Bylaws

1.1 Identity and purpose

The Club is BoneShakers Social Club, also identified in existing records as BSSC C3. Its purposes are fellowship among motorcycle enthusiasts and nonriders who share its values, community service, charitable fundraising, and assistance to people in need, particularly within Hampton Roads. Its activities must remain consistent with its Articles of Incorporation and applicable charitable and tax requirements.

1.2 Nondiscrimination

The Club prohibits discrimination based on race, creed, color, religion, national origin, disability, age, or another status protected by applicable law. Express age requirements for membership and youth programs remain subject to applicable law.

1.3 Order of authority

Applicable law and the Articles of Incorporation control these bylaws. These bylaws control operating policies, forms, tools, and individual instructions. A policy or administrative update cannot change a right, qualification, fee, voting threshold, or authority established by these bylaws.

The rules in the current edition of Robert's Rules of Order Newly Revised govern applicable parliamentary matters that are not inconsistent with law, the Articles, these bylaws, or valid special rules of order. Express bylaw provisions, including authorized proxies and electronic procedures, control where they differ from the parliamentary authority.

1.4 Official version

The Secretary maintains the approved digital master, effective date, revision history, adoption record, and superseded versions. Official distribution is through the designated current version in the Management Portal. The Club does not distribute printed or downloadable reference copies. The Secretary assists members who need help accessing the current version. Required legal inspection and record-access rights are preserved.

2.1 Full voting membership

An applicant for full membership must be at least 21, support the Club's purposes and conduct standards, meet the admission requirements, and receive the required approvals. Motorcycle ownership is not required. Operators must meet applicable licensing, insurance, and safety requirements.

A full member in active good standing has one membership vote, subject to election deadlines and any properly imposed restriction. A valid dues exemption satisfies the annual-dues requirement. Recognition as a Lifer, Past President, or Charter Member does not create a second vote.

2.2 First time admission

Applicants complete three qualifying hang-around events, followed by a separate prospect period of three to six months. The Board may grant a documented extension beyond six months with a specific deadline and remaining requirements. Completing time or events alone does not confer prospect status or membership.

An eligible active member sponsors each prospect. The Board reviews eligibility, participation, service, conduct, and required documents. Full admission requires a majority Board recommendation followed by approval by a majority of valid membership votes cast at a meeting with a quorum. Activation also requires current paperwork and payment of applicable charges.

Applicants must provide recorded consent before background screening. Consent may be collected through the approved online application. Screening information is restricted to authorized admission reviewers. Screening procedures must satisfy applicable requirements for the method and provider used.

Prospects must demonstrate meaningful volunteer participation during the prospect period. The sponsor documents their contribution for Board review. No fixed hourly minimum applies.

2.3 Honorary membership

An active member in good standing may nominate a person whose contributions support the Club's mission. The Board may award honorary membership by majority approval at a meeting with a quorum. The Secretary records the contribution, decision, and nominee's verbal acceptance. A signed acceptance or conduct acknowledgment is not a prerequisite to activation; applicable conduct and activity rules still apply.

Honorary Members pay no annual dues, have no membership vote, and have no attendance or volunteer minimum. Annual renewal may be confirmed verbally and recorded. Honorary status does not automatically authorize a membership back patch; honorary insignia requires separate Board approval.

Routine access includes calendars, general announcements, photographs, and charitable updates. It excludes voting tools, confidential Board discussions, disciplinary files, and private member records, subject to required legal record-access rights.

An Honorary Member must become an eligible full voting member before holding a director or core officer position. A person never fully admitted must complete standard prospecting. A former full member may use reinstatement only if eligible under section 2.4.

2.4 Returning former members

A completed October 1 through September 30 membership year without renewal distinguishes reinstatement from ordinary late renewal. Former full members who missed no more than two consecutive completed membership years may use the returning-member process. A longer gap requires standard prospecting. Expulsion, resignation restrictions, and unresolved discipline cannot be bypassed by payment or reinstatement.

The Board authorizes the start of a minimum 90-calendar-day return period and records its start. An eligible active sponsor guides the applicant. During the return period the applicant completes two general meetings and two rides or events, including one Board-approved volunteer event. A single activity is not counted as both a meeting and an event.

Reinstatement requires a majority Board recommendation, a majority membership approval vote with a quorum, current membership paperwork, and applicable payment. Until activation, the applicant has no active-member voting, office eligibility, or unrestricted confidential access. Independently retained historical patch permissions remain separate.

2.5 Sponsorship and Charter recognition

Sponsorship is a support relationship, not voting membership. Board-approved sponsors receive the recognition and benefits in their agreement, but sponsorship alone grants no vote, office eligibility, or confidential member access. An individual sponsor seeking membership must qualify separately.

Charter recognition identifies members who joined in the founding year, 2005. It does not independently exempt annual dues or other requirements.

