National Association of State Motorcycle Safety Administrators

Article I - Name of the Association

The name of the organization is the National Association of State Motorcycle Safety Administrators (SMSA)

Article II - Purposes of the Association

The SMSA is a 501(c)(3) nonprofit organization that provides leadership for state administered motorcycle safety programs by:

Article III - Membership

Section 1.  General

The SMSA shall have three levels of membership: State; Supporting; and Individual.
Acceptance of a membership shall not imply or bind the SMSA to support the philosophies or policies of any Member, nor to support or participate in projects or undertakings of said Member, nor imply that the SMSA's name or logo may be used to promote a Member's business activity without expressed written approval from the SMSA Executive Committee.

 Section 2. Member Catagories 

 a. State Member 

 Each applicant for State Member shall be the state agency or agencies designated by a State to administer and manage its motorcycle safety program or components of that State's program. State Members shall also include the five branches of the United States military.

State Members shall designate an individual to serve as its SMSA representative for the purpose of receiving notices and otherwise acting on behalf of the State Member in the conduct of SMSA business

 b.  Supporting Member

 Each applicant for Supporting Member shall be an incorporated business, a national association, installation of the US military or an organization that actively and continuously supports the reduction of injuries and fatalities associated with motorcycle crashes and promotes responsible motorcycle operation.

Each Supporting Member shall designate an individual to serve as its SMSA contact for the purpose of receiving notices and otherwise acting on behalf of the Supporting Member.

c.  Individual Member

 Each applicant for Individual Member shall be an individual actively involved in supporting the reduction of injuries and fatalities associated with motorcycle crashes and promotes responsible motorcycle operation.

 Section 3.  Application and Election

State agencies, organizations, associations, branches of the military or individuals seeking SMSA membership shall complete and submit to the SMSA Executive Committee an application for membership.

Membership is contingent upon the affirmative vote of a simple majority of all members of the Executive Committee. Upon approval, the SMSA shall invoice the approved applicant for that calendar year's dues. Official membership starts when the current calendar year dues are received by the SMSA.

Section 4.  Annual Membership Dues

 All SMSA members shall pay annual dues. The amount of the annual membership dues shall be determined by the SMSA Executive Committee and may not be amended more than once in a two-year period. The SMSA Executive Committee shall provide notice to the Members of any impending revision to the annual dues and provide a minimum of 30 business days for comment.

At the conclusion of the comment period, the SMSA Executive Committee shall vote on the proposed revision to the annual dues. Members shall receive notice of the revised annual dues and the effective date of the membership dues.

Membership dues shall be based on a calendar year. Annual dues are non-refundable and are not pro-rated.

Section 5. Termination of Membership

 Any Member may elect to cancel their SMSA membership by submitting written notice to the Executive Committee. Upon receipt of the cancellation of membership, the State, Supporting or Individual Member shall no longer be an SMSA Member and will forfeit any privileges associated with membership until such a time they reapply for membership and are approved.

The SMSA Executive Committee may terminate a State, Supporting or Individual membership for violation of the SMSA Bylaws, Policies or for doing anything which the SMSA Executive Committee and Membership view as being detrimental to the SMSA or the motorcycle safety industry.

The SMSA shall send written notice of grounds for membership termination. The Member shall have ten business days to respond to the SMSA Executive Committee and request a hearing. If no hearing is requested, the membership shall be terminated.

Upon resignation or termination of membership, such Member shall have no right or interest in any property or assets of the SMSA and shall not be entitled to any refund of dues. Terminated Members may reapply for SMSA membership after providing 83 evidence and demonstrating that the grounds for termination have been rectified.

Within thirty days of request of a hearing, a panel shall be appointed by the SMSA Executive Committee to review the facts or mitigating circumstances. Membership privileges shall be suspended until the panel has made its final decision.

Section 6. Membership Classification

The Executive Committee may establish or eliminate membership classifications in the best interest of the SMSA.

Article IV - Voting

Section 1. General 

State, Supporting and Individual Members in good standing, and whose annual dues have been paid in full, shall have the privilege to vote on SMSA business matters. Specific voting privileges for each membership category are defined in Article IV, Sections 2-5.

