CLUB BYLAWS
Peachtree Chapter,
BMW Car Club of America, Inc.
Bylaws
Reconfirmed Jan 5, 2024
Article I. NAME AND OFFICE
Section 1 – Name
Section 2 – Registered Agent and Registered Office
Section 3 – Affiliation with the BMW Car Club of America
Article II. OBJECTIVES
Article III. POLICY, POWERS, AND LOGOS
Section 1 – Political Activity
Section 2 – Powers
Section 3 – Logos
Article IV. OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations and Indebtedness
Section 2 – Unauthorized Obligations
Section 3 – Personal Liability for Unauthorized Obligation
Article V. MEMBERSHIP, DUES, AND PRIVILEGES
Section 1 – Members
Section 2 – Dues
Section 3 – Privileges
Section 4 – Exclusion from Events
Article VI. MEETINGS
Section 1 – Conduct of Business
Section 2 – Notification
Section 3 – Annual Meeting of Members
Section 4 – Board of Directors’ Meetings
Section 5 – Special Meetings of Directors and Members
Section 6 – Quorum
Article VII. BOARD OF DIRECTORS
Section 1 – Board of Directors
Section 2 – Elected Officers
Section 3 – Duties
Section 4 – Committees
Section 5 – Indemnification
Article VIII. ELECTIONS
Section 1 – Annual Elections
Article IX. AMENDMENTS
Section 1 – Initiation
Section 2 – Approval by Board of Directors
Section 3 – Adoption
Article I. NAME AND OFFICE
Section 1 – Name
The Peachtree Chapter, BMW Car Club of America, Inc. (“the Chapter”) is a Georgia
domestic nonprofit corporation, incorporated on January 4, 1979. The Georgia State
Corporation ID is H900146 and the Federal EIN is 58-2021485.
Section 2 – Registered Agent and Registered Office
The Registered Agent in Georgia is Will Harris and the Registered Office (the place
where legal process and annual reports are mailed) is 10800 Alpharetta Highway, Suite
208-548, Roswell GA 30076-1490.
The mailing address of the Chapter is 10800 Alpharetta Highway, Suite 208-548,
Roswell GA 30076-1490.
Section 3 – Affiliation with the BMW Car Club of America
The Chapter is a Chapter of the BMW Car Club of America, Inc. (“CCA National”) and
serves members in the State of Georgia as assigned by CCA National.
Article II. OBJECTIVES
The general objectives of the Chapter, to which its members are mutually pledged,
shall be the furtherance and promotion of the following:
(a) The highest standards of courtesy and safety on the roads.
(b) The enjoyment and sharing of goodwill and fellowship engendered by owning a
BMW and engaging in such events as may be agreeable to the membership.
(c) The maintenance of the highest standards of performance and operation of a BMW
by sharing technical information.
(d) The establishment and maintenance of mutually beneficial relationships with BMW
dealers and other service sources to the end that BMW shall prosper and continue to
enjoy its position in sports annals.
(e) The exchange of ideas and suggestions with other BMW clubs throughout the world
and such cooperation as may be desired.
(f) The establishment of such mutually cooperative relationships with other sports car
clubs as may be desirable.
Article III. POLICY, POWERS, AND LOGOS
Section 1 – Political Activity
The Chapter shall be politically nonpartisan.
Section 2 – Powers
The Chapter shall be empowered to do all things and conduct all business, not for
profit, necessary to carry out the objectives of the Chapter as set forth in the Articles of
Incorporation and in these bylaws.
Section 3 – Logos
Logos used by the Chapter shall comply with standards established by CCA National.
Article IV. OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations and Indebtedness
Obligations and indebtedness shall only be incurred in the name of the Chapter by a
vote of the four elected officers acting as the Board of Directors or by persons duly
authorized by the Board of Directors. Only the four elected officers or persons
authorized by the board of directors (see Article VII, Section 1) to act on behalf of the
Chapter shall incur any obligations or indebtedness in the name of the Chapter. All
obligations or indebtedness incurred in accordance with the provisions of these bylaws
shall be incurred solely as corporate obligations. No personal liability whatsoever shall
attach to such corporate obligation or liability.
Section 2 – Unauthorized Obligations
No elected officer or any person authorized by the board of directors to act on behalf of
the Chapter shall incur any obligation or indebtedness in the name of the Chapter
which is not for the general benefit of the entire membership of the Chapter nor shall
the board of directors approve the incurring of any such obligation or indebtedness.
Section 3 – Personal Liability for Unauthorized Obligation
The incurring of any unauthorized obligation or indebtedness in the name of the
Chapter by any elected officer or member shall be an ultra vires act. The person or
persons responsible for such act or acts shall be personally liable, individually and
collectively, to the Chapter in an amount equal to the obligations or indebtedness which
the Chapter may be required to pay.
