Bylaws
BY-LAWS 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 362 Irwin Street, San Rafael, California 94901.
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 four classes of members, Owner Members, Associate Members, Dealer 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 and has a single vote in all corporate matters.
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 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.
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.
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 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. .
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 Book
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.
BOCI Business in the Forum
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 (http://www.bigfootowners.com/) entitled “BOCI BUSINESS” as a means of communication between members and the BOCI Officers, and among members.
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. (a) 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.
ARTICLE III
MEETINGS OF MEMBERS
Place
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.
Regular Meetings
3.02. Regular meetings will not be held.
Annual Meetings
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.
Special Meetings
3.04. 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.
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.
Waivers, Consents, and Approvals
3.07. 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.
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 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
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 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 Chairman of the Board, 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 (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.
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 General 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
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.
CERTIFICATE OF SECRETARY
I hereby certify that I am the duly elected and acting Secretary of this corporation and that the foregoing Bylaws, comprising 9 pages, constitute the Bylaws of this corporation as revised at a annual general meeting of the Bigfoot Owners Club International membership held in Colorado Springs, Colorado on September 16, 2009.
________________________________
Dolores Westfall, Secretary
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 http://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 (http://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 http://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"
Ø Removed reference to the now defunct Bigfoot Industries Limited.
Ø Clarified membership categories
Ø Clarified voting rights.
Ø 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 (http://www.bigfootowners.com/) entitled “BOCI BUSINESS” as a means of communication between members and the BOCI Officers, and among members.
Ø 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.
Ø 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.
Ø 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.
Ø Removed reference to proxy voting eliminated 18 September 2008
Ø 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.
Ø 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. :
Ø Removed outdated references.
Regular Meetings
4.09. Regular meetings will not be held. :
Ø 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………………….
Ø Added a bullet 4) requiring financial and activity reporting at the Annual General Meeting.
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