PARK CITY MOTORCYCLE CLUB CONSTITUTION

As Revised & Adopted May 6, 2009

ARTICLE NO. 1

This club shall be known as the Park City Motorcycle Club, Inc.

ARTICLE NO. 2

The Park City Motorcycle Club, Inc. is a “501 (C) (4) ” non-profit organization incorporated under the laws of Utah, and shall at all times conduct itself in accordance with the laws and regulations governing nonprofit corporations.

ARTICLE NO. 3

It shall be the purpose of this organization to organize social and motorcycle riding events for its members.

ARTICLE NO. 4

The motto of the Club shall be: “One good turn deserves another.”

ARTICLE NO. 5

Membership in the Club shall be open to any adult interested in active participation in and support of Club activities.

Only active members shall be entitled to vote, hold office or receive benefits of membership. Active members are those who are current on their dues and otherwise in compliance with rules of membership as may be established by the Executive Board from time to time. The Executive Board may create classes of membership, including but not limited to Dual memberships, and may state the rights and privileges of each class of membership, including voting rights.

ARTICLE NO. 6

The Club’s fiscal year shall be the calendar year.

ARTICLE NO. 7

This Constitution may be amended by a majority vote at a Member Meeting as described in Paragraph 3 of the Club’s Bylaws.


PARK CITY MOTORCYCLE CLUB BYLAWS

As Revised & Adopted May 6, 2009

  1. Executive Board. The Club shall be governed day-to-day by the Executive Board (“Board”), consisting of the following elected officers:
    1. President
    2. Vice President
    3. Secretary
    4. Treasurer
    5. Ride Coordinator
  2. Elections. The Club shall hold elections at an annual membership meeting during the month of October.
    1. Notice shall be emailed to all active members of record at least 21 days in advance. The notice shall include a slate of officers proposed by the Board and the opportunity to propose alternative candidates.
    2. Members may respond by email within 7 days with the names of write-in candidates.
    3. Ballots containing the slate plus any write-in candidates shall be emailed to members at least 10 days prior to the annual meeting date. Members may vote by emailing their ballot prior to the meeting date. Ballots will be counted at the annual meeting, including those emailed and those cast at the meeting.
    4. A simple majority of the ballots cast shall be sufficient to elect a candidate to office.
    5. The term of office for Board members shall be one year, commencing the first day of the January following the election and ending the last day of the December following that January.
    6. Board members may be re-elected for subsequent terms.
    1. Member Meetings. There shall be at least one general membership meeting each year.
    2. Additional meetings may be called by the Board for any legitimate purpose, and any five active members may petition the Board to hold a special session for adequately described legitimate purposes, which special session the Board shall schedule to be held within 30 days of the petition.
    3. Members shall be provided notice by email of any general membership meeting at least 15 days prior to the meeting date. The notice shall include date, time, place and purpose of the meeting.
    4. Actions requiring a vote of the general membership shall require a quorum of a majority of the active membership. A simple majority of the ballots cast shall carry a motion or proposal. Ballots may be cast by email, provided sufficient information is given to members so they can make an informed decision about the action being contemplated.
    5. Actions requiring member vote include: 1) elections, 2) a change in the constitution and / or bylaws of the club or 3) any single disbursement of funds or other assets exceeding fifty percent of the annual dues of the club for that year.
  3. Executive Board Meetings. There shall be at least one Executive Board meeting each year, held in conjunction with the annual election meeting of the members. This annual Board meeting shall be open to attendance by members.
    1. The annual Board meeting shall include; 1) Recitation by the Secretary of actions taken by the Board since the last Board meeting, 2) Treasurer’s report, 3) Ride Coordinator’s report, 4) Approval of Budget for the coming fiscal year.
    2. The President shall determine whether additional Board meetings are needed to conduct the business of the Club. Any such additional meetings may be held by the Executive Board on its own, without being open to attendance by the members.
    3. Board actions may be taken by email when a meeting is not deemed desirable or necessary. When discussion and voting is undertaken by email, all Board members shall be included in the email communication.
    4. Any action by the Board, whether by email or at a meeting, shall require a quorum consisting of three-fifths of Board members and shall require a simple majority of those voting to pass.
  4. Duties of the Executive Board. In addition to their general fiduciary duties to conduct the business of the club in a responsible and prudent manner, the Board members shall have the following specific duties:
    1. The President shall: 1) preside at all Club and Board meetings, 2) represent the Club at official functions outside the Club, and be the official spokesperson, 3) provide overall direction and supervision of Club affairs, 4) ensure that Club activities comply with the Club Constitution and Bylaws and 5) ensure that Club Executive Board members and others in positions of leadership and responsibility perform their duties as outlined in the Bylaws and as directed. The President may appoint other Club members to perform specified tasks, such as managing the web site or special projects. Such appointees shall not be members of the Executive Board.
