The registered office of the corporation shall be in Montvale, New Jersey. The corporation may also have offices at such other places as the Board of Trustees may from time to time appoint or the activities of the corporation may require.
The corporate seal shall have inscribed thereon the name of the corporation, the year of it’s organization and the words “Corporate Seal, New Jersey”.
This organization will be known as the Steel Thunder Motorcycle Club and will be incorporated as The Steel Thunder M.C., Inc. This incorporation will herein be referred to as the M.C.
The purposes of the M.C. are to bring together a group of people who enjoy similar philosophies and riding styles with a focus on community spirit. The M.C. will focus on giving to those in need through charity events and community service activities while promoting a positive self image. The M.C. will promote fellowship among motorcycle riders and improve relations between the general public and motorcycle riders through discussion and social events. This M.C. will not discriminate against any race, religion or ethnicity. In addition, the club will welcome all riders, regardless of their choice of manufacturer. The M.C. will promote motorcycle safety and education through motorcycle rider safety courses, seminars, and rallies; and through newsletters and discussion among members. This M.C. will provide educational information on mechanical improvements, safety gear, riding techniques, motorcycle history, restoration of vintage motorcycles, and motorcycle maintenance and repair with the M.C. members.
This M.C. is the derivation and vision of the two (2) Founding Fathers. The officers of the M.C. shall be President, Vice President, Secretary and Treasurer. A Chapter Head and Board Member will be added should the M.C. grow and develop separate chapters. Appointed Positions and committees will be outlined below.
1. FOUNDING FATHERS
The Founding Fathers will always retain a vote in an Officer election regardless if a position is held.
Officers must be a member in good standing. Officers will be elected by Full Members in good standing. The term of each officer shall be one (1) year and shall begin on January 1 and end on December 31. Officers will receive one vote in an officer or Board election. Any officer, board member, or committee member may resign by written notice thereof to the Secretary, or, in the case of the resignation of the Secretary, by written notice to the President. Vacancies shall be filled by a Presidential appointment for the remainder of the term. In the case of a vacancy in the office of the President, the Vice President shall assume the office of the President for the remainder of the term.
A. Presidential Duties
1. To preside at all meetings of the M.C.
2. To have general supervision of the affairs of the M.C.
3. Shall see that all orders and resolutions of the Board are carried into effect.
4. To appoint any person or committee members not otherwise ordered by the M.C.
5. To personally represent the M.C. on proper occasions and with business contacts.
6. To assist all other officers of the Corporation in their records, correspondence, and other duties
7. To promote interest on the part of each member in the Corporation and its activities.
8. To execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation.
9. To be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of president.
B. Vice Presidential Duties
1. To perform the duties of the President in his absence and to assist the President in all of his duties.
2. To perform such other duties as he may be required to do from time to time.
C. Secretarial Duties
1. To record (or to arrange to be recorded) and maintain records of all meetings in a book or books kept for that purpose. Such book or books shall also contain records of all meetings of Incorporators and the original or attested copy of the Articles of Organization and by-laws of the M.C. and the names of all officers and Board members and the address of each.
2. To handle all correspondence for the M.C.
3. To perform all functions related to the election of M.C. officers as described in these by-laws
4. To file with the Internal Revenue Service on a yearly basis.
5. To send out notices of regular or special meetings.
6. To record all votes in a corporate election.
7. To keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
D. Treasurer Duties
1. The Treasurer shall be the chief financial officer of the M.C. and shall be subject to the direction of the Board.
2. To establish and/or maintain a bank account in the name of the M.C.
3. To maintain the financial records of the M.C.
4. To collect all dues and other monies owed to the M.C.
5. To maintain these funds in said bank account.
6. To maintain all membership files and records.
7. To keep the President and the editor of the newsletter apprised of all changes in the membership.
8. To provide information to the newsletter committee regarding inclusion of a membership renewal form in the newsletter
9. To examine and (if found correct) approve all bills against the M.C.
10. To make payments from M.C. funds when so ordered by the President and Secretary
11. To present a financial report at each Board meeting.
12. To present a written financial report at the M.C. Annual Meeting
13. To assist the Secretary of the M.C. in completing the forms to be sent annually to The State of New Jersey and to the Internal Revenue Service.
