CONSTITUTION

ARTICLE I - NAME OF CORPORATION

Sec. 1 This organization, existing as a non-profit corporation under the laws of the State of Ohio, shall be known as the Wally Byam Caravan Club International, Inc., sometimes hereafter referred to as the International Club.

ARTICLE II - CLASS OF CORPORATION

Sec. 1 The Wally Byam Caravan Club International, Inc., is a non-profit corporation and no part of its income or profits shall inure to the benefit of its members.

ARTICLE III - OBJECTIVES

Sec. 1 The objective of the International Club shall be to furnish encouragement and assistance in the development of Regions, Units and Intra-clubs; to afford opportunities for outdoor fraternization of recreational vehicle owners; to encourage safe driving and assist in improving the general welfare of the recreational vehicle public through assistance and active participation of all its members in building a strong organization for the betterment of good will toward recreational vehicle travel; to coordinate the interest and activities of its Regions and Units; to cooperate with other organizations within its sphere of interest which are seeking to elevate the standards and ethics of the various groups; to disseminate information of an advisory and educational nature which will be of value to its members and the public; to study, advise and recommend legislation in the interest of the recreational vehicle public and to oppose all legislation which is discriminatory and injurious to the recreational vehicle public and to encourage government and private agencies to provide more and better recreational vehicle parks and facilities. (6/30/95)

ARTICLE IV - OFFICES

Sec. 1 The offices of the International Club, sometimes hereafter referred to as International Club Headquarters, or simply Headquarters, shall be maintained at 803 E. Pike Street, Jackson Center, Ohio 45334, USA, or at such other place as the Board of Trustees may designate. (6/30/93)

ARTICLE V - POWERS

Sec. 1 The powers of the International Club shall be:

A. To charter and supervise Regions, Units and other subordinate groups of recreational vehicle owners so chartered. (6/30/95)

B. To manage, supervise and control the activities, affairs, property and funds of the International Club.

C. To own, manufacture, utilize, repair, contract, sell, rent or conduct any business for the benefit of the Wally Byam Caravan Club International, Inc.

ARTICLE VI - QUALIFICATIONS OF MEMBERS

Sec. 1 An adult who owns a fully self contained and hard sided recreational vehicle manufactured by Airstream, Inc. shall be eligible for membership. (6/30/95)

Sec. 2 Regular Member

A. An applicant for membership, upon written application and the payment of Unit and International dues, shall be a Regular Member of a Unit and the International Club. (6/29/96)

B. Ownership, except as otherwise provided herein, of a recreational vehicle manufactured by Airstream, Inc., as defined in this Article, and the payment of annual Unit and International dues to a Unit is prerequisite to retaining membership as a Regular Member. (6/29/96)

C. Regular Members, who were in good standing when they sold their recreational vehicle manufactured by Airstream, Inc., may, upon request, retain their membership as Regular Members, provided such members do not own another brand of recreational vehicle, except such Regular Members may own another brand of recreational vehicle that is parked in a permanent or semi-permanent location to be used by the members as a vacation facility or as a home. (6/29/96)

D. Such Regular Members shall possess all the rights and privileges of the International Club, including the right to retain their membership number, except that those who have relinquished their membership number and are to be reinstated as regular Members in a Unit and the International Club shall be assigned a new membership number by International Headquarters. (6/29/96)

E. A Unit shall not establish other requirements for an applicant to be a member of a Unit. (6/29/96)

Sec. 3 Member at Large An applicant for membership at large, upon written application to International Headquarters and the payment of International dues and a surcharge, as set by the International Board of Trustees, shall be a Member-at-Large of the International Club. A Member at Large shall possess all the rights and privileges of the club, except the right to vote or hold office in an Intra Club, a Unit, a Region or in the International Club. Ownership of a recreational vehicle as defined in this article and the payment of annual International dues and the surcharge is prerequisite to retaining membership as a Member at Large. (6/29/02)

