(Revised and approved November 20, 2012)
BMW MOA Bylaws - November 20, 2012
Article I. General
Section 1. Name
The name of this organization shall be "The BMW Motorcycle Owners of America, Inc.," which may also be referred to as "BMW MOA."
Section 2. Purpose
The purpose of BMW MOA is stated in the Articles of Incorporation.
Section 3. Publications of BMW MOA
3.1 The official publication of BMW MOA shall be BMW Owners News. BMW Owners News shall be published on a monthly basis in a printed format, and shall be a primary means of communicating information regarding BMW MOA to the members.
3.2 BMW Owners News shall be sent to all individual members, except as otherwise provided in these Bylaws.
3.3 The Board of Directors ("Board") may establish other publications, in printed format or otherwise, as deemed appropriate. The Board has the sole authority to authorize BMW MOA publications.
Section 4. Remuneration
No member of the Board of Directors may receive remuneration of any kind for services to BMW MOA, except as provided in Section 5
Section 5. Reimbursement
Members of the Board of Directors, members of BMW MOA, employees of BMW MOA, and other individuals may be reimbursed for out-of-pocket expenses incurred in providing services for the benefit of BMW MOA, provided such services and expenses are authorized in accordance with policies and procedures that may be established by the Board.
Section 6. Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern BMW MOA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that BMW MOA may adopt.
Article II. Members
Section 1. Individual Member
Membership in BMW MOA as an individual member shall be open to any person who is interested in furthering the purposes of BMW MOA.
Section 2. Associate Family Member
Membership in BMW MOA as an associate family member shall be open to any person who is within the same household of an individual member and who is interested in furthering the purposes of BMW MOA.
Associate family members will receive the same rights and privileges as an individual member, with the exception of a subscription to the BMW Owners News and a copy of the BMW Owners Anonymous.
Section 3. Chartered Club
A BMW motorcycle club whose members are interested in furthering the purposes of BMW MOA may affiliate with BMW MOA and obtain a club charter. To be eligible to obtain a charter, such a club must have at least ten (10) members who are individual members of BMW MOA and pay a charter fee as determined by the Board of Directors.
Section 4. Other Memberships
Memberships other than those specifically included in these Bylaws may be established, and dues assessed, by the Board of Directors on an individual basis.
Section 5. Dues
The Board of Directors shall establish the rate of dues for each class of membership from time to time.
Section 6. Suspension and Termination of Membership
6.1 A membership shall be automatically suspended when the payment of dues falls in arrears by one
(1) month. During such suspension an individual member shall not receive BMW Owners News under Article I, Section 3.2; shall have no voting rights under Section 8.1; shall be ineligible to be a candidate for election to the Board of Directors; and, if a member of the Board, shall not be allowed to participate in deliberations and decisions of the Board. The suspension shall be automatically removed if the dues are paid within twelve (12) months of the original due date. A membership shall be automatically terminated when the payment of dues falls in arrears by twelve (12) months.
6.2 A membership may be terminated by a unanimous vote of the Board of Directors if such membership would be contrary or detrimental to the purposes of BMW MOA or if a member does not satisfy the requirements for membership. Such termination may only occur after the member is notified of the proposed termination of membership and is provided an opportunity to rebut the proposed termination.
6.3 Any person whose membership is terminated under this section 6.2, and who desires membership in BMW MOA, must apply for membership as a new member and, if membership is granted, shall be assigned a new membership number. Any person whose membership is terminated by action of the Board of Directors shall have the application for membership approved by the Board before membership is granted.
6.4 A chartered club may be disaffiliated by the Board of Directors when such club falls in arrears in the payment of dues or fees, or when fewer than five (5) members of such club are individual members of BMW MOA.
Section 7. Refusal of Membership
Any person whose membership in BMW MOA would be contrary or detrimental to the purposes of BMW MOA may be refused membership by a unanimous vote of the Board of Directors.
Section 8. Powers and Privileges of the General Membership
In addition to any provisions elsewhere in these Bylaws, the general membership of BMW MOA shall have the powers and privileges enumerated in this section.
8.1 Voting. Individual members shall be eligible to vote in the BMW MOA elections as provided in Article IV regarding elections and in meetings of the general membership as provided in Section 8.3.
8.2 Members of BMW MOA shall be entitled to express their views on issues regarding BMW MOA to members of the Board of Directors, to attend regular meetings of the Board, and to attend special meetings of the Board provided such special meeting is not conducted by conference telephone call.
8.3 Meetings of the General Membership. Meetings of the general membership of BMW MOA may be called by the Board of Directors. A quorum for the transaction of business shall be fifteen percent (15%) of the entire membership of BMW MOA eligible to vote in the elections.
