Bi-Laws

KMRO - Motorcycle Riders Organization of Kentucky Inc.

Fostering brotherhood among all motorcyclists and promoting a better image of riders through charity and goodwill within the community.

ARTICLE ONE

ORGANIZATION

The name of this organization shall be: KMRO - Motorcycle Riders Organization Of Kentucky Inc.

The organization may, at its pleasure by a vote of the membership body per Article Nine of these by-laws, change its name.

These being accepted in good order and revised this 25^th day of March, 2007 by those Executive Board members who affixed their signatures below:

Office	Signature
Region One Director	Jimmie Sims
Region One Secretary	Roxanne Roush
Region Two Director	Bill Darius
Region Two Vice Director	Dave Smith
Region Three Director	Ken Ford
Region Four Director	Greg Dougan

ARTICLE TWO

PURPOSE

· To promote positive relationships between motorcyclists and the business community.

· To act as liaison between motorcyclist and government authorities, police departments, government agencies, insurance companies and other organizations.

· To purchase, lease or otherwise acquire by bequest, devise, gift or other means and to hold, own, manage or develop and to mortgage, hypothecate, deed in trust, sell, convey, exchange, option, subdivide or otherwise dispose of real and personal property of every class and description of property or business, and any estate or interest therein, as may be necessary or convenient for the proper conduct of the affairs of the corporation, without limitation as to amount or value, in any of the states, districts, or territories of the United States, and any and all foreign countries, subject to the laws of any such states, districts, territories or countries.

· To hire and employ agents, servants, and employees, and to enter into agreements of employment and collective bargaining agreements and to act as agent, contractor, trustee, factor, or otherwise, either alone or in company with others.

· To promote or aid in any manner, financially or otherwise, any person, firm, association, agency of government or corporation, and to guaranty contracts and other obligations.

· To let concessions to others to do any of the things that the corporation is empowered to do and to enter into, make, perform, and carry out contracts and arrangements of every kind and character with any person, firm, association or corporation, or any government or authority or subdivision thereof.

· To carry on any business whatsoever that this corporation may deem proper or convenient in connection with any of the forgoing purposes or otherwise, or that it may deem calculated, directly or indirectly, to improve the interest of this corporation, to have and to exercise all powers conferred by the laws of Kentucky on non-profit corporations formed under these laws pursuant to which and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended, and to do any and all things here in above set forth to the same extent and as fully as natural persons might or could do, either alone or in connection with other persons, firms associations, or corporations and in any part of the world.

ARTICLE THREE

MEMBERSHIP

Membership in this organization shall be open to all who are interested in motorcycling and/or related community services and activities and upon payment of dues as stipulated in article twelve.

No one under the age of eighteen (18) years can be a vested member of this corporation.

Associate memberships are available to the children and grand children of current members however associate members do not have voting privileges.

Life Membership in this organization shall be available upon payment of dues as stipulated in article twelve. Purchase of a Life Membership shall entitle the member to:

4) Provide (1) cloth emblem bearing the words “LIFE MEMBER” to be worn by him beneath the official cloth emblem of this organization...

5) All voting rights and privileges of membership in the Kentucky Motorcycle Riders Organization / K. M. R. O. herein enumerated.

Business Membership in this organization shall be available upon payment of dues as stipulated in article twelve. Purchase of a Business Membership shall entitle the member to:

Life Memberships in this organization shall not be conferred as an honorarium to any person without payment of the appropriate membership fee.

Any membership in the KMRO – Motorcycle Riders Organization of Kentucky, Inc. may be revoked by the Board of Directors for cause. Such cause shall be defined as activities they consider damaging to the good order of the organization or threats upon the safety of another person or persons by the actions of a member. The Region Director within whose jurisdiction such an incident occurs is empowered to revoke the membership privileges of the offender immediately if, in his judgment, the stated justification for expulsion has been met. The expelled member may request reinstatement of his membership privileges by personal or written appeal to the Board of Directors at their next scheduled meeting, or at a special hearing which may be called by the State Director, or Director of Business under extraordinary circumstances, at his discretion.