Sec. 4 Notwithstanding the requirement that ownership of a recreational vehicle, as defined in Section 1 of this Article, is a prerequisite for membership; not more than ten officers and employees of Airstream, Inc. who do not own such a recreational vehicle, may be members at any one time, provided they have the use of such an Airstream, Inc. - owned vehicle in which to participate in International Club activities. (6/30/95)

ARTICLE VII - OFFICERS AND THEIR ELECTION

Sec. 1 The officers of the International Club shall be a President, a First Vice President, a Second Vice President, a Third Vice President, a Recording Secretary, and a Treasurer.

Sec. 2 All officers shall be elected for a term of one (1) year at the Delegates Meeting, which shall be held during the annual International Rally, and the officers so elected shall take office upon being installed following their elections. No officer shall serve more than one elected term in any one office. (6/30/00)

Sec. 3 A vacancy in the office of Third Vice President shall be temporarily filled by the International Board of Trustees. In the event that a vacancy shall occur at a time when the Board is not in session, the President may, with a majority consent of the members of the Board of Trustees, appoint a temporary Third Vice President for the remainder of the term of office. (6/30/95)

Sec. 4 A vacancy in the office of the Recording Secretary or Treasurer shall be filled by the Board of Trustees. In the event that a vacancy shall occur at a time when the Board is not in session, the President shall appoint a Temporary Recording Secretary or Treasurer as the case may be.

Sec. 5 In the event of the death or resignation of the President, or of the death, advancement or resignation of a Vice President, or of an officer's inability to fulfill the duties of that office, the next ranking Vice President shall assume the duties of that office and shall complete the unfinished term of the office so vacated followed by the term to which that officer was elected. (6/30/00)

ARTICLE VIII - DUTIES OF OFFICERS

Sec. 1 The President shall preside at all meetings of the Delegates, the Board of Trustees, and the Executive Committee; shall enforce the Charter, Constitution, Bylaws and Policy; shall apportion Headquarters office time and services to the various committees, rallies, and other club business; and shall have such other powers and duties as normally pertain to the principle office holder, as prescribed in the parliamentary authority adopted by the International Club. The President shall not be entitled to vote except when members are equally divided on any question. (6/30/93)

Sec. 2 The Vice Presidents shall attend all meetings of the International Club, the Board of Trustees and of the Executive Committee and they shall assist the President in the conduct of the Club's business.

Sec. 3 The Recording Secretary shall attend and record the minutes of all meetings of the Delegates, Board of Trustees, and the Executive Committee; shall advise the President as to whether or not a quorum is present; and shall deliver the minutes to Headquarters within fifteen days after each meeting.

Sec. 4 The Treasurer shall be responsible for the receipt, disbursement, investment, accounting, and reporting of all funds of the International Club, within the budget approved by the Board of Trustees, and as prescribed in the International Bylaws and Policy. This responsibility includes financial statements and reports as prescribed in the International Bylaws and Policy, and interim reports as may be further directed by the Executive Board and the Board of Trustees. The Treasurer, or a deputy appointed by the Treasurer, shall sign all checks. The Treasurer shall attend all meetings of the Delegates, the Board of Trustees, and the Executive Committee. At the end of the Treasurer's term of office, the incoming President will arrange to have the financial books audited.

ARTICLE IX - BOARD OF TRUSTEES

Sec. 1 The administrative body of the International Club shall be a Board of Trustees sometimes hereafter referred to as the Board or as the IBT. The Board of Trustees shall consist of the President, the First Vice President, the Second Vice President, the Third Vice President, the Recording Secretary, the Treasurer, a Trustee without a vote who shall be the Chief Executive Officer of Airstream, Inc. or an Executive Officer of Airstream, Inc. as may be designated by said Chief Executive Officer, and the Immediate Past International President who shall serve for one year following such officers' term as President, and the President of each Region of the International Club. In the event the Region President is unable to be present at a meeting of the Board of Trustees, the next ranking Region Vice President, in the order 1st and 2nd, shall sit with the Board at that meeting as a voting member representing that Region in all matters coming before the Board. Except as provided in Article VII of this Constitution, each member of the Board shall serve until a successor is appointed or elected, or the member's resignation is accepted by the Board. (6/29/96)