E. Sergeant at Arms Duties
1. To keep order at all meetings.
2. To collect unpaid dues.
3. To collect Rockers and Colors from any member who has left the club.
F. Director of Operations
1. To manage the charity ride.
2. To monitor club property such as CB’s.
3. To assist in the organization of all club sponsored events.
3. THE BOARD
The Board shall consist of ten (10) members, six (6) of which shall be the six (6) officers. The other four (4) members of the Board shall be members of the M.C. and shall be appointed by the President and approved by two (2) other officers. The appointed Board members shall serve a two (2) year term beginning on January 1 and ending on December 31, and shall not be eligible to serve as officers while serving on the Board. In order to ensure continuity of leadership, two (2) shall serve a two (2) year term and two (2) shall serve an alternating two (2) year term beginning the following year. A Board member may be relieved of their duties if an Officer believes the Board member is not acting in the best interest of the M.C. An Officer vote will determine the Board member’s future status. The Board is the governing body of the M.C. and shall have the customary duties of a Board of Directors. If a Board vote should ever end in a tie, it will be the President’s vote that will act as the tiebreaker.
A. BOARD DUTIES
1. Manage and maintain the general affairs and finances of the M.C.
2. Make final decisions regarding the acceptance of new M.C. members.
3. Make the final decisions regarding the expulsion of a current M.C. member.
4. Assist all M.C. functions including charity events, socials and meetings.
There shall be six (6) appointed positions. These positions are appointed by the President and shall serve a one (1) year term, beginning January 1 and ending December 31. The standing appointments shall be subject to the general control and direction of the Current Officers and Founding Fathers. An Appointed M.C. member may be relieved of their duties if an Officer believes the appointed member is not acting in the best interest of the M.C. A Board vote will determine the appointed member’s future status.
A. Newsletter Duties
The Publisher of the Newsletter shall be responsible for all aspects of producing a monthly newsletter, including soliciting material, printing, and distribution. They shall include in each month's issue the date, time, and location of that month's general meeting and any other information deemed necessary by an officer, including officer election information and ballots, membership renewal forms, and news of activities sponsored by or involving the M.C. The Club member in charge of the newsletter shall endeavor to ensure that each Full Member, Associate Member and Probationary Member receives a copy of the newsletter during the first week of each month. The President of the M.C. will act as the editor of the newsletter.
B. Road Captains Duties
Lead smaller groups on large group rides. There will be one Road Capt. for every four (4) riders on a trip.
Keep formation in parade routes.
Enforce group riding rules for all rides.
Assist with planning all tours, runs, and related activities sponsored by the M.C.
They shall help to arouse interest in and lead said activities and shall enforce group riding rules during said tours and runs.
They shall assist at parties and other functions sponsored by the M.C. and shall select assistants to aid in special tasks as they deem necessary.
C. AMA Representative Duties
The AMA Representative will correspond with the American Motorcyclist Association and share updates with the M.C.
D. Webmaster Duties
The Webmaster will update the website as needed. Information placed on the website must be relevant to the M.C. unless otherwise approved by the Founding Fathers and Current Officers.
E. Public Relations Director Duties
The Public Relations Director will announce all Charity Events to the Newspapers, local Bike Dealers and applicable internet sites. The P.R. Director will also promote the M.C., through newspaper or other possible means, by sharing positive the positive impact the M.C. has on the community and surrounding areas.
F. Photographer Duties
The Photographer will be responsible for photographing all public and private affairs of the M.C. Photographs will not be published (i.e., website, newsletter, newspaper) without consent from the Current Officers and Founding Fathers.
Special committees may be created and their members shall be appointed by the President. These committees may be eliminated by the President. As with standing appointments, all special committees shall be subject to the general control and direction of the Board.
