This corporation shall be known as the BMW CAR CLUB OF AMERICA, SUNSHINE
BIMMERS CHAPTER, INC. (hereinafter referred to as the “Club”).

Insofar as permitted to corporations without profit under the laws of the State of Florida the
purpose of the Club shall be to promote interest in motoring and touring activities, to promote
safe and skillful driving, and to engage in such activities as may be conducive to said purposes,
including but not restricted to skillful driving classes, motoring tours, social events, publication
and electronic dissemination of information relating to motoring and automobile maintenance,
and the purchase, rental or leasing of all kinds of property, real and mixed, for the purpose of
carrying out such activities.

Section 1. The mailing address of the Club shall be the post office box or other address published
in the Club’s official newsletter, unless otherwise specified by special action of the Board of
Directors, as hereinafter defined.
Section 2. The location of the Club meetings shall be chosen by the President of the Club or by
any other member of the Board of Directors designated for that purpose by the President.

Section 1. Active Membership shall be limited to active members of the BMW Car Club of
America, Inc. (hereinafter referred to as the “National Club”), which shall assign members to the

Section 2.
(a) Immediate family members of Active Members may apply for and receive the status
of Associate Member of the National Club, subject to the provisions and requirements
established by the National Club and its Board of Directors concerning such status.
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(b) Any Associate Member shall enjoy all rights and privileges pertaining to Active
Membership in the Club, including the right to vote and hold elective office.

Section 3. The above provisions notwithstanding, the Club’s Board of Directors may provide for
and grant special types of Club membership, such as honorary, life, or charter, but not restricted

Section 4. In all Club matters requiring a vote by the general membership, those members that
are eligible to vote (hereinafter referred to as “Voting Members”) shall include all Active
Members in good standing, together with all Associate Members, as defined under the provisions
of Section 2, Paragraphs (a) and (b), above.

Section 5. Membership in the Club may be revoked by the National Club under the procedures it
adopts. Any person who has his or her membership revoked shall immediately lose all rights and
privileges of Club membership and shall be immediately removed from any elected or appointed
office that may be held.

Section 1.
(a) The Club shall have as its officers a President, Vice President, Secretary, and
Treasurer, and three additional Directors, all of whom shall serve on the Club’s Board of
Directors (hereinafter referred to as the “Board”). Collectively, these seven persons (hereinafter
referred to as “Officers”) comprise the Voting Board of the Club.
(b) The Board may create additional service positions, define their duties, and appoint
members of the Club to fill such positions. Potential service positions include Membership
Chairperson, Activities Director, Newsletter Editor, Driving Events Coordinator, and
Webmaster. Such persons shall serve as non-voting members of the Board except when the
person appointed to a service position shall already serve as an Officer of the Club.
(c) It shall be the responsibility of the Board to manage the Club’s affairs, internally and
externally, in an orderly, businesslike, and responsible manner conducive to the purposes of the
club, as set forth hereinbefore, and subject to all other provisions herein defining the authority
and responsibilities of the Board and its members, individually and collectively. Except as
otherwise provided herein, the Board shall exercise all powers of management of the Club.
(d) It shall be the policy of the Board to consult the membership of the Club on any
matters involving the general welfare and conduct of the Club; however, failure to do so shall not
affect any vote of the Board.
(e) The Board may select and appoint individual members of the Club to assist any or all
officers as deemed necessary. These individuals may not vote with the Board.
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(f) The Board may name any committee, as it sees fit, or may act as a committee of the
whole. It may delegate to the President the power to appoint any committee. Members of such
committees may not vote with the Board.

Section 2.
(a) All Officers named in Section 1, Paragraph (a), above, shall be elected.
(b) Officers shall hold office for a period of two years, or that period of time extending
from the date their election is announced at the Annual Meeting to the date of the following
Annual Meeting at which election results for their respective offices are to be announced.