Sec. 2 The Board of Trustees shall have supervision over the financial affairs of the Club including the adoption of a budget, and it shall designate the bank or other depositories in which funds of the Club are to be deposited, and shall designate the persons who shall draw funds thereupon. The Board of Trustees shall have supervision over all real and personal property of the Club, including the disposal and distribution thereof in the event of the Dissolution of the International Club or a Unit thereof, except a unit incorporated in another state or province, all within Section 1702.49 of the Ohio Revised Code. It may hold meetings at a time and place designated by the President and special meetings may be called by the President or by eleven (11) members of the Board of Trustees or at the signed request of one thousand (1000) members in good standing. (7/1/86)

Sec. 3 The Board of Trustees shall define the policies of, and shall have full administrative authority in all matters pertaining to the International Club and shall exercise general control and supervision of all officers and committees.

Sec. 4 The Board of Trustees shall have full authority to construe and interpret the Club's Constitution and Bylaws and Policy and may delegate this authority to its Constitution and Bylaws Committee.

Sec. 5 There shall be three (3) meetings of the Board of Trustees each year. One such meeting shall be held preceding the International Club Rally at which the Board ends its term, one such meeting at which the Board begins its term, and one during the first calendar quarter except that the President may cancel the first calendar quarter meeting. The President may call special meetings of the Board of Trustees upon giving the members thereof ten (10) days prior written notice of the time and place of any such special meeting.

Sec. 6 A quorum of the Board of Trustees shall consist of ten (10) members.

Sec. 7 A member of the Board of Trustees shall hold no International, Region or Unit office or position other than that office or position which places him on said Board. Nothing herein contained shall disqualify an International Officer or Region Officer from service upon Standing or Special Committees. (6/21/86)

ARTICLE X - EXECUTIVE COMMITTEE

Sec. 1 The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Third Vice President, the Recording Secretary, the Treasurer, and the Immediate Past President. (6/30/93)

Sec. 2 The Executive Committee shall have general supervision of the affairs of the Club between meetings of the Board of Trustees. The Committee shall be subject to the orders of the International Board of Trustees, and none of its acts shall modify any action taken by the Board. It shall perform such other duties as are specified in the Constitution, Bylaws and Policy of the International Club. It shall be responsible for the preparation of the Club's annual budget and shall submit the same to the Board for adoption.

Sec. 3 The President shall be the Chairman of the Executive Committee and shall have the power to convene meetings thereof upon giving each member five (5) days prior notice of the date and place of any meeting so convened. Also upon written request of five (5) members of said Executive Committee and after five (5) days notice, a meeting of the Executive Committee can be convened. A quorum of the Executive Committee shall be five (5) members thereof.

Sec. 4 The International Club may, upon a nomination by the Executive Committee and with the approval of the Board of Trustees, hire an employee who shall be responsible for the administration and general management of the club. This employee shall operate under the authority of the President and the Board of Trustees in accordance with the job descriptions, conditions of employment and club operating procedures as established by the Board of Trustees and prescribed in the Bylaws and Policy of the club. (6/30/93)

ARTICLE XI - CLUB ORGANIZATION

Sec. 1 The International Club may charter Units as shall, from time to time, be deemed in the best interest of the Club. It shall organize such Units into Regions and shall fix and determine the geographic boundaries thereof. Said Units and Regions shall be bound by the Articles of Incorporation, Constitution and Bylaws, rules and policy of the International Club as then in existence and as thereafter amended.

