BYLAWS OF A.H.R.M.A.
ARTICLE I
Name, Purpose, Status and Office
SECTION 1. Name:
A.H.R.M.A. (hereinafter the "Association")
SECTION 2. Purpose:
The Association's primary purpose shall be to promote
the sport of vintage motorcycle racing by circulating
printed material about the sport, by conducting
exhibitions to introduce the sport to the public, by
conducting vintage motorcycle racing events and by
giving instructional clinics for the public, all to the
end of providing wholesome activity and entertainment
for the social improvement and welfare of the community.
SECTION 3. Status:
The Association shall be an Ohio non-profit corporation.
SECTION 4. Principal
Office: The principal office of the Association shall be
309 Buffalo Run,
Goodlettsville, TN 37072.
The Association may have such other offices,
either within or without the State of Ohio, as the Board
of Trustees may designate or as the business of the
Association may require from time to time.
SECTION 5.
Registered Office: The registered office of the
Association, required by the Ohio Revised Code to be
maintained in the State of Ohio, may be, but need not
be, identical to the principal office as set forth above
and the address of the registered office may be changed
from time to time by the Board of Trustees. The
registered office is CT Corporation System, 1300 E. 9th
Street, Suite 1010, Cleveland, Ohio 44114.
ARTICLE II
Membership
SECTION 1. Members:
The Association may have two classes of members: Full
Members and Associate Members. Any person interested in
and capable of furthering the purposes of the
Association shall be eligible for membership.
a) Full Members are
those individual members who hold membership as provided
in Section 2 of this Article II. Such members shall be
entitled to all of the privileges of membership in the
Association.
b) Associate Members
may be individuals, corporations, partnerships or any
other entities interested in and capable of furthering
the purposes of the Association. Such members shall be
eligible to receive only such benefits and privileges of
membership as the Board of Trustees shall determine on a
case-by-case basis.
SECTION 2.
Application to Membership: Any person or entity
interested in becoming a Full or Associate Member shall
submit a completed membership application to the
Executive Director through the Membership Office. Those
individuals accepted as Full Members shall thereupon be
entitled to all of the privileges of membership in the
Association, but shall be required to pay such dues as
set by the Board of Trustees pursuant to Section 3 of
this Article II. Any person or entity approved for
Associate Membership shall pay such dues and enjoy only
those privileges of membership as the Board shall
determine.
SECTION 3. Dues:
Full Members who have joined the Association on an
annual basis shall pay dues annually at such times and
in such amounts as the Board of Trustees may from time
to time establish. Associate Members' dues shall be
payable at such times and in such amounts as shall be
determined by the Board of Trustees. Any member who has
failed to pay dues for a period of ninety (90) days
beyond his or her renewal date shall be subject to the
termination of membership privileges pursuant to Section
4 below. No refund of dues shall be made under any
circumstances.
SECTION 4.
Resignation:
a) A member may
resign by letter addressed to the Executive Director.
The resignation shall be effective upon receipt by the
Executive Director.
b) A member shall
cease to be a member if they fail to pay their dues
within ninety (90) days after they become due. Such
member shall thereupon lose all membership privileges
and forfeit all dues and fees already paid.
c) The Board of
Trustees, at its sole discretion, may terminate, suspend
or choose not to renew any membership at any time, with
or without cause, if the Board shall deem such action to
be in the best interest of the Association. The
Executive Director shall immediately notify a member in
writing of the action of the Board of Trustees. The
member shall thereafter be entitled to a reasonable
opportunity to be heard, in person or through a
representative, by the Board of Trustees or a committee
appointed by it. The Board of Trustees may thereafter
rescind its decision, reject membership, terminate the
suspension, continue the suspension for a definite term
or expel the member; and its decision shall be final.
ARTICLE III
Meetings of the Members
SECTION 1. Annual
Meeting: The annual meeting of the Association shall be
held in the first six months of each calendar year for
the purpose of presenting the reports of officers,
committees and boards and to transact such other
business as may lawfully come before the members. The
time and place of the annual meeting shall be
established by the Board of Trustees.
SECTION 2. Regular
Meetings: regular meetings of the Association shall be
held at the Board's discretion. Such meetings shall be
held to transact such business as the Board of Trustees
shall determine. Regular meetings shall be held at such
time and place as the Board of Trustees shall designate.
SECTION 3. Special
Meetings: Special meetings of the Association may be
called at any time by the Board of Trustees upon its own
motion. The Board of Trustees must call a special
meeting of the Association on petition of at least 40%
of the Full Members of the Association. The basis upon
which this 40% shall be calculated shall be the total
number of Full Members on the 30th day of April
immediately preceding the submission of the petition.
