ARTICLE I. OFFICES
1.01 Principal Office
The principal office of the corporation in the State of California shall be located in
the County of Los Angeles.
1.02 Other Offices
The corporation may have such other offices, either within or without the State of
California as the Board of Directors may determine, or as the affairs of the
corporation may from time to time require.
ARTICLE II. MEMBERS
2.01 Qualifications
(a) This corporation shall have three classes of members, members, associate members, and
chartered clubs. Upon application to the board in the form and manner that the board may from
time to time prescribe, upon the meeting of such other and further requirements as the board may
from time to time impose, and upon payment of the dues, fees, and assessments set by the board
of directors, any person dedicated to the purposes of this corporation may be admitted as
member of this corporation, by majority vote of the board of directors, provided, however, that a
minor must receive written approval of a parent or guardian before the application may be
considered.
2.02 Members
Members shall have all the rights afforded members under the California
Nonprofit Mutual Benefit Corporation Law, specifically to include the right to vote,
as set forth in these bylaws, on the election of the officer-directors, on the right to
vote, as set forth in these bylaws on the election of directors, on the disposition of all
or substantially all of the assets of the corporation, on any merger, and on any election
to dissolve the corporation. Only members shall have the right to vote on corporate
matters.
2.03 Associate Members
The corporation may create one or more classes of associate members, upon such
terms and conditions, and granting such privileges and obligations as the board may
from time to time adopt by resolution. Associate members shall not be members of
the corporation within the meaning of Section 5056 of the California Corporations
Code and shall not have the right to vote in corporate matters, although the
corporation may refer to such persons or entities as "members."
2.04 Chartered Clubs
Motorcycle clubs may apply to be chartered clubs of SCMA, upon such terms and
conditions and milting such privileges and obligations as the board my from time to
time determine by resolution.
Chartered clubs shall not be members of the corporation within the meaning of
Section 5056 of the California Corporations Code.
2.05 Dues, Fees, and Assessments
Each member must pay, within the time and on the conditions set by the board,dues, fees, and assessments, in amounts to be fixed from time to time by the board.
2.06 Termination of Membership
A membership shall terminate on occurrence of any of the following
events:
(b) Resignation of the member, on reasonable notice to the corporation:
(c) Failure of the member to pay dues, fees, or assessments as set by the board within the
period of time set by the board after they become due and payable: or
(c) Occurrence of any event that renders the member ineligible for membership, or
failure to satisfy membership qualifications.
2.07 Transfer of Memberships
Memberships in this corporation are not transferable.
ARTICLE IH. MEETINGS OF MEMBERS
3.01 Annual Meeting
An annual members' meeting shall be held on the last Saturday of April at 12:00
noon, unless the board fixes another date or time as so notifies the members as
provided in section 3.02 of these bylaws. At this meeting, officer-director candidates
shall be nominated, and any other proper business may be transacted
3.02 Special Meetings
All membership meetings, other than the annual meeting shall be special meetings.
Special membership meetings for any purpose may be called at any time by the chair,
by the recording secretary and any two directors, or by one-fourth of all directors.
3.03 Notice Requirements
Whenever members are required or permitted to take any action at a meeting,
written notice of the meeting shall be given to each member entitled to vote at the
meeting. The notice shall specify the place, date, and hour of the meeting, and an
agenda of listing all matters that will be presented for action by the members, but
except as provided in section 3.04 of these bylaws, any proper matter may be
presented at the meeting. Notice must be given at least 15 days before the meeting,
and may be given by first class mail, or by inclusion in the association's monthly
newsletter. Notice shall he sent to each member entitled to vote at the address shown
on the corporation's books.
3.04 Quorum
Twenty members shall constitute a quorum at any meeting of members, provided,
however, that if a meeting is actually attended by less than one third of the voting
power, the only matters that may be voted on are those of which notice of their
general nature was given as provided in section 3.02 of these bylaws. All matters shall
be decided by majority vote (one-half plus one) of those in attendance, unless the
California Nonprofit Mutual Benefit Corporation Law requires a higher percentage, in
which case the percentage for approval shall be that mandated by law.
3.05 Action by Written Ballot Without a Meeting
Any action that may be taken at any meeting of members may be taken without a
meeting by written ballot. The corporation shall distribute one written ballot to each
member entitled to vote as of the date of mailing. Such ballots shall be mailed in the
manner outlined in section 3.03.
