Bylaws & Articles

BYLAWS OF BIGFOOT OWNERS CLUB INTERNATIONAL

(As amended Sept 13, 2018)

A California Nonprofit Mutual Benefit Corporation

ARTICLE I

OFFICES

Principal Office

  • The principal office of the Corporation for its transaction of business is located at:

                18956 North Shore Dr., Hidden Valley Lake, California 95467

Change of Address

1.02.  The Board of Directors is granted full power and authority to change the principal office of the Corporation from one location to another within the State of California. Any change of address will be noted by the Secretary in these Bylaws, but will not be considered an amendment of these Bylaws.

ARTICLE II

MEMBERS

Classification and Qualification of Members

2.01.  The Corporation will have seven classes of members, Owner Members, Alumni Members, Associate Members, Dealer Members, Life Members, Honorary Members, and Complimentary Members.

2.01.1  Owner Members of the Corporation are those persons, businesses, or families owning Bigfoot recreational vehicles.  Each Owner Membership is entitled to all benefits of the Club, has a single vote in all corporate matters, and may serve as a member of the Board of Directors or serve as an Officer of the Club.

2.01.2  Alumni Members of the Corporation are those persons or families approved by the Board of Directors who were previous Owner Members of the Club who no longer own a Bigfoot RV.  An Alumni Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

2.01.3  Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to the Club, but do not qualify as an Owner Member or as a RV Dealer Member. An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

2.01.4  RV Dealer Members of the Corporation are those persons or businesses selling Bigfoot Recreational Vehicles approved by the Bigfoot Owners Club Board of Directors. A Dealer Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

2.01.5    Complimentary Membership is for three (3) months and is available for those persons or families who have purchased a new or used Bigfoot RV, and have not previously been a member of BOCI.  A Complimentary Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.

2.01.5.1  Complimentary Members may attend the Annual Rally and Business Meeting as a Guest and pay all Rally Fees including the Guest Fee.

2.01.6     LIFE MEMBERSHIP: May be granted to any Member of the Club by unanimous vote of the Board of Directors.

 

2.01.6.1    PRIVILEGES and LIMITATIONS:

  1. A) Life Members meeting Owner Member criteria are entitled to all benefits of the Club without Annual dues, have a single vote in all corporate matters, and may serve as a member of the Board of Directors or serve as an Officer of the Club.

                                  

  1. B) Life Members not owning or who no longer own a Bigfoot Recreational Vehicle are entitled to all rights and privileges of the Club, without paying Annual dues but do not have voting rights on matters of the Club and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

  1. C) Active Board of Directors and Officers of the Club are not eligible for Life Membership consideration during their term as a Board Member or an Officer.

 

2.01.6.2   NOMINATIONS PROCESS:  Owner and Life members may nominate a Club Member whose time and efforts have made significant and impactful contributions to the Club.  The nomination should be presented in writing (including reasons for said nomination) to the Board of Directors at least 90 Days prior to the Club's Annual Business Meeting and Rally. A limit of one (1) Life Membership may be given per year.

2.01.6.3.     ANNOUNCEMENT: Announcement and presentation of a Life Membership shall be presented during the Annual Business Meeting.

2.01.7.   HONORARY MEMBERSHIP: May be granted by a majority vote of the Board of Directors.  An Honorary Membership is for one calendar year and entitles the holder to all rights and privileges of the Club, without paying Annual dues. Honorary Members may not vote on matters of the Club or may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

2.01.7.1   NOMINATIONS PROCESS:  Owner and Life members may nominate a Club Member whose time and efforts have made significant and impactful contributions to the Club.  The nomination should be presented in writing (including reasons for said nomination) to the Board of Directors

Application Fee

2.02.  There is no fee for applying for membership in the Corporation.

 

 

Annual Dues

2.03.  The annual dues payable to the Corporation by members will be in the amounts determined by resolution of the Board of Directors. Dues are payable for the first year on admission to membership and annually thereafter at the time or times as may be fixed by the Board of Directors.

Assessments

2.04.  Memberships are not assessable.

Number of Members

2.05.  There is no limit on the number of members that the Corporation may admit.

Membership Records

2.06.  The Corporation shall keep membership records containing names, addresses, class of each member in printed form or in any electronic form capable of being converted into printed form. This information is to be updated and backed up monthly and kept in a secure location as determined by the Board of Directors. The records shall be accessible to the principle office of the Corporation and are subject to the rights of inspection required by law.

 

BOCI Business Communications

2.07.  Communications between members and the Board of Directors, and among members shall be handled as follows.

2.07.1.  Formal notices pertaining to BOCI Business shall be posted on the Club’s website under “Member’s Link>>BOCI Business>>” and mailed to the members. This will include, but not be limited to, Annual Meeting Notices, Minutes of Annual Meeting, Financial Statements and Bylaw Proposals.

2.07.2.  A Section in the BOCI Forum on the BOCI website entitled “BOCI Business” is available for all members to communicate with the Board of Directors as well as with other members about matters pertinent to BOCI Business.

Certificates of Membership

2.08.  The Corporation will not issue membership certificates. However, the Corporation reserves the right to issue identity cards or similar devices to members to serve to identify members qualifying to use the facilities or services of the Corporation.

Non-liability of Members

2.09.  A member of the Corporation is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Corporation.

 

Transferability of Membership

2.10.  The Board of Directors may provide by resolution for the transfer of memberships within any class or classes, with or without restriction or limitation, including transfer on the death, dissolution, merger, or reorganization of a member.

Termination of Membership–Causes

2.11.  The membership and all rights of membership automatically terminate on the occurrence of any of the following events:

(1)               The voluntary resignation of a member;

(2)               The death of a member;

(3)               The dissolution of corporate members;  and

(4)               The nonpayment of dues within thirty (30) days of the due date.

2.12  The Board of Directors reserves the right to refuse or terminate membership for any member.

ARTICLE III

MEETINGS OF MEMBERS

Place

3.01.  Annual Business Meetings of members will be held at the principal office of the corporation or at any location within or without the State of California that may be designated from time to time by resolution of the Board of Directors.

Regular Meetings

3.02.  Regular meetings will not be held.

Annual Business Meetings

3.03.  The members will meet annually no earlier than May 1st and no later than November 30th of each year (to coincide with the Annual rally if one is held), the actual date and location to be determined by the Board of Directors and Notice thereof shall be sent to all Members in accordance with these Bylaws.

Special Meetings

3.04.  Special business meetings of members may be called by any two (2) members of the Board of Directors or by at least ten percent of the Owner Members and held at the times and places within the State of California as may be ordered by resolution of the Board of Directors.

 

 

Notice of Meetings

3.05.  Written notice of every meeting of members must be either personally delivered, mailed by first-class United States mail, postage prepaid, or transmitted electronically, not less than 10 nor more than 45 days before the date of the meeting to each member who is entitled to vote at the meeting as of the record date for notice of the meeting.

Contents of Notice

3.06.  The notice will state the place, date, and time of the meeting. The notice of any meeting at which Directors are to be elected must include the names of all those who are nominees at the time the notice is given to the members.

