| |
MEMORANDUM OF ASSOCIATION
OF
BMW CLUB OF CANADA
LE CLUB BMW DU CANADA
1. The name of the Association is the BMW Club of Canada or
le Club BMW du Canada. It is an association of regional chapters
and clubs with a primary interest in the BMW marque;
2. In additon to the objectives
of the Association our mission is:
a. to promote interest in, and education about, BMWs in Canada;
b. to maintain and develop a national umbrella organization of
regional Chapters and Clubs;
c. to encourage driver education and motorsports and other means
of enjoying the BMW marque;
d. to foster communication among the Chapters and their members;
e. to assist Chapters and regional clubs with member recruitment
and regional activities;
f. to conform to the objectives and guidelines of the International
Council of BMW Clubs and to participate in the International
Council of BMW Clubs; and
g. to hold non-profit status.
3. PROVIDED that nothing contained herein shall permit
the Association to carry on any trade, industry, or business
and the Association shall be carried on without purpose of gain
to any of the members and that any surplus or any accretions
of the Association shall be used solely for the purposes of the
Association and the promotion of its objectives;
4. PROVIDED further that if for any reason the operations
of the Association are terminated or wound up, or is dissolved
and there remains, at that time, after satisfaction of all its
debts and liabilities, any property whatsoever, the same shall
be paid or transferred the member Organizations on a pro rata
basis;
5. The activities of the Association are to be carried on in
Canada;
6. The registered office of the Association is located at:
BMW Club of Canada
PO BOX 463 STN D
ETOBICOKE ON M9A 4X4
CANADA
7. For the purpose of carrying out the objectives of the Association,
the Association shall be permitted:
a. To enter into agreements and contracts;
b. To acquire by purchase, lease, devise, gift, or otherwise,
real property, and to hold such real property or interest herein
necessary for the actual use and occupation of the Association
or for carrying on its undertaking, and , when no longer so necessary,
to sell, dispose of, and convey the same or any part thereof;
c. To employ and pay such assistants, clerks, agents, representatives,
and employees, and to procure, equip, and maintain such offices
and other facilities and to incur such reasonable expenses, as
may be necessary, provided that the Association shall not pay
any remuneration to an executive officer, Director, Board member
for his/her or his/her duties as such;
d. To demand and compel payment of all sums of money and claims
to any real or personal property in which the Association may
have an interest and to compromise any such claim and generally
to sue and be sued in its Association's name;
e. To draw, make, set, endorse, execute, and issue cheques and
other negotiable or transferable instruments;
f. To pay all costs and expenses of, or incidental to, the incorporation
of the Association.
BY-LAWS
OF
BMW CLUB OF CANADA
LE CLUB BMW DU CANADA
INTERPRETATION
1. In these Bylaws and all other Bylaws and Resolutions of
the Association unless the context otherwise requires:
a. The singular includes the plural;
b. The masculine gender includes the feminine;
c. "Board" means the Board of Directors of the Association;
d. "Association" means BMW Club of Canada (Le Club
BMW du Canada);
e. Regional "chapter" and "club" are used
interchangeably;
f. "Registrar" means the Registrar of Joint Stock Companies
appointed under the Canada Corporations Act;
g. "Documents" includes deeds, mortgages, hypothecs,
charges, conveyances, transfers, and assignments or property,
real or personal, immovable or moveable agreements, releases,
receipts and discharges for the conveyances, transfers and assignments
of shares, bonds, debentures or other securities and all paper
writings;
h. "Executive" means persons holding the following
offices of the Association:
1) President (also Chairperson);
2) Vice President (also Vice Chairperson);
3) Secretary; and
4) Treasurer.
i. The founding "Chapters" or "clubs"
include:
1) Trillium Chapter;
2) Bluenose Chapter;
3) Quebec Chapter (BMW Club of Quebec);
4) Ottawa Chapter (BMW Club of Ottawa);
5) Southern Alberta Chapter;
6) Northern Alberta Chapter (BMW Club of Northern Alberta);
7) Vancouver Island Chapter (formerly Bavarian Automobile Club
of Vancouver Island);
8) Mainland British Columbia Chapter (BMW Club of British Columbia).