3.06 Solicitation of Written Ballots
All solicitations of votes by written ballot shall indicate the number of responses
needed to meet the quorum requirement, with respect to ballots other than for election
of directors, state the percentage of approvals necessary to pass the measure or
measures, and specify the time by with the ballot must be received in order to be
counted. Each ballot so distributed shall set forth the proposed action, provide the
members an opportunity to specify approval or disapproval of each proposal, and
provide a reasonable time in which to return the ballot to the corporation. In any
election of directors, a written ballot that a member marks "abstain" or otherwise
marks in any manner indicating that authority to vote is withheld may not be voted for
or against the election of a director.
3.07 Voting by Proxy and Cumulative Voting
There shall be no voting by proxy and no cumulative voting in any matter requiring a
vote of
the members.
ARTICLE IV. BOARD OF DIRECTORS
4.01 General Powers
The affairs of the corporation shall be managed by its
Board of Directors.
4.02 Number and Directors
The number of directors serving on the board of
directors of the corporation shall be no less than five
and no more than fifteen. The exact number of directors
shall be fixed, within those limits, by a resolution
adopted by the board of directors.
4.03 Designation and Term of Office
There shall be two classes of directors, elected
directors and appointed directors. The elected directors
shall be the officers of the corporation, i.e., the
chair, vice chair, recording secretary, corresponding
secretary, treasurer, and referee. The term of office of
elected directors shall be two years, commencing July 1,
and continuing until their successors are elected and
installed. The chair, recording secretary and referee
shall be elected in odd numbered years, and the vice
chair, corresponding secretary and treasurer shall be
elected in even years. The board by resolution may create
new offices, and add to the number of elected directors,
up to the maximum number of directors permitted.
Appointed directors shall be the chairpersons of
committees of the board which have been designated as
executive committees. The chairs of executive committees
shall serve one year, renewable terms in office. No more
than one third of the total number of directors may be
appointed directors. The duties and powers of the two
classes of directors shall be the same.
4.04 Nomination of directors
Nominations for directors shall be made at the annual
members' meeting. Nominations shall be made for each
office separately. Any individual may present himself or
herself as a candidate for any one office, provided three
other members second the nomination. No member may seek
election to more than one office per election.
4.05 Election of Directors
Ballots shall be sent to all members as provided in Article III of these bylaws no
later than 30 days after the annual members' meeting. Ballots must be received at the
place specified in the solicitation to vote no later than thirty days from the date of
mailing of the ballot to the member. In the case of a tie vote, the winning candidate
shall be chosen by the toss of a coin. Candidates for office shall assume office at the
first regular or special meeting of the board following the election.
4.06 Appointment of Directors
The chairs of executive committees shall be appointed by majority vote of the
officers, and shall serve as directors for as long as they hold office as chair of the
executive committee. If an executive committee is demoted to a non executive
committee, the incumbent shall cease to be a director upon the vote changing the
committee's status.
4.07 Vacancies
In the event of a vacancy in the office of chair, the vice-chair shall assume the
office of chair. The board of directors shall by majority vote elect a replacement to
complete the remaining term of office in the event of a vacancy in any other position
on the board of directors.
4.08 Place of Meetings, Meetings by Telephone
Meetings of the board shall be held at the principal office of the corporation or at
such other place as has been designated by the president. Any meeting may be held by
conference, telephone, or similar communication equipment, so long as all directors
participating in the meeting can hear one another, and all such directors shall be
deemed to be present in person at such meeting.
4.09 Meetings of the Board
Meetings of the board for any purpose may be called at any time by the president,
by the secretary, and any two directors, or by one-fourth of the directors. Notice of the
time and place of meetings shall be given to each director by first class mail, postage
prepaid, at least 7 days before the time set for the meeting. The notice shall state the time of the meeting and the place of the meeting. It need not specify the purpose of the meeting.
4.10 Quorum
The presence of a majority (one-half plus one) of the directors shall constitute a
quorum. For any action requiring a majority vote of the directors, a vote of a majority
of the directors present at a duly noticed meeting of the board shall constitute a
majority vote of the board.
4.11 Proxies
Each director entitled to vote shall have the right to do so either in person of by an
agent authorized by a written proxy, signed by the person and filed with the secretary
of the corporation. The proxy shall designate the meeting for which it is effective, and
shall be effective for one meeting only. A proxy shall extend to any matter which may
be raised during the meeting of the board for which it is effective.