2.6 Other affiliations

Applicants and renewing members must disclose other relevant affiliations. Membership in another motorcycle club, riding club, or motorcycle social club is incompatible with ordinary BSSC membership, except for the expressly permitted affiliations with Patriot Guard Riders, HOG, and Red Knights. Knights of Solomon Brotherhood is not a named exception.

The President and Board review disclosures and whether an organization falls within this definition. Attending another club's events does not itself constitute membership. Joining an unrelated charity, veterans organization, or business association does not itself trigger this restriction; a motorcycle-focused organization must still be evaluated under the definition. No general power to waive the restriction is created by this section.

3.1 Membership year and charges

The membership year runs October 1 through September 30. Annual dues are $50 unless changed through authorized amendment of the governing fee provision. An annual-dues exemption does not waive a distinct reinstatement or replacement charge.

New applicants pay $100 total: a nonrefundable $50 initial payment, credited toward initial membership, due with the application or no later than the next regular club meeting; and a $50 one-time patch payment upon acceptance and patch issuance. The first payment is not refunded if admission is denied. It is not an additional charge on top of the initial $100.

Approved returning applicants pay $50 annual dues plus a $25 reinstatement fee after approval. A returning member with a retained valid annual-dues exemption pays the $25 fee only. A forfeited recognition or exemption is not restored merely by paying the fee.

Full members activated after August 1 and before October 1 receive coverage through the following September 30. This treatment applies to both new and reinstated members. October through December activation follows the new membership year's normal September 30 end. Annual confirmation and election deadlines still apply.

3.2 Renewal deadlines and election eligibility

Annual dues are due by the first Tuesday in October. Members may renew through the first Tuesday in November and remain in good standing during that grace period, provided no other restriction applies. These are calendar deadlines even if a meeting is rescheduled.

Dues-exempt members confirm renewal by the same November deadline without payment. Honorary confirmation may be verbal. Late completion restores active status within the same membership year but does not restore the vote in that December's director election.

The Board may extend an individual's election-renewal deadline for documented administrative error, payment-system failure, or extraordinary circumstances. Approval requires two-thirds of directors present and voting, with a quorum, before election voting begins. The requester does not vote on their own request. Reasons and the decision are recorded. The exception does not grant a vote to a nonvoting class. Section 6.4's statutory minimum applies.

3.3 Annual dues exemptions

Lifers and recognized Past Presidents are fully exempt from annual dues. Honorary Members are also exempt. Ordinary Lifer exemption begins at the first renewal after eligibility is earned and verified. Already-granted early candidate exemptions remain honored for the membership year already covered; no retroactive bill is imposed for that covered year.

A President serving a first elected presidential term is exempt at the October renewal during that term, conditional on completing the term. If the term is not completed, the waived dues become payable unless another exemption applies or the Board grants the approved Past President hardship recognition. Completion earns the continuing Past President exemption. No collection-and-refund arrangement is required.

3.4 Processing fees and standing

The Board may adopt a published processing-fee schedule based on payment-processing costs, subject to provider and applicable requirements. Fees are disclosed before payment and recorded separately from dues. The fixed 3 percent clause is replaced.

Good standing means satisfying applicable renewal, financial, and conduct requirements, including valid exemptions. An old, resolved disciplinary action alone does not permanently disqualify a member from recognition. A pending complaint is not a finding of misconduct. Loss or restriction of rights follows the applicable provision and fair process; attendance tallies alone do not automatically terminate membership.

4.1 Ordinary annual participation

Ordinary active full members attend at least three general meetings and two club rides or events per calendar year, January 1 through December 31. Lifers, Past Presidents, and Honorary Members are exempt from ordinary attendance and volunteer minimums. Holding a director, officer, sponsor, or assigned role still carries that role's duties.

New and reinstated full members begin the full annual requirement on January 1 following activation. Separate prospect and reinstatement requirements still apply. A July reminder advises members whose records do not yet show the annual minimum; it is a courtesy reminder, not discipline.

4.2 Attendance review and hardship

The Board may approve a documented attendance hardship exception for one specified calendar year by two-thirds of directors present and voting, with a quorum and applicant recusal. Any extension requires review. Section 6.4's statutory minimum applies.

Before acting on an annual shortfall, the Club gives written notice and at least 14 calendar days to correct the record or explain circumstances. The normal first corrective step for an unexcused shortfall is a written improvement plan. Otherwise-eligible membership and voting rights remain intact during the plan. Failure to meet the plan requires further Board review, not automatic removal.

4.3 Lifer recognition

Ordinary Lifer recognition is automatic after ten qualifying consecutive years of active membership, applicable pre-award ordinary participation, and good standing are verified. The Web Administrator verifies membership dates and continuity from the official records; the Secretary jointly verifies other criteria and records the recognition. They notify the Board; no ordinary award vote is required.

