Constitution & Bylaws of the Mass. Chapter, British Iron Association, Inc.
Approved by vote of the general membership
Last Amended date: October 6, 2017
Latest Amendments are Underlined
CONSTITUTION
Constitution - ARTICLE I
Name: The name of this organization shall be the Mass Chapter British Iron Association, Inc., and when referenced in any manner whatsoever, including any clothing or printed logos referencing the name of the Mass Chapter British Iron Association, Inc. (i.e. patches, shirts, pins, etc.), shall appear in print as Mass BIA. When referenced in any manner whatsoever as the Mass BIA, the word shall be shown with an initial capital letter only, as Mass BIA. (Amended on 5/23/95, &11/11/97, & 7/13/12)
Constitution - ARTICLE II
Purpose: The Mass Chapter British Iron Association, Inc. (hereinafter known as the Mass BIA) was organized for pleasure, social, recreational and other non-profitable purposes relating to the use of and/or preservation of British Motorcycles and related vehicular machinery. The primary activity of the non-profit corporation will be usage and displays of actual motorcycles and machinery for its membership and the general public for all of the purposes described above. (Amended on 5/23/95, & 3/19/96, & 11/11/97)
Constitution - ARTICLE III
Membership: Mass BIA membership shall consist of owners of motorcycles and related vehicular machinery manufactured in Great Britain, which can qualify as BRITISH IRON and those who support the aims of the Mass BIA. (Amended 7/13/12)
Constitution - ARTICLE IV
Section 1.
Officers: The elected officers of the Mass BIA shall be: Chairman, Vice Chairman, Quartermaster and two Sergeants-at-arms, all of whom shall be members in good standing. In the event of a vacancy, the remaining members of the Executive Board shall, by majority vote, fill the vacated position from the general membership. (Amended 2/21/95, 11/11/97 and 11/6/2015 )
Section 2.
Executive Board: The Executive Board shall consist of five (5) members elected by the general membership. In the event of a tie vote for the 5th position, the members present at the election meeting shall hold a runoff ballot to select the 5th position member. This elected body will elect a Chairman, a Vice Chairman, Quartermaster, and two Sergeants-at-arms from amongst themselves and will appoint a Treasurer, Events Coordinator, Secretary and Editor who may be from the general membership or the elected body. (Amended 2/21/95, 11/11/97 and 11/2/2015)
Constitution - ARTICLE V
Meetings: Regular meetings of the Mass BIA shall be held as defined by the Bylaws. (See By-law Article III, Section 3)
Constitution - ARTICLE VI
Amendments: Amendments to this Constitution and Bylaws may be made at any regularly scheduled meeting of the Mass BIA by a two-thirds vote of the members present, after notification to the membership at least one month in advance. (Amended 7/13/12)
History of Amendments to the Constitution
Approved by vote of the general membership
Last Amended date: October 6, 2017
Latest Amendments are Underlined
CONSTITUTION
Constitution - ARTICLE I
Name: The name of this organization shall be the Mass Chapter British Iron Association, Inc., and when referenced in any manner whatsoever, including any clothing or printed logos referencing the name of the Mass Chapter British Iron Association, Inc. (i.e. patches, shirts, pins, etc.), shall appear in print as Mass BIA. When referenced in any manner whatsoever as the Mass BIA, the word shall be shown with an initial capital letter only, as Mass BIA. (Amended on 5/23/95, &11/11/97, & 7/13/12)
Constitution - ARTICLE II
Purpose: The Mass Chapter British Iron Association, Inc. (hereinafter known as the Mass BIA) was organized for pleasure, social, recreational and other non-profitable purposes relating to the use of and/or preservation of British Motorcycles and related vehicular machinery. The primary activity of the non-profit corporation will be usage and displays of actual motorcycles and machinery for its membership and the general public for all of the purposes described above. (Amended on 5/23/95, & 3/19/96, & 11/11/97)
Constitution - ARTICLE III
Membership: Mass BIA membership shall consist of owners of motorcycles and related vehicular machinery manufactured in Great Britain, which can qualify as BRITISH IRON and those who support the aims of the Mass BIA. (Amended 7/13/12)
Constitution - ARTICLE IV
Section 1.
Officers: The elected officers of the Mass BIA shall be: Chairman, Vice Chairman, Quartermaster and two Sergeants-at-arms, all of whom shall be members in good standing. In the event of a vacancy, the remaining members of the Executive Board shall, by majority vote, fill the vacated position from the general membership. (Amended 2/21/95, 11/11/97 and 11/6/2015 )
Section 2.
