Article 1 – Office

The principal office of the Corporation in the State of Maryland shall be located in the County of Montgomery. The Corporation shall have, and continuously maintain the State of Maryland a registered office, and the registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principle office in the State of Maryland, and the address of the registered office may be changed from time to time by the Board of Directors.

Article 2 – Members

Section 1 – The Corporation shall have two classes of members. Regular and Associate members.

Section 2 – Election of Regular Members. A Membership Committee shall be appointed by the President, consisting of four (4) members, who are not officers, to consider prospective members. This committee, together with the Board of Directors, a total of eight (8) members, shall vote on prospective new members. This vote shall take place at a special meeting to be held after the prospective member has met all membership requirements. A three-fourths (3/4) vote shall be required for induction.

Section 3 – Voting rights. Each regular member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4 – Termination of Membership. The Board of Directors, by affirmative vote of three-fourths (3/4) of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing. A majority vote of those members present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of payment of dues for a period fixed in these By-Laws.

Section 5 – Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues. No refund of dues paid will be issued.

Section 6 – Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors by an affirmative vote of three-fourths (3/4) of the members of the Board, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Section 7 – Transfer of Membership. Membership in this Corporation is not transferable or assignable.

Section 8 – Qualifications for Regular Membership.

a. Prospective members must have a motorcycle titled in his name of least 400 cc.

b. Prospective members shall be sponsored by an active regular member. The prospective member shall; attend weekly breakfast rides over a period of not less than three (3) months, demonstrate sufficient riding skills, ride in accordance with the Club’s values and fit in socially with the club. The prospective rider’s candidacy shall be discussed at a monthly meeting during the three (3) month period.

c. Any prospective new member to the club must have his name presented before the Board of Directors by the member sponsoring him along with any pertinent information regarding the prospective member.

Section 9 – Associate Member. The Associate Member has no voting rights. A member who has been a regular member for a period of 10 consecutive years or more may request to become an associate member. The prospective associate member may be active or inactive.

a. The Associate must resign from the Corporation as a regular member in good standing, i.e. is current on financial obligations.

b. The Associate can remain on the mailing list to receive all correspondence for a nominal fee. This expense shall be for the cost of the mailings and will be due in full at the beginning of each fiscal year. If the inactive member chooses to receive electronic mailings, in lieu of U. S. Mail, the fee may be waived.

c. A Membership Committee shall be appointed by the President, consisting of four (4) members, who are not officers, to consider prospective associate members. This committee, together with the Board of Directors, a total of eight (8) members, shall vote on prospective associates. This vote shall take place at a special meeting to be held at such time that pleases the Membership Committee and the Board of Directors. A three-fourths (3/4) vote shall be required for induction.

d. All activities are open to Associate Members, however those activities which are funded wholly, or in part, by the Corporation will be made available to the Associate only if all costs incurred by the Corporation, to the benefit of the Associate are promptly paid. The Board of Directors will determine what costs the Associate Member will reimburse. If the charges are not paid in a timely manner, the Board of Directors may terminate the membership of the Associate.

Section 10 – Inactive Member. A member who resigns from the Corporation in good standing, i.e. is current on financial obligations can remain on the mailing list to receive all correspondence for a nominal fee. This expense shall be for the cost of the mailings and will be due in full at the beginning of each fiscal year. If the inactive member chooses to receive electronic mailings, in lieu of U. S. Mail, the fee may be waived. If the fee is not paid, the member will automatically be discontinued as an inactive member.

Article 3 – Meetings

Section 1 – Annual Meeting. The Corporation shall after the year 2001, hold an annual regular meeting of its members during November of each year for the purpose of electing directors and officers and for the transaction of such other business as may become before the meeting. If the election of directors shall not be held on the day designated for the annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of members as soon thereafter as conveniently may be held.

Section 2 – Regular Meetings. The Corporation shall have regular meetings the last Wednesday evening of each month with the exception of December.