The Board may preserve service before a documented extraordinary-circumstance gap by two-thirds of directors present and voting, with a quorum and applicant recusal. Time away does not count as service. Without an approved gap exception, an unearned Lifer clock restarts on reactivation. Earlier service remains in historical records. Section 6.4's statutory minimum applies.

4.4 Past President recognition

Completion of a full elected presidential term in good standing earns Past President recognition. The Board may grant a documented exception for serious illness, extraordinary hardship, or another unavoidable circumstance preventing completion, by two-thirds of directors present and voting with a quorum. The applicant does not vote. Misconduct removal does not automatically qualify for this exception. Section 6.4's statutory minimum applies.

4.5 Historical recognition and departure

A Lifer leaving in good standing without joining another related club retains historical Lifer recognition. Expulsion ends active membership and privileges but does not erase the historical Lifer honor. A Lifer who leaves to join another related club, or joins one later, forfeits Lifer recognition; the historical registry is retained and marked forfeited rather than deleted. The affiliation exceptions in section 2.6 apply.

Historical recognition does not confer active membership, a vote, office, confidential access, or authority to speak for the Club. Past presidential service remains a historical fact even after departure.

4.6 Patches and other property

Club names, logos, membership patches, and insignia remain Club property except for permissions expressly granted here. A departing member returns club-owned membership insignia within seven calendar days unless a documented extension is granted. Personally purchased ordinary merchandise, including shirts and hats, may be retained.

Lifers and Past Presidents leaving in good standing without joining another related club may retain and wear their club patches, including the back patch and applicable recognition patch, without claiming current membership or office. Expelled members must return club-owned insignia. A later related-club affiliation ends the retention and display permission and triggers return within seven calendar days of the triggering affiliation. A documented extension does not waive the obligation. Other Club assets, funds, and records must still be returned.

5.1 Regular annual and special meetings

Regular membership meetings occur on the first Tuesday of each month. The Board sets and announces time and location. The annual director election occurs on the first Tuesday in December unless properly rescheduled under the existing annual-meeting authority. Members receive annual-meeting notice at least 14 and no more than 60 days beforehand.

Special membership meetings may be called by the President, a majority of the Board, or written request of at least 20 percent of voting members. Notice is given at least 14 and no more than 60 days beforehand and states the purpose, date, time, location, and initiating person or group. Only noticed business is considered. A removal or dissolution proposal also satisfies its specific notice provisions.

Emergency administrative action must follow authorized Board meeting, unanimous-consent, safety, or spending procedures. An emergency label does not dispense with required membership notice or authorize unnotified member action.

5.2 Quorum and voting

Membership quorum is one-third of eligible voting members, rounded up, represented in person, through authorized verified live remote participation under section 6.3, or by a valid proxy. Receiving or submitting an election link alone does not constitute attendance for quorum. Ordinary motions require a majority of valid votes cast, excluding abstentions, unless law, the Articles, or these bylaws require a different threshold. Abstentions do not reduce the attendance needed for quorum.

5.3 Member proxies

An eligible member may authorize one attending eligible member to cast a proxy. The authorization must be signed or verifiably electronically authorized, dated, and specific to the meeting or voting session. Each attending member may carry no more than one proxy, in addition to their own vote. The Board cannot authorize additional proxies.

Authorizations are provided to the Secretary or designated election reviewer before use and retained with the meeting records. A member may revoke an unused proxy through a recorded notice. Direct and proxy votes cannot both be counted for the same member and question. The proxy must follow any voting directions in its authorization.

5.4 Notices and voting records

Notices may be delivered personally or through authorized mail, email, text, or electronic channels that meet applicable requirements. The Secretary retains notices, voter-eligibility records, proxy authorizations, vote totals, and minutes. A record date or adjournment must not override the explicit renewal deadline or applicable law.

6.1 Collective authority and Board size

The Board directs Club affairs collectively, subject to powers reserved to members. An officer's rank does not permit overriding a Board or membership decision. A director has one Board vote, regardless of the number of roles held.

At its regular meeting on the last Tuesday in October, the Board records the number of otherwise-eligible voting members, including those within the renewal grace period, and determines the following term's Board size under this table. Honorary Members and prospects are excluded.

The total includes the President and any outgoing President continuity seat. It does not resize during the year. A reduction is implemented through expiring seats and may require a transition because unexpired two-year terms are protected.

6.2 Director qualifications and terms

A director must be an eligible voting full member in good standing with at least one completed year of active full membership by taking office. Candidates demonstrate leadership and commitment to Club purposes and satisfy the applicable renewal qualification.

Candidates attend at least 75 percent of general membership meetings actually held from January 1 of the election year through the close of nominations, rounded up. This qualification applies to Lifers and Past Presidents seeking election, despite their ordinary membership attendance exemptions. Appointees satisfy the same attendance qualification measured through appointment consideration.

The Board may approve a documented attendance hardship exception for a specified election or appointment by two-thirds of directors present and voting, with a quorum. The applicant does not vote. It does not waive the one-year membership or other qualifications. Section 6.4's statutory minimum applies.

