Black Goat Off Road Club, Inc. a Virginia Nonprofit Mutual Benefit Corporation
ARTICLE I – NAME
The name of this corporation is Black Goat Off Road Club, Inc. (BGORC)
ARTICLE II - OFFICES
- SECTION 2.01 - PRINCIPAL OFFICE
The principal office for the transaction of the activities and affairs of the corporation (“principal office”) is located at Fairfax County, Virginia. The Board of Directors (“the Board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
- SECTION 2.02 - OTHER OFFICES
The Board may at any time establish branch or subordinate office at any place or places where the corporation is qualified to conduct its activities.
ARTICLE III - PURPOSES AND LIMITATIONS
- SECTION 3.01 - PURPOSES
This corporation is a nonprofit mutual benefit corporation organized under
Virginia Nonprofit Corporation Law (Title 13.1, Chapter 10 of the Virginia Code). The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law. Such purposes for which this corporation is formed are pleasure, recreation and other non-profitable purposes. This corporation is organized exclusively for such purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986. Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on:
- by a corporation exempt from Federal income tax under Section 501(c) (7) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law);
- by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
The primary purpose, aim, and objective of the corporation shall be as follows:
- The corporation shall be operated to promote the safe use and enjoyment of Off Road vehicles.
- The corporation shall promote information exchange among its members to develop a better understanding of Off Road vehicles and their safe use;
- The corporation shall seek to enlist members on a national basis and to hold and sponsor events nationally;
- The corporation shall encourage land use consistent with the guidelines set forth by the Tread Lightly! organization on the date of adoption of these bylaws; and
- The corporation shall primarily be a social and educational entity, but shall encourage its members to be active in land use advocacy.
- SECTION 3.02. – LIMITATIONS
- Political activity. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.
- Property. The property, assets, profits and net income are dedicated, irrevocably, to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.
- Dissolution. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for recreational purposes and which has established its tax-exempt status under Section 501(c)(7) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE IV MEMBERS and MEMBERSHIP
I. SECTION 4.01 - QUALIFICATION AND RIGHTS OF MEMBERSHIP
- Classes and Qualifications. This corporation shall be open to owners or active operators of Off Road vehicles, herein defined as “Owners”. While family participation is to be encouraged, Membership and voting privileges, where applicable, shall be granted to only one member of a family. The Board of Directors may, at its discretion, limit the total number of members. This corporation shall have three classes of members, consisting of persons dedicated to the purposes of this corporation, who meet other qualifications for Membership, as the Board may determine shall be eligible for Membership on approval of the Membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time.
The classes of Membership shall be as follows:
- A Founding Member, as having had a material effect in the creation of the corporation, having helped develop its objectives as set forth herein.
To retain Founding Membership, a Founding Member must meet the continuing requirements for a Regular Member.
- A Regular Member shall be an Owner as defined herein and shall have applied for Regular Member status. Requirements for application as a Regular Member shall be that the applicant have attended at least one Club Event as defined herein, demonstrated an interest in advancing the aims and objectives of the corporation, and paid any dues and fees as required by the Board of Directors. A Regular Member shall be entitled to retain Membership so long as: The Regular Member remains an Owner; dues as set by the Board of Directors remain paid current; and the Regular Member attends at least one Club Event annually. The Board of Directors shall approve all Regular Members.
- A Prospect Member shall have applied for Regular Member status and whose application was granted by a majority vote of the Board of Directors after a period of no less than 180 days.
- Voting Members. Voting privileges shall be granted to Founding Members and Regular Members only. In order to vote, such a member must be in good standing, including having any dues paid current. To vote, the Member must be present, or may vote on a ballot provided by the corporation delivered by mail, facsimile transmission or Digital Forum. The voting Members shall be entitled to vote, as set forth in these bylaws, on the election of Officers, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment to those terms, on any election to dissolve the corporation, on an amendment to the Articles of Incorporation, except as otherwise specified in the Virginia Nonprofit Corporations Law, and on the adoption, amendment or repeal of these bylaws, except as otherwise specified in the Virginia Nonprofit Corporations Law. In addition, such Members shall have all rights afforded them under the Virginia Nonprofit Corporations Law.