HEAD OFFICE
2. The Head Office of the Association shall be at such place
as the Board may from time to time determine.
CORPORATE SEAL
3. The Seal of the Association shall be in such form as shall
be prescribed by the Directors of the Association and shall have
the words "BMW Club of Canada" thereon.
BMW CC CHAPTERS AND THEIR RIGHTS & RESPONSIBILITIES
4. The BMW CC is a national umbrella organization composed of
regional chapters and clubs of BMW enthusiasts. These regional
chapters are constituted and governed locally; they have formed
a federation of regional chapters to help run and organize those
things that are best done on a national level.
5. Chapter and club responsibilities include:
a. Annual election of Chapter officers and national Directors;
b. Publication of a Chapter newsletter at least four time per
year;
c. Conduct Chapter activities;
d. Collection of Chapter (including national) dues;
e. Member recruitment;
f. Active participation in the national organization;
g. Each Chapter must forward annually to the national organization:
1) Current membership list;
2) Annual financial statements;
3) Statement of activities; and
4) Payment of national dues.
6. Chapters may have their own bylaws and operation procedures
which are unrestricted so long as they adhere to:
a. the terms set out in the BMW CC national bylaws;
b. non-profit status;
c. the guidelines of the International Council of BMW Clubs.
6. The addition of new Chapters and Clubs is encouraged. A
new Chapter is formed by petition of twelve signatures to the
Board of Directors of the BMW CC who by 3/4 majority shall vote
to approve the Application. A new Chapter must be no less than
fifty (50) miles (or one hour by car) from the central location
of an existing Chapter and its territory clearly defined, except
where separate car and motorcycle chapters wish to exist.
7. Inactive Chapters, or Chapters which otherwise fail to meet
their responsibilities are subject to review and potentially
to expulsion from the BMW CC national organization. Chapters
may withdraw from the BMW CC following a 2/3 majority vote of
individual chapter members casting ballots.
8. Special Interest Groups (e.g. Z3 owners group, Canadian BMW
Club Racers, etc.) must be composed of members in good standing
of chapters of the BMW CC.
BMW CC NATIONAL BOARD OF DIRECTORS
9. The property and business of the BMW CC national organization
shall be managed by the Board of Directors.
10. The Board of Directors of the BMW CC shall be composed of
one (1) representative from each Chapter. The Directors shall
be appointed or elected for two (2) year terms, as determined
by each Chapter before the Annual General Meeting. The Directors'
offices shall be staggered with Bluenose, Quebec, Southern Alberta,
and Mainland British Columbia electing or appointing Directors
in odd numbered years and Ottawa, Trillium, Northern Alberta,
and Vancouver Island electing or appointing Directors in even
numbered years.
11. Each member of the Board of Directors so appointed shall
hold office for two (2) years expiring at the second annual general
meeting of the Association, following that at which he/she was
appointed, and if qualified, shall be eligible for re-election.
12. Each Director shall be responsible to serve as a conduit
to and their Chapter or Club members ;
13. The National Directors are responsible for assisting the
Chapters and Clubs achieve the goals and objectives of the BMW
CC. As appropriate, the National Directors may prepare an operations
manual and guidelines to clarify national policies and offer
Chapter tips and suggestions. These may include:
a. newsletter templates;
b. article database;
c. national news;
d. national website;
e. Chapter website guidelines
f. national advertising;
g. national expense policies;
h. membership applications;
i. driving school guidelines;
j. club racing guidelines;
k. autocross guidelines;
l. karting guidelines;
m. social event guidelines;
n. insurance requirements;
o. membership and financial database templates.
