Article I. General

Section 1. Name

The name of this organization shall be "The BMW Motorcycle Owners of America, Inc.," which may also be referred to as "BMW MOA."

Section 2. Purpose

The purpose of BMW MOA is stated in the Articles of Incorporation.

Section 3. Publications of BMW MOA

3.1 The official publication of BMW MOA shall be BMW Owners News. BMW Owners News shall be published on a monthly basis in a printed format, and shall be a primary means of communicating information regarding BMW MOA to the members.

3.2 BMW Owners News shall be sent to all individual members, except as otherwise provided in these Bylaws.

3.3 The Board of Directors ("Board") may establish other publications, in printed format or otherwise, as deemed appropriate. The Board has the sole authority to authorize BMW MOA publications.

Section 4. Remuneration

No member of the Board of Directors may receive remuneration of any kind for services to BMW MOA, except as provided in Section 5

Section 5. Reimbursement

Members of the Board of Directors, members of BMW MOA, employees of BMW MOA, and other individuals may be reimbursed for out-of-pocket expenses incurred in providing services for the benefit of BMW MOA, provided such services and expenses are authorized in accordance with policies and procedures that may be established by the Board.

Section 6. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern BMW MOA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that BMW MOA may adopt.

Article II. Members

Section 1. Individual Member

Membership in BMW MOA as an individual member shall be open to any person who is interested in furthering the purposes of BMW MOA.

Section 2. Associate Family Member

Membership in BMW MOA as an associate family member shall be open to any person who is within the same household of an individual member and who is interested in furthering the purposes of BMW MOA. Associate family members will receive the same rights and privileges as an individual member, with the exception of a subscription to the BMW Owners News and a copy of the BMW Owners Anonymous.

Section 3. Chartered Club

A BMW motorcycle club whose members are interested in furthering the purposes of BMW MOA may affiliate with BMW MOA and obtain a club charter. To be eligible to obtain a charter, such a club must have at least ten (10) members who are individual members of BMW MOA and pay a charter fee as determined by the Board of Directors.

Section 4. Other Memberships

Memberships other than those specifically included in these Bylaws may be established, and dues assessed, by the Board of Directors on an individual basis.

Section 5. Dues

The Board of Directors shall establish the rate of dues for each class of membership from time to time.

Section 6. Suspension and Termination of Membership

6.1 A membership shall be automatically suspended when the payment of dues falls in arrears by one (1) month. During such suspension an individual member shall not receive BMW Owners News under Article I, Section 3.2; shall have no voting rights under Section 8.1; shall be ineligible to be a candidate for election to the Board of Directors; and, if a member of the Board, shall not be allowed to participate in deliberations and decisions of the Board. The suspension shall be automatically removed if the dues are paid within twelve (12) months of the original due date. A membership shall be automatically terminated when the payment of dues falls in arrears by twelve (12) months.

6.2 A membership may be terminated by a unanimous vote of the Board of Directors if such membership would be contrary or detrimental to the purposes of BMW MOA or if a member does not satisfy the requirements for membership. Such termination may only occur after the member is notified of the proposed termination of membership and is provided an opportunity to rebut the proposed termination.

6.3 Any person whose membership is terminated under this section 6.2, and who desires membership in BMW MOA, must apply for membership as a new member and, if membership is granted, shall be assigned a new membership number. Any person whose membership is terminated by action of the Board of Directors shall have the application for membership approved by the Board before membership is granted.

6.4 A chartered club may be disaffiliated by the Board of Directors when such club falls in arrears in the payment of dues or fees, or when fewer than five (5) members of such club are individual members of BMW MOA.

Section 7. Refusal of Membership

Any person whose membership in BMW MOA would be contrary or detrimental to the purposes of BMW MOA may be refused membership by a unanimous vote of the Board of Directors.

Section 8. Powers and privileges of the General Membership

In addition to any provisions elsewhere in these Bylaws, the general membership of BMW MOA shall have the powers and privileges enumerated in this section.

8.1 Voting. Individual members shall be eligible to vote in the BMW MOA elections as provided in Article IV regarding elections and in meetings of the general membership as provided in Section 8.3.

8.2 Members of BMW MOA shall be entitled to express their views on issues regarding BMW MOA to members of the Board of Directors, to attend regular meetings of the Board, and to attend special meetings of the Board provided such special meeting is not conducted by conference telephone call.

8.3 Meetings of the General Membership. Meetings of the general membership of BMW MOA may be called by the Board of Directors. A quorum for the transaction of business shall be fifteen percent (15%) of the entire membership of BMW MOA eligible to vote in the elections.