Section 3. Each Officer shall have one vote. In case of a tie vote, the President’s vote is the

Section 4. Any Officer shall have the right to resign by submitting a statement of resignation in
writing to the Board.
Section 5. Any member of the Voting Board may be removed from office with cause by the
affirmative vote of a majority of the Voting Board then in office after formal notice to the Club’s
members, as described in Article VII, Section 2, stating the reason for removal and the time and
a place for the Board meeting at which the issue is to be decided.

Section 6.
(a) The President shall have overall management responsibility for the conduct of all
business affairs and activities of the Club, with the advice and consent of the Board; shall preside
at all meetings of the Board and of the Club membership at large; and shall report to the
membership on the general state of the Club via the newsletter, and at such other times as the
Board may request.
(b) The Vice President shall perform the duties of the President in the absence of, or by
reason of the disability of, the President, and shall furthermore perform such other duties as the
President or Board may assign. The Vice President is the parliamentarian and is responsible for
advising the Board on Roberts Rules of Order.
(c) The Secretary shall maintain minutes of all meetings, provide the Newsletter Editor
with condensed minutes suitable for informing the Club of the work of the Board, carry on inter-
Club correspondence, keep all current Club records except as otherwise specified herein, and
perform such other duties as the President or Board may assign.
(d) The Treasurer shall receive and disburse all Club funds, as authorized by the
President or the Board; shall keep accurate and detailed records of all such receipts and
disbursements; shall timely provide all financial reports to the Board and the National Club; and
shall deposit all funds received on behalf of the Club in a depository designated by the Board.
Checks over $500 will require the signature of two Directors, who shall be designated by the
Board. The Treasurer shall make a report at the Annual Meeting, and shall also make such
additional reports as may be requested by the Board. Except as provided herein, no person shall
Adopted December 15, 2013, 4
incur an obligation to, nor commit the credit of, the Club unless specifically authorized by the
Treasurer acting in concert with the Board.

Section 7. No Club officer may be an officer nor hold an ownership interest in any other
automotive-oriented club or corporation that provides similar services to those offered by the

Section 1.
(a) Elections of Club Officers shall be held annually, and results of such elections shall be
announced at the Annual Meeting.
(b) In order to provide for Board continuity, Officers shall be elected to staggered terms.
The President, Treasurer, and one Director shall be elected in even-numbered years; the Vice
President, Secretary, and two Directors shall be elected in the odd-numbered years. However, if
an office has been vacated by resignation or removal before the incumbent shall have completed
at least one year on the Board, then that post shall be included in the next election and the person
so elected shall serve the remaining year in the original two-year term. For the purposes of these
Bylaws, one year is the time between successive Annual Meetings.

Section 2.
(a) All nominees for elected Club office, as defined herein, except the office of President,
must be voting Club members in good standing for at least six (6) months prior to the election.
(b) Nominees for President must be voting Club members in good standing, and must
have been actively involved in Board discussions and decisions, as Board members, committee
members, or in any other capacity that actively interacts with the Board, for at least one (1) year
prior to the Annual Meeting during which election results are to be announced; however, this
requirement may be waived by an affirmative vote of the Board.
(c) Any Club member may nominate an Active Member in good standing as candidate for
an elective Club office, subject to the provisions hereinabove, by submitting a petition in writing
or by electronic means, countersigned or otherwise acknowledged by the nominee to signify
acceptance of the nomination.
(d) No two members of the same household shall be nominated for candidacy to elected
office in the Club. Should any two Board members begin to share living quarters after being
elected, at least one of them shall not stand for re-election.

