ARTICLE I. NAME The legal name of the non-profit Chapter is THUNDER MTN CHAPTER 0411 LOVELAND CO, INC. ("the Chapter"). ARTICLE II. PREAMBLE The Harley Owners Group ("H.O.G.") is an international organization founded and sponsored by Harley-Davidson Motor Company. The group was established to offer motorcycling benefits and services to Harley-Davidson enthusiasts throughout the world, and to develop a close relationship between the Harley- Davidson rider, the Harley-Davidson dealer, and Harley-Davidson Motor Company. The THUNDER MTN CHAPTER 0411 LOVELAND CO, INC. is an independent organization affiliated with the National H.O.G. and solely sponsored by Thunder Mountain Harley-Davison, Inc. The goal of the group is to generate an increased level of enthusiasm for riding Harley-Davidson motorcycles and motorcycling activities. The Chapter shall be family-oriented and a nonpolitical organization. ARTICLE III. PURPOSE The purpose of the Chapter is to promote responsible motorcycling activities for H.O.G. members by conducting chapter activities and encouraging participation in other H.O.G. events. The Chapter's activities and operations shall be conducted in a manner consistent with a family-oriented, nonpolitical philosophy. ARTICLE IV. SPONSORSHIP The Chapter is sponsored by Thunder Mountain Harley-Davidson, Inc. an authorized Harley-Davidson dealer. The decision to sponsor a chapter shall be solely at the dealer s discretion. The Chapter shall at all times conduct its operations and activities in accordance with the standards set forth by the sponsoring dealership, the Chapter s Charter, the National Annual Charter for H.O.G. Chapters and H.O.G. operating policies. ARTICLE V. AFFILIATION 1. Term of Relationship. The Chapter's affiliation with H.O.G. shall be for a one-year term and shall be subject to annual application and acceptance by H.O.G. 2. Affiliation. The Chapter is a separate, independent organization providing "not-for-profit" services to its members but shall be affiliated with H.O.G. and shall be governed by the Chapter s charter, the National Annual Charter for H.O.G. Chapters and H.O.G. operating policies. 3. Disclaimer. While the Chapter may be affiliated with H.O.G., it remains a separate, independent entity responsible for its actions. All H.O.G. members and their guests participate voluntarily and at their own risk in H.O.G. and/or Chapter sponsored activities. The sponsoring dealer of the Chapter, H.O.G., Harley- Davidson Motor Company, the Chapter, their subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, and employees are and shall be released and held harmless by the members of the Chapter Originator: Jack O Brien Page 1 of 10 Revised 11/13/2013
and their guests for any injury to the member or his or her guests or for any property damage which may result from participation in a H.O.G. and/ or Chapter sponsored activity. Each member of the Chapter and his or her guests expressly waive and release any right which they may have to commence legal proceedings against the sponsoring dealer of the Chapter, H.O.G., Harley-Davidson Motor Company, the Chapter, their subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, and employees for any injury resulting to them or damage to their property. ARTICLE VI. MEMBERSHIP AND MEETINGS 1. Membership. All current National H.O.G. members may become members of the Chapter. Expiration of membership in the National H.O.G. shall automatically terminate membership in the Chapter. The sponsoring dealer may suspend or terminate a person s membership in the Chapter if the sponsoring dealer, in the sponsoring dealer s sole discretion, determines that a member s conduct is undesirable or contrary to the sponsoring dealer s interests. The Chapter shall refund the member's annual dues for the year of termination. 2. Application. Affiliation with the Chapter shall be for a one-year term and shall be subject to annual application and acceptance by the Chapter. Members must complete and submit annually a "Chapter Membership Enrollment Form and Release". It shall be the responsibility of any person applying for, or renewing, membership in the Chapter to provide proof of his or her National H.O.G. membership as a condition of eligibility for membership. Application renewal shall begin December 1st of each year. 3. Dues. Annual membership dues shall not exceed the maximum prescribed by the "Annual Charter for H.O.G. Chapters". Dues shall be established by the Board of Directors and approved by affirmative vote by the majority of members present at the meeting in which the question was posed. 4. Voting Rights. Each member shall be entitled to one (1) vote on all matters presented to the membership for vote. 5. Meetings. The meeting of the members shall be held the first Tuesday of each month of each year for the purpose of conducting Chapter business and for the transaction of such other business as may come before the meeting. In the event that a meeting is omitted by oversight or otherwise, the Directors may call a meeting in lieu thereof to be held as soon thereafter as conveniently may be; and any business transactions or elections held at such meeting shall be as valid as if transacted or held at the regularly scheduled monthly meeting. Such subsequent meeting may be called in the same manner as provided for the monthly meeting. 