Bylaws of the American Historic Racing Motorcycle Association (A.H.R.M.A.)
Name, Purpose, Status and Office
SECTION 1. Name: A.H.R.M.A. (hereinafter the “Association”)
SECTION 2. Purpose: The Association’s primary purpose shall be to promote the sport of vintage motorcycle racing by circulating printed material about the sport, by conducting exhibitions to introduce the sport to the public, by conducting vintage motorcycle racing events and by giving instructional clinics for the public, all to the end of providing wholesome activity and entertainment for the social improvement and welfare of the community.
SECTION 3. Status: The Association shall be an Ohio non-profit corporation.
SECTION 4. Principal Office: The principal office of the Association shall be 309 Buffalo Run, Goodlettsville, TN 37072. The Association may have such other offices, either within or without the State of Ohio, as the Board of Trustees may designate or as the business of the Association may require from time to time.
SECTION 5. Registered Office: The registered office of the Association, required by the Ohio Revised Code to be maintained in the State of Ohio, may be, but need not be, identical to the principal office as set forth above and the address of the registered office may be changed from time to time by the Board of Trustees. The registered office is CT Corporation System, 1300 E. 9th Street, Suite 1010, Cleveland, Ohio 44114.
SECTION 1. Members: The Association may have two classes of members: Full Members and Associate Members. Any person interested in and capable of furthering the purposes of the Association shall be eligible for membership.
a) Full Members are those individual members who hold membership as provided in Section 2 of this Article II. Such members shall be entitled to all of the privileges of membership in the Association.
b) Associate Members may be individuals, corporations, partnerships or any other entities interested in and capable of furthering the purposes of the Association. Such members shall be eligible to receive only such benefits and privileges of membership as the Board of Trustees shall determine on a case-by-case basis.
SECTION 2. Application to Membership: Any person or entity interested in becoming a Full or Associate Member shall submit a completed membership application to the Executive Director through the Membership Office. Those individuals accepted as Full Members shall thereupon be entitled to all of the privileges of membership in the Association, but shall be required to pay such dues as set by the Board of Trustees pursuant to Section 3 of this Article II. Any person or entity approved for Associate Membership shall pay such dues and enjoy only those privileges of membership as the Board shall determine.
SECTION 3. Dues: Full Members who have joined the Association on an annual basis shall pay dues annually at such times and in such amounts as the Board of Trustees may from time to time establish. Associate Members’ dues shall be payable at such times and in such amounts as shall be determined by the Board of Trustees. Any member who has failed to pay dues for a period of ninety (90) days beyond his or her renewal date shall be subject to the termination of membership privileges pursuant to Section 4 below. No refund of dues shall be made under any circumstances.
SECTION 4. Resignation:
a) A member may resign by letter addressed to the Executive Director. The resignation shall be effective upon receipt by the Executive Director.
b) A member shall cease to be a member if they fail to pay their dues within ninety (90) days after they become due. Such member shall thereupon lose all membership privileges and forfeit all dues and fees already paid.
c) The Board of Trustees, at its sole discretion, may terminate, suspend or choose not to renew any membership at any time, with or without cause, if the Board shall deem such action to be in the best interest of the Association. The Executive Director shall immediately notify a member in writing of the action of the Board of Trustees. The member shall thereafter be entitled to a reasonable opportunity to be heard, in person or through a representative, by the Board of Trustees or a committee appointed by it. The Board of Trustees may thereafter rescind its decision, reject membership, terminate the suspension, continue the suspension for a definite term or expel the member; and its decision shall be final.
Meetings of the Members
SECTION 1. Annual Meeting: The annual meeting of the Association shall be held in the first six months of each calendar year for the purpose of presenting the reports of officers, committees and boards and to transact such other business as may lawfully come before the members. The time and place of the annual meeting shall be established by the Board of Trustees.
SECTION 2. Regular Meetings: regular meetings of the Association shall be held at the Board’s discretion. Such meetings shall be held to transact such business as the Board of Trustees shall determine. Regular meetings shall be held at such time and place as the Board of Trustees shall designate.
SECTION 3. Special Meetings: Special meetings of the Association may be called at any time by the Board of Trustees upon its own motion. The Board of Trustees must call a special meeting of the Association on petition of at least 40% of the Full Members of the Association. The basis upon which this 40% shall be calculated shall be the total number of Full Members on the 30th day of April immediately preceding the submission of the petition. Such meetings shall be held at such time and place as may be designated by the Board.
SECTION 4. Notice: A written notice of each annual, special and regular meeting, stating the place, hour, date and purpose thereof shall be provided by an officer of the Association to every Full Member, not less than seven (7) nor more than thirty (30) days before such meeting. No action shall be taken at any meeting of the members unless the intention to consider the subject matter has been set forth in the notice of the meeting, or in an agenda submitted therewith. Publication of notice inVintage Views, on the Association’s Web site or in such other publication as the Association may provide regularly to its members shall be considered proper notice of any meeting.
