Proposed Bylaw changes will be posted here for sixty days, beginning Oct. 26th, for review and comments.

 

 

 

AMERICAN BIKERS AIMING TOWARD EDUCATION (A.B.A.T.E.) OF UTAH

CORPORATE BY-LAWS

 

 

Article I - Purpose

Article II - Membership

Article III - Board of Directors

Article IV - Central Committee

Article V - Chapters

Article VI - Funds

 

Article VII - Miscellaneous Provisions

Article VIII - By-Law Amendments

Article IX - Elections

Article X - Core Values

Article I: Purpose

 

The purpose of A.B.A.T.E. (American Bikers Aiming Toward Education) is to preserve the individual rights and freedoms of the road; to unite motorcyclists and motorcycle rights supporters to promote fair legislation, safety and rider education; and to provide a network for communication on issues affecting motorcyclists.

1.1 The principal office of A.B.A.T.E OF UTAH, A GROUP OF CONCERNED MOTORCYCLISTS, INC. (Herein after referred to as "A.B.A.T.E. of Utah, Inc.") for the transaction of its business is located at P.O. Box 354, Ogden, UT 84401.

 

1.2 A.B.A.T.E. of Utah, Inc. may also have chapters within the State of Utah, where it is qualified to do business, as its business may require and as the Central Committee may from time to time designate.

1.3 The A.B.A.T.E. of Utah, Inc. and the Logo is a registered service mark. The Corporation (A.B.A.T.E. of Utah, Inc.) reserves the right to regulate its use.

Article II: Membership

2.1 Applicants must be at least 18 years of age (except A.B.A.T.E. youth) and shall be admitted to membership upon making application in writing to A.B.A.T.E. of Utah, Inc. and payment of the annual dues. Chapter Officers by majority vote may refuse membership to an applicant.

2.2 All members will have a vote in organizational actions through their Central Committee representatives.

2.3 No member of A.B.A.T.E. of Utah, Inc. shall be held personally responsible for the debts, liabilities or obligations of the corporation.

2.4 The membership of any member of A.B.A.T.E. of Utah, Inc. shall automatically terminate:

  • Upon written request by the member for such termination,

  • On the death of a member,

  • Non-payment of dues,

    1. 60 days after non-payment of dues said member’s Death and Dismemberment insurance benefits shall be canceled.

    2. After an additional 30 days (90 days from initial non-payment of dues) if the member wishes to reinstate their membership, this membership shall pay as a new member and entered as same number.

  • Suspension of membership in the corporation (as per Section A) by a majority vote of the Central Committee,

  • Expulsion (as per Section B)

 

2.5 The amount of the annual membership dues shall be set by the Central Committee. The first annual dues shall be payable and submitted in full with the application. Future annual dues shall be due and payable on the membership renewal date set by the respective chapter. Membership shall be non-assessable, non-transferable and non-assignable.

2.6 The Central Committee shall provide for the issuance of membership cards and patches/pins with the state Secretary retaining all membership cards. Each card shall state the period for which it is valid. The form size and contents of the membership cards, in all other respects, shall be fixed from time to time by the resolution of the Central Committee. The name, address, email address and phone number of the member and the date of issuance of the membership card shall be entered on the records of the corporation. If any card shall become lost, mutilated, or destroyed, a substitute shall be issued at the request of the member.

 

  • An administrative fee for a substitute membership card shall be set by the Central Committee. (See corporate S.O.P.)

 

2.7 Any membership fees received by the State Office shall be forwarded to the Chapter to which the member will belong. Unless the applicant specifies a Chapter, they will be assigned one based on geographic location.

Section A - TERMINATION of Membership

Upon having been made aware of allegations of gross and/ or repeated violations of established codes of conduct of the corporation, violations of the law or violations of common standards of ethics by any active member, the Central Committee shall set a date for a hearing regarding said allegations. The member charged with such violations shall be given 14 calendar days’ notice by electronic or certified mail to the address on record, and shall have the right to appear at such hearing to defend themselves against such allegations. If the accused member fails to appear at the hearing or if, after hearing all arguments the majority of the Central Committee members attending the hearing shall determine it to be in the best interest of the corporation, the membership of the accused member shall be terminated. If at a later date the individual whose membership has been so terminated applies for new membership, a majority of the Central Committee members must approve by vote to accept the prospective member’s new application.