Section 3.
(a) Election of officers shall occur by voting Club members submitting properly
completed ballots, by U.S. Mail or electronically, to the address given on the ballot by a due date
specified by the Board, which must be at least five (5) days before the Annual Meeting and be
Adopted December 15, 2013, 5
printed on the ballots. If there is only one candidate for each position subject to election in any
year, the Board shall publish, by U.S. Mail or electronically, the list of candidates at least 21
days prior to the Annual Meeting and provide the opportunity for any member to submit an
objection in writing to the Secretary regarding any or all candidates proposed for office. Should
no such objection be submitted within five (5) days of said publication, the candidates on the
ballot shall be considered to have been elected without opposition. If an objection is submitted
regarding any candidate, then an election shall be conducted at least 10 days prior to the Annual
Meeting and space provided on the ballot for a write-in candidate to be supported for each office
for which an objection was submitted. Candidates for whom no objection was submitted and
who is unopposed for election shall not be included on the ballot but shall be deemed to have
been elected without opposition.
(b) The Secretary shall be responsible for certifying the validity of ballots, in accordance
with all provisions herein governing the validity of ballots, and specifically the provisions of Article

Section 4 of these Bylaws; for verifying the eligibility of write-in candidates in accordance
with Section 2 of this Article; for counting said ballots; for recording the votes for all candidates;
and for announcing the results of the Election to the general membership at the Annual Meeting.
(c) The Secretary shall furthermore ensure that complete, auditable records of the ballots
received and election results are available for review for one (1) year from the date of the

Section 5. If a vacancy occurs on the Board between elections, the Board may appoint any
member of the Club in good standing to fill the vacancy.

Section 1.
(a) The Board shall meet at such times as its members determine collectively by vote, or
at the call of the President. Such meetings may be held in person at a previously designation
location, via telecommunications, or by other means.
(b) Board meetings shall be open to the general membership; however, such general
members present at meetings of the Board shall not be permitted to vote with the Board, nor may
they enter into the discussions of the Board unless called upon by the chair.
(c) Board business may be conducted at other times without a meeting by printed and
electronic communications, including email, during which the President may determine that a
a consensus of the Board has been reached.
(d) The Treasurer shall monthly provide written financial statements to the Board and
National Club in a physical or electronic form. Said reports shall be summarized for the
appropriate time period and printed in the Club newsletter for distribution to the members at least
once a year.
Adopted December 15, 2013, 6

Section 2.
(a) The Secretary, or the Secretary’s appointee, shall notify all members of the Club of all
general meetings by written notice posted to the Club’s website at least five (5) days before the
designated day of the meeting, and by email at least five (5) days before the meeting. Each such
notice shall state the agenda for the meeting; however, the President may modify the agenda
during the meeting upon motion of an Officer and approval by a majority of the Voting Board
present, provided that no action requiring a vote of the members shall be added to the agenda
without prior notice to the members at least five (5) days prior to the meeting.
(b) The President or Secretary shall notify all Board members of meetings of the Board,
by written notice, mailed or sent by electronic means, at least five (5) days before the designated
day of the meeting.
(c) A simple majority of the voting membership of the Board shall constitute a quorum at
any meeting of the Board.

Section 3.
(a) Robert’s Rules of Order shall be the parliamentary authority for all meetings of the
general membership of the Club and for all meetings of the Board.
(b) The Secretary, or the Secretary’s appointee, shall have available at all meetings a
copy of Robert’s Rules of Order and a copy of these Bylaws.

Section 1. Unless otherwise determined by special action of the Board, the fiscal year of the Club
shall be the calendar year.

Section 2.
(a) There shall be annual dues for all Active Members of the Club, as established by the
National Club.
(b) The above provisions notwithstanding, the Board may provide for and grant special
dues schedules in conjunction with special types of membership, as defined hereinbefore in
Article IV,

Section 3.
Section 3. In the event that this Club’s affairs dictate the need, the Board may propose an
additional local dues structure. This proposal must be favored by two-thirds (2/3) of the voting
members present at a duly constituted meeting of the general membership of the Club. The intent
to impose additional dues must be stated in the published agenda sent out prior to the meeting.