6. Special Meetings. Special meetings of the Board of Directors and/or membership may be called at any time by the Director and shall be called by the Director upon written request of the members entitled to cast ten percent (10%) of all votes entitled to be cast, provided such written request shall also state the purpose of the meeting called and the business to be transacted at such meeting. 7. Place of Meeting. The Director shall designate the place of any meeting or special meeting. 8. Notice of Special Meetings and Waiver of Notice. Written notice stating the place, day, and hour of the special meeting, the purpose for which the special meeting is called shall be delivered not less than Originator: Jack O Brien Page 2 of 10 Revised 11/13/2013
ten (10) nor more than fifty (50) days before the date of the special meeting, either personally or by mail, by or at the direction of the Secretary, to all members entitled to vote at the special meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the Chapter with postage thereon prepaid. The attendance of a member at a special meeting shall constitute a waiver of notice of such a meeting unless the member attends a special meeting for the express purpose of objecting to the transaction of any business because the special meeting was not lawfully called or convened. Any special meeting of which all members shall at any time waive or have waived notice in writing shall be a legal meeting for the transaction of business notwithstanding that notice has not been given as hereinabove provided. The certificate of the Secretary that notice was properly given as provided in these Bylaws shall be prima facie evidence thereof. 9. Quorum. Except as otherwise provided in these Bylaws or as provided by law, at any meeting of the members, the presence in person or represented by proxy of members entitled to cast ten percent (10%) of all votes entitled to be cast on the matter to be voted upon shall constitute a quorum. An affirmative vote of a majority of the total number of votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum of members is present shall be necessary to pass or adopt any motion or resolution presented to the members unless a greater portion is required by law, or by these Bylaws. 10. Adjourned Meetings. If any meeting of members cannot be convened because a quorum has not attended or if the business of the meeting cannot be concluded, the members who are present, either in person or represented by proxy, may adjourn the meeting for periods of no longer than one (1) month, from time to time, until a quorum is obtained or until a conclusion can be reached. 11. Proxies. Members may be represented at any meeting by written proxy, which shall be filed by its holder with the Secretary of the Chapter before the next scheduled meeting in which an item is being voted. ARTICLE VII. BOARD DIRECTORS 1. General Powers. The business and affairs of the Chapter shall be managed by its Board of Directors. 2. Number and Qualification. Initially, the Board of Directors as set forth in the Articles of Incorporation of the Chapter shall consist of one (1) person who shall hold office until the first annual general elections are held at a meeting of the members or until a Board of Directors has been duly elected. The number of members on the Board of Directors may be increased, and once increased may be decreased, by amendment of these Bylaws. The sponsoring dealer at his sole discretion may set the number of members on the Board of Directors. 3. Term of Office. The term of office for the Board of Directors shall be one (1) year, unless determined otherwise by the sole discretion of the sponsoring dealer. 4. Election. The Board of Directors shall be elected by a majority vote of the members present in person or represented by proxy at a meeting at which a quorum of members is present. Originator: Jack O Brien Page 3 of 10 Revised 11/13/2013
5. Removal of Board of Directors. At any regular or special meeting of the members duly called, any member of or the entire Board of Directors may be removed, with or without cause, by a vote of a majority of the votes entitled to be cast by all the members present in person or represented by proxy at a meeting at which a quorum of members is present; and a successor or successors may then and there be elected to fill the vacancy or vacancies and unexpired term thus created. A Board of Directors or board member whose removal has been proposed by the membership shall be given an opportunity to be heard at such meeting. The sponsoring dealer at his sole discretion may remove any member of or the entire Board of Directors from office at his/her sole discretion at any time without cause. 6. Committees. The Board of Directors may designate and appoint one or more committees, each of which shall consist of such members as the Board of Directors may appoint. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon such Board of Director by the Articles of Incorporation of the Chapter, by these Bylaws, or by law. ARTICLE VIII. FICERS 1. Designation. The primary officers and Board of Directors of the Chapter shall be a Director, one or more Assistant Directors, a Secretary, and a Treasurer. The discretionary officers of the Chapter shall be a Ladies of Harley Officer, one or more Activities Officers, one or more Road Captains, an Editor, a Safety Officer, a Photographer, and an Historian and such assistant officers as the Board of Directors from time to time deem necessary. The sponsoring dealer may assume any, and all, officer position(s) including their respective responsibilities. 2. Term. The term of office for each of the primary and discretionary officers shall be one year beginning January 1st and ending December 31st of the year in which they were elected for, unless otherwise determined at the sole discretion of the sponsoring dealer. 3. Eligibility. All members of the Chapter are eligible to hold office in either the primary or discretionary positions. A member employed by another Harley-Davidson dealership or holds an officers position or Board of Director status in another H.O.G. chapter or other Motorcycle club is not eligible for either a primary or discretionary officer s position in this Chapter. 4. Election of Officers. The primary and discretionary officers of the Chapter shall be elected by a majority vote of the members present in person or represented by proxy at a meeting at which a quorum of the members is present. Nominations for the primary and discretionary officers shall begin at the September general monthly meeting and close at the end of the October general monthly meeting. Voting ballots shall be handed out to the members present at the November general monthly meeting. Members may only cast one vote, either online or at the November general monthly meeting. Both the online ballots and the general ballots shall be counted by a committee appointed by the Director and the results presented to the membership at the November general monthly meeting for confirmation by voice vote. Originator: Jack O Brien Page 4 of 10 Revised 11/13/2013
5. Removal of Officers. At any regular or special meeting of the members duly called, any officer may be removed, with or without cause, by a vote of the majority of the votes entitled to be cast by all of the members, and a successor may then and there be elected to fill the vacancy and unexpired term thus created. Any officer whose removal has been proposed by the membership shall be given an opportunity to be heard at such meeting. The sponsoring dealer at his sole discretion may remove any officer from office. 6. Vacancies. A vacancy in any Primary office position because of death, resignation, removal, disqualification, or otherwise may be filled by a majority vote of the members present in person or by proxy vote at a meeting or special meeting called for such purpose. A vacancy may be filled by appointment at the sole discretion of the sponsoring dealer. 7. Vacancies for NON Primary positions will be filled by a majority vote by the Chapter Board. A vacancy may be filled by appointment at the sole discretion of the sponsoring dealer. 8. Officers Duties: The duties and responsibilities of the primary and discretionary chapter officers shall be as outlined in the National H.O.G. Handbook for Chapters Job Descriptions. Additional duties and responsibilities may be placed upon the primary and discretionary officers by the sponsoring dealership. ARTICLE IX. INDEMNIFICATION BOARD DIRECTORS, FICERS, AND AGENTS The Chapter shall indemnify every Board of Directors member or officer and any former Board of Directors member or officer, their heirs and personal representatives, against loss, costs, and expenses, including attorney's fees, reasonably incurred in connection with any action, suit, or proceeding to which such person may be made a party by reason of being or having been a member of the Board of Directors or officer of the Chapter, except as to matters as to which such person shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence, willful misconduct, or fraud. ARTICLE X. BILLS, NOTES, CHECKS, AND OTHER NEGOTIABLE INSTRUMENTS All bills payable, notes, checks, or other negotiable instruments of the Chapter shall be made in the name of the Chapter. The Director or Assistant Director and the Treasurer of the Chapter shall sign checks and notes or other negotiable instruments of the Chapter. All checks and notes or other negotiable instruments of the Chapter shall require the signature of any two of the aforementioned Chapter personnel. No officer or agent of the Chapter, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Chapter, or contract or cause to be contracted any debt or liability in the name of or on behalf of the Chapter without first presenting such before the membership in the form of a motion for funds and an affirmative vote of a majority of the total number of votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum of members is cast. An exemption to this Article X shall be granted for expenditures required for ordinary operational expenses and miscellaneous office supplies needed to conduct the general business of the Chapter. All such exempt expenditures shall be authorized by the Director and reported immediately to the Chapter s Treasurer. Originator: Jack O Brien Page 5 of 10 Revised 11/13/2013
