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ARTICLE I — NAME, PURPOSE AND PRINCIPAL OFFICE

Section 1. The name of this club shall be the Willys-Overland-Knight Registry, Inc., and it shall be incorporated under the provisions of the Non-Profit Corporation Statute (Chapter 55A) of the State of North Carolina.

Section 2. The purpose of this club shall be to promote and encourage the preservation, restoration and enjoyment of antique self-propelled vehicles and related material, as well as to encourage and publish studies, primarily of the 1903- 1942 Overland, Whippet, Willys, Stearns, and sleeve-valve engine vehicles, and research pertaining to their history. An additional purpose shall be to conduct meetings, tours and programs of any sort relating to the preservation, restoration and history of automotive vehicles.

Section 3. The principal office of the Club shall be maintained in the home of the President or in such place as he selects. The library collection shall be maintained in the home of the Librarian or in such place as the executive committee selects.

ARTICLE II — MEMBERS, MEMBERSHIP AND DUES

Section 1. Any person of good character who has submitted a properly executed application and paid the required dues shall become a member of the Club.

Section 2. Honorary members shall pay no dues and are entitled to all Club privileges except the right to vote and hold office. Honorary members are those who have made an outstanding contribution to automotive history and who have been selected by the Board of Directors for this recognition.

Section 3. Active and Patron Members are entitled to all Club privileges and those members in good standing who have paid the required dues are entitled to vote and hold office.

Section 4. Required dues shall be set by the Board of Directors. a.) Dues shall be for a twelve month period beginning July 1 and ending June 30. b.) The courtesy designation of Patron Member shall be bestowed on those members donating an amount set by the Board or more, above the required dues, or who donate considerable time and/or material to the Club, at the discretion of the President.

Section 5. Dues are payable on July 1. First year of membership dues shall be prorated on a monthly basis to July 1.

Section 6. Termination of Membership: a.) All privileges of membership shall automatically cease if a member’s dues are unpaid after final notice. b.) The Board of Directors may expel any member after a hearing with reasonable charges brought against him or her.

Section 7. Memberships may be transferred upon request and approval of the President.

Section 8. Cumulative and proxy voting shall be prohibited unless otherwise provided for in these By-Laws or by statute.

ARTICLE III — OFFICERS AND DIRECTORS

Section 1. The Club shall be governed by a Board of fifteen Directors.

Section 2. The members shall elect by plurality mail vote each year, five members to serve as Directors for three years and until their successors are elected and qualify. The term of office shall be three years with one-third of the Board being elected each year.

Section 3. A Nominating Committee of three members shall be appointed by the Board of Directors at the Annual Meeting, with one member designated chairperson. The Committee shall make its nominations for Directors to the President not less than 90 days prior to the next Annual Meeting. The Nominating Committee is encouraged to provide a slate that takes cognizance of the geographic distribution of the Registry membership, and that will result in turnover of directors, and thereby Registry officers. Other nominations may be submitted to the chairperson of the Nominating Committee by petition of at least 5% of the members, such petition to be submitted not less than 60 days prior to the Annual Meeting.

Section 4. Ballots are to be mailed to all members at least 45 days prior to the Annual Meeting. Ballots, to be valid, must be marked for exactly five candidates, returned by mail — either electronically or by postal service — and received not less than 10 days prior to the Annual Meeting. Certification of the results of the election shall be made at the Annual Meeting.

Section 5. The Board of Directors at its first meeting after each Annual Meeting of the members shall elect by plurality vote from their number, a President, Vice President, Secretary, and a Treasurer, each to serve until his or her successor has been elected. No two of the above offices may be combined. It is encouraged that the President be selected from among those who have previously served as Vice-President, Secretary and/or Treasurer. The officers may serve up to five (5) consecutive one year terms. A person can serve in any office provided that each five years of service is interrupted by not less than a one year break in service in that office. The Board is to provide a smooth transition in rotation of officers.