Executive Board: The Executive Board shall consist of five (5) members elected by the general membership. In the event of a tie vote for the 5th position, the members present at the election meeting shall hold a runoff ballot to select the 5th position member. This elected body will elect a Chairman, a Vice Chairman, Quartermaster, and two Sergeants-at-arms from amongst themselves and will appoint a Treasurer, Events Coordinator, Secretary and Editor who may be from the general membership or the elected body. (Amended 2/21/95, 11/11/97 and 11/2/2015)
Constitution - ARTICLE V
Meetings: Regular meetings of the Mass BIA shall be held as defined by the Bylaws. (See By-law Article III, Section 3)
Constitution - ARTICLE VI
Amendments: Amendments to this Constitution and Bylaws may be made at any regularly scheduled meeting of the Mass BIA by a two-thirds vote of the members present, after notification to the membership at least one month in advance. (Amended 7/13/12)
History of Amendments to the Constitution
- On February 21, 1995, ARTICLE IV Section 1 was amended to read after the word "Editor" insert "two Sergeants-at-arms".
- On February 21, 1995 ARTICLE IV Section 2 was amended to read after the word "Vice-Chairman" insert "two Sergeants-at-arms".
- On May 23, 1995 ARTICLE 1 was amended. The name of the organization was changed to "Massachusetts British Iron Association, Inc." from "British Iron Association, Massachusetts Chapter."
- On May 23, 1995 ARTICLE III was amended. It previously read "The aim and purpose of the BRITISH IRON ASSOCIATION, - Massachusetts Chapter (hereinafter known as the BIA - Mass. Chapter) shall be the ‘not for profit’ use and display of British motorcycles and related vehicular machinery manufactured in Great Britain.
- On March 19, 1996 ARTICLE II was amended. It previously read "The Mass. British Iron Association is dedicated to the charitable purpose of the display of British motorcycles and related vehicular machinery, the study of these motorcycles and machinery, and educating as many people as possible as to the contributions that the British people have made to the world of two wheeled transportation. The primary activity of the non-profit corporation will be shows and displays of actual motorcycles and machinery for its membership and the general public for all of the purposes described above.”
- On November 11, 1997 ARTICLE I was amended. The name of the organization was changed to read "Mass. Chapter British Iron Association, Inc." from "Massachusetts British Iron Association" and the following statement was added: "including any clothing or printed logos referencing the name of the Mass. Chapter British Iron Association (i.e. patches, shirts, pins etc.)"
- On November 11, 1997 ARTICLE II was amended. The word "use" replaces the word "display" in the first sentence. The word "usage" replaces the word "shows" in the second sentence.
- On July 13, 2012 ARTICLE I was amended to add “including any clothing or printed logos referencing the name of the Mass Chapter, British Iron Association. (i.e. Patches, Shirts, pins, etc.)
- On July 13, 2012 ARTICLE III was amended changing British Iron to “ the Mass BIA”
- On July 13, 2012 ARTICLE VI was amended to add the words “at least”.
- On November 6, 2015, ARTICLE IV, Section 1 was amended to allow an Executive Board vacancy to be filled from the general membership to agree with the By-laws
- On November 6, 2015, ARTICLE IV, Section 2 was amended to provide a means for breaking a tie in an Executive Board election.
BY-LAWS
By-laws - ARTICLE I
Section 1.
Membership: All Members shall abide by these By-laws and conduct themselves at all times an a manner which will always reflect positively upon and not be detrimental to the aim and purpose of the Mass BIA. All members will assume all liability which may arise from any conduct or misconduct attributable to them. The Mass BIA will not be responsible for any liability law suits brought forth by the conduct or misconduct of any member, nor any liability law suits brought forth by the action of any vehicle owned by any individual member or participant in a Mass BIA activity. (Amended 8/6/2017)
Section 2.
TYPES: There shall be four (4) types of membership; Individual, Family, Business and Honorary.
A. Individual membership: Shall be granted to any responsible person 16 years of age or older, upon the payment of the Annual Dues. Individual Members shall have one (1) vote in BIA Elections.
B. Family Membership; Shall be granted to any responsible Family unit consisting of a primary member and their Spouse, Lifetime Partner, or immediate relative, living in the same household, and any of their children 16 years of age or younger, and upon the payment of Annual Family Dues. Family Members shall have two (2) votes in BIA Elections.
C. Business Membership; Shall be granted to any responsible business owner upon the payment of the Annual Business Dues. Business Membership shall include a business card Ad in BIA newsletters. Business Members shall have one (1) vote in BIA Elections.
