monthly newsletter covering the activities of the Club as well as any other information that is relevant to the club and its functions. He/She will serve as chairperson of the Steering Committee for the duration of the elected term.

D. The Recording Secretary shall keep full and correct minutes of all general membership meetings. In the absence, inability or refusal of the Recording Secretary to act, an acting Recording Secretary so designated by the Board shall have duties of the Recording Secretary

E. The Treasurer shall be responsible for all money and financial books of account for the Club. He/She shall see that all Club moneys are kept in such depository as designated by the Board. He/She shall be responsible for maintaining a roster of active members. At each meeting the Treasurer shall present a financial report of receipts and disbursements of the Club. In the absence, inability or refusal to serve as Treasurer, an acting Treasurer, so designated by the Board, shall have the power and authority to perform the duties of the Treasurer.

ARTICLE II

MEMBERSHIP

SECTION I. Membership

A. Membership is open to any Automotive Enthusiast(s).

B. All applications for membership shall be signed by the applicant and include their name, residence, phone number, email address (if applicable) and car list.

C. Each dues paying member shall have one (1) vote on each item of business at general meetings.

D. A Member is defined as any couple (2) or individual who pays dues.

ARTICLE III

MEMBERSHIP LIABILITIES

SECTION 1.

The Club is a nonprofit corporation and the members thereof shall be under no liability by reason of membership status to the Club or creditors for any liabilities against the Club.

SECTION 2.

Members shall have no liability to the corporation of any kind except for dues and other fees as fixed by the Board.

SECTION 3.

No officer shall be liable to the corporation for any loss or damage suffered by it or on account of any action taken or omitted to be taken, by him as an officer of the Club, provided said officer has acted in good faith.

ARTICLE IV

DUES

SECTION 1.

The amount of entrance fees, monthly dues and assessments to be charged shall be fixed and determined by the Board.

ARTICLE V

PAYMENT OF DUES

SECTION 1.

The Treasurer shall provide each members a statement giving the amount of the member’s indebtedness / dues to the Club.

SECTION 2.

The Treasurer shall cause to be mailed to members who are sixty (60) days delinquent in their dues a notice of intent to suspend membership.

ARTICLE VI

SUSPENSION AND EXPULSION OF MEMBERS

SECTION 1.

Any member who shall fail to pay any indebtedness due the Club within sixty (60) days after incurring said indebtedness may have his membership terminated by the Board.

SECTION 2.

The Board shall have the power by affirmative vote to expel a member for any conduct on his or her part, which in the Board’s opinion is detrimental to the welfare or character of the Club, or for any conduct in violation of the Bylaws. The Board shall be the sole judge of what constitutes conduct that is detrimental to the Club. No member shall be thus expelled without the opportunity to be heard.

ARTICLE VII

COMMITTEES

SECTION 1.

There shall be 4 (four) standing committees:

1. The Steering Committee

2. The Car Show Committee

3. The Charitable Funding Committee

4. The Cruise Committee

SECTION 2.

The Steering Committee shall meet monthly, is open to all members, and will focus on preparing the Club’s monthly agenda, hearing the reports of the various committee chairs, and act as a clearing house for the business decisions to be brought before the general membership for a final vote.

SECTION 3.

The Car Show Committee shall plan and present to the membership a yearly plan of action to include dates and location, for the Annual Twin City Idlers Car Show. The committee will plan and direct rules and regulations relating to this event.

SECTION 4.

The Charitable Funding Committee shall plan and present to the membership, on an as needed basis, information on any local charities, organizations or individuals for consideration for monetary donation from the Club’s budgeted funds allocated solely for this purpose.

SECTION 5.

The Cruise Committee shall plan and present to the membership a yearly cruise schedule of all Club events of interest to Club members. The committee will plan and direct all rules and regulations relating to each event.

ARTICLE VIII

COMPLAINTS

SECTION 1.

All complaints shall be in writing, signed by the complainant and addressed to the Secretary who shall, if unable to deal with it personally, submit them to the next meeting of the Board.

ARTICLE IX

MEETINGS

SECTION 1.

Monthly meetings of the Club shall be held Monthly. The location shall be determined by the Board.

SECTION 2.

All meetings will be governed by the Roberts Rules of Order.

ARTICLE X

ELECTION OF BOARD

SECTION 1.

Members in good standing who have the right to vote as defined in ARTICLE II are eligible to be nominated for office.

A. The Board shall nominate two or more candidates no later than the day following the October meeting. The names of the candidates shall be published in the November newsletter.

B. Voting for Board members at the November meeting shall be by members qualified to vote as defined under ARTICLE II, in person, at the November meeting.

C. Members elected to the Board shall serve for a term of one (1) year.

D. The retiring President shall serve for one (1) additional year as an ex-official member of the Board of Directors.

ARTICLE XI

AUDITING BILLS

SECTION 1.

All checks of the Club shall be signed by any one of the following: the President, the Vice President or the Treasurer.

ARTICLE XII

REMOVAL FROM OFFICE

SECTION 1.

A. The Board may remove from office, on good cause shown, by a majority vote of the Board. No officer or board member shall be removed without opportunity to be heard.

B. The membership may recall a Board member, by petitioning for a special meeting of the membership. The special meeting shall be held within thirty (30) days of the petition.

C. A two-thirds (2/3) vote of the members present voting for recall shall effectively recall the Board member.

D. If one or more Board members are recalled, the vacancy shall be filled by the person who obtained the highest vote total at the previous election but not enough to be elected at the election.

E. The person being placed on the Board shall serve the remainder of the recalled member’s term.

ARTICLE XIII

NOTICE TO MEMBERS

SECTION 1.

Each member shall furnish the Secretary with the address to which he/she desires notices to be sent and any notice sent to any member, for any purpose, under these Bylaws, if mailed to the address thus furnished, shall be sufficient notice for all purposes under these Bylaws.

ARTICLE XIV

BYLAW CHANGES

SECTION 1.

Proposals to amend the Bylaws in whole or in part may originate in two ways described below:

A. By majority vote of the Board no later than the November Board meeting if voting is to occur at the December meeting or at least thirty (30) days prior to a special meeting called for this purpose.

B. By petition of at least ten (10) members in good standing presented to the Board prior to the November meeting if voting is to occur at the December meeting or at least thirty (30) days prior to a special meeting called for the purpose.

SECTION 2.

The manner of how to vote to amend the Bylaws will be decided by the presiding officer. Full copies of the Bylaws as proposed for change shall be made available to all interested members with those parts which represent changes underlined.

Voters shall vote for or against the changes individually or by there entirely. If a majority of eligible voters present vote against the change/s/, the proposal will fail and the Bylaws in force prior to the vote shall continue in force.