Bylaws

Bylaws of Eastern Ontario-Ottawa H.O.G.® Chapter 9007

PREAMBLE

 

These bylaws were enacted by the Executive Committee (2014) to provide governance and to ensure accountable and responsible leadership to Eastern Ontario-Ottawa Chapter 9007 and to the Sponsoring Retailer, Freedom Harley-Davidson® of Ottawa. The articles and sub-articles listed here are in addition to the H.O.G.® Chapter Handbook and are not to be assumed in lieu of. Where a dispute or inconsistency may arise, the H.O.G.® Chapter Handbook shall be followed as the correct conclusion. Notwithstanding the articles below, and consistent with the H.O.G.® Chapter Handbook, the Sponsoring Retailer reserves ultimate authority on matters that pertain to its Chapter 9007.

 

ARTICLE I

Purpose & Mandate

 

  1. The purpose of Eastern Ontario-Ottawa Chapter 9007 shall be to promote responsible Harley-Davidson® motorcycling activities for members by conducting Chapter activities and encouraging participation in other H.O.G.®
  2. Chapter activities and operations shall be conducted in a manner consistent with a family-oriented, non-political, non-religious philosophy.
  3. While enjoying its activities and rides, the Chapter’s guiding principles are to foster a closer relationship between the Chapter members and Freedom Harley-Davidson® of Ottawa.

ARTICLE II

Executive Committee

 

Primary Officers:

Are the Director, Assistant Director, Treasurer and Secretary.

Discretionary Officers:

Consists of all other officer positions appointed by the Director or approved by the general membership elected by ballot.

Executive Committee:

Consists of the four Primary Officers and Discretionary Officers combined.

Committee:

Is chaired by one or more Officer(s) from the Executive Committee who may assign one or more General Members and fix their duties and responsibilities for which the committee is appointed.

 

ARTICLE III

Officers

 

Section 1: Election

  1. The Sponsoring Retailer may hold elections annually or biannually for Executive Members or, at its discretion, may appoint these members for the E.O.O. Chapter. Each elected/appointed officer shall hold office until such officer’s successor has been duly elected/appointed and qualified or until such officer’s death, resignation or removal.
  2. In the event of an election, the Sponsoring Retailer shall act as the nominating committee for the Executive Committee needed for the succeeding year. Nominations shall be open at the General Gathering in October.
  3. Voting for the new Executive Committee shall take place at the General Gathering in November.
  4. Only members of the Eastern Ontario Ottawa Chapter of H.O.G.® in good standing will be qualified for nomination to hold Executive Committee offices.
  5. Nominations may only be submitted with the prior consent of the person being nominated, so as to avoid lost time and efforts.
  6. All voting Officers shall:
  7. Be elected or appointed and be at least eighteen (18) years of age.
  8. Remain a member H.O.G. ® International during their entire term of their respective office.
  9. Appointments and elections shall be considered official with final approval from the Sponsoring Retailer.

 

Section 2: Members With Multiple Memberships With Other H.O.G.® Chapters.

Members of the EOO Chapter may hold memberships in other H.O.G.® Chapters; however they cannot serve on the E.O.O.C. Executive Committee if they hold an Executive voting position in any other Chapter. Such a situation may be deemed as a conflict of interests.

 

Section 3: Resignation.

Any officer may resign at any time by giving written notice to the Executive Committee or the Secretary of the Chapter.
Section 4: Removal.

Any officer may be removed from office by the action of the Executive Committee upon approval from the Sponsoring Retailer whenever, in its judgment, the best interests of the Chapter will be served.
Section 5: Vacancies.

The Director may fill a vacancy occurring in any office, for any reason, for the unexpired portion of the term of said office. Any Primary Officer may assume the duties of any appointed officer when vacancy is not filled. Such appointment shall be subject to ratification by the Executive Committee.
Section 6: Compensation.