Sec. 2 Applications for Unit Charters shall be made in writing to the Board of Trustees through the President of the Region in whose geographic area the proposed unit seeks to organize. The Region President may, upon being satisfied that the proposed Unit has complied with the minimum qualifications, as fixed by said Board, issue to such proposed Unit a provisional charter. Any such charter so issued shall terminate on the Fourth of July next following the date of its issuance unless sooner terminated by action of said Board in granting or denying such application. A Provisional Unit may elect officers, collect Unit and International dues and engage in usual Unit activities, but until issued a permanent Unit Charter shall not be entitled to vote or otherwise participate in the Annual Delegates Meeting.

Sec. 3 The minimum number of members necessary to obtain or retain a charter, shall be fifteen (15). All rules, regulations and qualifications for a Unit Charter shall be fixed and determined by the Board of Trustees,

and upon granting a Unit Charter, assign such Unit a name. All Units shall hold not less than two (2) assembled rallies each year at which members attend with their recreational vehicles manufactured by Airstream, Inc. (6/30/95)

Sec. 4 The Board of Trustees may suspend or revoke the Charter of any Unit for failure to abide by the Constitution, Bylaws or Policy of the International Club. Before any Unit Charter may be suspended, or revoked, the Board of Trustees shall notify the officers of such Unit, in writing of the violation on which the contemplated action is based. It shall provide an opportunity for a hearing including the opportunity to show willingness to cure and correct circumstances surrounding the alleged violation. (6/21/86)\

ARTICLE XII - DELEGATES MEETINGS

Sec. 1 The annual Delegates Meeting shall be held during the International Club Rally. All Unit Presidents shall be notified in writing of its time and place not less than sixty (60) days prior to such meeting.

Sec. 2 The date of the International Club Rally and Annual Meeting shall be that date which will include the United States and Canadian Independence days of July 4 and July 1 respectively. If there is no suitable site available during such period, the Executive Committee is authorized to approve a suitable site which is available between June 20 and July 30.

Sec. 3 The members of each chartered Unit may vote and otherwise participate in the annual Delegates Meeting through a Delegate, or Alternate Delegate. The voting strength of each Unit shall be determined each year prior to the Delegates Meeting by the number of International dues paying members of that Unit recorded at Headquarters by June 1. The Delegate and Alternate shall present to the presiding officer, or an appointed representative, a certificate or letter certifying they have been duly selected and authorized and stating the number of International dues paying members in their Unit. (7/5/96)

Sec. 4 Each Unit shall be represented at the Delegates Meeting by one Delegate, or an Alternate, provided that the Delegate and Alternate have paid their International dues through the Unit they represent. (6/30/93)

Sec. 5 At the Delegates Meeting all voting, except voting on procedural matters, shall be conducted by roll call of the Units with each Delegate casting the number of votes to which that unit is entitled; unless such vote is to be unanimous in which case a roll-call may be dispensed with. WBCCI Officers shall be elected by a majority vote and should a candidate fail to obtain a majority upon the completion of the first roll-call, a second roll-call will be conducted and the Delegates will choose between the two candidates who received the highest and the second highest number of votes on the first roll-call. If there be only one candidate for an office, a roll-call may be dispensed with by unanimous consent of the Delegates.

Sec. 6 A quorum of the Delegates shall be twenty (20) percent of the total number of Delegates entitled to be selected to participate in the Delegates Meeting.

ARTICLE XIII - NOMINATING COMMITTEE

Sec. 1 The Nominating Committee shall consist of three (3) members, the Chairman of which shall be elected by the Board of Trustees at their first meeting. The other two members shall be elected by the Delegates at the annual Delegate's meeting.

Sec. 2 The Nominating Committee shall consider the qualifications of all candidates whose names are proposed by the Club Membership, by the International Board of Trustees and by any member of the Nominating Committee. The names of candidates submitted for consideration shall be accompanied by a statement of such candidate qualifications and of their willingness to serve in the office and such statement shall be received by the Nominating Committee by November 15 in the year preceding the election year. The Nominating Committee shall meet at least once thereafter. (7/1/86)

Sec. 3 The Nominating Committee shall prepare a slate of officers which shall be presented to the delegates at their annual meeting.

