ARTICLE I                Name and Objectives

                Section 1                 Name

The name of this Chapter is “The BMW Car Club of America, Connecticut Valley Chapter,” hereinafter referred to as “the Chapter.”

                Section 2                 Objectives

                Insofar as permitted to corporations under Title 33, Chapter 600 of the Connecticut General Statutes, without profit:

• To provide the members with an opportunity to meet with other BMW owners and enthusiasts;
• To promote the enjoyment and ownership of the BMW automobile though publications and activities;
• To establish and maintain mutually beneficial relationships with other organizations with similar objectives, such as the manufacturer, dealers and other BMW Chapters/Clubs;
• To promote interest in motoring and touring activities;
• To encourage safe and skillful driver education;
• To purchase, rent and/or lease all kinds of property, real and mixes for carrying out such activities; and
• To promote other such services for the members and sponsor such activities as are in keeping with the above objectives and non-profit nature of the club

ARTICLE II               Meeting Locations

                Meetings will be held at a location chosen by the Chapter President (hereinafter referred to as “the President”) or the Board of Directors (hereinafter referred to as “the Board”).   For Corporate matters, the address of the Chapter shall be that of the President.

ARTICLE III              Membership

                Section 1                 Active Member

                Limited to members of the BMW Car Club of America, Incorporated (otherwise known as “BMW CCA”)

                Section 2                 Associate Member

                Multiple members of the immediate family of an Active Member , provided they reside at the same address as the Active Member, desiring to have voting privileges and/or serve as an officer of the Chapter.   Associate Members shall be entitled to all the benefits and privileges of club membership with the exception of receiving the Chapter newsletter and other general mailings.

                Section 3                 Dual Member

                A BMW CCA member of another Chapter may become an Active Member of the Chapter.   This entitles them to participate in Chapter events at regular Chapter fees and to receive the Chapter newsletter.

                Section 4                 Voting Member

                An Active, Associate, or Dual Member.   Voting is restricted to one vote per membership.   In all matters requiring a vote of the membership, a ballot shall be sent to all voting members at least one month prior to the voting date.

                Section 5                 Honorary Member

                A person selected by a two-thirds (2/3) vote of the Board and approved by a two-thirds (2/3) vote of the voting members present at an annual meeting plus those members voting by absentee ballot, in recognition of an outstanding contribution to the objectives of the Chapter.   The person so selected shall not be required to pay dues, either National (i.e. those normally due to BMW CCA) or Chapter.

                Section 6                 Dues/Loss of Membership

• Annual dues for Active and Associate Members are set by BMW CCA and are payable upon notification on the member’s anniversary date of membership .  Annual dues for Dual Members shall be set by the Board.
• A member shall forfeit his/her membership upon failure to pay annual dues within thirty (30) days of being notified that dues are to be paid.
• A member may be suspended or removed from the Chapter by a two-thirds (2/3) vote of the Board for actions detrimental to the objectives and best interests of the Chapter or BMW CCA.

ARTICLE IV             Elections

                Section 1

                Any voting member may nominate another voting member who is in good standing

                Section 2

                The Board may appoint a nominating committee (consisting of voting members) which may nominate candidates for office.   The report of the nominating committee will be made to the membership at least thirty (30) days before the annual meeting.   All nominees for office must have been voting members in good standing for at least six (6) months prior to the annual meeting.

                Section 3

                Election of officers will be held by secret ballot at the annual meeting.   Ballots shall be mailed to the voting members, and must be postmarked at least thirty (30) days prior to the date of the annual meeting.   Ballots returned by mail must be received by the Chapter no later than the date of the annual meeting.   Votes for “write-in” candidates shall be counted in the same manner as those on the mailed ballots.

                Section 4

                If a vacancy occurs between elections, the vacancy shall be filled by a voting member appointed by the Board.   The Board may, at its discretion, appoint a voting member to assume the duties of any officer who is absent or incapacitated or otherwise unable to perform the duties of his/her office.

ARTICLE V              Officers

                Section 1

                The Corporation shall have a President, a Vice-President, a Secretary, a Treasurer, and at least two (2) but not more than ten (10) Officers-at-Large, all of which shall comprise the Board.