Such meetings shall be held at such time and place as
may be designated by the Board.
SECTION 4. Notice: A
written notice of each annual, special and regular
meeting, stating the place, hour, date and purpose
thereof shall be provided by an officer of the
Association to every Full Member, not less than seven
(7) nor more than thirty (30) days before such meeting.
No action shall be taken at any meeting of the members
unless the intention to consider the subject matter has
been set forth in the notice of the meeting, or in an
agenda submitted therewith. Publication of notice in
Vintage Views, on the Association’s Web site or in
such other publication as the Association may provide
regularly to its members shall be considered proper
notice of any meeting.
SECTION 5. Voting:
At all meetings of the members, a quorum shall consist
of fifteen percent (15%) of the Association's Full
Members, as of the immediately preceding April 30th.
Each Full Member shall have one vote on each and every
matter submitted to a vote of the members. Associate
Members shall not be eligible to vote. All matters
submitted to membership vote shall be approved upon the
vote of a majority of those present and voting so long
as a quorum is then present.
ARTICLE IV
Trustees
SECTION 1. Role: The
business and affairs of the Association shall be managed
by the Board of Trustees. The Board shall consist of
Full Members of the Association elected in the manner
set forth below.
SECTION 2. Number:
The number of members to be on the Board of Trustees
shall initially be three. Those three Trustees shall
name twelve Trustees who shall assume their positions on
the Board not later than January 1, 1989, as set forth
in this Article IV, Section 5 below. One half of the
Trustees shall reside east of the Mississippi River, and
the other half of the Trustees shall reside west of the
Mississippi River.
SECTION 3. Election:
The initial members of the Board of Trustees shall be
appointed in accordance with Section 5 below.
Thereafter, Trustees shall be elected by majority vote
of the Full Members voting.
SECTION 4. Term of
Office: After the initial Trustees have served, all
Trustees shall be elected for a term of three years.
SECTION 5. Initial
Board of Trustees: The Trustees stated on the
Association's Articles of Incorporation shall appoint,
on or before December 31, 1988, twelve Full Members who
shall sit upon the Board of Trustees commencing January
1, 1989. Six of said Board members shall reside east of
the Mississippi River and six shall reside west of the
Mississippi River. Three of the twelve initial Board
members shall be appointed for a one-year term, three
for a two-year term, three for a three-year term and
three for a four-year term. Thereafter, Trustees shall
be elected for three-year terms with two trustees from
the East, and two Trustees from the West being elected
annually at the end of their three year terms.
SECTION 6.
Disability of Trustee: In the event of a Trustee's
death, resignation, lapse of membership, relocation out
of the proper area (i.e. east or west of the
Mississippi) or other incapacity, such Trustee's office
shall be declared vacant. In the event that a Trustee
fails to attend three consecutive meetings of the Board,
such office shall be deemed to have been vacated. In
the event that the office of a Trustee becomes vacant,
the Board, by majority vote, shall appoint a replacement
Trustee who shall take office and serve for the balance
of the vacated Trustee’s term.
SECTION 7.
Nomination and Elections: Nominations of Full Members to
serve as Trustees may be made by any Full Member in good
standing pursuant to any procedure which may, from time
to time, be authorized by the Board of Trustees. A
member in good standing can nominate him or herself.
Elections of Trustees shall be held prior to the
Association's annual meeting and shall be by secret
ballot mailed to the membership in accordance with
Article III, Section 5 hereof. Such newly elected
Trustees shall take office during the annual membership
meeting, replacing the previous Trustee at that time.
Voting for Trustees or on a proposed amendment to the
Articles of Incorporation of the Association shall be by
mail and by official ballot that shall be submitted to
the officer in charge of the meeting. Two-thirds of the
members voting shall be required to approve any proposed
amendment to the Articles of Incorporation as set forth
in Article VIII, Section 1 hereof. Along with notice of
any meeting at which a vote by official ballot is to
occur, the Association shall send or publish, if notice
of the meeting is provided by publication, an official
ballot with the following instructions:
INSTRUCTIONS FOR
VOTING
Only Full Members
in good standing may vote. Only votes on official
ballots will be counted. Mark your official ballot and
write or print your name and AHRMA membership number on
the ballot. Mail or deliver your ballot to the address
printed on the ballot. If you do not include your name
on your ballot, your ballot will not be counted.
SECTION 8.