Section B - LIFETIME Expulsion of Membership

 

Expulsion of the membership of A.B.A.T.E. of Utah, Inc. may occur:

  • Upon conviction of a felony committed during the course of an A.B.A.T.E. activity, to include A.B.A.T.E. supported /sponsored activities.

  • Failure to follow any reasonable rules and regulations promulgated by the organization for any of the activities promoted by the organization.

 

Article III: Board of Directors

The Board of Directors is responsible for overseeing the operation and proper conduct of the Central Committee.

3.2 Will appoint the following positions annually, (See corporate S.O.P. for Job Descriptions and Duties)

  1. Political Liaison

  2. Public Relations Coordinator

  3. Web Master

  4. Highway Star Editor *

  5. Events Committee

  6. MRF Representative *

  7. Sergeant at Arms

  8. Chaplain *

  9. Share the Road Coordinator *

  10. Motorcycle Awareness Coordinator *

  11. A.B.A.T.E. Youth Coordinator *

 

3.3 The Officers of the corporation will be the elected Chapter presidents or their designee, and the elected members of the Central Committee. As per ARTICLE IV, 4.1

 

APPENDIX A

 

Any member in good standing and who has held for at least one (1) year, the office of an elected Central Committee member or have for at least two (2) years held a Chapter Elected position may be considered for nomination of one of the following Positions:

  1. C.E.O.

  2. Assistant C.E.O.

  3. Treasurer

  4. Secretary/Membership Representative

  5. Political Liaison

 

3.4 The State Officers shall be elected on a rotating basis.  Even years (ex 14, 16, and 18) will be the C.E.O. and Secretary nomination and election, odd years (ex 15, 17, and 19) will be the Assistant C.E.O. and Treasurer’s nomination and election year.  These nominations and elections will take place at the last regular Central Committee Meeting of the specified election year and will take office on January 1st (as per Section D).

Nominations:

 

Nominations for State Officer positions shall be entertained at the 3rd Central Committee Meeting of each year and for the specified office open for election that year. Nominations shall be accepted from any member in good standing and presented at said meeting.

 

Statement of Qualifications:

Nominees shall submit a statement of qualification to the Board of Directors within two weeks of nomination, failure to provide a statement of qualification shall be the same as a declination of nomination. Each nominee’s name and statement of qualification shall be posted in any A.B.A.T.E. of Utah, Inc. authorized forum (i.e. newsletter, website, newspaper, etc).

Chapter president or their designate shall take nominee's name and statement of qualifications back to the general membership at the next scheduled general meeting. Chapter shall approve their preferred nominee for each elected position. Central Committee members or their designate shall then vote for their respective chapter’s nominee at the last scheduled Central Committee meeting of the year.

Secretary/Membership Representative shall present voting ballots containing the names of all nominees for office, to each Central Committee voting member at the last Central Committee Meeting.  

 

Any vacancy of any state office caused by any means shall be filled by appointment by the Central Committee for the remainder of the term.

All elected Officers shall agree to and sign and date the by-laws/code of conduct/standard of Ethics acceptance form. And submit the signed form to the state secretary before January 1st of the year they will take office. (See Article VII 7.9)

3.5 Special meetings of the Board of Directors and Central Committee may be called by the C.E.O. with support of two (2) or more Board of Director members. The call for special meetings shall state the nature of the business to be considered and the place, date and time of said meeting. Business considered and acted upon shall be limited to that stated in the call for said special meeting. Special meetings may be conducted by email or another electronic medium.

3.6 The Board of Directors and the Central Committee shall not be authorized to convene a meeting that is closed to the general membership.

3.7 Suspension or Expulsion of Board of Director members:

 

  • Any Board member missing three (unexcused) Board Meetings or Central Committee meetings can be suspended from the Board by majority vote of the Central Committee at a duly scheduled meeting.

  • Majority approval of the Central Committee is required to consider an absence excused.

  • Any Board of Directors member or Central Committee member displaying flagrant, contradictory interest towards the official purpose of the organization shall be subject to suspension by a majority vote of the attending Central Committee members and will be notified by certified mail to the members address on record.

  • Any violation of Article II Sections A or B.

 

APPENDIX B

Responsibilities of State Elected and Appointed Positions (See Standard Operating Procedures; S.O.P.)