- Non-Voting Members. Non Voting Members are any member in good standing, dues paid current and live 250 or more miles from the D.C metro region. All membership privileges are the same as a voting member without the option to vote, as set forth in these bylaws, on the election of Officers, on the disposition of all or substantially all of these assets of the corporation, on any merger and its principal terms and any amendment to those terms, on any election to dissolve the corporation, on an amendment to the Articles of Incorporation, except as otherwise specified in the Virginia Nonprofit Corporations Law, and on the adoption, e=amendment or repeal of these bylaws, except as otherwise specified in the Virginia Nonprofit Corporation Law.
II. SECTION 4.02 - DUES, FEES, AND ASSESSMENTS
Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessment in amounts to be fixed from time to time by the Board. The dues, fees, and assessments shall be equal for all members of each class, but the Board may, in its discretion, set different dues, fees, and assessments for each class.
III. SECTION 4.03 - GOOD STANDING
Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.
IV. SECTION 4.04 - TERMINATION AND SUSPENSION OF MEMBERSHIP
(a) Causes of Termination. A Membership shall terminate on occurrence of any of the following events:
- Resignation of the member, on reasonable notice to the corporation;
- Expiration of the period of Membership, unless the Membership is renewed on the renewal terms fixed by the Board;
- 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;
- Occurrence of any event that renders the member ineligible for Membership, or failure to satisfy Memberships qualifications; or
- Expulsion or suspension of the member pursuant to Sections 4.04 [b] and 4.04 [c] of these Bylaws.
- Suspension of Membership. A member may be suspended, under Section 4.04(c) of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose Membership is suspended shall not be a member during the period of suspension.
- Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member, the procedure set forth below shall be followed:
- The member shall be given fifteen (15) day’s prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the records of the corporation.
- The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.
- The Board, committee, or person shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board, committee, or person shall be final.
- Any action challenging an expulsion, suspension, or termination of Membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
V. SECTION 4.05 - TRANSFER OF MEMBERSHIPS
A Membership or any right arising from Membership may be transferred to another person meeting the qualifications set forth in Section 4.01(a) of these Bylaws only on the approval of the Board. No member may transfer a Membership or any right arising from it for value. The Board may by resolution impose transfer fees or other conditions on the transferring party as it deems fit, provided those fees and conditions are the same for similarly situated members. Subject to these Bylaws, all rights of Membership cease on the member’s death or dissolution.
VI. SECTION 4.06 - MEETINGS OF MEMBERS
- Place of Meeting. Meetings of the members shall be held at any place within or outside Virginia designated by the Board. In the absence of any such designation, members’ meetings shall be held at the principal office of the corporation. Insofar as possible, meetings shall be held at Club Events.
- Annual Meeting. An annual meeting of members shall be held on the first Saturday of October of each year at 5:00 p.m. o’clock, unless the Board fixes another date or time and so notifies members as provided in Section 4.06(d) of these Bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day. At this meeting, Officers shall be elected and any other proper business may be transacted, subject to the notice requirements of Section 4.06(d)(ii) of these Bylaws.
- Special Meetings. A special meeting of the members may be called for any lawful purpose by a majority vote of the Board or by the President or by five percent (5%) or more of the members. A special meeting called by any person(s) (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the Board, if any, or the President or any Vice President or the Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 4.06(d) of these Bylaws, stating that a meeting will be held at a special time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
- Notice Requirements for Members’ Meeting,
- General Notice Requirements. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Section 4.06(d) of these Bylaws, to each member entitled to vote at the meeting. The notice shall specify the place, date, and hour of the meeting and,
- for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or
- for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting.
