BY-LAWS of the
Northwest Region
of the
Ferrari Club of America

Following are the by-laws for the Northwest Region Ferrari Club of America. They were adopted by a unanimous vote of the members in attendance at a Member Meeting on April 24, 1999.

ARTICLE I: NAME AND PURPOSE

A. Name

The name of the organization shall be the NORTHWEST REGION OF THE FERRARI CLUB OF AMERICA, INC. The Ferrari Club of America, Inc., hereafter referred to as "the Club," is a not for profit corporation of the state of Illinois.

B. Purpose

The purpose of the Region is the same as that of the Club, which is to:

1. Inspire ownership, operation, restoration and preservation of Ferrari automobiles throughout the country.
2. Serve the members as a source of information regarding Ferrari history and technical information.
3. Organize meets and exhibits.
4. Encourage fellowship among Ferrari enthusiasts.
5. Assist members in locating Ferrari automobiles and parts.

ARTICLE II: MEMBERSHIP

A. Definition of Membership

In order to be a member of the Northwest Region of the Club, a person must:

• Be a current member of the Ferrari Club of America, Inc.
• Reside within the states of Alaska, Idaho, Montana, Oregon, or Washington.
• Pay the stated dues amount for the Region.

B. Regional Dues

Regional dues shall be established by member vote at an annual meeting of the members.

C. Regional Membership Meetings

An annual meeting of the members of the region shall be held during the month of April, or during any other month as decided upon by the Regional Board of Directors. A special meeting of the members of the region may be called by the Regional Director or by a majority vote of the Regional Board of Directors.

D. Notice of Regional Membership Meetings

Notice of regional membership meetings stating the date, time, place and purpose, shall be delivered no fewer than ten (10) nor more than forty (40) days in advance of the meeting date. If mailed, such notice shall be deemed delivered when deposited in the United States mail with postage prepaid, addressed to the member at his or her address as it appears in the records of the Club.

E. Voting

Members in good standing who are present at a regional membership meeting will be entitled to one vote on each issue at that regional membership meeting.

F. Quorum

Five percent (5%) of the total eligible voting members shall constitute a quorum at a regional membership meeting.

ARTICLE III: OFFICERS AND DIRECTORS

A. Regional Officers

The elected officers of the Region shall be:

1. Regional Director
2. Assistant Regional Director(s) (a number not to exceed the number of states in the region)
3. Secretary
4. Treasurer
5. Membership Chair
6. Activities Chair - Oregon
7. Activities Chair - Washington

and they shall constitute the Regional Board of Directors ("Board"). The Regional Director will chair this Board. The Board will conduct the administrative affairs of the Region.

B. Qualifications of Regional Officers

All elected regional officers must be members of the Region in good standing, and must remain as such throughout their term of office.

C. Board Meetings

An annual meeting of the Board shall be held during the month of April, or during any other month as decided upon by the Regional Director. A special meeting of the Board may be called by the Regional Director or by any two members of the Board.

D. Notice of Board Meetings

Notice of a meeting of the Board stating the date, time, place and purpose, shall be delivered no fewer than ten (10) nor more than forty (40) days in advance of the meeting date. If mailed, such notice shall be deemed delivered when deposited in the United States mail with postage prepaid, addressed to the Board member at his or her address as it appears in the records of the Club.

E. Voting

Board members in good standing who are present at a Board meeting will be entitled to one vote on each issue at that Board meeting.

F. Quorum

A majority of the members of the Board will constitute a quorum.

G. Removal of Regional Officers

An elected officer of the Region may be removed by a simple majority vote of the members of the region at a regional meeting of the members.

H. Interim Appointments

In the event that any Board member cannot continue his/her duties, the Regional Director shall make an interim appointment to the vacated office for the remainder of the term. Such interim appointments shall be subject to the approval of a majority of the Board.

I. Dealer Representative(s)

The Ferrari factory authorized dealership(s) in our region shall have a non-voting representative on the Board of Directors. (one Representative for each dealership in our region). Dealer Representatives shall be appointed by the principals of the respective regional dealerships.

ARTICLE IV: DUTIES OF OFFICERS AND DIRECTORS

A. Duties of the Regional Director

The Regional Director shall be the chief executive officer of the Region. The Regional Director will preside at all Regional meetings and at the meetings of the Board. The Regional Director will coordinate the affairs of the Region with those of the Club. The Regional Director will call meetings as prescribed in these by-laws. In the event that he/she can no longer continue his/her duties, an interim director elected by the Board from its members will serve out the remainder of the Regional Director's term.

B. Duties of the Assistant Director(s)

The Assistant Regional Director(s) will be responsible for such duties as are assigned by the Regional Director.

C. Duties of the Secretary

The Secretary will keep the minutes of all Regional meetings and meetings of the Board. The Secretary is responsible for providing notice of all meetings in accordance with the Regional by-laws. The Regional Secretary will record the results of all votes. The Secretary will publish summary minutes of these meetings in the Regional Newsletter. The Regional Secretary will maintain a record of member attendance at meetings and events.

The Secretary shall have custody of the Regional records other than the financial records. The Regional Secretary will make the records of the Region available to inspection by any member of the Region or his agent or attorney for any proper purpose at any reasonable time.

D. Duties of the Treasurer

The Treasurer will receive all monies of the Region and deposit them in a FDIC insured bank account. Such account must be in the name of the Northwest Region of the Ferrari Club of America. The Treasurer will control and supervise the financial assets of the Region and the payment of debts and obligations.

The Treasurer shall maintain books of account that will reflect the full and correct financial status of all receipts, disbursements, balances, assets, and liabilities of the Region. The Regional Treasurer will sign all checks and other orders for payment of monies of the Region.

The Treasurer shall provide financial records to the Club as required. The Treasurer shall provide the members with a complete financial status of the Region at the annual meeting.

E. Duties of the Membership Chair

The Membership Chair will plan and direct campaigns to increase the membership of the Club. The Membership Chair shall facilitate and coordinate communication between the Board of Directors and the region's members. The Membership Chair shall ensure that necessary information about the membership is readily available to elected officials.

F. Duties of the Activities Chair

The Activities Chair shall coordinate the scheduling, preparation, and execution of all club events. The Activities chair may appoint an Event Coordinator to be responsible for any single event.

ARTICLE V: ELECTIONS AND TERMS OF OFFICE

A. Nominations

The Board shall nominate and publish the names of the nominees for elected Regional offices in the Regional Newsletter prior to the Annual Meeting.

B. Elections

Elections will take place at the Annual Meeting. Additional nominations may be made from the floor at these meetings.

C. Terms of Office

The Regional Director shall serve for a term of two years and may not be elected for more than two consecutive terms. All other elected officers shall serve for a term of one year, with no term limits. Terms of office will begin on May 1 and end on April 30.

ARTICLE VI: AMMENDING THE BY-LAWS

A. Proposed Amendments

The Board may propose amendments to the by-laws to the Secretary in writing. Proposed amendments shall be voted upon by the members at the next meeting of the members. Proposed amendments must be announced in the Regional Newsletter the month prior to the meeting of the members.

B. Approval of Amendments

If an amendment is passed by a simple majority of the members at a meeting of the members, the Board must submit a copy of the amendment to the Club for approval by the National Board of Directors. If the National Board approves the amendment, the regional bylaws shall be amended.