Bylaws

BYLAWS OF

VALLEY COLLECTOR CAR CLUB, INC.

Revised 10/1/2009

ARTICLE I Name and Location

Section 1.1 - Name. The name of the Corporation shall be VALLEY COLLECTOR CAR CLUB, INC.

Section 1.2- Change of Office. The Board of Directors may, from time to time, designate such other place or places as the principal office and for the transaction of corporate business as it may determine.

Section 1.3 - Purpose. The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. The nature of the activities to be conducted and the purposes to be promoted or carried out by the Corporation are as follows: (a) To benefit local communities; (b) To foster interest in classic, antique, special interest and modified motor vehicles. The Club is an organization formed by individuals with an interest in the restoration, preservation and enjoyment of all classes of cars such as antiques, classics, special interest, and modified vehicles. The organization disseminates information pertaining to upcoming car events to its members and the community, encourages attendance at such events and sponsors a local car show. The organization seeks to raise money for charitable purposes in connection with the foregoing interests; (c) To engage in any lawful act or activity for which corporations may be formed under the Connecticut Revised Nonstock Corporation Act and which also have charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 1.4 - Restriction on Activities. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501(h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office. Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE II Members

Section 2.1 - Two Classes of Members. The Corporation shall have two (2) classes of Members, Active Members and Honorary Members. Active Members shall have voting rights. Honorary Members shall not be entitled to vote. An individual is eligible to become an Active Member if the person owns or has an interest in owning a classic, antique, special interest or modified motor vehicle and is interested in fostering the charitable purposes of the organization. Individuals who foster the charitable purposes of the Corporation may become an Honorary Member if appointed by the Active Members.

Section 2.2 - Annual Dues. The Board of Directors shall determine the annual dues to be paid by each Active Member. No dues shall be paid by the Honorary Members. An Active Member may be removed by the Board of Directors for failure to pay dues after receipt of notice by Board of Directors that such dues are past due.

Section 2.3 - Place and Notice of Meetings of Members. All meetings of Members shall be held on the third Wednesday of each month (except December) at a location determined by the Board of Directors. The location will be announced via newsletter, email, regular mail or by phone. The Secretary shall serve personally or by mail a written notice, not less than ten (10) days nor more than fifty (50) days before such meeting, addressed to each Member at the Member’s address as it appears on the Corporation's records; but at any meeting at which all Members shall be present and at which no Member objects to the lack of notice, or at any meeting where all not present have waived notice in writing, the notice requirement shall be waived. All notices required or provided for under these Bylaws shall be in writing and shall be deemed given: (a) upon mailing by U.S. Mail, postage prepaid; (b) one business day after deposit with a recognized overnight courier (such as Federal Express); or (c) upon delivery if sent by facsimile transmission, email or delivered in person, in each case to the address of record with the Corporation.

Section 2.4 - Annual Meetings of Members. The Annual Meeting of Members of the Corporation shall be the third Wednesday during the month of October at a time and place chosen by the Board of Directors. In the event that such Annual Meeting is omitted by oversight or otherwise at the time and date provided for, a substitute annual meeting shall be held as soon thereafter as conveniently may be, and any business transacted or held at such meeting shall be as valid as if transacted or held at the Annual Meeting. Such subsequent meeting shall be called in the same manner as provided for the Annual Meeting of Members.

Section 2.5 - Special Meetings of Members. Special meetings of the Members other than those regulated by Statute may be called at any time by a majority of the Directors or by the President and must be called by the President upon written request of a majority of the Active Members. Notice of such meeting shall be given as provided in Section 3.3. The purpose for which such meeting is called shall be stated in the notice and no business other than that specified in the call for the meeting shall be transacted at any special meeting of the Members.

Section 2.6 - Quorum. The presence, in person or by proxy, of twenty percent (20percent) of the Active Members shall be necessary to constitute a quorum for the transaction of business, provided, however, if a quorum is not present, a majority of the Members present at the meeting may adjourn to some future time, not less than three (3) days later, and the Secretary shall give at least two (2) days’ notice by mail to each Member entitled to vote who was absent from such meeting.

Section 2.7 - Voting. Each Active Member shall have one (1) vote. At all meetings of the Members, all questions, unless specifically regulated by Statute, controlled by a written agreement binding the Corporation or as otherwise set forth below, shall be determined by a fifty-one percent (51percent) vote of those Active Members present in person or by proxy provided a quorum is present. Election of Directors shall require a plurality of the votes cast by Active Members at a meeting at which a quorum is present.