Section 6. In addition to the active members of the Board of Directors provided for herein, the Board of Directors may appoint and designate persons as “Directors Emeritus” who have served six (6) or more years as active members of the board and whose continued guidance and counsel is considered important to the health of W.O.K.R., Inc. The term of appointment shall be for five years. A Director Emeritus may be reappointed for successive five year terms at the discretion of the Board. A Director Emeritus shall have no vote on the Board of Directors and his or her presence at the meetings of said Board shall not be counted toward a quorum.

ARTICLE IV — DUTIES OF OFFICERS AND DIRECTORS

Section 1. The President shall preside at all meetings of the Board of Directors, and the Annual Meetings of the members. He or she shall appoint all committee chairpersons and other such committee members as he or she may deem appropriate. The President, or the presiding officer acting in his or her stead, shall not have the right to vote at a Board of Directors meeting except (a) in order to make or break a tie, (b) on a motion to amend the By-Laws or Charter, (c) at an election of officers. The President may appoint from the membership an Assistant Secretary and Assistant Treasurer. Each officer so named shall assume office immediately, but such appointment must subsequently be ratified by vote of the Board of Directors.

Section 2. The Vice President shall perform the duties of the President in his absence.

Section 3. The Secretary shall take minutes of the Board of Directors meeting and the Annual Meeting. He or she shall maintain a file of pertinent Club business papers and correspondence.

Section 4. The Treasurer shall collect and disburse the funds of the Club. He or she shall render a financial report at the Annual Meeting and at other times at the request of the President or the Board of Directors. If requested, he or she shall give bond at the expense of the Club. The financial records of the Club shall be submitted by the Treasurer for a review every five (5) years or whenever the person serving as Treasurer is changed. The review shall be conducted by an individual or committee appointed by the President and approved by the Board of Directors.

Section 5. The Board of Directors shall have responsibility for general management and control of the affairs and property of the Club, and shall perform all duties not otherwise specifically designated by these By-laws. At any meeting, a majority shall constitute a quorum. Unless otherwise provided, a majority vote shall be sufficient to take any action. The Board of Directors is empowered to promulgate and enforce regulations governing any activity conducted under the direct or implied sponsorship of the Club.

Section 6. Vacancies on the Board of Directors and in elective offices that shall occur for any reason shall be filled by the Board of Directors at its next meeting.

Section 7. Roberts Rules of Order, Revised, shall govern in all cases where applicable, and in which they do not conflict with these By-laws.

ARTICLE V — COMMITTEES

Section 1. There shall be six (6) standing committees: Executive Committee, Finance and Budget Committee, Meets Committee, Publications Committee, Chapters Committee, and Projects Committee. The President may appoint such other committees as he or she may deem appropriate.

Section 2. Each committee shall submit its report to the Board of Directors on call.

Section 3. Executive Committee. The President shall appoint four Directors who with himself or herself, shall comprise the Executive Committee. The President shall act as Chairman. The Committee shall have the authority to make decisions between Board Meetings in all matters affecting Club business. Actions taken by the Executive Committee shall be reported to the Board of Directors for ratification.

Section 4. Finance and Budget Committee. It shall be the duty of this Committee to prepare an annual budget and submit a report on expenditures by budget function during the past year to the Board of Directors.

Section 5. Meets Committee. It shall be the duty of this committee to plan the schedule of all national meets.

Section 6. Publications Committee. It shall be the duty of this committee to supervise, edit, produce and distribute The STARTER, the monthly newsletter, roster of members and vehicles, and such other publications as the Board may direct. This committee is also responsible for the WOKR website.

Section 7. Chapters Committee. It shall be the duty of this Committee to identify potential leaders in geographic areas where there are concentrations of members and to encourage them to form Chapters. The Committee will accept applications for Chapter Charters and submit appropriate recommendations to the Board of Directors. The Committee shall provide guidance to the officers of Chapters on how to attract members and organize interesting functions. The Committee shall annually review the status of each Chapter and work to rejuvenate inactive Chapters.

Section 8. Projects Committee. It shall be the duty of this committee to plan, co-ordinate and supervise any project approved by the Board of Directors.

