BY-LAWS OF FOUR WINDS BMW RIDERS INC
For the definitions of specific terms used in these by-laws, see article xi
View 145.83 KB a PDF copy of these By-Laws
FOUR WINDS BMW RIDERS INC.
(Revised and adopted 2/17/2019)
ARTICLE I - NAME & MAILING ADDRESS
Section I.i Name. The name of the organization shall be Four Winds BMW Riders Inc. (hereafter referred to as "the Organization" in these By-Laws), successor to BMW Owner's Association, Inc. (sic) of Pittsburgh.
Section I.ii Mailing Address. The mailing address of the Organization shall be the residence of the Treasurer.
ARTICLE II - PURPOSE
Section II.i Purpose. The purpose of the Organization shall be to engage in the following activities:
● The promotion of rider education.
● Education in regard to motorcycle maintenance.
● The organization and promotion of social activities and fellowship.
● Encouragement of community involvement.
● The creation of a community of people interested in the enjoyment of BMW motorcycles and motorcycling while maintaining the image of respectability long associated with BMW motorcycles and their riders.
The responsibility of meeting the Organization's purpose shall rest with and require the participation of all members with assistance from the Officers and chairs.
The Organization may support proposed charities solely by acting as a referral and information source and encouraging members to participate. Participation or donations will be at the individual expense of the members.
ARTICLE III - THE BOARD OF DIRECTORS
Section III.i Membership. The Board of Directors shall be seven 7) members, comprised of six (6) Officers: President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Web Master and one (1) Director at Large.
Section III.ii Officers.
Section II.ii.a President. The President shall preside over meetings of the General Membership and Board Meetings and shall call Special Meetings as necessary. The President shall also appoint and/or remove Committees and Committee Chairs to meet the needs of the organization and make a President's Report (see Section VI.i) at meetings of the General Membership. The President shall also have the power to call meetings of the Board of Directors, the General Membership and any Committee as necessary. The President shall also be responsible for keeping an inventory of material property of the club; such as the trailer, projector and screen and sound system.
Section III.ii.b Vice President. The Vice President shall assume the duties of the President when the President is absent or unable to act. The Vice President will be responsible for supervising registration at the rally and coordinate registration with the rally chair. The Vice President shall also assist the President in his/her duties, serve as the Chairperson of the Nominating Committee, and scout locations for Meetings of the General Membership.
Section III.ii.c Treasurer. The Treasurer is responsible for keeping complete and accurate accounting of all receipts and disbursements in books belonging to the organization. The Treasurer is responsible for receiving payments and keeping a complete and accurate Membership List, Rally Pre-registration and Banquet lists. The various lists will be delivered to the appropriate Committee. The Treasurer shall sign all contracts with the approval of the Board of Directors. The Treasurer shall present a monthly Treasurer's Report to the Board of Directors and the General Membership at meetings and submit a Rally and annual financial summary at the end of the year. The Treasurer will also prepare any statutory financial and organizational reporting requirements, as needed from time to time. Any financial transactions that the Treasurer completes worth one thousand dollars ($1,000) or more must be approved by the Board of Directors. The Treasurer shall keep all current and archived business records.
Section III.ii.d Recording Secretary. The Recording Secretary shall keep all minutes of meetings of the Board of Directors and meetings of the General Membership and make said minutes available to the Board of Directors and General Membership respectively.
Section III.ii.e Corresponding Secretary. The Corresponding Secretary shall be responsible for emailing correspondence to members of the organization.
Correspondence shall consist of general meeting minutes, President’s Corner and meeting reminders. Additionally, obituary and get-well emails along with bulk emails consisting of Rally email invitations. Receive current and new member mail lists. Help Web Master with calendar and meeting dates.
Section III. iii.f Web Master. The Web Master is a Board position and is responsible for the upkeep and updates to the club’s website. The Web Master shall also serve as the Archive and History Committee Chair.
Section III.ii.g Director at Large. The Director at Large shall assist the other Officers and act as liaison between the Board of Directors and the General Membership as well as greeting new members.
Section III.iii Nominations. Nominations shall be opened by the presentation of the slate of the Nominating Committee at the regular Meeting of the General Membership in September. Nominations shall then be taken from the floor and the nominations shall be closed at the same meeting. The names of all nominees with the positions for which they are nominated shall be published at least five (5) days prior to the elections.