D. Honorary Life Membership shall be granted to any deserving member upon the recommendation of the Executive Board, and upon final approval by a majority vote of the membership at any scheduled Meeting of the Mass BIA. Honorary Life Membership shall extend for the life of the honored member. Honorary Members shall have one (1) vote in BIA Elections. (Amended 8/6/2017)
Section 3.
Suspension: Any member may be suspended from the Mass BIA for due cause by a majority vote of a quorum. (See By-laws Art. III, Sec.7)
Section 4.
Membership Card: Upon joining the Mass BIA each member will receive from the secretary a membership card showing dues to be in good standing, and the new member’s name will be added to the active membership roster.
Section 5.
Executive Board: Nominations for the Executive Board members will be opened at the October membership meeting and will close at the end of the November membership meeting. Ballots will be prepared and sent to all members in good standing. A minimum of one (1) year membership in the Mass BIA is required before being eligible to vote for, or be elected to, the E-Board. The membership will make selections from this ballot and return the ballot to the Secretary at or before the December membership meeting. The Secretary will process the ballots and announce the results of the election at the December Membership meeting. In the event that there are no more than 5 nominees after close of nominations at the November meeting, the assembled members will be asked by majority vote to accept the nominees to be the incoming Executive Board. Acceptance of the nominees shall be by voice vote and there will be no further election or mailed ballots. The Executive Board meeting will have present both current and newly elected officers. New officers will be elected and appointments will be made. Executive Board tenure will be January 1st to December 31st . (Amended 1/6/17)
Section 6.
Executive Board Term of Officce: Members shall be nominated and elected for a term of one year, and upon completion of their tenure, shall be eligible for election or appointment to any office of the Mass BIA.
Section 7.
Vacancies: An absence of any Executive Board Member for three consecutive Executive Board Meetings shall result in a vacancy in the position. The remaining members of the Executive Board shall, by majority vote, fill the vacated position from the general membership. In the event that their are fewer than 5 nominees for the 5 Executive Board positions, the incoming Executive Board members shall, by majority vote, fill the open seat(s) from the membership. (See Constitution Article IV, Section 1) (Amended 1/6/17)
By-laws - ARTICLE II
Duties of Officers, Executive Board and Committees
Section 1.
EXECUTIVE BOARD - The Executive Board shall consider and evaluate all recommendations made to it by the Chairman and shall take necessary and appropriate action, and approve or disapprove all committee appointments. The Executive Board will be responsible for the institution, approval and implementation of all matters of policy relating to the Mass BIA
Section 2.
CHAIRMAN - The Chairman, who is elected from amongst the Executive Board members, shall preside at all meetings of the Mass BIA, serve as Chairman of the Executive Board, appoint all members of special committees, with the approval of the Executive Board, appoint other such functionaries as in his judgement will expedite the work of the Mass BIA, serve as ex officio member of all committees, and perform all other duties incidental to the office. (Amended 7/13/2012, added the word ‘meetings’)
Section 3.
VICE CHAIRMAN - The Vice Chairman, who is elected from the Executive Board members, shall assume the duties of the Chairman in the absence or inactivity of the Chairman, or at any other time upon request of the Chairman and perform any other duties incidental to this office.
Section 4.
QUARTERMASTER - The Quartermaster is elected from the Executive Board members. His duties shall be responsible for, but are not limited to, overseeing, controlling and distributing of the Association property and equipment. The Quartermaster may delegate some of his duties to another member after obtaining majority Eboard approval for the delegation. (Amended 8/6/2017)
Section 5.
SERGEANTS-AT-ARMS - The Sergeants-at-arms, who are elected from the Executive Board members, duties will be to, but not limited to, maintain order at all Mass BIA functions. (Added 2/21/95).
Section 6.
SECRETARY - The Secretary, who shall be appointed by majority vote of the Executive Board, shall record the minutes of all meetings of the Mass BIA, handle all correspondence and documents relative to the Mass BIA activities including but not limited to membership records, nominations, ballots and such, and perform all other duties incidental to this office.
Section 7.
TREASURER - The Treasurer, who shall be appointed by majority vote of the Executive Board, shall share with the Chairman joint custody of all Mass BIA funds and receive and disperse all Mass BIA monies, maintain complete and accurate records of all transactions, report, keep and file any necessary data, prepare necessary periodic reports to be read in summary at meetings, and perform all other duties incidental to this office. The treasurer may perform the duties of the Secretary to maintain membership records and billing for dues, when approved by the Eboard. Full written reports shall be made to any member to read upon member request. The Treasurer shall also file annual reports with the Massachusetts Secretary of State (Amended October 6, 2017)
Section 8.