Officers shall not receive compensation for services rendered as Officers; provided, however, those Officers may be reimbursed with prior approval of the Director of the Chapter for reasonable expenses associated with their services as Officers of the Chapter.
Section 7: Executive Committee Officers Conflict of Interests. Any contract or other transaction between the Chapter and one or more of its Officers or any other Chapter, firm, association, or entity in which one or more of its Executives are Executives or officers or has a material financial interest, shall be considered potentially voidable because of such relationship or interest or because such Director or Executives are present at the meeting of the Executives or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose. In such circumstances, the transaction shall be dealt with the utmost transparency and integrity so as to ensure the Chapter’s and Dealer’s interests are primary and avoid any potential conflict of interests.
Article IV

Officers of E.O.O. Chapter 9007

 

One or more officer positions may be occupied by the same person, subject to the rules and bylaws set forth. In such cases, whereby the positions held are on the Executive Committee, and in cases where two or more people hold positions of the same title (i.e. Road Captain), the person or group shall not have more than one (1) vote at Executive meetings so as to avoid an undemocratic advantage in a particular person or group’s interest. [Article IV preamble effective December, 2014]

 

Section 1: Affiliated Chapters shall have the following primary officers: Sponsoring Retailer, Chapter Manager, Director, Assistant Director, Treasurer and Secretary.
Section 2: The Chapter Manager must be a Sponsoring Retailer employee designated by the Sponsoring Retailer.
Section 3: The Sponsoring Retailer / Dealership / Retail staff, Chapter Manager may hold any, or all, primary officer positions.
Section 4: The Sponsoring Retailer / Chapter Manager may determine how Chapter officers are selected and terms of service.
Section 5: The Sponsoring Retailer / Chapter Manager may remove any officer from office at the Sponsoring Retailer’s sole discretion.
Section 6: The Sponsoring Retailer / Chapter Manager has the authority to require the Chapter to perform to the Sponsoring Retailer’s standards or vision, as per Article II, s.3 of the H.O.G.® Charter.

 

Section 7: Primary Officers

  1. Director: Pursuant to the signed agreement made with the Sponsoring Retailer, the Director shall uphold the Charter, abide by these Bylaws, conduct Chapter meetings and coordinate Chapter-Officer responsibilities. The Director shall be the primary contact between the Chapter and the Retailer for all Chapter business. At the Annual meeting the Director shall provide a report of the past year’s activities to the membership.
  2. Assistant Director: shall be responsible for promoting membership, membership orientation, membership retention, and keeping the Chapter members informed of O.G.® programs.
  3. Treasurer: shall be responsible for collecting and disbursing Chapter funds, reporting financial transactions to sponsoring Dealer / Retailer / Chapter Manager on a monthly basis, compliance with all revenue recording and reporting requirements.
  4. Secretary: shall be responsible for administering and maintaining meeting minutes, annual reports, membership reports on hog.com, insurance and legal documentation, event releases, and enrolment releases. These permanent records shall be kept at the Sponsoring Dealership / Retail Store.

Section 8: Discretionary Officers: These officer positions are optional and at the discretion of the Sponsoring Dealership / Retail Store. The duties and responsibilities of the discretionary Chapter officers may include the following:

  1. Activities Officer: assisting in planning and administering Chapter events.
  2. Ladies of Harley (LOH) Officer: encouraging female members to take an active part in Chapter activities and, in some cases, exclusive activities.
  3. Execustive Road Captain: shall be elected by the established Road Captains and approved by the Executive to sit on the Executive Committee to represent all Road Captains and speak to matters involving Chapter Rides or any other ride-related event.
  4. Editor: assembling and organizing all forms of Chapter communications.
  5. Safety Officer: providing Chapter members with information relating to the availability of rider training.
  6. Photographer: obtaining and organizing Chapter images for use in Chapter communications and Chapter history.
  7. Historian: Preparing and maintaining an account of the history of the Chapter.
  8. Web Master: assembling and organizing material for the Chapter web site, social media sites [if applicable], and obtaining approval from the Sponsoring Retailer / Chapter Manager before publication on Chapter web sites and social media sites.
  9. Membership Officer: assisting the Chapter Secretary in the Chapter membership duties.

 

Article V

Members of E.O.O. Chapter 9007

 

Section 1: Membership and Dues.

  1. Membership shall be open to any Harley-Davidson® motorcycle owner/rider, who is a current member or associate in good standing with H.O.G.®
  2. The Executive Committee shall determine membership dues provided, however, that such dues shall not exceed such amounts as may be set from time to time by H.O.G.®
  3. Annual dues shall be paid by all active members. Payment of dues shall be made annually by the 31st of March to the Chapter’s Secretary.
  4. The Secretary shall post notice of membership renewal on or before October 1st of each year in the Chapter newsletter.
  5. A member who fails to pay his or her dues before April 1st of each year will cease to be a member. In such cases, his or her name shall be removed from communications lists.
  6. A member who fails to pay his or her dues to H.O.G.® International shall cease to be a member of E.O.O.C. H.O.G.®
  7. Members in good standing are entitled to all of the benefits and privileges outlined byO.G.® International, where and when available.

