MotorCity Chapter Bylaws

 

RESTATED BYLAWS

OF

MOTOR CITY CHAPTER – BMW CCA


I

NAME AND PURPOSES


1.1NAME. The name of the corporation is Motor City Chapter – BMW CCA (the Club).


1.2PURPOSES. The Club’s purpose is to enhance the BMW ownership experience for members by providing publications, services, support, information, and activities that promote camaraderie and encourage social awareness and individual responsibility.


1.3NONPROFIT OPERATION. The Club shall be operated exclusively within the meaning of section 501(c)(7) of the Internal Revenue Code of 1986, as amended (the Code) as a nonprofit corporation.


II

MEMBERS


2.1MEMBERSHIP BASIS. The Club is organized on a nonstock, membership basis.


2.2QUALIFICATIONS FOR MEMBERSHIP. Membership in the Club is open to all members of the BMW Car Club of America, Inc.


2.3REMOVAL OF MEMBERS. Any member may be removed by the affirmative vote of two-thirds of the directors then in office for actions the directors determine to be not in the Club’s best interest. The judgment of the directors on this matter is subject to their sole discretion and shall be final.


2.4ANNUAL MEETING. The annual meeting of the members shall be held on a date in December to be determined by the board of directors each year. At the annual meeting, the members shall elect one class of directors and consider such other business as may properly be brought before the meeting.


2.5SPECIAL MEETINGS. Special meetings of the members may be called by the board of directors and shall be called by the Secretary upon the written request of at least 25 members.


2.6NOTICE OF MEETINGS OF THE MEMBERS. Notice of the time and place of all meetings of the members shall be given to the members not less than ten and not more than 60 days before the date of the meeting. Notice of a special meeting shall state the purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. Any member may waive notice of any meeting in writing before or after the meeting.


2.7MANNER OF NOTICE. Notice of meetings of the members shall be given as follows:


(a)by written notice given personally, by mail, or by electronic transmission; or


(b)by including the notice, prominently displayed, in a periodical regularly published at least semiannually by the Club and addressed and mailed, postage prepaid, to members entitled to vote at the meeting.


2.8QUORUM AND VOTING REQUIREMENTS. The members present in person or by proxy at a duly-called meeting constitute a quorum for the transaction of business. The vote of a majority of the members present at any such meeting shall be the act of the members, except as a larger or other vote may be required by the laws of the State of Michigan, these bylaws, or the articles of incorporation.


III

BOARD OF DIRECTORS


3.1BOARD OF DIRECTORS. The Club’s business shall be managed by a board of directors. The board of directors shall meet as often as necessary to conduct the Club’s business, but at least once each 90 days.


3.2NUMBER AND ELECTION OF DIRECTORS. The board of directors shall consist of not less than five and not more than nine persons, as the board shall determine from time to time. Directors shall be elected for a term of two years (or until their successors have been elected) and shall be eligible for re-election. To establish a staggered board, the directors shall be divided into two classes, with each class to be as nearly equal in number as possible. One class of directors shall be elected by the vote of the members at each annual meeting of the members.


3.3QUALIFICATIONS AND NOMINATION OF DIRECTORS. A person must be a member of the Club in good standing to be nominated for or serve as a director. Any member may nominate a member in good standing for director by submitting a written nomination, countersigned by the nominee, to the Secretary. All nominations must be received no later than 60 days before the date of the next annual meeting of the members.


3.3REMOVAL. Any director may be removed from office with or without cause at any annual or special meeting of the members by majority vote of the members present. A vacancy resulting from removal of a director by the members shall be filled only by the members. A director elected to fill a vacancy resulting from removal of a director by the members shall serve for the unexpired portion of the removed director’s term.


3.4VACANCIES. Vacancies occurring in the board of directors for any reason other than removal by the members shall be filled by the vote of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term.


3.5ANNUAL MEETING. Unless the board of directors shall otherwise determine, the annual meeting of the board shall be held on a date in January to be determined by the board. At the annual meeting, the board shall elect officers and consider such other business as may properly be brought before the meeting


3.6REGULAR AND SPECIAL MEETINGS. Regular meetings of the board may be held at such times and places as the directors may from time to time determine at a prior meeting or as shall be directed or approved by the written consent of all the directors. Special meetings of the may be called by the President and shall be called by the Secretary upon the written request of any two directors.


3.7NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS. Written notice of the time and place of the annual and all regular meetings of the board of directors shall be given to each director at least five days before the date of the meeting, either personally, by mail, or by electronic transmission. Written notice of a special meeting shall be given to each director at least 24 hours before the time of the meeting either personally or by electronic transmission and  shall state the purposes of the meeting. No business may be conducted at a special meeting except the business specified in the notice of the meeting. Notice of any meeting of the board may be waived in writing before or after the meeting.