EDITOR - The Editor, who shall be appointed by majority vote of the Executive Board, shall be in charge of editing, writing and all services necessary to the preparation and distribution of all Mass BIA newsletters and perform all other duties incidental to this office. (Amended October 6, 2017)
Section 9.
EVENTS COORDINATOR - The Events Coordinator, who shall be appointed by a majority vote of the Executive Board, shall be responsible for collecting, coordinating and distributing all event information in consolidated form to the general membership. The Events coordinator shall be responsible for assembling and maintaining the Mass BIA Calendar of Events and assuring that the website is kept current and accurate. The Events Coordinator shall not be responsible for planning or running any events, but shall be responsible for distributing information for any official Mass BIA events. (Amended October 6, 2017)
Section 10.
COMMITTEES - It shall be the duty of each committee to receive and handle all matters referred to it, and make reports and recommendations to the Chairman on those matters.
By-laws - ARTICLE III
Section 1.
Fiscal Year: Mass BIA fiscal year shall be from January 1, through December 31, the normal calendar year.
Section 2.
Membership: A membership will terminate on the 1st of June. If the dues of any member have not been paid by August 1st that member can be removed from the roster until dues are paid. A person wishing to join the Club after June 1st but prior to January 1st of the next year will have that membership expire on the following June 1st. A person wishing to join between January 1st and June 1st will have that membership expire one year from June 1st.
Section 3.
Member Meetings: Membership meetings shall be held whenever possible on the 1st Friday of the month at times and places designated by the Executive Board. Other dates may be selected by the Executive Board with up to a 1 week delay to avoid contention with holidays or other conflicting events. (Amended on January 5, 1996 , November 11, 2000 and November 6, 2015).
Section 4.
E-Board Meetings: The Executive Board meetings shall be held at the Chairman's discretion. The time and place will be designated by the Executive Board, unless determined by the Executive Board as unnecessary. The Executive Board must meet a minimum of four (4) times per year. (Amended on January 5, 1996)
Section 5.
Special E-Board Meetings: Special meetings may be called when and if the Chairman or the majority of the Executive Board deem them to be necessary.
Section 6.
Dues: Dues will be assessed annually by the Executive Board and approved by a majority vote at a general membership meeting. Unless approved, dues will remain fixed at the previous year's level. All dues will be payable on a yearly basis. Members whose dues are 60 days in arrears can be removed from the roster of the Mass BIA until dues are paid.
Section 7.
Quorum, Members: A representation of 10% of the members in good standing, and three fifths (3/5ths) of the Executive Board members at any meeting of the Mass BIA shall constitute a quorum authorized to transact any business duly presented.
Section 8.
Quorum, E-Board: Three fifths (3/5ths) of the members of the Executive Board shall constitute a quorum for an Executive Board meeting.
Section 9.
Quorum, Committees: A majority of all Committee members shall constitute a quorum for a Committee meeting.
Section 10.
Dissolution of the Association: The members, including directors and officers, of this corporation shall have no right, title or interest whatsoever in its income, property or assets, nor shall any portion of such income, property or assets be distributed to any member on the dissolution of this corporation. Members of this corporation shall not be personally liable for the debts, liabilities, or obligations of the corporation, and shall not be subject to any assessments. Upon the dissolution of this corporation, for any cause or reason, its assets shall be, to the extent allowed by law, transferred and delivered to one or more other corporations or institutions which are non-profit entities and which have the same or substantially identical purposes as this corporation. (Revised 7/13/2012)
Section 11.
Property: All property and assets of the Mass BIA shall belong to the membership of the Mass BIA and may not be used by any individual, group of individuals or business except when in conjunction with a Mass BIA sponsored event or an event promoting the membership or purpose of the Mass BIA (see Constitution, Article II, Purpose).
Section 12.
Property may be sold or transferred to an individual, group of individuals, or business, if agreed upon by a majority vote of the Executive Board.
Section 13.
Patches
A. Small Patch - Any member in good standing after one (1) year (12 consecutive months), of active participation in a majority of club events shall be eligible to apply for the right to wear the small patch, which shall be worn on the left shoulder of the jacket or over the left breast of a vest. (Sect. Added 11/11/2000)
B. Large Patch - A member wishing to obtain a large patch must be highly active in the Mass BIA for a minimum of two (2) years. The member must own and regularly ride a British motorcycle in a majority of club events. If a member wishes to obtain a large patch, a formal request must be submitted to the Executive Board (obtainable from any E-Board member). The Executive Board and Large Patch holders will then hold an anonymous ballot to vote on each request individually. A majority vote of 80% is needed to obtain a large patch. Upon approval, the patch holder will be required to give a deposit of the then current cost of a new patch. The approved patch holder must agree that he/she will remain active in the Mass BIA, act responsibly while wearing the patch, and at all times abide by the Association By-laws, Rules & Regulations, as they are representing the Association. The Mass BIA has the right to revoke the large patch for any reason deemed appropriate by the Executive Board. If a large patch is revoked, it must be returned to the Mass BIA, then the individual's deposit will be returned to him/her.
