BMW CAR CLUB OF AMERICA, INCORPORATED BYLAWS
Article 1. Name
Roadrunner Chapter, BMW Car Club of America, Inc. (Hereafter referred to as “the Chapter.”)
Article 2. Purpose
The Chapter adopts the mission and purpose of the BMW Car Club of America, insofar as permitted to a nonprofit corporation under Arizona Revised Statutes, “…to enhance the BMW ownership experience for members by providing publications, services, support, information, and activities that promote camaraderie and encourage social awareness and individual responsibility.”
Article 3. Location
Meetings will be held at a location chosen by the President or the Board of Directors. For Chapter correspondence, the mailing address shall be:
6501 E Greenway Pkwy #103-403 Scottsdale, AZ 85254
Article 4. Membership
Section 1. Active members of BMW CCA National, with designation of Roadrunner Chapter.
Section 2. An active member may request that a member of his or her immediate family, for a yearly charge designated by the Board of Directors, be granted associate membership. An associate member will not receive Club publications. An associate member shall be a voting member of the Club and eligible for all other Club benefits.
Article 5. Code of Conduct
Section 1. The Board will conduct itself in a mature and fair manner allowing all Board members present to express his/her opinion(s) openly.
Section 2. Discussions and voting may be held via email or through a conference call representing a quorum through electronic responses or presence in a call. However, if the conduct presented via emails or verbal communication is unwarranted and offensive, the matter will be tabled to a formal Board meeting designated by the President.
Section 3. Upon request of any member at a meeting, Robert’s Rules of Order shall be used in the conduct of any meeting.
Article 6. Officers and Appointed Staff
Section 1. Executive Board – The Corporation shall have a President, Vice President, Treasurer, and Secretary of whom shall be members of the Board of Directors (hereinafter referred to as the “Executive Board”). The position of Treasurer shall be filled by a member with the appropriate accounting or finance education or experience.
Section 2. Voting – The Corporation shall have a President, Vice President, Treasurer, Secretary, Activities Director, Membership Chairperson, Event Coordinator(s), Webmaster, Newsletter Editor, and Member-At-Large of whom shall be members entitled to vote on particular matters (hereinafter referred to as the “Voting Board”). The Executive Board may vote on all issues. All other members of the Voting Board may vote only on issues directly related to their respective programs. The board will strive to act by consensus whenever possible.
Section 3. Term – All officers shall hold office for a period of two years, or the period of time which exists between one annual meeting and the one approximately two years later.
Section 4. Election – The President, Vice President, Treasurer, and Secretary shall be elected by the Membership. Any other officers determined necessary or desirable by the Executive Board may be elected by the members of the Executive Board. No more than two (2) offices may be held by the same person. Except as otherwise provided by law or by these Bylaws, all officers shall hold office until the annual meeting of the Membership or until their respective successors are chosen and qualified. In the event that a member of the Executive Board holds more than one voting position, that person will have only a single vote.
Section 5. Resignation and Removal – Any officer may resign by delivering a written resignation to the Chapter at its principal address or to the President or Secretary and such resignation shall be effective upon receipt unless it is specified to be effective at an identified later time. The Executive Board may remove any officer with or without cause by a vote of a majority of the members of the Executive Board then in office.
Section 6. Appointed Positions – The appointed positions shall have the responsibility to represent the Chapter Membership to the Executive Board, and may perform such other duties as may be assigned by the Executive Board from time to time.
Article 7. Quorum
Section 1. At any general or special meeting of the members, the presence (in person or by proxy) of the following shall constitute a quorum: a majority of the Voting Board present (in person or by proxy). In the event of a tie vote by the membership, the then-acting president shall cast an additional deciding vote.
Article 8. Elections
Section 1. Any member may nominate a member in good standing by submitting a written nomination with both membership numbers, countersigned by the nominee. Nominees for Regional Offices and those nominating them must reside and be a chapter member in that region.
Section 2. The Board may appoint a nominating committee (consisting of voting members) that may nominate any candidates for office. All nominees for office must have been members in good standing for at least six months prior to the annual meeting.
Section 3. Candidates for President must have prior service as a member of the Board of Directors in order to be eligible to serve as President.
Section 4. No director or candidate for the board of directors may hold a concurrent position with the BMW CCA national office or as Roundel managing editor, editor-in-chief, Roundel art director and/or art director’s staff, Roundel advertising manager and/or advertising manager’s staff, or be an employee of BMW AG or its subsidiaries.
