Beehive Beemers Club Bylaws

June, 2009*

ARTICLE 1. NAME AND ORGANIZATION

This organization shall be known as the Beehive Beemers Motorcycle Club of Utah (the “club”). The organization shall be a non-profit corporation under the laws of the State of Utah.

ARTICLE 2. PURPOSE

The purpose of the club is to promote enjoyment and interest in ownership, riding skills and safety for persons, who appreciate BMW Motorcycles, and to exchange technical information and assistance among members and from appropriate outside sources. At all times it shall be a club objective to promote and present a positive image of motorcyclists to the general public, engaging in such activities and disseminating such information as will achieve this purpose.

ARTICLE 3. MEMBERSHIP

Section 3.1 Regular Membership. In order to qualify for a regular membership in the Club, an applicant must own a BMW motorcycle and support the purpose stated in Article 2.

Section 3.1.1A Regular member has rights to fellowship and association, including the right to hold office and vote in Club elections and deliberations.

Section 3.1.2 Membership commences with the submission of a completed application and payment of initiation fee and annual dues, as specified in Sections 4.3 and 4.4.

Section 3.1.3 If an applicant for Regular membership specifies a partner on his or her application the applicant’s partner is also granted full Regular membership.

Section 3.1.4 All members agree to abide by these bylaws and club rules issued from time-to-time by the board.

Section 3.2 Associate Membership. An Associate member is extended all rights and obligations to fellowship and association except the right to hold office and vote in Club elections and deliberations.

Section 3.3 Memberships are renewed by payment of annual dues, as specified in Section 4.2.

ARTICLE 4. DUES

Section 4.1 The Board of Directors of the club shall establish the rate of dues required to support club activities. The rate will be published in the monthly newsletter from time-to-time.

Section 4.2 Annual membership dues shall be payable on or before the last day of January each year.

Section 4.3 Membership dues for new members will be prorated by the month from January of each year.

Section 4.4 There shall be an initiation fee payable with the application.

Section 4.5 In the event of dissolution of the club, all funds in the treasury shall be donated to a local charity selected by a majority vote of the membership.

ARTICLE 5. CLUB OFFICERS AND TRUSTEES

Section 5.1 The club shall be administered by the following officers who shall collectively function as the Board of Directors and exercise the powers and duties of the Board of Trustees: President, Past President, Vice-president, Secretary, Treasurer and Editor.

Section 5.2 All officers must be regular members as described in Article 3 of these Bylaws.

Section 5.3 Officers shall be eligible for reimbursement for reasonable expenses incurred during the administration of club business. These expenses are to be listed separately on a quarterly report by the Treasurer.

ARTICLE 6. MEETINGS

Section 6.1 An Annual Membership Business Meeting will be held in December, at which time the election of club officers for the following calendar year will take place. The time and place shall be determined by the Board of Directors and announced in the newsletter.

Section 6.2 At least one business meeting will be held each quarter of the calendar year. Additional meetings may be called by the President or a majority request of the Board of Directors to accommodate special circumstances.

Section 6.3 Social meetings will be held periodically for the purpose of fraternization and to promote club interest. The exact dates, times and meeting places will be announced in the newsletter.

Section 6.4 Meetings of the Board of Directors (club officers) shall be called at the discretion of the President. All club officers shall be given timely notice of such meetings. Any three members of the Board can require the President to specify a quorum for decisions.

ARTICLE 7. DUTIES OF OFFICERS

Section 7.1 Duties of the President

A. Preside at all club meeting, functions and activities.

B. See to the enforcement of the objectives and purpose of this organization.

C. Coordinate, direct, and manage the business functions and activities of the club as required to ensure continuity and success of club objectives.

D. Appoint committees and designate chairpersons as necessary to accomplish club objectives.

E. The President shall inform the Vice-president when the President is unable to preside at any meeting.

F. Prepare an annual operating budget, which shall be presented to the club for approval at a regular club meeting during the first quarter. Approval of the budget will require a two-thirds majority vote of regular club members in attendance.

Section 7.2 Duties of the Vice-President

A. To perform the duties of the President in case of absence or inability of the latter.

B. Serve as the Activities Coordinator in scheduling, planning, and ensuring proper arrangements are made for all club-sponsored activities and events.

