BY-LAWS
of the
Adopted:
ARTICLE I
PURPOSE
The purpose of
this corporation is to promote motorcycle riding, safety and charitable events
to benefit organizations that qualify as exempt under the Internal Revenue Code
and for such other purposes consistent with National H.O.G. regulations.
ARTICLE II
MEMBERSHIP
Any member of
the National Harley Owners Group (H.O.G.) is eligible to become a member of the
Florida Gulf Coast Harley Owners Group, Inc. (FLGCHOG). Any person desiring to become a member of
FLGCHOG may do so by providing proof of current membership in H.O.G.,
completing all forms required by FLGCHOG, signing any release required by
FLGCHOG and payment of the annual Chapter dues required by FLGCHOG. Membership in FLGCHOG terminates
automatically upon the expiration of H.O.G. membership or by failing to pay
annual dues of FLGCHOG on or before January 31 of each year.
Any member
may have his or her membership terminated if it is determined by a majority
vote of the Board or by the Sponsor that such member’s conduct is undesirable
or contrary to the best interest of FLGCHOG or H.O.G. However, prior to any such vote, the member
affected shall be given written notice of the intended action and the reasons
therefore and shall be given 20 days to respond, either in writing or in
person, with his or her position to the charges against him or her. The decision of the Board of Directors is
final.
Any member
may resign at any time by directing a letter to the Secretary. Such resignation shall be effective upon
receipt by the Secretary.
ARTICLE III
PRIMARY OFFICERS
FLGCHOG shall
have the following Primary Officers:
Director, Assistant Director, Treasurer and Secretary. It is the duty and responsibility of the
Primary Officers to conduct themselves in such manner that reflects the best
interest of the Chapter, to conduct the business of the Chapter in strict
accordance with the H.O.G. Chapter Handbook, and to perform their duties and
responsibilities as set forth in the H.O.G. Chapter Handbook and as directed by
the Sponsoring Dealer.
ARTICLE IV
BOARD
COMPOSITION AND RESPONSIBILITIES
The Board of
FLGCHOG shall consist of the Primary Officers (who shall comprise the Executive
Board) and the following staff members:
Activities Officer, Ladies of Harley Officer, Head Road Captain,
Newsletter Editor, Safety Officer, Photographer, Membership Officer, Webmaster,
Historian, Immediate Past Director and such other staff members identified by
H.O.G. or that a majority of the Board may create. The store liaison/event coordinator will be
considered a voting member of the staff and Executive Board to facilitate
coordination of activities between FLGCHOG and the Sponsor. Staff members are
appointed by the Director and serve at the pleasure of the Director and the
Board. No Primary Officer or Board
member shall be entitled to or receive any compensation for their
services. If there is a vacancy in the
position of Director, the Assistant Director shall immediately assume the
position of Director. In the event of
the vacancy in any other Primary Officer position, the Executive Board
shall nominate a
person for that position subject to approval by a majority of the Board. The
Board shall meet monthly at such time and place as the Board or Chapter
Director may from time to time direct.
The Secretary shall keep minutes of these meetings.
The Board
members shall always conduct themselves in a manner, which reflects the best
interest of FLGCHOG and H.0.G. and they shall
faithfully perform the duties and responsibilities of their Board position as
set forth in the H.O.G. Chapter Handbook and as directed by the Board. Failure to do so may subject the Board Member
to removal from office upon a majority vote of the other Board Members or by
the Sponsoring Dealer.
ARTICLE V
ELECTIONS &
VOTING MEMBERS
Nominations and
election of the Primary Officers shall take place during the final quarter of the
year. The Board will set the dates for
the nominations and elections at least three months in advance. Nominations shall be in writing and nominees
will be asked to accept or decline the nomination. Paper ballots shall be used for elections
when there is more than one candidate for an office. Officers shall serve a term of one calendar
year. To be eligible to be nominated, a
member must be a member in good standing.
To be eligible
to vote, a member must have joined the Chapter prior to the last quarter of the
year. Prior to the monthly meeting when
nominations are made, the Membership Chair or Secretary shall prepare a list of members eligible to
vote.
All votes must
be cast in person during the designated voting period except for members on active duty in the military
service who may request and utilize an absentee ballot. In order to be counted, an absentee ballot
must be received prior to the time all ballots are counted.
After
nominations, but before the election, all qualified nominees will be expected to
submit a letter of introduction to the Sponsor with a copy to the Secretary,
which may contain additional qualifications for the position, the nominees’
goals for the club and any other pertinent information the applicant deems
appropriate. Said letters of introduction shall be made available by the
Secretary to members requesting same.
The Sponsoring dealer may request an introductory meeting with the nominees
prior to the scheduled election date at a time and location as determined by the
Sponsor.