Section 3 – Special Meetings. Special meeting of the members may be called by the President, Board of Directors, or not less than one-tenth (1/10 of the members having voting rights.

Section 4 – Place of Meetings. All meetings of the members shall be held at such place as the Board of Directors may designate. If no designation is made or if a special meeting be otherwise call, the place of meeting shall be the registered office of the Corporation in the State of Maryland; but if all of the members shall meet at any time or palace either with or without the State of Maryland and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 5 – Notice of Meetings. Written or printed notice stating the place, date and hour of any meeting of members shall be deliver either personally, by mail, or by electronic messaging to each member entitled to vote at such meeting, not less than ten (10) days or more than fifty (50) days before the date of such meeting, by or at the direction of the President or Secretary of the officers or persons calling the meeting. In the case of a special meeting of when required by statute or by these By-Laws the purpose or purposes for which the meeting is called shall be stated in the notice.

Section 6 – Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of members may be taken without a meeting is consent in writing setting forth the action so taken shall be signed by all the members entitle to vote with respect to the subject matter thereof.

Section 7 – Quorum.

a. The active members holding the majority of votes which may be cast at any meeting shall constitute a quorum of such meeting. An active member is defined as a member who is not more than four (4) months arrears in dues. A non-active member will be become active immediately upon payment of all back dues. Payment may be delivered to any officer of the Corporation. If a quorum is not present at any meeting of members, the majority of the members present may adjourn the meeting from time to time without further notice. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A member present at a club business meeting may not hold more than two proxies. Proxies may be used to call for a quorum at official club meetings for the purpose of conducting business.

b. The club officers may use the internet to achieve a quorum and a vote on an action or issue. This may occur when a quorum was not present at the monthly meeting and/or the officers determined that an action or issue is of sufficient importance or urgency to the club to warrant an e-mail vote. The President, with concurrence of the officers, would send an e-mail to all voting members describing the action/issue and requesting concurrence/non-concurrence by the end of a four-day deadline. If a quorum is gained by the deadline, the action would pass or fail depending on the vote. All members do not have to have voted as long as a quorum is achieved.

Section 8 – Robert’s Rules of Order shall govern the parliamentary proceedings of this club unless otherwise provided for in these By-Laws.

Article 4 – Board of Directors

Section 1 – General Powers. The affairs of the Corporation shall be managed by the Board of Directors. Directors, although they need not be residents of the State of Maryland, shall be members of the Corporation.

Section 2 – Number, Tenure, and Composition. The number of Directors shall be four (4). Each Director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified. The Board of Directors shall be composed of the four principal officers of the Corporation, the President, Vice President, Secretary and Treasurer.

Section 3 – Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than by this By-Law, immediately after and at the same place as the annual meeting of its members. The Board of Directors may provide by resolution the time and place either within or without the State of Maryland for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4 – Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meeting may fix any place either within or without the State as the place for holding any special meeting of the Board called by them.

Section 5 – Notice. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or electronic messaging to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope so addressed, with postage thereof prepaid. If notice is to be given by electronic messaging such notice shall be deemed to be delivered when the sender receives a confirmation of delivery receipt from the recipient. Any director may waive notice of any meeting. The attendance of any director at a meeting shall constitute such waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of such meeting, unless specifically required by law or by these By-Laws.

Section 6 – Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present, they may adjourn the meeting from time to time without further notice.

Section 7 – Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by the By-Laws.

Section 8 – Vacancies. Any vacancy occurring in the Board of Directors to be filled by reason of an increase in number of directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 9 – Compensation. Directors as such shall not receive any stated salaries for their services.

Article 5 – Officers

Section 1 – Officers of the Corporation shall be a President, one or more Vice Presidents (number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The members may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers as they shall deem desirable, such officers to have authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary.

