ARTICLE I NAME
Section 1: NAME
The name of this club shall be The Badger Bimmers.
ARTICLE II ADDRESS and BOUNDARIES
Section 1: PRINCIPAL ADDRESS
The principal address of the organization shall be P.O. Box 170104, Milwaukee, Wisconsin, 53217.
Section 2: BOUNDARIES
The geographical boundary from which the Club may accept members shall be the state of Wisconsin. The Club may accept local membership applications from national members residing outside of Wisconsin.
ARTICLE III GENERAL OBJECTIVES
Section 1: GENERAL OBJECTIVES
The general objectives of the Club, to which its members are joined together and mutually pledged, shall be furtherance and promotion of the following:
A. The enjoyment of sharing good will and fellowship derived from owning a BMW automobile and engaging in such social events as may be agreeable to the membership and in harmony with the Club’s general objectives.
B. The maintenance of the highest standards of operation and performance of the Marque by sharing and exchanging technical and mechanical information and experiences.
C. The cooperation with other BMW Clubs throughout the country through the exchange of ideas and suggestions, and cooperation with the BMW Car Club of America.
ARTICLE IV POWERS and BADGE
Section 1: POWERS
This region shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the general objectives of the Club as set forth in these By-laws.
Section 2: BADGE
The badge of the Club shall be designated by the Board of Directors, incorporating the BMW emblem, subject to approval by the BMW CCA.
ARTICLE V MEMBERSHIP, DUES and FEES
Section 1: MEMBERSHIP
Membership in this Club shall be restricted to owners or co-owners of BMW automobiles who are eighteen years of age or older, and to such other persons interested in the Club and its objectives as provided in Section 2 (B), (C), and (D) of this Article.
Section 2: CLASSES OF MEMBERSHIP
A. Active Members: Any owner or co-owner of a BMW automobile, who is eighteen years of age or older, having paid the national and local dues and fees as required.
B. Family: Any member of an active member’s family who is eighteen years of age or older, having paid such national and local dues and fees as required.
C. Associate: Any active member who ceases to own or co-own a BMW automobile while member in good standing, having paid such national and local dues and fees as required.
D. Honorary: Any person who, on the affirmative vote of three-quarters of the Board of Directors, is deemed to merit recognition for outstanding interest in or service to the Club and the objectives for which the Club stands.
Section 3: MEMBERSHIP APPLICATIONS
Applications for membership shall be made in the manner and upon such forms as may be prescribed by BMW CCA.
Section 4: DUES
Annual dues for active, family and associate members shall be determined from time to tire by BMW CCA Board of Directors.
Section 5: MEMBERSHIP YEAR
The membership year shall terminate on the anniversary of the initial application. Membership will terminate on notice from BMW CCA.
Section 6: PRIVILEGES OF MEMBERS
Members in good standing shall be entitled to all of the privileges of the Club, excepting that Associate and Honorary members shall not be entitled to vote nor shall they be eligible for holding office. Family members shall be entitled to vote and hold office.
In the event of dissolution of this Club, and the payment of its liabilities, its remaining assets, if any, shall be divided equally among the active members thereof in good standing. Family, associate and honorary members shall have no property rights upon dissolution.
Section 7: SUSPENSION and EXCLUSION FROM MEMBERSHIP
Any member may be suspended by two-thirds vote of the Board of Directors of the Club for good cause which shall constitute action or inaction detrimental or inimical to the general objectives of the best interests of the Club and its reputation. Before suspension or exclusion, the member shall be notified by or at the request of the Board of Directors and shall have the right to present evidence to the Board pertaining to such charges as may have been made against him. Any member ordered suspended by the Board shall have the right of appeal to the Club membership at any annual or special meeting called for that purpose.
Section 8: RESIGNATIONS
Any member may resign by addressing a letter of resignation to the Secretary o’ the Club. His/her resignation shall become effective upon receipt by the Secretary of such notice and all Club privileges and rights of such membership shall be terminated forthwith. However, such resignation shall not relieve the said member from payment of any delinquent dues.
ARTICLE VI BOARD OF DIRECTORS
Section 1: BOARD OF DIRECTORS
The officers of this Club shall be President, Vice President, Secretary and Treasurer as elected by the general membership.
A. No person may hold more than one office at one time and no board member shall be eligible to hold the same office for more than two consecutive terms.