8.4 Overriding Action of the Board of Directors. The general membership may override any action of the Board of Directors by a majority vote at a meeting of the general membership or by placing a matter on the ballot for the election using the same petition process as for Bylaws amendments under Article V, Section 2.

8.5 Personal Information. Personal information on any individual member will only be released for the transaction of official BMW MOA business, which has been authorized by the Board or its designee. Personal information includes, but is not limited to, names, addresses, telephone numbers, email or mailing addresses, Anonymous book listings, and member numbers.

Article III. Board of Directors

Section 1. Members

The Board of Directors shall have nine (9) members and shall consist of the following officers: the President, the Vice-President, the Secretary, the Treasurer, and five (5) Directors. All members of the Board shall be individual members of BMW MOA.

Section 2. Election, Term of Office, and Term Limits

The members of the Board of Directors shall be elected by the general membership of BMW MOA as provided in Article IV, and shall serve for a term of three (3) years or until their successors are elected. The term of office shall begin during the Board of Directors meeting at the annual BMW MOA International Rally following the election. The end of incumbency will be announced as the first agenda item during that meeting. Should a BMW MOA International Rally not be held, the term of office will begin during a Board of Directors meeting open to the general membership in July following the election. Both incoming and outgoing officers and members of the Board of Directors will be invited to attend this meeting. An individual member of BMW MOA may serve as a member of the Board for an unlimited total number of terms of office, but may not serve for more than three consecutive terms of office. No compensated employee, contractor or contractor's employee may serve as a member of the Board. No member of the Board may apply for a compensated employee, contractor or contractor's employee position while serving as a member of the Board. Should a member be appointed to fill a vacancy under Article III section 5, where there is more than one (1) year and six (6) months remaining in the term, this shall count as a term for the purposes of determining a term limit. A “term” shall be defined as more than one (1) year and six (6) months of the three (3) year term.

Section 3. Powers and Duties

The Board of Directors shall be the governing body of BMW MOA and, as such, shall exercise all powers and perform all duties not vested in law, by the Articles of Incorporation, or by these Bylaws in a specific officer or the general membership of BMW MOA.

Section 4. Meetings

4.1 Regular Meetings The Board of Directors shall hold regular meetings at such times and places as the Board shall determine, but shall hold one regular meeting at the BMW MOA annual rally, if such rally is held. Notice of a regular meeting shall be announced in either the BMW Owners News or BMW MOA web site not less than fourteen (14) days prior to the meeting, or by announcement by the President during a regular meeting and noted in the minutes of that meeting. For the information of the general membership, the Secretary shall announce a notice of a regular meeting in either the BMW Owners News or BMW MOA web site not less than fourteen (14) days prior to such meeting. Failure to publish such notice shall not invalidate action taken at such meeting. (Adopted October 25, 2008)

4.2 Special Meetings The President or any four (4) members of the Board of Directors may call a special meeting of the Board. The purpose of the meeting shall be stated in the call. Written notice of a special meeting shall be by electronic or physical means to all members of the Board, and as directed by the President, to the Executive Director, Media Editor, and Volunteer Staff of BMW MOA not less than fourteen (14) days prior to such meeting, or by announcement by the President during a regular Board meeting and noted in the minutes of that meeting. Special meetings may be conducted by conference telephone call. (Adopted October 25, 2008)

4.3 Quorum Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

4.4 Proxy Voting Any member of the Board of Directors may, if unable to attend any meeting of the Board, give his or her proxy vote to another Board member who will be present. This proxy privilege may be exercised one (1) time per term of office and any attending Board member may hold only one (1) proxy per meeting. An absent Board member will exercise his or her proxy privilege by signed written notice to the President and a signed proxy statement to the attending proxy holder prior to the meeting. Should a proxy not have been provided, an absent member may vote via conference call if that member agrees that adequate information has been provided to support the member's vote.

Section 5. Vacancies

In the event of a vacancy in the position of any member of the Board of Directors except the President, the President shall appoint, subject to approval of the Board, an individual member in good standing of BMW MOA to fill the vacancy for the remainder of that member's term of office.

Section 6. Removal from Office

Whenever the interests of BMW MOA shall best be served, a member of the Board of Directors may be removed by a unanimous vote of the other members of the Board. Subject to approval of the Board, any officer or member of the Board of Directors who is not physically present during three consecutive regular Board meetings will be considered not serving in the better interests of BMW MOA, and may therefore be removed by the President.