Section 2 – Election and Term of Office. The officers of the Corporation shall be elected annually by the members of the Corporation at a regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be the case. The new officers shall take office at the beginning of the new fiscal year. New offices may be created and filled at any regular meeting of the membership. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3 – Nominating Committee. The President will appoint a committee of four (4) of which the President will be the Chairman. The committee will meet one month prior to election and prepare a list of nominees. All potential nominees will be asked for their acceptance before their name is submitted for nomination. The Secretary will send this list to all members at least two weeks before the election meeting.

Section 4 – Removal. Any officer elected or appointed by the membership may be removed by a two thirds (2/3) vote of the membership whenever in its judgment and in the best interest of the Corporation it shall be the case. Such removal shall be without prejudice to the contract rights of any of the officers so removed.

Section 5 – Vacancy. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 6 – President. The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and shall be Chairman of the Board of Directors. It shall be his responsibility to insure the annual maintenance of the corporate status of the club with regard to Federal and/or State Laws. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general he shall perform all his duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7 – Vice President. In the absence of the President or in the event of his inability or refusal to act (or in the event there shall be one or more Vice Presidents) the Vice Presidents in the order of their election, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all restrictions up the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The first Vice President elected shall be a member of the Board of Directors and the member of all committees to act as a liaison between those committees and the Board of Directors.

Section 8 – Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in the sum and with such surety for sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; received and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws, and in general perform all duties incident to the duties of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Treasurer shall be a member of the Board of Directors.

Section 9 – Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which behalf of the Corporation under its seal is duly authorized in accordance with the provision of these By-Laws; keep a register of the name, postal address, telephone number(s) and electronic mail address of each member which shall be furnished to Secretary by such member; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Secretary shall be a member of the Board of Directors.

Article 6 – Finances, Contracts, Checks & Deposits

Section 1 – Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation in addition to the officers so authorized by these By-Laws 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 specific instances.

Section 2 – Checks, Drafts, etc. All checks, drafts or orders for the payment of monies, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time be determined by the resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Treasurer and President or Vice President of the Corporation.

Section 3 – Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4 – Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.

Article 7 – Books and Records

This Corporation shall keep correct and complete records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

Article 8 – Fiscal Year

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.

Article 9 – Dues

Section 1 – Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable of the Corporation by the members. The initiation fee for new members shall be proposed by the Board of Directors and must be approved by a majority of members present at the next regular meeting.

Section 2 – Payment. Dues shall be payable the first month of each year. A grace period is established to end after the second month of the year. Club communications and activities will be restricted to those who are paid up in their annual dues. New members shall be assessed the full dues if they are inducted in the first 7 months of the year, or half dues if inducted in the last 5 months, August 1- Dec. 31st.

Article 10 – Corporate Seal

The Board of Directors shall provide a suitable seal containing the name of the Corporation, which seal shall be in the charge of the Secretary. The seal of the Corporation shall be affixed to all certificates of memberships and all other documents, contracts and papers that the Board of Directors may prescribe.

Article 11 – Waiver of Notice

Whenever any notice is required to be given under the provisions of the Non-Profit Corporations Act of the Laws of the State of Maryland or under the provision of the Articles of Incorporation or by the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice equivalent to giving of such notice.

Article 12 – Amendments to By-Laws

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by an affirmative vote of members casting fifty-one (51) percent of the votes present, at an annual meeting or at a special meeting called for that purpose, provided that written notice shall have been sent to each member which notice shall state the alterations, amendments or changes which are proposed to be made in such By-Laws. Such notice must be given at least sixty (60) days in advance in writing. If however, all of the members shall be present and any regular or special meeting; these By-Laws may be amended by a unanimous vote without any previous notice.

Article 13 – Inclement Weather Policy

The President is granted the authority to cancel scheduled club meetings due to inclement weather. Notice of cancellation shall be may be made via email or telephone and publication to the club’s web site.

Amended – January 2020

Updated – April 2017

Amended – January 28, 2004 

Amended – June 28, 2011 

Amended – August 31, 2011