ARTICLE VI — CHAPTERS

Section 1. Any group of ten (10) or more members of the Club may apply for a Chapter Charter by submitting a written application to the W.O.K.R., Inc. Board of Directors.

Section 2. Applications for all Chapter Charters must be approved by the W.O.K.R., Inc. Board of Directors and only the Board may issue Charters and approve the names thereof.

Section 3. Every member of a Chapter in North America and every Officer or Director of a Chapter outside North America must be a member of WOKR Inc. Chapter organizations outside North America may also offer a class of membership not requiring membership in WOKR Inc. Such memberships shall not include any of the rights and privileges afforded members of WOKR Inc.

Section 4. By January 10th each year, each Chapter shall submit to the President an accurate list of members as of December 31.

Section 5. Each Chapter shall send to the President, for his approval and concurrence of Club Counsel, an accurate and up-to-date copy of its By-laws. The W.O.K.R., Inc. Secretary must be notified immediately of any changes therein.

ARTICLE VIa —ASSOCIATE ORGANIZATION

Section 1. Any large group or organization with similar goals and interests as the W.O.K.R., may apply for recognition as an Associate Organization by submitting a written application to the W.O.K.R. Board of Directors. This group or organization must contain some members of the National W.O.K.R..

Section 2. The benefits of an Associate Organization would include but not be limited to, the exchange of publications, newsletters, access to each others reproduced parts, library of manuals and parts drawings. It would also allow the linking of web sites and any other benefits approved by the W.O.K.R. Board of Directors.

Section 3. The recognition of the Associate Organization will continue from one year to the next with no action from the Board of Directors. The W.O.K.R. Board of Directors reserves the right to revoke such status at any time for just cause.

ARTICLE VII — CLUB POLICY

Section 1. No Chapter, nor member, shall participate in or assist in the promotion of a commercial or charitable enterprise in a manner implying sponsorship by this Club. Chapters may associate themselves with other antique automobile hobby non-profit organizations or councils of such organizations in their respective areas for the purpose of sponsorship of hobby activities or furtherance of hobby interests so long as such association does not involve or obligate the W.O.K.R., Inc. in any way.

Section 2. No “mailing list” may be made of the roster of members of this Club without the expressed written approval of the President.

Section 3. 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 in

Article I, Section 2 thereof. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 4. No portion of any copyrighted W.O.K.R. publication may be reproduced without the written approval of the Registry Executive Committee. Favorable consideration usually will be given to the following types of requests: (1) requests from the author of an article to reprint his material in another publication; (2) requests to reprint portions of the STARTER in other club publications; (3) Requests to reprint articles, or portions of article, in commercial antique automotive publications when there is reasonable expectation that such publication will have good public relations value; (4) Requests to reprint articles or portions of articles, in commercial publications when a reasonable fee for such use will be paid to W.O.K.R. Section 5. With standard business precautions, literature and other automotive memorabilia in the possession of W.O.K.R. may be loaned to publishers, subject to the conditions outlined in Section 4. With standard business precautions literature and other automotive memorabilia in possession of W.O.K.R. may be loaned to recognized museums for public exhibitions.

ARTICLE VIII — AMENDMENTS

A proposed amendment to these By-Laws or the Charter shall be submitted in writing to the Board of Directors for preliminary approval or rejection by a majority vote. A copy of the amendment, if approved, shall be sent to all Directors. Final action shall be taken at the next meeting of the Board, requiring a two-thirds vote of the Directors present for adoption.

ARTICLE IX — DISSOLUTION

In the event that the members of this Club shall vote, under the provisions of Chapter 55A of the Non-Profit Corporation Statute of the State of North Carolina, that this club shall dissolve and cease corporate activities, certain assets of this Club shall be distributed as follows: printed matter and other paper material pertaining to the automobiles of our interest considered “factory supplied”, i.e., owners manuals, parts manuals, catalogs, advertising material, technical bulletins, blueprints, etc., shall be offered free of charge to one or more public, non- profit corporations, which are wholly or substantially interested in automotive history or research, and who shall agree to house, maintain, properly care for and make available to the public said material.