All such expenditures shall be reported to the membership at the next Chapter s general monthly meeting. Receipts for all transactions must be maintained and forwarded to the Treasurer as soon as practical. An additional exemption to Article X shall be granted to allow expenditures by board members, no greater than $100.00 per event, without requiring a vote by the Chapter members. All such exempt expenditures shall be authorized by the Director and reported immediately to the Chapter s Treasurer. All such expenditures shall be reported to the membership at the next Chapter s general monthly meeting. Receipts for all transactions must be maintained and forwarded to the Treasurer as soon as practical. ARTICLE XI. CHAPTER ACTIVITIES The Chapter shall hold a minimum of four (4) closed chapter events per year. Closed chapter events are those activities that are open only to members of the Chapter and one (1) guest per member if desired. Open chapter events are those activities that are open to members of the Chapter, other national H.O.G. members, and other guests as desired. All activities sponsored by the Chapter shall be open to attendance by all members of the Chapter. ARTICLE XII. COMMUNICATIONS The Chapter shall publish a minimum of four (4) Chapter communications per year. The communications shall consist of any printed material informing the members of activities and include the official chapter name and number. For example, postcards, flyers, and multi-page publications shall all constitute communications. Activities listed in the communications shall indicate whether they are open or closed events. The Chapter communications must comply with all National H.O.G. and sponsoring dealer requirements as outlined in the National Chapter Handbook. ARTICLE XIII. MISCELLANEOUS The Chapter is a nonprofit Chapter, organized under Colorado law. No member, member of the Board of Directors, or officer shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof; and in no event shall part of the funds or assets of the Chapter be paid as salary or compensation to, or distributed to, or inure to the benefit of, any Board of Director member, officer, or member; provided, however, that any Board of Director member, officer, or member may, from time to time, be reimbursed for actual and reasonable expenses incurred in connection with the administration of the affairs of the Chapter. ARTICLE XIV. BY-LAWS AND AMENDMENTS TO THE BY-LAWS Chapter By-laws may not replace, supersede or conflict with the Annual Charter for H.O.G Chapters and National H.O.G. Operating Policies. The sponsoring dealer must approve chapter by-laws prior publication and implementation. This Charter and the Annual Charter for H.O.G. Chapters shall be adopted and serve as operating Originator: Jack O Brien Page 6 of 10 Revised 11/13/2013
policy for the Chapter and must be available to all chapter members. Once approved by the sponsoring dealer and the National H.O.G. office, the members of the Chapter must approve the Charter and adopt it through an affirmative vote of a majority of the total number of votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum of members is present, unless a greater portion is required by law, or by these By-laws. The Board of Directors or sponsoring dealer may at any time based upon review of chapter developments and needs or because of conflicts with national, state, or local laws amend this Charter. All amendments must be submitted for approval as aforementioned before implementation and approval by the sponsoring dealer, the National H.O.G. office and the membership. If any part of this Charter should be invalid for any reason whatsoever under any national, state or local laws having jurisdiction over the subject matter of this Charter, then that part shall be considered deleted from this Charter, until revised or amended to conform, and the rest of this Charter shall remain valid and in full force and effect. ARTICLE XV. DISBURSEMENT FUNDS In the event of dissolution or final liquidation of the Chapter, all of the remaining monetary funds of the Chapter shall, after paying or making provision for the payment of all of the liabilities and obligations of the Chapter and for necessary expenses thereof, be distributed to such organization or organizations as are organized and operated exclusively for charitable purposes and which qualify as an exempt organization or organizations under Section 501(c) (3)of the Internal Revenue Code. Such organization or organizations shall be selected by the then existing Board of Directors for the Chapter. All real property of the Chapter shall become the property of the Sponsor for disposition as they see appropriate. In no event shall any of such assets or property be distributed to any Board of Director s member, officer, or member of the Chapter. ARTICLE XVI. HEAD ROAD CAPTAIN REQUIREMENTS