If an individual does not receive the required vote, there is a one year waiting period before the individual may reapply for the large patch. (Sect. Added 11/11/2000, revised 12/06/2002)
C. Requirements Printed: All requirements for Large and Small Patches shall be printed in every newsletter. (13C Added by vote of the membership, 12/06/2002)
Section 14
A. BIA Logo Reproduction: Since Apparel is representative of the Mass BIA, reproduction of the logo shall only be allowed when authorized by a four fifths (4/5ths) vote of the Executive Board. (Amended 7/13/2012)
B. BIA Logo Display: The Mass BIA Logo will only be displayed in the manner for which it is intended, as specified in these By-laws. (Amended 7/13/2012)
By-laws - ARTICLE IV
Indemnification of Officers, Executive Board and Others
Section 1.
The BIA shall to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director or member of the corporation against all expenses and liabilities, including without limitation, counsel fees, judgements, fines, excise taxes, penalties, settlement payments, reasonably incurred or imposed upon such person in connection with any threatened, pending, or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Officers who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those act or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors and members. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director or member under this Article shall apply to such officer, director or member with respect to those acts or omissions which occurred at any time prior to such amendment or repeal. (Added 7/13/2012)
Section 2.
Liability Insurance: The MASS BIA will at all times maintain general liability insurance and Directors’ and Officers insurance in an amount deemed sufficient to provide coverage as required by these By-laws. (Added 7/13/2012)
History of By-Law Amendments
By-laws - ARTICLE I
Section 1.
Membership: All Members shall abide by these By-laws and conduct themselves at all times an a manner which will always reflect positively upon and not be detrimental to the aim and purpose of the Mass BIA. All members will assume all liability which may arise from any conduct or misconduct attributable to them. The Mass BIA will not be responsible for any liability law suits brought forth by the conduct or misconduct of any member, nor any liability law suits brought forth by the action of any vehicle owned by any individual member or participant in a Mass BIA activity. (Amended 8/6/2017)
Section 2.
TYPES: There shall be four (4) types of membership; Individual, Family, Business and Honorary.
A. Individual membership: Shall be granted to any responsible person 16 years of age or older, upon the payment of the Annual Dues. Individual Members shall have one (1) vote in BIA Elections.
B. Family Membership; Shall be granted to any responsible Family unit consisting of a primary member and their Spouse, Lifetime Partner, or immediate relative, living in the same household, and any of their children 16 years of age or younger, and upon the payment of Annual Family Dues. Family Members shall have two (2) votes in BIA Elections.
C. Business Membership; Shall be granted to any responsible business owner upon the payment of the Annual Business Dues. Business Membership shall include a business card Ad in BIA newsletters. Business Members shall have one (1) vote in BIA Elections.
D. Honorary Life Membership shall be granted to any deserving member upon the recommendation of the Executive Board, and upon final approval by a majority vote of the membership at any scheduled Meeting of the Mass BIA. Honorary Life Membership shall extend for the life of the honored member. Honorary Members shall have one (1) vote in BIA Elections. (Amended 8/6/2017)
Section 3.
Suspension: Any member may be suspended from the Mass BIA for due cause by a majority vote of a quorum. (See By-laws Art. III, Sec.7)
Section 4.
Membership Card: Upon joining the Mass BIA each member will receive from the secretary a membership card showing dues to be in good standing, and the new member’s name will be added to the active membership roster.
Section 5.
Executive Board: Nominations for the Executive Board members will be opened at the October membership meeting and will close at the end of the November membership meeting. Ballots will be prepared and sent to all members in good standing. A minimum of one (1) year membership in the Mass BIA is required before being eligible to vote for, or be elected to, the E-Board. The membership will make selections from this ballot and return the ballot to the Secretary at or before the December membership meeting. The Secretary will process the ballots and announce the results of the election at the December Membership meeting. In the event that there are no more than 5 nominees after close of nominations at the November meeting, the assembled members will be asked by majority vote to accept the nominees to be the incoming Executive Board. Acceptance of the nominees shall be by voice vote and there will be no further election or mailed ballots. The Executive Board meeting will have present both current and newly elected officers. New officers will be elected and appointments will be made. Executive Board tenure will be January 1st to December 31st . (Amended 1/6/17)
Section 6.