Approvals

3.07.  The transactions of any meeting of members will be in written form (Meeting Minutes) and posted on the Club's website within three (3) Months of the meeting date. These Meeting Minutes and pertinent comments will be reviewed for approval at the next meeting by Voting Members present. Approved Meeting Minutes will be filed with the corporate records if a quorum is present.

Quorum

3.08  A quorum at any membership business meeting consists of a minimum of thirty (30) Owner Members present at the meeting.

Voting of Membership

3.09.  Owner Members in good standing and qualified Life Members, as stated in article 2.01.5.1 A, are entitled to one vote per membership on each matter submitted to a vote of the members.  No other member categories (Associate Members, Dealer Members, Honorary Members, and Complimentary Members) are entitled to vote on any matter submitted to a vote of the members.  Voting must be in person at the business meeting.

 

Indivisible Interest in Single Memberships

3.10.  Single memberships in which two or more persons have an indivisible interest will be entitled to but a single vote on any matter.

Record Date of Membership

3.11.  The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and to vote at any meeting of members

 

 

Conduct of Meetings–Chairman

3.12.  The President of the Corporation will be Chairman of, and preside over, the meetings of the members.  In his/her absence, the Chairman of the meeting will be appointed as per Robert’s Rules of Order revised.

Secretary of Meetings

3.13.  The Secretary of the Corporation will act as the secretary of all meetings of members. However, in his or her absence, the Chairman of the meetings of members will appoint another person to act as secretary of the meetings.

Rules of Order

3.14.  The Robert’s Rules of Order, as amended from time to time, governs the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the rules governing agenda, motions, and related matters.

ARTICLE IV

DIRECTORS

Number

4.01.  The corporation will have 5 Directors. Collectively, the Directors will be known as the Board of Directors.

Qualifications

4.02.  The Directors of the Corporation must be Owner Members or qualified Life Members, as stated in article 2.01.5.1 A of the Corporation.

 

Terms of Office

4.03.  Each Director holds office for two years on an overlapping schedule.  Two (2) Directors will be elected in the odd numbered years and three (3) Directors will be elected in even numbered years.

4.03.1  Terms are based on the Calendar Year (January1 through December 31). The time between the election of new Directors and the End of Year is a transition period where both the Outgoing and Incoming Directors will work together.

Nomination

4.04.  Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.

 

Election

4.05.  Directors will be elected at each annual general meeting.  The candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.  Directors are eligible for re-election, provided they continue to meet the qualifications required by these Bylaws.

Compensation

4.06.  The Directors serve without compensation, except that they shall be allowed and paid their actual, necessary and reasonable expenses in fulfilling their duties, subject to approval by the Board of Directors, except they shall not be reimbursed for attending meetings.

Meetings–Call of Meetings

4.07.  Meetings of the Board may be called by the President, the Vice-President, the Secretary or any two Directors.

Place of Meetings

4.08.  All meetings of the Board will be held at the principal office of the Corporation as specified in Section 1.01 of these Bylaws or as changed from time to time as provided in Section 1.02 of these Bylaws. However, in the event the Annual Meeting of Members is held outside the state of California, a Board meeting may be held at the same time and place.

Regular Meetings

4.09.  Regular monthly Board Meetings shall be held via telephone conference calls.

Special Meetings

4.10.  Special meetings of the Board may be called by the Chairman of the Board or the President or any Vice-President or the Secretary or any two Directors. Special meetings may be held on ten days’ notice by first-class mail, postage prepaid, or on 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.

4.10.1.  Notice of the special meeting need not be given to any Director who signs a waiver of notice or written consent to holding the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director either before or at the commencement of the meeting. All waivers, consents, and approvals must be filed with the corporate records or made a part of the minutes of the meetings.

Quorum

4.11.  A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as otherwise provided in these Bylaws.

 

 

Conduct of Meetings

4.12.  The Chairman of the Board or, in his or her absence, any Director selected by the Directors then present will preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer will act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in the meeting can hear one another. This participation constitutes personal presence at the meeting.

Filling Vacancies by Directors

4.13.  Vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office; (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice, or (3) a sole remaining Director.

Filling Vacancies by Members

4.14.  Vacancies created by removal of Directors may only be filled by the approval of the members within the meaning of Corporations Code Section 5034. The members may elect a Director at any time to fill any vacancy not filled by the Directors.

ARTICLE V

OFFICERS

Number and Titles

5.01.  The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and other officers with such titles and duties as determined by the Board. 

5.01.1.  Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

5.01.2.  In the event the office of Treasurer or Secretary becomes vacant, the remaining Directors may, by unanimous vote, “temporarily” assign the duties of that vacant office to another person, including the President, until a replacement is selected. The Directors shall use their best efforts to select a replacement as soon as possible.

Appointment and Resignation

5.02.  The officers will be chosen by the Board and serve at the pleasure of the Board. Officers may resign at any time.

 

 

 

ARTICLE VI

CORPORATE RECORDS, REPORTS, AND SEAL

Keeping Records

6.01.  The Corporation must keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation must also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes, books and records will be kept in either written form or in any other form capable of being converted into written form.

Annual Report

6.02.  The Corporation will notify each member yearly of the member’s right to receive a financial report pursuant to Corporations Code Section 8321(a). Except when the Corporation does not have more than 100 members or more than $10,000 in assets at any time during the fiscal year, on the written request of a member, the board must promptly cause the most recent annual report to be sent to the requesting member. The annual report will be prepared not later than 120 days after the close of the Corporation’s fiscal year. The annual report must contain in appropriate detail all the information required by Corporations Code Section 8321(a), specifically,

(1)  A balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year;

(2)  A statement of the place where the names and addresses of the current members are located; and

(3)  Any information concerning certain transactions and indemnifications required by Corporations Code Section 8322.

(4)  An annual Executive Summary, a Club Financial Report, and Membership Report shall be presented at the Annual Business Meeting.

6.02.1.  The annual report should be accompanied by any report of independent accountants. However, if there is no report by independent accountants, the certificate of any authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation must accompany the annual report.

Annual Statement of Certain Transactions and Indemnifications

6.03.  The Corporation must furnish annually to its members a statement of any transaction or indemnification described in Corporations Code Section 8322(d) and (e), if that transaction or indemnification took place. The annual statement must be affixed to and sent with the annual report described in Section 6.02 of these Bylaws.

 

 

Amendments

6.04.  These Bylaws may be amended or repealed by a majority vote of the Owner Members present, provided a quorum exists, at any annual or special meeting of the Owner Members, duly convened after notice of that purpose, in accordance with these Bylaws.

Corporate Seal

6.05.  The Board of Directors will adopt a corporate seal in the following form and design: “Bigfoot Owners Club International, Incorporated, California May 15, 2003″. The Secretary will maintain custody of the seal and affix it in all appropriate cases to all corporate documents. However, the failure to affix the seal does not affect the validity of any instrument.

Dissolution

6.06.  In the event of dissolution of the corporation the assets shall be transferred to another California non-profit corporation that is connected with RVs and/or the outdoors subject to the approval of the California Attorney General

CERTIFICATE OF SECRETARY

On behalf of the duly elected Secretary of the Club I hereby certify that I am a duly elected Board Member and appointed Bylaws Chairperson of this corporation and that the foregoing Bylaws, comprising 10 pages, constitute the Bylaws of this corporation as revised at a annual general meeting of the Bigfoot Owners Club International membership held in Las Vegas, NV on September 13, 2018.