Article IV: Central Committee

 

The Central Committee shall be the governing body of A.B.A.T.E. of Utah, Inc. to act for the general membership in accordance with the majority opinion of the members as reflected by the vote of the Central Committee. To investigate, report, and make decisions on all matters having a direct bearing on the efficiency and effectiveness of the corporation. To provide the resources necessary for the membership to accomplish organizational goals and objectives. Two-thirds (2/3) presence of the Board of Directors shall constitute a quorum for the conducting of corporate business and will assist the Chapters with problems, programs and lobbying. Will be a distribution point for current information. Will encourage and assist in the organization of new chapters. Will be the base for all Chapters, with its primary function being to help improve the effectiveness of A.B.A.T.E. of Utah, Inc. in obtaining its goals. Will promote voter registration and participation in political elections. They shall be paid up members in good standing. Board of Director members and Central Committee members shall receive no compensation for their services, but may be allowed their actual and necessary expenses, as per Article VI; a member of multiple chapters can only be a Central Committee member representing one Chapter.

 

4.1 Each Chapter President and Vice President shall act as Central Committee representatives. Each Chapter shall also have two alternate members. For Chapters that have over 100 members, they will receive one additional Central Committee vote for each 50 members over 100. These representatives must represent a membership of ten in order to have a vote on the Central Committee.

4.2 Any vote by the Central Committee shall only take place at a regular or special Central Committee meeting.

4.3 Central Committee members shall be elected for a term of two years with the exception of the elected state officers (See Article III, section 3.3).

 

4.4 All meetings of the Central Committee shall be conducted by the Board of Directors according to the rules that apply in Article VII 7.10 that do NOT conflict with the by-laws of the corporation.

4.5 All records of the Central Committee are available to members in good standing for inspection by filing a written request two (2) weeks in advance of inspection with the State Secretary.

 

4.6 All Central Committee decisions by vote shall be binding.

 

4.7 The Central Committee shall schedule a minimum of four meetings per calendar year and a minimum of one officer training seminar shall be scheduled per calendar year.  (See Article III section 3.40)

Article V: Chapters

 

5.1 Chapters may be formed in any area of the state approved by the Central Committee with a minimum membership of ten.

 

5.2 To receive acknowledgement as a Chapter, the Board of Directors must be petitioned by that prospective Chapter. Then gain majority approval of the Central Committee.

 

5.3 Each Chapter shall have an elected President, Vice President, Secretary and Treasurer as well as appointed officers with their realm being restricted to the Chapter's membership and activities.

  • All elected officers shall attend the scheduled officer training seminar(s)

  • All elected Officers shall agree to and sign and date the by-laws/code of conduct/standard of Ethics acceptance form and submit the signed form to the Board of Directors secretary before January 1st of the year they will take office. (See Article VII.7.9)

  • A copy of the signed acceptance form shall be kept by the respective chapters.

 

5.4 The Chapter Treasurer shall present to the State Treasurer / Financial Officer, a financial report at or before each Central Committee Meeting. Unexcused failure to provide this report within 30 Calendar days of the end of the quarter, can cause the offending Chapter to be assessed a late fee per report and an added fee for each 30-day period the report is late.  Monetary value(FEE) shall be determined by the Central Committee at the last regularly scheduled meeting of the year and may increase or decrease per Central Committee vote. 

 

5.5 The Chapter Secretary shall present to the State Secretary, a membership report at or before each Central Committee Meeting. Unexcused failure to provide this report within 30 Calendar days of the end of the quarter, can cause the offending Chapter to be assessed a late fee per report and an added fee for each 30-day period the report is late.  Monetary value(FEE) shall be determined by the Central Committee at the last regularly scheduled meeting of the year and may increase or decrease per Central Committee vote.  5.6 Officers may be removed from office by recall vote by their members, or as per Article II #4 and Sections A and B. A recall vote must be announced at a regular meeting. At the next regular meeting a motion being made and discussed the vote will be called, counted and duly recorded.

 

5.7 Each Chapter shall schedule a minimum of ten (10) meetings per year.

  • Each Chapter shall hold the regular meetings at a venue where no members are excluded.

  • All meetings shall be open to the public and general membership.

  • All Special or officer meetings shall be posted on the Chapter’s electronic media page (date, location and time) not less than 1 day prior to the date of said meeting. Exceptions may be made for emergency meetings.

  • Meetings may be electronically recorded.

  • Special meetings may be conducted using an electronic medium.

 

5.8 Each Chapter shall elect the number of Central Committee members specified under Article 4 #1 and an equivalent number of alternates.

