BYLAWS OF THE IOWA CHAPTER BMW CCA
The Iowa Chapter BMW CCA, a chapter of the BMW Car Club of America, Inc., is incorporated as a not-for-profit corporation in the State of Iowa.
The name of this organization shall be the Iowa Chapter BMW Car Club, also referred to as Iowa Chapter BMW CCA, Iowa Chapter BMW Club and/or Iowa Chapter.
In so far as permitted, to non profit corporations, under the laws of the State of Iowa, to promote interest in motoring, touring activities, and to encourage safe and skillful driving through classes, publications, and activities related to motor touring, including the purchase, rental, and leasing of all kinds of property, real and mixed for carrying out such activities.
Board and General Membership Meetings will be held at a location chosen by the Board of Directors. The location of the principal office of this corporation shall be Polk County Iowa.
Section 1. Qualification. Membership is limited to individuals who have shown themselves to be interested in the purposes and aims of this organization and who are members in good standing of the BMW CCA, Inc., national organization.
Section 2. Removal of Member. If a two-thirds majority of the Board deems that a member or associate member has demonstrated actions that are not in the best interests of the Iowa Chapter BMW Club, the President will petition the BMW CCA National Board to remove the member from the Iowa Chapter BMW Club. Said petition may or may not include a recommendation that the National Board consider expulsion of said member from BMW CCA.
Section 3. Membership Benefits. Subject only to such limitations otherwise set out herein, members shall be entitled to the following benefits:
- Voting Rights
- Eligibility to be elected to Board of Directors
- Eligibility to hold office in the organization
- Right to receive all publications of the organization
- Right to nominate members to serve as officers or members of the Board of Directors
BOARD OF DIRECTORS
Section 1. Nominations and Vacancies. 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 office, the Board shall constitute itself as a nominating committee and develop a slate of candidates to present to the membership for election.
Election of officers will be held by secret ballot, which will be tallied 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 returned by mail prior to the date specified, or brought to the annual meeting personally by the voting member.
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.
OFFICER AND BOARD MEMBERS
Section 1. Number and Term of Office of Directors. The Corporation shall have as elected officers a President, Vice President, Secretary, Treasurer, and no less than two board members-at-large. The number of members-at-large shall be determined by the Board of Directors prior to each nominating period.
The President, with approval of a majority of the Board, may appoint chapter members to any or all of the following positions: Communications Director, Newsletter Editor, Web Master, Social Media Coordinator, Social Events Coordinator, Driving Events Coordinator, and Membership Chairman. Such positional appointees may, with the approval of a majority of the Board, also be appointed to serve as members of the Board with all the rights and privileges of Board members-at-large. 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.
In addition to the elected officers and directors, and any appointed directors, the immediate Past President shall serve on the Board of Directors in an ex-officio capacity.
All officers and directors must be members in good standing.
Officers and Board members shall hold office for a period of one year that shall run from the time election results are tallied and announced, until the time the subsequent election results are tallied and announced, or for the period of time which exists between successive annual meeting dates.
Section 2 Resignations. Any officer shall have the right to resign by submitting a resignation in writing to the Board.
Section 3. Powers, duties and responsibilities.
Section 3.1 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 pertain 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.
Section 3.2 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.
Section 3.3 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 in accordance with BMW CCA policies and procedures. Treasurer is also responsible for submitting any and all required local, state and federal financial reports and/or tax returns.
Section 3.4 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.
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, any and all contracts or agreements authorized by the Board of Directors. The Secretary shall have custody of the corporate seal, if any, of the organization and shall have charge of such books, documents and papers as the Board of Directors may determine. 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.
Section 4 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 Club. Failure to consult with members shall not affect any vote of the Board.
Section 5. Removal from Office. 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.
MEETING AND QUORUMS
Section 1. Except as otherwise provided, board meetings will be called by the President or Board when necessary or suitable to the activities of the Club. The Board shall meet at least six (6) times per year, and at the call of the President.
Section 2. All members will be notified of all general meetings of the Corporation by posting a notice in the newsletter, electronically or mailing a separate written notice to each member at least five days before meeting time. A general membership meeting will be held annually and at other times when deemed necessary by the Board of Directors.
Section 3. For the purpose of a general meeting, twelve voting members shall constitute a quorum. For the purpose of Board meetings, 50 percent of the elected and appointed officials shall constitute a quorum.
Section 4. Unless otherwise provided in these bylaws, Robert’s Rules of Order, newly revised, shall be observed as the rules of procedure for all meeting of the organization and of all the duly constituted subdivision, board and committees thereof.
Section 5. Electronic voting for official club business, by the Board of Directors and/or the general membership, is permitted.
NONLIABILITY AND INDEMNIFICATION
Section 1. Nonliability: A director, officer, employee, member or other volunteer of the organization is not liable on the organization’s debts or obligations, and a director, officer, employee, member or other volunteer is not personally liable in that capacity for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the organization, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.
If this limitation of liability is too broad, then the above provisions shall be enforced to the fullest extent as provided by law.
If Iowa law is hereafter changed to permit further elimination or limitation of the liability of directors, officers, employees, members or other volunteers for monetary damages to the organization, then the liability of such director, officers, employee, member or other volunteer of this organization shall be eliminated or limited to the full extent then permitted. The directors, officers, employees, members or other volunteers of this organization have agreed to serve in their respective capacities in reliance upon the provision of this Article.
Section 2. Indemnification: This organization shall indemnify directors, officers, employees, members or other volunteers of this organization, and each director, officer, employee, member or other volunteer of this organization who is serving or who has served, at the request of this organization, as a director, officer, partner, trustee, employee or agent of another organization, partnership, joint venture, trust, or other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorneys’ fees, judgments, penalties, fines, settlements and reasonable expenses, actually incurred by such director or person relating to such person’s conduct as a director, officer, employee, member or other volunteer of this organization or as a director, officer, partner, trustee, employee or agent of another organization, partnership, joint venture, trust, other enterprise or employee benefit plan, except that the mandatory indemnification required by this sentence shall not apply 1) to a breach of such person’s duty of loyalty to the organization, 2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, 3) for a transaction from which such person derived an improper personal benefit or against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the organization, or against expenses in any such case where such director shall be adjudged liable to the organization.
The fiscal year of the organization shall commence on January 1st of each year.
AMENDMENTS TO BYLAWS
An amendment to these bylaws may be proposed to the membership by:
a) a three-fourths vote of the Board at any time; or
b) any two or more voting members if their proposed amendment carries a regular Board meeting by a two-thirds 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 two-thirds vote of the voting members returning ballots within 45 days of the mailing of such notice. No amendment shall become effective until approved by the membership.
DISSOLUTION OF THE CORPORATION
Upon dissolution of the corporation, none of its properties or funds will benefit any non-charitable organization, as defined by the IRS. Notice of intent to dissolve will be provided to the membership and BMW CCA, Inc. at least thirty days prior to the date of dissolution.
Approved by Board of Directors December 4, 1999
Approved by membership January 22, 2000
Amended by membership February 1, 2003
Amended and restated by membership March 2011