 ________________________________

 Mike Henley, Director, Bylaws Chairperson

November 13, 2018

 

Attachments – History of Amendments to BOCI Bylaws

 

 

 

 

 

 

 

HISTORY OF AMENDMENTS TO BOCI BYLAWS

April 22, 2005, at a Special (electronic) Meeting of Members, after Notice to all members, the Bylaws were amended to change the date and location of the 2005 Annual Meeting to coincide with that year’s Annual Rally, from May 7 to July 27, 2005, at 3:00 P.M., at the Astoria/Seaside KOA Kampground, 1100 Ridge Road, Hammond , Oregon 97121.

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July 27, 2005, at the Annual Meeting, Section 2.01 of the Bylaws was amended to read as follows:

“2.01. The Corporation will have three classes of members, Owner Members, Associate Members and Dealer Members. Owner Members of the Corporation are those persons, businesses, or families owning a Bigfoot Motorhome, Bigfoot travel trailer or Bigfoot camper. An Owner Member is entitled to but a single “vote in all corporate matters. Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products but do not qualify as an Owner Member. Dealer Members of the Corporation are those persons or businesses approved by Bigfoot Industries, Ltd. as a dealer of Bigfoot products.

Bigfoot owners who have received a free initial membership must submit the “Complimentary Membership Application” (found on the BOCI website at www.bigfootowners.com together with the required contact information, in order to activate their membership and become an “Owner Member”. Until that application is submitted to BOCI such owners are inactive members and are not entitled to the benefits of membership as an “Owner Member”"

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July 27, 2005, at the Annual Meeting, Section 3.03 was amended to delete the following:

3.03. The members will meet annually on the first Saturday in May in each year beginning with the year 2005 at 12:00 P.M. Noon for the purpose of transacting proper business as may come before the meeting, including the election of Directors for the terms as are fixed in Section 4.03 of these Bylaws. If the day fixed for the annual meeting of members falls on a legal holiday, the meeting will be held at the same hour and place on the next succeeding day.

And to substitute the following language:

3.03. The members will meet annually no earlier than May 1 and no later than September 30 of each year (to coincide with the Annual rally if one is held), the actual date and location to be determined by the Board of Directors and Notice thereof shall be sent to all Members in accordance with these Bylaws.

 September 18, 2008, at the Annual Meeting, Section 2.07 of the Bylaws was amended to delete the following:

Inspection Rights of Members

2.07. Any member may inspect and copy the record of all the members’ names, addresses, and voting rights, at reasonable times, on five business days’ prior written demand on the Corporation, which must state the purpose for which the inspection rights are requested. The information in the membership records is limited to use by the members for legitimate purposes related to membership issues of the corporation and may not be sold or otherwise disseminated to non-members

And to substitute the following language:

Communications Among Members & Officers

2.07. In order to support Bigfoot Industries’ Privacy Policy and comply with members’ requests that their information not be disclosed, BOCI shall create a topic in the BOCI FORUM on the BOCI Website (www.bigfootowners.com) entitled “BOCI BUSINESS” as a means of facilitating communications among members and with the BOCI Officers.

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September 18, 2008, at the Annual Meeting, Section 3.08 was amended to delete the following:

Quorum

3.08. A quorum at any meeting of members consists of 15 percent of the Owner Members, represented in person or by proxy

And substitute the following language:

Quorum

3.08. A quorum at any meeting of members consists of 50% plus one, with a minimum of thirty, of the Owner Members registered to attend the meeting

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September 18, 2008, at the Annual Meeting, Section 3.12 was amended to delete the following Section:

Cumulative Voting

3.12. Every member entitled to vote at any election of the Directors may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit.

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 September 18, 2008, at the Annual Meeting, Section 3.13 was amended to delete the following Section:

Proxy Voting

3.13 Members entitled to vote, have the right to vote either in person or by a written proxy executed by that member or his or her duly authorized agent and filed with the Secretary of the Corporation, except as otherwise expressly provided in the Articles of Incorporation or these Bylaws. However, a proxy is not valid after the expiration of 11 months from the date of its issuance unless otherwise stated in the proxy. The maximum term of any proxy is 3 years from the date of its execution. Every proxy continues in full force and effect until revoked by the person executing it before the vote.

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November 18, 2008, revised section 1.01 by removing 309 Roundhill Court, Roseville, CA, 95747 and replaced with 362 Irwin Street, San Rafael, California 94901 as the Principle Office of the Corporation. This revision is authorized in Section 1.02 and the new office is that of the new president for the term of 2009 and 2010. =========================================================

September 16, 2009, at the Annual Meeting, the following sections were amended:

Classification and Qualification of Members

2.01. The Corporation will have three classes of members, Owner Members, Associate Members and Dealer Members. Owner Members of the Corporation are those persons, businesses, or families owning a Bigfoot Motorhome, Bigfoot travel trailer or Bigfoot camper. An Owner Member is entitled to but a single vote in all corporate matters. Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products but do not qualify as an Owner Member. Dealer Members of the Corporation are those persons or businesses approved by Bigfoot Industries, Ltd. as a dealer of Bigfoot products.

Bigfoot owners who have received a free initial membership must submit the “Complimentary Membership Application” (found on the BOCI website at www.bigfootowners.com ) together with the required contact information, in order to activate their membership and become an “Owner Member”. Until that application is submitted to BOCI such owners are inactive members and are not entitled to the benefits of membership as an “Owner Member”

  • Removed reference to the now defunct Bigfoot Industries Limited.
  • Clarified membership categories
  • Clarified voting rights.
  • Reworded to include all Bigfoot recreational vehicles

BOCI Business in the Forum

2.07. In order to support Bigfoot Industries’ Privacy Policy and comply with members’ requests that their information not be disclosed, BOCI shall create a topic in the BOCI Forum on the BOCI Website (www.bigfootowners.com) entitled “BOCI BUSINESS” as a means of communication between members and the BOCI Officers, and among members.

  • Removed reference to Bigfoot Industries Ltd.

 ARTICLE III – MEETINGS OF MEMBERS – Quorum

3.08. A quorum at any meeting of members consists of 50% plus one, with a minimum of thirty) of the Owner Members registered to attend the meeting.

  • Removed redundancy – clarification only.

 Voting of Membership

3.09. Except as provided in Section 3.12 of these Bylaws authorizing cumulative voting at the election of Directors, an Owner Member is entitled to but one vote on each matter submitted to a vote of the members. Neither Associate Members nor Dealer Members are entitled to vote on any matter submitted to a vote of the members. Voting may be in person, by proxy or by electronic means, including using the corporation’s website or email.

  • Clarification and the removal of reference to previously deleted section on cumulative voting (18 September 2008).

Conduct of Meetings–Chairman

3.14. The President of the Corporation or, in his or her absence, any other person chosen by a majority of the voting members present in person or by proxy, will be Chairman of and preside over the meetings of the members.