Any member that is involved in any form of theft against the KMRO or fails to report knowledge of any form of theft against the KMRO will be permanently expelled from the organization. The matter will be further discussed at the regular Board Meeting to determine further recourse.

Any member who voluntarily destroys his membership card or turns it in to any officer of this organization with the stated intention of forever disassociating himself from the organization shall be removed from the membership rolls. If the former member ever reconsiders his action, he must appeal the Board of Directors for reinstatement as described above.

All funds in the organization belong to the organization under one tax identification number. All funds in the state treasury belong to the organization but the care custody and control is the responsibility of the state office. All funds in the Regions / Sub Regions belong to the organization but the care custody and control is the responsibility of the Region / Sub Region offices.

The State Office of the organization, Region Offices, and Sub Region offices should be financially self sufficient. However, in case of financial emergency within the State Office, any Region Office, or Sub Region Office, the Director of Business Affairs may declare such an emergency. In such an emergency the Director of Business Affairs will submit a proposed budget to the Board of Directors. The proposed budget must assure that each office of the organization will share an equal burden to alleviate the financial emergency. This budget proposal must be approved by majority vote of the Board of Directors.

Ten Percent (10%) of the net profit from any event will go to the state office to provide funding for the organization.

ARTICLE FIVE

STATE OFFICERS

The state officers shall be elected by the membership statewide every two years. The purpose of the state officers is to direct and coordinate the activities of the entire state on state issues. They may succeed themselves in office. No two state officers shall be immediate relatives or married to one another. A State Officer can not hold any other position within the organization.

· In the event of the absence or inability of the Director of Treasury to exercise his office, become Acting Director of Treasury of the organization with all the rights, privileges and powers as if he had been the duly elected official, until a special election can be held.

In the event of the absence or inability of the State Director to exercise his office, become Acting State Director of the organization with all the rights, privileges and powers as if he had been the duly elected official.

· Submit an annual calendar listing the dates of the Board of Directors meetings at the January meeting.

· Present at each board meeting of the organization a report of the work of the organization.

· See that all books, reports and certificates as required by law are properly kept or filed.

· Be allowed to expend a sum not to exceed $500.00 (FIVE HUNDRED DOLLARS) without the prior approval of the Board of Directors, provided such expense is disclosed at the next regular meeting.

· In the event of the absence or inability of the Director of Business Affairs to exercise his office, become Acting Director of Business Affairs of the organization with all the rights, privileges and powers as if he had been the duly elected official, until a special election can be held.

· Be informed, by physical contact with duly elected officials of the state, local and federal levels, of any and all pertinent information that would affect any and all members of the organization.

· He shall keep the state and regional officers informed of legislative developments, including how specific legislators voted on issues affecting motorcyclists.

· In the event of the absence or inability of the Director of Legislative Affairs to exercise his office, become Acting Director of Legislative Affairs of the organization with all the rights, privileges and powers as if he had been the duly elected official until a special election can be held.

· Make additional life member cloth emblems available for sale to life members at a reasonable cost.

· Have care and custody of all moneys belonging to the State Office of this organization and shall be solely responsible for such moneys or securities of the organization. He shall cause to be deposited in a regular business bank or trust company funds of the organization. All bank accounts must require a minimum of two signatures to sign checks or make withdrawals.

· Be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign checks issued upon it.

· Render at each Board of Directors meeting a written account of the finances of the organization and such report shall be physically reported to Director of Business Affairs.

· Shall be available and able to assist members with veteran’s claims, documentation procurement, completion and follow –up.

· Shall keep the state and regional officers informed of pending legislation that may affect Veteran’s benefits and provide information to the membership concerning such legislation.

· Be able to work with existing Veterans organizations for the purpose of sharing information to help veterans from all areas.

· Give and serve all notices to members of the organization including but not limited to notice of the Board of Directors’ meetings as prescribed in Article Nine of these by-laws.

· Present to the membership any correspondence addressed to him as Secretary of the organization.

· Attend to all correspondence of the organization and shall exercise all duties incident to the office of the Secretary of the organization.

· Send out the financial report along with the agenda before each Board of Directors meeting.

· Act as liaison between the KMRO and local police and other agencies to insure harmony between the organization and these agencies.