B. No board member may continue in office if he/she shall move his residence beyond the region of this Club as defined by the By-laws or other action of BMW CCA.
C. Board members shall serve for a term of two years, unless removed by the Board of Directors, and such term shall begin and end at the Annual meeting/dinner in January with the announcement of the election results.
D. It shall be the responsibility of the Board of Directors to determine all matters of Club policy. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club and the fulfillment of duties by Officers, and compliance with these By-laws and By-laws of BMW CCA.
E. The Board of Directors shall consist of eleven active members. This shall include the four officers as listed in Article VI, Section 1 plus four members elected at large and one liaison each from the Madison and Fox Valley areas. The eleventh position is to be filled by the immediate past president or in the absence of an immediate past president, by a fifth elected officer. At a meeting of the Board of Directors, six (6) of the Board being present or on conference call will constitute a quorum.
F. The Board of Directors shall be elected in alternating years as follows:
On each odd year, elections will be held for President, Treasurer and two board members and the Madison liaison. Additionally, a 5th officer will be elected for one year if the immediate past President is absent.
On each even year, elections will be held for Vice-President, Secretary and two board members and the Fox Valley liaison. Additionally, a 5th officer will be elected for one year if the immediate past President is absent.
ARTICLE VII ELECTION OF BOARD OF DIRECTORS
Section 1: NOMINATING COMMITTEE
At least sixty days prior to the date set for the Annual meeting, the President shall have appointed a Nominating committee consisting of three active members in good standing, none of whom shall be candidates for election. The nominating committee shall canvas the membership roll and interview members for the purpose of composing and proposing a slate of eligible members willing to serve on the Board of Directors. Said slate of nominees shall be announced at the November Board Meeting to the general meeting of members and be put to a vote as herein provided.
Section 2: NOMINATIONS BY MEMBERS
At the regular November meeting nominations will be accepted from any other member in good standing.
Section 3: BALLOTS
Voting for Board of Directors and Officers shall be by ballot at the annual meeting by members in good standing. The ballots shall be distributed through the club publication, BIMMER IMMER, as a special insert. Ballots are to be returned to the chairman of the nominating committee up to and including the evening of the Annual Dinner. Final counts will be tallied by the nominating committee at the annual dinner. Announcement of the election results and seating of the Board will commence after dinner during the ceremony/awards portion of the evening.
Section 4: VACANCIES and REMOVALS
Any member of the Board of Directors may be removed by a vote of not less than two-thirds (2/3) of the membership of the entire Board of Directors. Such removal shall be made for good cause only. Should any member of the Board of Directors absent himself from three (3) consecutive meetings of the Board of Directors without justifiable cause thereof, this shall constitute one of the causes for such removal. Any vacancy occurring in the Board of Directors may be filled by an appointee if the majority of the Board of Directors agree for a period ending at the next regular annual meeting.
ARTICLE VIII DUTIES OF OFFICERS
Section 1: DUTIES OF PRESIDENT
The President shall preside at all meetings of the members and the Board of Directors and shall perform the duties usually appertaining to his/her office. S/he may call special meetings of the membership upon fifteen days notice in writing to each member. He shall be the chief executive officer of the Club. In the absence of the President, or in the event of his death, resignation, disability or disqualification, his duties shall be performed by the Vice President. The President shall represent the Badger Bimmers chapter at all national/regional conferences. S/he will also communicate to the members in each newsletter published.
Section 2: DUTIES OF THE VICE PRESIDENT
The Vice President shall assist the President in the conduct of the administrative affairs of the Club and perform such other duties as may be assigned him/her by the President or the Board of Directors. The Vice President shall stand first in succession in the event of the President’s death, resignation, disability or disqualification. The Vice President shall be in charge of all insurance matters for the Badger Bimmer Chapter’s social and driving events. S/he will be responsible for obtaining the necessary certificates for each event.
Section 3: DUTIES OF THE SECRETARY
The Secretary shall attend all meetings of the members and Board of Directors, and shall report full and complete minutes of the proceedings and votes in books meant for that purpose. The Secretary shall have custody of the Club’s records. In the event of the Secretary’s death, resignation, disability, or disqualification, the Board of Directors may appoint a successor. Approved minutes will be submitted to the webmaster for publishing.