  • Removed reference to proxy voting eliminated 18 September 2008
  • Added reference to Robert’s Rules.

ARTICLE IV – DIRECTORS – Terms of Office

4.03. Each Director holds office for two years, except that two of the five Directors to be elected in the year 2004 will hold office for one year, until the next annual meeting of members, and until the Director’s successor is elected and qualifies.

  • Wording up-dated.

Election

4.05. The Directors will be elected at each annual meeting. The first election for Directors in 2004 will take place during the month of June. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors are eligible for reelection, provided they continue to meet the qualifications required by these Bylaws.:

  • Removed outdated references.

 Regular Meetings

4.09. Regular meetings will not be held.:

  • Added requirement for regular Executive contact and planning sessions.

ARTICLE VI – CORPORATE RECORDS, REPORTS, AND SEAL – Annual Report

6.02. The Corporation will notify each member yearly of the member’s right to receive a financial report pursuant to Corporations Code Section 8321(a). Etc………………….

  • Added a bullet 4) requiring financial and activity reporting at the Annual General Meeting.

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September 15, 2011, at the Annual Meeting of Owner Members at Fairmont Hot Springs RV Resort, Fairmont Hot Springs, BC the following amendments to the BOCI By-laws were made.

Section 2.01.2

Prior to September 15, 2011 Read:

“Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products but do not qualify as an Owner Member or Dealer Member. An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.”

 Proposal(s): insert…“or in Bigfoot Owners Club International,…” after Bigfoot products.

 Amended to read:

Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products or in Bigfoot Owners Club International, but do not qualify as an Owner Member or Dealer Member.  An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.

 Justification:  In order to offer membership to anyone who would like to join BOCI but own a different brand of RV, or don’t own a RV, this amendment would allow them to join as an Associate Member.

 Section 2.01.4

Prior to September 15, 2011 Read:

“Complimentary Membership is for three (3) months and is available for those persons or families who have purchased a new or used Bigfoot recreational vehicle within the prior six (6) months of the date of application and are a first-time Bigfoot RV owner. A Complimentary Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.”

 Proposal(s): -delete …”within the prior six (6) months of the date of application”…

- Insert …“, and are a first time Bigfoot RV owner,”

 Amended to read:

Complimentary Membership is for three (3) months and is available for those persons or families who have purchased a new or used Bigfoot RV within the prior six (6) months of the date of application, and are a first time Bigfoot RV owner, and have not previously been a member of BOCI.  A Complimentary Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.

 Justification: The six-month window for a complimentary membership was felt to be too restrictive and an impediment to recruiting new members.

 Section 2.11 (a)

Prior to September 15, 2011 Read:

“The membership and all rights of membership automatically terminate on the occurrence of any of the following causes:

(1) The voluntary resignation of a member.

(2) The death of a member;

(3) The dissolution of corporate members; and

(4) The nonpayment of dues within 30 days of the due date.”

 Proposal(s): – delete the designation “(a)”

- insert the word “thirty” and add parenthesis around “30”

Amended to read:

2.11 (a) The membership and all rights of membership automatically terminate on the occurrence of any of the following causes events:

(1)               The voluntary resignation of a member;

(2)               The death of a member;

(3)               The dissolution of corporate members; and

(4)               The nonpayment of dues within thirty (30) days of the due date.

 Justification:  Changed “causes” to “events” for grammatical reasons. Added “thirty (30)” days to be consistent with other uses in this document.

 Insert new Section 2.12

 Amended to read:

2.12 The Board of Directors reserves the right to refuse or terminate membership for any member.

 Justification: This section was added to provide authority for refusing or terminating a membership.

 

 

 

 Section 3.03

Prior to September 15, 2011 Read:

“The members will meet annually no earlier than May 1 and no later than September 30 of each year (to coincide with the Annual rally if one is held), the actual date and location to be determined by the Board of Directors and Notice thereof shall be sent to all Members in accordance with these Bylaws.

 Proposal(s): – insert “st” after the 1

- replace “September 30” with “November 30th

 Amended to read:

The members will meet annually no earlier than May 1st and no later than September 30 November 30th of each year (to coincide with the Annual rally if one is held), the actual date and location to be determined by the Board of Directors and Notice thereof shall be sent to all Members in accordance with these Bylaws.

Justification:  This change gave the Board more flexibility in setting the date of the Annual Meeting.

 Section 3.04

Prior to September 15, 2011 Read:

“Special meetings of members may be called by any two members of the Board of Directors and held at the times and places within the State of California as may be ordered by resolution of the Board of Directors. Ten percent or more of the Owner Members of the Corporation may call special meetings for any lawful purpose.”

 Proposal(s): – insert the word “business” between Special and meetings

- insert “(2)” after two

- insert “or by at least”

- delete “for any lawful purpose”

 Amended to read:

Special business meetings of members may be called by any two (2) members of the Board of Directors or by at least ten percent of the Owner Members and held at the times and places within the State of California as may be ordered by resolution of the Board of Directors.

 Justification:  The word “business” was added to clarify the purpose for a special meeting and the (2) was added to be consistent with other uses in this document. The language was rearranged to clarify the meaning, and the words “for any lawful purpose” seemed unnecessary.

 Section 3.07

Prior to September 15, 2011 Read:

“The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals will be filed with the corporate records.”

 Proposal(s): – insert the word “electronically”

- delete the word “proxy” every time it is mentioned and related                               verbiage

- rewrite section with above proposals

 Amended to read:

The transactions of any meeting of members will be recorded in written form (Meeting Minutes). The Meeting Minutes will be reviewed and approved by the Owner Members at the next Owner Members meeting and filed, as approved by the Owner Members present with the corporate records, if a quorum is present.

 Justification: Rewrote this section to make it more understandable. Added the word “electronically” to allow for a member to attend the meeting by electronic means and deleted the word “proxy” and its related verbiage as that was removed in 2008.

 Section 5.01

Prior to September 15, 2011 Read:

“The officers of the Corporation shall be a President (who shall be the Chairman of the Board of Directors), a Vice-President, a Secretary, a Chief Financial Officer, and those other officers with such titles and duties as determined by the Board. The President is the general manager and chief executive officer of the Corporation. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President.”

 Proposal(s): – delete …”(who shall be the Chairman of the Board of Directors)”

- insert  …a comma “,” after …general manager

- delete …”and” between manager and chief”…

- insert … “and Chairman of the Board”

- delete “Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President.”

 Amended to read:

“The officers of the Corporation shall be a President (who shall be the Chairman of the Board of Directors), a Vice-President, a Secretary, a Treasurer, and other officers with such titles and duties as determined by the Board.  The President is the general manager, and chief executive officer of the Corporation and Chairman of the Board.

 Justification: This section was rewritten for clarification purposes.

Insert new section 5.01.1

 Amended to read:

Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

 10 – Insert new section 5.01.2

 To read:

In the event the office of Treasurer or Secretary becomes vacant, the remaining Directors may, by unanimous vote, “temporarily” assign the duties of that vacant office to another person, including the President, until a replacement is selected. The Directors shall use their best efforts to select a replacement as soon as possible.