    2. The Vice-President shall: 1) perform the duties of President when the President is unable to do so, 2) be responsible for the social life and activities of the Club, 3) perform such other duties as assigned by the President.
    3. The Treasurer shall: 1) maintain the financial records, 2) safeguard Club assets, 3) maintain a list of Club members whose dues are current and those who are in arrears, 4) process financial transactions of the Club, including billing and collection of dues as necessary and payment of vendor invoices, 5) provide accurate and timely financial reports as required and 6) perform such other duties as are normal for a Treasurer or as may be assigned by the President.
    4. The Secretary shall: 1) maintain the corporate records, 2) maintain an accurate and timely membership database, 3) help the Board to establish and maintain an adequate system of communications between the Board and members, 4) ensure adequate notification to the general membership of meetings and other matters, in compliance with these Bylaws, 5) oversee the election process, 6) oversee the membership application and renewal process, 7) ensure timely and appropriate response to questions and inquiries by members and the general public including prospective members and 8) perform such other duties as may be assigned by the President or as normally fall to that office.
    5. The Ride Coordinator shall: 1) plan, promote and direct all Club motorcycling activities, including road trips and sanctioned events, if any, 2) appoint assistant ride coordinators or Event Committee members as necessary, 3) ensure that participants in Club rides and events, whether or not Club members, are aware of any Club ride rules and have signed Club waiver of liability forms, and 4) perform such other duties as may be assigned by the President.
  5. Executive Board Vacancies. A vacancy on the Board shall be filled as soon as practical as follows:
    1. The President shall identify one or more qualified and willing Club member(s) to fill an open position on the Board and put their name(s) in nomination.
    2. The remaining Board members shall vote to appoint one of the candidates to the open position on the Board.
    3. The person so appointed shall take office immediately upon being appointed, and shall serve the remainder of a normal term.
  6. Removal of a Board Member. A Board member who is not fulfilling the duties of office or is otherwise deemed unsuitable to be a Board member may be removed as follows:
    1. The President shall investigate complaints or allegations against a Board member by any other Board member or any active general member in good standing with the Club.
    2. The President may determine on his or her sole authority that a Board member is not fulfilling his or her responsibilities, or is otherwise acting in a manner detrimental to the Board or the Club.
    3. The President shall initiate a Board action to consider the removal of a Board member.
    4. The Board shall, by at least a three-fifths vote, remove a Board member deemed unfit or incapable of fulfilling his duties of office or otherwise acting in a manner detrimental to the Board or the Club.
  7. Club Members. Membership shall be open to any individual who supports the purpose of the Club and its Bylaws, and who complies with the Club’s membership application requirements. The Board may establish rules of membership, which it may change at its sole discretion. The following are baseline rules of membership:
    1. The membership year shall be the Calendar year (January 1 through December 31).
    2. Each January, the Treasurer shall bill current active members by email for the annual dues and any other fees assessed by the Board. Any member who has not paid dues and fees by the end of March shall be removed from the list of active members.
    3. Reinstatement as an active member in good standing after non-payment of annual dues shall require filling out a new member application form and payment of initiation fees, if any.
    4. The Board shall investigate complaints about member behavior and shall have the power to expel or otherwise discipline members deemed to be acting in a manner inconsistent with the spirit or rules of the Club.
    5. New and reinstated members shall pay the full year’s membership dues, plus initiation fees, if any, regardless of when their membership begins, unless the Board approves a pro-rated dues structure.
  8. Financial Affairs. Club funds shall be safeguarded as follows:
    1. The Treasurer shall establish and maintain a Club account at a local bank and ensure the signature card has the signatures of the current President, Vice President and Treasurer. The account shall require only one authorized signature on each check.
    2. Member dues and other funds received shall be properly endorsed and deposited to the Club bank account by the Treasurer or Treasurer-approved designee within 5 business days of receipt or as soon as is practical.
    3. Vendor invoices and other legitimate requests for payment shall be approved by the Board member having knowledge of the legitimacy of the transaction. The Treasurer shall prepare and deliver the checks in payment of approved invoices.
  9. Amendments. These Bylaws may be amended by a majority vote at a Member Meeting as described in 3 above.