· Exercise all rights and powers incident to the office of State Sergeant-at-Arms.

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer from receiving any compensation from the organization for duties other than as an officer. Any such compensation received due to the members affiliation with the organization must be reported at the next scheduled Board of Directors meeting.

A special election to fill any vacant office must be held within two, not to exceed three regularly scheduled Board of Directors meetings by the Board of Directors.

In all instances the word “He,” “Him” or “His” as used in this document shall mean either he or she, him or her, his or hers, without regard to the gender of the subject.

ARTICLE SIX

Region and Sub-Region Officers

The Region/Sub-Region officers shall be comprised of any member in good standing from that Region/Sub- Region who has run for and been elected to the office by the membership of that Region/Sub-Region. Their terms may run concurrently, but they must be elected annually. All Region / Sub-Region officers must reside within the Commonwealth of Kentucky.

· Present at each district meeting a report of the work of that Region/Sub-Region.

· See that all books, reports and paperwork that are pertinent to his Region/Sub-Region are maintained and kept.

· Be one of the officers who may sign checks or drafts of his Region/Sub-Region.

· Have such powers as may be reasonably construed as belonging to the chief executive of his Region/Sub-Region.

· Be allowed to expend a sum not to exceed $500.00 (FIVE HUNDRED DOLLARS) without prior approval, provided such expense is disclosed at the next regular meeting.

· In the event of the absence or inability of the Director to exercise his office become Acting Director of the Region/Sub-Region with rights, privileges and powers as if he had been duly elected, until a special election can be held.

· Act as information coordinator to that Region/Sub-Region and disseminate all pertinent information to that Region/Sub Region at its regular district meetings.

· In the event of the absence or inability of the Treasurer to exercise his office the Region/Sub-Region Director shall assume the responsibilities of the Treasurer and may appoint an interim Treasurer until a special election can be held.

· Be one of the officers who shall sign checks or drafts of the Region/Sub-Region. All bank accounts must require a minimum of two signatures to sign checks or make withdrawals

· Insure that the annual membership fee and other appropriate moneys are forwarded to the state office by the first of each month with an explanation of such moneys.

· Have care and custody of all moneys belonging to the Region/Sub-Region and be solely responsible for such moneys or securities of the Region/Sub-Region. He shall cause to be deposited in a regular business bank or trust company funds of the Region/Sub-Region.

· At monthly meetings give a verbal accounting of the finances to the membership and have a written accounting available upon request. A copy of the written report shall be affixed to the minutes of the monthly meetings and filed.

· Submit a written report of all transactions of the Region/Sub-Region to include a monthly bank statement, to the Director of Treasury prescribed by the Director of Treasury and laid in the policy and procedures manual.

· In the event of the absence or inability of the Vice Director to exercise his office, become Acting Vice Director of the Region/Sub-Region with rights, privileges and powers as if he had been duly elected, until a special election can be held.

· Be his duty to give and serve all notices to members in his Region/Sub-Region.

· Present to the membership at any meetings, communication(s) addressed to him as Secretary of the Region/Sub-Region.

· Attend to all correspondence of the Region/Sub-Region and shall exercise all duties incident to the office of the Secretary of the Region/Sub-Region.

· In the event of the absence or inability of the Secretary to exercise his office become Acting Secretary of the Region/Sub-Region with rights, privileges and powers as if he had been duly elected, until a special election can be held.

· Insure order and security at all Region/Sub-Region functions and meetings of the membership.

· Act as liaison between his Region/Sub-Region and local police and other agencies to insure harmony between his membership and these agencies.

· Exercise all rights and powers incident to the office of Region/Sub-Region Sergeant-at-Arms.

ARTICLE SEVEN

BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of the Region and Sub-Region Directors, Region and Sub-Region Vice-Directors, the State Director and State Officers. In the absence of a Region or Sub-Region Director or Region or Sub-Region Vice Director, another elected officer from the respective Region or Sub -Region may represent that Region or Sub-Region. .

All members of this board shall be residents of the State of Kentucky and citizens of the United States.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its Chairman after due notice to all board members of such meeting.