6. The Board may appoint advisors to fill positions as required
(i.e. Motorsports Advisor, Communications Advisor, Advertising
Advisor, Insurance Advisor, etc.);
7. Any Board Member shall withdraw from the Association by delivering
to the Association a written resignation, and lodging a copy
of the same with the Chairperson;
8. Board Members who miss three (3) Board meetings in succession
without due cause will automatically be removed from the Board
of Directors. The Chapter of the suspended Board Members shall
be notified for a replacement;
9. If any vacancy shall occur for any reason on the Board of
Directors, such vacancy shall be filled in the same manner as
herein before provided.
BMW CC NATIONAL FINANCES
10. The Board of Directors shall levy annual fees on each Chapter.
Annual fees shall be calculated based on the number of regular,
full-paying individual members registered with each Chapter.
11. The operations of the BMW CC national organization will be
financed by:
a. Some minor portion of dues collected annually by each chapter
based on regular, full-paying individual memberships (e.g., $5.00
per member). In no case should this exceed twenty-five percent
of chapter dues and it should be less;
b. The transfer of payments from the chapters to the BMW CC will
be done quarterly on or before the following dates: January 1;
April 1; July 1; and October 1.
c. The annual donation from BMW Canada (e.g., $10,000.00);
d. Revenues from national club merchandise, if any;
e. Revenues from national advertising, if any (e.g., national
web site); and generally,
f. Donations and Contributions, except that no contributions
shall be accepted that would compromise the actions of the organization.
21. All cheques shall be signed by any two of the following
officers: President/Chairperson, Vice President/Vice Chairperson,
Secretary, and Treasurer.
22. The Board of Directors shall, each year at the annual meeting,
appoint an auditor who shall examine the accounts of the Association
and submit a statement as such to the next annual meeting.
23. The fiscal year of the Association shall terminate on the
31st day of December in each year.
24. The BMW CC National Organization shall make a written report
to the Chapters as to the financial position of the Association
and the report shall contain a balance sheet and operating account.
The auditors shall make a written report to the members upon
the balance sheet and operating account, and in every such report,
he/she shall state whether in his/her opinion, the balance sheet
is a full and fair balance sheet containing the particulars required
by the Association and properly drawn up so as to exhibit a true
and correct view of the Association's affairs, and such report
shall be read at the annual meeting. A copy of the balance sheet,
showing the general particulars of its liabilities and assets,
and a statement of its income and expenditures in the preceding
year, audited by the auditor, shall be filed with the Registrar
within fourteen (14) days after the annual meeting in each year
or as required by law.
25. Board Members, as such, shall not receive any remuneration
for their services, but nothing herein contained shall be construed
to preclude any Board Member from serving the Association and
receiving compensation for expenses as determined by the Board;
26. Expenses incurred by the Board of Directors in fulfilling
the duties of their office are reimbursed at an amount that is
established. Reimbursement of expenses of the Board of Directors
shall be made in accordance with an Expense Policy to be established.
A Director may spend some reasonable amount annually (e.g., $250.00),
as set by the Board, toward the execution of his/her duties without
prior authorization. All other expenses must be approved by a
majority vote of the Board of Directors. All expenses must be
submitted to the Treasurer on an expense form.
27. In the event of the liquidation, dissolution or winding up
of the Association, all property of the Association, both real
and personal and the profits and income arising there from shall,
after payment or provisions for payment of all liabilities of
the Association, be paid or transferred to the members on a pro
rata basis.
POWERS & RESPONSIBILITIES OF BMW CC NATIONAL DIRECTORS
28. The Board shall provide overall direction of the Association's
policies and activities within the framework of the annual plan
and monitor the performance of the Executive;
29. The Board shall authorize the establishment of policies regarding
confidentiality and conflict of interest guidelines for Directors,
members, and other voluntary participants:
30. The Board shall prepare and present annually at the Annual
Meeting a budget for the Association which will be subject to
ratification by the National Directors. The Board may invite
a representative or representatives from any interested funding
entity to attend Board meetings as an observer;
31. The Board shall have full and final decision-making authority
in all areas of the Association's national operations respecting
chapter autonomy and maintaining the spirit of a national umbrella
organization.
