Bylaws & Articles

As amended on September 17, 2015

BYLAWS OF BIGFOOT OWNERS CLUB INTERNATIONAL

A California Nonprofit Mutual Benefit Corporation

ARTICLE I

OFFICES

Principal Office

1.01. 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 six classes of members, Owner 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 - 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.

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 and may not serve as a member of the Board of Directors or serve as an Officer of the Club.

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 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.

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

2.01.5     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.
  • 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.
  • 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. A limit of one (1) Life Membership may be given per year.

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

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.

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

3.12 and 3.13. Deleted. (See History of Amendments, below)

Conduct of Meetings–Chairman

3.14 – 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

3.15. 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

3.16. 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.

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.

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.

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

I hereby certify that I am the duly elected and acting Secretary 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 Osoyoos, BC on September 17, 2015.

Sue Stinson, Secretary/Mike Henley, Bylaws Chairperson

September 17, 2015

 

 

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