The notice of any meeting at which Officers are to be elected or written ballots distributed for the election of Officers shall include the names of all persons who are nominees when the notice or the ballot is given. In lieu of written ballots, digital ballots submitted on the official BGOR forum may be used and considered official.
- Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
- Removing a Director without cause;
- Filling vacancies on the Board;
- Amending the Articles of Incorporation; or
- Electing to wind up and dissolve the corporation.
- Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) days but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written or digital communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address given by the member to the corporation for purposes of notice. If no address appears on the books of the corporation and no address has been so given, notice shall be deemed to have been given if either
- notice is sent to that member by first-class mail or telegraphic or other written or digital communication delivered to the principal office of the corporation
- notice is published at least once in a newspaper of general circulation in the county in which the principal office is located or
- published digitally on official BGORC Web Forum.
- Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the minute book of the corporation.
- Number Required. One-third (1/3) of the voting members, present in person or through digital communications, shall constitute a quorum for the transaction of business at any meeting of members; provided, however, that the only matters that may be voted on at any special or annual meeting actually attended by less than one-third (1/3) of the voting power are matters the general nature of which was disclosed in advance to the members by written notice pursuant to Article IV, Section 4.06(d) of these Bylaws.
- Loss of Quorum. The members present at a duly called or held meeting at which a quorum is presented may continue to transact business until adjourned, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
- Adjournment and Notice of Adjourned Meetings. Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
- Eligibility to Vote. Subject to the provisions of the Virginia Nonprofit Corporation Law, the only persons entitled to vote at any meeting of members shall be voting members who are in good standing as of the record date determined pursuant to Section 4.08 of these Bylaws.
- Manner of Casting votes. Voting may be by voice or ballot, except that any election of Directors must be by ballot if demanded by any member at the meeting before the voting begins.
- Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Cumulative voting shall not be permitted.
- Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number, or voting by classes, is required by the Virginia Nonprofit Corporation Law or by the Articles of Incorporation except (*see below).
* Amendment of these bylaws or recall of any officer shall require a ¾ majority vote; provided, however, that within two years from adoption of these bylaws, amendment of these bylaws or recall shall be only by ¾ vote by the Founding Members.
- Waiver of Notice or consent by Absent Members
- Written Waiver or Consent. The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if
- a quorum is present in person, and
- either before or after the meeting, each member entitled to vote, not present in person, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting.
The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4.06(d) (ii) the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(ii) Waiver by Attendance. A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
VII. SECTION 4.07 - ACTION WITHOUT A MEETING
- Action by Unanimous Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed in the corporate minute book. Any actions taken by written consent shall have the same force and effect as the unanimous vote of the members.
- Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by written or digital ballot complying with Section 4.07(b) (i) and (ii) of these Bylaws.
- Solicitation of Written or Digital Ballots. The corporation shall distribute one written or digital ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 4.06(d) (iii) of these Bylaws. All solicitations of votes by written ballot shall:
- indicate the number of responses needed to meet the quorum requirement;
- with respect to ballots other than for election of Directors, state thepercentage of approvals necessary to pass the measure or measures;
- with respect to ballots for election of Directors, state the name of each nominee; and
- specify the time by which the ballot must be received in order to becounted.
Each ballot so distributed shall
- set forth the proposed action;
- provide the members an opportunity to specify approval or disapproval of each proposal; and
- provide a reasonable time within which to return the ballot to the corporation, specifying the address to which the ballot is to be sent. If the corporation has one hundred (100) or more members, any written ballot distributed to ten (10) or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of Directors, a written ballot which is marked by a member “withhold” or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be voted.
- Number of Votes and Approvals Required. Approval by written ballot shall be valid only when
- the number of votes cast by ballot (including those ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) and received within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and
- the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
- Revocation. A written ballot may not be revoked.
- Filing. All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least two (2) years.
