| By-Laws |
As adopted on November 3, 2007
Article 1: GENERAL INFORMATION
1.1 Name
The name of the club shall be "South Coast BMW Riders Club."
1.2 Purpose
The purpose of the club shall be to foster the fellowship of being with other
people sharing a common interest in motorcycling, to encourage safe riding
practices and the enjoyment of motorcycle travel and to promote knowledge about
and appreciation of BMW motorcycles.
1.3 Publication of the Club
Publication of the club shall be "The South Coaster." The editor of
"The South Coaster" shall be appointed by the President of the Club.
Article 2: MEMBERS
2.1 Full Members
Membership in the Club shall be open to any BMW motorcycle owner interested in
furthering the purposes of South Coast BMW Riders. Membership shall be granted
upon receipt of a signed application and the payment of application dues.
2.2 Other Memberships
2.2.1 Associate Members
A Full Member may sponsor a person (s) to be an Associate Member. An Associate
Member does not receive "The South Coaster." Associate Membership is
granted upon receipt of a signed application, payment of the application dues,
and written nomination by the sponsoring member.
2.2.2 Joint Membership
The spouse, family member or partner of a Full Member, if living at the same
residence of the Full Member, may apply for Joint Membership by paying the
Associate Membership fee. Joint Members shall have all the rights and privileges
granted to Full Members.
2.2.3 Honorary Member
Honorary Memberships shall be established by the Board of Directors on an
individual basis. The dues, voting rights, and other privileges or
acknowledgements shall also be established by the Board for each honorary
member.
2.3 Voting Rights
Full members and Joint Members shall be eligible to vote in elections an on business matters
requiring a vote. Associate Members are not eligible to vote.
2.4 Dues
Club dues for the various memberships shall be established by the Board of
Directors. Membership dues are payable no later than June 30 of each year. Dues
for both Full Members and Associate Members joining on or after January 1 will
be prorated at half of the annual amount.
Article3: MEMBERSHIP
3.1 Membership
The Board of Directors shall consist of the President, Vice President,
Secretary, Treasurer and five (5) additional Directors elected from the general
membership. The term of office for the Officers and Directors shall be one year.
3.2 Elections of the Directors
The five (5) Directors shall be elected as described in Article 5 of these
By-Laws and shall serve until their respective successors take office.
3.3 Vacancies
In the event of a vacancy in the Board of Directors, the President shall
appoint, subject to the approval of the full Board, a member to fill the
vacancy until the next election.
3.4 Board of Directors Meetings
The Board of Directors will meet monthly to conduct Club business. Board
meetings shall be open to all members and their guests. Only Board members will
be eligible to vote.
3.5 Conduct of Business
A quorum is required for conduct of Club business. A quorum consists of at least
five (5) Board Members.
Article 4: OFFICERS
4.1 Officers
The Officers of the Club shall be the President, Vice President, Secretary and
Treasurer. Officers shall be elected as described in Article 5 of these By-Laws
and shall serve until their respective successors take office.
4.2 President
The President shall be the Chairman of the Board and shall appoint all
committees and shall perform other such duties as the Board may assign from time
to time.
4.3 Vice President
The Vice President shall execute the powers and duties of the President during
the absence or incapacity of the President, shall assume the Presidency in case
of a vacancy in that office, and shall perform other such duties as the
President or Board of Directors may assign.
4.4 Secretary
The Secretary shall be the custodian of the corporate seal and all corporate
records, be responsible for the minutes of the General and Board Meeting, and
other correspondence and duties as assigned by the President, or Board of
Directors. The Secretary shall be responsible that the seal of the corporation
is affixed to all documents requiring it, when authorized by the President or
Board of Directors. The Secretary shall communicate all necessary matters to the
official publication of the corporation.
4.5 Treasurer
The Treasurer shall be responsible for the safe management of Club funds as
instructed by the Board of Directors. A monthly accounting of all income and
distributions will be presented to the Board at the regular monthly Board
meeting. The dollar limit for single signature on the check will be declared by
the board at the first board meeting of the fiscal year. The amount will be
recorded in the meeting minutes. Checks over the declared amount will require
two signatures authorized on the checking account.
4.6 Removal from Office
Whenever the interest of the Club will be best served by removal of an Officer
or Director, such Officer or Director may by removed by an affirmative vote of
at least six (6) Board Members.
4.7 Salaries
There shall be no salaries for Officers or Members of the Board of Directors of
the Corporation. Board members will be reimbursed for Club related expenses
deemed reasonable by the Board of Directors.
Article 5: GENERAL ELECTIONS
5.1 General Elections
The members shall elect the Officers and Directors of the Club. The election
shall be held annually.
5.2 Nominating Committee and Nominations
The President shall appoint a Nominating Committee to nominate Club Members
for each Officer and Director position to be filled at the next election.
Nominations may also be made by any member. The President shall determine the
willingness of the candidates to serve.
5.3 Election Date
The nominating committee shall be appointed no later than two months before the
election date in June. The election shall be held at the June meeting of the
Club. Elected Officers and Directors shall assume their duties at the July Club
meeting.
5.4 Balloting
The elections shall be conducted by secret ballot. Members present at the Club
meeting in June shall be eligible to participate in the election.
Article 6: GENERAL MEMBERSHIP MEETINGS
6.1 Meeting Schedule
General meeting of the Club shall be held monthly, usually on the first Sunday
of the month. Meeting shall be announced in "The South Coaster".
6.2 Membership Action at Meetings
Decision requiring a vote by the General Membership will be determined by a
majority vote on issues stated by a motion. A quorum for voting at a general
membership meeting is the attending members that are eligible to vote.
Article 7: AMENDMENTS TO THE BY-LAWS
7.1 Proposals for Changes to the By-Laws
Proposals for change to the By-Laws may be by the Board of Directors or by a
petition of least five (5) full members of the Club. Proposals shall be
published in "The South Coaster."
7.2 Voting on Proposed By-Law Changes
A vote on proposed By-Law changes shall be taken at the second general meeting
following the published proposal in "The South Coaster." Approval of a
change shall require a majority vote of the members attending the meeting and
eligible to vote.
Article 8: CLUB ADDRESS
8.1 Address
The mailing address for the President and registered office of the Corporation
in the State of California shall be: P.O. Box 11521, Santa Ana, CA 92680.
Article 9: ADOPTION AND AMENDMENT OF THE BY-LAWS
9.1 Adoption and Amendment
The By-Laws defined above were originally adopted by a majority vote of
eligible voting members at the General Club Meeting on 7 June 1998. All previous
By-Laws of the South Coast BMW Riders Club Inc. are null and void.
Article 10: DISSOLUTION OF THE CLUB
10.1 Dissolution of the Club
Upon dissolution of this corporation, its assets remaining after the payment of,
or provision for the payment of all debts and liabilities of this corporation,
shall be distributed to the Children's Hospital of Orange County (CHOC), if it
is then in existence, but if not in existence, to another non-profit corporation
as determined by the majority vote of the Board of Directors and Officers of
this Corporation.
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