 Justification for Proposals 9 & 10:

The possibility of a vacancy in the office of Treasurer or Secretary is a serious matter. It is important to divide the duties of officers whenever possible to avoid conflicts. In a small organization such as BOCI it is not always possible to find a qualified person to serve as Treasurer or Secretary in a short time. Accordingly, we should provide the Directors, including the President, flexibility in filling these offices, on a temporary basis, and seek a permanent replacement as soon as possible. All the Directors will work diligently in finding a replacement as soon as possible.

 

 

Prior to September 15, 2011 Read:

Dissolution

 “In the event of dissolution of the corporation the assets shall be transferred to another California non-profit corporation subject to the approval of the California Attorney General.”

 Proposal(s): – Add Section 6.06 to under Dissolution heading

- insert …“that is connected with RVs and/or the outdoors”…after non-profit corporation

Amended to read:

Dissolution

6.06. In the event of dissolution of the corporation the assets shall be transferred to another California non-profit corporation that is connected with RVs and/or the outdoors subject to the approval of the California Attorney General.

 Justification:  Added the section designation number to be consistent with the rest of this document. In the event of dissolution, the members wanted their preference known that they would like any remaining assets to be used by a non-profit connected with RVs and/or the outdoors.

Changes made at Annual Business Meeting - September 12, 2013, Ponderosa Campground, Cody, Wyoming

 

September 12, 2013 - PROPOSAL 1: Insert section 2.01.5. LIFE MEMBERSHIP

 

To Read: 2.01.5   LIFE MEMBERSHIP: May be granted to any Member of the Club by unanimous vote of the Board of Directors.

2.01.5.1      PRIVILEGES and LIMITATIONS: A) Life Members meeting Owner Member criteria are entitled to all benefits of the Club without Annual dues, have a single vote in all corporate matters, and may serve as a member of the Board of Directors or serve as an Officer of the Club.

 

  1. Life Members not owning or who no longer own a Bigfoot Recreational Vehicle are entitled to all rights and privileges of the Club, without paying Annual dues but do not have voting rights on matters of the Club and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

  1. C) Active Board of Directors and Officers of the Club are not eligible for Life Membership consideration during their term as a Board Member or an Officer.

 

2.01.5.2   NOMINATIONS PROCESS: Owner members may nominate a Club Member whose time and efforts have made significant and impactful contributions to the Club. The nomination should be presented in writing (including reasons for said nomination) to the Board of Directors at least 90 Days prior to the Club's Annual Business Meeting and Rally.

 

2.01.5.3.     ANNOUNCEMENT: Announcement and presentation of a Life Membership shall be presented during the Annual Business Meeting.

 

JUSTIFICATION: By having the ability to grant a Life Membership to the Club by the Board of Directors enables the Board of Directors to award and honor any Member(s) of the Club for service to the Club that has benefited the Club substantially. This has been requested by Owner Members at previous Business Meetings.

 

There were numerous questions by members.

Jay Rutherford asked if a unanimous vote of the Board of Directors is the only mechanism to bring before the Board of Directors or is there a nomination process.  Jack Willoughby says Elaine wants him to say she doesn’t feel life members should have a vote as a Board of Directors member.  Krista Leech feels there should be more defining criteria and guidelines.  Norm stated that an active Board of Directors is not qualified to obtain a life membership while on the Board of Directors.  Mona Greenlee says there should be criteria of some kind such as years attending the rally, serving the club, etc.

 

Tom Glenn made a motion to accept the Proposal as written.  Rich Peters seconded the motion.  The motion passed by a vote of 29 in favor and 13 opposed.

 

Proposal one is revisited.

Jack Willoughby moved to reconsider the original vote on Proposal 1 for lifetime membership.

Jay Rutherford seconded.

A vote of 25 passed and 11 oppose. 

Mona Greenlee moved to table Proposal 1 and revisit in 2014.

Krista Leech seconded.

A vote of 16 voted in favor and 22 opposed.  The motion did not pass.

 

Jay Rutherford moved to add the language to limit 1 life membership may be given per year. (2.01.5.2) 

Jack Willoughby seconded the motion.

 

The motion passed.

 

Joy Adams moved to accept Proposal 1 as amended.

Jack Willoughby seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 2: Insert section 2.01.6. HONORARY MEMBERSHIP

 

To Read: 2.01.6. HONORARY MEMBERSHIP: May be granted by a majority vote of the Board of Directors. An Honorary Membership is for one calendar year and entitles the holder to all rights and privileges of the Club, without paying Annual dues. Honorary Members may not vote on matters of the Club or may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

JUSTIFICATION: This proposal allows the Board of Directors the ability to grant an Honorary Membership to individuals whose services benefit the Club but does not allow this Membership to affect the Club or Owner Members by not allowing them to vote or hold a position on the Board of Directors or serve as an Officer of the Club.

 

Jay Rutherford moved to accept Proposal 2.  Art Dunn seconded the motion.  The motion passed.

 

At this time several members asked:

            Can only Board Members propose bylaws?

            The answer was anyone can propose bylaw changes, but all proposed by law changes must be posted 90 days before the annual meeting. If anyone has suggestions for bylaw changes, please see Art Dunn.

 

September 12, 2013 - PROPOSAL 3: Modify Section 2.01. Replace the word four with six. Insert a comma (,) after Dealer Members and insert Life Members, Honorary Members, between the comma and the word "and".

 

Currently Reads: 2.01. The Corporation will have four classes of members, Owner Members, Associate Members, Dealer Members and Complimentary Members.

 

To Read: 2.01. The Corporation will have six classes of members, Owner Members, Associate Members, Dealer Members, Life Members, Honorary Members, and Complimentary Members.

 

JUSTIFICATION: This Proposal is necessary if Proposals 1 and 2 are passed adding Life and Honorary Memberships.

 

Jay Rutherford moves to accept the Proposal 3.

Terry Gibson seconded the motion.

The motion passed.

 

P September 12, 2013 - ROPOSAL 4: Modify 2.01.1 by adding a comma (,) after "the Club". Delete the word "and". Replace the period (.) after matters with a comma (,). and insert "and may serve as a member of the Board of Directors or serve as an Officer of the Club.

 

Currently Reads: 2.01.1 - Owner Members of the Corporation are those persons, businesses, or families owning Bigfoot recreational vehicles. Each Owner Membership is entitled to all benefits of the Club and has a single vote in all corporate matters.

 

To Read: 2.01.1 - Owner Members of the Corporation are those persons, businesses, or families owning Bigfoot recreational vehicles. Each Owner Membership is entitled to all benefits of the Club, has a single vote in all corporate matters, and may serve as a member of the Board of Directors or serve as an Officer of the Club.

 

JUSTIFICATION: Clarifies that Owner Members may serve as a Board Member or an Officer of the Club.

 

Jay Rutherford moved to accept the Proposal 4.

Roxann Henley seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 5:   Modify 2.01.2 by deleting the period (.) after 'corporate matters' and add "and may not serve as a member of the Board of Directors or serve as an Officer of the Club."

 

Currently Reads: 2.01.2 - Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products or in Bigfoot Owners Club International, but do not qualify as an Owner Member or Dealer Member. An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.