 

Section 2: Termination-Expulsion. The Director will verbally notify a member of a membership cancellation or termination, which shall be witnessed by one other member of the Executive. In such cases, membership dues shall not be refunded.

  1. Membership shall be terminated by death, voluntary withdrawal, or expulsion, and thereafter all the rights of the member in the Chapter shall cease. A member may be expelled by majority vote of a quorum of the Executive Committee, requiring final approval from the Sponsoring Retailer.
  2. Should the Sponsoring Retailer have a material concern with any Chapter member, they shall first escalate the matter to the Executive Committee to attempt resolution at the Chapter level before taking any further action, provided that the concern is not so pressing and substantial that it prohibits such escalation. Should the Executive Committee be unable to resolve the matter within a reasonable amount of time, or to the Sponsoring Retailer’s satisfaction, the Sponsoring Retailer has the right to terminate the member as provided in the H.O.G.®  Chapter Charter.
  3. The Sponsoring Retailer / Chapter Manager may terminate a person’s membership in the Chapter if the Sponsoring Retailer, at its sole discretion, determines that a member’s conduct is undesirable or contrary to the Sponsoring Retailer’s standards or vision. In order to revoke a membership in the Chapter, the Sponsoring Retailer must reasonably determine that the concern was pressing and substantial so as not to allow for 2(b) and notify the Director thereof.

 

Article VI
Meetings & Quorum

 

Meetings of the Chapter Executive and its committees shall be conducted in accordance with Robert’s Rules of Order. The Director of the Chapter, or in the absence of the Director, the Assistant Director shall act as chair at every meeting of the members. The Secretary of the Chapter, or in the absence of the Secretary any person appointed by the chair of the meeting, shall act as Secretary of the meeting. In the event of absence of the Director and the Assistant Director, the Director will appoint a responsible person to chair prior to the meeting of the members.

 

Section 1: Annual Meetings: The hand over meeting of the Executive Committee, shall be held each year during the 1st Wednesday of January (excluding when the first Wednesday is New Year’s Day, then it will be held on the 2nd Wednesday of January) of each year anywhere in the City of Ottawa, Ontario designated by the Director. The purpose for the meeting is to provide a smooth transition of governance from the outgoing Executive to the incoming executive and to reaffirm the Chapter’s goals and expectations.


Section 2: Executive Committee Meetings:
Executive Committee Meetings of the Chapter will be held at such a place and time as the Executive Committee may designate, and shall follow an agenda set forth by the Director. The Director shall provide the Chapter Manager with a copy of the Executive agendas 48 hours prior to all Executive meetings as well as official minutes following the meetings within a reasonable time frame.

Section 3: General Gatherings:
General Gatherings of the members of the Chapter will be held at such a place and time as the Executive Committee may designate.
Section 4: Quorum: Action of the Executive Committee.

A majority of the Executive Committee shall constitute a quorum for the transaction of business. Every act or decision done or made by the Executive Committee at a duly held meeting at which quorum is established shall be the decision of the members.

  1. Quorum shall be considered established when at least 50% of the Primary Officers and at least 50% of the active Discretionary Officers are present.
  2. In the event of a tie vote, the Director will decide the outcome of the vote, obtaining approval from the Sponsoring Retailer.

Section 3: Adjournment:

  1. Any meeting of the Executive Committee, whether regular or special and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Executive Committee present.
  2. Under unusual circumstances the Director may adjourn a meeting of the Executive Committee without a majority vote of the Executive Committee and must announce a Special Executive Committee Meeting at a place and time designated by him/her to explain his/her actions.

 

Article VII

Instruments: Bank Accounts, Cheques & Drafts, Loans & Securities

 

Section 1: Execution of Instruments: Except provided otherwise herein, the Executive Committee may authorize the Director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter and such authorization may be general or confined to specific instances. Except as so authorized, or as in these Bylaws otherwise expressly provided, no Director shall have any power or authority to bind the Chapter by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount.

 

Section 2: Signing Authority: The Director, the Treasurer and the Sponsoring Retailer or Chapter Manager shall have signing authority at the bank.
Section 3: Cheques and Drafts: All cheques, drafts or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the Chapter, shall be made by counter-signature by two (2) of the three (3) authorized signatories; the Director and/or Sponsoring Retailer and/or by the Treasurer of the Chapter. Endorsements for deposit to the credit of the Chapter may be made without counter-signature by the Director, Sponsoring Retailer or Treasurer.