Executive Board Term of Officce: Members shall be nominated and elected for a term of one year, and upon completion of their tenure, shall be eligible for election or appointment to any office of the Mass BIA.
Section 7.
Vacancies: An absence of any Executive Board Member for three consecutive Executive Board Meetings shall result in a vacancy in the position. The remaining members of the Executive Board shall, by majority vote, fill the vacated position from the general membership. In the event that their are fewer than 5 nominees for the 5 Executive Board positions, the incoming Executive Board members shall, by majority vote, fill the open seat(s) from the membership. (See Constitution Article IV, Section 1) (Amended 1/6/17)
By-laws - ARTICLE II
Duties of Officers, Executive Board and Committees
Section 1.
EXECUTIVE BOARD - The Executive Board shall consider and evaluate all recommendations made to it by the Chairman and shall take necessary and appropriate action, and approve or disapprove all committee appointments. The Executive Board will be responsible for the institution, approval and implementation of all matters of policy relating to the Mass BIA
Section 2.
CHAIRMAN - The Chairman, who is elected from amongst the Executive Board members, shall preside at all meetings of the Mass BIA, serve as Chairman of the Executive Board, appoint all members of special committees, with the approval of the Executive Board, appoint other such functionaries as in his judgement will expedite the work of the Mass BIA, serve as ex officio member of all committees, and perform all other duties incidental to the office. (Amended 7/13/2012, added the word ‘meetings’)
Section 3.
VICE CHAIRMAN - The Vice Chairman, who is elected from the Executive Board members, shall assume the duties of the Chairman in the absence or inactivity of the Chairman, or at any other time upon request of the Chairman and perform any other duties incidental to this office.
Section 4.
QUARTERMASTER - The Quartermaster is elected from the Executive Board members. His duties shall be responsible for, but are not limited to, overseeing, controlling and distributing of the Association property and equipment. The Quartermaster may delegate some of his duties to another member after obtaining majority Eboard approval for the delegation. (Amended 8/6/2017)
Section 5.
SERGEANTS-AT-ARMS - The Sergeants-at-arms, who are elected from the Executive Board members, duties will be to, but not limited to, maintain order at all Mass BIA functions. (Added 2/21/95).
Section 6.
SECRETARY - The Secretary, who shall be appointed by majority vote of the Executive Board, shall record the minutes of all meetings of the Mass BIA, handle all correspondence and documents relative to the Mass BIA activities including but not limited to membership records, nominations, ballots and such, and perform all other duties incidental to this office.
Section 7.
TREASURER - The Treasurer, who shall be appointed by majority vote of the Executive Board, shall share with the Chairman joint custody of all Mass BIA funds and receive and disperse all Mass BIA monies, maintain complete and accurate records of all transactions, report, keep and file any necessary data, prepare necessary periodic reports to be read in summary at meetings, and perform all other duties incidental to this office. The treasurer may perform the duties of the Secretary to maintain membership records and billing for dues, when approved by the Eboard. Full written reports shall be made to any member to read upon member request. The Treasurer shall also file annual reports with the Massachusetts Secretary of State (Amended October 6, 2017)
Section 8.
EDITOR - The Editor, who shall be appointed by majority vote of the Executive Board, shall be in charge of editing, writing and all services necessary to the preparation and distribution of all Mass BIA newsletters and perform all other duties incidental to this office. (Amended October 6, 2017)
Section 9.
EVENTS COORDINATOR - The Events Coordinator, who shall be appointed by a majority vote of the Executive Board, shall be responsible for collecting, coordinating and distributing all event information in consolidated form to the general membership. The Events coordinator shall be responsible for assembling and maintaining the Mass BIA Calendar of Events and assuring that the website is kept current and accurate. The Events Coordinator shall not be responsible for planning or running any events, but shall be responsible for distributing information for any official Mass BIA events. (Amended October 6, 2017)
Section 10.
COMMITTEES - It shall be the duty of each committee to receive and handle all matters referred to it, and make reports and recommendations to the Chairman on those matters.
By-laws - ARTICLE III
Section 1.
Fiscal Year: Mass BIA fiscal year shall be from January 1, through December 31, the normal calendar year.
Section 2.