8.4 Overriding Action of the Board of Directors. The general membership may override any action of the Board of Directors by a majority vote at a meeting of the general membership or by placing a matter on the ballot for the election using the same petition process as for Bylaws amendments under Article V, Section 2.
8.5 Personal Information. Personal information on any individual member will only be released for the transaction of official BMW MOA business, which has been authorized by the Board or its designee. Personal information includes, but is not limited to, names, addresses, telephone numbers, email or mailing addresses, Anonymous book listings, and member numbers.
Article III. Board of Directors
Section 1. Members
The Board of Directors shall have nine (9) members and shall consist of the following officers: the President, the Vice-President, the Secretary, the Treasurer, and five (5) Directors. All members of the Board shall be individual members of BMW MOA.
Section 2. Election, Term of Office, and Term Limits
The members of the Board of Directors shall be elected by the general membership of BMW MOA as provided in Article IV, and shall serve for a term of three (3) years or until their successors are elected.
The term of office shall begin during the Board of Directors closed session meeting at the annual BMW MOA International Rally following the election. This meeting will precede any open session meeting.
The end of incumbency will be the first agenda item during that closed session meeting. Should a BMW MOA International Rally not be held, the term of office will begin during a Board of Directors meeting in July following the election. Both incoming and outgoing members of the Board of Directors will be invited to attend this meeting.
An individual member of BMW MOA may serve as a member of the Board for an unlimited total number of terms of office, but may not serve for more than three (3) consecutive terms of office. No compensated employee, contractor or contractor's employee may serve as a member of the Board. No member of the Board may apply for a compensated employee, contractor or contractor's employee position while serving as a member of the Board. Should a member be appointed to fill a vacancy under Article III section 5, where there is more than one (1) year and six (6) months remaining in the term, this shall count as a term for the purposes of determining a term limit. A “term” shall be defined as more than one (1) year and six
(6) months of the three (3) year term.
Section 3. Powers and Duties
The Board of Directors shall be the governing body of BMW MOA and, as such, shall exercise all powers and perform all duties not vested in law, by the Articles of Incorporation, or by these Bylaws in a specific officer or the general membership of BMW MOA.
Section 4. Meetings
4.1 Regular Meetings The Board of Directors shall hold regular meetings at such times and places as the Board shall determine, but shall hold one regular meeting at the BMW MOA annual rally, if such rally is held. Notice of a regular meeting shall be announced in either the BMW Owners News or BMW MOA web site not less than fourteen (14) days prior to the meeting, or by announcement by the President during a regular meeting and noted in the minutes of that meeting. For the information of the general membership, the Secretary shall announce a notice of a regular meeting in either the BMW Owners News or BMW MOA web site not less than fourteen (14) days prior to such meeting. Failure to publish such notice shall not invalidate action taken at such meeting. (Adopted October 25, 2008)
4.2 Special Meetings The President or any four (4) members of the Board of Directors may call a special meeting of the Board. The purpose of the meeting shall be stated in the call. Written notice of a special meeting shall be by electronic or physical means to all members of the Board, and as directed by the President, to the Executive Director, Media Editor, and Volunteer Staff of BMW MOA not less than fourteen (14) days prior to such meeting, or by announcement by the President during a regular Board meeting and noted in the minutes of that meeting. Special meetings may be conducted by conference telephone call. (Adopted October 25, 2008)
4.3 Quorum Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.
4.4 Proxy Voting Any member of the Board of Directors may, if unable to attend any meeting of the Board, give his or her proxy vote to another Board member who will be present. This proxy privilege may be exercised one (1) time per term of office and any attending Board member may hold only one (1) proxy per meeting. An absent Board member will exercise his or her proxy privilege by signed written notice to the President and a signed proxy statement to the attending proxy holder prior to the meeting. Should a proxy not have been provided, an absent member may vote via conference call if that member agrees that adequate information has been provided to support the member's vote.
Section 5. Vacancies
In the event of a vacancy in the position of any member of the Board of Directors except the President, the President shall appoint, subject to approval of the Board, an individual member in good standing of BMW MOA to fill the vacancy for the remainder of that member's term of office.
Section 6. Removal from Office
Whenever the interests of BMW MOA shall best be served, a member of the Board of Directors may be removed by a unanimous vote of the other members of the Board. Subject to approval of the Board, any officer or member of the Board of Directors who is not physically present during three consecutive regular Board meetings will be considered not serving in the better interests of BMW MOA, and may therefore be removed by the President.
Section 7. President
The President shall be the chair of the Board of Directors, shall appoint all committees with the advice and consent of the other members of the Board, and shall perform such other duties as the Board may assign.