Should a member of the Board of Directors fail to attend three (3) consecutive meetings, or send a proper representative, his seat shall be considered to have lost the rating of “in good standing.” To reinstate this rating, said member must attend two (2) consecutive meetings. Loss of the rating “in good standing” shall not be construed, to cause forfeiture of that member’s ability to vote on matters before the board.

One-third of the members of the Board of Directors, in good standing, shall constitute a quorum.

Each member of the Board of Directors, except the State Director and State Officers, shall have one vote, and such voting may not be done by proxy or by absentee ballot.

The State Director will vote on issues brought up at Board of Directors’ meetings only in the case of breaking tie votes by the other voting members present at such meetings.

The State Director may veto any and all proposals voted on by the Board of Directors. This veto will automatically put the vetoed issue on the next meeting’s agenda, at which time the results of a re-vote will stand.

Discussion at Board of Directors’ meetings will include all voting members, State officers and anyone the State Director recognizes to be heard. Anyone but those officers above has no right to be heard at these meetings.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Temporary vacancies in the said Board of Directors shall be filled by a member of such Region with a vote of the majority of the remaining members of the Board of Directors, in good standing.

A member of the Board of Directors may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any member. A member may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may, in its discretion, consider necessary for the best interest of organization for this hearing.

ARTICLE EIGHT

MEETINGS

Regular meetings of the Board of Directors shall be held bimonthly through the year starting in January after the State Officer Elections. These meetings shall be open to all members.

Special meetings of the Board of Directors may be called by the State Director when he deems it to be in the best interest of the organization.

Notices of all Board of Directors’ meetings shall be mailed to all members of the Board of Directors at their addresses as they appear on the membership roster at least two (2) weeks before the scheduled date set for such meetings. Such notice shall be sent by the State Secretary stating the time, place, meeting agenda and amendments to the bylaws to be voted upon. Also a copy of the previous meeting minutes shall be included.

At the request of one-third of the members of the Board of Directors or one-twentieth of the members of the organization, the State Director, or Director of Business Affairs shall cause a special meeting to be called. Such a request for a special meeting must be made in writing at least three (3) weeks before the requested scheduled date. Failure to call such meeting will result in both the State Director and the Director of Business Affairs forfeiting their office.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all at such meeting.

Monthly meetings in each Region will be held by that Region on such dates as decided by that Region/Sub Region.

ARTICLE NINE

VOTING

At no time will a “closed” meeting be held for the purpose of holding elections at any level of the organization. Upon the discovery of such an act, the results of that election will be voided and the parties responsible will automatically forfeit all rights as members of the organization.

At all meetings, except for the election of officers, all votes shall be by voice vote unless a show of hands is deemed necessary by the director or due to being unable to discern the voice vote outcome.

At any regular meeting, if a majority so requires, any question may be voted upon by ballot.

At all votes by ballot, the Chairman of such meeting shall immediately, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and shall at the conclusion of such balloting certify in writing to the chairman the results, and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspectors of election shall be a candidate for office or shall be personally interested in the question voted upon.

Region/Sub-Region officers shall be elected by secret ballot at the regular November meeting. The nominations for these offices will be taken in person or by written application at the previous monthly meeting. The elected officers will take office as of January first of the New Year.

Any member in good standing wishing to run for a State office must submit in writing a letter of intent for the office which he would like to run for. This letter of intent shall be postmarked or received to the Board of Directors by and no later than September 1 of the election year.

All State Officers will be elected by vote of the General Membership. All members of the Board of Directors shall receive an official copy of the state ballot no later than October 31^st of the voting year. These ballots shall be presented to the general membership at the November monthly Region/Sub-Region meeting. The election results will be tallied, and verified by the “Inspectors of Election”, certified and sealed in an envelope. The results of this vote will represent two votes for that Region/Sub-region. The Board of Directors at its regular November meeting shall present the sealed envelopes containing the “actual” number of votes for each candidate for the positions for state office during the roll call vote. It is the responsibility of the Board member to deliver their respective Region /Sub-Regions votes to the November Board of Directors Meeting. The Directors from each Region / Sub Region must cast their vote for the candidate for each position that has received the majority of votes from their respected membership. If the Board member is unable to attend this meeting they must appoint another officer from their Region / Sub-Region to deliver the votes in their place. If a Region / Sub-Region fails to deliver their memberships votes to the November Board of Directors meeting the Region / Sub-Regions vote will be recorded as “No Vote. The results of this election shall be published in the next immediate issue of the state newsletter.