Membership: A membership will terminate on the 1st of June. If the dues of any member have not been paid by August 1st that member can be removed from the roster until dues are paid. A person wishing to join the Club after June 1st but prior to January 1st of the next year will have that membership expire on the following June 1st. A person wishing to join between January 1st and June 1st will have that membership expire one year from June 1st.
Section 3.
Member Meetings: Membership meetings shall be held whenever possible on the 1st Friday of the month at times and places designated by the Executive Board. Other dates may be selected by the Executive Board with up to a 1 week delay to avoid contention with holidays or other conflicting events. (Amended on January 5, 1996 , November 11, 2000 and November 6, 2015).
Section 4.
E-Board Meetings: The Executive Board meetings shall be held at the Chairman's discretion. The time and place will be designated by the Executive Board, unless determined by the Executive Board as unnecessary. The Executive Board must meet a minimum of four (4) times per year. (Amended on January 5, 1996)
Section 5.
Special E-Board Meetings: Special meetings may be called when and if the Chairman or the majority of the Executive Board deem them to be necessary.
Section 6.
Dues: Dues will be assessed annually by the Executive Board and approved by a majority vote at a general membership meeting. Unless approved, dues will remain fixed at the previous year's level. All dues will be payable on a yearly basis. Members whose dues are 60 days in arrears can be removed from the roster of the Mass BIA until dues are paid.
Section 7.
Quorum, Members: A representation of 10% of the members in good standing, and three fifths (3/5ths) of the Executive Board members at any meeting of the Mass BIA shall constitute a quorum authorized to transact any business duly presented.
Section 8.
Quorum, E-Board: Three fifths (3/5ths) of the members of the Executive Board shall constitute a quorum for an Executive Board meeting.
Section 9.
Quorum, Committees: A majority of all Committee members shall constitute a quorum for a Committee meeting.
Section 10.
Dissolution of the Association: The members, including directors and officers, of this corporation shall have no right, title or interest whatsoever in its income, property or assets, nor shall any portion of such income, property or assets be distributed to any member on the dissolution of this corporation. Members of this corporation shall not be personally liable for the debts, liabilities, or obligations of the corporation, and shall not be subject to any assessments. Upon the dissolution of this corporation, for any cause or reason, its assets shall be, to the extent allowed by law, transferred and delivered to one or more other corporations or institutions which are non-profit entities and which have the same or substantially identical purposes as this corporation. (Revised 7/13/2012)
Section 11.
Property: All property and assets of the Mass BIA shall belong to the membership of the Mass BIA and may not be used by any individual, group of individuals or business except when in conjunction with a Mass BIA sponsored event or an event promoting the membership or purpose of the Mass BIA (see Constitution, Article II, Purpose).
Section 12.
Property may be sold or transferred to an individual, group of individuals, or business, if agreed upon by a majority vote of the Executive Board.
Section 13.
Patches
A. Small Patch - Any member in good standing after one (1) year (12 consecutive months), of active participation in a majority of club events shall be eligible to apply for the right to wear the small patch, which shall be worn on the left shoulder of the jacket or over the left breast of a vest. (Sect. Added 11/11/2000)
B. Large Patch - A member wishing to obtain a large patch must be highly active in the Mass BIA for a minimum of two (2) years. The member must own and regularly ride a British motorcycle in a majority of club events. If a member wishes to obtain a large patch, a formal request must be submitted to the Executive Board (obtainable from any E-Board member). The Executive Board and Large Patch holders will then hold an anonymous ballot to vote on each request individually. A majority vote of 80% is needed to obtain a large patch. Upon approval, the patch holder will be required to give a deposit of the then current cost of a new patch. The approved patch holder must agree that he/she will remain active in the Mass BIA, act responsibly while wearing the patch, and at all times abide by the Association By-laws, Rules & Regulations, as they are representing the Association. The Mass BIA has the right to revoke the large patch for any reason deemed appropriate by the Executive Board. If a large patch is revoked, it must be returned to the Mass BIA, then the individual's deposit will be returned to him/her.
If an individual does not receive the required vote, there is a one year waiting period before the individual may reapply for the large patch. (Sect. Added 11/11/2000, revised 12/06/2002)
C. Requirements Printed: All requirements for Large and Small Patches shall be printed in every newsletter. (13C Added by vote of the membership, 12/06/2002)
Section 14
A. BIA Logo Reproduction: Since Apparel is representative of the Mass BIA, reproduction of the logo shall only be allowed when authorized by a four fifths (4/5ths) vote of the Executive Board. (Amended 7/13/2012)
B. BIA Logo Display: The Mass BIA Logo will only be displayed in the manner for which it is intended, as specified in these By-laws. (Amended 7/13/2012)
By-laws - ARTICLE IV
Indemnification of Officers, Executive Board and Others
Section 1.