Section 4: Loans: No loans shall be contracted on behalf of the Chapter and no evidence of indebtedness shall be issued in its name. No loans may be made to any officer of the Chapter, directly or indirectly.

 

ARTICLE VIII

Miscellaneous

 

Section 1: Fiscal Year: The fiscal year of the Chapter shall be from January 1st to end on December 31st.
Section 2: Publications: The Chapter must issue at least four (4) Newsletters per year. The Chapter Newsletter shall not be used for solicitation of products and/or services, except for those approved by the Sponsoring Retailer. No alcoholic beverages or containers of alcoholic beverages shall appear in the Chapter Newsletter. No photographs of persons using illegal substances or engaging in illegal activities shall appear in the Chapter Newsletter.
Section 3: Chapter Colours: Members are encouraged to wear the “Chapter Colours” at meetings, Chapter Runs, and other H.O.G.® Events. If any member holds dual memberships in other Motorcycle Clubs or Organizations, he/she shall not wear those colours at E.O.O. H.O.G. ® Chapter meetings or official H.O.G. ® Events. The only exception will be to joint activities with other H.O.G. ® Chapters.
Section 5: Property: In the event an appointed or elected officer is removed from office due to death, expired term, resignation or expulsion, all property belonging to the Chapter shall, upon request, be returned to the Sponsoring Retailer – Freedom Harley-Davidson® of Ottawa. This would include any tangible property, including all books of record.

 


ARTICLE IX

H.O.G.® Rules Regulations and Policies

 

This Chapter shall follow all rules, regulations and policies that may be issued from time to time by H.O.G. ®

 

Eastern Ontario-Ottawa Chapter Harley Owners Group® intends to follow the spirit of the National Harley Owners Group® Handbook. During any designated Chapter activities, members shall conform to the H.O.G.® Chapter Alcohol Guidelines and comply with all Provincial and State liquor laws. Violation of said guidelines and liquor laws will lead to expulsion.

 


ARTICLE X
Awards & Recognition

 

Section 1: Upon completion of their services, Directors shall be recognized for their contribution to the EOO Chapter with an official EOO ‘rocker’ badge, of approximately four to six inches in length, indicating their former position. Such recognition is conditional upon:

  1. Having completed their term(s) in good standing.
  2. Having completed the current year’s membership form, having filed it with the Secretary, and all membership dues are paid up to date.

Section 2: The Executive Committee, on the recommendations of a duly appointed committee, will approve Awards and Recognitions for the enjoyment of the General Membership.

 

ARTICLE XI

Amendment

 

Section 1: These Bylaws, including any provisions adopted by the Executive Committee except as provided in this Article, may be amended by a quorum vote of the Executive Committee at a meeting duly called and held for such purpose (subject to Sponsoring Retailer approval) once per calendar year.

Section 2: ARTICLE II, ARTICLE III and ARTICLE Xl cannot be amended, except by the Sponsoring Retailer exclusively.

Section 3: Once approved by the Executive Committee and Sponsoring Retailer, the Editor will publish a copy of the Bylaws, as amended or otherwise altered to date in the Chapter Newsletter. The E.O.O. Web Master will post a PDF copy of the current Bylaws on the Chapter Website. A current account of the Bylaws will be signed by Freedom Harley-Davidson® of Ottawa and a PDF copy will be provided to E.O.O. Chapter 9007 for disbursement as outlined within this section.

Section 4: These Bylaws may not replace, supersede or conflict with the H.O.G.® Charter and operating policies.

This document, outlining the newly inducted Bylaws for the Eastern Ontario-Ottawa H.O.G.® Chapter 9007, with all of its rights, priviledges, and obligations, has been ratified by the Chapter Executive Committee and approved by the Sponsoring Retailer, Freedom Harley-Davidson® of Ottawa, this third day of April, 2014.

Brian London Anthony ‘Tony’ Ward Jesse Stewart

Director General Manager Chapter Manager
E.O.O. Executive, 2014 Freedom Harley-Davidson® of Ottawa Freedom Harley-Davidson® of Ottawa

Amended and approved by the E.O.O. Executive and Sponsoring Retailer, Freedom Harley-Davidson® of Ottawa, this ____ day of ____________, 2015.

___________________________ ______________________ ______________________
James Beggs Anthony ‘Tony’ Ward Jesse Stewart

Director General Manager Chapter Manager
E.O.O. Executive, 2015 Freedom Harley-Davidson® of Ottawa Freedom Harley-Davidson® of Ottawa