Performance of Duties: A Trustee of the Association
shall perform his or her duties as a Trustee, including
his or her duties as a member of any committee of the
Board upon which he or she may serve, in good faith, in
a manner he or she reasonably believes to be in the best
interests of the Association and with such care as an
ordinarily prudent person in a like position would use
under similar circumstances. A Trustee may not serve in
a compensated position within AHRMA operations. A
Trustee may not participate in or attempt to influence
any decision by the Association that may affect his or
her own personal business interest or otherwise use his
or her position as a Trustee for personal gain. In
performing his or her duties, a Trustee shall be
entitled to rely on information, opinions, reports, or
statements, including financial statements and other
financial data, in each case prepared or presented by
persons and groups listed in paragraphs (a), (b) and (c)
of this Section 8; but he or she shall not be considered
to be acting in good faith if he or she has knowledge
concerning the matter in question that would cause such
reliance to be unwarranted. A person who so performs
his or her duties shall not have any liability by reason
of being or having been a Trustee of the Association.
Those persons and groups on whose information, opinions,
reports and statements a Trustee is entitled to rely
upon are:
(a) One or more
officers or employees of the Association whom the
Trustee reasonably believes to be reliable and competent
in the matters presented; or
(b) Legal counsel,
public accountants and persons with expertise in a
particular area with whom the Association has consulted;
or
(c) A committee of
the Board upon which he or she does not serve, duly
designated in accordance with the provisions of the
Articles of Incorporation or the Bylaws, as to matters
within its designated authority which committee the
Trustee reasonably believes to merit confidence.
The duties of the
Board of Trustees shall include, but are not limited to:
1. Hiring and firing
of the Association’s Executive Director;
2. Setting all
policy for the Association;
3. Adopting an
annual budget and overseeing its administration by the
Executive Director;
4. Appointing and
terminating such standing or special committees as it
deems appropriate pursuant to Section 9, Subsection H;
and
5. Electing officers
of the Association.
SECTION 9.
Administration of the Association by the Board:
A. Regular Meetings:
There shall be at least two regular Board meetings per
year with the time and place of such meetings designated
by the Board of Trustees.
B. Special Meetings:
Special meetings of the Board of Trustees may be called
by or at the request of the Executive Director, the
Chairman of the Board of Trustees or any five Trustees.
The person or persons authorized to call special
meetings of the Board of Trustees may fix any place as
the place for holding any special meeting of the Board
of Trustees or may call a special meeting to be
conducted by means of telephonic conference or other
similar means. Any Trustee may participate in a special
meeting by means of telephone conference or similar
communications equipment by which all persons
participating in the meeting can hear each other at the
same time. Such participation shall constitute presence
in person at the meeting.
C. Notice:
1. Regular Meetings:
Written notice of any regular meeting of the Board of
Trustees stating the place, day and hour of the meeting,
shall be given as follows:
(a) By personal
service, mail, facsimile or e-mail to the Trustee’s
address, facsimile number or e-mail address on the books
of the Association at least thirty (30) days before the
meeting.
(b) Any Trustee may
waive notice of any regular meeting in writing executed
and filed with the records of the meeting either before
or after the holding of the meeting. The attendance of
a Trustee at any meeting shall constitute a waiver of
notice of such meeting, except where a Trustee attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular meeting of
the Board of Trustees need be specified in the notice or
waiver of such meeting.
2. Special Meetings:
Written notice of any special meeting of the Board of
Trustees stating the place, day and hour of the meeting,
shall be given as follows:
(a) By personal
service, mail, facsimile or e-mail to the Trustee’s
address, facsimile number or e-mail address on the books
of the Association at least forty-eight (48) hours
before the meeting.
(b) Any Trustee may
waive notice of any regular meeting in writing executed
and filed with the records of the meeting either before
or after the holding of the meeting. The attendance of
a Trustee at any meeting shall constitute a waiver of
notice of such meeting, except where a Trustee attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any special meeting of
the Board of Trustees need be specified in the notice or
waiver of such meeting.
D. Quorum: A quorum
of the Board of Trustees, necessary to conduct any
Association business at any meeting, shall consist of
seven Trustees. Unless otherwise provided in these
Bylaws, in any matter requiring a vote of the Trustees,
a simple majority of the Trustees then present shall be
required to approve any proposed action. The use of a
proxy vote is permitted, provided that the voting member
present has the proxy authority in writing from the
absent Trustee and that authority is maintained on file
with the minutes of that meeting.