 

5.9 Each Chapter shall have an official mailing address.

 

5.10 All records of the Chapter are available for inspection by any member in good standing of the respective chapter by filing a written request with the chapter secretary two (2) weeks in advance of inspection.

 

5.11 Scheduled events by Chapters shall be voted on by that Chapter.

5.12 All records pertaining to chapter business shall be maintained by the chapter officers.

  • All Chapters shall use a Central Committee approved financial records keeping spreadsheet.

 

5.13 All records are the property of the corporation (A.B.A.T.E. of Utah, Inc.).

5.14 All voting for elected offices shall follow the guidelines set by the chapter. Including the rules outlined in ARTICLE IX.

 

5.15 Withdrawals from the chapter’s funds shall require (2) two signatures

  • The President, Vice President, Secretary, and Treasurer may be a signatory on the chapter’s financial account.

  • No two persons in the same household may sign the same check.

 

Article VI: Funds

 

6.1 Funds are to be raised through membership dues, contributions and fund raising activities.  Each chapter will transfer a monetary value determined by the Central Committee per member/couple member to the State Office to offset the costs of the operation of the State Office. Monetary value may increase or decrease per Central Committee vote and be set in corporate S.O.P. 

 

6.2 Each Chapter shall retain all other funds raised except for those funds required to cover expenses paid for by the State Office for the benefit of each chapter.  All funds shall be deposited in the respective financial account within 7 working day of being received.

 

6.3 All typical expenses (i.e., taxes, printing, mailing and public relations) incurred by the State Office shall be approved by the Board of Directors and shall be divided among the Chapters based upon each Chapter’s membership on the date the expense occurred.

 

6.4 Should the balance of the state office general fund fall below an amount set by the Central Committee and exceed 30 days as such, a written statement by the elected state officers of the reason shall be submitted to the Chapter Presidents.

 

6.5 Should the balance of the state general fund remain below the set amount for a total of 120 consecutive days, the Central Committee shall intervene and provide resolution to the depletion of funds in the State Office general fund.

 

6.6 Any member of the organization, in good standing, is eligible for reimbursement for actual expenses incurred while performing any activity that has been adopted by the organization. Reimbursement of expenses shall be determined by the following guidelines:

  • That the member was specifically requested by the Central Committee or majority of the Board of Director members to perform an activity in the interest of the organization.

  • The request for reimbursement is made in writing, with supporting documents and is presented to the Board of Director for approval.

  • The request for reimbursement is made within 60 days from the time the expense occurred.

  • The request for reimbursement does not deplete the State Office funds below the minimum value set by the Central Committee.

 

6.7 Each Chapter shall have 30 days to pay any request from the State Office for approved expenses.

 

6.8 Any Chapter incurring any single expense in excess of a monetary value set by the Central Committee shall inform the Board of Directors of their intended expenditure.  In emergency situations, a majority of Board of Director members must approve the expenditure. Monetary amount may increase or decrease per Central Committee vote.

Article VII: Miscellaneous Provisions

 

7.1 The Central Committee, except as otherwise provided by the by-laws of this organization, may by resolution authorize any officer or agent of the corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or conformed to specific instances. Unless so authorized, no officer or agent shall have power to bind the corporation by any contract or engagement or pledge its credit or render it liable for any purpose or amount.

 

7.2 The fiscal year of the corporation shall be from January 1st to December 31st.

 

7.3 The State/Chapter Run (ride) and fund raiser schedule for the upcoming year shall be discussed and voted on at the last Central Committee Meeting of each year.

 

7.4 All elected officers and appointed positions shall submit all information and materials utilized to maintain and run their respective position to the newly elected officer or appointee, at or before the last regularly scheduled meeting of the year. 

 

7.5 In the event of an investigation of any impropriety, all records of the Board of Directors, or any Chapter shall be surrendered immediately upon written request, to the appointed investigator(s) for inspection.

  • Investigator(s) shall carry upon their person a notarized letter signed by the Assistant C.E.O. and Sergeant at Arms of the state or their respective designee, authorizing the specific Investigation.

 

  • The investigator(s) shall provide reports at the Central Committee meetings of the investigation’s progress and findings. At least 2 (two) Central Committee members (chosen by the Central Committee) who are not the subject of the suspected impropriety shall be the Investigators.