Section 2.8- Order of Business. The order of business at all meetings of the Members shall be as follows:

1. Roll call

2. Proof of notice of meeting or waiver of notice

3. Approval of minutes of preceding meeting

4. Reports of officers

5. Reports of committees

6. Ratification

7. Unfinished Business

8. New Business

Section 2.9 - Proxies. An Active Member may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed. All proxies shall expire eleven months from the date of execution thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the will of the Active Member executing it, except as otherwise provided by law, by a writing delivered to the Corporation stating that the proxy is so revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.

Section 2.10 - Consents. Whenever the vote of Active Members is required to be taken at a meeting in connection with any corporate action, except as set forth in these Bylaws, the meeting and the vote of Active Members may be dispensed with if at least fifty-one percent (51percent) of the Active Members consent in writing to such corporate actions being taken, which consents shall be dated and shall set forth the action to be taken. Notwithstanding the foregoing, Directors may not be elected by action of Active Members without a meeting of Active Members other than by unanimous written consent, or pursuant to a plan of merger. If action is proposed to be taken by other than unanimous written consent, notice in writing of such proposed action shall be given to each Active Member. Such notice shall be given not less than twenty (20) days nor more than fifty (50) days before the date any such consents are to be effective.

Section 2.11 - Rules of Conduct and Removal of Members. Any Member may be removed by the majority vote of the Board of Directors for the following causes: (a) Public displays of negativity and disrespect toward any Member or their property at Club functions; (b) Hazing, illegal drugs, excessive drinking, reckless driving or illegal racing at Club functions; (c) Violation of the foregoing by a Member's guest; (d) Conduct unbecoming a Member, a flagrant violation of laws, rules or regulations of the Club, or other serious misconduct.

ARTICLE III Board of Directors

Section 3.1 - Number. The Corporation shall have at least the number of director positions required by law and a maximum of nine (9). The past President of the Corporation will serve as one (1) of the nine (9) directors for the twenty four(24) months following the date on which his term of office ends.

Section 3.2 - Board. The Board of Directors shall be elected biennially by the Active Members.

Section 3.3 - Term of Office. The term of office of each of the directors shall be two (2) years and thereafter until a successor has been duly elected and qualified, unless such director shall cease to be in office due to death, resignation or removal. The board of directors shall have staggered terms for the directors by dividing the total number of directors, other than the past President, into two (2) groups, with each group containing approximately the same percentage of the total, as near as may be. The terms of directors in the first group expire at the first annual meeting of the board of directors, after their election, the terms of the second group expire at the second such annual meeting of directors after their election. At each such annual meeting thereafter, directors shall be chosen for a term of two (2) years, to succeed those whose terms expire.

Section 3.4 - Duties of Directors. The Board of Directors shall have the control and general management of the affairs, property and business of the Corporation. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Connecticut.

Section 3.5 - Directors' Meetings. An Annual Meeting of the Board of Directors shall be held during the month of October. In the event that such Annual Meeting is omitted by oversight or otherwise at the time and date provided for, a substitute annual meeting shall be held as soon thereafter as conveniently may be, and any business transacted or held at such meeting shall be as valid as if transacted or held at the Annual Meeting. Regular meetings may be held at such intervals as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time and shall be called by the President or Secretary upon the written request of two (2) Directors.

Section 3.6 - Notice of Meetings. Notice of meetings shall be given by email, phone or regular mail. Any business may be transacted at any such special meeting except that, unless stated in the written notice of the meeting, no bylaw may be adopted, amended or repealed. At any meeting at which every member of the Board of Directors shall be present and at which no Director objects to the lack of notice, or at which Directors not present have waived notice in writing, the notice requirement shall be waived, and any business may be transacted which might have been transacted if the meeting had been duly called.

Section 3.7 - Consents. Whenever the vote of Directors is required to be taken at a meeting in connection with any corporate action, the meeting and the vote of Directors may be dispensed with if all the Directors who would have been entitled to vote upon the action, if such meeting were held, shall consent in writing to such corporate actions being taken.

Section 3.8 - Quorum. At any meeting of the Board of Directors, fifty-one percent (51percent) of the Board shall constitute a quorum for the transaction of business provided that a quorum shall consist of no fewer than two (2) Directors.