Ordinary elected directors serve staggered two-year terms beginning January 1. Elections occur annually. The number of openings may vary to accommodate presidential service, the outgoing President, changes under the size formula, and protected unexpired terms. Reelection is permitted.

6.3 Director election

Nominations occur at the first Tuesday in November membership meeting. The Secretary verifies qualifications using official records, including collaboration with the Web Administrator. The announced ballot states the number and terms of available seats. Nominees consent to serve.

Each eligible voter selects up to the number of open seats, with no more than one vote for a candidate. Highest vote totals elect the directors. When the same ballot includes full two-year terms and shorter unexpired terms, award the full terms to the highest vote-getters and then the shorter terms in descending length to the next successful candidates. Announce the allocation before voting. A tie affecting the last available seat or allocation of unequal terms is resolved by longest current uninterrupted membership; if still tied, use a witnessed random draw recorded in the minutes. No runoff is required.

Electronic ballots may be submitted by attending or absent eligible members only during the voting window at the official election meeting. A common GroupMe link and QR code are the preferred access method. Before use, the system must verify eligibility, prevent duplicate or direct-plus-proxy voting, protect ballot secrecy, and permit independent certification. Birthday alone is not an approved identity safeguard. Two neutral noncandidate reviewers certify electronic results. The President may oversee procedure but may not tally their own contested election.

For the 2026 election, remote voters must be offered authorized live phone/video participation, with verified identity and a reasonable opportunity to participate and follow proceedings substantially concurrently. Ballot access alone does not establish meeting attendance or quorum. A separate election provision effective January 1, 2027 is not authority for the 2026 election.

6.4 Board quorum and voting

Except where applicable law expressly provides a different quorum for a particular action, Board quorum is the greater of (a) more than half of serving directors and (b) one-third of the fixed or prescribed Board size, rounded upward. Directors may participate in person or by authorized live phone/video means through which all participating directors can hear each other simultaneously. Directors must cast their own votes; no Board proxy is permitted. A properly called meeting with a quorum may proceed without an absent director. Views sent beforehand are not a vote.

Ordinary Board action requires a majority of eligible directors present at a meeting with a quorum; abstentions do not reduce the number of affirmative votes required. Expressly higher thresholds remain controlling. Every Board approval must also satisfy the applicable statutory minimum: through December 31, 2026, a majority of directors present; from January 1, 2027, a majority of directors with the right to vote present, unless an express statutory exception applies. The ordinary rule does not replace the special financial-conflict approval route in section 9.6 or an expressly applicable statutory vacancy rule. Record the prescribed seat total, serving total, attendance, recusals, applicable quorum and required affirmative count before voting.

6.5 Board meetings and notice

Regular Board meetings occur on the last Tuesday of each month, at the announced time and location. The Secretary calls a special Board meeting at the request of the President or any three directors. Every director receives at least 24 hours' notice stating purpose, time, and participation arrangements. Shorter notice requires a written waiver from every director entitled to notice. A longer specific notice requirement remains controlling.

6.6 Action without a meeting

Without a meeting, Board action requires every serving director's explicit recorded consent to the same exact proposal. A GroupMe consent request may specify a 24-hour response period. Silence, abstention, or a no response prevents action by this route. It may instead be considered at a properly called meeting. Electronic consents identify the director and are retained by the Secretary. Action takes effect when the final required consent is received, unless a lawful later date is specified.

6.7 Attendance resignation and vacancies

Directors notify the President before an absence when practicable; the President notifies the Vice President for their own absence. Retain the source's 24-hour advance notice where possible, with prompt notice for emergencies. The Secretary records the Board's decision. A majority Board vote, excluding the affected director's vote, determines an excused absence.

Three unexcused absences from regular Board meetings in a calendar year, consecutive or not, trigger written notice and Board review. Approved absences do not count, and authorized live remote attendance counts as attendance. There is no automatic removal. Removal from an elected director seat follows Article 8.

A director may resign by written notice to the President, effective on receipt unless a later date is specified. Within 60 days of a vacancy, the remaining Board nominates eligible willing candidates, verifies qualifications, and appoints by majority approval at a meeting with a quorum. The Secretary records the vote and announces the appointment to members. The appointee serves until the next annual election, when members elect the unexpired remainder of the original term. Appointment does not start a new full two-year term.

7.1 Core officers and qualifications

The five core offices are President, Vice President, Secretary, Treasurer, and Sergeant at Arms. They are held by eligible directors. Normally an officer must have completed one year of Board service by taking office; prior Board service counts. If no director who meets the one-year Board-service requirement is otherwise eligible, willing, and able to fill an officer position, the Board may waive only that Board-service requirement for a specified nominee and officer term by the affirmative vote of at least two-thirds of the full Board, rounded up, at a meeting with a quorum. This exception is available for President, Vice President, Secretary, Treasurer, and Sergeant at Arms. The Board must consider the nominee's Club service, relevant skills, demonstrated judgment, and understanding of the duties of the specific office; Club seniority alone is not sufficient. The nominee does not vote on their own exception, and that recusal does not reduce the full-Board approval threshold. The Secretary records the reason for the exception, the qualifications considered, the vote, and the officer term in the minutes. All other director and officer qualifications remain in effect. Section 6.4's statutory minimum applies.

