Bylaws

Arizona’s Premier Sport Touring Club

MISSION STATEMENT

To promote responsible and safe motorcycle activities for AZRATPack members by organizing and encouraging participation in our, our affiliates and AMA Sanctioned events. Our activities and operations shall be conducted in a manner consistent with a family oriented, non- political, non-religious philosophy.

ARTICLE I. OFFICES

 1.0         Principal Office

The principal office of the Club in the State of Arizona shall be located in the County of Maricopa.

1.1         Other Offices

The Club may have such other offices, either within or without the State of Arizona as the Board of Directors may determine, or as the affairs of the Club may from time to time require.

ARTICLE II. MEMBERS

 2.0       Qualifications

This Club shall have two classes of members: members and associate members. Upon application to the board in the form and manner that the board may from time to time prescribe, upon the meeting of such other and further requirements as the board may from time to time impose, and upon payment of the dues, fees, and assessments set by the board of directors, any person dedicated to the purposes of this Club may be admitted as a member of this Club, by majority vote of the board of directors, provided, however, that a  minor must receive written approval of a parent or guardian before the application may be considered.

2.1          Members

Members shall have the right to vote, as set forth in these bylaws, on the election of the officer-directors, on the election of directors, on the disposition of all or substantially all of the assets of the Club, on any merger, and on any election to dissolve the Club.  Only members shall have the right to vote on Club matters.

2.2          Associate Members

The Club may create one or more classes of associate members upon such terms and conditions, and granting such privileges and obligations as the board may from time to time adopt by resolution. Associate members shall not have the right to vote in Club matters, although the Club may refer to such persons or entities as “members.”

2.3          Dues, Fees, and Assessments

Each member must pay, within the time and on the conditions set by the board, dues, fees, and assessments, in amounts to be fixed from time to time by the board.

2.4          Termination of Membership

A membership shall terminate on occurrence of any of the following events:

  1. Resignation of the member, on reasonable notice to the corporation;
  2. Failure of the member to pay dues, fees, or assessments as set by the board within the period of time set by the board after they become due and payable; or
  3. Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications.

2.5          Transfer of Memberships

Memberships in this corporation are not transferable.

 ARTICLE III. MEETINGS OF MEMBERS

3.0       Monthly Meetings

Membership meetings are to be held monthly to discuss ideas, concerns and other club related business.  These meetings are held on every last Thursday of the month at a place to be determined by the person designated by the Board of Directors (BOD). To give all members an opportunity to attend, these meetings will be held at locations in what is considered Central Phoenix, East and West Valleys in alternating months.

At these meetings, only full members can bring up, discuss and when appropriate, vote on club business.

ARTICLE IV. BOARD OF DIRECTORS

 4.0       General Powers

The affairs of the Club shall be managed by its Board of Directors.

4.1          Number and Directors

The number of directors serving on the board of directors of the corporation shall be no less than five and no more than fifteen. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.

4.2       Founding Board of Directors

As of the 1st of January 2016, the club has been operating with a Board of Directors as appointed by the President.  All appointments and removals of directors shall be commenced by a motion, a second and a majority vote of officers.

4.3          Designation and Term of Office

There shall be two classes of directors, directors and honorary (appointed) directors. Directors shall be the officers of the Club, i.e., the president, vice-president, secretary, treasurer, and membership services director. The term of office of is permanent.  When a director elects to step down, replacement candidates will be solicited and voted on by the remaining directors.  If necessary, honorary directors may be asked to vote to break ties.

The board by resolution may create new offices, and add to the number of directors, up to the maximum number of directors permitted.

Honorary directors shall be to the discretion of the board and traditionally held by the chairman of the SCMA and a representative of corporate sponsor(s).  Only officers of the club have full voting rights.  Appointed directors may be called upon to vote if majority of club officers agree.

4.5          Appointment & Termination of Appointed Directors

Appointed directors shall be appointed and removed by majority vote of the officers.

4.6   Vacancies

In the event of a vacancy in the office of president, the vice-president shall assume the office of president. The board of directors shall by majority vote elect a replacement to complete the remaining term of office in the event of a vacancy in any other position on the board of directors.

4.7          Place of Meetings, Meetings by Telephone

Meetings of the board shall be held at the principal office of the Club or at such other place as has been designated by the president. Any meeting may be held by: conference,  telephone,  or similar communication equipment, so long as all directors

participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.

4.8          Meetings of the Board

Scheduled meetings of the board occur on the 2nd Tuesday of every other month starting May 10, 2016. Meetings of the board for any purpose may be called at any time by:

  1. the president
  2. the vice-president, secretary, and one additional director, or
  3. a majority of the directors

4.9          Board Actions by Electronic Mail

Any motion that the board may consider in a meeting may be presented by electronic mail addressed to all board members. If the motion is seconded and receives favorable votes of a majority of the directors. The motion shall be effective immediately upon approval, but shall be read into the minutes of the next regularly scheduled meeting of the board.

4.10     Quorum

The presence of a majority (one-half plus one) of the directors shall constitute a quorum. For any action requiring a majority vote of the directors, a vote of a majority of the directors present at a duly noticed meeting of the board shall constitute a majority vote of the board.

4.11  Proxies

Each director entitled to vote shall have the right to do so either in person of by an agent authorized by a written proxy, signed by the person and filed with the secretary of the corporation.   The proxy shall designate the meeting for which it is effective,  and

shall be effective for one meeting only. A proxy shall extend to any matter that may be raised during the meeting of the board for which it is effective. Proxy voting is not permitted for motions presented to the board by electronic mail.