Prerequisite for becoming a Head Road Captain shall be a minimum1 full year as a member and participant in Chapter rides where skills can be assessed by other Road Captains. Candidate must also have completed the Road Captains training during the course of that same year or have documented compatible training verifiable and accepted by the Board of Directors ARTICLE XVII. SAFETY FICER REQUIREMENTS Prerequisite for becoming a Safety Officer shall be a minimum1 full year as a Road Captain or have documented compatible training verifiable and accepted by the Board of Directors. ARTICLE XVIII. CHAPTER MEMBERS WITH 10 CONSECUTIVE YEARS MEMBERSHIP. Local membership dues will be waived for any members with 10 consecutive years of membership prior to 1999. These members will be grandfathered. They also must be a lifetime member of HOG National. Dues for any members after 1999 will not be waived. Originator: Jack O Brien Page 7 of 10 Revised 11/13/2013
ARTICLE XIX. CHAPTER ALCOHOL POLICY The Dealerships intent is for the HOG chapter to be a family orientated chapter and to take reasonable precautions to enhance the safety of the riders, therefore the consumption of alcohol during the course of any chapter ride that is a closed event is expressly prohibited, until after kickstands are down at the final destination defined by the Road Captain. The final destination for the ride will be defined and clearly stated by the Road Captain at the beginning of the ride during the pre-ride meeting. This policy is also in force during the Chapter Monthly meetings. Consumption of alcohol during the monthly meeting is prohibited. ARTICLE XX. ROAD CAPTAIN RESPONSIBILITIES It is the responsibility of the Road Captain of the ride, or any attending Road Captain, to create a safe ride environment for all members on the ride. In the event that the behavior of any riders, whether intentional or unintentional, creates an environment that jeopardizes the safety of any of the group, the Road Captain will be responsible to take action to correct these issues. Refer to Road Captain Manual for specific responsibilities. Originator: Jack O Brien Page 8 of 10 Revised 11/13/2013
Amendments to By Laws: BY LAWS 3/2/2004 Approval of members at general meeting to amend Article X. Requested by By Law Committee. Jack Potter, Chair 9/18/2004 Name change to Bylaw Committee Jack Potter, Chair. 3/1/2005 Revised section ARTICLE X. BILLS, NOTES, CHECKS, AND OTHER NEGOTIABLE INSTRUMENTS to remove Sponsoring dealership from signing checks, notes or other negotiable instruments. Only two signatures required. Director or Assistant Director and Treasurer. Bylaw Committee Jack Potter, Chair 11/28/2005 Revised section Article X. Bills, Notes, Checks, and other Negotiable Instruments to add 3 signatures to account (Director, Assistant Director, Treasurer) but only two signatures are required (Director, Assistant Director, Treasurer) Bylaw Committee Jack Potter, Chair. Membership approved 11/1/2005 meeting. 5/01/2008 Added Article XVI HEAD ROAD CAPTAIN REQUIREMENTS to require 1 year as member and completion of Road Captains training. 5/7/2008 proposed addition of XVIII LIFETIME MEMBERS proposal of waiving chapter dues if a member has been in the same chapter for 10 years and has converted to Lifetime Membership. (First proposed in ~1999 or 2000 but never documented). We have waived local dues for a couple of members who have lifetime memberships and have been in the chapter. Need to add to bylaws so it doesn t get missed in the future. Signatures added 8/12/2008 for Primary Officers. Amended 4/23/2011. Chairperson Jack Potter: Removed Signature page from 8/12/2009 Added article XVIII for members before 1999. Chair Jack Potter Added article XIX Alcohol Policy Chair Jack Potter Added article XX Road Captains Responsibilities Chair Jack Potter Amended article VIII Officers. Added vacancies for Non Primary. Chair Jack Potter 8/16/2013 review and amendments Jack Potter, Laurie Hatch, Melissa Buick, Dave Buick. Amended article X 8/16/2013- Raised limit to $100.00 without requiring chapter vote. 8/16/2013 changed ARTICLE XII from Newsletters of 6 per year to Communications of 4 per year and removed the statement to send copy to HOG National. Originator: Jack O Brien Page 9 of 10 Revised 11/13/2013
8/16/2013 modified ARTICLE XVI to accept documentation of other training and accepted by the Board of Directors. 8/16/2013 Changed ARTICLE XVII to accept documentation of other training and accepted by the Board of Directors. 8/16/2013 Changed ARTICLE XX to refer to the Road Captains Manual for specifics. 8/16/2013 Changed ARTICLE XIV to remove reference to HOG National in the 1 st paragraph second sentence. 8/16/2013 Changed ARTICLE VIII item 8 removed the reference to Appendix and tabs locations in the Chapter handbook. 8/16/2013 Changed ARTICLE VIII item 4 to include online voting and removed Proxy Ballots being mailed. 8/16/2013 Changed ARTICLE VIII item 3 to include an officer in another chapter or other Motorcycle club is not eligible to be an officer. Signatures: Director Assistant Director Treasurer Originator: Jack O Brien Page 10 of 10 Revised 11/13/2013