BY-LAWS-JANUARY 1991

Article I - Name

The name of the club shall be the River City Beemers.

Article II - Object

The purpose for which this club has been formed is to promote BMW motorcycle riding and fellowship with other riders.

Article III - Board of Officers

The powers of the club shall be vested in the Board of Officers consisting of::

a. Three officers (President, Vice President & Secretary-Treasurer)

b. A director at large to represent each 20 members, a minimum number shall be two.

c. Four appointed positions (newsletter editor, tour captain, membership chairman, entertainment/events chairman).

d. One past president

Article IV - Election

Elections will be held during the regularly scheduled meeting in the month of October with the duly elected officials taking office effective January 1.

Nominations of elected officials shall be by a committee selected by the current President from the Board of Officers and, in addition, nominations shall be called from the floor.

The tenure of office for elected officers (President, Vice President and Secretary/Treasurer) will be for a period of one year. The tenure for office of directors shall be for a period of two years. The outgoing President automatically fills the past President position.

Article V - Duties

Board of Officers

Conduct, manage and control the affairs and business of the club in conformity with these by-laws to benefit the majority of the members.

Control expenditures of funds. The Board shall approve all expenditures of funds at their monthly meetings. Any expenditure of funds in excess of one hundred dollars ($100.00) must be approved by the Board before such expenditure may be made.

President

Exercise general supervision over the business and affairs of the club. Preside at all meetings of the club and board of officers. Call all meetings as required. Make appointments including committees as required. Co-sign as President all checks issued by the Treasurer for the club.

Report business of the club to the membership at the regular quarterly meetings. This report to include an audit of the books and all records of the club. The audit shall be conducted by a committee of from three to five members appointed by the President and shall be conducted the first week of January, April, July and October.

Vice President

In case of the absence or disability of the President, the Vice President shall take his place and perform his duties.

In case of the President and Vice President both being absent at a meeting, a member of the Board of Officers will be selected to act at such meetings.

Provide the planning and initiation of the club rides.

Provide a maximum of publicity for the club.

Secretary/treasurer

To keep a full and complete record of the meetings of the club. If the Secretary/Treasurer is not present at a meeting, the presiding officer will appoint a secretary pro-tem to perform the duties at such meeting.

To prepare and mail such notices as required by these by-laws and which the Board deems necessary for the edification of the club members. To maintain the official correspondence of the club.

To maintain a listing of the names and addresses of all club members.

To receive and safely keep all money of the club and deposit same in the name of the club in such bank as the Board of Officers may designate.

Countersign all checks issued by him with the President's or Vice President's signature and assure that all expenditures are made by check only.

To keep a full and accurate account of the receipts and disbursements of the club and to render the President and Board, whenever they require, a statement of accounts of the financial condition of the club. Maintain a voucher for all indebtedness which are paid or will be paid until audited by the auditing committee.

Article VI - Removal of Elected Official

Any officer or director of the club may be recalled by the membership at a special meeting called by written request of ten members in good standing, or the President, or the Secretary/Treasurer for the purpose following the giving of five (5) days notice by mail to all members. This notice to be given by the Secretary/Treasurer or the President.

No officer or director shall be removed from office unless for a good cause as shown by affirmative vote of not less than three fourths of the members present at the special meeting.

Article VII - Committee

The chairman of the following committees and any other desired shall be appointed by the President and shall serve for his tenure of office:

Membership

Provide applications for membership and devise ways and means to keep the membership at a desired level.

Entertainment and Events

Provide and arrange for such entertainment and events as desired by the membership.

By-laws

Assure that the by-laws are up to date as approved by the membership. Assure that each member has access to a copy of the by-laws.

Newsletter Editor

Write, edit, print and mail a monthly newsletter. Said newsletter shall be mailed no later than the 25th of each month. All contributions from the membership will be considered. Final editorial decisions will be that of the newsletter editor.

Article VIII - Membership

The membership of this club shall be of one open class. Any person who is dedicated to the purposes of this club and owns or rides a motorcycle and who completes a membership application shall be eligible for membership, upon payment of such dues and fees as the Board may fix from time to time.

The living partner of a member shall be considered as a full and equal member of the River City Beemers so long as the other partner is a member in good standing under the provisions of these by-laws. Additional family or household members shall not be full and equal members of the River City Beemers unless they pay such dues, fees and assessments as are required by full membership.

A membership shall terminate on occurrence of any of the following:

a. Resignation of a member, on reasonable notice to River City Beemers.

b. Failure of a member to pay dues, fees or assessments as set by the Board within sixty (60) days after they become due and payable.

c. Death of a member, except that a living partner who has been a party to a membership shall retain membership unless he or she terminates membership in accordance with the by-laws.

Members shall have the right to vote on the elections of officers and directors, or any merger and its principal terms and any amendment to those terms, or any other subject presented to them for a vote at any membership meeting.

Each member must pay, within the time and on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board. Such dues, fees and assessments shall be equal for all members, except 1) for living partners who pay as one member, and 2) except that new members may be assessed fees to support cost as determined by the Board for new membership processing and articles.

The dues shall be a set amount per year, payable by January thirty first. The amount shall be set by a majority vote of the membership. An additional new-member fee is at the discretion of the Board. New joining members will be pro-rated on a quarterly basis to the highest number.

The Board of Officers can disapprove an applicant for membership by a majority vote. The Board of Officers shall have the power by majority vote to suspend for such period and upon such terms as it may propose, or to expel and forfeit the membership of any member for conduct which, in its opinion, is likely to be prejudicial to the welfare, interest, reputation or character of the club.

Honorary and complimentary membership shall be considered as part of the membership and at the discretion of the Board.

Article IX - Meetings

There shall be a regular monthly meeting on a second weekend day as determined by the Board.

A quorum for the conduct of club business will consist of members present at the regular meetings.

Annual club officer elections will be held during the October regular meeting. New officers will take office on January 1st.

Special meetings of the club may be called by the President. The President must call a special meeting of the club upon written request of three (3) or more members of the Board of Officers.

The order of business for regular meetings shall be as follows:

1. Presiding officer will call meeting to order

2. Minutes read

3. Reports by the officers

4. Old business

5. New business

6. Election (only during October meeting)

7. Adjourn

Article X - Board of Officers Meetings

The meetings of the Board of Officers shall be at such time and place as the President shall determine.

Meetings shall be held monthly. A majority of the Board of Officers shall be necessary and sufficient to constitute a quorum to form the Board for the transaction of business.

Article XI - Proxies

Proxy votes shall not be allowed.

Article XII - Amendments of by-laws

These by-laws may be altered, amended and or repealed, or new by-laws may be adopted at the regular January meeting, or any meeting called for that purpose, by an affirmative vote of two thirds of the regular members of the club.

On all question as to the construction of these by-laws, the decision of the Board of Officers shall be final and conclusive.

Items of interest which are not covered by these by-laws, and it is the opinion of the Board of Officers that action must be taken to perform in the best interest of the club, the Board is empowered to act on these items and report to the membership their action.