Section 7. President

The President shall be the chair of the Board of Directors, shall appoint all committees with the advice and consent of the other members of the Board, and shall perform such other duties as the Board may assign.

Section 8. Vice-President

The Vice-President shall execute the powers and duties of the President during the absence or incapacity of the President, shall assume the presidency in case of vacancy in the presidency, and shall perform such other duties as the Board of Directors may assign.

Section 9. Secretary

The Secretary shall be the keeper of the corporate seal and shall be responsible for keeping the minutes of all meetings of the Board of Directors, causing the minutes of such meetings to be printed in BMW Owners News and the BMW MOA Website, communicating all Board matters to BMW Owners News and the BMW MOA Website, and handling such other correspondence and duties as the Board may assign.

Section 10. Treasurer

The Treasurer shall be the chief financial officer of BMW MOA and shall exercise those duties customarily assumed in that office, including the preparation of financial reports as the Board of Directors may direct, and such other duties as the Board may assign. The Treasurer shall cause to be published in BMW Owners News and the BMW MOA Website semiannual reports of the financial status of BMW MOA, of which one (1) report shall be as of the end of each fiscal year. All BMW MOA checks and negotiable instruments shall be signed by any two (2) of the following: the President, the Vice-President, the Secretary, the Treasurer, or their authorized agents approved by the Board of Directors. For the International Rally account only, the Treasurer may authorize the rally Treasurer to be the single signature for checks not to exceed an amount to be specified by the Board.

Section 11. Volunteer Positions

The President may designate and appoint additional volunteer BMW MOA management positions if approved by a majority vote of the Board. Volunteers must be BMW MOA members in good standing, and will serve at the pleasure of the Board, reporting to the President or designee. BMW MOA volunteer management positions, and voting members of the BMW MOA Foundation, will not be considered members of the BMW MOA Board, and may not concurrently serve as sitting members of the BMW MOA Board. (Adopted October 25, 2008)

Article IV. Elections

(Amended November 6, 2010)

Section 1. General

There shall be an election in two (2) of each three (3) years to elect the members of the Board of Directors and to vote on other such matters as may be placed on the ballot in accordance with these Bylaws, as follows: In the first of each three (3) years starting in 2001 the offices of President, Secretary, and two (2) Directors shall be filled by such election. In the second of each three (3) years the offices of Vice-President, Treasurer, and three (3) Directors shall be filled by such election. In the third of each three (3) years there shall be no election. Each individual member of BMW MOA shall be eligible to vote in the election, except as otherwise provided in these Bylaws. The Secretary shall cause to be printed in BMW Owners News and placed on the BMW MOA Website in December preceding the election, a notice of the upcoming election. Such notice shall contain an explanation of the election and nomination process, the eligibility requirements to be a member of the Board of Directors, the election timetable, and the names and mailing addresses of the members of the Candidate Search Committee appointed by the President.

Section 2. Candidate Search Committee

The President shall appoint a Candidate Search Committee composed of any individual members in good standing of BMW MOA. Such committee shall have no less than three (3) members, but may have more. There are no restrictions on the office any member of the Candidate Search Committee may hold or for which they may be nominated. No three (3) members of the Candidate Search Committee may be residents of the same state or province, and the President shall strive to provide a wide geographical representation on this committee. The key responsibility of the Candidate Search Committee is to encourage and recruit members to be candidates for the Board of Directors and, if possible, to have a ballot with multiple candidates for each open position. The Candidate Search Committee shall nominate no individual members as a committee, but the members of the committee may nominate as individuals.

Section 3. Election Committee

The Board of Directors shall designate an Election Committee to certify the results of the election, report the results to the President and the Secretary, and authorize destroying the ballots as provided in these Bylaws. This committee shall be composed of not less than two (2) individual members of BMW MOA who are not candidates in the election. Each member voting in such election shall return the ballot to the Election Committee in accordance with the instructions provided by the Secretary. The Election Committee shall be instructed by the Board of Directors on how to validate each ballot without violating the anonymity of any voter. The Election Committee shall certify the votes cast for each office, but shall not, in any instance, identify to a non-member of the Election Committee how any member voted.

Section 4. Nominations

4.1 Any individual member of BMW MOA may nominate any individual member, including himself or herself, as a candidate for any position on the Board of Directors by submitting to the Candidate Search Committee a nomination petition, signed by at least five (5) other individual members, in accordance with the election timetable. Such nominations may include the biography and position statement for each nominee as required by Section 4.3. If, at the close of the nomination period, no nominations are received from the general membership for any open position:

(1) and that open position is the President, the incumbent President may continue in office under Article III, Section 2; unless the incumbent is term limited (Article III, section 2) or unwilling to continue, in which case the sitting Vice-President shall become President under Article III, section 8.

