The name of this organization shall be the Houston Buick Club, hereafter referred to as HBC or the HBC.

ARTICLE II

The purpose of the Houston Buick Club is to provide its members with a forum for communicating with other Buick enthusiasts in the Houston Metropolitan area. The HBC will also promote fellowship among, the advancement of interest in and the support of activities involving owners and fans of the Buick line of General Motors' vehicles.

The requirements for membership are that the prospective member has a genuine interest in the fine line of Buick automobiles of any era and must also be willing to support the HBC through active participation in club meetings and events. ALL Buick fans are welcome!

Members are expected to attend at least four (4) club meetings and / or events each calendar year. No person shall be denied membership in this organization because of race, religion, lack of religion, age, sex or ethnic background.

All persons or corporations extending credit to, contracting with, or having any claim against the Houston Buick Club shall look only to the funds and assets of the Houston Buick Club for payment of any such contract, debt, or claim for payment of any damage, judgment, or decree, or any other monies that may otherwise become due or payable to them from the Club, so that neither the Board of Directors, Officers, or Members, past, present, and future, shall be personally liable therefore. There shall be no liability for action or inaction by contract or though negligence that shall attach to any HBC member for action or inaction not their own.

The HBC organization shall have two (2) membership categories. The designation of such categories and the qualifications of the members of such categories shall be as follows:

Regular Members - Regular members shall be members whose annual dues are currently paid and will be considered a regular voting member.

Associate Members – Spouse, significant other, or minor child of a current Regular Member. Associate members will not be considered a voting member however, will have all other benefits of a regular voting member.

A member may be suspended or terminated by two-thirds majority vote by the HBC membership. Any member may voluntarily terminate his/her membership at any time. No refund of club dues shall be given for those who have their membership rights suspended or terminated or who voluntarily terminate their membership.

The officers of this organization shall be the Director, Assistant Director, Secretary-Treasurer, Member Trustees and the Director Emeritus. These officers shall make up the Executive Board and shall manage the affairs of the Houston Buick Club.

DIRECTOR - The Director shall be the principal executive officer of the club and shall in general supervise and control all of the business and affairs of the club. He/She shall preside at all meetings of the members. The Director shall be responsible for notifying members of all meeting times and locations. He/She may sign, with the Secretary-Treasurer or Assistant Director, necessary documents. In general, he/she shall perform all duties incident to the office of Director. The Director can select Special Committees to preside over special activities or events. These Special Committees report directly to the HBC Executive Board.

ASSISTANT DIRECTOR - The Assistant Director shall preside in the absence of the President. He/She shall perform all duties of the Director in his/her absence. The Assistant Director shall also be in charge of membership recruitment and coordination / venue recruitment for club events. The Assistant Director shall share responsibility with the Secretary-Treasurer for keeping a current list of all active voting members and keeping a current/updated list of member addresses and telephone numbers.

SECRETARY-TREASURER - The Secretary-Treasurer shall keep the current records of all meetings of the club, shall present to the Body all incoming communications and shall perform all duties usually pertaining to said office. The Secretary-Treasurer shall also keep an accurate account of and shall hold in interest all funds belonging to the club and shall provide a treasury report to the membership on a quarterly basis. The treasury books shall be audited annually by an Audit Committee appointed by the Director. The Secretary-Treasurer shall share responsibility with the Assistant Director for keeping a current list of all active voting members and keeping a current/updated list of member addresses and telephone numbers.

MEMBER TRUSTEES – The Executive Board shall include three (3) Regular Members who will act as Member Trustees and shall have Executive Board voting rights for club business purposes. Member Trustees shall be responsible for leading board appointed committees, aiding the Assistant Director in the selection of event and meeting locations as well as various other organizational duties, as needed, for and at club meetings and events.

DIRECTOR EMERITUS – The Director Emeritus shall serve as an advisor and voting member of the Executive Board (Member Trustee) until replaced by the next retiring Director.

OFFICER ELECTIONS & TERMS

Officers may serve any number of terms on the Executive Board as long as they are members in good standing and supported by membership vote.

VACANCIES

A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by an appointment from the Executive Board for the unexpired portion of the term. In the case of a vacancy in the office of Director, the Assistant Director shall become Acting Director for the remainder of that term.

ARTICLE V

MEETINGS

The Director or Acting Director may call special meetings of the members. Members shall be notified by email no less than 72 hours in advance of a special meeting.

QUORUM

The presence of not less than twenty-five percent (25%) of the active voting membership in good standing shall constitute a quorum and shall be necessary to conduct the business of the organization when requiring a vote. For Executive Board purposes, a presence of not less than five (5) of the active board members in good standing shall constitute a quorum and shall be necessary to conduct the business of the Executive Board when requiring a vote.

ARTICLE VI

DUES

All members present and in good standing shall have full voting privileges. Each member shall be entitled to one vote on each matter submitted to the membership for a vote. Unless otherwise noted, all votes must be made in person at the meeting where the vote is taking place. A written ballot will be provided to each member prior to a vote for Election of Officers, approval of amendments to these by-laws, and any other question the Executive Board shall deem appropriate. Requests for proxy vote for officer elections or by-laws amendments shall be submitted in writing to the club Director prior to the vote upon issues requiring said vote.

ARTICLE VIII

AMENDMENTS

These by-laws may be altered, amended, repealed, or added to by an affirmative vote of not less than two-thirds the combined total of attending members and proxy statements, providing the combined total number of attending members and proxy statements is sufficient for a quorum. Each member must be notified in writing and provided with a proxy form at least fifteen days prior to the intended action.

ARTICLE IX

DISSOLUTION

In the event this club is dissolved without prior termination or disposition of funds, the remaining funds, after payment of any outstanding indebtedness, shall be donated to a registered charitable organization as selected by Executive Board vote.

These by-laws were accepted by a majority vote of members at the HBC meeting on October 24, 2004.