Section III.iv Elections. Ballots will be listed by the Corresponding Secretary and emailed to the General Membership in adequate time for them to be selected. All Officers shall be elected by a majority of ballots cast. Selections may be emailed, or brought to the October Meeting of the General Membership. Each member shall have one (1) vote for each Officer. Any individual with a majority of the vote on a ballot shall be deemed elected. Run-off ballots shall be cast as needed (if there is a tie for the majority of votes on the ballot). The Nominating Committee, along with the President, shall marshal the election and count the ballots. The newly elected members shall transition to their new duties at the final meeting of the year in November.
Section III.v Vacancies. Vacancies on the Board of Directors shall be filled by a person chosen by the Board of Directors for the remainder of the term.
Section III.vi Duties.
● Each Officer shall have the duty to attend and participate at all Regular and Special Meetings of the Board of Directors; attend the meetings of Committees of which he/she is a member; and give encouragement and support to the goals and purposes of the Organization by strong attendance at Meetings and other functions of the General Membership.
● The Board of Directors shall have the duty to approve/reject the nominations of the President for Committee membership; conduct all business of the organization in compliance with the By-Laws; and oversee all matters related to the Organization.
Section III.vii Removal of Officers. Officers may be removed from office by a Quorum (see Section VI.v) vote of the Board of Directors present and voting at a duly- called Meeting of the Board of Directors after notice of such pending action has been made to the Officer concerned. Grounds for removal include an Officer being unduly absent and/or neglectful of his/her duties.
Section III.viii Term of Office. The Term of Office for all Officers shall begin at the November Meeting of the General Membership following the October election. The newly elected and existing Officer will both be responsible for a smooth transition until the February Banquet where the newly elected member will assume full responsibility for the position. At the February Banquet, the newly elected member will be presented to the membership and will assume full responsibility for the position. The term shall last one (1) year. Board members are encouraged to remain for 2 years. Individuals may be re-elected to the same Office without restriction.
Section III.ix Board of Directors. The Board of Directors shall guide the operation of the Organization and approve all contracts and other policies at Meetings of the Board of Directors.
ARTICLE IV - COMMITTEES
A Committee Chair may delegate responsibilities to others by notifying the Board.
Section IV.i Newsletter Committee. Replaced by Corresponding Secretary and email to members.
Section IV.ii Rally Committee. The Rally Committee shall be comprised of a Rally Chairperson, the Treasurer and membership who serve on the Committee. Members of the Rally Committee shall be responsible for pre-registration and on- site registration and the overall organization and administration of the club’s annual Rally (The Four Winds Rally).
Section IV.iii Membership Committee. The Membership Committee shall be comprised of a Chairperson and membership who delivers new member information packets. The Treasurer will deliver accurate and timely lists for the Membership Committee and Corresponding Secretary in order to identify new members and updates to existing members contact information.
Section IV.iv Fulfillment Committee. The Fulfillment Committee is responsible for on-line store product fulfillment. This may include club name badges, T-Shirts, hats, patches and stickers and other items as needed.
Section IV.v Social Secretary. The Social Secretary is responsible for meeting 50/50 collection and the Annual Banquet. A Banquet Committee shall be comprised of the Social Secretary and membership who serve on the Committee.
The Banquet Committee shall assist the Social Secretary in the planning and organization of the annual Banquet, to be held the 3rd week in February.
Section IV.vi Website Committee. The Website Committee shall be comprised of a Web Master and membership who serve on the Committee. The Website Committee shall be responsible for the maintenance and organization of the Organization's Website (http://www.4windsbmw.org).
Section IV.vii Media Committee. The Media Committee is responsible for all print media including: Business cards, Banquet Program, Membership cards, Club brochure, Rally Program, registration form, advertising, postcards and posters.
Section IV.viii Club Archivist and Historian Committee. The Web Master serves as the Committee Chair and keeps the President’s Corner, photos and meeting minutes in a digital archive.
Section IV.vi Nominating Committee. The Nominating Committee shall be comprised of a Nominating Chairman (a position which shall be held by the current Vice-President) and membership who serve on the Committee. The Nominating Committee shall be responsible for presenting a slate of nominations to the General Membership (see Section III.iii), conducting (along with the President) the election of Officers (see Section III.iv), and the distribution of ballots for aforesaid election.