Section 4. Whenever possible, fees should be established by the Board to cover the cost of events
providing benefits only to participants or to other subsets of the Club’s members, provided that
the Board may decide to have the Club cover all or part of the cost of any particular event in
order to encourage participation by the members.
Adopted December 15, 2013, 7

Section 1. No part of the Club’s earnings shall inure to the benefit of any of its officers, directors,
members, or any other private individual.

Section 2. All persons or corporations extending credit to, contracting with or having any claim
against the Club or its Board, shall look only to the funds and the property of the Club for the
payment of any debts, damages, judgment or decree, or any other monies that may become due
and payable to them from the Club or the Board, so that neither the members of the Club nor its
Board shall be personally liable, therefore.

Section 1.
(a) These Bylaws, and any portion thereof, may be amended, altered, or repealed, in
whole or in part, by an affirmative vote of two thirds (2/3) of the voting members present at any
duly constituted Board meeting of the Club.
(b) There shall be written or electronic notice of the meeting to amend, to be sent to all
members of the Club no less than five (5) days before the designated day of the meeting. The
written notice shall contain the subject matter of the proposed Bylaws change(s).

Section 2.
(a) Amendments may be proposed by the Board, or by any two (2) voting Club members
in good standing.
(b) Proposed amendments shall be submitted to the Secretary in writing, in person, by
mail, or electronically, by the proponents of said amendments, or verbally by the Board.
(c) The Secretary shall cause the complete text of the proposed amendment(s) to be
included in the notice of the general meeting at which said proposal(s) are to be submitted to a
vote by the general membership.

The standard of conduct for our members is incorporated from the BMW CCA Operations
Manual as follows:
For the BMW CCA to be a positive experience for all members it is incumbent upon all
members, with regard to their fellow members, Club officials and employees, their chapters and
Adopted December 15, 2013, 8
the National organization, to conduct themselves in a courteous and ethical manner. Following
are the standards of conduct to which members of the BMW CCA are expected to adhere:
2.10.1 BMW CCA Members Standards of Conduct
The mission of the BMW Car Club of America, Inc. (BMW CCA), is to enhance the BMW
experience for our members by providing services, support, information and activities that
promote camaraderie and encourage social awareness and responsibility.
The BMW CCA is an organization that welcomes everyone, whatever his or her age, background
or car model. With a large membership, it is appropriate to establish basic standards of conduct
that govern our interactions with each other. Therefore, the following Standards of Conduct have
been established. Changes shall require a majority vote of the Board of Directors. Simply put –
 Treat others with the respect and consideration with which you would like to be treated.
 All members will treat each other with common courtesy.
 Personal confrontation, conflict and verbal, visual or physical abuse will not be tolerated.
 Personal criticism or defamation of one individual by another will not be tolerated.
 Personal responsibilities include:
 Complying with all Club policies, rules, bylaws and minimum standards.
 Maintaining appropriate behavior.
 Not assisting others who are attempting to knowingly violate any policy, rule, bylaw or
minimum standard, or are attempting to commit an unethical act.
 Abiding by the rules of competition when participating in a competitive event.
When acting in an official capacity and representing BMW CCA, its programs or its chapters,
members are responsible to accomplish their volunteered duties in accordance with the following
 Make certain the organization is operating legally.
 Take precautions to minimize or eliminate risk, especially with regard to individual
safety, property protection, and legal liability. Act so as to safeguard organization assets.

Section 1. Membership in the Club and participation in Club events are privileges and not rights.
Section 2. Disputes concerning Club matters occur on occasion between and among Club
members or between the Club and the National Club. These disputes (hereinafter referred to as
“Internal Disputes”) would not exist but for the fact that an individual voluntarily chose to join
the Club or to participate in Club events or the Club voluntarily chose to affiliate itself with the
National Club.
Section 3. Whenever possible, Internal Disputes should be resolved exclusively within the
organizational structure of the Club and not in the public courts, irrespective of whether a
member claims to have sustained injury, damage, or loss.
Adopted December 15, 2013 9