Article V. MEMBERSHIP, DUES AND PRIVILEGES
Section 1 – Members
The membership of the Chapter shall consist of members and associate members of
CCA National in good standing who are assigned to the Chapter or who have
designated the Chapter as an additional chapter affiliation with CCA National. A person
who is not a member in good standing of CCA National is not a member of the Chapter
for any purpose.
Section 2 – Dues
Establishment and collection of dues shall be the responsibility of CCA National.
Section 3 – Privileges
(a) Only members shall be entitled to hold elective office.
(b) Only members may vote on any issue presented for a vote of members.
(c) Only members may hold appointive office.
Section 4 – Exclusion from Events
A member may be excluded from attending any one or more Chapter events, or
otherwise restricted from participating in any one or more Chapter activities, by a
majority vote of the board of directors. Any member aggrieved by such a determination
shall have the right to appeal to the membership of the Chapter at any regular or
special meeting of members. The vote of a majority of those present, shall be final.
Article VI. MEETINGS
Section 1 – Conduct of Business
All meetings for conduct of Chapter business shall be guided by parliamentary
procedure as specified in Robert’s Rules of Order.
Section 2 – Notification
Notification of meetings will be considered given if any method of communication which
can be expected to cover separately or in combination the vast majority of the
Chapter’s membership, to include but not be limited to email, printed newsletter, postal
letter, web site, and other yet to be developed schemes is used and provides that
information at least 30 days in advance.
Section 3 – Annual Meeting of Members
Annual meetings of the members shall be held at a time and place determined by the
board of directors. Notice of the time and place of an annual meeting shall be
announced to the membership via club website and/or newsletter.
Section 4 – Board of Directors’ Meetings
Board of directors’ meetings shall nominally be held monthly throughout the year. The
members of the board of directors shall be notified of the date and place of such
meetings. Individual meeting dates may be changed at the direction of the board of
directors.
Section 5 – Special Meetings of Directors and Members
(a) The president may call a special meeting of the board of directors at any time, upon
not less than two (2) days notice given by email or telephone. The board of directors
may meet in person or by conference call or any other medium allowing for
simultaneous communication. Any action that may be taken at a meeting of directors
may be taken by written consent signed by all members of the board of directors
entitled to vote thereon.
(b) The president shall call a special meeting of the membership as soon as practical
after within three weeks of the receipt of a petition for such signed by any twenty (20)
members.
Section 6 – Quorum
(a) Membership Meetings – At any general or special meeting of the members, the
presence (in person or by proxy) of all of the following shall constitute a quorum: two of
the four elected officers, including the president or vice president; three other members
of the board of directors; and not less than fifty (50) members. All votes shall be by a
majority of those present (in person or by proxy). In the event of a tie vote by the
membership, the then-acting president shall cast an additional deciding vote.
(b) Board of Directors Meetings – At any meeting of the board of directors, the
presence (in person or by proxy) of two of the four elected officers, including the
president or vice president, and three other members of the board of directors shall
constitute a quorum. All votes shall be by a majority of those entitled to vote on
particular matters (see Article VI, Sections 1 and 4).
Article VII. BOARD OF DIRECTORS
Section 1 – Board of Directors
(a) The board of directors shall consist of the four elected officers of the Chapter, the
DE Chair, and the Committee Chair of each standing and special committee then in
existence. The four elected officers may vote on all issues. All other Committee Chairs
may vote only on issues directly related to their respective programs. The board will
strive to act by consensus whenever possible.
(b) The board of directors may remove any officer for good cause. The board of
directors shall appoint a replacement to fill the remainder of the term of any officer who
dies, resigns or is removed by the board.
(c) Board meetings shall be open to all members.
(d) Meeting minutes shall be kept by the secretary and shall be available for review by
any member upon request.
Section 2 – Elected Officers
The elected officers of the Chapter shall be the president, vice president, secretary, and
treasurer. No person shall hold more than one elective office concurrently.
Section 3 – Duties
(a) The president shall briefly report the actions of the board of directors to the
members. The president shall supervise and coordinate the duties of the other officers.
The president shall be the chief spokesman for the Chapter in all dealings with the
public and with CCA National. All appointments or removals of Committee Chairs shall
be implemented by a majority vote of the board members entitled to vote on the issue.
(b) The vice president shall assist the president in the performance of the latter’s duties
and shall act in the President’s stead in the event of the President’s absence or
disability. The Vice President shall be responsible for overseeing event scheduling and
functioning as the liaison between the board of directors and event organizers.