ARTICLE V - MEMBERSHIP
Section V.i Types of Membership. There shall be three (3) types of membership in the Organization: owners or enthusiasts of the BMW Motorcycle (designated REGULAR MEMBERS); those who are spouses/significant others of REGULAR Members (designated ASSOCIATE MEMBERS); and those designated by the General Membership as Life Members (designated LIFE MEMBERS). Associate Membership is contingent upon the membership of the Regular Member to which the Associate Membership is attached. All members agree to be governed by these By-Laws.
Section V.i.a Life Members. A member may be designated a LIFE MEMBER if they are found to meet the following qualifications: The member has a history of distinguished involvement with the Organization; The member is now relatively and comparatively inactive. A potential Life Member must be unanimously approved by the Board of Directors and then brought before the General Membership for a vote. If a Majority Vote of the General Membership decides to name the member a Life Member, then he/she shall be so named and have all the rights associated with the title (primarily, not being required to pay yearly Dues).
Section V.i.b Associate Members. Members deemed ASSOCIATE MEMBERS shall have all the same rights as full members, including the right to vote, but it shall be strongly suggested that any Associate Member deciding to run for office become a full member.
Section V.ii General Membership. All members of the General Membership-- including Associate Members--shall have the same rights, including the right to vote. All members of the General Membership are expected to act in a socially responsible manner and fully comply with all applicable societal laws and regulations while attending Functions of the General Membership. All members of the General Membership are also encouraged to ride according to the Motorcycle Safety Foundation's Recommendations when operating a motorcycle.
Section V.iii Dues & Renewal of Membership.
● The membership year shall be the same as the fiscal year (February 1 through January 31). Renewal for Primary Members shall require the ownership or display of enthusiasm in BMW Motorcycles as well as full payment of the Dues. Renewal for Associate Members shall require the renewal of the Primary Member to which said Associate Membership is attached as well as the payment of one-half (1/2) of the Dues set for Primary Members. Renewal for a Life Member is automatic and shall not require the payment of Dues.
● The Dues shall be set before the beginning of each fiscal year by the Board of Directors with the approval of the General Membership. Dues shall be paid by the February Meeting of the General Membership and the individual concerned shall be considered unpaid. After three (3) years of consecutive non-payment, the individual's name shall be removed from the Mailing List and Members Only access on the website
● Those first-time New Members (see definitions) who join at or after the Four Winds Rally but before the beginning of the membership year (February 1) shall only be required to pay one-half (1/2) of the Dues.
Section V.iv Guest Policy. The General Membership shall be welcome to bring Guests to Meetings and Functions of the General Membership with the understanding that the behavior of the Guest(s) and any financial responsibilities to the Organization that the Guest(s)'s presence may incur are the sole responsibility of the Guest(s)'s host member. All Guests shall be held to the same responsibilities (but have none of the rights) of the General Membership as described in Section V.b.
Section V.v Membership Records. The updated and accurate Membership List and current paid membership status, shall be kept by the Treasurer.
Section V.vi Membership in the BMWMOA and RA. Membership in the BMWMOA and RA shall be encouraged to, but not required of, members of the General Membership.
Section V.vii Dismissal of Members. Upon a Quorum vote of the Board of Directors and a majority vote of the General Membership at a Regular Meeting of the General Membership, a member may have his/her membership revoked for either of the following reasons:
1. Unsafe riding habits that may jeopardize the safety of others.
2. Behavior which is deemed to be detrimental to the best interest of the Organization.
The individual concerned may appear before the Board of Directors and appeal the decision to the sanction of the General Membership. The individual concerned must also have been sent written notice of the actions pending against him/her before voting takes place.
Section V.viii New Members. Any person wishing to become a member of the Organization must attend at least one Meeting of the General Membership and have a sponsor who shall introduce them to the General Membership at such point in the Meeting the announcement of New Members is called for.