The BIA shall to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director or member of the corporation against all expenses and liabilities, including without limitation, counsel fees, judgements, fines, excise taxes, penalties, settlement payments, reasonably incurred or imposed upon such person in connection with any threatened, pending, or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Officers who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those act or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors and members. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director or member under this Article shall apply to such officer, director or member with respect to those acts or omissions which occurred at any time prior to such amendment or repeal. (Added 7/13/2012)
Section 2.
Liability Insurance: The MASS BIA will at all times maintain general liability insurance and Directors’ and Officers insurance in an amount deemed sufficient to provide coverage as required by these By-laws. (Added 7/13/2012)
History of By-Law Amendments
- On February 21, 1995, by a majority vote of 5-0 the Executive Board added a new Section to ARTICLE II. It will be inserted after Section 2 and will be called Section 3 and the other sections will be renumbered.
- On December 6, 1995, ARTICLE III, Section 4 was amended by the Executive Board on a vote of 5-2, to change their meeting place from the Shrewsbury Sportsmen's Club to a time & place to be designated by the Exec. Board.
- On January 5, 1996, ARTICLE III, Section 3 was amended by a two-thirds (2/3rds) vote of the membership present. "Shrewsbury Sportsmen's Club" was deleted and "Sunderland Road Community House" was inserted.
- On November 11, 2000, ARTICLE II, Section 3 added the phrase "but not limited to" when describing the duties of Sergeant-at-arms.
- On November 11, 2000, ARTICLE II, Section 4 was amended. The phrase "including but not limited to membership records, nomination ballots and such" was added in describing the duties of the Secretary.
- On November 11, 2000, ARTICLE II, Section 5 the phrase "share joint custody with the Chairman" was added in describing the duties of the Treasurer as well as the phrase " both signatures will be required on all checks written by the Mass BIA".
- On November 11, 2000, ARTICLE II, Section 7 was added. By a 5-0 vote the Executive Board added a Section 7 regarding ‘Newsletter Editor’. It will be inserted after Section 6. And will be called Section 7 and the other sections will be renumbered.
- On November 11, 2000, ARTICLE III, Section 4 was amended. It previously read "on the 4th Tuesday of each month". This phrase was replaced with “at the Chairman’s discretion”.
- On November 11, 2000, ARTICLE III, Section 6 was amended. The word "only" was deleted from the end of the 3rd sentence, and the word "will" was replaced with the word “can” in the 4th sentence.
- On November 11, 2000, ARTICLE III, Section 7 was amended to describe a quorum as “three fifths” in place of “three sevenths”.
- On November 11, 2000 ARTICLE III, Section 8 was amended to describe a voting quorum for the Executive Board as “three fifths” in place of “three sevenths”.
- On November 11, 2000 ARTICLE III was amended. By a 5-0 vote the Executive Board added a section to ARTICLE III regarding Club Patches. It will be inserted after Section 12 and will be called Section 13.
- On December 6, 2002, ARTICLE III, Section 13 was amended to include Large Patch holders in the vote for appooval of new Large Patch holders. Section 13C was added regarding publishing Patch rules in all Newsletters.
- On July 13, 2012, Article I, Section 2, was amended. “of the membership” was added.
- On July 13, 2012, Article I, Section 5, was amended. Changed to “Annual Election meeting in December”
- On July 13, 2012, Article II, Section 2, was amended. The word “meetings” was added.
- On July 13, 2012, Article III, Section 10 was amended. This section was completely revised to conform with Non-Profit Corporation regulations.
- On July 13, 2012, Article III, Section 14A & 14B were amended to clarify wording & intent.
- On July 13, 2012, A new Article IV, Section 1&2 was added regarding Indemnification of Officers.
- On November 6, 2015, Article II, sections 7, 8 and 9 were changed to allow electronic notifications.
- On November 6, 2015, Article III, Section 3 was amended to allow meetings to be held on other dates than 1st Friday.
- On January 6, 2017, Article I, Sections 5 and 7 were amended to deal with having 5 or fewer Executive Board nominees at the close of nominations.
- On October 6, 2017, Article I, Section 1 was amended to clarify language.
- On October 6, 2017, Article I, Section 2, paragraph D was amended to delete Annual before Meetings
- On October 6, 2017, Article II, Sections 4, 7, 8 and 9 were amended to clarify duties of the Quartermaster, Treasurer, Editor and Events Coordinator.
©2019 British Iron Association. All rights reserved.