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BMW CAR CLUB OF AMERICA, INCORPORATED BYLAWS
Article 1. Name
BMW Car Club of America, Incorporated. (Hereafter referred to as "the Club.")
Insofar as permitted to corporations under Chapter 180 of the General Laws (of
Massachusetts), without profit, to promote interest in motoring, touring activities, and
to encourage safe and skillful driving classes, publications, and activities related to
motor touring, including the purchase, rental, and leasing of all kinds of property, real
and mixed for carrying out such activities.
Meetings will be held at a location chosen by the President or the Board of Directors.
For Corporate matters, the address of the Club shall be that of the National Office.
Section 1. Active member, limited to anyone interested in BMW
automobiles.
Section 2. An applicant may be granted active membership by the
Executive Director or by any officer who examines and approves the member's application.
Section 3. An active member may request that a member of his or her
immediate family, for a yearly charge designated by the Board of Directors, be granted
associate membership. An associate member will not receive Club publications. An associate
member shall be a voting member of the Club and eligible for all other Club benefits.
Section 4. The above provision notwithstanding, the Board of Directors
may provide for special types of membership, such as honorary, life, or charter, but not
restricted thereto.
Section 5. Any active member or associate member may have his or her
membership revoked by a 2/3 vote of the Board of Directors for actions determined by the
Board of Directors not to be in the best interests of the Club. Any revoked member shall
receive a prorated refund of national dues.
Section 1. Any member may nominate a member in good standing by
submitting a written nomination with both membership numbers, countersigned by the
nominee.
Section 2. The Board of Directors may appoint a nominating committee
(consisting of voting members) which may nominate any candidates for office. The report of
the nominating committee will be made to the membership at least thirty (30) days before
the annual meeting. All nominees for office must have been members in good standing for at
least six months prior to the annual meeting. Candidates for President must have prior
service as a member of the Board of Directors in order to be eligible to serve as
President.
Section 3. Election of officers will be announced at the Annual
Meeting. Ballots must be mailed to the membership at least 21-days prior to the date of
the Annual Meeting. In order to be counted, ballots must be received at the designated
location no later than the date specified. If, when the final election tabulations are
made, there exists a tie, ballots for any tied elections will be counted daily until the
tie is broken for up to an additional four business days. If a tie still exists, all
candidates tied for the lead will be invited to attend the Annual Meeting to witness a
coin toss to determine the winner.
Section 4. If a vacancy occurs between elections, the vacancy shall be
filled by a voting member appointed by the Board of Directors. The Board of Directors may,
at its discretion, appoint a voting member to assume the duties of any officer who is
absent or incapacitated, or otherwise unable to perform the duties of the office.
Section 1. The Corporation shall have a President, Executive
Vice-President, Secretary, Treasurer and one Regional Vice-President for each duly
authorized Region all of whom shall be members of the Board of Directors (hereinafter
referred to as the "Board").
Section 2. All officers shall hold office for a period of two years,
or the period of time which exists between one annual meeting and the one approximately
two years later. The President shall serve not more than two consecutive two-year terms.
The President, Executive Vice-President, North Atlantic Regional Vice-President and South
Central Regional Vice-President shall be elected in even numbered years. The Secretary,
Treasurer, South Atlantic Regional Vice-President, North Central Regional Vice-President
and Pacific Regional Vice-President shall be elected in odd-numbered years. In the event
that the Board votes to create a new region by splitting or rearranging existing ones, the
new Regional Vice-President appointed by the Board shall serve out a term as though
elected in an even-numbered year. In the next even-numbered year election, a ByLaw change
to officially identify this new Regional Vice-President position shall be proposed on the
ballot.
Section 3. Any officer shall have the right to resign by submitting a
resignation in writing to the Board.
Section 4. The President shall officiate at all meetings. The
Executive Vice-President shall officiate in the absence of the President. The Secretary
shall maintain minutes of all meetings, carry on all correspondence, keep all current Club
records and perform other duties as assigned by the Board. The Board may appoint voting
members to assist the Secretary as necessary. The Secretary shall have available at all
meetings a copy of the bylaws and Roberts Rules of Order. The Treasurer shall be
responsible for all funds, making expenditures which are authorized by the Board, and is
required to submit a report of treasury at the annual meeting. No person shall incur an
obligation to, nor commit the credit of the Club, except as specifically authorized by the
Board.