VIII. SECTION 4.08 - RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS,
AND OTHER ACTIONS
- Record Date Determined by Board. For purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a “record date,” which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting, nor more than sixty (60) days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any Membership on the books of the corporation after the record day, except as otherwise provided in the Articles of Incorporation, by agreement, or in the Virginia Nonprofit Corporation Law.
- Record Date Not Determined By Board.
- Record Date for Notice or Voting. If not otherwise fixed by the Board, the record date for determining members entitled to receive notice of, or to vote at, a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.
- Record Date for Action by Written Ballot. If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written ballot shall be on the day on which the first written ballot is mailed or solicited.
- Record Date for Written Consent to Action Without Meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by written consent on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
- Record Date for Other Actions. If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the
Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later.
(c) Definition of “Members of Record.” For the purposes of this Section 4 . 08, a person holding a voting Membership at the close of business on the record date shall be a member of record.
IX. SECTION 4.09 – RECORDS
- The Secretary shall keep or cause to be kept, at the principal office of the corporation or at a place determined by resolution of the Board, a record of the members of the corporation showing each member’s name, address, and class of Membership.
- Members’ Inspection Rights.
(i) Membership Records. Subject to the Virginia Nonprofit Corporations Code and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:
- Inspect and copy the records of members’ names, addresses, and voting rights during usual business hours on five (5) days’ prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or
- Obtain from the Secretary of the corporation, on written demand andtender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Directors as of the most recent record date for which that list has been compiled, or as of a date specified by the member, after the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the latter of ten (10) days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.
*The corporation may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without pro- viding access to or a copy of the Membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
If the corporation believes that the information requested will be used for a purpose other than one reasonably related to a person’s interest as a member, or if the corporation provides a reasonable alternative under this Section 4.11(b), it may deny the member access to the Membership list.
Any inspection and copying under this section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.
- Accounting Records and Minutes. On written demand presented to the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.
- Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at its principal office, or if its principal office is not in Virginia, at its principal business office in this state, the original or a copy of its Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the corporation is outside Virginia and the corporation has no principal business office in this state, the Secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws, as amended to date.
X. SECTION 4.10 -ANNUAL REPORT
- Annual Reports. If required, the Board shall cause an annual report to be made available to the members within one hundred twenty (120) days after the end of the fiscal year of the corporation. That report shall contain the information specified in Article VIII Section 8.03 of these Bylaws.
- Annual Statement of Certain Transactions and Indemnification’s. As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall annually prepare and made available or deliver to each member and furnish to each Director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the end of the fiscal year of the corporation:
- Any transaction to which the corporation, its parent, or its subsidiary was a party, and to which an interested person” had a direct or indirect material financial interest, which involved more than fifty thousand dollars ($50,000) or was one of a number of transactions with the same interested person involving, in the aggregate, more than fifty thousand dollars ($50,000). For this purpose, an “interested person- is either of the following:
- Any Director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
- Any holder of more than ten (10%) of the voting power of the corporation, its or its subsidiary.
The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
- Any indemnification’s or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation under Article VIII of these Bylaws, unless that indemnification has already been approved by the members under the Virginia Nonprofit Corporations Code.
ARTICLE V - DIRECTORS
I. SECTION 5.01 - POWERS
- General corporate powers. Subject to the provisions and limitations of the Virginia Nonprofit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
- Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:
- Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
- Change the principal office or the principal business office in the Commonwealth of Virginia from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the Commonwealth of Virginia; and designate any place within or outside the Commonwealth of Virginia for the holding of any meeting, including annual meetings.
- Adopt and use a corporate seal and alter the form thereof.
- Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation’s and other evidences of debt and securities. Any decision to borrow money or incur debt must be approved by 100% of the Board of Directors as well as the Club President.
I. SECTION 5.02 - NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS
- Authorized number. The authorized number of Directors shall be five.
Directors need not be residents of the Commonwealth of Virginia.
- Selection. The Board shall be selected as follows:
- Initial Directors. The initial Board members shall be elected by the incorporators named in the corporation’s Articles of Incorporation.