4.12 Compensation
The board of directors shall serve without monetary compensation of any kind, but
may be reimbursed for expenses incurred in the performance of their duties.
ARTICLE V. COMMITTEES
5.01 Committees of the Board
The board of directors, by resolution and majority vote may create such standing
and ad hoc committees as it deems advisable. Such committees shall have such
responsibility and authority as the board of directors determines.
5.02 Executive Committees
The board, by majority vote, may designate any committee an executive
committee. The chair of an executive committee shall serve as an appointed director,
pursuant to section 4.06 of these bylaws.
ARTICLE VI. OFFICERS
6.01 Officers of the Corporation
The officers of the corporation shall be the chair, vice-chair, recording secretary,
corresponding secretary, treasurer, and referee.
6.02 Chair
The chair shall be the principal executive officer of the corporation and shall in
general supervise and control all of the business and affairs of the corporation. He
shall preside at all meetings of the board of directors. In the event of a tie vote at a
meeting of the board of directors on any issue which may be decided by a simple
majority of the board of directors, the vote of the chair shall be preponderant. The
chair shall perform all duties incident to the office of chair and such other duties as
from time to time shall be prescribed by the board of directors.
6.03 Vice Chair
In the absence of the chair, or in the event of his inability or refusal to act, the vice
chair shall assume the duties of chair.
6.04 Recording Secretary
The recording secretary shall keep the minutes of the meetings of the board of
directors in one or more books provided for that purpose; see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law, and in
general perform all duties incident to the office of secretary.
6.05 Corresponding Secretary
The corresponding secretary shall receive and distribute incoming SCMA mail and
deposit outgoing mail, be responsible for reading public correspondence to the board
of directors, be a member of the newsletter committee, maintain membership lists,
and perform such other duties as the board may from time to time determine.
6.06 Treasurer
The treasurer shall have charge and custody of, and be responsible for, all the
funds and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit such monies in
the name of the corporation in such banks or other depositories as shall be selected by
the board of directors, and in general perform all duties incident to the office of
treasurer.
6.07 Referee
The referee shall assist SCMA chartered clubs in judging competition as
requested, shall act as arbitrator in any dispute pertaining to competition in all SCMA
events, and shall be responsible for maintaining supplies for the board of directors.
6.07 Compensation
The officers of the corporation shall serve without compensation of any kind, but
may be reimbursed for expenses incurred in the performance of their
duties.
ARTICLE VII. MISCELLANEOUS PROVISIONS
7.01 Gifts
The board of directors may accept on behalf of the corporation any contribution,
gift, bequest or devise, for the general purposes or any specific purpose of the
corporation.
7.02 Certificates of Membership
The corporation shall issue certificates of membership to each member.
7.03 Fiscal Year
The fiscal year of the corporation shall run from January 1 through December 31.
7.04 Waiver of Notice
Whenever any notice is required to be given under the provisions of the General Nonprofit
Corporation Law, or under the provision of the articles
of incorporation, or the bylaws of the corporation, a
waiver thereof in writing signed by the person or persons
entitled to such notice, will be equivalent to the giving
of such notice.
6.05 Action Without Meeting
Any action required or permitted to be taken by the
board may be taken without a meeting, if all members of
the board consent in writing to the action. Such action
by written consent shall have the same force and effect
as any other validly approved action of the board. Such
written consent or consents shall be filed with the
minutes of the proceedings of the board.
ARTICLE VIII. AMENDMENTS AND DISSOLUTION
8.01 Amendments
The bylaws of this corporation may be amended, added to
or replaced by a vote of majority of the members present at a meeting called for the purpose of amending bylaws,
or by a solicitation to vote by written ballot without a
meeting.
8.02 Method of Effecting Dissolution
The board of directors shall call a special meeting of
the members for the purpose of dissolution, or a
solicitation to vote by written ballot without a
meeting, when presented by a written petition requesting
such meeting signed by two-thirds of the directors. The
resolution will be adopted if a majority of the members
so vote. If a quorum is not obtained, a second meeting
(or vote) shall be called, and the resolution will be
determined by a majority of votes cast.
8.03 Winding Up
The officers of the board of directors shall remain in
office for the purpose of winding up the affairs of the
corporation. All corporate property shall be disposed of
in accordance with the articles of incorporation.
END OF BYLAWS