C. Supervise or act as the club ambassador for prospective and current members.

D. As necessary performs other duties which may be assigned by the President.

Section 7.3 Duties of the Secretary

A. Keep a record of the minutes of the membership, business meetings and other events of the organization.

B. Coordinate and prepare communications required of the organization and maintain an official record of documents and official actions.

C. Maintain a tickler file for all activities and business events requiring action and ensure that appropriate persons and advised and action initiated.

D. Coordinate and perform such other duties as assigned by the President.

Section 7.4 Duties of the Treasurer

A. Maintain an up to date official membership list and ensure that new members are notified of their acceptance and provided with a copy of the bylaws, club pin and patch. The membership list will be provided to the newsletter editor.

B. Ensure an adequate supply of membership items and materials are available. Coordinate replacement expenditures through the Board of Directors.

C. Receive, record, and report all monies or property donated to, paid to, or owned by the organization.

D. The Treasurer shall be authorized to maintain bank accounts in the name of the club.

E. Keep an account of all receipts and disbursements so that a statement of the financial condition of the club is available upon request by the officers or general membership. Prepare a quarterly report for the Board of Directors and an annual financial report in December for all members.

F. Ensure the club complies with all Federal and State of Utah requirements governing non-profit organizations, including timely filing of required federal tax forms and state corporate reports.

G. Maintain up-to-date membership list including at least the member’s name, address, phone number and e-mail address as may be available.

Section 7.5 Duties of the Editor

A. Collect news and material for a monthly newsletter, and publish the newsletter to inform the membership of club activities and events.

B. Maintain a file of current and past club newsletters.

C. The editor publishes a membership list at least annually and distributes the list to the membership either at a club meeting, by mail, by email, or placed on a secure, password controlled section of the club’s website.

D. The editor works with the club’s webmaster to see that copies of the newsletter (Stinger) are available for email distribution and for publishing on the club’s website.

E. Maintain guidelines for article, photo and advertising submissions for the newsletter and website.

F. Maintain club historical records.

ARTICLE 8. ELECTION OF OFFICERS

Section 8.1 A nominating committee shall be appointed by the President no later than the second Saturday in October. Nominations may also be made by mail or e-mail to the club Secretary.

Section 8.2 Election ballots for club officers shall be published in November in the club newsletter and must be returned to the club Secretary during or before the annual membership meeting in December.

Section 8.3 All officers must be regular members in good standing. Candidates for the various offices receiving the highest number of votes shall be elected for one year. New officers will be installed at the Annual Membership Business Meeting in December.

Section 8.4 Vacancies in any office shall be filled by a regular member in good standing appointed by a consensus of the Board of Directors, and shall serve until the next regular election of officers.

ARTICLE 9. APPOINTMENTS AND COMMITTEES

Section 9.1 Appointments and Committees are positions in the club that are of a voluntary nature.

Section 9.2 These positions are appointed by the Board of Directors and may change at the discretion of the appointee or the Board.

Section 9.3 These positions may be held by a regular or associate member.

ARTICLE 10. AMENDMENTS

Notification of proposed changes to the Bylaws of the Club will be made through the monthly newsletter at least one month prior to the meeting at which changes in the Bylaws are to be considered. Bylaws may be changed by a simple majority vote of the members present at t regularly scheduled club business meeting and of members absent from the meeting who wish to vote by mail. The Secretary must receive mail ballots within ten (10) days after the meeting in which the proposed Bylaw change was voted on by the membership. The Secretary shall summarize the results of the voting (meeting and mail ballots) and publish the results in the next available monthly newsletter. Bylaw changes will take affect upon determination of the final results.

ARTICLE 11. CONDUCT

Section 11.1 Any member may be dismissed from membership as a result of inappropriate behavior. The member shall be warned concerning such inappropriate conduct by the Board of Directors. The Board of Directors may make a recommendation for disciplinary action, which will be presented to the club membership for their vote at a regular or special club meeting. Ratification of the Board’s recommendation shall require a two-thirds majority vote of regular club members in attendance.

ARTICLE 12. NON-MEMBER GUESTS

Section 12.1 Non-members are welcome at general meetings, rides, and social gatherings of the organization so long as they are invited guests and accompanies by a regular member.

Section 12.2 Guests must agree to abide by club rules and standards of conduct.