(c) The secretary shall keep full and complete minutes of all meetings of the board of
directors and shall strive to distribute same to attendees within two (2) weeks after the
meeting. The secretary shall be responsible for ensuring full compliance with the
bylaws. The secretary shall be responsible for notice to the membership for all annual
and special meetings and shall be responsible for maintaining all past minutes of the
Chapter.
(d) The treasurer shall have custody of all monies, debts, obligations, and assets of the
Chapter. The treasurer shall be authorized to make normal ongoing disbursements as
required to operate the Chapter. Extraordinary disbursements shall not be made
without special authority from the board of directors. The treasurer shall keep the
Chapter’s books of account on a calendar year basis and shall file the Chapter’s
income tax return by May 15 of each year. The treasurer shall give a financial report at
each regular meeting of the members and of the board of directors. The treasurer shall
have custody of the past financial records of the Chapter.
Section 4 – Committees
The board of directors may establish committees as needed, both standing and
special. Each such committee will have a chair elected by a majority of the members of
the committee, and approved by the board (“Committee Chair”).
Committee Chairs vote on issues directly related to their program. When a Committee
Chair position is shared by more than one person, a majority vote of the co-Committee
Chairs determines the single vote that represents that Committee Chair position. The
standing Committee Chairs are:
(a) The Autocross Committee Chair is responsible for organizing and running Chapter
autocrosses.
(b) The Concours Committee Chair is responsible for organizing and running concours
events.
(c) The Drivers’ School Committee Chair is responsible to the DE for organizing and
operating the Drivers’ School and HPDE events.
(d) The Newsletter Editor serves as editor and is responsible for the Chapter’s
compliance with CCA National’s publication requirements.
(e) The Membership Committee Chair is responsible for maintaining an up-to-date
roster of members and encouraging new and established members to participate in
Chapter and national events.
(f) The Social Committee Chair is responsible for organizing parties and social events
for the membership.
(g) The Do-it-Yourself Committee Chair is responsible for DIY events.
(h) The Tourmeister is the Committee Chair responsible for organizing and running
Chapter tours.
(i) The Webmeister is the Committee Chair responsible for the Chapter Web site,
relying on other Committee Chairs for materials related to their respective events or
activities.
Section 5 – Indemnification
(a) To the full extent permitted by the Georgia Domestic Nonprofit Organization Act
and any other applicable law, the corporation shall indemnify a director or officer of the
corporation who is or was a party to any proceeding by reason of the fact that he or she
is or was such a director or officer.
(b) The Board of Directors is hereby empowered, by majority vote to cause the
corporation to indemnify or contract in advance to indemnify any person who was or is
a party to any proceeding, by reason of the fact that he or she is or was an employee,
authorized agent, or volunteer worker of the corporation, unless that employee, agent
or volunteer has acted in a reckless manner.
(c) The corporation may purchase and maintain insurance to indemnify it against the
whole or any portion of the liability assumed by in accordance with this Section and
may also procure insurance, in such amounts as the Board of Directors may determine,
on behalf of any person who is or was a director, officer, employee, or agent.
Article VIII. ELECTIONS
Section 1 – Annual Elections
The officers of the Chapter shall be elected by ballot by majority vote of the members
by media approved by the Board. Voting shall be on a slate proposed by the
nomination committee; write-ins are not permitted. Nominations must be made with the
written consent of the nominee. The nominating committee’s slate shall consist of one
or more nominees for each office. Nominations for elected officers shall be defined
during the nomination period and before voting commences. The ballot, voting
deadline, and candidacy statements shall be published in the Chapter newsletter
and/or website before the annual meeting. In the event that all 4 Chapter officer
nominees are running un-opposed after the nomination period ends, elections are not
needed and the nominated officers shall assume their duties immediately for their next
term. Otherwise, if any one candidate on the ballot does not receive a majority vote, the
candidate with the lowest number of votes shall be dropped, and another ballot shall be
run between the remaining candidates. This procedure shall be followed until one
candidate receives majority vote. The newly elected officers shall officially assume
duties of office immediately after validation.
Article IX. AMENDMENTS
Section 1 – Initiation
Any member of the Chapter may propose an amendment to these bylaws. A proposed
amendment to these bylaws must be submitted in writing or by electronic means to the
board of directors.
Section 2 – Approval by Board of Directors
If a proposed amendment is approved by a majority of the board of directors, the
secretary shall furnish all members of the Chapter with a copy of the proposed
amendment by publishing it to the Chapter website. The Chapter membership will have
four calendar weeks after publication to review the proposed bylaw changes and
provide feedback or recommendations. The membership can provide advanced
feedback or recommendations to the board of directors via electronic means, U.S mail
or in person as an agenda item for the next regular meeting or special meeting.
Section 3 – Adoption
The proposed amendment shall become effective as soon as it is accepted by a
majority vote of the members present at any regular or special meeting of the members
held after the publication of the proposed amendment.