32. The BMW CC and its Directors assumes no responsibility, financial
or otherwise, except as noted for the events and activities held
by Chapters within its organization. Similarly, the Chapters
and Clubs of the BMW CC and their officers assume no responsibility,
financial or otherwise, except as noted for the events and activities
of the national organization.
BMW CC NATIONAL BOARD MEETINGS
33. The Annual Board meeting of the Association ("National
Congress") shall be held no later than the 31st day of October
of each year, on a day (days) to be fixed by the Board of Directors.
An Executive from BMW Canada shall be invited to attend as an
observer at his/her expense.
34. Board meetings of the Association may be called by the President/Chairperson
or Directors, and a Board meeting shall be called by the President/Chairperson
if an application for the calling of such a meeting is received
by the President/Chairperson, signed by at least five (5) Board
Members of the Association in good standing.
35. All Board meetings are open to Chapter members except under
extraordinary circumstances.
36. For all Board meetings of the Association, thirty (30) days
notice in writing shall be given by the Board of Directors to
each Chapter or Club.
37. A minimum of two (2) Board of Directors meetings shall be
held annually. Five (5) members, who are Directors, shall constitute
a quorum, of which two (2) must be Executive Members. Board meetings
may be held by conference call or other electronic means except
for the Annual General Meeting.
38. Attendance by seventy-five percent (75%) of all National
Directors in good standing, shall constitute a quorum of any
Annual Board meeting of the Association, and all questions shall
be decided by a majority vote of the Directors. Proxy votes are
not acceptable, except that each Chapter in the Association is
entitled to one (1) vote at any annual meeting, and where the
Director of a Chapter is unable to be present, He/She may appoint
an alternate member of the Board to act and vote by proxy on
his/her behalf.
39. A copy of Board meeting agendas shall be sent to all Directors
at least seven (7) days prior to the meeting. Minutes shall be
posted on the BMW CC national website and may also appear in
Chapter newsletters.
40. The President/Chairperson shall not vote at any Board meeting
except in the case of a tie.
41. Working committees shall be established by the Board of Directors,
as deemed necessary. These committees shall be outlined in the
rules and regulations of the Association, as established from
time to time.
42. The Bylaws of the Association shall only be amended by a
majority mail vote of all individual members as conducted by
each Chapter within ninety (90) days of receipt of a proposed
change. All proposals for Bylaw changes shall be first reconvened
by the Board of Directors.
43. Directors should attend all the Board meetings per administrative
year, unless excused for valid reasons - illness or unforeseen
business or personal emergency. The President/Chairperson should
send a letter annually to Directors spelling out clearly what
constitutes a valid reason for non-attendance at Board meetings.
Attendance at Board meetings should take precedence over other
obligations of a Director during scheduled Board meetings. A
Director is expected to attend all committee meetings of which
he/she is a member unless excused prior to the meeting by the
chairman of the committee.
44. Directors unable to attend scheduled meetings should submit
in writing to the President/Chairperson their reasons for non-attendance.
45. Board of Directors meetings shall be held via electronic
means as determined by the Board of Directors from time to time.
BMW CC NATIONAL EXECUTIVE
46. The Board will annually elect its Executive from the Directors.
The Executive Committee consists of the President, the Vice-President,
the Secretary, and the Treasurer.
47. In electing the President, the Board shall choose the President
from each Chapter on a rotational basis as deemed appropriate.
The President/Chairperson shall preside at all meetings of the
Board of Directors, Executive Committee and any meetings of the
members of the Association. He/she shall have such powers and
duties as may be assigned to him/her by the Board of Directors.
The President/Chairperson shall in all cases be ex-officio member
of all committees. The President/Chairperson shall serve as the
liaison with BMW Canada and attend the annual meetings of the
International Council of BMW Clubs.