Section 3.9 - Voting. At all meetings of the Board of Directors, each Director is to have one vote. At all meetings of the Board of Directors at which a quorum is present, all questions, the determination of which is not specifically regulated by statute, shall be decided by a majority vote of the Directors present at the meeting.

Section 3.10 - Compensation. Other than reimbursement for expenses incurred, no Director shall be entitled to receive any compensation in connection with his duties as a Director of the Corporation.

Section 3.11 - Removal or Resignation of Directors. Any Director may be removed with or without cause, at any time, by a majority vote of the Directors at any meeting of Directors duly called. Any Director may resign from office at any time by written notice to the Corporation. Such resignation shall be effective upon receipt by the Corporation unless another effective date shall be specified or unless the Board of Directors shall remove such Director at a date earlier than that specified in the notice. Persons having been removed as a Director as set forth herein shall be ineligible to hold any position on the Board of Directors for four (4) years from the date of removal.

Section 3.12 - Director Liability. The personal liability of a director of the Corporation to the Corporation shall be limited to the fullest extent permitted by law in accordance with the Connecticut Revised Nonstock Corporation Act as the same may be, from time to time, amended.

Section 3.13 - Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two (2) or more Directors who shall serve at the pleasure of the Board of Directors.

ARTICLE IV Officers

Section 4.1 - Officers and Qualifications. The officers of this Corporation shall be a President, Vice Presidents, Secretary and Treasurer. Any one person may hold only one officer position at any given time.

Section 4.2 - Election. All officers of the Corporation shall be elected biennially by a majority vote of the Active Members present at the Annual Meeting of Members.

Section 4.3 - Term of Office. All officers shall hold office for a term of two (2) years or until their successors have been duly elected and have qualified or until removed as hereinafter provided.

Section 4.4 - Duties of Officers. The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

The President shall preside at all meetings of the Board of Directors and Membership.

The President shall preside at each Annual Meeting of the Board of Directors and present a report of the condition of the business of the Corporation.

The President shall cause to be called regular and special meetings of the Board of Directors in accordance with these Bylaws.

The President shall sign and make all contracts, deeds, mortgages and agreements in the name of the Corporation.

The President shall see that the books, reports, statements and certificates required by statute are properly kept, made and filed according to law.

The President shall enforce these Bylaws and perform all the duties incident to the office and which are required by law and, generally, the President shall supervise and control the business affairs of the Corporation.

VICE PRESIDENT

During the absence and inability of the President to render and perform the duties or exercise the powers of the Presidency as set forth in the Bylaws or in the acts under which this Corporation is organized, the same shall be performed and exercised by the Vice President. The Vice President shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President.

TREASURER

The Treasurer shall have the care and custody of and be responsible for the funds and securities of the Corporation and shall deposit all such funds in the name of the Corporation in such bank, savings and loan institution, trust company or safe deposit vaults as the Board of Directors may designate.

The Treasurer shall sign, make and endorse in the name of the Corporation all checks, drafts, warrants and orders for the payment of money and pay out and dispose of same and receipt therefor, under the direction of the President or the Board of Directors.

The Treasurer shall exhibit at all reasonable times his books and accounts to any Director of the Company upon application at the office of the Corporation during business hours.

The Treasurer shall render a statement of condition of the finances of the Corporation at each regular meeting of the Board of Directors and Membership Meetings and at such other times as shall be required, and a full financial report at the Annual Meeting of Directors.

The Treasurer shall keep at the office of the Corporation correct books of account of all its business and transactions and such other books of account as the Board of Directors may require.

The Treasurer shall do and perform all duties incident to the office of the Treasurer.

SECRETARY

The Secretary shall keep the minutes of the meetings of the Board of Directors and Membership Meetings in appropriate books.

The Secretary shall attend to the giving of notice of regular and special meetings of the Board of Directors of the Corporation.

The Secretary shall be custodian of the records and seal of the Corporation and shall affix the seal to the certificates representing shares and other corporate papers when required.

The Secretary shall appropriately store a book or record containing the minutes of the proceedings of the Board of Directors and Membership Meetings and make available for inspection, within the limits prescribed by law, by any person duly authorized to inspect such records. At the request of the person entitled to such an inspection, the Secretary shall prepare and make available a current list of the officers and Directors of the Corporation and their residence addresses.

The Secretary shall attend to all correspondence and present to the Board of Directors at its meetings all official communications received.

The Secretary shall perform all the duties incident to the office of Secretary of the Corporation.