- Subsequent Directors.
Nominations by Members.
- All eligible Founding and Regular Members can nominate qualified candidates for election to the Board at least fifteen (15) days before the date of any election of Directors.
- After the nomination period has closed, vacancy is filled by Board of Directors from the nomination pool.
II. SECTION 5.03 - TERM OF OFFICE OF DIRECTORS
The Directors newly appointed or selected in accordance with Section
5.02(b) shall hold office for a term of two (2) years with a maximum of six
(6) years, with the terms staggered as determined by the Directors.
III. SECTION 5.04 - VACANCIES
- Events causing vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (1) the death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony.
- Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective.
- Filling vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum or by a sole remaining Director.
- No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires.
IV. SECTION 5.05 - PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been designated by the Board. In the absence of any such designation, meetings shall be held at the principal office of the corporation. 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.
V. SECTION 5.06 - ANNUAL, REGULAR AND SPECIAL MEETINGS
- Annual Meeting. The Board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting October of each year for the purpose of organization, election of officers and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.
- Other Regular Meetings. The Board shall hold at least four regular business meetings throughout the year; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board. Such regular meetings may be held without notice.
- Special Meetings.
- Authority To Call. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or Vice President, or the Secretary or any two Directors.
- Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
- by Official Post on Club Web Forum;
- by first-class mail, postage pre- paid;
- by telephone, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; or
- by personal delivery of written notice.
All such notices shall be given or sent to the Director’s address and/or telephone number as shown on the records of the corporation.
- Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting.
- Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.
VI. SECTION 5.07 - QUORUM
A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in section 5.09. Subject to the more stringent provisions of the Virginia Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to:
- approval of contracts or transactions in which a Director has a direct or indirect material financial interest;
- approval of certain transactions between corporations having common directorship;
- creation of an appointment of committees of the Board; and
- indemnification of Directors, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board.
A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
VII. SECTION 5.08 - WAIVER OF NOTICE
Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director.
VIII. SECTION 5.09 - ADJOURNMENT
A majority of the Directors present, whether or not a quorum is present may adjourn any meeting to another time and place.
IX. SECTION 5.10 - NOTICE OF ADJOURNED MEETING
Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
X. SECTION 5.11 - ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 5.11 only, all members of the Board shall not include Directors who have a material financial interest in a transaction to which the corporation is a party.
ARTICLE VI - OFFICERS
I. SECTION 6.01 - OFFICERS
The officers of the corporation shall include a President, a Vice President, and a Treasurer. The corporation may also have, at the Board’s discretion, a Chairman of the Board, and such other officers as may be appointed in accordance with Section 6.03 of these Bylaws.
II. SECTION 6.02 - ELECTION OF OFFICERS
The officers of the corporation, except those appointed in accordance with the provisions of Section 6.03 of this Article VII, shall be chosen by the Voting Members, and each shall serve, a term of two (2) years with a maximum of four (4) years.
- President - The term of President is for two years beginning January 1st of the even numbered years. The election period will run for four weeks starting on the second Monday of November in the odd numbered years. The first week will be a nomination period, the second and third weeks will be a Q & A period, and the fourth week will be the voting period.
- Vice President - The term of President is for two years beginning January 1st of the odd numbered years. The election period will run for four weeks starting on the second Monday of November in the even numbered years. The first week will be a nomination period, the second and third weeks will be a Q & A period, and the fourth week will be the voting period.
- Treasurer - The Treasurer position will be held by an individual appointed by a majority vote of the Board of Directors. There is no term limit for this position. After the nomination period has closed, an election shall be held digitally via Official Club Web Forum
III. SECTION 6.03 - OTHER OFFICERS
The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.
IV. SECTION 6.04 - REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.
V. SECTION 6.05 - RESIGNATION OF OFFICERS
Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
VI. SECTION 6.06 - VACANCIES IN OFFICE
A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.