The President and Treasurer must remain separate persons. The source permits other combined offices; this draft does not expand that permission or authorize an unlawful combination.

7.2 Selection and terms

After the outgoing Board's final regular December meeting, the incoming directors convene an organizational session on the last Tuesday in December. Their advance authority is limited to choosing officers for the coming term. Each core officer is elected separately; the President does not assign those offices.

The President serves two years, first for January 1, 2027 through December 31, 2028, subject to timely adoption. The other four core officers serve one-year terms. All take office January 1. Reelection is permitted. A continuing President is not subjected to a new annual presidential election during the unexpired term. Other officers must retain a valid director seat to hold office.

The President retains director status throughout the two-year presidential term without an intervening director reelection, subject to resignation and proper removal. After completing a full presidential term in good standing, an outgoing President has a guaranteed one-year continuity seat within the calculated Board total. A returning President or continuity-seat holder may hold another office if eligible, but counts as only one director.

If a valid elected director term overlaps the outgoing President's continuity year, the person counts once and has one vote. Expiration of the continuity year does not end a longer valid elected director term. Seek volunteers first for any necessary one-time extensions to establish rotation. Such extensions take effect only through formal approval of a separate named transition schedule stating authority and end dates; no unexpired term is shortened. This provision creates no permanent power for the Board to extend its own terms.

7.3 Core duties

The President chairs Board and membership meetings, coordinates operations, represents the Club, supports ongoing approved projects, reviews the Treasurer's budget proposal, and executes authorized contracts. The President acts within delegated powers and cannot unilaterally amend rules, appoint elected core officers, finally expel members, or bypass required approvals.

The Vice President supports the President, coordinates orientation and operations, and performs presidential duties during temporary absence. The Secretary preserves minutes, notices, governing documents, official decisions, and transition records. The Treasurer maintains financial accounts, records, receipts, deposits, reports, budgets, and required filings. The Sergeant at Arms maintains order, supports safety, provides informal counseling and immediate situational safety action under section 8.1, and refers formal discipline to the Board.

7.4 Officer vacancies and succession

The Board elects an eligible director to fill a nonpresidential officer vacancy for the remainder of the existing officer term. Leaving an officer role does not alone vacate the elected director seat.

On a permanent presidential vacancy, the Vice President automatically becomes President for the remainder of the existing presidential term. If unable or unwilling to succeed, the Board elects an eligible willing director for that remainder. Fill the resulting Vice President or other vacancy separately. Temporary absence creates acting duties, not permanent succession or a new term. Recognition for partial presidential service is governed separately by section 4.4.

7.5 Operational roles and committees

Road Captain, Tail Gunner, Good Will Ambassador, Web Administrator, and other authorized operational roles do not by themselves confer a director seat or Board vote. A director holding an operational role retains their existing director vote. The Good Will Ambassador remains appointed at the President's discretion. Other role appointments follow a documented Board designation or authorized policy; core offices remain elected.

The Board may establish advisory or operational groups of at least two people. Creation and appointment of an advisory or operational group require two-thirds of all directors present at a meeting with quorum. They may plan and recommend within their assigned responsibilities but cannot exercise Board powers. The President may serve if appointed; appointment alone does not supply a committee vote or director seat.

A committee exercising delegated Board authority must include at least two directors. Creation and appointment require the greater of (a) a majority of all directors in office and (b) two-thirds of all directors present at a meeting with quorum, with section 6.4's statutory minimum also satisfied. State its membership, voting status, purpose, authority and duration in the appointment record. Non-director advisers may not vote on matters exercising Board authority. Through 2026, appoint voting Board-function committee members from the directors; the 2027 statute also expressly permits non-director participants without a vote on Board functions.

Apply the statutory Board-meeting, notice, consent, quorum and voting requirements to committees exercising Board authority. Committee quorum is at least one-half of serving committee members, rounded upward, unless the Board lawfully specifies another quorum; a Board-function committee's quorum may never fall below the applicable statutory one-third floor. No Board exception may waive applicable law. Committee members vote personally, without proxies. Regular committee meetings require no separate notice unless the Board directs otherwise. Give at least seven days notice for special committee meetings through personal delivery, email or electronic communication. Retain written waivers and apply statutory limits before treating attendance as waiver; attendance with a timely objection does not itself waive notice. Committee meeting times and locations are set by the Board or committee and stated in any notice. Advisory groups cannot bind the Club merely by using Board-meeting procedures.

