These bylaws govern the conduct of business of the “BMW Motorcycle Club of Indianapolis, Inc.” which was incorporated as a Non-Profit Corporation in the State of Delaware, USA, on April 24, 2012.
These Bylaws were amended in accordance with Section X on September 27, 2014.
I. Purpose of Club:
The Corporation is organized exclusively for pleasure, recreation, and other similar nonprofit purposes under Section 501 (c) 7 of the Internal Revenue Code, orthecorrespondingsection ofanyfuturetaxcode. The purpose of the Club is to provide members with an opportunity for fellowship and to be bound together over common objectives, which include, but are not limited to:
(a) provide for the mutual assistance, enjoyment, entertainment, and improvement of its members socially and physically by encouraging them to ride BMW motorcycles;
(b)cultivate, foster and promote interest and participation in riding BMW motorcycles;
(c) exchange and disseminate information among the members as to improvements, advancements and equipment of BMW motorcycles;
(d)foster a spirit of good will among the members and to promulgate ethical practices in their relationship with each other and the public, to the end that all interests may be served fairly;
(e) improve the skill and safe riding practices of the members through training and positive example;
(f) assist the members in all proper ways relative to matters affecting their welfare within the scope and functions set forth herein.
II. Membership Requirements:
- Ownership of a BMW motorcycle by a family member, i.e. husband or wife, at the time of application for membership.
- Payment of Membership Dues which are payable annually on January 1. Failure to pay annual dues by March 1 will result in termination of membership.
- New members joining the Club prior to September 1 will pay the full year’s dues; after September 1, dues will be one-half the current rate.
Membership privileges are extended to both husband and wife or life partners living in one household. Voting privileges are addressed in Section VI. An unmarried member may bring a guest to any Club function.
Revocation of Membership may be executed by the Board of Directors if a member’s conduct discredits the members of the club and/or is contrary to the purpose of the club. Any member whose membership revocation is under consideration shall be provided the opportunity to address the Board of Directors. A 2/3 majority of the Board of Directors is required to pass a motion to revoke membership.
The responsibilities of the following club officers is addressed in Article (X)
- Vice President
- Membership Secretary(s)
IV. Election and appointment of officers:
The Term of office for President begins on April 1 to coincide with the Fiscal Year of the Club. The Board of Directors will elect the President annually in January. It is desirable that the Board elects a current Board member to the office of President, but it is not required. The term of Office for President is one year. The Board of Directors may elect the President to consecutive terms of office.
The President will appoint the remaining officers. Officers need not be elected board members, but will possess the full rights of a board member except to participate in the election of the President. Only elected board members, will vote for the office of president. The original (adopting) Board, which is appointed, will have the authority of an elected Board.
V. Board of Directors:
The Board of Directors will consist of six members of the Club.
Directors will serve a three-year term with two Directors being elected annually.
In the event a Director is unable to complete a three-year term a replacement Director will be elected during the next annual election to complete the remainder of the Term.
Term of office and election:
Directors elected to a three-year term will take office on April 1, each year.
Annually, during the fall months, the President shall appoint a nominating committee chaired by a board member. The nominating committee should consist of four members two of which are not current board members. The election of Directors will be conducted during a regular meeting no later than March each Fiscal Year. Additional nominations from the floor during the regular meeting are in order.
Duties of Board of Directors:
The primary duties of the Board of Directors are to elect the President and to provide input, review and approval of the annual budget prepared by the Officers. Other duties of the Board are contained in these bylaws, or are assigned by the President.
The President may appoint committees as required to compliment the purposes of the Club. (see Section XII) Such committees will automatically be dissolved when a new President takes office unless reappointed.
VII: Meetings and Voting:
The President may schedule monthly meetings of the membership. When no host is available, the Club is not bound to hold a meeting. Monthly meetings of the members are intended to support the purposes of the Club as defined in Article I. When a business matter such as changing of the dues is considered, a member may submit a proxy to the President conferring a vote to a specified member in attendance.
When taking a vote on any motion or election, there will be only one vote per each membership paid. If both spouses wish to vote on a matter they each must pay a membership fee annually.
