NORTH STAR CHAPTER BMW Car Club of America Bylaws

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Article 1. Name and Address

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The North Star Chapter, BMW Car Club of America, Inc. (“the Chapter”) is a Minnesota Nonprofit Corporation, incorporated May 17, 1993. The Minnesota State File Number is 1J-107 and the Federal EIN is 41-1752399.

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The Chapter is a Chapter of the BMW Car Club of America, Inc. (“CCA National”) and serves members in all areas of the State of Minnesota as assigned by CCA National.

The address for the Chapter is recorded and maintained by the Chapter Officers who shall inform CCA National of its physical address which may be changed, as necessary, by the Board of Directors, without general membership consultation.

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Article 2. Purpose

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Insofar as permitted to corporations under the terms of Minnesota Statutes Chapter 317A, to promote interest in motoring, touring activities, and to encourage safe and skillful driving education, publications, and activities related to motor touring.

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Article 3. Obligations and Indebtedness

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Section 3.01 Authority to Incur Obligations and Indebtedness.

Obligations and indebtedness shall only be incurred in the name of the Chapter by a vote of the four elected officers acting as the Board of Directors or by persons duly authorized by the Board of Directors. Only the four elected officers or persons authorized by the board of directors (see Article 5, Section 1) to act on behalf of the Chapter shall incur any obligations or indebtedness in the name of the Chapter. All obligations or indebtedness incurred under the provisions of these bylaws shall be incurred solely as corporate obligations. No personal liability whatsoever shall attach to such corporate obligation or liability.

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Section 3.02 Unauthorized Obligations

No elected officer or any person authorized by the board of directors to act on behalf of the Chapter shall incur any obligation or indebtedness in the name of the Chapter which is not for the general benefit of the entire membership of the Chapter nor shall the board of directors approve the incurring of any such obligation or indebtedness.

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Section 3.03 Personal Liability for Unauthorized Obligation

The incurring of any unauthorized obligation or indebtedness in the name of the Chapter by any elected officer or member shall be an ultra vires act. The person or persons responsible for such act or acts shall be personally liable, individually and collectively, to the Chapter in an amount equal to the obligations or indebtedness which the Chapter may be required to pay.

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Article 4. Membership

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Membership of the Chapter shall consist of members and associate members of CCA National in good standing who are assigned to the Chapter or who have designated the Chapter as an additional chapter affiliation with CCA National. A person who is not a member in good standing of CCA National is not a member of the Chapter for any purpose.

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Article 5. Board of Directors

 

Section 5.01 Officers and Directors

The elected Chapter Officers shall be the president, vice president, secretary, and treasurer.

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The elected Chapter Officers, with approval of a majority of the Board, may appoint Chapter members to any or all of the following positions: Marketing

Coordinator/Newsletter Editor, Membership Coordinator, Webmaster, Tours Coordinator, Social Events Coordinator, Tech Session Coordinator, Driving School Coordinator, Street Survival School Coordinator, and Chief Driving Instructor.

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The voting members of the Board of Directors shall consist of all elected Chapter Officers, plus those appointed positions, (hereinafter “Board of Directors”).

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Members who have been elected or appointed to a position may concurrently fill additional appointed positions. No person may have more than a single voting right on the Board despite serving in multiple positions concurrently.

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Elected Chapter Officers will serve two-year terms and may serve multiple/unlimited consecutive two- year terms.

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Officers shall be elected in alternating years as follows: on each odd year, elections will be held for president and treasurer, and on each even year, elections will be held for vice-president and secretary.

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Appointed members of the Board of Directors shall serve for two years at which time the elected Chapter Officers may re-appoint such members for another term. There shall be no limit on the number of terms an appointed member may serve on the Board of Directors.

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As determined necessary by the Board of Directors, other positions of responsibility may be identified and qualified Chapter members assigned to execute the associated tasks and obligations. The Board of Directors shall determine the specific responsibilities and authority levels of these positions at the time the position is established.

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Section 5.02 Resignations

Any officer shall have the right to resign by submitting a resignation in writing to the Board.

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Section 5.03 Duties and Responsibilities

(a) President
The President shall be the chief officer of the organization and shall preside at all meetings of the organization and shall act as President of the Board of Directors. The President shall be an ex-officio member of all committees of the organization. He/she shall perform such duties as usually pertaining to such office or as may, from time to time, be assigned to him/her by the Board of Directors. He/she shall be directly responsible to the Board of Directors.

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(b)  Vice President

The Vice President shall perform the duties of the President in his/her absence, and shall perform such other duties as the Board of Directors may, from time to time, designate.

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(c)  Treasurer
The Treasurer shall have custody of all the funds of the organization. He/she shall authorize the paying out of monies on such approvals and signatures as the Board of Directors may determine. He/she shall be responsible for the maintenance of adequate books of account, shall present to the Board of Directors quarterly financial statements of receipts and expenditures, and at the close of each fiscal year shall present to the Board of Directors a financial report for the year. Financial reporting will be completed following the BMW CCA policies and procedures. The treasurer oversees the submission of all required local, state, and federal financial reports and/or tax returns.

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(d)  Secretary
The Secretary shall attend and shall be responsible for the preparation and preservation of the minutes of all meetings of the Board of Directors. The Secretary shall serve ex-officio on such committees as may be appointed by the President and shall keep the minutes of such committees.

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The Secretary shall give all notices which may be required by law or by these bylaws. The Secretary may sign on behalf of the organization with such other officers as are authorized by the Board of Directors, all contracts or agreements authorized by the Board of Directors. The secretary shall be responsible for ensuring full compliance with the bylaws. The Secretary shall do and perform such other duties as may be assigned to him/her, from time to time, by the Board of Directors.