ARTICLE VI - MEETINGS AND ACTIVITIES
Section VI.i Meetings of the General Membership. Meetings of the General Membership shall be held on the third Saturday of every month (with the exception of December, where there shall be no Meeting of the General Membership) at a place agreed upon by the Board of Directors. Times and places of Meetings of the General Membership shall be published in the Newsletter. Meetings of the General Membership shall consist of a President's Report (informing the General Membership of the actions of and status of matters pending before the Board of Directors), a Treasurer's Report (informing the General Membership of the status of the Organization's funds), any Committee Reports, a call for introduction of any New Members by their sponsor, a Membership Business Meeting, and--if needed--an open discussion (the length of which shall be at the discrimination of the President). It is desirable to have a program for the meeting. Exceptions to the typical meeting structure are the February meeting, which shall be the annual Four Winds Banquet and the August meeting, which shall be the annual Four Winds Rally.
Section VI.ii Special Meetings of the General Membership. The Board of Directors may call for a Special Meeting of the General Membership on an as- needed basis.
Section VI.iii Meetings of the Board of Directors. Meetings of the Board of Directors will generally be held on the third (3rd) Saturday of each month (with the exception of December, where there will be no Meeting of the Board of Directors) at a set time before the Meeting of the General Membership. The place for the Meeting of the Board of Directors shall be identical to the place for that month's Meeting of the General Membership.
Section VI.iv Special Meetings of the Board of Directors. Any Officer may call for a Special Meeting of the Board of Directors on an as-needed basis.
Section VI.v Quorum. A Quorum for the General Membership shall consist of 50% of the General Membership. A Quorum for the Board of Directors shall consist of five (5) of the Officers.
ARTICLE VII - GENERAL PROVISIONS
Section VII.i Rules of Order. Robert's Rules of Order shall govern all parliamentary procedures of the Organization.
Section VII.ii Matters not Determined by the By-Laws. All matters that have not been determined by these By-Laws shall be decided by a Quorum of the General Membership.
ARTICLE VIII - AMENDMENTS
Section VIII.i Amendments. The By-Laws of the Organization may be amended, altered or repealed by a two-thirds (2/3) majority vote of the Quorum of the General Membership upon written receipt of such proposed changes and posting of such proposed changes in the Organization's Newsletter.
ARTICLE IX - VETO POWER OF THE GENERAL MEMBERSHIP
Section IX.i Veto Power of the General Membership. Any decision of the Board of Directors may be vetoed by a Quorum Vote of the General Membership present and voting at a Meeting of the General Membership, providing that a Quorum of the General Membership is present.
ARTICLE X - DISTRIBUTION OF ASSETS
Section X.i Distribution of Assets Upon Dissolution. Upon the dissolution, the funds of the Organization shall be paid over to such an organization which meets the requirements of the law of Pennsylvania and the Internal Revenue Code.
ARTICLE XI - DEFINITIONS OF TERMS FOR THE PURPOSES OF THESE BY-LAWS
● Board of Directors: For the purposes of these By-Laws, the term "Board of Directors" shall refer to all of the Officers of the Organization that have been elected by the General Membership.
● Meeting of the Board of Directors: See Section VI.iii, Section VI.iv
● General Membership: For the purposes of these By-Laws, the term "General Membership" shall refer to all those designated as members of the Organization (Primary Members, Associate Members, Life Members as well as any members that have been elected Officers).
● Meeting of the General Membership: See Section VI.i, Section VI.ii
● Officers: For the purposes of these By-Laws, the term "Officers" will refer to members of the Board of Directors: President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Webmaster and one (1) Director at Large.
● The Organization: For the purposes of these By-Laws, the term "the Organization" shall refer to the Four Winds BMW Riders Inc.
● Quorum Vote: For the purposes of these By-Laws, the term "Quorum Vote" shall refer to a majority vote of a Quorum of either the General Membership or the Board of Directors (whichever is applicable as stated by these By-Laws). e.g. A Quorum Vote of the General Membership would consist of a majority vote with at least a Quorum of the General Membership (50%) present and voting.
● Club-Sponsored Ride: For the purposes of these By-Laws, the term "Club- Sponsored Ride" shall refer to a ride which the Organization sponsors (such as the President's Ride or rides set up at the Annual Rally), but not necessarily every ride that the Organization or the Organization's Website advertises.
● New Member: For the purposes of these By-Laws, the term "New Member" shall refer to any person who has just joined the Organization for the first time. The term shall not refer to any previous members who are renewing their dues.