An election shall be held each November. The Secretary shall invite nominations for each of the six (6) offices at the October meeting or in the October newsletter. Any member in good standing may nominate another member of good standing for an office by contacting the Secretary. The Secretary shall then determine if the nominee is eligible to serve under the conditions set forth in these by-laws. If the nominee is eligible, the Secretary shall contact the nominee and determine if he is willing to serve; if so, the nominee's name shall be placed on a ballot to be included at the November meeting or in the November issue of the newsletter. If so desired, each nominee will have an opportunity to include a small bio and goals in the November newsletter or the opportunity to speak at the November meeting. An anonymous ballot election shall take place at the December general meeting. The current Secretary may count the ballots or may appoint another member to do so. The results of the election shall be announced by the Secretary at the December general meeting and published in the January issue of the newsletter.
Membership in the M.C., its dues and meetings, are as follows:
There shall be Five (5) classes of membership: Founding Member, Full Member, Associate Member, Probationary Member and Absentee Member. All members shall have the right to attend any meeting of the M.C., including Board meetings, and to participate in any events sponsored by or involving the M.C. Full Members and Associate members shall have a vote in any issue brought before a general meeting, a vote in the election of officers, and shall be eligible to serve as officers or Board members. Only Board members and Founding Fathers shall have a vote in Board meetings. Membership becomes effective upon receipt of dues and lapses if not renewed by February 1 of each year. If a member leaves the club, for any reason, he/she must return the club patch to a current Officer or Founding Father. All Members must be an AMA member. All M.C. members, no matter their standing, will obey these rules:
A. Drinking alcohol will not be permitted while on a rides or at meetings
B. No riding while under the influence of alcohol or drugs
C. No Weapons, Drugs or reckless riding will be tolerated
D. All members must have a valid Motorcycle license, insurance and registration
E. All members must ride street bikes
F. All members must be safety conscious
G. All members must ride safely and defensively
H. All members are held to their own individual accountability
I. All members are encourage to attend as many M.C. meetings, functions and charitable events as possible
J. All members must obey all local motor vehicle laws
K. All members will ride in staggered formation on group rides
L. All members will use group riding signals when riding with others
M. All members will wear the M.C. colors at all M.C. functions.
N. All members must agree to accept all M.C. By-Laws
O. Any member who is more than three (3) months late in paying dues may be expelled from the M.C. with a Board vote. This can be avoided if special arrangements have been made
P. Any member may be expelled for conduct unbecoming a member of the M.C.
Q. For a member to be expelled, charges must first be made in writing and submitted to an officer.
R. Accused members will be given a hearing before the Current Officers and Founding Fathers.
S. Current Officers and Founding Fathers will accept evidence from both parties prior to making its recommendation to the Board.
T. Board members will then present the M.C. with the final decision.
i. Founding Member
a. A Founding Member is a Full Member of the M.C. who was one of the original members in the year 2005.
ii. Full Member
a. A Full member is a member of good standing.
b. A Full member is an individual who has kept his/her membership current while representing the M.C. in a positive manner.
c. A Full member must have his/her own motorcycle.
d. A Full Member will participate in all M.C. functions such as Charity events, Socials and Meetings.
iii. Associate Members
a. To be eligible for an Associate membership, a person must be involved in a relationship with a Full Member of good standing.
b. Associate members will pay half the present dues.
c. Associate members will pay an additional $5.00 for M.C. colors.
iiii. Probationary Members
a. A Probationary member is one who aspires to become a Full Member. This individual must be sponsored by a Full member in good standing. Probationary members have no voting rights.
b. All Probationary Members must:
1. Interact well with other current members.
2. Improve the climate of the M.C. when present.
3. Serve a period of time (to include an unspecified amount of rides and post meetings/club functions) until a full member in good standing will sponsor the prospect for membership. iiiii. Absentee Member
4. At the completion of the Probationary Members qualifying period, a M.C. vote will be taken into consideration with the final decision to be made from the Founding Members and Current Board.
iiiii. Absentee Member
a. An Absentee Member is a former Full member who is no longer able to participate in the functions of the M.C. due to extenuating circumstances.
b. An Absentee Member no longer has voting rights.
c. An Absentee Member may continue receiving the M.C. newsletter
d. An Absentee Member may return to Full Membership by paying the difference in dues.