Section 4.5 - Bond. The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of the duties of the Treasurer, as the Board may direct.

Section 4.6 - Compensation of Officers. Other than reimbursement for expenses incurred, the officers shall not receive any salary or compensation.

Section 4.7 - Vacancies. All vacancies in any office shall be promptly filled by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 4.8 - Removal of Officers. Any officer may be removed, with or without cause, by a majority vote of the Board of Directors. The removal of an officer shall automatically remove such individual from the Board of Directors. Persons having been removed from office as set forth herein shall be ineligible to hold any Officer position for four (4) years from the date of removal.

ARTICLE V Seal

Section 5.1 - Seal. The seal of the Corporation shall be the name of the Corporation encircled about the words "Seal" and "Connecticut," in such form as adopted by the Board of Directors.

ARTICLE VI Prohibition Against Distributions

Section 6.1 - Distributions Upon Dissolution. Upon dissolution of the Corporation, all assets of the Corporation remaining after application as required by Section 33-490 of the Connecticut Revised Nonstock Corporation Act shall be distributed to one or more organizations selected by the Board of Directors and which are organizations described in Section 501(c) of the Internal Revenue Code of 1986, as amended, and exempt from taxation under Section 501(c) of such Code.

Section 6.2 - Restriction on Distribution of Earnings. No part of the net earnings of the Corporation shall inure to the benefit of any trustee, director, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation), and no trustee, officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the Corporation’s assets on dissolution of the Corporation. In any taxable year in which the Corporation is a private foundation as described in IRC 509(a), the Corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the Corporation shall not (a) engage in any act of self-dealing as defined in IRC 4941(d), (b) retain any excess business holdings as defined in IRC 4943(c), (c) make any investments in such a manner as to subject the Corporation to tax under IRC 4944, or (d) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.”

ARTICLE VII Bills, Notes, Etc.

Section 7.1 - How Made. All bills payable, notes, checks or other negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by those persons designated by resolution of the Board of Directors. No officer, either singly or jointly with others, shall have the power to make any bills payable, notes, checks, drafts or warrants or other negotiable instruments or endorse the same in the name of the Corporation or contract or cause to be contracted any debt or liability in the name or in behalf of the Corporation, unless expressly authorized by resolution of the Board of Directors.

ARTICLE VIII Indemnification and Reimbursement

Section 8.1 - Indemnification and Reimbursement. Any person who is made a party to any suit, action or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, shall be indemnified against judgments, fines, penalties, amounts paid in settlement, and reasonable expenses necessarily incurred by him in connection with such suit, action, or proceeding to the fullest extent permitted by law in accordance with the Connecticut Revised Nonstock Corporation Act as the same may be, from time to time, amended.

ARTICLE IX Waiver of Notice

Section 9.1 - Authority to Waive Notice. Whenever under the provisions of these Bylaws or of any Statute, any Director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Director entitled to such notice waives such notice. The attendance of any person at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver of notice of such meeting.

ARTICLE X Books and Records

Section 10.1 - Books and Records. There shall be kept correct and complete books and records of account and minutes of the proceedings of the Corporation's incorporators and committees of Directors.

ARTICLE XI Fiscal Year

Section 11.1 - Power to Fix. The Board of Directors shall have power to fix and from time to time to change the fiscal year of the Corporation.

ARTICLE XII Amendments

Section 12.1 - How Amended. These Bylaws may be modified, amended, repealed or added to by an affirmative vote of the Board of Directors at an Annual Meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each Director entitled to receive such notice, which notice shall state the modifications, amendments or changes which are proposed to be made in such Bylaws. Active Members shall have the right to petition the Board of Directors for changes to the Bylaws. Notwithstanding the foregoing, an amendment to these Bylaws which amends the quorum or voting requirements for the Active Members or the Board of Directors must be adopted by the Active Members. Only such changes as have been specified in the notice shall be made. If, however, all the Directors shall be present at such meeting, these Bylaws may be amended by a unanimous vote without any previous notice.

Section 12.2 - Annotation of Amendments. The Secretary shall maintain an Annotation of Amendments to these Bylaws within the corporate minute book. Upon the adoption of an amendment of any Bylaw, the Secretary shall enter upon such page of Annotations the number of the section amended and the date of the Members meeting when such enactment was adopted; he shall also endorse upon the appropriate Bylaw as originally adopted the phrase "Amended ‑ See Annotation of Amendments."