Sec. 4 The names, along with the qualifications, of the nominees shall be submitted to Headquarters not later than March 1 of each year for publication in the April issue of the BLUE BERET.

Sec. 5 Additional candidates may be nominated from the floor provided written consent to serve has been given.

ARTICLE XIV - REVENUE AND DUES

Sec. 1 The Board of Trustees shall fix and determine the amount of the International Club annual membership dues and such dues shall be levied and collected in advance on a calendar year basis.

Sec. 2 The International Club dues of members, except Members at Large, shall be collected through the units of the club, and in the case of a unit in the process of formation, through the provisional unit and all International dues so collected shall be forwarded to International Club Headquarters. The International dues of Members at Large and the established surcharge shall be collected by International Club Headquarters. (6/30/95)

ARTICLE XV - BYLAWS AND POLICY

Sec. 1 Bylaws and Policies not inconsistent with this Constitution embodying additional provisions for the government of the Wally Byam Caravan Club International, Inc., may be adopted by the Board of Trustees.

ARTICLE XVI - AMENDMENTS

Sec. 1 Proposed amendments to this Constitution may be submitted to Headquarters in writing by any chartered Unit of the club. Any such amendment(s) shall bear a certification by the Unit President that it has been approved by a majority vote conducted in accordance with the Unit's Constitution and Bylaws. The proposed amendment(s) shall also bear a certification by the President of the Region of which the originating Unit is a part, that the amendment has likewise been approved by a majority of the Units within that Region. Upon receipt of the proposed amendment(s) bearing the required certifications, Headquarters shall distribute copies to the Presidents of all other chartered units for ratification or rejection. When two-thirds of the club's chartered Units have ratified the proposed amendment(s) by majority votes according to their Constitution and Bylaws and the Unit Presidents have so certified to Headquarters, such amendment(s) shall be deemed to be adopted. If two-thirds of the Club's Units do not ratify the proposed amendment(s) within one year following the distribution to the Unit Presidents, the proposed amendment(s) shall be deemed to have been rejected and to be of no further effect. (6/30/93)

Sec. 2 Amendments to this Constitution may also be adopted by a two-thirds vote of the members represented by Delegates present and voting at the annual Delegates Meeting voting in accordance with Article XII of the Constitution. Such proposed amendment(s) may be submitted in writing by any chartered unit, by the Board of Trustees and by the International President. Any such amendment(s) submitted by a Unit shall bear a certification by the Unit President that it has been approved by a majority vote conducted in accordance with the Unit's Constitution and Bylaws. The proposed amendment(s) shall also bear a certification by the President of the Region of which the originating unit is a part, that the amendment has also been approved by a majority of the members of the Region Board of such region. Such proposed amendment(s) shall arrive at Headquarters by March 1. Headquarters shall distribute copies to the Presidents of all chartered Units by April 1 (90 days prior to the Delegates Meeting to which such proposed amendment(s) are to be presented, in order to give the units ample time to vote and instruct their Delegates. (6/30/93)

Sec. 3 A copy of any proposal to amend the Constitution pursuant to the provisions of this article shall be submitted by Headquarters to the Constitution and Bylaws Committee prior to being submitted to the Unit Presidents. The Constitution and Bylaws Committee shall provide Headquarters with a written report containing its recommendations(s) regarding the proposed amendment(s) by March 20. Headquarters shall submit copies of this Constitution and Bylaws Committee report to the Unit Presidents with the copies of the proposed amendment(s) distributed in accordance with Sections 1 and 2 of this article. (6/30/93)

This Constitution shall become effective upon adoption.

This Constitution adopted July 1, 1982 at the Annual Delegates Meeting in Bozeman, Montana.