Section 8. 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 vacancy in the presidency, and shall perform such other duties as the Board of Directors may assign.
Section 9. Secretary
The Secretary shall be the keeper of the corporate seal and shall be responsible for keeping the minutes of all meetings of the Board of Directors, causing the minutes of such meetings to be printed in BMW Owners News and the BMW MOA web site, communicating all Board matters to BMW Owners News and the BMW MOA web site, and handling such other correspondence and duties as the Board may assign.
Section 10. Treasurer
The Treasurer shall be the chief financial officer of BMW MOA and shall exercise those duties customarily assumed in that office, including the preparation of financial reports as the Board of Directors may direct, and such other duties as the Board may assign. The Treasurer shall cause to be published in BMW Owners News and the BMW MOA web site semiannual reports of the financial status of BMW MOA, of which one (1) report shall be as of the end of each fiscal year.
All BMW MOA checks and negotiable instruments shall be signed by any two (2) of the following: the President, the Vice-President, the Secretary, the Treasurer, or their authorized agents approved by the Board of Directors. For the International Rally account only, the Treasurer may authorize the rally Treasurer to be the single signature for checks not to exceed an amount to be specified by the Board.
Section 11. Volunteer Positions
The President may designate and appoint additional volunteer BMW MOA management positions if approved by a majority vote of the Board. Volunteers must be BMW MOA members in good standing, and will serve at the pleasure of the Board, reporting to the President or designee. BMW MOA volunteer management positions, and voting members of the BMW MOA Foundation, will not be considered members of the BMW MOA Board, and may not concurrently serve as sitting members of the BMW MOA Board. (Adopted October 25, 2008)
Article IV. Elections
(Revised November 20, 2012)
Section 1. General
There shall be an election in two (2) of each three (3) years to elect the members of the Board of Directors and to vote on other such matters as may be placed on the ballot in accordance with these Bylaws as follows: In the first of each three (3) years starting in 2013 four (4) Directors positions shall be filled by such election. In the second of each three (3) years five (5) Directors positions shall be filled by such election. In the third of each three (3) years there shall be no election. Each individual member of BMW MOA shall be eligible to vote in the election, except as otherwise provided in these Bylaws. The Secretary shall cause to be printed in BMW Owners News and placed on the BMW MOA web site in December preceding the election, a notice of the upcoming election. Such notice shall contain an explanation of the election and nomination process, the eligibility requirements to be a member of the Board of Directors, the election timetable, and the names and mailing addresses of the members of the Candidate Search Committee appointed by the President.
Section 2. Candidate Search Committee
The President shall appoint a Candidate Search Committee composed of any individual members in good standing of BMW MOA. Such committee shall have no less than three (3) members, but may have more. There are no restrictions on the office any member of the Candidate Search Committee may hold or for which they may be nominated. No three (3) members of the Candidate Search Committee may be residents of the same state or province, and the President shall strive to provide a wide geographical representation on this committee. The key responsibility of the Candidate Search Committee is to encourage and recruit members to be candidates for the Board of Directors and, if possible, to have a ballot with multiple candidates for each open position. The Candidate Search Committee shall nominate no individual members as a committee, but the members of the committee may nominate as individuals.
Section 3. Election Committee
The Board of Directors shall designate an Election Committee to certify the results of the election, report the results to the President and the Secretary, and authorize destroying the ballots as provided in these Bylaws. This committee shall be composed of not less than two (2) individual members of BMW MOA who are not candidates in the election. Each member voting in such election shall return the ballot to the Election Committee in accordance with the instructions provided by the Secretary. The Election Committee shall be instructed by the Board of Directors on how to validate each ballot without violating the anonymity of any voter. The Election Committee shall certify the votes cast, but shall not, in any instance, identify to a non-member of the Election Committee how any member voted.
Section 4. Nominations
4.1 Any individual member of BMW MOA may nominate any individual member, including himself or herself, as a candidate for the Board of Directors by submitting to the Candidate Search Committee a nomination petition, signed by at least five (5) other individual members, in accordance with the election timetable. Such nominations may include the biography and position statement for each nominee as required by Section 4.3.
4.2 The Candidate Search Committee shall, at any time, advise any individual member of BMW MOA who so requests which members have been nominated or have submitted nominations for Board of Director positions.
4.3 Biography and Position Statement. A biography and position statement shall be required for each candidate, which may be submitted either with the nominating petition or separately. A photograph of the candidate to accompany the biography and position statement may also be submitted. The biography and position statement and photograph must be received in accordance with the election timetable. No biography or position statement may be changed after the deadline for receipt by the Candidate Search Committee. The biography and position statement shall be limited to a combined total of no more than five hundred (500) words. The Candidate Search Committee shall cut off after the five hundredth (500th) word any biography and position statement exceeding that length. Except for members of the Candidate Search Committee, prior to the submittal of the materials required by Section 4.5, no person shall read or listen to the biography or position statement of any other candidate without such candidate's prior permission. Members of the Candidate Search Committee who are also candidates may read such biographies and position statements prior to this submittal provided they have previously submitted their biographies and position statements and do not later alter them.