4.12     Compensation

The board of directors shall serve without monetary compensation of any kind, but may be reimbursed for expenses incurred in the performance of their duties.

ARTICLE V. OFFICERS

 5.0       Officers of the Corporation

The officers of the corporation shall be the president, vice-president, secretary, treasurer and membership services director.

5.1          President

The president shall be the principal executive officer of the Club and shall in general supervise and control all of the business and affairs of the Club. The president shall preside at all meetings of the board of directors. In the event of a tie vote at a meeting of the board of directors on any issue that may be decided by a simple majority of the board of directors, the vote of the president shall be preponderant. The president shall perform all duties incident to the office of president and such other duties as from time to time shall be prescribed by the board of directors.

5.2          Vice-President

In the absence of the president, the vice-president shall assume the duties of president.

5.3          Secretary

The secretary shall keep the minutes of the meetings of the board of directors in one or more books and/or digital records provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws, and in general perform all duties incident to the office of secretary.

5.4          Treasurer

The treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Club; receive and give receipts for monies due and payable to the Club from any source whatsoever, and deposit such monies in the name of the Club in such banks or other depositories as shall be selected by the board of directors, and in general perform all duties incident to the office of treasurer.

5.5          Membership Services Director

The membership services director shall maintain membership lists, respond to members’ requests for assistance, review all applications for membership, provide monthly list to the board of the names of new members, provide members with membership certificates, and perform such other duties as the board may from time to time determine.

5.6           Compensation

The officers of the corporation shall serve without compensation of any kind, but may be reimbursed for expenses incurred in the performance of their duties.

ARTICLE VI MISCELLANEOUS PROVISIONS

 6.0       Gifts

The board of directors may accept on behalf of the Club any contribution, gift, bequest, or devise, for the general purposes or any specific purpose of the Club.

6.1          Certificates of Membership

The Club shall issue certificates of membership to each member.

6.2          Fiscal Year

The fiscal year of the corporation shall run from January 1 through December 31.

6.3          Waiver of Notice

Whenever any notice is required to be given under the provisions of the bylaws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice, will be equivalent to the giving of such notice.

ARTICLE VII. AMENDMENTS AND DISSOLUTION

 7.0       Amendments

The bylaws of this Club may be amended, added to, or replaced by a vote of a majority of the members present at a meeting called for the purpose of amending bylaws, or by a solicitation to vote by written ballot without a meeting.

7.1          Method of Effecting Dissolution

The board of directors shall call a special meeting of the members for the purpose of dissolution, or a solicitation to vote by written ballot without a meeting, when presented by a written petition signed by two-thirds of the directors requesting such meeting. The resolution will be adopted if a majority of the members so vote. If a quorum is not obtained, a second meeting (or vote) shall be called, and the resolution will be determined by a majority of votes cast.

7.2          Winding Up

The officers of the board of directors shall remain in office for the purpose of winding up the affairs of the corporation. All corporate property shall be disposed of in accordance with the articles of incorporation.

ARTICLE VIII.  RIDE CONDUCT

Group riding is a very enjoyable event if some basic group safe riding practices are observed.  The following group safe riding practices are to be observed on all AZRATPack group rides.

1) Observance of the 2 second following rule. (Maintain at least a 2 second interval between yourself and the motorcycle directly in front of you in your line)

2) Stay in the lane the group is traveling in.

3) Ride in a staggered formation with at least a one-second interval between you and the bike staggered in front of you.

4) When riding on single lane roads, the group will ride in single file, not staggered

5) Lead riders maintain a pace that allows the group to stay together and slow down if the group becomes separated so that the group can catch up and reform.

6) Do not cut in and out of the group formation. However, if you need to remove yourself from the group due to a hazard, do so safely by using head checks, signals, and making sure you do not interfere with another rider.

7) All ride participants will use safe riding hand signals and head checks on all group rides.

8) A rider, driver, or passenger under the influence of alcohol or any impairing substances is never permitted on AZRATPack rides.

9) Do not hinder, interfere, or otherwise stop motorists from entering the group so they can enter or exit or make necessary turns or lane changes as safely and as quickly as possible.

10) When adjusting the staggered formation, the cross over method should be used. However, it is also not necessary to correct the formation.

11) Obey all traffic laws.

12) Everyone is responsible for their own safety.

Road Captains/Ride Leaders are expected to share the ride conduct and group safe riding practices with attendees before a ride and ensure execution of waivers and release forms as required.

ARITCLE IX.  ALCOHOL POLICY

The consumption and use of alcohol or any imparing substance is a serious personal responsibility involving the safety and welfare of family, riding friends and the individual AZRATPack member.

Consumption of alcohol (or any imparing substance) before or during a motorcycling activity is not safe responsible behavior.

The AZRATPack Board of Directors has voted to establish this clear and simple policy pertaining to the consumption of alcoholic beverages (or any imparing substance) before and during AZRATPack rides.

At no time during an AZRATPack ride will anyone in the group be under the effects of drugs or alcoholic beverages.

An AZRATPack ride is defined as the period between sign-up at the starting point and kickstands-down at the final destination of the day.

Notice: Liquor liability coverage is not provided by the AMA General Liability Insurance Policy.

END OF BYLAWS

AMA Charter #3333791