48. The Vice President/Vice Chairperson shall be vested with
all the powers and shall perform all the duties of the Chairperson,
in the absence or disability of the Chairperson, and such other
duties as may be assigned him/her by the Board of Directors.
49. The Secretary shall conduct all correspondence and send out
all notices. He/she shall maintain a register and record therein
the names and addresses of all Chapters of the Association. He/she
shall have custody of the Corporate Seal of the Association and
shall affix same to any document as directed by the Executive
Committee or the Board of Directors.
50. The Treasurer shall ensure that all monies are carefully
accounted for and deposited immediately in the Association.
51. The Executive shall supervise and transact the day to day
business of the Association, and in so doing, shall ensure that
any actions taken by the Executive are in harmony with Association
policies and objectives as determined by the Board of Directors.
52. The day to day business of the Association shall be conducted
by such persons as, from time to time, are employed by the Association.
53. The Executive Committee shall have discretion on whether
or not to appoint full or part-time staff members and to define
such duties and remuneration of the staff with respect to the
activities of the Association.
54. Regular Executive meetings may be at the call of the President/Chairperson.
However, a minimum of four (4) Executive meetings shall be held
per year. Three (3) members of the Executive shall form a quorum.
Executive Committee meetings may be held by conference call or
other electronic means.
55. A copy of Executive Committee meeting agendas shall be sent
to all Directors at least seven (7) days prior to the meeting.
Minutes shall be sent to all Directors within thirty (30) days
following the meeting.
56. All Executive meetings are open to Chapter members except
under extraordinary circumstances.
57. Contracts, documents and other instruments in writing, except
cheques, requiring execution by the Association, shall be signed
by the President/Chairperson and one Executive, as per Association
policies. The President/Chairperson may also choose to assign
this power to another Executive Member.
58. National press releases shall be approved by the Executive
of the Association.
INDIVIDUAL MEMBERSHIP IN A CHAPTER
59. Membership in a chapter of the BMW CC is open to anyone with
an interest in the marque and the activities of the regional
chapter and national association. Ownership of a BMW is not a
membership requirement.
60. Individual members must pay an annual membership fee determined
by the regional chapter in order to vote and participate in the
full range of chapter activities. A small portion of each annual
membership fee is sent by the chapter to the BMW CC as national
dues.
61. Members may belong to other Chapters in the BMW CC as affiliate
members and pay additional Chapter dues (exclusive of further
national dues). Family members may also be affiliate members
as the respective regional chapter deems appropriate.
62. The privileges of affiliate members are determined by the
respective regional chapters except that affiliate members may
not be included in any national vote (e.g., national bylaw changes)
or hold any national office.
63. Unaffiliated members will be assigned to the Chapter or Club
in closest proximity unless they specify otherwise.
64. Honorary memberships are assigned by either the chapter or
national executive to individuals with a special affiliation
to the club (e.g., national distributor, major sponsor, etc.).
Honorary members do not pay dues, cannot vote nationally or hold
national office, but can otherwise participate in regional or
national activities.
65. Lifetime memberships are assigned by either the chapter or
national executive to recognize extraordinarily active and sustained
members who deserve special recognition for their work on behalf
of the chapter and/or national organization. Honorary members
have full membership privileges but do not pay dues.
RIGHTS OF THE INDIVIDUAL MEMBER
66. The member of any Chapter or Club within the BMW CC is welcome
to participate without discrimination of any sort, financial
or otherwise, in the activities of any other Chapter or Club
within the BMW CC with the exception of local voting and electoral
privileges. Chapters and Clubs should strive to use electronic
and other media to make Club members form adjacent areas aware
of said activities.
67. Issues brought forward by the National Directors which affect
all the members of the individual chapters and clubs are subject
to a national vote of the membership. Bylaw and other changes
require majority approval of those voting.
|
|
