THE REGULATIONS OF THE
VINTAGE BMW MOTORCYCLE OWNERS, INC.
ARTICLE I – NAME
Dated: January 29, 2021
The “Vintage BMW Motorcycle Owners, Inc.” is an Ohio nonprofit corporation and may be abbreviated “VBMWMO.”
ARTICLE II – LOCATION OF OFFICE
The principal office of the Vintage BMW Motorcycle Owners, Inc. shall be: 700 Tennis Ave., Ambler, PA 19002. The Board, by simple vote, may change the location.
ARTICLE III – PURPOSE
The Vintage BMW Motorcycle Owners, Inc. shall be dedicated to the preservation and enjoyment of classic, vintage, and antique motorcycles developed, manufactured, marketed, or sold by Bayerische Motoren Werke AG (“BMW”).
The Vintage BMW Motorcycle Owners, Inc. operates exclusively for pleasure, recreation, and other non-profit purposes, as contemplated by Section 501(c)(7) of the Internal Revenue Code of 1986.
The Vintage BMW Motorcycle Owners, Inc. may conduct any other activities, including but not be limited to:
- Establishing and operating a Vintage BMW Motorcycle Owners Club (“Club”) and creating various classes of membership with corresponding benefits, privileges, and dues.
- Publishing a newsletter and operating a web site and any other media outlets for furthering the purposes of the Vintage BMW Motorcycle Owners, Inc. or its Club.
- Furthering knowledge regarding owning, operating, preserving, repairing, restoring, and studying BMW motorcycles, their history, design, and manufacture.
- Sponsoring and/or organizing events and rallies related to motorcycling.
- Advertising and promoting BMW-related events and rallies.
- Sponsoring clinics on the restoration, preservation, and operation of BMW motorcycles.
ARTICLE IV – MEMBERSHIP – BOARD OF TRUSTEES
The initial Members of the Vintage BMW Motorcycle Owners, Inc. shall be the initial Directors named in the Original Articles of Incorporation.
Thereafter, the Members of the Vintage BMW Motorcycle Owners, Inc., who shall be the sole Voting Members thereof, shall be the Board of Trustees elected at the Annual Meeting of the Vintage BMW Motorcycle Owners, Inc.
The Vintage BMW Motorcycle Owners, Inc. shall have a Board of Trustees of seven Trustees.
The Board shall direct the Vintage BMW Motorcycle Owners, Inc. and shall ensure that the Vintage BMW Motorcycle Owners, Inc. fulfills its purpose.
Trustees are volunteers and do not receive direct compensation for their duties. The Board of Trustees may decide to compensate Trustees for expenses incurred in fulfilling their duties.
ARTICLE V – OFFICERS AND AGENTS
From the Board of Trustees, the Trustees shall elect a President, Vice President, Secretary, and Treasurer.
Officers are volunteers and do not receive direct compensation for their duties. The Board of Trustees may decide to compensate Officers for expenses incurred in fulfilling their duties.
A member of the VBMWMO Board, or trustees, may not hold a position of influence in an entity that might be construed as a competitive organization, to avoid any conflict of interest.
President
The President shall be the Chief Executive Officer of the Vintage BMW Motorcycle Owners, Inc. The President shall call meetings of the Board of Trustees and lead them. The President shall have, subject to the advice of the Trustees, general charge of the business of the Vintage BMW Motorcycle Owners, Inc. The President and Secretary shall execute all Vintage BMW Motorcycle Owners, Inc. contracts and instruments that the Board of Trustees has approved. The President and the Treasurer shall execute all Vintage BMW Motorcycle Owners, Inc. checks, encumbrances, and other financial instruments that have a value above $200.00.
Vice President
The Vice President shall be vested with the powers and shall perform the duties of the President if the President is unavailable or unable to do so. The Vice President shall perform such other duties as directed by the President.
Secretary
The Secretary shall keep the minutes of all official meetings of the Board of Trustees and shall cause notice of all meetings of Board of Trustees to be given to the Trustees. The Secretary is responsible for keeping the current Regulations, legal documents, policies, operational procedures, and any other papers of the Vintage BMW Motorcycle Owners, Inc. and for maintaining and keeping the Vintage BMW Motorcycle Owners Club membership rolls and information. The Secretary shall execute, with the President, all Vintage BMW Motorcycle Owners, Inc. contracts and instruments that the Board of Trustees has approved. The Secretary shall perform such other duties as directed by the President.