ARTICLE TEN

ORDER OF BUSINESS

ARTICLE ELEVEN

SALARIES

The Board of Directors shall hire and affix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

ARTICLE TWELVE

DUES

The annual dues of the organization shall be $20.00 (TWENTY DOLLARS) for a single membership, $30.00 (THIRTY DOLLARS) for a couple membership, $150.00 (ONE HUNDRED FIFTY DOLLARS) for a life time membership, and $100.00 (ONE HUNDRED DOLLARS) for a business membership. To qualify as a couple both must reside at the same address. An Associate membership is available for the children and grandchildren under the age of 18 of any member for a cost of $10.00 (TEN DOLLARS)

$10.00 (TEN DOLLARS) single, $15 (FIFTEEN DOLLARS) couple, $5.00 (FIVE DOLLARS) associate and $50 (FIFTY DOLLARS) business, from each membership will go to the State Office by the first of each month.

$10.00 (TEN DOLLARS) single, $15 (FIFTEEN DOLLARS) couple, $5.00 (FIVE DOLLARS) associate and $50 (FIFTY DOLLARS) business, will remain in the Region/Sub- Region in which the member resides. Only if the member is signed-up at a MAJOR REGIONAL EVENT (this being defined as taking a very large outlay of moneys to put on) will the sign-up Region keep the dues share normally sent to the member’s Region/Sub-Region of residence.

The obligation for payment of annual dues shall be waived in the cases of Life Members enrolled under the provisions of Article Three of these by-laws. At the time of enrollment, $75.00 (SEVENTY-FIVE DOLLARS) of the $150.00 (ONE HUNDRED-FIFTY DOLLAR) Life Membership fee shall be apportioned to the state operating treasury, and $75.00 (SEVENTY-FIVE DOLLARS ) shall be retained for the operating bank account of the Region/Sub-Region in which the members belongs.

Any first time member will have the option to apply the cost of that membership towards the purchase of a lifetime membership at any point within the 12 months that the membership covers. This starts on the date of purchase and ends on the date of expiration. In the case of a couple’s membership, $15.00 (FIFTEEN DOLLARS) for each member can be applied to the purchase of a lifetime membership.

Region and Sub-Region affiliation dues shall be $1.00 (ONE DOLLAR) paid annually to the state office by January 1^st.

ARTICLE THIRTEEN

Region and Sub-Region affiliation:

A Region/Sub-Region will be recognized by the organization upon payment of its affiliation fee of $1.00 (ONE DOLLAR) and provided for by amendment to these articles of incorporation.

A Region//Sub-Region can be started if there are enough people to fill all officer positions as prescribed by the bylaws. Each Region and Sub-Region shall agree to abide by the current by-laws of this organization.

Each Region and Sub-Region must be approved and voted in by the Board of Directors. A Sub-Region must be recognized by its Region for a minimum of three months probationary period for the purpose of viability, before being considered for voting privileges by the board.

Sub-Regions wishing to become a Region must first apply to the Board of Directors. The board shall then apportion an area of the State relative to the Sub-Region. The Sub-Region must then show that it has enough members to support a Region in the area.

ARTICLE FOURTEEN

AFFILIATION and ENDORSEMENTS

The Kentucky Motorcycle Riders Organization is not affiliated with any other association, organization, club or business without a vote of the Board of Directors to amend this section of the bylaws as prescribed in these bylaws.

The Kentucky Motorcycle Riders Organization shall not endorse any person, business or service at the state, Region or Sub Region level, or allow any of the aforementioned the use of the name of the organization. The only exception being by a two-thirds majority vote of the Board members in good standing.

ARTICLE FIFTEEN

AMENDMENTS

These by-laws may be altered, amended, repealed or added-to by an affirmative vote of not less than two-thirds of the members of the Board of Directors, in good standing, providing one week notice of the meeting for the purpose of changing by-laws has been made.