VII. SECTION 6.07 - RESPONSIBILITIES OF OFFICERS
- Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the Chief Executive officer and shall have the powers and duties of the President of the corporation prescribed by these Bylaws. The President shall be the Chairman of the Board.
- President. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Officers. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
- Vice President. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. The primary duty of the Vice President shall be trail and event development.
- Books of account. The Treasurer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. The Treasurer shall receive and disburse funds of the corporation and be responsible for collection of dues and fees from members.
- Deposit and disbursement of money and valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
- Bond. If required by the Board, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer upon death, resignation, retirement or removal from office.
ARTICLE VII - INDEMNIFICATION AND INSURANCE
I. SECTION 7.01 - INDEMNIFICATION
- Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in the Virginia Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding’, as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 13.1-1045 of the Virginia Code.
- Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 13.1-881 of the Virginia Code, the Board shall promptly determine in accordance with Section 13.1-881 of the Code whether the applicable standard of conduct set forth in Section
13.1-881 has been met and, if so, the Board shall authorize
indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 13.1-881 has been met.
- Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefor.
II. SECTION 7.02 - INSURANCE
The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the Officers, Directors, employee’s or agent’s status as such.
ARTICLE VIII - RECORDS AND REPORTS
I. SECTION 8.01 - MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep:
- Adequate and correct books and records of account;
- Minutes in written form of the proceedings of the Board and committees of the Board.
- If applicable, a record of its members, giving their names and addresses and the class of Membership held.
II. SECTION 8.02 - INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
III. SECTION 8.03 - ANNUAL REPORT
Not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be made available to all members of the Board. Such report shall contain the following information in reasonable detail:
- The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of the corporation, for both the general and restricted purposes, during the fiscal year. (v) Any information required by Section 9.04.
ARTICLE IX - CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction and definitions in the Virginia Nonprofit Mutual Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term “person” includes both a legal entity and a natural person.
ARTICLE X - AMENDMENTS
I. SECTION 10.01 - ACTION BY THE BOARD
Within two years from adoption of these bylaws, amendment of these bylaws shall be only by a ¾ vote by the Founding Members. In all other respects, the bylaws may be amended or repealed and new bylaws may be adopted by a ¾ vote of the Board and Founding Members.
Where any provision of these bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended, or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected.
II. SECTION 10.02 - MAINTENANCE OF RECORDS
The Secretary of the corporation shall see that a true and correct copy of all amendments of the bylaws, duly certified by the Secretary, is attached to the official bylaws of the corporation and is maintained with the official records of the corporation at the principal office of the corporation.
ARTICLE XI - MEETINGS AND EVENTS
To further its aims and objectives, the corporation intends to organize as many Trail Events in as many areas of the country as is possible. The corporation will attempt to accomplish the following:
- As appropriate, the corporation shall organize activities within the events sponsored by other four-wheel drive organizations, with the express permission of such sponsoring organizations and with the intent of offering opportunities for qualification as Regular Members to as many owners as is possible.
- The corporation shall schedule Club Events to develop good driving and mechanical skills of the Owners and to promote exchanges of information about driving and the mechanical aspects of off road vehicles.
- The corporation shall post Trail Guidelines and instructions and seek to ensure that all participating Members are briefed on the Trail Guidelines and Instructions, to which all Members must adhere.
- From time to time, the corporation may promote or participate in other appropriate activities or events.
ARTICLE XII - PARLIAMENTARY AUTHORITY
Robert’s Rules of order shall be the parliamentary authority in all matters not covered by these bylaws.
CERTIFICATE OF BOARD OF DIRECTORS AND PRESIDENT
I, the undersigned, certify that I am the presently elected and acting
Secretary of Black Goat Off Road Club, Inc., a Virginia Nonprofit Mutual Benefit Corporation, and the above Bylaws, are the Bylaws of this corporation as adopted at a meeting of the Board of Directors held on October 4th, 2017.
_______________________________ Board of Directors