Delegated authority must be written and limited. A committee may not approve or propose action that law reserves to members, fill Board or committee vacancies, amend the Articles or bylaws, approve a merger, approve dissolution, or take over the Club's general daily management. Appointment does not remove the Board's responsibility for oversight.

7.6 Handover and continuing decisions

Essential role access is available when the successor takes office. Remaining Club records and property transfer within seven calendar days, using a jointly acknowledged checklist. The rule also applies to midterm replacements. Document external bank or provider delays and report them to the Board. Preparation and orientation may occur after selection without transferring governing authority before the term starts.

Approved projects, agreements, and budgets remain in effect through leadership changes until properly amended, canceled, completed, or expired. Leadership change alone does not revoke them or extend an expired budget or contract.

8.1 Standards and reporting

Members and participants follow the adopted Code of Conduct and applicable safety rules. Ordinary complaints are submitted in writing to the President. Complaints involving the President go to the full Board through any unconflicted director. Conflicted individuals do not decide their own case. An unconflicted presiding person manages the review; the Vice President does not decide a presidential complaint alone.

Confidentiality does not prohibit good-faith reporting to appropriate authorities, required disclosures, or confidential professional advice. Retaliation for a good-faith complaint or cooperation in review is prohibited. Failure to substantiate a complaint alone does not establish deliberate falsehood. Knowingly false accusations may be reviewed through fair procedure.

The Sergeant at Arms may provide informal counseling and take immediate situational action to protect safety or restore order, including stopping unsafe participation in a ride or event. Informal counseling is not a formal disciplinary warning or finding. Immediate safety action does not authorize unilateral formal discipline. Record the reason and scope of temporary safety restrictions and refer them for timely Board review.

8.2 Fair review and member sanctions

Before final discipline, give written allegations, a meaningful opportunity to respond, impartial consideration, a recorded decision, and notice of the result and appeal rights. Record the reasons, sanction, duration where applicable, and vote. Protect private information without withholding the information needed for a fair response.

Formal disciplinary warnings, whether verbal or written, probation, and membership suspension require majority Board approval under section 6.4 and the fair-review process. An officer may communicate an authorized sanction but may not approve it alone. Membership expulsion requires two-thirds of directors present and voting with a quorum. Section 6.4's statutory minimum applies. Consider the most severe sanction first; a failed expulsion motion does not itself authorize a lesser sanction without a separate decision.

Immediate temporary safety measures may protect people, property, or orderly activity while a matter is reviewed. They are not final expulsion, removal from an elected seat, or a permanent substitute for review.

An appeal is submitted within 30 days of the disciplinary decision. The Board decides within 30 days after receipt unless good cause for extension is documented. A Board appeal cannot reverse a removal decision reserved to the membership.

8.3 Elected director and officer removal

Removing membership, an elected director seat, and an officer assignment are distinct actions. An officer-removal motion does not by itself remove an elected director seat. A general discipline clause cannot bypass an express removal process.

An elected director may be removed with or without cause by two-thirds of valid membership votes cast, excluding abstentions, at a properly called meeting specifically noticed for removal, with a quorum. Retain the source initiation routes of a majority Board request or a petition signed by 25 percent of voting members. Give the affected director at least 14 days' written notice, reasons, and an opportunity to respond. The vote is by secret ballot, and the result is recorded.

Removal of a nonpresidential core officer from the officer role requires two-thirds of directors present and voting, with quorum, notice, opportunity to respond, and the affected officer not voting on their own removal. Section 6.4's statutory minimum applies.

8.4 Presidential removal

A written complaint with specific allegations and available evidence is submitted to the Board. Retain the source schedule: initial Board review within ten days; if investigated, a three-person impartial committee with an unconflicted director, neutral general member, and external or past officer; investigation within 30 days; Board hearing within seven days after the investigation. The President receives allegations and an opportunity to respond.

Referral to the membership requires affirmative votes from two-thirds of all eligible unconflicted serving directors. The President and other conflicted directors are excluded from that denominator. The membership decides removal by two-thirds of valid votes cast, excluding abstentions, with a quorum and secret ballot. The Secretary certifies and records results with neutral reviewers.

Hold the membership removal meeting within 30 calendar days after Board referral. Give members at least 14 calendar days' written notice stating the removal purpose. A rushed emergency meeting must not bypass notice or hearing protections. Preserve three neutral paper-ballot counters; approved electronic certification uses two neutral noncandidate reviewers.

9.1 Fiscal year budget and continuity

The fiscal year is January 1 through December 31. The Treasurer starts budget preparation in September, submits a draft to the President by October 15, receives presidential comments by October 31, and submits the revised proposal to the Board by November 15. Target Board approval is the last Tuesday in November; if needed, complete approval in December before January 1. The President reviews but has no unilateral veto. The Board adopts the annual budget; membership approval is not required under this revision.

Material budget changes require Board approval. Budget adoption does not replace transaction-level approval, authorize restricted-fund diversion, or confer signing authority. Leadership changes do not cancel the adopted budget.

