Bylaws
National Capital Chapter,
BMW Car Club of America, Inc.
Bylaws
Ratified Oct 14, 2020
Article I. NAME AND OFFICE
Section 1 – Name
Section 2 – Registered Agent and Registered Office
Section 3 – Affiliation with the BMW Car Club of America
Article II. OBJECTIVES
Article III. POLICY, POWERS, AND LOGOS
Section 1 – Political Activity
Section 2 – Powers
Section 3 – Logos
Article IV. OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations and Indebtedness
Section 2 – Unauthorized Obligations
Section 3 – Personal Liability for Unauthorized Obligation
Article V. MEMBERSHIP, DUES AND PRIVILEGES
Section 1 – Members
Section 2 – Dues
Section 3 – Privileges
Section 4 – Exclusion from Events
Article VI. MEETINGS
Section 1 – Conduct of Business
Section 2 – Notification
Section 3 – Annual Meeting of Members
Section 4 – Board of Directors’ Meetings
Section 5 – Special Meetings of Directors and Members
Section 6 – Quorum
Article VII. BOARD OF DIRECTORS
Section 1 – Board of Directors
Section 2 – Elected Officers
Section 3 – Duties
Section 4 – Committees
Section 5 – Indemnification
Article VIII. ELECTIONS
Section 1 – Annual Elections
Article IX. AMENDMENTS
Section 1 – Initiation
Section 2 – Approval by Board of Directors
Section 3 – Adoption
Article I. NAME AND OFFICE
Section 1 – Name
The National Capital Chapter, BMW Car Club of America, Inc. (“the Chapter”) is a Virginia non-stock corporation, incorporated June 2, 1977. The Virginia State Corporation Commission ID is 0175725 and the Federal EIN is 52-1697771.}
Section 2 – Registered Agent and Registered Office
The Registered Agent in Virginia is Gordon M. Kimpel and the Registered Office (the place where legal process and annual reports are mailed) is Capitol Financial Partners, 1593 Spring Hill Road, Suite 500E, Vienna VA 22182.
The mailing address of the Chapter is P.O. Box 685, Arlington, VA 22216.
Section 3 – Affiliation with the BMW Car Club of America
The Chapter is a Chapter of the BMW Car Club of America, Inc. (“CCA National”) and serves members in the metropolitan Washington-Baltimore area as assigned by CCA National.
Article II. OBJECTIVES
The general objectives of the Chapter, to which its members are mutually pledged, shall be the furtherance and promotion of the following:
(a) The highest standards of courtesy and safety on the roads.
(b) The enjoyment and sharing of goodwill and fellowship engendered by owning a BMW and engaging in such events as may be agreeable to the membership.
(c) The maintenance of the highest standards of performance and operation of a BMW by sharing technical information.
(d) The establishment and maintenance of mutually beneficial relationships with BMW dealers and other service sources to the end that BMW shall prosper and continue to enjoy its position in sports annals.
(e) The exchange of ideas and suggestions with other BMW clubs throughout the world and such cooperation as may be desired.
(f) The establishment of such mutually cooperative relationships with other sports car clubs as may be desirable.
Article III. POLICY, POWERS, AND LOGOS
Section 1 – Political Activity
The Chapter shall be politically nonpartisan.
Section 2 – Powers
The Chapter shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the objectives of the Chapter as set forth in the Articles of Incorporation and in these bylaws.
Section 3 – Logos
Logos used by the Chapter shall comply with standards established by CCA National.
Article IV. OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations and Indebtedness
Obligations and indebtedness shall only be incurred in the name of the Chapter by a vote of the four elected officers acting as the Board of Directors or by persons duly authorized by the Board of Directors. Only the four elected officers or persons authorized by the board of directors (see Article VII, Section 1) to act on behalf of the Chapter shall incur any obligations or indebtedness in the name of the Chapter. All obligations or indebtedness incurred in accordance with the provisions of these bylaws shall be incurred solely as corporate obligations. No personal liability whatsoever shall attach to such corporate obligation or liability.
Section 2 – Unauthorized Obligations
No elected officer or any person authorized by the board of directors to act on behalf of the Chapter shall incur any obligation or indebtedness in the name of the Chapter which is not for the general benefit of the entire membership of the Chapter nor shall the board of directors approve the incurring of any such obligation or indebtedness.
Section 3 – Personal Liability for Unauthorized Obligation
The incurring of any unauthorized obligation or indebtedness in the name of the Chapter by any elected officer or member shall be an ultra vires act. The person or persons responsible for such act or acts shall be personally liable, individually and collectively, to the Chapter in an amount equal to the obligations or indebtedness which the Chapter may be required to pay.