Fiscal decisions are addressed in Article VIII. Motions made during monthly membership meetings to allocate funding for any purpose must be in the form of a resolution recommending action by the specified officers.
The President, as needed, may call a meeting of the Board of Directors. The purpose of the meeting should be communicated when the meeting is called
VIII. Fiscal Year and Approval of Expenses:
The Fiscal year will commence annually on April 1 and end on March 31 the following year.
The club finances and payment of expenses shall be the responsibility of the President and the Treasurer as delegated by the President.
It is strongly encouraged that the officers prepare a Fiscal Year Expense Budget for review and endorsement by the Board of Directors annually. Such a budget can expedite the approval of claims and help insure the fiscal integrity of the Club.
The maintenance of reserve funds sufficient to fund at least 50 % of the Club’s annual expenses is encouraged. Reserve funds may be used for funding the budget when necessary but the budget should include a contribution to the reserve fund when the balance is insufficient to fund 50% of the Club’s predicted annual expenses.
The BMW Motorcycle Club of Indianapolis, Inc. may propose in the fiscal year expense budget that the club make distributions to other federal exempt organizations with charitable and education purposes that qualify under Section 501©3 of the Internal Revenue Service Code and to the corresponding section of any future exempt code.
The Officers should consider the amount of Annual Dues annually at the end of the fiscal year. Recommendations to change the amount of annual dues should be reviewed by the Board of Directors. If the Board of Directors endorses a change in the dues, the change will be voted on at a monthly meeting of the membership. A motion to change the amount of the annual dues can only be heard after a one-month notice to the membership that the change is going to be considered. Such a motion will be carried by a simple majority vote. An announcement published in the monthly newsletter and/or web site that the dues are going to be considered at the next monthly meeting is considered sufficient notice to comply with this article.
X. Bylaws Amendments
An amendment to these Bylaws may be considered by the Membership after notice of the specific amendment has been presented at a previous monthly meeting and published in the newsletter and/or club web site. A motion to amend the bylaws must pass by a 2/3 majority of those voting and not less than 20 votes of regular members.
XI. Audit of Fiscal Records:
Annually at the end of the Fiscal Year, the President will appoint a committee of two to review the fiscal records of the Club. The Committee should consist of one Director who serves on the Board, and one Member who is not an officer or Director.
The purpose of the Audit is to confirm that expenses paid are for appropriate expenses of the Club in meeting its objectives and that the purpose of payments is documented. If an approved budget was in place for the fiscal year, it should be confirmed that expenditures were authorized by the approved budget or by the President of the Club. The audit should be comprehensive, but a random sampling of records in each expense category is an appropriate mechanism to complete the audit.
The committee will prepare a brief report, which will be presented to the secretary for filing with the minutes of the club.
XII. Adoption of the Bylaws
The initial adoption of these Bylaws will be by vote of the standing Board of Directors pending review of these Bylaws for questions and comments at least two weeks prior to the vote.
XIII. Officers Duties, Committees and Other Functions:
In addition to responsibilities of Officers and Board Members described above, the functions listed below support the purpose and traditions of the Club.
Historically Presidents of the Club have usually served two consecutive terms. Past experience indicates this is a good practice.
The President may delegate responsibilities to a committee or coordinator. The following are examples of traditional appointments.
- Serves as the liaison with Triathlon management entities, i.e. Tuxedo Brothers
- Maintains schedule, solicits membership participation
- Is in charge of the detail, which facilitates the officiating the event. When absent, the Coordinator must appoint a member to be in charge of the detail working an event.
- Contact point for recording mileage
- Reminds membership to participate in mileage awards program
- Directs ordering of mileage awards for banquet and submits annual report to Newsletter Editor and web site.
- Maintains library of club videos,
- Manages check out process
- Periodically publicizes content available in library
- Maintains web site
- Enables officers and coordinators use of web site
Maintains financial records, processes accounts receivable and payables, files annual incorporation registration. Works with membership coordinator during with the collection of dues process.
- Attends monthly membership and Board of Directors meetings regularly and records minutes documenting any business conducted.
- Provides administrative support to the President as needed.
Maintains membership records including the Directory.
Facilitates annual notice of dues to the membership.
Facilitates the enrollment of new members, including determination of eligibility requirements.