After nominations, but before the election, the candidates will be given an
opportunity to speak to the membership concerning their qualifications and may
post the above mentioned letter of introduction on the Chapter web site. There
shall be no on-site campaigning at the election membership meeting.
A nominee
must receive a simple majority (over 50%) of all votes cast to be elected to
office. If more than two candidates run
for a Primary Office position and no nominee receives a majority of the vote, a
runoff election shall be held, as directed by the Board.
ARTICLE VI
AMENDMENT TO
BY-LAWS
These by-laws
may not be amended, altered, or repealed in whole or part until such change is
(a) proposed by a petition signed by 15 percent of the membership or proposed
by a majority of the Board; (b) approved by the Sponsoring Dealer; (c) posted
on the Chapter web site for 30 days; and (d) posted in one chapter newsletter
prior to submitting such change to the membership for a vote of approval. Such change shall be deemed approved and
become effective when voted on favorably by a majority of two-thirds of the
members who vote upon such a measure and approved by the Sponsoring Dealer and
H.O.G. Nothing herein shall prevent the
Sponsoring Dealer or H.O.G. from changing, altering or amending these by-laws
to further the interest of the Sponsoring Dealer or H.O.G. or to comply with
the directives of the Sponsoring Dealer or H.O.G. without a vote of FLGCHOG.
ARTICLE VII
MEETINGS
MONTHLY MEETINGS: A meeting of the general membership will be
held each month unless decided otherwise by either the Board or the Sponsoring
Dealer. The time and place of the
meetings will be announced by the Board in the Chapter Newsletter and Chapter
web site and in such other manner as the Board in its sole discretion
determines will reach the largest number of members.
ANNUAL MEETING: Each calendar year, prior to January 31, the
Primary Officers will meet with the Sponsoring Dealer to discuss the status of
the Chapter and plans for the upcoming year and review the preceding year’s
activities. At this meeting the Primary
Officers will present a completed “Chapter Annual Financial Statement” and the
“H.O.G. Chapter Charter Application”.
STAFF MEETINGS: The staff shall meet each month at such time
and places as may be designated by the Director or Board. The Primary Officers shall meet with the
Sponsoring Dealer or the Sponsoring Dealer’s designee on a monthly basis unless
the Dealer or Dealer’s designee cannot make such meeting.
ARTICLE VIII
FINANCES
The fiscal year
of FLGCHOG shall run from January 1 to December 31. The Board shall set the
amount of dues to be paid by each member subject to approval by the Sponsoring
Dealer and in accordance with the guidelines set by H.O.G. Dues for the ensuing year are due and payable
on or before December 31 of each year.
Membership expires on January 31 unless the annual dues are paid by this
time.
FLGCHOG shall
maintain such bank accounts as the Board approves in a federally insured bank
or savings institution. Only the Primary
Officers and the Sponsoring Dealer or
the Sponsoring Dealer’s designee will be authorized to sign checks or drafts on
such institutions. Any expenditure in
excess of $100, except those in the normal course of business of the Chapter,
shall be approved by a majority vote of either the Primary Officers or the
Board prior to incurring such expense.
Any such expenditure may be ratified by a majority of the Primary
Officers or the Board.
The Board shall
establish an annual financial review process to examine the financial records
of the Chapter. The purpose of such
review is to ensure proper treatment and accounting of income and expense
items. Any questions that occur as to
Chapter finances apart from such review shall be directed to the Treasurer
and/or Executive Board. The Board shall
determine whether an additional review or audit is required and who shall bear
the cost thereof.
ARTICLE IX
DISSOLUTION OF
CHAPTER
After payment of
all debts and obligations, any property or funds of the Chapter shall, upon
dissolution, be distributed to such organizations as the Board or Sponsoring
Dealer may direct provided such organizations are organized and operated as
charitable institutions under Section 501(c) (3) of the Internal Revenue
Code. In no event shall any assets of
the Chapter be distributed to any director, officer or private individual.
ARTICLE X
INCORPORATED
DOCUMENTS
The H.O.G.
Chapter Handbook and any other rules and regulations regarding Chapters
published by H.O.G. are deemed incorporated herein and should there be any
conflict between any publication by H.O.G and the Charter of this Chapter and
these by-laws, the publication by H.O.G. shall be deemed controlling.
ARTICLE
XI
EFFECTIVE DATE
OF THESE BY-LAWS
These by-laws
shall be come effective immediately upon approval of a majority of the members
present and voting when they are presented. Prior to presenting these by-laws to the
members, they shall be presented to the Sponsoring Dealer and H.O.G. for
approval. After receiving approval from
all parties, these by-laws shall govern the operation of FLGCHOG.
As of 1/3/07