 

To Read: 2.01.2 - Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products or in Bigfoot Owners Club International, but do not qualify as an Owner Member or Dealer Member. An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

JUSTIFICATION: Associate Members should not be in positions to affect the Club or Owner Members.

 

Jay Rutherford moved to accept Proposal 5.

Skip Huwaldt seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 6: Modify 2.01.3 the period (.) after 'corporate matters' and add "and may not serve as a member of the Board of Directors or serve as an Officer of the Club."

 

Currently Reads: 2.01.3 - RV Dealer Members of the Corporation are those persons or businesses approved by the Bigfoot Owner’s Club Board of Directors. A Dealer Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.

 

To Read: RV Dealer Members of the Corporation are those persons or businesses approved by the Bigfoot Owner’s Club Board of Directors. A Dealer Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

JUSTIFICATION: Dealer Members should not be in positions to affect the Club or Owner Members.

 

Roxann Henley moved to accept Proposal 6.

Carolyn Rector seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 7: Modify Section 2.01.4. Replace all the words from "all benefits of the Club" with ... "the Club's website for information purposes only. Complimentary Members may not post Classified Advertisements on the website, have no voting privileges in corporate matters and may not serve as a member of the Board of Directors or as an Officer of the Club."

 

Currently Reads: 2.01.4. Complimentary Membership is for three (3) months and is available for those persons or families who have purchased a new or used Bigfoot RV and are a first time Bigfoot RV owner and have not previously been a member of BOCI. A Complimentary Member is entitled to all benefits of the Club but has no voting privileges in corporate matters.

 

To Read: 2.01.4. Complimentary Membership is for three (3) months and is available for those persons or families who have purchased a new or used Bigfoot RV and are a first time Bigfoot RV owner, and have not previously been a member of BOCI. A Complimentary Member is entitled to access the Club's website for information purposes only. Complimentary Members may not post Classified Advertisements on the website, have no voting privileges in corporate matters and may not serve as a member of the Board of Directors or as an Officer of the Club.

 

JUSTIFICATION: Sets and clarifies the limits of a Complimentary Membership.

 

Mona Greenlee questioned the part of the motion that says “not having been a Bigfoot owner previously.”  Art Dunn explained that you are not excluding previous owners for a complimentary membership just those who had been members in the past.

Jack Willoughby says we are postulating someone with a Bigfoot but didn’t join the club.

Art says if the wording is wrong don’t vote or as per Mike we can amend if we have a quorum & then vote.

Joy Adams made a motion to table the Proposal 7.

Mike seconded.

The motion was voted down.

Jack Willoughby moved to amend the draft omit ,"and are first time Bigfoot Owners".

Rich Peters seconded the motion.

The motion passed as amended.

Rich Peters moved to vote on the proposal as amended.

Krista Leach seconded the motion.

The motion passed.

 

September 12, 2013 - There is confusion on Proposal 1.

Jack Willoughby made a motion to reconsider the original vote on Proposal 1.

Jay Rutherford seconded the motion.

The motion passed and Proposal 1 was revisited.

The information for this item is listed under Proposal 1

 

September 12, 2013 - PROPOSAL 8: Add Section 2.01.4.1

To Read: 2.01.4.1 Complimentary Members may attend the Annual Rally and Business Meeting as a Guest and pay all Rally Fees including the Guest Fee.

 

JUSTIFICATION: Allows for Complimentary Members to attend the Annual Rally and Business Meeting.

 

Rich Peters moved to accept Proposal 8.

Ray Levine seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 9:   Modify 3.01 by inserting the word "Business" between "Annual" and "Meeting".

 

Currently Reads:

3.01. - Annual Meetings of members will be held at the principal office of the corporation or at any location within or without the State of California that may be designated from time to time by resolution of the Board of Directors.

 

To Read: 3.01. - Annual Business Meetings of members will be held at the principal office of the corporation or at any location within or without the State of California that may be designated from time to time by resolution of the Board of Directors.

 

JUSTIFICATION: By adding the word "Business" it provides clarity on the Annual Meeting and consistency throughout these By-laws.

 

Jay Rutherford moved to accept Proposal 9.

Skip Huwaldt seconded the motion.

 

September 12, 2013 - PROPOSAL 10: Modify Heading between Section 3.02 and 3.03 "Annual Meetings" by inserting "Business" between "Annual" and "Meetings"

 

Currently Reads: Annual Meetings

 

To Read: Annual Business Meetings

 

JUSTIFICATION: This will clarify the Annual Meetings as the Annual Business Meetings for consistency purposes throughout these By-laws.

Skip Huwaldt moved to accept  Proposal 10.

Jack Willoughby seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 11: Modify 3.07 by inserting the word "documented" between the words "be" and "in". Delete the period (.) after "Minutes)" and inserting "and posted on the Club's website within three (3) Months of the meeting date." Change the word "The" to "These" after the word "date." Insert "and pertinent comments" between the words "Minutes" and "will". Deleted "and" after "reviewed" and insert "for approval at the next meeting by Voting Members present." after "reviewed". Change "approved" to "Approved". Insert after "Approved" the words "Meeting Minutes will be". Delete after the word "filed" ", as approved by the Owner Members present". Delete the comma (,) after the word "records".

 

Currently Reads: 3.07. - The transactions of any meeting of members will be documented in written form (Meeting Minutes). The Meeting Minutes will be reviewed and approved by the Owner Members at the next Owners meeting and filed, as approved by the Owner Members present with the corporate records, if a quorum is present.

 

To Read: 3.07. - The transactions of any meeting of members will be in written form (Meeting Minutes) and posted on the Club's website within three (3) Months of the meeting date. These Meeting Minutes and pertinent comments will be reviewed for approval at the next meeting by Voting Members present. Approved Meeting Minutes will be filed with the corporate records if a quorum is present.

 

JUSTIFICATION: This modification was at the request of the Voting Members present at the 2012 Annual Meeting because they felt waiting a year before reviewing and approving the minutes were too long and some would not be attending the next meeting. This will give Members attending the meeting an opportunity to make comments on the Meeting Minutes while it is still relatively fresh in their memories. Due to logistics the final review and pertinent comments will still be accomplished at the next meeting.

 

Skip Huwaldt moved to accept Proposal 11.

Jack Willoughby seconded the motion.

The motion passed.

 

PROPOSAL 12: Modify 3.09 by inserting "and Life Members" between "standing" and "are", and inserting "Honorary Members, between "Dealer Members," and "and".

Currently Reads: 3.09. - Owner Members in good standing are entitled to one vote per membership on each matter submitted to a vote of the members. No other member categories (Associate Members, Dealer Members, and Complimentary Members) are entitled to vote on any matter submitted to a vote of the members. Voting must be in person at the business meeting

 

To Read: 3.09. - Owner Members in good standing and qualified Life Members, as stated in article 2.01.5.1 A, are entitled to one vote per membership on each matter submitted to a vote of the members. No other member categories (Associate Members, Dealer Members, Honorary Members, and Complimentary Members) are entitled to vote on any matter submitted to a vote of the members. Voting must be in person at the business meeting.