Treasurer
The Treasurer shall receive and deposit all funds of the Vintage BMW Motorcycle Owners, Inc. and the Vintage BMW Motorcycle Owners Club in the accounts selected by the Board of Trustees. The Treasurer shall account for all receipts, disbursements, and balances on hand and shall keep and maintain the financial books of the Vintage BMW Motorcycle Owners, Inc. and the Vintage BMW Motorcycle Owners Club and ensure the timely filing of any legally-required financial information. The Treasurer shall provide a quarterly financial report of the Vintage BMW Motorcycle Owners, Inc. and the Vintage BMW Motorcycle Owners Club to the Board of Trustees quarterly. The Treasurer shall execute all checks, encumbrances, and other financial instruments of the Vintage BMW Motorcycle Owners, Inc. when the value is $200.00 or more. When the value is above $200.00, the Treasurer and the President shall execute all checks, encumbrances, and other financial instruments of the Vintage BMW Motorcycle Owners, Inc. An annual audit will be conducted within the first two months of the beginning of the calendar year. An audit committee shall be comprised of the President, and 1 or 2 other members of the Board of Trustees, but NOT the current or past Treasurer. The current or past Treasurer shall be available only for the purpose of answering questions. The Treasurer shall perform such other duties as directed by the President.
Agents
The President may assign Agents to perform specific tasks or duties. An Agent may be an employee of the Vintage BMW Motorcycle Owners, Inc., an independent contractor, or a volunteer and need not be a Member of the Vintage BMW Motorcycle Owners, Inc. or its Club. Such Agents serve at the pleasure of the President and may be relieved at any time without cause.
ARTICLE VI – ELECTIONS AND TERMS OF OFFICE
Board of Trustees
The Board of Trustees of the Vintage BMW Motorcycle Owners, Inc. shall be elected at each Annual Meeting of the Vintage BMW Motorcycle Owners, Inc. and serve until the next Annual Meeting.
A Trustee may resign from the Board by submitting a written, signed letter of resignation to the Secretary or by mailing it to the office of the Vintage BMW Motorcycle Owners, Inc.
A Trustee may be removed from the Board of Trustees by a two-thirds majority vote of the other Trustees. No cause need be given for removal.
When a Trustee vacancy occurs, the Board of Trustees shall elect a new Trustee at a Meeting of their earliest convenience. A majority of the Trustees is required to confirm the new Trustee.
A Trustee may be considered Derelict in his or her duties by failing to attend at least 3 of any 5 sequential Regular Meetings. At the following Regular Meeting, the Trustees shall vote on the removal of the Derelict Trustee. A majority of the other Trustees shall be sufficient to remove the Derelict Trustee. No notice of such possible action is required.
Corporate Officers
At the Annual Meeting, the Board of Trustees shall elect each Officer by majority vote. Officer terms run from January 1st through December 31st of the year following their election.
An Officer may resign by delivering a written, signed resignation letter to the Secretary or by mailing such a letter to the office of the Vintage BMW Motorcycle Owners, Inc.
The Board of Trustees may remove an Officer from office by a majority vote of the Board of Trustees. No cause need be given.
In the event of a vacancy, the Board of Trustees shall elect, by majority vote, a replacement to finish the term at a Meeting held at its earliest convenience. The new Officer shall assume office immediately.
ARTICLE VII – MEETINGS
The Board of Trustees of the Vintage BMW Motorcycle Owners, Inc. shall hold at least one Annual Meeting in the fourth calendar quarter of each year and one Quarterly Meeting in each of the other three quarters of the year, all of which shall be considered “Regular Meetings.” The Annual Meeting shall be held the first Thursday in January at 7:30 pm EST. Regular Meetings shall be held the first Thursday of April, July, and October at 7:30 pm EST. Meeting times and dates may be changed by a majority vote by the Board of Trustees.
A meeting open to all current members shall be held by zoom or equivalent, a Saturday in February. Notification to members shall be made as appropriate.
At the Annual Meeting, the Trustees will, at a minimum, vote to choose Officers, consider reports laid before such meeting, and approve the next year’s budget.
Special Meetings may be called from time to time. In addition to the President, a quorum of Trustees may call a Special Meeting.
Location
Regular and Special Meetings may occur at the principal office or any other location. They may also be conducted by telephone, electronic conference call, or authorized communications equipment. Provision shall be made to allow Trustees to participate in all meetings by electronic conference call.