Article V. MEMBERSHIP, DUES AND PRIVILEGES
Section 1 – Members
The membership of the Chapter shall consist of members and associate members of CCA National in good standing who are assigned to the Chapter or who have designated the Chapter as an additional chapter affiliation with CCA National. A person who is not a member in good standing of CCA National is not a member of the Chapter for any purpose.
Section 2 – Dues
Establishment and collection of dues shall be the responsibility of CCA National.
Section 3 – Privileges
(a) Only members shall be entitled to hold elective office.
(b) Only members may vote on any issue presented for a vote of members.
(c) Only members may hold appointive office.
Section 4 – Exclusion from Events
A member may be excluded from attending any one or more Chapter events, or otherwise restricted from participating in any one or more Chapter activities, by a majority vote of the board of directors. Any member aggrieved by such a determination shall have the right to appeal to the membership of the Chapter at any regular or special meeting of members. The vote of a majority of those present, shall be final.
Article VI. MEETINGS
Section 1 – Conduct of Business
All meetings for conduct of Chapter business shall be guided by parliamentary procedure as specified in Robert’s Rules of Order.
Section 2 – Notification
Notification of meetings will be considered given if any method of communication which can be expected to cover separately or in combination the vast majority of the Chapter’s membership, to include but not be limited to email, printed newsletter, postal letter, web site, and other yet to be developed schemes is used and provides that information at least 30 days in advance.
Section 3 – Annual Meeting of Members
Annual meetings of the members shall be held at a time and place determined by the board of directors. Notice of the time and place of an annual meeting shall be announced to the membership via club website and/or newsletter.
Section 4 – Board of Directors’ Meetings
Board of directors’ meetings shall nominally be held the second Wednesday of every month throughout the year. The members of the board of directors shall be notified of the date and place of such meetings. Individual meeting dates may be changed at the direction of the board of directors.
Section 5 – Special Meetings of Directors and Members
(a) The president may call a special meeting of the board of directors at any time, upon not less than two (2) days notice given by email or telephone. The board of directors may meet in person or by conference call or any other medium allowing for simultaneous communication. Any action that may be taken at a meeting of directors may be taken by written consent signed by all members of the board of directors entitled to vote thereon.
(b) The president shall call a special meeting of the membership as soon as practical after within three weeks of the receipt of a petition for such signed by any twenty (20) members.
Section 6 – Quorum
(a) Membership Meetings – At any general or special meeting of the members, the presence (in person or by proxy) of all of the following shall constitute a quorum: two of the four elected officers, including the president or vice president; three other members of the board of directors; and not less than fifty (50) members. All votes shall be by a majority of those present (in person or by proxy). In the event of a tie vote by the membership, the then-acting president shall cast an additional deciding vote.
(b) Board of Directors Meetings – At any meeting of the board of directors, the presence (in person or by proxy) of two of the four elected officers, including the president or vice president, and three other members of the board of directors shall constitute a quorum. All votes shall be by a majority of those entitled to vote on particular matters (see Article VI, Sections 1 and 4).
Article VII. BOARD OF DIRECTORS
Section 1 – Board of Directors
(a) The board of directors shall consist of the four elected officers of the Chapter, the DSSC Chair, and the Committee Chair of each standing and special committee then in existence. The four elected officers may vote on all issues. All other Committee Chairs may vote only on issues directly related to their respective programs. The board will strive to act by consensus whenever possible.
(b) The board of directors may remove any officer for good cause. The board of directors shall appoint a replacement to fill the remainder of the term of any officer who dies, resigns or is removed by the board.
(c) Board meetings shall be open to all members.
(d) Meeting minutes shall be kept by the secretary and shall be available for review by any member upon request.
Section 2 – Elected Officers
The elected officers of the Chapter shall be the president, vice president, secretary, and treasurer Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Chief Administration Officer. No person shall hold more than one elective office concurrently.
Section 3 – Duties
(a) The president Chief Executive Officer shall briefly report the actions of the board of directors to the members. The president Chief Executive Officer shall supervise and coordinate the duties of the other officers. The president Chief Executive Officer shall be the chief spokesman for the Chapter in all dealings with the public and with CCA National. All appointments or removals of Committee Chairs shall be implemented by a majority vote of the board members entitled to vote on the issue.
(b) The vice president Chief Operating Officer shall assist the president Chief Executive Officer in the performance of the latter’s duties and shall act in the President’s Chief Executive Officer’s stead in the event of the President’s Chief Executive Officer’s absence or disability. The Vice President Chief Operating Officer shall be responsible for overseeing event scheduling and functioning as the liaison between the board of directors and event organizers.