9.2 Operating purchases

Related purchases or commitments must not be divided to avoid a limit. Receipts and approval evidence are retained. The detailed financial policy applies to all funds without overriding restrictions or special donation rules.

9.3 Presidential discretion and emergencies

The President may spend up to $300 in aggregate per month for ordinary necessary operating expenses without prior approval under the ordinary matrix. Submit receipts to the Treasurer within 14 days; include spending in monthly reports. The Board reviews this delegated authority at its first meeting each calendar year and may renew, modify, or revoke it as the source authorizes. It does not authorize charitable donations or restricted-fund misuse.

For a genuine emergency threatening safety, property, or essential operations, the President and Treasurer jointly may authorize up to $1000 per incident when delay would cause harm. Promptly notify the Board, retain receipts and justification, and provide documented review at the next meeting. Larger commitments require proper Board approval. This is delegated spending authority, not a nonunanimous text-message Board vote.

9.4 Donations restricted funds and contracts

Every charitable donation requires Board approval regardless of amount and follows the Community Giving policy. Unrestricted operating purchases are not charitable donations merely because they support Club administration. The emergency operating delegation does not authorize charitable grants.

Separately track donor-restricted funds and use them only for authorized purposes. Any reallocation follows donor terms and applicable requirements; a Board vote alone does not release donor restrictions. Board-designated unrestricted funds are identified separately. A bank transfer is not new revenue or an expense by itself.

The President or another Board-designated signer executes contracts only after required spending and commitment approval. Checks and payment instruments are executed in the Club's name by Board-designated authorized signers. An individual cannot bind the Club outside authorized powers.

9.5 Collection reports and review

Authorized collectors may receive money with a receipt or collection record and documented handoff. The Treasurer is responsible for official accounting and deposits. Maintain records of payer, purpose, amount, date, approval, fund, and supporting documents.

Provide financial reports at least monthly to the Board and membership, plus the source's weekly executive summaries and annual financial statement under the financial policy. Conduct an annual independent internal financial review by people not handling the funds reviewed. An external CPA audit is required only when applicable requirements or the Board require it. Preserve member and director inspection rights subject to privacy and law.

9.6 Financial conflicts

A director discloses a financial interest in a transaction benefiting themselves, close family, or their business, and does not vote on it. The Secretary records the disclosure and recusal. The interested person may provide factual information; unconflicted decision makers evaluate the Club's interest and terms. For approval under the disinterested-director route in Virginia Code section 13.1-871, obtain affirmative votes from a majority of all disinterested directors on the Board, not merely those attending. At least two disinterested directors must approve. Satisfaction of that statutory threshold supplies quorum for that transaction under that route; otherwise do not use ordinary quorum to substitute for it. The interested director does not vote under this Club rule. Record the material facts, disinterested-director roster, denominator and vote. Refer any alternative statutory approval route for verification before use; a claim of fairness alone is not Club spending authorization.

10.1 Charitable limits

No net earnings are distributed for private gain. This does not prohibit properly approved reasonable compensation for services advancing Club purposes or authorized expense reimbursement, subject to conflict procedures and applicable requirements. Directors receive no compensation for meeting attendance.

No Club representative may undertake an activity prohibited for the organization's applicable tax-exempt purposes or jeopardize eligibility to receive charitable contributions. A receipt does not guarantee deductibility. The Articles' restrictions remain controlling.

10.2 Indemnification

The Club preserves existing lawful indemnification and expense-advance protections through Schedule A, subject to applicable Virginia law. Required successful-defense protection and court-ordered relief are not discretionary Board favors. No revision reduces a lawful right for an act or omission occurring before the revision. No new broader protection or mandatory advance is created merely by clarifying procedure.

Under D-186, Schedule A sections 4 through 6 clarify impartial approval, written repayment undertakings and lawful authority for further indemnity. A beneficiary does not vote on their own payment; use a lawful alternative route where recusal prevents director approval. Record the request, governing standard, eligible decision makers, vote or counsel determination, amount and repayment undertaking where applicable. Schedule A remains part of the bylaws, not an administratively amendable policy.

10.3 Dissolution

Retain approval by two-thirds of members present at a duly convened regular or special meeting, with at least 30 days' written notice to all members, subject to lawful notice waiver and any superior requirement. This is a distinct source denominator, not the votes-cast removal rule. Pay debts and liabilities, then distribute remaining assets only to qualified section 501(c)(3) organizations as required by the Articles and applicable law. No member shares in dissolution assets.

11.1 Bylaw amendments

The Board may amend, repeal, replace, or adopt bylaws by majority approval at a regular or special meeting with a quorum after all directors receive at least 30 days' written notice of the changes. Section 6.4's statutory minimum applies. This authority does not override member approvals expressly required elsewhere or lawfully reserved in the Articles or governing law.

