Organizing Document and Bylaws of the Central Iowa MINI Club
Revised March 2016
Article I – Organizational Authority: The Central Iowa MINI Club (hereafter referred to as “the CIMC”) is organized as an unincorporated nonprofit association under Chapter 501B of the Code of Iowa as amended by the State Legislature to take effect July 1, 2010.
Article II – Purpose: The CIMC is organized to operate exclusively for nonprofit purposes, including but not limited to the following activities:
1. Providing club members the opportunity to enjoy group drives of interest to those members
2. Providing club members the opportunity to socialize with other members.
Article III – Location: The CIMC has, as an unincorporated nonprofit association, no specific principal office. Its primary geographic area of interest is central Iowa, but membership in the association is not limited to individuals residing within that primary geographic area. Contact with the CIMC may be made by way of the club’s website, its FaceBook page, U.S. Postal Service, or through its members.
Article IV – Membership:
Section I – Type of membership: There shall be three types of memberships in the club:
1. Regular membership in the club is open to all owners of “new” MINIs or “classic” Minis. Holders of a regular membership must pay appropriate dues as set forth in Section II below. Regular members are entitled to:
a) Unlimited participation in meetings
b) Access to all club communications
c) Unlimited participation in club planning activities
d) Hold elective office
e) Vote on all club business matters
f) All other membership activities.
2. Associate membership is open to any motoring enthusiast who wishes it. Holders of an associate membership shall not be charged dues. Associate members are entitled to:
a) Access to all club communications
b) Participation in club events if accompanying a regular member
c) Attendance at all club membership meetings.
3. Guest membership is open to potential new club members so they may take the club for a “test drive” prior to joining. If a guest member wishes to participate in the club after one free trial event or meeting, or to have the right to vote on club affairs, he/she will need to convert to a regular membership by paying appropriate dues as set forth in Section II below. Guest members are entitled to:
a) Access to all club communications
b) Participation in one club membership meeting or one club-sponsored event between April 1 and November 30 of each year.
Section II – Membership Dues:
1. Membership dues will be assessed on a calendar-year basis and shall be payable no more than 30 days after either the start of the new calendar year or the date of joining the club, whichever comes first.
2. Members joining after June 30 of each calendar year shall be charged 50% of the normal calendar-year amount.
3. Regular memberships in the club will be $20.00 per calendar year. Payment of regular membership dues includes all individuals within a family, such as a husband, wife, and their children.
4. Associate and guest members shall pay no dues while holding that type of membership.
5. Annual dues for regular members may be changed by vote of the membership through an amendment to Section II-3 of these bylaws above.
Section III – Membership Meetings:
1. Regular membership meetings will be held on a monthly basis during the late fall, winter, and early spring months – typically beginning with a November meeting and ending with a March meeting. The regular monthly meetings will be scheduled by officers of the CIMC and meeting dates/times will be communicated to the membership at large via email notice at least one week in advance. With the exception of unusual circumstances, there will not be regularly scheduled membership meetings between April 1 and October 30 each year.
2. Special meetings of the CIMC may be called by the officers at any time deemed necessary.
3. Special meetings of the CIMC may be called by the general membership upon the written and signed request of five regular members or upon submission of e-mail requests from five regular members, or upon any combination of the above.
4. Membership meetings that deal with items of a business nature (as opposed to general socializing) will have an agenda listing those items, and that agenda will be included with the meeting notice. Regular members may have an item added to the meeting agenda by contacting the current CIMC president and requesting the item be included.
5. Robert’s Rules of Order will be the authority for all questions or procedure at membership meetings.
6. Business items requiring a vote of the membership shall be deemed passed and approved if a simple majority of the regular members in attendance at that meeting vote in favor of passage.
a) A quorum of the membership is defined as those regular members who attend the meeting.
b) Each regular individual member or primary member of a family group membership has one vote.
c) Neither associate nor guest members may vote on business matters.
d) Proxy votes will be allowed. Proxy votes may be brought to the appropriate meeting by another regular member or may be submitted by e-mail to a current member of the board of directors. If a regular member votes by e-mail proxy, the e-mail must be received no less than 24 hours in advance of the meeting.
7. Members who wish to have a previously passed and approved business item opened for reconsideration may make that request in writing or by e-mail to the current CIMC president, and he/she will then add that request to the agenda for the next regularly scheduled general membership meeting.
8. Membership meetings shall be chaired by the current CIMC president, who may delegate that responsibility to another officer if desired.
Article V – Board of Directors:
Section I – Terms of office for members of the Board of Directors:
1. The Board of Directors elected shall consist of six members elected to serve a one year term.
2. At the last general membership meeting of the calendar year, the club membership shall elect the six members for the following calendar year.
