Section 1. Eligibility. There shall be one class of individual members who shall have the right to vote. Individual membership shall be open to all persons eighteen years of age or older who are owners or enthusiasts of motor vehicles built by Chrysler. This class of membership shall also include the member's immediate family for purposes of club admission and benefits, but the member's immediate family will not be entitled to vote.

Section 2. Election to Membership. Each applicant for membership shall apply on a form approved by the Board of Directors, which shall provide that the applicant agrees to abide by the By-Laws of the Corporation. The application shall state the name, address and occupation of the applicant. Accompanying the application, the prospective member shall submit dues payable for the current year. All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the Board of Directors following its receipt. A majority vote shall be required to elect the applicant. Individuals who were members prior to incorporation shall continue to be members of the corporation.

Section 4. Dues. Annual dues shall be set by the Board of Directors. During the month of November, the Treasurer shall send to each member a statement of his dues for the ensuing year.

Section 5. Membership Meetings. Regular Meetings: The annual membership meeting shall be held on the first day of December of each year, or on such other day in December as the Board of Directors shall designate. Meeting shall be held at the principal office of corporation in Hampton, Virginia. Regular meetings shall be held on the second Tuesday of each month. Written notice of such meetings shall be mailed by the Secretary at least thirty days prior to the date of the meeting.

Special Meetings: Special membership meetings may be called by the President, or by a majority vote of the members of the Board, and shall be called by the Secretary upon the receipt of a petition signed by members having one-twentieth of the votes entitled to be cast at such meeting. Written notice of such meeting shall be mailed by the Secretary at least ten days prior to the date of the meeting, and the notice shall state the purpose of the meeting and no other business shall be transacted.

Quorum: The quorum for membership meetings shall be a majority of the members holding votes entitled to be case at such meeting.

Place, Date and Hour: All meetings of the Corporation, whether of the membership or the Directors shall be held in Hampton, Virginia, or within 60 miles of Hampton, Virginia, at such place, date and hour as may be designed by the person or persons authorized herein to call such a meeting.

Section 6. Termination of Membership. Resignation: Any member in good standing may resign from the Corporation upon written notice to the Secretary; but no member may resign when in debt to the Corporation. Dues obligations are considered a debt to the Corporation and they become incurred on the first day of each fiscal year.

Lapsing: a membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid thirty days after the first day of the fiscal year; however, the Board may grant an additional thirty days of grace to delinquent members in meritorious cases. In no case may a person be entitled to vote at any meeting whose dues are unpaid as of the date of the meeting.

Removal: any member may be removed with or without cause by a majority vote of the Board of Directors.

Section 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, and two other persons, all of whom shall be members in good standing and all of whom shall be elected for terms of two years at the annual membership meeting and shall serve until their successors are duly elected. The directors shall serve without compensation. The directors shall have the authority to adopt such standing rules as deemed necessary for the orderly conduct of business.

Section 2. Officers. The officers of the Corporation, consisting of the President, Vice-President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the membership and its meetings and the Board and its meetings. With the exception of the President, the same individual may simultaneously hold more than one office in the corporation. The President shall preside at all meetings of the membership and of the Board and shall perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors. The Vice-President shall exercise the authority of the President in his or her absence and perform such other duties as may be assigned to him or her by the President or Board of Directors. The Secretary shall be responsible for recording the minutes of the membership and Board meetings and maintaining such other records as may be required of him or her by the President of the Board. He or she shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members with their addresses, and carry out such other duties incident of his or her office as the President may request or the Board assign. The Treasurer shall collect and receive all monies due or belonging to the Corporation. He or she shall deposit the same in a bank designated by the Board in the name of the Corporation. His or her books shall at all times be open to inspection by the Board and he shall report to them at every meeting the condition of the Corporation's finances and every item of receipt or payment not before reported; and at the annual membership meeting he or she shall render an account of all monies received and expended during the previous fiscal year. There shall be an annual audit of books as directed by the Board.

Section 3. Elections. The candidate receiving the greatest number of votes for each office shall be declared elected.

Section 4. Meetings. Regular: Regular meetings of the Board of Directors shall be held on the twenty-fifth day of each month in the months of January and July in each year. Written notice of each such meeting shall be mailed by the Secretary at least five days prior to the date of the meeting.

Special: Special meetings of the board may be called by the President, and shall be called by the Secretary upon the receipt of a written request signed by at least a majority of the Board. Written notice of such meeting shall be mailed by the Secretary at least five days and not more than ten days prior to the date of the meeting, or telegraphic notice shall be filed at least three days and not more than five days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat.

Quorum: A quorum for a meeting of the Board shall be a majority of the Board.

Section 5. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled for the un-expired term of office by a majority vote of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by the Board.

Section 1. In addition to the Nominating Committee, the Board may each year appoint standing committees to advance the work of the Corporation in such matters as to further the purposes of the corporation. Such committees shall always be subject to the final authority of the board. Special committees may also be appointed by the Board to aid it on particular projects.

Section 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon ten days written notice to the appointee; and the Board may appoint successors to those appointees whose services have been terminated.

Section 1. Calendar. The fiscal year of the Corporation shall begin on the first day of December and end on the thirtieth day of November in each year.

Section 2. Amendments. Amendments to the Articles of Incorporation may be proposed by a resolution of the Board of Directors recommending the amendment to the members unless the Board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members. The resolution shall be submitted to the membership at a regular or special meeting. The written notice of the meeting shall contain the date, time, and place, and that the purpose of the meeting is to consider the proposed amendment; the notice shall contain or be accompanied by a copy of the proposed amendment. The notice shall be given to each member not less than twenty-five days or more than sixty days before the meeting. The amendment shall be adopted upon receiving more than two-thirds of all votes entitled to be cast. Amendments to the By-Laws may be made by a majority vote of the directors at any meeting at which a quorum is present, provided ten days written notice is given to the directors of any proposed change. The foregoing notwithstanding, By-Laws made by the members may not be altered or repealed by the Board of directors without the consent of the members. Such consent shall be obtained in the same manner as hereinafter provided for an amendment to the Articles of Incorporation. Any By-Laws made by the Board of Directors may be repealed or changed, and new By-Laws made, by a majority vote of the members.

The Corporation may be dissolved at any time by recommendation of the Board of directors approved in writing by more than two-thirds of the members in good standing. In the event of the dissolution of the Corporation, whether voluntary or involuntary, or by operation of law, none of the assets of the Corporation shall be distributed to any member, but after payment of all lawful debts of the Corporation, its property and assets shall be given to a charitable organization or organizations of the kind described in Section 501 of the Internal Revenue Code of 1954, such organization or organizations to be selected by the Board of Directors.