 

JUSTIFICATION: This Proposal is required if Proposal 1 and 2 are passed adding Life and Honorary Members.

 

Jay Rutherford moved to accept Proposal 12

Norma Chambers seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 13: Modify 4.02 by adding "or Life Members" between "Members" and "of".

 

Currently Reads: 4.02. - The Directors of the Corporation must be Owner Members of the Corporation.

 

To Read: 4.02. - The Directors of the Corporation must be Owner Members or qualified Life Members, as stated in article 2.01.5.1 A of the Corporation.

 

JUSTIFICATION: This Proposal is required if Proposal 1 and 2 are passed adding Life and Honorary Members.

 

Jay Rutherford moved to accept Proposal 13

Jack Willoughby seconded the motion.

The motion passed.

 

September 12, 2013 - PROPOSAL 14: Modify 6.02 (4) by replacing the word "General" with "Business".

 

Currently Reads: (4) An annual Executive Summary, a Club Financial Report, and Membership Report shall be presented at the Annual General Meeting.

 

To Read: (4) An annual Executive Summary, a Club Financial Report, and Membership Report shall be presented at the Annual Business Meeting.

JUSTIFICATION: There are no other mention of meetings being General. Reference point is under ARTICLE III MEETING OF MEMBERS Annual Meetings. This Proposal will add consistency if Proposal 9 is passed.

 

Tom Glenn moved to accept Proposal 14.

Joe Hofstede seconded the motion.

The motion passed.

 

September 17, 2015

Nk’Mip RV Park, Osoyoos, BC Canada

Bylaws Proposals 2015 Recommended by BOCI Board of Directors

PROPOSAL 1: Membership Book

Replace the word “Book” in the heading Membership Book between Section 2.05. and 2.06. with “Records”.

 

Currently Reads:

Membership Book

 

To Read:

Membership Records

 

Justification:

Replacing the word “Book” with “Records” reflects how BOCI actually maintains our Membership Records that are stored electronically (computer and backed up regularly) and not in a Membership Book.

 

Passed 9/17/15

 

PROPOSAL 2: Section 2.06.

Rewrite of section 2.06.

 

Currently Reads:

2.06. The Corporation shall keep a membership book containing the name, address, and class of each member in written form or in any form capable of being converted into written form. The book must also note if a membership has terminated and the date on which that membership ceased. The book will be kept at the principal office of the Corporation and is subject to the rights of inspection required by law and as set forth in Section 2.07 of these Bylaws.

 

Proposed Changes:

2.06. The Corporation shall keep membership  records containing the name, address, class, and status  of each member in  printed form or in any electronic form capable of being converted into printed form. This information is to be updated and backed up monthly and kept in a secure location as determined by the Board of Directors. The records shall be accessible to the principal office of the Corporation and are subject to the rights of inspection required by law..

 

To read:

2.06. The Corporation shall keep membership records containing names, addresses, class of each member in printed form or in any electronic form capable of being converted into printed form. This information is to be updated and backed up monthly and kept in a secure location as determined by the Board of Directors. The records shall be accessible to the principle office of the Corporation and are subject to the rights of inspection required by law.

 

Justification:

Our Membership Records are being kept in electronic form and the records that were kept in written form in many Membership Binders have been transferred to electronic form thus eliminating the need for Membership Books. The member information in the Membership Books (Binders) were all shredded and disposed of. All electronic membership information is being stored in a secure location and backed up monthly to an offsite location approved by the Board of Directors and are available to the California Principal Office of the Corporation.

 

Passed 9/17/15                                                        

Proposal 3: BOCI Business in the Forum

Replace the words “in the Forum” with “Communications” between Sections 2.06. and 2.07.

Currently Reads:

BOCI Business in the Forum

 

To Read:

BOCI Business Communications

 

Justification:

By replacing “in the forum” with “Communications” reflects the changes proposed in Proposals 4, 5 and 6.

 

Passed 9/17/15

                              

Proposal 4, 5 and 6: Section 2.07.

Proposals 4, 5 and 6 are combined as they are all related to Communications between members and the Board of Directors and will have 1 justification following Proposal 6..

 

Passed 9/17/15

 

Proposal 4: Section 2.07.

 

Currently Reads:

2.07. In order to comply with members’ requests that their information not be disclosed, BOCI shall create a topic in the BOCI Forum on the BOCI Website (www.bigfootowners.com) entitled “BOCI BUSINESS” as a means of communication between members and the BOCI Officers, and among members.

 

Proposed Changes:

2.07. Communications between members and the Board of Directors, and among members shall be handled as follows.

 

To Read:

2.07. Communications between members and the Board of Directors, and among members shall be handled as follows.

 

Passed 9/17/15

 

Proposal 5: Add new Section 2.07.1.

 

To Read:

2.07.1. Formal notices pertaining to BOCI Business shall be posted on the Club’s website under “Member’s Link>>BOCI Business>>” and mailed to the members. This will include, but not be limited to, Annual Meeting Notices, Minutes of Annual Meeting, Financial Statements and Bylaw Proposals.

                                                

NOTE – The reason the word “mailed” is used because it could mean by email or the Postal Service.

Passed 9/17/15

 

Proposal 6: Add new Section 2.07.2.

 

To Read:

2.07.2. A Section in the BOCI Forum on the BOCI website entitled “BOCI Business” is available for all members to communicate with the Board of Directors as well as with other members about matters pertinent to BOCI Business.

 

Justification:

This proposal separates the BOCI Business Communications to members from the BOCI Business Forum chats and secures the BOCI Business Communications for members only.

 

Passed 9/17/15

 

Proposal 7: Meetings-Call To Order - Section 4.07.

 

Currently Reads:

4.07. Meetings of the Board may be called by the Chairman of the Board, the President, the Vice-President, the Secretary or any two Directors.

 

Proposed Changes:

4.07. Meetings of the Board may be called by the President, the Vice-President, the Secretary or any two Directors.

 

To Read:

4.07. Meetings of the Board may be called by the President, the Vice-President, the Secretary or any two Directors.

 

Justification:

BOCI is an Incorporated Club but not a Corporate Business and BOCI does not uses the term “Chairman of the Board”. The leadership of BOCI is known as “President”. By eliminating the title of “Chairman of the Board” it will remove any confusion that there may be a Chairman of the Board and President although this explained in Section 5.01.

 

Passed 9/17/15

 

 

Proposal 8: Number and Titles - Section 5.01.

 

Currently Reads:

5.01. The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and other officers with such titles and duties as determined by the Board.  The President is the general manager, and chief executive officer of the Corporation and Chairman of the Board.

 

NOTE: the strikethrough on the word “and” should have been removed when the proposal to revise was approved on September 15, 2011. Removing the strikethrough “and” is editorial and no vote is required.

 

Proposed Changes:

5.01. The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and other officers with such titles and duties as determined by the Board. 

NOTE: the word “officers” will be editorially changed to “Officers”

To Read:

5.01. The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and other officers with such titles and duties as determined by the Board. 