3. Any member of the Board of Directors may resign his/her post at any time for any reason.
4. Any member of the Board of Directors may be removed from his/her post by a vote of 60% of the membership present at either a regularly-scheduled or special membership meeting. If the 60% calculation results in a fractional vote, the required number of votes will be rounded up to the next whole number.
Section II – Meetings of the Board of Directors: The Board of Directors shall meet as necessary at times and dates they choose. A meeting of the board may be called by any board member by notifying all other board members of the date, time, and location of the meeting and by providing them with information concerning the subjects to be discussed at the meeting.
Section III – Candidates for the Board of Directors:
1. All candidates must be regular members in good standing.
2. Two months prior to the last annual meeting of the calendar year, the existing board shall appoint a nominating committee of at least two regular members in good standing for the purpose of nominating candidates for the upcoming elections.
3. In the event a member of the board, for whatever reason, becomes unable to complete his/her term in office, the remainder of the board shall appoint a qualified club member to serve for the remainder of the term in question.
4. Either at the same meeting at which the election of three new members is held or at a separate meeting of the new board to be held within one week after the election, the newly constituted Board of Directors shall select from its membership the club’s officers for the next calendar year and announce them to the membership at large.
Article VI – Officers:
Section I – Enumeration of officers: The club shall have at least the following officers (members of the board of directors may designate additional officers as the need arises):
2. Vice President
Section II – Multiple Positions: One member of the board of directors may, with approval of the remainder of the board’s members, hold more than one of the officer positions.
Section III – Term of Office: Officers shall serve for a one-year term but may hold an office for multiple years provided the individual in question continues to be a member of the board and provided the board continues to select that member for the post.
Section IV – Duties of the Officers:
1. President: The president is the chief executive officer of the club. It is the duty of the president to preside at all membership meetings and to have general supervision of the affairs of the club. He/she may delegate his/her authority to other members of the club as may be necessary.
2. Vice President: The vice president assists the president in administering the club and stands in for the president in that officer’s absence.
3. Secretary: The secretary is responsible for keeping all non-financial club records and for keeping minutes of all membership meetings as well as minutes of all meetings held by the officers of the club. Minutes are to be presented at the next membership meeting or at the next meeting of officers for approval, and once approved become part of the club’s permanent records. Other duties of the secretary may be assigned by the board of directors.
4. Treasurer: The treasurer has general charge of finances of the club. As needed, he/she will endorse on behalf of the club all checks, drafts, notes, and other obligations and evidence of the payment of money to the club in the club’s bank account, and will keep full and accurate account of all receipts and disbursements of the club in books belonging to the club, which will be open at all times to the inspection of the officers. He/she will present at each general membership meeting a report of the club’s financial position. In addition, because there are unlikely to be general membership meetings between April and October, a minimum of one such financial report will be distributed by e-mail to each regular member of the club as of June 30 of that year. The treasurer will also be responsible for timely payment of all expenses incurred on behalf of the club. All club expenses paid by the Treasurer must be approved prior to payment by an officer authorized to do so by the board of directors. The Club checking account will utilize single-signature checks, but at least two current members of the board of directors must have signatory authority on the account by having their signatures on file with the bank.
5. All officers will bear joint responsibility for arranging a suitable annual audit of the club’s financial records. The results of this audit shall be presented to the general membership during the second general membership meeting of the new calendar year.
Article VII – Committees: The officers, upon a majority vote among them, may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be officers or regular members of the club. In the event expertise in a specific area is required and cannot be found within the regular membership, associate members or non-members may be appointed in order to obtain their expertise. The studies, findings, and recommendations of all committees will be reported to the officers for consideration and action. Committees may adopt such rules for the conduct of their work as are appropriate and as are not inconsistent with these bylaws or with state and/or federal law. Committees may be disbanded by the officers or directors of the club as appropriate.
Article VIII – Miscellaneous: Under Iowa Code Chapter 501B(26) and Chapter 501B(27) the club has authority to reimburse both members and officers for incurred out-of-pocket expenses. Reimbursement will be made by the treasurer, who will maintain appropriate records to document the reimbursement. All checks for payment of funds will be signed by the treasurer or such alternate officer as has been given signatory authority on the club’s bank account. Only current officers may have signatory authority on the club’s bank account.
Article IX – Amendments: The general membership may amend these bylaws to include or omit any provision that could lawfully be included or omitted at the time the amendment is made. Upon written notice of at least fifteen (15) days, any number of amendments or an entire revision of the bylaws may be submitted to the general membership for discussion/voting to accept or reject the proposed amendment(s). Proposed changes to the bylaws must garner a simple majority of those regular members who are present at the meeting when the proposals are discussed and voted upon.
Article X – Dissolution: This club may be dissolved under the procedures outlined in Iowa Code Chapters 501B.28 and 501.B29. Upon dissolution of the club, any club assets remaining at the time of dissolution shall be donated to a charity to be named by the board of directors at the time of dissolution.