(2) and that open position is not the President, the incumbent holder of that position may continue in office under Article III, Section 2; unless the incumbent is term limited (Article III, section 2) or unwilling to continue in which case the President will fill such position under Article III, Section 5.

4.2 The Candidate Search Committee shall, at any time, advise any individual member of BMW MOA who so requests which members have been nominated or have submitted nominations for any or all positions.

4.3 Biography and Position Statement. A biography and position statement shall be required for each candidate, which may be submitted either with the nominating petition or separately. A photograph of the candidate to accompany the biography and position statement may also be submitted. The biography and position statement and photograph must be received in accordance with the election timetable. No biography or position statement may be changed after the deadline for receipt by the Candidate Search Committee. The biography and position statement shall be limited to a combined total of no more than five hundred (500) words. The Candidate Search Committee shall cut off after the five hundredth (500th) word any biography and position statement exceeding that length. Except for members of the Candidate Search Committee, prior to the submittal of the materials required by Section 4.5, no person shall read or listen to the biography or position statement of any other candidate without such candidate's prior permission. Members of the Candidate Search Committee who are also candidates may read such biographies and position statements prior to this submittal provided they have previously submitted their biographies and position statements and do not later alter them.

4.4 The Candidate Search Committee shall ascertain whether the nominated candidates are eligible for election and would be willing to serve if elected. Failure to satisfy the eligibility requirements or failure to submit a biography and position statement as required shall automatically disqualify a candidate from the election. Therefore, write-in candidates are automatically disqualified and write-ins will not be considered. No compensated employee, contractor or contractor's employee will be considered eligible for election to serve as a member of the Board. No member of the Board may apply for a compensated employee, contractor or contractor's employee position while serving as a member of the Board.

4.5 The Candidate Search Committee shall submit the list of qualified candidates, and the biography and position statement, and the photograph if one was submitted, for each candidate to the Secretary in accordance with the election timetable..

Section 5. Balloting

5.1 Secretary. The Secretary shall cause the preparation of the election materials to be used in the election. The election materials shall include the biography and position statement, and the photograph if one was submitted, for each candidate, other matters placed on the ballot in accordance with these Bylaws, the official ballot to be used for voting, and instructions regarding where to submit the ballot and the submission deadline. The ballot shall contain the name and place of residence of all candidates, and shall be organized by office and listed alphabetically by last name. The Secretary shall cause the election materials, including the official ballot, to be published in BMW Owners News, or through a certified alternative method to each member eligible to vote, according to the election timetable. Only the original of the election ballot or certified alternative method may be used for voting.

5.2 Winning Candidates. For the offices of President, Vice-President, Secretary, and Treasurer, the candidate who receives the most votes shall be declared the winning candidate. For the offices of director, the three (3) candidates who receive the most votes in any election when three (3) positions of director are to be filled and the two (2) candidates who receive the most votes in any election when two (2) positions of director are to be filled shall be declared the winning candidates.

5.3 Destruction of Ballots. After the election, the official ballots or alternative method records shall be destroyed on the first Monday in August. The Election Committee shall be responsible for authorizing the destroying of all ballots and alternative method records and for certifying the results of the election.

Section 1. By the Board of Directors 

These Bylaws may be amended at any regular or special meeting of the Board of Directors by a vote of
at least seven (7) of the nine (9) members of the Board, provided a motion to amend the Bylaws was
made at a regular or special meeting of the Board not less than thirty (30) days prior to the meeting at
which the vote is to be taken. The Secretary shall cause such a motion to be published in BMW Owners
News not less than thirty (30) days prior to the meeting at which the vote is to be taken.  

Section 2. By the General Membership  

These Bylaws may be amended by the general membership of BMW MOA by a majority vote in a
scheduled election. A petition signed by at least five (5) percent of the total membership of record on
February 1 of an election year, and received by the nominating committee in accordance with the
schedule for nominations in Article IV, shall cause a proposed amendment to these Bylaws to be placed
upon the election ballot and voted upon in the next election. This procedure may also be used to
reverse any amendment affected by the Board of Directors in accordance with Article V, Section 1.

(Adopted May 2003)
(Revised January 2005)
(Revised May 2009)
(Revised November 2011)