Section 5. Election of officers will be held by secret ballot to be ratified at the annual meeting. Ballots will be distributed by any of several methods, including but not limited to the US Postal Service, e-mail, or other electronic means, to the membership at least 45 days prior to date of the annual meeting. Ballots returned by mail or by electronic means, as specified on the ballot, must be received at the designated location no later than the date specified. If, when the final election tabulations are made, there exists a tie, ballots for any tied elections will be counted daily until the tie is broken for up to an additional four business days. If a tie still exists, all candidates tied for the lead will be invited to attend the Annual Meeting to witness a coin toss to determine the winner. Challenges to election results must be filed in writing with the Chapter within seven (7) days of posting of the official results.
Section 6. If a vacancy occurs between elections, the vacancy shall be filled by a voting member appointed by the Board of Directors. The Board of Directors may, at its discretion, appoint a voting member to assume the duties of any officer who is absent or incapacitated, or otherwise unable to perform the duties of the office. Non-contested elections shall not require election by membership.
Section 7. The voting member’s primary place of residency listed in the BMW CCA National Office membership records will establish the voting address for purposes of national elections.
Article 9. Membership and Activities
Section 1. Fiscal Year – Except as from time to time otherwise determined by the Executive Board, the fiscal year of the Chapter shall begin on the 1st day of January and end on the 31st day of December of each year.
Section 2. No Members -The Chapter shall have no members. No person now or hereafter designated by the Chapter as membership (“Membership”) for any purpose shall be deemed to be a member. Members and associate members as defined by the national organization BMW Car Club of America, Inc. who have been assigned to the Roadrunner Chapter are the Membership entitled to vote and hold office with equal rights in the Roadrunner Chapter, to attend any general meeting and all other benefits of membership. Members (as defined by BMW Car Club of America, Inc. Bylaws) assigned to the Roadrunner Chapter shall be governed by these bylaws.
Section 3. Definition of Good Standing – A member shall be deemed to be in “good standing” if that member is not in arrears of yearly dues with BMW National, in default for non-payment of a Chapter activity, and who has not voluntarily withdrawn from membership, nor has been excluded from membership.
Section 4. Any active member or associate member of the Roadrunner Chapter may have his or her Membership revoked by unanimous vote of the Executive Board for cause. The member in question will be contacted by certified mail and/or email and notified of the time and place of the next meeting of the Executive Board. At that time, the member will have the opportunity to respond to the Executive Board’s statement of cause before the Executive Board votes on the matter.
Section 5. Management – The business and property of the Chapter shall be managed by the Executive Board who may exercise all the powers of the Chapter.
Section 6. General Membership Meetings – Meetings of the Membership shall be held monthly on a date and at a place scheduled and set by the Executive Board. Notice of a monthly meeting setting forth the date, time and place shall be published in the Chapter newsletter and via Chapter electronic media, such as a web site or electronic mailing list, at least one month in advance of the meeting. However, meetings may be cancelled as determined by the Board if it is deemed appropriate.
Article 10. Governance
Section 1. Powers – The business and property of the Chapter shall be managed by a board (‘Executive Board”) who may exercise all the powers of the Chapter.
Section 2. Election and Appointment – The elected members of the Executive Board as detailed in Article 6, Section 1 shall be elected to the Executive Board at the fourth quarterly general meeting of the Membership or by mail on the official ballot postmarked on or before the date specified on the ballot. All duly-elected members of the Executive Board shall be installed on January 1st following election and hold office for two years from that date or until their respective successors are chosen and qualified. Any vacancy in the board may be filled by appointment of the President and the approval of a majority of the members of the Executive Board then in office. Should the Presidency become vacant, the Executive Board shall appoint a President for the remainder of the term by majority vote.
Section 3. The Appointed Directors of the Executive Board as detailed shall be nominated and approved by affirmative majority vote of the Elected Executive Board. Each Appointed Director shall have one vote on the Executive Board and shall have other powers and perform such other duties as the Executive Board shall from time to time designate.
Section 4. Resignation and Removal – Any member of the Executive Board may resign by delivering a written resignation to the Chapter at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any member of the Executive Board may be removed from office with or without cause by the affirmative vote of a majority of the Executive Board then in office.
Section 5. Annual Meeting – The annual meeting of the Executive Board of the Chapter shall be held in March. If the annual meeting is not held on such date, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Notice of the annual meeting setting forth the date, time and place of any such meeting shall be mailed to all members of the Executive Board not less than seven (7) days prior to the date of the annual meeting.