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Section 5.04 Powers

Except as herein otherwise provided, the Board shall exercise all powers of management of the corporation. The Board may appoint committees as it sees fit, or may act as a committee of the whole. The Board of Directors may delegate to the President the power to appoint any committee. It shall be the policy of the Board to consult the members on any matters involving the general welfare and conduct of the Chapter. Failure to consult with members shall not affect any vote of the Board.

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Section 5.05 Removal from Board or Committee​
(a)  Officers

An officer may be removed with cause by a two-thirds vote of the Board at a duly designated meeting after thirty days advance written notice of reasons for removal.

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(b)  Non-Elected Board Members and Committee Members.

The elected Chapter Officers may, by a unanimous vote, appoint or remove a non-elected board member or committee member.

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Section 5.06 Meeting Participation

Officers are expected to be present at regularly scheduled meetings and any such meetings as may be called. Non-performance of duties or non-participation in meetings may be the reason for the Board to remove them from office.

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Article 6. Meetings and Quorum

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Section 6.01 Meetings

Except as otherwise provided, board meetings will be called by the President or Board when necessary or suitable to the activities of the Chapter. The Board shall meet at least six (6) times per year, and at the call of the President.

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Members will be notified of meetings of the Corporation by posting a notice on the website or in the newsletter.

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Section 6.02 Quorum

For Board meetings, 50 percent of the elected and appointed Board of Directors shall constitute a quorum. A vote shall be carried with a simple majority of the voting members at any meeting where a quorum is seated.

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Section 6.03 Meeting Procedures

Unless otherwise provided in these bylaws, Robert’s Rules of Order, newly revised, shall be observed as the rules of procedure for all meetings of the organization and all the duly constituted subdivision, board, and committees thereof.

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Board of Directors may authorize meeting attendance and voting via in-person, audio, or video teleconferencing. Electronic voting for official Chapter business, by the Board of Directors and/or the general membership, is permitted.

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Article 7. Elections

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Section 7.01 Nominations

Members may nominate a member in good standing for office by notifying a Board member verbally, in writing, or electronically. The Board will consolidate nominations and place them on the ballot after confirming with nominees that they agree to run for and serve in office. In the event the membership at large fails to nominate candidates for one or more offices, the Board shall constitute itself as a nominating committee and develop a slate of candidates to present to the membership for election.

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Section 7.02 Ballots

The officers of the Chapter shall be elected by ballot by a majority vote of the members by media approved by the Board. The Board may choose to adopt a system of submitting ballots via electronic means. An electronic ballot method adopted for casting votes must include a method of identifying the member and member number.

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The ballot, voting deadline, and candidacy statements shall be published in the Chapter newsletter and/or website. If Chapter officer nominees are running unopposed after the nomination period ends, elections are not needed and the nominated officers shall assume their duties immediately for their next term. Otherwise, if any candidate on the ballot does not receive a majority vote, the candidate with the lowest number of votes shall be dropped, and another ballot shall be run off between the remaining candidates. This procedure shall be followed until one candidate receives a majority vote. The newly elected officers shall officially assume duties of office immediately after validation.

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Section 7.03 Vacancy

If a vacancy occurs between elections, the vacancy shall be filled by a member appointed by the Board. The Board 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.

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Article 8I. Indemnification

The Directors, Officers, and Members of the Corporation shall not be personally liable for debts or obligations of the Corporation of any nature whatsoever, nor shall any of the property of the Directors, Officers, or Members be subject to the payment of the debts or obligations of the Corporation to any extent whatsoever.

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To the full extent permitted by any applicable law, including Minn. Sat. 317A.521, as may hereafter be amended, the Corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the Corporation, by reason of the former or present capacity of the person as

• Director, Officer, partner, employee or member of a committee of the Corporation; or

• Director, Officer, partner, trustee, employee or agent of another organization or employee benefit plan, who while a Director, officer or employee of the Corporation is or was serving the other corporation at the request of this Corporation or whose duties as a Director, officer or employee of the Corporation involve or involved such service to the other corporation, against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person concerning an employee benefit plan), settlements and reasonable attorney fees and disbursements, incurred by the person in connection with the proceedings.

 

The indemnification provided by this section shall continue as to a person who ceased to be a Director, officer, employee or committee member, shall insure to the benefit of the heirs, executors, and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section. Any indemnification realized other than under this section shall apply as a credit against any indemnification provided by this section.

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The Corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or a member of a committee of the Corporation against any liability asserted against such person and incurred by such person in any capacity.

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The foregoing right of indemnification shall not be exclusive of any other right to which any Director or officer, employee, agent, or committee member may be entitled as a matter of law or which may be lawfully granted to such person.

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All immunities provided by statute, law, and equity or otherwise shall apply to all such persons for any and all claims to the fullest extent possible.

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Article 9. Fiscal Year

The fiscal year of the organization shall commence on January 1st of each year.

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Article 10. Amendments

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Section 10.01 Initiation

Any member of the Chapter may propose an amendment to these bylaws. A proposed amendment to these bylaws must be submitted in writing or by electronic means to the board of directors.

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Section 10.02 Approval by the Board of Directors

If a proposed amendment is approved by a majority of the board of directors, the secretary shall furnish all members of the Chapter with a copy of the proposed amendment by publishing it to the Chapter website. The Chapter membership will have four calendar weeks after publication to review the proposed bylaw changes and provide feedback or recommendations. The membership can provide advanced feedback or recommendations to the board of directors via electronic means using the “Get In Touch” form on the northstarbmw.org/contact-us website.

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Section 10.03 Adoption

The Secretary shall then notify the voting membership who by secret ballot referendum may adopt the proposed amendment by a two-thirds vote of the voting members returning ballots within 45 days of the mailing of such notice. Electronic voting is permitted. No amendment shall become effective until approved by the membership.