Notice
All Regular Meetings must have at least 14 days notice and Special Meetings shall have at least 3 days notice. First class mail or positively confirmed telephone or email to each Trustee shall constitute sufficient notice of a meeting.
Quorum
All Meetings require a quorum of the Board of Trustees to be present. A quorum is constituted of more than 50% of the Board of Trustees.
ARTICLE VIII – PARLIAMENTARY PROCEDURE
The Vintage BMW Motorcycle Owners, Inc. shall employ the most recent edition of Roberts Rules of Order.
ARTICLE IX – COMMITTEES
The Board of Trustees may create temporary or Standing committees and designate the duties, powers, and authorities of such committees. Standing Committees shall be renewed annually by a vote of the Board of Trustees. The President is a defacto member of all committees created by the Board of Trustees. The Board may appoint Trustees and non-Trustees to a committee, but the Chair of each committee shall be a Trustee.
ARTICLE X – PUBLICATIONS AND OTHER MEDIA
The Vintage BMW Motorcycle Owners, Inc. or its Club may publish a magazine to include information, rules, and notices relating to the Vintage BMW Motorcycle Owners, Inc. or its Club. The Vintage BMW Motorcycle Owners, Inc. or its Club may also publish such information in other ways, particularly on one or more web sites.
The Vintage BMW Motorcycle Owners, Inc., on August 25, 2020, entered into a written agreement with Bob (Snowbum) Fleischer to preserve and maintain his website. A copy of that signed agreement is a permanent part of these Bylaws, as Addendum 1.
ARTICLE XI – CLUB MEMBERSHIP
In the event that Vintage BMW Motorcycle Owners, Inc. creates a Club, membership therein shall be open to any person who voluntarily expresses an interest in becoming a member, and has paid the dues at the then current rate.
All Trustees and Officers shall be current Members of the Club and shall maintain their membership as a condition of their office, paying dues for their membership at the then prevailing rate.
The Board of Trustees shall operate the Club. The Board of Trustees may create and revise various classes of Club membership with changeable benefits, privileges, and dues. Club membership may include a subscription to Club’s publications. Changes and notification of current dues may be given in Club’s publications and through other media outlets. Club members will be notified of the prevailing rates when their membership is about to expire.
The Board of Trustees may choose to offer an associate class of Club membership, at a different rate than for regular Club membership, to the family or household of current Club members.
The Board of Trustees may choose to honor worthy people for any reason it sees fit and may offer them a limited-length, free, honorary Club membership.
All Club members, guests, and non-members, whether at a sanctioned or non-sanctioned Vintage BMW Motorcycle Owners, Inc. or Club ride, rally, or event, shall ride and participate at their own risk. The Vintage BMW Motorcycle Owners, Inc. and its Trustees, Officers, Agents, and Club members are not or will not be responsible for any accidents, injuries, or damages incurred or claimed. This waiver of liability is a condition of Club membership.
Any Club member’s membership may be revoked at any Meeting of the Board of Trustees by a minimum of two-thirds vote of the Board. No cause need be given.
ARTICLE XII – INDEMNIFICATION
When acting in an official capacity for the Vintage BMW Motorcycle Owners, Inc., any Trustee, Officer, or Agent involved in litigation or arbitration by reason of his or her position as a Trustee, Officer, or Agent of the Vintage BMW Motorcycle Owners, Inc. shall be indemnified and held harmless by the Vintage BMW Motorcycle Owners, Inc. to the fullest extent authorized by law.
The Vintage BMW Motorcycle Owners, Inc. may amend this Article only if such amendment does not retroactively lessen the indemnification provided to anyone.
ARTICLE XIII – AMENDMENT TO REGULATIONS
The Regulations of the Vintage BMW Motorcycle Owners, Inc. may be amended, altered, or repealed by the Board of Trustees by a two-thirds majority vote of the Trustees, provided that 30 days notice has been given to Board members prior to voting.
Adoption and approvals
Adopted by the Board of Trustees on January 29, 2021.
Mac Kirkpatrick, President; Digital acceptance and approval.
Todd Trumbore, Vice-President; Digital acceptance and approval.
James Wonder, Secretary; Digital acceptance and approval.
Greg Hutchinson, Treasurer; Digital acceptance and approval.
Roland Slabon, Trustee; Digital acceptance and approval.
Lee Deyoung, Trustee; Digital acceptance and approval.