The Dues are $50.00 per year with an initiation fee of $75.00. If a member joins after the First of January, that individual pays the same $50.00 for the year along with the one time initiation fee. Fees are not to be prorated. Dues shall be designated by the Board. Dues may vary according to class of membership, and shall be due on January 1 of each year and no later than January 31st of any given year. Dues may be changed or waived for members of special circumstances. These special circumstances will be taken to a Board vote. Dues for an Absentee Member will be half the Full Members fee. Club Colors and Rockers must be returned, without reimbursement, if a member leaves the club.
There shall be two types of meetings: general meetings and Board meetings.
A. General meetings shall be held once each month and will usually be held the first (1st) Wednesday of the month at a place and time to be determined by the membership. The members shall determine at each general meeting the date, time, and location of the succeeding month's meeting, and this information shall be reported in the following month's newsletter. Two-thirds of the Members are a quorum and business can be conducted as scheduled. A majority vote of all Full Members and Associate members present, and voting, shall be required for passage of all business resolutions. There shall be no proxy votes unless prior arrangements have been made through the Founding Fathers and Current Officers. The November general meeting shall be the M.C. Annual Meeting. General meetings will be closed to anyone that is not a current member of Steel Thunder. Visitors may attend club meetings if arrangements have been made prior to the meeting.
B. Board meetings shall be held when deemed necessary by the President. The President shall determine the date, time, and location of each Board meeting and make this information available to the membership through the newsletter. Six (6) Board members shall constitute a quorum and business can be conducted as needed. A majority vote of all Board members present, and voting, shall be required for passage of all business resolutions. Proxy votes must be arranged prior to a meeting. Board meetings will be closed unless prior arrangements have been made.
I. The corporation shall keep books and records of account and minutes of the proceedings of its members and Board and executive committee, if any. The corporation shall make available for inspection at its registered office, in this State, records containing the names and addresses of all members, the number, class and series of memberships held by each and the dates when they respectively became members of record thereof.
ii. Upon written request of any member, the corporation shall mail to that member its balance sheet as at the end of the preceding fiscal year, and its statement of income and expenses for that fiscal year.
Liability, amendments to these by-laws, purchases, guidelines for charitable grants and dissolution of the Corporation:
1. NO PERSONAL LIABILITY
Members of the M.C., including the Founding Fathers, Current Officers and Current Board members, shall not be personally liable for any debt, liability, or obligation of the M.C. All persons, corporations, or other entities extending credit to, contracting with, or having claim against the Corporation may look only to the funds and property of the M.C. for payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or for any money that may otherwise become due or payable to them from the M.C.
These by-laws may only be amended by a 2/3 majority vote of founding members in good standing. Voting must be presided over by an officer. Amendments may be proposed by any Full Member and must be submitted to the membership through an officer, in writing, at least thirty (30) days before a vote.
All M.C. purchases must be voted on and accepted by the Current Officers. A tie vote will be decided by the Founding Fathers. All M.C. withdrawals and/or checks must include the signature of both the Treasurer and President. If a transaction is performed in cash, the ledger transaction must show two signatures.
4. GUIDELINES FOR CHARITABLE GRANTS
The M.C. will have several different methods of fundraising events. Some examples may include but shall not be limited to: Motorcycle Runs, Bike Washes, sales of items/services, food/clothing drives, recycling programs, collections of items, and Breakfasts/Brunches/Lunches/Dinners. Donations collected by these fundraising events will be dispersed to other 501 (c) (3) charities, private foundations, accounts established for families where tragedy has stricken and families or individuals where medical and/or therapeutic needs have arisen. Decisions regarding recipients of charitable donations will be made by the Current Officers and Founding Members of the M.C. Once a recipient has been determined, an officer of the club will confirm the books and records of the 501 (c) (3) charitable organizations, private foundations, families or individuals.
If at any time in the future, the membership decides to dissolve the M.C., as shown by a majority vote of all Full Members, after payment of all of the liabilities of the M.C. or due provision therefore, all of the assets of the M.C. shall be converted to cash and donated to the non-profit American Motorcycle Heritage Foundation in Westerville, Ohio. Said donation is to be used exclusively to support the Foundation's Motorcycle Heritage Museum.