Section 4: DUTIES OF THE TREASURER
The Treasurer shall have custody of all money and assets belonging to the Club. He shall receive all monies of the Club and deposit them to the Club’s account in a bank designated by the Board of Directors. He shall have direct control over supervision of all Club assets and of all payments of all Club debts and obligations. He shall insure strict compliance with these By-laws in all matters pertaining to the financial affairs of the Club.
The Treasurer shall maintain accurate books of the account which shall properly reflect the true and correct financial status of receipts, disbursements, balances, assets and liabilities of the Club. The treasurer will fulfill all tax obligations and filings on time and report such to the national office when due. All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer and by such other Officer or Officers as may be designated from time to time by resolution adopted by the Board of Directors. In the event of the death, resignation, disability, or disqualification of the Treasurer, the Board of Directors shall appoint a successor to complete his term.
Section 5: FURTHER DUTIES
It shall be the further duty of all members of the Board of Directors to keep in constant contact with the National Secretary to maintain liaison with other BMW Clubs in the United States and abroad.
All board members and officers will write two articles for the Bimmer Immer each year.
The Madison and Fox Valley liaisons will be voting members of the Board of Directors. Each is responsible for organizing one chapter board meeting per year in their respective locations. The Madison area board meeting will be held in March and the Fox Valley area board meeting will be in October unless otherwise changed by the Board of Directors. Each liaison will also organize a spring clean up and other activities for the club members in their respective area.
ARTICLE IX COMMITTEES
Section 1: OTHER COMMITTEES
There shall be such committees as may be appointed by the Board of Directors, without limit as to members or purpose consistent with other provisions of these By-laws and of the objectives of the Club.
* Speed events committee
ARTICLE X MEETINGS OF MEMBERS
Section 1: ANNUAL MEETING
The annual meeting of members shall be held during the month of January at such time and place as the Board of Directors may determine after due consideration for the convenience of the members, for the purpose of discharging the outgoing Board of Directors, installing the new Board of Directors as per the election results, and the transaction of such other business as may come properly before the Board.
Section 2: REGULAR MONTHLY MEETINGS
Regular monthly meetings of members shall be held at such time and place as the Board of Directors may determine.
Section 3: SPECIAL MEETINGS
Special meetings of the members may be called by the President, by a majority of the Board of Directors and upon written notice to the membership at least fifteen days prior to such meeting.
Section 4: CONDUCT OF MEETINGS
A. Meetings of members shall be presided over by the President of the Club, or in his absence, by the Vice President, or, in the absence of both, by a member of the Board of Directors. The Secretary of the Club shall act as Secretary at all meetings of members. In his absence, the presiding officer shall appoint another person to act as Secretary at the meeting.
B. Meetings shall be governed by Roberts’ Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent, or in conflict with these By-laws.
Section 5: NOTICE OF MEETINGS
A notice stating the time, place and date and purpose of any meeting of the members shall be mailed to the membership not less than fifteen days prior to such meeting.
Section 6: PROXIES
Members entitled to vote on any issues shall not be permitted to vote or act by proxy.
ARTICLE XI MEETINGS OF THE BOARD OF DIRECTORS
Section 1: REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at least once a month at such time and place as may be convenient to the Board. The first meeting shall be within the time following their election as hereinbefore provided.
Section 2: SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President or in his absence by the Vice President or if he fails to act by any four (4) Directors at such time and place as may be designated in the notice thereof. Notice of regular and special meetings shall be given by the Secretary not less than seven (7) days prior to the date of such meeting.
Section 3: CONDUCT OF MEETINGS
Rules governing the Board of Directors shall be in accordance with Roberts’ Rules of Order which shall prevail, except as may otherwise be provided in the By-laws.
Section 4: QUORUM
Six (6) Board members present or on conference call at any meeting shall constitute a quorum for the transaction of business.
ARTICLE XII AMENDMENT OF BY-LAWS
Section 1: AMENDMENT OF BY-LAWS
These By-laws may be amended by a majority of the votes cast in a referendum of the membership which shall be conducted by mail.
Section 2: PROPOSED AMENDMENTS
The Board of Directors or any ten or more members in good standing may propose amendments to these By-laws. Amendments proposed by ten or more members shall be submitted to the Secretary in writing and shall be signed by each member.
Section 3: NOTICE OF PROPOSED AMENDMENTS AND REFERENDUM
The Board of Directors shall notify the membership by mail, published in the Immer or email of the proposed amendments, together with an explanation of the amendment and the need therefore by its sponsors.