Section 6. Regular Board Meetings – Regular meetings of the Executive Board may be held without general call or notice at such places and times as the Executive Board may from time to time determine, provided that any member of the Executive Board who is absent when such determination is made shall be given notice thereof. Regular Meetings shall be open to attendance by the general Membership as the Executive Board provides. These members may make comments or present proposals to the Executive Board at the discretion of the Executive Board. Regular Meetings or portions thereof may be declared closed to the general Membership by the Executive Board without prior notice.
Section 7. Special Meetings – Special meetings of the Executive Board may be held at any time and place designated in a call by the President, the Treasurer or two or more members of the Executive Board. Notice of all special meetings of the Executive Board shall be given to each member of the Executive Board by the Secretary or, in case of the death, absence, incapacity or refusal of the Secretary, by the officer of one of the members of the Executive Board calling the meeting. Such notice shall be given to each member of the Executive Board in person or by telephone or by electronic means sent to each such member of the Executive Board’s business or home address at least twenty four (24) hours in advance of the meeting, or by mail addressed to such business or home address and postmarked at least forty-eight (48) hours in advance of the meeting. Except as required by law, notice of a special meeting need not be given: (i) to any member of the Executive Board who, either before or after the meeting, delivers a written waiver of notice, executed by that member of the Executive Board, which is filed with the records of the meeting; or (ii) to any member of the Executive Board who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice of waiver of notice need not specify the purpose of any special meeting unless such purpose is the removal of a member of the Executive Board or an officer.
Section 8. Action at Meetings – Three (3) of the members of the Executive Board then in office shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting at which a quorum is present, the vote of a majority of those present shall decide any matter unless the Articles of Organization, these Bylaws, or any applicable law requires a different vote.
Section 9. Action by Consent – Any action by the Executive Board or any committee may be taken without a meeting if a written consent thereto is signed by all members of the Executive Board or all the members of the applicable committees and filed with the records of the meetings of the Executive Board. Such consent shall be treated for all purposes as a vote at a meeting.
Section 10. Non-Voting Staff – The Executive Board may appoint non-voting staff to support the aims and activities of the Chapter for such terms and may assign such responsibilities, duties, and privileges as the Executive Board may determine. Persons appointed as staff members shall not be members of the Executive Board for the purposes of these Bylaws and shall have no votes at any meetings of the Executive Board.
Section 11. Committees – The Executive Board may elect from their own number an Executive Committee, and may elect such other committees as they may from time to time determine necessary or advisable, including without limitation committees to deal with matters affecting fund raising, planning, development, building and grounds, investments, finances and budgets and other matters affecting the state of the Chapter, and may delegate such powers and duties thereto as the Executive Board may deem advisable to the extent permitted by law. At any meeting of a committee a quorum for the transaction of all business properly before the meeting shall consist of a majority of the elected members of such committee.
Section 12. Electronic Voting – The Executive Board may take action via electronic means, including electronic mail. The Secretary shall record the results of such votes and shall append them to the next published Board Meeting minutes.
Article 11. Miscellaneous Provisions
Section 1. Execution of Instruments – All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the Chapter on its behalf shall be signed by the President or the Treasurer except as the Executive Board may generally or in particular cases otherwise determine.
Section 2. Voting of Securities – Except as the Executive Board may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this Chapter at any meeting of stockholders of any other Chapter, the securities of which may be held by this Chapter.
Section 3. Corporate Records – The original or attested copies of the Articles of Organization, Bylaws and records of all meetings of incorporators and members of the Executive Board shall be kept at a designated office of the Chapter or with the Secretary, but such corporate records need not all be kept in the same office. Books, accounts, documents, and records of the Chapter shall be open to inspection by any member of the Executive Board upon request. Members requesting to view such records must submit a written request to the Chapter address. This request will be voted upon at the earliest Board Meeting following physical receipt of the request. Delivery to the mailbox does not constitute receipt. Only actual and physical review of the written request by a Board member is considered receipt.
Section 4. Definitions – All references in these Bylaws to the Articles of Organization and to these Bylaws shall be deemed to refer, respectively, to the Articles of Organization and the Bylaws of the Chapter as amended and in effect from time to time.
Section 5. Corporate Funds – The President and Vice-President may spend up to a maximum of $300 on a non- budgeted item without Executive Board approval, but must report the expenditure by the next Executive Board meeting. No other member may make any expenditure on a non-budgeted item without Executive Board approval.
Article 12. Amendment of Bylaws
Section 1. These Bylaws may at any time be amended or repealed, in whole or in part, by a vote of a two-thirds majority of the Executive Board.
Section 2. Any edits must be posted to the Membership indicating all red-lined corrections denoting all changes to current Bylaws.