                Section 2

                All officers shall hold office for a period of one (1) year or the period of time between successive “annual” meetings.

                Section 3

                Any officer shall have the right to resign by submitting his/her resignation in writing to the Board.

                Section 4

                An officer may be removed by a two-thirds (2/3) vote of the voting members present at any meeting plus those members voting by absentee ballot.   However, any motion for the removal of an officer must be duly made at a regularly held meeting at least one (1) month prior to a vote on said motion.   The voting membership must have been so advised.

                 Section 5                

Duties and Responsibilities of  Chapter Officers

                A.  President:           The President shall be the chief operating officer, supervise the general functioning of the Chapter, call meetings of the membership, preside at all meetings and ensure the continuity of Chapter operations through the maintenance of an operations manual.

                B.   Vice-President:   The Vice-President shall assist the President in the conduct of the affairs of the Chapter, shall officiate in the President’s absence or inability to serve, and have particular responsibility for planning and ensuring implementation of the activities of the Chapter.

                C.   Secretary:           The Secretary shall maintain minutes of all business meetings, carry on all correspondence, keep all current Chapter records except financial, and perform other duties assigned by the Board.   The Secretary shall have available at all meetings a copy of the Bylaws.

                D.   Treasurer:           The Treasurer shall be responsible for all Chapter general funds, as opposed to specific funds controlled by committees authorized by the Board.   In addition, the Treasurer shall be responsible for making authorized expenditures and for submitting an annual financial report to the Chapter President, Regional Vive-President, and the Executive Director, BMW CCA.   No person shall incur an obligation to, nor commit the credit of the Chapter or Club, except as specifically authorized by the Board.   The Treasurer and President shall be authorized to sign checks for general Chapter expenditures.

                Section 6                 

The Officers-at-large shall perform such duties as required by the Board.

                Section 7

The Board shall be responsible for ensuring that minimum standards for Chapter existence, as established by BMW CCA, are met and maintained.  

ARTICLE VI             Meetings

                Section 1

                Except as otherwise provided, meetings will be called by the President or Board when necessary or suitable to the activities of the Chapter.

                Section 2

                The Secretary shall be responsible for notifying all members of all general meetings of the Chapter by written notice, mailed postpaid to each member at least seven (7) days before the meeting.             

                 Section 3

                One percent (1%) of the voting members of record or a simple majority of the Board shall constitute a quorum.

                Section 4

                The annual meeting shall be held within the first two (2) months of the calendar year.

                Section 5

                At general business meetings only the Board and its appointed officials shall have the right to make motions and vote on said motions as necessary for the conduction of Chapter business.

ARTICLE VII           Corporation Powers

                Section 1

                Except as herein otherwise provided, the Board shall exercise all powers of management of the corporation.

                Section 2

                The Board may name such committees as it sees fit, or may act as a committee of the whole.   It may delegate to the President the power to appoint any committee.

                Section 3

                It shall be the policy of the Board to consult the voting membership on any matters involving the general welfare and conduct of the Chapter.   Failure to do so shall not affect any vote of the Board.

ARTICLE VIII           Personal Liability

                 Section 1

                All persons or corporations extending credit to, contracting with or having any claim against the Chapter, or Board, shall look only to the funds and the property of the Chapter for the payment of any debt, damages or judgment or decree or any other money that may become due and payable to them from the Chapter or the Board so that neither the members of the Chapter or its Board are personally liable therefore.

ARTICLE IX             Amendments

                Section 1

                Any amendment of these bylaws may be proposed to the membership by either:

• a three-quarters (3/4) vote of the Board, or
• any two voting members, if their proposed amendment carries a regular Board meeting by a two-thirds (2/3) vote of the Board members present

                 Section 2

A proposed amendment will be adopted by a two-thirds (2/3) vote of the voting members present at any meeting plus those members voting by absentee ballot.   Notification of proposed amendments and explanation of the subject matter shall be sent to the membership at least thirty (30) days prior to the voting date.