4.4 The Candidate Search Committee shall ascertain whether the nominated candidates are eligible for election and would be willing to serve if elected. Failure to satisfy the eligibility requirements or failure to submit a biography and position statement as required shall automatically disqualify a candidate from the election. Therefore, write-in candidates are automatically disqualified and write-ins will not be considered. No compensated employee, contractor or contractor's employee will be considered eligible for election to serve as a member of the Board. No member of the Board may apply for a compensated employee, contractor or contractor's employee position while serving as a member of the Board.
4.5 The Candidate Search Committee shall submit the list of qualified candidates, and the biography and position statement, and the photograph if one was submitted, for each candidate to the Secretary in accordance with the election timetable.
Section 5. Balloting
5.1 Secretary. The Secretary shall cause the preparation of the election materials to be used in the election. The election materials shall include the biography and position statement, and the photograph if one was submitted, for each candidate, other matters placed on the ballot in accordance with these Bylaws, the official ballot to be used for voting, and instructions regarding where to submit the ballot and the submission deadline. The ballot shall contain the name and place of residence of all candidates, and shall be listed alphabetically by last name. The Secretary shall cause the election materials, including the official ballot, to be published in BMW Owners News, or through a certified alternative method to each member eligible to vote, according to the election timetable. Only the original of the election ballot or certified alternative method may be used for voting.
5.2 Winning Candidates. The five (5) candidates who receive the most votes in any election when five (5) positions of director are to be filled and the four (4) candidates who receive the most votes in any election when four (4) positions of director are to be filled shall be declared the winning candidates.
5.3 Destruction of Ballots. After the election, the official ballots or alternative method records shall be destroyed on the first Monday in August. The Election Committee shall be responsible for authorizing the destroying of all ballots and alternative method records and for certifying the results of the election.
5.4 If there are fewer eligible and willing candidates (under section 4.4 above) than there are positions to be filled, the eligible and willing candidates shall be declared the new directors and no balloting will be done. If additional directors are needed to fill the nine Board of Directors positions, they shall be appointed by the President as vacancies.
Section 6. Selection of Officers
6.1 Officers will be selected by the Board of Directors annually from the ranks of the directors in the following order: President, Vice-President, Secretary, Treasurer. Each Director will have one vote in this process and the Director with the most votes will assume that office for a one year term. This selection process will take place in closed session prior to the open session Board of Directors meeting at the annual BMW MOA International Rally. Should a BMW MOA International Rally not be held, the selection of officers will take place during a Board of Directors meeting in July. If the selection process is to take place in the same year as an election, it will take place after any new directors have been seated. New and continuing directors will have a vote in the selection of officers, retiring directors will not.
6.2 Should vacancies exist on the Board of Directors at the time of officer selection (less than nine members), those vacancies will be filled by the President, if possible, prior to that year’s officer selection.(See Article III, Section 5 on Vacancies)
6.3 The internal selection of Officers will begin after the 2013 election. For transition, the 2013 election will be for four (4) director positions. The sitting Vice-President and sitting Treasurer in 2013 at the time of officer selection may, at their option, complete their remaining term as elected by the membership or may resign and join the other directors before officer selection begins. In 2014, five (5) directors will be elected and officer selection will occur for all four (4) officer positions.
Article V. Amendment of Bylaws
Section 1. By the Board of Directors
These Bylaws may be amended at any regular or special meeting of the Board of Directors by a vote of at least seven (7) of the nine (9) members of the Board, provided a motion to amend the Bylaws was made at a regular or special meeting of the Board not less than thirty (30) days prior to the meeting at which the vote is to be taken. The Secretary shall cause such a motion to be published in BMW Owners News not less than thirty (30) days prior to the meeting at which the vote is to be taken.
Section 2. By the General Membership
These Bylaws may be amended by the general membership of BMW MOA by a majority vote in a scheduled election. A petition signed by at least five (5) percent of the total membership of record on February 1 of an election year, and received by the nominating committee in accordance with the schedule for nominations in Article IV, shall cause a proposed amendment to these Bylaws to be placed upon the election ballot and voted upon in the next election. This procedure may also be used to reverse any amendment affected by the Board of Directors in accordance with Article V, Section 1.
(Adopted May 2003) (Revised January 2005) (Revised May 2009) (Revised November 2010)
(Revised November 2012)