E. Executive
Committee: An Executive Committee, composed of the
Chairman, the Treasurer and the Secretary shall have
limited authority to act on behalf of the Board of
Trustees between meetings. The Executive Committee
shall have the authority to enter into contracts of less
than fifty-thousand dollars ($50,000.00) and to
supervise the implementation of Association policy, as
established by the Board of Trustees, by the Executive
Director of the Association.
F. Voting: The
selection of officers of the Board of Trustees shall be
by secret ballot. All other votes shall be recorded.
G. Removal from
Board: The Board of Trustees may, at any regular or
special meeting, by the affirmative vote of at least
nine (9) Trustees, remove a Trustee from office for the
violation of any Association rule or any other cause,
including, but not limited to, physical or mental
incapacity to serve, conflict of interest, conviction of
a felony or behavior detrimental to the Association or
deemed to be against the Association’s best interests.
The Trustee whose removal is considered at any regular
or special meeting of the Board of Trustees shall have
the right to receive notice of the meeting at which his
or her removal is to be considered. Any Trustee who has
been removed may file a written appeal of his or her
removal with the Secretary within thirty (30) days of
receiving notice of his or her removal. Upon the filing
of such an appeal, the Board of Trustees shall call a
special meeting to be conducted within ninety (90)
days. At such special meeting, the removed Trustee will
be heard, and the Board of Trustees may reinstate the
removed Trustee only by a vote of at least seven (7)
acting Trustees. No election or appointment of a
Trustee to replace a removed Trustee, excluding the
regular election at the end of said Trustee’s term,
shall be conducted until the removed Trustee has had an
opportunity to file a written appeal and, if such appeal
is filed, an opportunity to be heard by the Board of
Trustees at a special meeting to reconsider his or her
removal as set forth herein.
H. Committees: The
Board of Trustees may establish or terminate such
committees, either standing or special, as it deems
appropriate. If a committee exists in a subject area,
its input must be obtained by the Board of Trustees
before the Board of Trustee takes any action related to
such subject area. The Board of Trustees reserves the
right to accept, reject or modify the opinions, reports
or other input from any committee. The number,
membership and term of any committee members shall be as
determined by the Board.
ARTICLE V
Officers
SECTION 1. General:
The officers of the Association shall consist of a
Chairman, an Executive Director, a Treasurer, a
Secretary and such other officers and assistant officers
as may be deemed necessary by the Board of Trustees.
The Chairman, Treasurer,
and Secretary shall be Trustees and shall be elected by
secret ballot by the Board of Trustees at the first
meeting of the Board of Trustees held after each annual
meeting of the members. Each of said officers shall
serve for a term of one year but may be reelected by the
Board of Trustees for consecutive one-year terms. The
Executive Director shall be appointed by the Board of
Trustees and shall not be a member of the Board of
Trustees. Any officer may be removed by the Board of
Trustees whenever in its judgment the best interests of
the Association are served thereby. A vacancy in any
office because of death, resignation, removal,
disqualification or otherwise shall be filled by the
Board of Trustees for the unexpired portion of such
officer's term. All officers shall be Full Members of
the Association.
SECTION 2. Chairman:
The Chairman of the Board of Trustees shall serve as the
Chief Executive Officer of the Association and shall,
subject to the control of the Board of Trustees,
supervise and control all of the business and affairs of
the Association. He or she shall preside at all
meetings of the Board of Trustees and all meetings of
the membership, appoint the chairman of all standing or
special committees and shall in general perform all
duties incident to the office of Chief Executive
Officer. The Chairman shall be elected by majority vote
of the Trustees.
SECTION 3. Executive
Director: The Executive Director shall not be a member
of the Board of Trustees. He or she shall serve as the
Chief Operating Officer of the Association. The
Executive Director shall be hired and fired and the
terms and conditions of his or her employment shall be
set by the Board of Trustees. He or she shall hire,
fire and set the terms and conditions of employment of
all employees of the Association within salary ranges
set by the Board of Trustees. He or she shall appoint
members (except for chairmen) of standing and special
committees; and he or she shall perform those duties
ordinarily performed by a corporation's Chief Operating
Officer to the extent such duties have not been
delegated by the Board of Trustees to another person.
The Executive Director shall be authorized to sign
checks on behalf of the Association and to obligate the
Association for amounts equal to or less than
fifteen-thousand dollars ($15,000.00) without the prior
approval of the Board of Trustees or the Executive
Committee.
SECTION 4.