Justification:

BOCI is an Incorporated Club but not a Corporate Business and BOCI does not uses the term “general manager, ‘chief executive officer, and Chairman of the Board”. The leadership of BOCI is known as “President”. By eliminating the title of “Chairman of the Board” it will remove any confusion that there may be a Chairman of the Board.  Passed 9/17/15

October 17, 2015 – Editorial Changes

Change #1 - Principle office of the Corporation to 18956 North Shore Dr., Hidden Valley Lake, California 95467.

 

Change #2 – Modified the Certificate of the Secretary to reflect that the Bylaws Chairperson modified these October 17, 2015 Bylaws and changed these number pages from 9 to 10.

 

September 13, 2018:  The following Bylaws Proposals were Passed at the Annual Meeting zat the Oasis Las Vegas RV Resort, Las Vegas, NV

PROPOSAL 1: ARTICLE II MEMBERS Section 2.01.2  [pertains to Associate Members]

PROPOSAL: Passed

Replace the words “…Bigfoot owners or otherwise have an interest in Bigfoot products or in Bigfoot Owners Club International, but do not qualify as an Owner Member or Dealer Member.” With “…the Club.

CURRENTLY READS:

2.01.2 - Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to Bigfoot owners or otherwise have an interest in Bigfoot products or in Bigfoot Owners Club International, but do not qualify as an Owner Member or Dealer Member.  An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 TO READ:

2.01.2 Associate Members of the Corporation are those persons or businesses approved by the Board of Directors who provide a product of interest to the Club, but do not qualify as an Owner Member or as a RV Dealer Member. An Associate Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 JUSTIFICATION:

This clarifies the Associate Members classification removing ambiguities. 

 

PROPOSAL 2: ARTICLE II: MEMBERS Section 2.01.3:  [pertains to Dealer Members]

PROPOSAL: passed

2.01.3 Insert the words “selling Bigfoot Recreational Vehicles” between “businesses” and “approved”.

 

CURRENTLY READS:

2.01.3 - RV Dealer Members of the Corporation are those persons or businesses approved by the Bigfoot Owners Club Board of Directors. A Dealer Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

TO READ:

2.01.3 - RV Dealer Members of the Corporation are those persons or businesses selling Bigfoot Recreational Vehicles approved by the Bigfoot Owners Club Board of Directors. A Dealer Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

 

JUSTIFICATION:

This proposal clarifies the intent of this section is for RV Dealers who sell Bigfoot Recreational Vehicles. They may sell other brands as well but must sell Bigfoot RVs.

             

PROPOSAL 3 ARTICLE II: MEMBERS Section 2.01.2:  [NEW classification – Alumni Members]

 

PROPOSAL: Passed

Insert new Section 2.01.2 Alumni Members between Owner Member and Associate Members sections.

Previous Section 2.01.2 and sections thereafter will be renumbered accordingly.

TO READ:

2.01.2 Alumni Members of the Corporation are those persons or families approved by the Board of Directors who were previous Owner Members of the Club who no longer own a Bigfoot RV.  An Alumni Member is entitled to all benefits of the Club but has no voting privileges in corporate matters and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

JUSTIFICATION:

This proposal allows Owner Members who replaced their Bigfoot RV with another manufacturer’s RV or not to stay in the Club.

 

 

PROPOSAL 4: ARTICLE II: MEMBERS:  Renumber Sections 2.01.2, 2.01.3, 2.01.4, 2.01.4.1, 2.01.5, 2.01.5.1, 2.01.5.2, 2.01.5.3, and 2.01.6

 

TO READ: Passed

2.01.3, 2.01.4, 2.01.5, 2.01.5.1, 2.01.6, 2.01.6.1, 2.01.6.2, 2.01.6.3, and 2.01.7

 

JUSTIFICATION:

If PROPOSAL 3 passes this PROPOSAL 4 renumbers the subsequent section numbers accordingly.

 

 

PROPOPSAL 5: ARTICLE II: MEMBERS Section 2.01:  [pertains to Classes of Members] 

 

PROPOSAL: Passed

Modify Section 2.01 Classes of Members

 

CURRENTLY READS:

2.01. The Corporation will have six classes of members, Owner Members, Associate Members, Dealer Members, Life Members, Honorary Members, and Complimentary Members.

PROPOSAL:

Replace the word “six” with “seven” and insert the words “Alumni” between Owner Members, and Associate Members.

 

TO READ:

2.01. The Corporation will have seven classes of members, Owner Members, Alumni Members, Associate Members, Dealer Members, Life Members, Honorary Members, and Complimentary Members.

JUSTIFICATION:

If PROPOSAL 3 passes Section 2.01 needs to be modified to add the new class of membership.

 

PROPOSAL 6 ARTICLE II: MEMBERS Section 2.01.5.2:  [pertains to Life Membership]

 

PROPOSAL: Passed

Modify Section 2.01.5.2 of Life Membership

 

CURRENTLY READS:

2.01.5.2   NOMINATIONS PROCESS:  Owner members may nominate a Club Member whose time and efforts have made significant and impactful contributions to the Club.  The nomination should be presented in writing (including reasons for said nomination) to the Board of Directors at least 90 Days prior to the Club's Annual Business Meeting and Rally. A limit of one (1) Life Membership may be given per year.

PROPOSAL:

Insert the word “and Life” between “Owner” and “members”.

 

TO READ:

2.01.5.2   NOMINATIONS PROCESS:  Owner and Life members may nominate a Club Member whose time and efforts have made significant and impactful contributions to the Club.  The nomination should be presented in writing (including reasons for said nomination) to the Board of Directors at least 90 Days prior to the Club's Annual Business Meeting and Rally. A limit of one (1) Life Membership may be given per year.

JUSTIFICATION:

Life Members should be able to nominate other Club Members for a Life Membership.

 

 

PROPOSAL 7: ARTICLE II: MEMBERS Section 2,01.6.1:  [pertains to Honorary Membership]

 

PROPOSAL: Passed

Insert Section 2.01.6.1: NOMINATION PROCESS of Honorary Membership

 

TO READ:

2.01.6.1   NOMINATIONS PROCESS:  Owner and Life members may nominate a Club Member whose time and efforts have made significant and impactful contributions to the Club.  The nomination should be presented in writing (including reasons for said nomination) to the Board of Directors

 

JUSTIFICATION:

Defines the Nomination process.

 

 

             

PROPOSAL 8 ARTICLE IV: DIRECTORS Section 4.03.1:  [pertains to Terms of Office]

 

PROPOSAL:  Passed

 

Insert New Section 4.03.1 Terms of Office

 

TO READ:

4.03.1 Terms are based on the Calendar Year (January1 through December 31). The time between the election of new Directors and the End of Year is a transition period where both the Outgoing and Incoming Directors will work together.

 

JUSTIFICATION:

This proposal clarifies when a Director’s Term starts and ends.

November 13, 2018: Editorial changes

  • Removed “12 and 3.13. Deleted. (See History of Amendments, below)”
  • Renumbered Sections 3.14, 3.15 and 3.16 to 3.12, 3.13 and 3.14, respectfully
  • Added Section Number 4.10.1 to second paragraph of Section 4.10
    • To be consistent with bylaws format
  • Added Section N
  • umber 6.02.1 to last paragraph of Section 6.02
    • To be consistent with bylaws format
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