NORTH STAR CHAPTER BMW Car Club of America BYLAWS
Article 1. Name
NORTH STAR CHAPTER BMW Car Club of America. (Hereafter referred to as "the Club.")
Article 2. Purpose
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 classes, publications, and activities related to motor touring.
Article 3. Location
Meetings will be held at a location chosen by the President or the Board of Directors. For Corporate matters, the address of the Club shall be the Registered Office of the Corporation on file in the office of the Minnesota Secretary of State.
Article 4. Membership
Membership in the Club shall be automatic for any person joining the national club (BMW CCA).
Article 5. OFFICERS AND DIRECTORS
Section 1. The Corporation shall have a President, Executive Vice‑President, Secretary and Treasurer.
Section 2. The Board shall consist of the officers and at least one at-large member who assist in coordination of club activities.
Section 3. Terms of Directors and officers. Except for the specified term of officers and board members elected to complete a un-expired term every officer and board member shall be elected for a term of two (2) years and shall serve until his or her successor is elected and qualified; provided, an officer and board member may be elected to any number of consecutive, full two-year terms. The members of the board of directors shall be divided into two classes as nearly equal in number as possible so that the terms of office of approximately one-half of the members of the board of directors shall expire each year. Officers and board members holding office at the time of the adoption of these By-laws by the board of Directors shall serve a full two-year term of office as defined by this section according to their appointment by the articles of Incorporation herein.
Section 4. Any officer shall have the right to resign by submitting a resignation in writing to the Board.
Section 5. The President shall officiate at all meetings. The Executive Vice-President shall officiate in the absence of the President. The Secretary shall maintain minutes of all meetings, carry on all correspondence, keep all current Club records and perform other duties as assigned by the Board. The Board may appoint voting members to assist the Secretary as necessary. The Treasurer shall be responsible for all funds, making expenditures, which are authorized by the Board, and is required to submit a report of treasury at the annual meeting. No person shall incur an obligation to, nor commit the credit of the Club, except as specifically authorized by the Board.
Section 6. An officer may be removed from office by a 2/3 vote of a Quorum of the Board of Directors present at a duly designated meeting, after thirty (30) days advance written notice of reasons for removal.
Section 7. 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 reason for the Board to remove them from office.
Article 6. Elections
Section 1. Any member may nominate a member in good standing to serve as an and officer or director by submitting a written nomination with both the nominee and the nominating member, countersigned by both.
Section 2. The Board of Directors may appoint a nominating committee (consisting of voting members), which may nominate any candidates for office. The report of the nominating committee will be made to the membership at least thirty (30) days before the annual meeting. All nominees for office must have been members in good standing for at least six months prior to the annual meeting. Candidates for President must have prior service as a member of the Board of Directors in order to be eligible to serve as President or other additional experience determined by the board of directors.
Section 3. Election of officers will be held at the Annual Meeting. Ballots must be mailed to the membership at least 21-days prior to the date of the Annual Meeting. Ballots may be mailed in the newsletter. In order to be counted, ballots must be received at the designated location no later than the date of the annual meeting. 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 next scheduled Meeting to witness a coin toss to determine the winner.
Section 4. If a vacancy occurs between elections, a voting member appointed by the Board of Directors shall fill the vacancy. 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.
Article 7. Meetings
Section 1. Except as otherwise provided, the President or Board will call meetings when necessary or suitable to the activities of the Club.
Section 2. The Board shall meet at such times as they may by vote determine, or at the call of the President at least annually.
Section 3. Quorum and Adjourned Meetings. At all meetings of the board of directors, a quorum sufficient for the transaction of business shall consist of one-third (1/3) of the directors. If, however, a quorum is not present at any such meeting, the director or directors present shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.
Section 4. The Secretary or an appointee shall notify all members of all general meetings of the Corporation by written notice, mailed postpaid or e-mailed, to each member at least five (5) days before meeting time. The Secretary shall notify all directors of meetings by similar notice.
Section 5. Roberts Rules of Order shall be the parliamentary authority of the club.
Section 6. The president shall convene a meeting of the membership at least annually.
Article 8. Corporation Powers
Section 1. Except as herein otherwise provided, the Board shall exercise all powers of management of the corporation.
Section 2. 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.
Section 3. It shall be the policy of the Board to consult 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. Contracts. The board of directors may authorize any officer or officers, agents or agents, of the Corporation to enter into any contract, or execute and delivery any instrument, in the name and behalf of the Corporation. Any such authority may be general or confined to specific instances, and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or to any amount.
Section 5. Loans and Pledges. No loans shall be contracted nor pledges or guarantees given on behalf of the Corporation unless specifically authorized by the board of directors.
Section 6. Authorized Signatures. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such person or persons and in such manner as shall be from time determined be the board of directors and these By-laws.
Section 7. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may designate and shall be disbursed under such general rules and regulations as the board of directors may from time to time determine.
Article 9. 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.
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
(a) a Director, Officer, partner, employee or member of a committee of the Corporation; or
(b) a 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 with respect to an employee benefit plan), settlements and reasonable attorney fees and disbursements, incurred by the person in connection with the proceedings.
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.
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.
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.
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.
Article 10. Fiscal Year
The fiscal year for each year shall be the calendar year.
Article 11. Amendments
An amendment to these bylaws may be proposed to the membership by:
(a) a 3/4 vote of the Board of Directors at any time; or
(b) any two or more voting members if their proposed amendment carries a regular Board of Directors meeting by a 2/3 vote of the Board members present.
In either case the Secretary shall then notify the voting membership who by secret ballot referendum may adopt the proposed amendment by a 2/3 vote of the voting members returning ballots within 30 days of the mailing of such notice. No amendment shall become effective until approved by the membership.