ARTICLE 13. BUDGET REVISIONS AND ASSESSMENTS

Section 13.1 Significant expenditures not contemplated in the annual budget will be presented to the club membership at a regular club meeting for approval. Ratification will require a two-thirds majority vote of regular members in attendance.

ARTICLE 14. EXEMPT ACTIVITIES, TAX RESTRICTIONS AND INVESTMENTS

Section 14.1 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Trustee, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization as currently incorporated under the Internal Revenue Code of 1986 (the “Code”).

Section 14.2 Tax Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, Trustees, officers, or any other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation, or reimbursements of expenses incurred in effecting any of the Corporation’s purposes, as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any corporate assets upon the dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidates for public office. All Trustees, officers and members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees, shall be distributed, transferred, conveyed, delivered, and paid over in the manner provided for in the Articles of Incorporation.

ARTICLE 15. CONTRACTS, LOANS AND DEPOSITS OF FUNDS

Section 15.1 Contracts. The Board of Trustees, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; and such authority may be general or confined to a specific instance; and, unless so authorized by the Board of Trustees, no offer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.

Section 15.2 Loans. No loan or advance shall be contracted on behalf of the Corporation; no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name; and no property of the Corporation shall be mortgaged, pledged, hypothecated, or transferred as security for the payment of any loan, advance. Indebtedness, or liability of the Corporation unless and except as authorized in writing by the Board of Trustees. Any such authorization may be general or confined to specific instances. Notwithstanding any other provisions of these Bylaws to the contrary, no loan shall be made by the Corporation to any of its Trustees or officers.

Section 15.3 Deposits. All monies of the Corporation not otherwise employed or invested shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Trustees may select or as from time to time may be selected by any officer or agent authorized to do so by the Board of Trustees.

Section 15.4 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements and evidences of indebtedness of the Corporation shall be signed by such officers or such agent or agents of the Corporation and in such manner as the Board of Trustees from time to time may determine. All expenditures in excess of Five Thousand Dollars ($5,000) shall receive prior approval by the majority of a quorum of the Board of Trustees. Endorsements for deposit to the credit of the Corporation, in any of its duly authorized depositories, shall be made in such manner as the Board of Trustees from time to time may determine.

ARTICLE 16. FISCAL YEAR

The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31 of each such year.

ARTICLE 17. INDEMNIFICATION

Section 17.1 Indemnification. No Trustee, officer, employee or agent shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said officer. Trustee, employee or agent performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his or her heirs and administrators who shall serve at any time as a Trustee, officer, employee or agent of the Corporation to the fullest extent allowable under Utah law from and against any and all claims, judgments, and liabilities to which such persons shall become subject, by reason of his or her having heretofore or hereafter been a Trustee, officer, employee or agent of the Corporation or by reason of any action alleged to have been heretofore or hereafter taken or omitted to have been taken by him as such Trustee, officer, employee or agent and shall reimburse any such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability; provided that the Corporation shall have the power to defend such person from all suits or claims; and provided further, however, that no such person shall be indemnified against or be reimbursed for or be defended against any expense or liability incurred in connection with any claim or action arising out of his or her own negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically provided for herein or otherwise permitted. The Corporation, its Trustees, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing so to do in reliance upon the advice of counsel.

Section 17.2 Other Indemnification. The indemnification herein provided shall not be deemed exclusive of any other right to indemnification to which any person seeking indemnification may be entitled under the law, the Articles of Incorporation, any Bylaw, agreement, vote or disinterested Trustees, or otherwise, both as to action taken in his or her official capacity and as to action taken in any other capacity while holding such office. It is the intent hereof that all officers, Trustees, employees and agents be and hereby are indemnified to the fullest extent permitted by the laws of the State of Utah and these Bylaws. The indemnification herein provided shall continue as to any person who has ceased to be a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of any such person.

Section 17.3 Insurance. The Board of Trustees may, in its discretion, direct that the Corporation purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this Article.

Section 17.4 Settlement by Corporation. The right of any person to be indemnified shall be subject always to the right of the Corporation by the Board of Trustees, in lieu of such indemnify, to settle any such claim, action, suit or proceeding at the expense of the Corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.

*Bylaws revised by vote of membership at the June, 2009, club meeting.