 

7.6 All Central Committee decisions (by vote) shall be binding and adhered to.

 

7.7 Any issues not covered in these by-laws shall be brought before the Central Committee for determination.

 

7.8 Any chapter seeking an exemption from any policies or by-laws must provide a written request to the Board of Directors for a Central Committee determination.

 

7.9 Failure to comply with Article V. 5.3 (b) will result in the immediate removal of the noncompliant individual, rendering the office vacant.

 

7.10 Roberts’s Rules of Order 11th Edition (newly revised).

 

7.11 All monetary values in these by-laws shall be set in corporate S.O.P.                                           

 

Article VIII: Bylaw Amendments

8.1 Any member in good standing may bring a written proposed amendment of the by-laws to any elected officer of his/her designated Chapter.

 

8.2 That elected officer shall take and present the proposed amendment to the next scheduled officer meeting (whether in agreement or not). The Officers shall upon majority approval take the proposed amendment in writing and submit it to the Central Committee.

8.3 All proposed amendments to the by-laws shall be referred to each Chapter's general membership for consideration. Each Chapter shall make its recommendation regarding the proposed amendment to their respective Central Committee members.

8.4 The Central Committee members, shall then at the next scheduled Central Committee meeting, discuss and vote on the proposed amendment as per their Chapter's recommendation.

8.5 The by-laws or amendments to such, shall become effective immediately upon adoption or as otherwise designated by a majority affirmative vote of the Central Committee members.

 

8.6 Any proposed amendment to these by-laws must be posted in any A.B.A.T.E. of Utah, Inc. authorized forum 60 days prior to any final Central Committee vote of an amendment.

 

8.7 The original or copy of the by-laws shall be kept in the office of the corporation at all times for inspection by the Central Committee and general membership. A copy of the current by-laws shall be posted on the A.B.A.T.E. of Utah, Inc. web page.

 

8.8 A copy of the by-laws shall be kept in the office of each Chapter at all times for the inspection by the general membership.

 

Article IX: Elections

 

9.1 All elections shall be held at a regularly scheduled meeting.  

 

9.2 Only verified members in good standing may vote.

 

9.3 The secretary shall cause the names of all qualified nominees to be placed on a ballot corresponding with the office being sought. No write in candidates may be considered.

 

9.4 Each voting member in attendance shall receive one ballot.

  • Votes for multiple nominees for one office are prohibited and shall not be counted.

  • The secretary shall duly record the results and the names of those who counted the votes.

  • Absentee ballots must be received through the respective State/chapters official mailing address not less than four days prior to the day elections will be held.

  • All absentee ballots must be in a sealed envelope an opened only by those counting the ballots.

  • Voting by proxy is prohibited.

  • Election voting through electronic means is prohibited.

 

Article X: Core Values

 

STATEMENT OF CORE VALUES/ ETHICS

10.1 As elected Officers or appointees of A.B.A.T.E. of Utah, Inc. we affirm and except the following Core Values/ethics.

INTEGRITY:  We uphold a code of ethics that instills public trust. Our activities, services, and programs are consistent with our stated mission, compatible with our organizational capacity, respectful of our varied constituencies, and managed with the highest level of professionalism. We provide truthful information about our mission, program activities, use of donations, and finances. We comply with all applicable laws and regulations. We exercise our duties of office with care and loyalty. Be reasonably informed and participate in decisions in good faith. Do not use their position for individual personal advantage.

ACCOUNTABILITY:  We are responsible for measurable outcomes and delivery of effective programs and services. The true measure of our success is whether individual lives, and the communities change for the better as a result of our work. Being mission focused, producing measurable outcomes, conducting program evaluations, and developing and maintaining sound financial management are important elements of our accountability. We are able to accomplish our mission through vigilance, and the generosity of our supporters. We honor donor’s intentions and restrictions on the use of their gifts, and are responsible stewards of the resources entrusted to us for the accomplishment of our mission.

RESPECT: We value the diverse needs of individuals and communities. We respect the dignity, integrity, privacy, beliefs and culture of our constituencies, members, donors, and others. Our policies shall reflect this commitment. We keep a broad interest of the community in mind even as we advance our mission and look for opportunities to partner with those in the Public and Private sectors. We respect reasoned dialogue with one another even when we disagree.

We abide by high operating standards, support and encourage visionary management, excellent service, and program delivery. We are accessible and responsive to our members, and the public who express interest in our organization.

Please send comments to:

abate.bylaws@gmail.com