Beartooth Beemer Bylaws
Article
I. General
Section
1. Name
The
Name of this organization shall be “The Beartooth Beemers, Inc.”
Section
2. Purpose
The
purpose of the Beartooth Beemers is to share our beautiful Beartooth riding area
by offering people a beautiful place to share good fellowship with good people
in the BMW tradition. Beartooth Beemers
will be the sponsor of the Beartooth Rendezvous.
Section
3. Registered Office
The
corporation's principal office shall be located in Montana. The corporation's most current Annual
Report, filed with the Montana Secretary of State, shall identify the location
of the principal office if the latter is located within Montana. The board of directors or a majority of the
members may change the registered agent and the address of the registered
office from time to time, upon filing the appropriate statement with the
Secretary of State.
Section
4. Remuneration
No
member of the board of directors may receive remuneration of any kind for services
to The Beartooth Beemers except as provided in Section 4.
Section
5. Reimbursement
Members
of the board of directors, members of the organization and other individuals
may be reimbursed for out-of-pocket expenses incurred in providing services for
the benefit of the Beartooth Beemers, 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 shall govern
the Beartooth Beemers 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
the Beartooth Beemers may adopt.
Section
1. Membership.
Membership
in the corporation may be held by an individual or a group of household
members. If membership is held by a
household the group shall be considered one member. Each member shall be entitled to one vote on any business matter,
which shall lawfully come before the members.
If a membership stands of record in the names of two or more persons,
then the vote of one name shall bind all other names on that one membership. Each member shall be eligible for benefits
that the board of directors shall determine from time to time.
Section
2 Membership Admission.
The
corporation may not admit a member to the corporation without that member's
consent. To be initially admitted as a
member of the corporation, the applicant must:
(1) Submit a written application for admission
stating and providing such information
as the board of directors may require,
(2) Make a payment of annual dues, if so
required by the board of directors.
Where the board requires annual dues, membership shall
last for the fiscal year in which annual dues are paid by the member. After the initial application, a member, may
extend membership for 1 year periods, without re-application, by payment of
annual dues.
Section
3 Nondiscrimination.
Membership
in the corporation shall be available without regard to race, color, creed,
religion, sex, age, marital status, physical or mental handicap or national
origin, or ancestry.
Section
4 Membership Rights and Obligations.
All
members have the same rights, privileges, and obligations.
Section
5 Nontransferability of Membership.
Membership
in this corporation is nontransferable and nonassignable.
Section
6. Suspensions and Termination of Membership
6.1.
A membership shall be automatically suspended when the payment of dues falls in
arrears by four months. During such
suspension an individual member shall have no voting rights, 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. Suspension
shall be automatically removed if the dues are paid within twelve months of the
original due date. A membership shall
be automatically terminated when the payment of dues falls in arrears by twelve
months.
6.2.
A membership may be terminated if such membership is contrary or detrimental to
the purposes of Beartooth Beemers.
Termination of membership requires unanimous vote of the board of
directors followed by a majority vote of the general members. 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 and who desires
membership in Beartooth Beemers must apply for membership as a new member. Any person whose membership is terminated by
action of the board of directors must have their new membership application
approved by a unanimous vote of the board of directors followed by a majority
vote of the general membership before membership is granted.
The
board of directors shall hold an annual meeting of the membership at the
Beartooth Beemers annual rally, if such rally is held, or at a time and place, which
the board shall determine. The board of directors may hold additional meetings
of the membership if necessary. Written notice of meetings shall be sent to
each member in good standing by regular mail or electronic mail and posting on
the web not less than thirty days prior to the meeting.
Votes
taken at membership meetings will require a majority of those members present,
plus any absentee ballots. Absentee voting
privileges include approval/changes to bylaws as well as the ability to
vote for officers/directors. There will
be a written ballot sent to those members who request one. They must be returned to the secretary of
the organization at least one week before annual meeting. No proxy votes will
be accepted.
Section
1. Board of Directors
The
board of directors shall consist of five members, the President, the
Vice-president, the Secretary and the Treasurer and one additional
director. All members of the board
shall be of legal age and members in good standing of Beartooth Beemers. No two individuals in the same household or
family may serve on the board at the same time.
Section
2. Elections, Term of Office
The
members of the board of directors shall be elected by the general membership at
the annual meeting. Officers serve for
a term of two years or until their successors are elected. The additional director will be elected for
a one-year term.
Section
3. Powers and Duties
The
board of directors shall exercise all powers of management of the corporation. 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.
It
shall be the policy of the board to consult with 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.
Section
4. Board of Director meetings
The
Board of Directors shall hold meetings as needed. A majority of board members
is necessary to conduct business. Minutes of meetings will be kept and will
reflect official board actions and activities.
Official board minutes shall be open to inspection after approval at a
subsequent board meeting.
Section
5. Removal of Board members
Whenever
the interests of the Beartooth Beemers shall best be served a member of the
board of directors may be removed by majority vote of the other members of the
board and a majority vote of the membership.
Subject to approval by the board any director who is not physically
present during three consecutive board meetings may be considered not serving
in the better interest of Beartooth Beemers, and may therefore be removed.
Section
6. Vacancies:
Vacancy in any office because of death, resignation,
removal, disqualification, or otherwise may be filled by someone from the
membership by the board of directors for the unexpired portion of the
term.
Section
7. President
The
president shall be the chair of the board, appoint any committees if necessary
with the advice and input of other board members, and shall perform any other
duties 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 event of
vacancy of the presidency, and shall perform any other duties the board may
assign.
Section
9. Secretary
The
secretary shall be responsible for keeping the minutes of all meetings of the
board of directors; shall maintain the master copy of the by-laws; shall keep a
current membership roster; and notify members of the annual meeting location,
date and time. The secretary is also
responsible for filing reports if required by the State of Montana or Federal
Government.
Section
10. Treasurer
The
treasurer shall maintain the bank accounts of the organization; receive
receipt, record and report all moneys paid or received by this organization;
and prepare and present financial reports to the board and annual meeting.
No
person shall incur an obligation to, nor commit the credit of the club except
as specifically authorized by board of directors.
Article
V. Affiliations
Beartooth Beemers is chartered by BMWMOA as Club #303. The club may elect to affiliate with other organizations whose purposes and goals are similar to Beartooth Beemers.
An amendment to these by-laws may be proposed to the membership by:
A. A vote of at least 4 of 5 members of the board of directors at any time: or
B. Any two or more voting members of the Beartooth Beemers, if their proposed amendment carries a board of directors meeting by a vote of at least 2 of 5 of the board of directors.
In
either case, amendments to the by-laws will presented at the annual meeting and
must be passed by a two thirds vote of the members, including absentee ballots
received before deadline.
Article
VII. Dissolution
If the Beartooth Beemers is dissolved for any reason
approved by the board of directors, all assets shall be distributed to one or
more registered Montana non-profit organizations and or registered 501 (C) (3)
organizations designated by the board and approved by the membership after all
debts or bills are paid.
Signed:
__________________________________ President
__________________________________
Vice-President
__________________________________
Treasurer
__________________________________
Secretary