SECTION 5. Voting: At all meetings of the members, a quorum shall consist of fifteen percent (15%) of the Association’s Full Members, as of the immediately preceding April 30th. Each Full Member shall have one vote on each and every matter submitted to a vote of the members. Associate Members shall not be eligible to vote. All matters submitted to membership vote shall be approved upon the vote of a majority of those present and voting so long as a quorum is then present.
SECTION 1. Role: The business and affairs of the Association shall be managed by the Board of Trustees. The Board shall consist of Full Members of the Association elected in the manner set forth below.
SECTION 2. Number: The number of members to be on the Board of Trustees shall initially be three. Those three Trustees shall name twelve Trustees who shall assume their positions on the Board not later than January 1, 1989, as set forth in this Article IV, Section 5 below. One half of the Trustees shall reside east of the Mississippi River, and the other half of the Trustees shall reside west of the Mississippi River. For Canada, east/west residence shall be determined by the provincial line between Manitoba and Ontario.
SECTION 3. Election: The initial members of the Board of Trustees shall be appointed in accordance with Section 5 below. Thereafter, Trustees shall be elected by majority vote of the Full Members voting.
SECTION 4. Term of Office: After the initial Trustees have served, all Trustees shall be elected for a term of three years.
SECTION 5. Initial Board of Trustees: The Trustees stated on the Association’s Articles of Incorporation shall appoint, on or before December 31, 1988, twelve Full Members who shall sit upon the Board of Trustees commencing January 1, 1989. Six of said Board members shall reside east of the Mississippi River and six shall reside west of the Mississippi River. Three of the twelve initial Board members shall be appointed for a one-year term, three for a two-year term, three for a three-year term and three for a four-year term. Thereafter, Trustees shall be elected for three-year terms with two trustees from the East, and two Trustees from the West being elected annually at the end of their three-year terms.
SECTION 6. Disability of Trustee: In the event of a Trustee’s death, resignation, lapse of membership, relocation out of the proper area (i.e. east or west of the Mississippi) or other incapacity, such Trustee’s office shall be declared vacant. In the event that a Trustee fails to attend three consecutive meetings of the Board, such office shall be deemed to have been vacated. In the event that the office of a Trustee becomes vacant, the Board, by majority vote, shall appoint a replacement Trustee who shall take office and serve for the balance of the vacated Trustee’s term.
SECTION 7. Nomination and Elections: Nominations of Full Members to serve as Trustees may be made by any Full Member in good standing pursuant to any procedure which may, from time to time, be authorized by the Board of Trustees. A member in good standing can nominate him or herself. Elections of Trustees shall be held prior to the Association’s annual meeting and shall be by secret ballot mailed to the membership in accordance with Article III, Section 5 hereof. Such newly elected Trustees shall take office during the annual membership meeting, replacing the previous Trustee at that time. Voting for Trustees or on a proposed amendment to the Articles of Incorporation of the Association shall be by mail and by official ballot that shall be submitted to the officer in charge of the meeting. Two-thirds of the members voting shall be required to approve any proposed amendment to the Articles of Incorporation as set forth in Article VIII, Section 1 hereof. Along with notice of any meeting at which a vote by official ballot is to occur, the Association shall send or publish, if notice of the meeting is provided by publication, an official ballot with the following instructions:
INSTRUCTIONS FOR VOTING
Only Full Members in good standing may vote. Only votes on official ballots will be counted. Mark your official ballot and write or print your name and AHRMA membership number on the ballot. Mail or deliver your ballot to the address printed on the ballot. If you do not include your name on your ballot, your ballot will not be counted.
SECTION 8. Performance of Duties: A Trustee of the Association shall perform his or her duties as a Trustee, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Association and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Trustee may not serve in a compensated position within AHRMA operations. A Trustee may not participate in or attempt to influence any decision by the Association that may affect his or her own personal business interest or otherwise use his or her position as a Trustee for personal gain. In performing his or her duties, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b) and (c) of this Section 8; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a Trustee of the Association. Those persons and groups on whose information, opinions, reports and statements a Trustee is entitled to rely upon are:
(a) One or more officers or employees of the Association whom the Trustee reasonably believes to be reliable and competent in the matters presented; or
(b) Legal counsel, public accountants and persons with expertise in a particular area with whom the Association has consulted; or
(c) A committee of the Board upon which he or she does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the Bylaws, as to matters within its designated authority which committee the Trustee reasonably believes to merit confidence.
The duties of the Board of Trustees shall include, but