3.8ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of the board of directors or a committee of the board may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote on the action consent in writing. The written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.


3.9QUORUM AND VOTING REQUIREMENTS. A majority of the directors then in office and a majority of any committee appointed by the board constitutes a quorum for the transaction of business. The vote of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws, or the articles of incorporation. A member of the board or of a committee may participate in a meeting by conference telephone or other means of remote communication by means of which all persons participating in the meeting can communicate with one another. Participation in a meeting in this manner constitutes presence in person at the meeting.


3.10COMPENSATION. Directors shall receive no compensation for their services on the board. The preceding sentence shall not, however, prevent the Club from purchasing insurance as provided in Article V or prevent the board from reimbursing any director for expenses actually and necessarily incurred in the performance of the director’s duties as a director.


3.11EXECUTION OF DOCUMENTS. The board of directors may in any instance designate one or more officers or agents to execute any contract or other document on the Club’s behalf, and such authority may be general or confined to specific transactions. The board may also ratify any execution. When the execution of any document has been authorized without specifying the executing officers or agents, any of the following officers may execute the document on the Club’s behalf: the President, the Secretary, or the Treasurer.


IV

OFFICERS


4.1OFFICERS. The officers shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer. There may also be such other officers as the board deems appropriate.


4.2ELECTION AND TERM OF OFFICE. All officers shall be elected for a term of one year (or until their successors have been elected) by the board of directors at its annual meeting. No person may execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the articles of incorporation or these bylaws to be executed, acknowledged, or verified by two or more officers.


4.3REMOVAL. Any officer may be removed with or without cause by the vote of a majority of the directors then in office at any meeting of the board of directors.


4.4VACANCIES. In the event of the death, resignation, removal, or other inability to serve of any officer, the board of directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.


4.5PRESIDENT. The President shall be the Club’s chief executive officer, and, as such, under the direction of the board shall have power, on behalf of the board, to perform all acts, execute and deliver all documents, and take all steps that the President may deem necessary or desirable in order to effectuate the actions and policies of the board.


4.6VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents shall perform the duties and exercise the powers of the President and shall perform such other duties as the board shall prescribe.


4.7SECRETARY. The Secretary (or, in the Secretary’s absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the board of directors, shall receive and attend to all correspondence of the board, shall have custody of all documents belonging to the Club (except as otherwise provided in these bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the board.


4.8TREASURER. The Treasurer (or, in the Treasurer’s absence or incapacity, an Assistant Treasurer) shall have charge of the Club’s funds, except for such funds as the board may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the Club’s financial transactions; shall render reports from time to time as requested by the board of the Club’s financial condition; and provide a financial statement to all members at least once a year. All funds received by the Treasurer shall be deposited promptly in a depository designated by the board.


V

INDEMNIFICATION


Each person who is or was a director, officer, or member of a committee of the Club and each person who serves or has served at the Club’s request as a director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust, or other enterprise shall be indemnified by the Club to the fullest extent permitted by the laws of the State of Michigan as they may be in effect from time to time. The Club may, to the extent authorized from time to time by the board, grant rights to indemnification to any employee, any volunteer who is not a director or officer, or any agent of the Club to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time. The Club may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by the person in any such capacity or arising out of his status as such, whether or not the Club would have power to indemnify the person against such liability under the preceding sentences.


VI

MISCELLANEOUS


6.1.NOTICE BY ELECTRONIC MEANS.  In addition to any other form of notice permitted by these bylaws, any notice given to a person by a form of electronic transmission to which the person has consented is effective.


  1. (a)Definitions. “Electronic transmission” or “electronically transmitted” means any form of communication that meets all of the following:

    1. (1)It does not directly involve the physical transmission of paper.

    2. (2)It creates a record that may be retained and retrieved by the recipient.

    3. (3)It may be directly reproduced in paper form by the recipient through an automated process.


  2. (a)Effective as written notice. If a notice is required or permitted by these bylaws or the Act to be given to a person in writing, electronic transmission is written notice.


  1. (a)When given. If a notice or communication is permitted by these bylaws or the Act to be transmitted electronically, the notice or communication is given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person.


6.2COMMITTEES. The board of directors may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees.


6.3AMENDMENTS. These bylaws may be amended at any meeting of the members by the affirmative vote of a majority of the members present. No amendment inconsistent with the articles of incorporation shall be effective prior to amendment of the articles of incorporation