Secretary: The Secretary shall sign all official
documents of the Association, keep minutes of all Board
of Trustee and membership meetings, conduct elections
for Trustees and officers, including the office of
Secretary, see that all notices are duly given in
accordance with the provisions of these Bylaws, act as
custodian of the Association records and membership
lists, cause a record to be maintained and published in
said newsletter of all votes of the Board of Trustees,
and in general perform such other duties as may be
assigned to him by the Board of Trustees. At each
meeting of the Association, the Secretary shall have
available membership applications and shall assist
prospective members in submitting such applications. He
or she shall be responsible for recruiting new members
for the Association and shall prepare and distribute to
each new member an orientation and information packet to
familiarize him or her with the activities of the
Association. The Secretary may delegate some of the
above duties to the Executive Director. The Secretary
shall be elected by majority vote of the Trustees.
SECTION 5.
Treasurer: The Treasurer shall be the Chief Financial
Officer of the Association. He or she shall supervise
and maintain records concerning the receipt, custody,
control and expenditure of all assets and liabilities of
the Association and shall provide a performance bond at
Association expense, if so required by the Board. He or
she shall be responsible for collecting all funds owed
to the Association from any source whatsoever and is
authorized to sign checks on behalf of the Association.
The Treasurer shall at all times maintain adequate
financial records for the Association and shall cause a
complete monthly financial report of the Association to
be prepared. The Treasurer shall cause the year-end
final report to be published in the Association's
newsletter. The Treasurer may delegate some of the above
duties to the Executive Director. The Treasurer shall be
elected by majority vote of the Trustees.
SECTION 6. Bonds: If
the Board of Trustees by resolution shall so require,
any officer or agent of the Association shall provide a
performance bond to the Association, in such amount and
with such surety as the Board of Trustees may deem
sufficient, conditioned upon the faithful performance of
their respective duties and offices.
SECTION 7. Salaries:
The salaries of the officers shall be fixed from time to
time by the Board of Trustees and no officer shall be
prevented from receiving such salary by reason of the
fact that he or she is also a Trustee of the
Association.
ARTICLE VII
Personal Liability
All persons or
entities extending credit to, contracting with, or
having any claim against the Association may look only
to the funds and property of the Association for the
payment of any debts, damages, judgments, decrees or any
money that may otherwise become due or payable to them.
The Association shall indemnify its individual Trustees,
officers or employees, past and present, against any
personal liability arising from any act or omission made
on behalf of the Association and within the scope of the
individual’s official duties or employment unless it is
determined that individual acted with gross negligence,
engaged in willful misconduct or breached their
fiduciary duty to the Association. The Association will
carry insurance to indemnify its Trustees, officers and
employees against such personal liability.
ARTICLE VIII
Amendments
SECTION 1. Articles
of Incorporation: The Articles of Incorporation may be
amended by a vote of the membership. Two-thirds of
those voting shall be required to amend the Articles.
The Trustees, or three percent (3%) or more of the Full
Members, may propose an amendment to the Articles of
Incorporation by submitting such proposal in writing to
the Secretary. A proposal submitted by the members
shall be reviewed by a committee of five Full Members,
consisting of four members appointed by the Trustees,
two of whom are members proposing the amendment, and the
fifth member appointed by these four members, who shall
act as a chairman. The committee shall consider the
propriety of the proposal, taking into account the
intent of the petitioners and the suitability of the
proposal, and shall draft the proposed amendment into
suitable language. Any proposal submitted by the
Trustees, and any proposal submitted by the Full Members
which has been approved by majority vote of the
membership review committee shall be submitted to the
membership for a vote.
SECTION 2. Bylaws:
The Bylaws may be amended only by the affirmative vote
of nine (9) Trustees.
SECTION 3.
Operations Manual: Any manual prepared by the
Association that outlines the policies and procedures of
the Association in its day to day operations may be
amended by the affirmative vote of the Board of Trustees
as set forth in Article IV Section 9, Subsection D
hereof.
ARTICLE IX
Fiscal Year
The fiscal year
shall be December 1st through November 30th.
Secretary’s
Certificate
On this 8th
day of January, 2009, I hereby certify that the
foregoing Bylaws consisting of thirteen (13) pages,
including this page, constitute the current Bylaws of
A.H.R.M.A. as originally adopted by the Board of
Trustees of the Association on the 1st day of November
2003 and as subsequently amended by the Board of
Trustees.
[Signature]
Mark M. Hatten,
Secretary
Dates of Amendment:
As reflected in the minutes of the meetings of the Board
of Trustees, the foregoing Bylaws were validly amended
on the following date: October 20th, 2008.