11.2 Operating policies and forms

Administrative forms and tools are maintained in Club Records → Forms and Tools in the Management Portal. The separate Forms and Tools compilation is retained as a historical reference; it is not a third governing document. An existing approved online process may supply the required record without duplicate paperwork.

Substantive operating-policy changes require Board approval and advance circulation with the agenda, plus any longer applicable notice. Responsible administrators may make logged administrative form and tool updates that do not change requirements or rights. Administrative changes cannot override these bylaws, approved fees, eligibility, safety requirements, or voting powers.

11.3 Transition and adoption record

Before adoption, reconcile official source versions, the Articles, voting-law issues, and the named director transition schedule. The adopted package must list superseded provisions and the effective date. The 2026 change to the Board-size range and pre-2027 term/staggering authority require the specific member/Articles checks in the verification report; do not assume a blanket Board vote is sufficient. Pending approval, existing official documents remain in force.

Adopted by ____________________ on ____________________

Effective date ____________________

President ____________________ Secretary ____________________

The following preserves the source Article XIV protections. D-186 updates the approval and advance procedures in sections 4 through 6; other source wording remains for legal verification. Apply section 10.2 and governing law. Existing lawful protections are preserved; no current claim or source adoption history is certified. Original source wording remains available in the source records for comparison.

Section 1 Actions Other Than for The Right of the Club

Each person now or afterwards a director or officer of the Club and such person's heirs, executors and administrators shall (subject to Section 4 below) be indemnified by the Club against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Club) to which he was or is a party or is threatened to be made a party by reason of the fact that the member is or was a director or officer of the Club or is or was serving at the request of the Club as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, if the member acted in good faith and in a manner the member reasonably believed to be in or not opposed to the best interests of the Club, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 2 Actions for The Right of The Club

Each person now or afterwards a director or officer of the Club and such person's heirs, executors and administrators shall (subject to Section 4 below) be indemnified by the Club against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action or suit by or in the right of the Club to procure a judgment in its favor by reason of the fact that the member was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, if the member acted in good faith and in a manner the member believed to be in or not opposed to the best interests of the Club, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such shall have been adjudged to be liable for negligence or misconduct in the performance of the member's duty to the Club unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The termination of any action, suit, or proceeding by judgment, order, or settlement shall not of itself create a presumption that such person did not act in good faith and in a manner which the member reasonably believed to be in or not opposed to the best interests of the Club.

Section 3 Expenses

To the extent that a director or officer of the Club has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 or defense of any claim, issue, or matter therein, the member shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by the member in connection.

Section 4 Authorization

Indemnification under Sections 1 and 2 requires the applicable eligibility determination and authorization under Virginia Code sections 13.1-876, 13.1-880 and 13.1-883, except where mandatory protection or a court order controls. Where section 13.1-880 applies and at least two disinterested directors serve, the director route requires a majority of ALL disinterested directors; a majority of those directors constitutes the special quorum. A properly appointed committee of at least two disinterested directors, special legal counsel, or members may act only through the applicable statutory route. The beneficiary does not vote on their own payment. Do not substitute a majority of those attending or the ordinary purchase matrix for the required determination. Record eligibility, authority and authorization separately where required.

Section 5 Payment in Advance

The Club may advance qualifying legal expenses before final resolution to the extent permitted or required by existing lawful protections and Virginia Code sections 13.1-878, 13.1-881 and 13.1-883. Obtain the signed written repayment undertaking required by law and record the applicable authorization before payment. Under section 13.1-878, use the disinterested-director or lawful member route, with the beneficiary not voting on their own payment. If director recusal prevents that route, use an available lawful alternative rather than self-approval. The undertaking is an unlimited general repayment obligation, need not be secured, and may be accepted without regard to repayment ability. Its repayment conditions follow applicable law, including mandatory indemnification rights. An advance is not a final determination of entitlement or misconduct.

Section 6 Additional Indemnity

Further indemnity may be provided only within authority lawfully established under Virginia Code section 13.1-883 and the applicable Articles, member-adopted provisions or other legally sufficient authorization. This section does not independently grant the Board unlimited power to create broader rights. Preserve the existing exclusion for gross negligence or willful misconduct and apply the statutory prohibition on indemnity against willful misconduct or a knowing violation of criminal law. No allegation alone establishes that an exclusion applies. Further indemnity may continue for former officers or directors and their heirs, executors and administrators to the extent of existing lawful protection. No accrued lawful right is reduced by this procedural clarification.

Section 7 Insurance

The Board of Directors shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against the member and incurred by the member in any such capacity or as a result of the member serving at the request of the Club as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise or arising out of the member's status as any of the preceding, whether or not the Club would have the power to indemnify the member against such liability under any provision of this Article XIV.

Section 8 Related Group

For this Article, XIV, references to the "Club" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any Member who is or was a director, officer, employee, or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article concerning the resulting or surviving corporation as the member would if the member had served the resulting or surviving corporation in the same capacity.