• Bylaws

    Published on 03-09-2014 10:07 AM

    National Capital Chapter,
    BMW Car Club of America, Inc.
    Bylaws

    Ratified January 18, 2014


    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 X. COMMITTEE CHARTERS
    Section 1 - Drivers' School Steering Committee


    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. No person shall hold more than one elective office concurrently.

    Section 3 - Duties
    (a) The president shall briefly report the actions of the board of directors to the members. The president shall supervise and coordinate the duties of the other officers. The president 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 shall assist the president in the performance of the latter's duties and shall act in the President’s stead in the event of the President’s absence or disability. The Vice President He shall be responsible for overseeing event scheduling and functioning as the liaison between the board of directors and event organizers.
    (c) The secretary 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 shall be responsible for ensuring full compliance with the bylaws. The secretary 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 shall have custody of all moneys, debts, obligations, and assets of the Chapter. The treasurer shall be authorized to make normal ongoing disbursements as required to operate the Chapter. Extraordinary disbursements shall not be made without special authority from of the board of directors. The treasurer 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 shall give a financial report at each regular meeting of the members and of the board of directors. The treasurer 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 present at the annual meeting and all other 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 ballot and candidacy statements shall be published in the Chapter newsletter and/or website before the elections at the annual meeting. Ballots may be cast by U.S. mail, any electronic medium approved by the board of directors, or in person at the annual meeting. If any one individual on the first ballot does not receive a majority vote, the candidate with the lowest number of votes shall be dropped, and another ballet ballot shall be run off between the remaining candidates. This procedure shall be followed until one candidate receives a majority vote. The nominating committee's slate shall consist of one or more nominees for each office. Nominations for elected officers shall remain open until the ballots are taken for count at the annual meeting. The newly elected officers shall officially assume duties of office immediately after validation and acceptance of the ballots by the counting committee.

    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.

    Article X. COMMITTEE CHARTERS

    Section 1 - Drivers' School Steering Committee
    The Drivers' School Steering Committee (“DSSC”) is responsible for the organization and operation of all driver training and driving school events other than autocross events. The DSSC shall hold primary responsibility for all aspects of decision-making with respect to drivers' schools. The DSSC is responsible for ensuring that the drivers' school program is operated in the best interests of the membership.

    The DSSC is the third level of five levels of authority for drivers' school issues approved by the board of directors in August 1997 as follows:

    1. The Chapter bylaws. The bylaws create a permanent Drivers' School Steering Committee and include this charter for the DSSC.
    2. The Board of Directors.
    3. The Drivers' School Steering Committee.
    4. The Drivers' School Plan specifies the overall guidelines of the drivers' schools. This plan is developed as a guide to the conduct of in-car driver education and is to be used in conjunction with the CCA National Drivers' School Standards.
    5. The Operations Manuals needed to run the school, created by the primary and secondary personnel identified in the DSP.


    The DSSC shall be composed of five individuals with a reasonable level of drivers' school expertise and organizational experience, as follows:

    1. A chairperson, who shall be an elected officer and who shall be appointed by the other elected officers of the Board of Directors and who shall take direction from the Board of Directors.
    2. The chief instructor or a member appointed by the chief instructor or a member appointed by the chief instructor to represent his or her interests (the “Chief Instructor’s Representative”).
    3. The drivers’ school coordinator or a member appointed by the drivers' school coordinator to represent his or her interests (the “Drivers’ School Coordinator’s Representative”).
    4. One member, who shall be a current student at the Chapter's drivers' schools, appointed by the individual acting as the Chief Instructor's Representative from sub-paragraph #2 above.
    5. One member, who shall be a current instructor at the Chapter's drivers' schools, appointed by the individual acting as the Drivers' School Coordinator’s Representative from sub-paragraph #3 above.


    The DSSC shall serve a term of office of one year, starting running concurrently with the terms of the elected officers. The DSSC composition shall be reviewed each December by the board of directors. Dismissal of any member of the DSSC shall only occur in the case of just cause and shall require a unanimous vote of the remaining DSSC members. Removal of the DSSC chairperson shall require, in addition, a unanimous vote of the other elected officers of the board of directors.

    The DSSC shall be responsible for development of a Drivers' School Plan (DSP), which shall specify the overall guidelines of the drivers' schools. The DSP shall be the Chapter's binding document for operation and dispute resolution with respect to the drivers' schools.

    The DSP shall undergo periodic review by the DSSC and amendments shall be made as necessary. Ratification of and amendments to the DSP shall be through a majority vote of the five members of the DSSC, in addition to a majority vote of the four elected officers.

    Primary areas of responsibility of the DSSC shall be review of all aspects of the current drivers' school program and review of the DSP to ensure that areas critical to safety and drivers' school operation are documented. Specific areas of responsibility are identified below, and additional issues shall be reviewed as needed.

    1. Establish the goals of the drivers' school program.
    2. Select the venue for each school offered during the year.
    3. Select the date and duration of each school offered during the year.
    4. Select the mix of school types (driver, safety, etc.) offered during the year.
    5. Establish the entry fees and applicable late and cancellation fees in conjunction with the treasurer.
    6. Establish the requirements of registration and the content of the registration form.
    7. Establish the cancellation policy for entrants who cancel their registration.
    8. Establish peripheral school benefits (e.g. tee-shirts) to attendees.
    9. Ensure that the chief instructor and drivers' school Committee Chair conform to the requirements of the DSP.
    10. Nominate replacements for chief instructor and drivers' school Committee Chair, as needed.
    11. Mediate conflicts that arise between the primary drivers' school personnel, where such conflict is not resolved by specific requirements contained in the DSP.
    12. Resolve additional issues related to the drivers' school program as such issues arise.


    All administrative decisions made by the DSSC shall be ratified through a majority vote of the five DSSC members and a confirming vote of the board of directors. The DSSC shall meet at least twice per year. Additionally, the DSSC chairperson may convene the DSSC on an ad hoc basis as needed. After each meeting, the DSSC shall present a report of the meeting, including any recommendations, to the board of directors.

    Driving School Steering Committee