(c) The secretary Chief Administration Officer shall keep full and complete minutes of all meetings of the board of directors and shall strive to distribute same to attendees within two (2) weeks after the meeting. The secretary Chief Administration Officer shall be responsible for ensuring full compliance with the bylaws. The secretary Chief Administration Officer shall be responsible for notice to the membership for all annual and special meetings and shall be responsible for maintaining all past minutes of the Chapter.
(d) The treasurer Chief Financial Officer shall have custody of all moneys, debts, obligations, and assets of the Chapter. The treasurer Chief Financial Officer shall be authorized to make normal ongoing disbursements as required to operate the Chapter. Extraordinary disbursements shall not be made without special authority from the board of directors. The treasurer Chief Financial Officer shall keep the Chapter’s books of account on a calendar year basis and shall file the Chapter’s income tax return by May 15 of each year. The treasurer Chief Financial Officer shall give a financial report at each regular meeting of the members and of the board of directors. The treasurer Chief Financial Officer shall have custody of the past financial records of the Chapter.
Section 4 – Committees
The board of directors may establish committees as needed, both standing and special. Each such committee will have a chair elected by a majority of the members of the committee, and approved by the board (“Committee Chair”).
Committee Chairs vote on issues directly related to their program. When a Committee Chair position is shared by more than one person, a majority vote of the co-Committee Chairs determines the single vote that represents that Committee Chair position. The standing Committee Chairs are:
(a) The Autocross Committee Chair is responsible for organizing and running Chapter autocrosses.
(b) The Concours Committee Chair is responsible for organizing and running concours events.
(c) The Drivers’ School Steering Committee Chair is responsible to the DSSC for organizing and operating the Drivers’ School and HPDE events.
(d) The Newsletter Editor serves as editor of der Bayerische and is responsible for the Chapter’s compliance with CCA National’s newsletter requirements.
(e) The Membership Committee Chair is responsible for maintaining an up-to-date roster of members and encouraging new and established members to participate in Chapter and national events.
(f) The Social Committee Chair is responsible for organizing parties and social events for the membership.
(g) The Do-it-Yourself Committee Chair is responsible for DIY events.
(h) The Tourmeister is the Committee Chair responsible for organizing and running Chapter tours.
(i) The Webmeister is the Committee Chair responsible for the Chapter Web site, relying on other Committee Chairs for materials related to their respective events or activities.
Section 5 – Indemnification
(a) To the full extent permitted by the Virginia Non-Stock Corporation Act and any other applicable law, the corporation shall indemnify a director or officer of the corporation who is or was a party to any proceeding by reason of the fact that he or she is or was such a director or officer.
(b) The Board of Directors is hereby empowered, by majority vote to cause the corporation to indemnify or contract in advance to indemnify any person who was or is a party to any proceeding, by reason of the fact that he or she is or was an employee, authorized agent, or volunteer worker of the corporation, unless that employee, agent or volunteer has acted in a reckless manner.
(c) The corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by in accordance with this Section and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, or agent.
Article VIII. ELECTIONS
Section 1 – Annual Elections
The officers of the Chapter shall be elected by ballot by majority vote of the members by media approved by the Board. Voting shall be on a slate proposed by the nomination committee; write-ins are not permitted. This committee should be chaired by the most recent past president available. Nominations must be made with the written consent of the nominee. The nominating committee’s slate shall consist of one or more nominees for each office. Nominations for elected officers shall be defined during the nomination period and before voting commences. The ballot, voting deadline, and candidacy statements shall be published in the Chapter newsletter and/or website before the annual meeting. In the event that all 4 Chapter officer nominees are running un-opposed after the nomination period ends, elections are not needed and the nominated officers shall assume their duties immediately for their next term. Otherwise, if any one candidate on the ballot does not receive a majority vote, the candidate with the lowest number of votes shall be dropped, and another ballot shall be run of between the remaining candidates. This procedure shall be followed until one candidate receives majority vote. The newly elected officers shall officially assume duties of office immediately after validation.
Article IX. AMENDMENTS
Section 1 – Initiation
Any member of the Chapter may propose an amendment to these bylaws. A proposed amendment to these bylaws must be submitted in writing or by electronic means to the board of directors.
Section 2 – Approval by Board of Directors
If a proposed amendment is approved by a majority of the board of directors, the secretary shall furnish all members of the Chapter with a copy the proposed amendment by publishing it to the Chapter website. The Chapter membership will have four calendar weeks after publication to review the proposed bylaw changes and provide feedback or recommendations. The membership can provide advanced feedback or recommendations to the board of directors via electronic means, U.S mail or in person as an agenda item for the next regular meeting or special meeting.
Section 3 – Adoption
The proposed amendment shall become effective as soon as it is accepted by a majority vote of the members present at any regular or special meeting of the members held after the publication of the proposed amendment.