Each Regional Vice-President shall be elected from and reside within the region. Their
duties shall include the representation of the interests of the region as a whole,
Chapters and individuals therein, to the Board; to assist existing or aid in developing
new region Chapters; the arranging and coordinating of events or activities and
furtherance of the purposes of the Club, and such other duties as the Board may deem
necessary. The geographical basis of each region may be specifically defined from time to
time by the Board of Directors with notice of any changes to all membership concerned made
at least six months prior to any voting which may pertain thereto. The region assignment
of foreign members will be determined by the Board of Directors.
Section 5. An officer may be removed from office by a 2/3 vote of a
Quorum of the Board of Directors present at a duly designated meeting, after thirty (30)
days advance written notice of reasons for removal.
Section 1. Except as otherwise provided, meetings will be called by
the President or Board when necessary or suitable to the activities of the Club.
Section 2. The Board shall meet at such times as they may by vote
determine, or at the call of the President.
Section 3. The Secretary or an appointee shall notify all members of
all general meetings of the Corporation by written notice, mailed postpaid to each member
at least five(5) days before meeting time. The Secretary shall notify all directors of
meetings by similar notice.
Section 4. For the purpose of a general meeting fifteen (15) voting
members shall constitute a quorum.
Section 5. Roberts Rules of Order shall be the parliamentary authority
of the Club.
Section 6. The annual meeting shall be held in the first three months
of the year.
Section 1. Except as herein otherwise provided, the Board shall
exercise all powers of management of the corporation.
Section 2. The Board may name a membership or other such committee as
it sees fit, or may act as a committee of the whole. It may delegate to the President the
power to appoint any committee.
Section 3. It shall be the policy of the Board to consult the members
on any matters involving the general welfare and conduct of the Club. Failure to do so
shall not affect any vote of the Board.
Article 9. Dues
Section 1. Dues and fees will be set by the Board of Directors.
Section 2. Members who are in arrears shall be sent a written notice,
and their membership may be revoked if dues are not paid within one month from date of
such notice.
Section 1. Chapters --the Club shall promote and encourage the
organization and operation of Chapters, which shall be affiliated organizations of the
Club, participating in and subscribing to its purposes and activities, operating within
geographic borders as agreed by the Board of Directors.
Section 2. Standards--The Board shall set, and from time to time may
modify, the standards which such organizations shall be required to meet in order to
qualify as Chapters. They shall operate in accordance with the general policies
established by the Club. It shall be further required that their constitution or bylaws
not be inconsistent with those of the Club. All members of the Chapter shall be required
to be members of the Club and pay the initiation fees and annual dues of the Club.
Additional dues may be required by the individual Chapters.
Section 3. Charters--Each such duly-qualified
Chapter shall receive a Charter in the name of the Board. Each such Charter shall specify
the name of the Chapter, the date the Charter was approved and any other information so
designated by the Board of Directors. A Chapter's Charter may be revoked at the request of
the Regional Vice-President subject to a majority vote of the Board, when that Chapter
fails to meet the requirements of the minimum standards of chapter performance outlined in
the operations manual, or by actions deemed by the Board to place the national Club in
jeopardy.
Section 4. Requirements for Charter--Any group of 15 or more members
in good standing may make application for a charter.
Section 5. Responsibility--Under no circumstances shall the Club be
responsible for any debts incurred by a Chapter unless, prior to incurring such debt, the
Board shall have granted written approval.
All persons or corporations extending credit to, contracting with, or having any claim
against, the Club or Board, shall look only to the funds and the property of the Club for
the payment of any debt, damages, or judgment or decree or any other money that may become
due and payable to them from the Club or the Board so that neither the members of the Club
nor its Board are personally liable therefore.
Article 12. Seal
The custody of the seal shall remain with the Executive Director.
An amendment to these bylaws may be proposed to the membership by:
a) a 3/4 vote of the Board of Directors at any time; or
b) any two or more voting members if their proposed amendment carries a regular Board
of Directors meeting by a 2/3 vote of the Board members present.
In either case the Secretary shall then notify the voting membership who by secret
ballot referendum may adopt the proposed amendment by a 2/3 vote of the voting members
returning ballots within 45 days of the mailing of such notice. No amendment shall become
effective until approved by the membership.
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