Section 2. State Member Voting Privilege 

The person assigned by the State Member to be its Designated Representative and act on its behalf in the conduct of SMSA business may cast one vote on the following business matters:

• Election and recall of SMSA officers
• Final approval of Bylaw revisions
• Approval of annual budget
• Other matters deemed necessary by the Executive Committee or the Membership

Section 3. Supporting Member Voting Privilege 

The collective body of Supporting Members shall assign one individual to be its Designated Representative and act on behalf of all Supporting Members in the conduct of SMSA business. The Supporting Members' Designated Representative may cast one vote on the following business matters:

• Election and recall of SMSA officers
• Final approval of Bylaw revisions
• Approval of annual budget
• Other matters deemed necessary by the Executive Committee or the Membership

Section 4. Individual Voting Privilege 

The collective body of Individual Members shall assign one person to be its Designated Representative and act on behalf of all Individual Members in the conduct of SMSA business. The Individual Members' Designated Representative may cast one vote on the following business matters:

• Election and recall of SMSA officers
• Final approval of Bylaw revisions
• Approval of annual budget
• Other matters deemed necessary by the Executive Committee or the Membership

Section 5. Designating a Representative 

 a. State Member Designated Reprtesentative

Each State Member shall designate one person to serve as its Designated Representative to act on its behalf in the conduct of SMSA business.
All State Member Designated Representatives shall be:

• Employed by or under contract with the State Member
• An active participant with specific responsibilities in the Member's motorcycle safety program or activities

Each State Member shall submit to the SMSA Executive Committee, with their annual dues payment, a completed Designated Representative Form containing the following information:

• Member organization or agency
• Representative's name
• Representative's title and position with or relationship to the Member's organization
• Representative's information, including but not limited to current address, phone number(s), and email address

The Designated Representative Form shall be signed by the Member's signatory authority.

It is the responsibility of the Member to maintain a current Designated Representative Form with the SMSA. Votes cast by persons other than those listed as current Designated Representatives shall not be counted.

Only the current Designated Representative of each State Member is eligible for nomination and election to the Executive Committee as Regional Representative.

State Members may change their Designated Representative by submitting a new Designated Representative form to the SMSA Executive Committee Secretary. New or revised Designated Representative forms must be submitted to the ExecutiveCommittee Secretary at least one week prior to any meeting where SMSA business will be conducted.

b. Supporting Members' Designated Representative

The collective body of Supporting Members shall elect one person to serve as their Designated Representative to act on their behalf in the conduct of SMSA business.
The Supporting Members' Designated Representative shall be:

• Employed by or under contract with a current Supporting Member
• An active participant with specific responsibilities in the Member's motorcycle safety program or activities

Supporting Members may change their Designated Representative by a simple majority vote of all Supporting Members.

The current Designated Representative of the Supporting Members will serve as the Supporting Members' delegate to the Executive Committee, as outlined in Article VI.

c. Individual Members' Designated Representative

The collective body of Individual Members shall elect one person to serve as their Designated Representative to act on their behalf in the conduct of SMSA business.
The Individual Members' Designated Representative shall be:

• An active participant in motorcycle safety

Individual Members may change their Designated Representative by a simple majority vote of all Individual Members.

The current Designated Representative of the Individual Members will serve as the Individual Members' delegate to the Executive Committee, as outlined in Article VI.

Section 6. Dual Representation

No Member may represent more than one membership category as a Designated Representative within the same term.

Section 7. Absentee Voting

Absentee ballots will be made available to Designated Representatives unable to attend the Annual Members' Business Meeting prior to the meeting pursuant to the Policies of the SMSA. Specific instructions for absentee ballots shall be included at the time the ballots are distributed.

Article V - Meeting of Members

Section 1. Quorum 

 The presence of a majority of the voting Designated Representatives shall constitute a quorum for the transaction of business. If a quorum is not established, no business shall be conducted.ng on issues which are construed by the Executive Committee as a conflict of interest.

a. Definition of Presence

"Presence" shall be defined as physical or virtual, as deemed appropriate for the specific meeting nature and venue.

Meetings shall be presided over by the Chairperson. In his/her absence, successions shall be Vice-Chair, Secretary and Treasurer, respectively. The Secretary or a delegate acting in his/her behalf shall keep the minutes of such meeting.


Section 2.  Business Meeting

  The SMSA shall have a minimum of one Members' Business Meeting per year to conduct the business of the SMSA. The Executive Committee shall determine the date, time and location.

Section 3. Notice of Meeting 

 The Executive Committee shall notify its Members of the Annual Members' Business Meeting a minimum of ninety days prior to the date of the meeting. The meeting notice shall include:

• Date
• Time
• Location
• Agenda

Section 4. Special Meetings

 Special meetings of the SMSA may be called by the Executive Committee by providing notice to the Members identifying:

• Reason for the special meeting
• Date
• Time
• Location
• Agenda

A quorum must be established prior to conducting a special meeting. To ensure a quorum will be present, the Designated Representatives shall confirm their attendance with the Executive Committee Secretary a minimum of 15 business days prior to the proposed meeting date.

Section 5. Petitioned Meeting

Members may petition to hold a special meeting by obtaining the names and signatures of a simple majority of Designated Representatives. The petition shall be in writing and include:

• Reason for the special meeting
• Date
• Time
• Location
• Agenda
• Name of Member
• Name of Designated Representative
• Signature of the Designated Representative
• Date the petition was signed by Designated Representative

The petition shall be received by the SMSA Executive Committee a minimum of forty-five days prior to the proposed meeting date.

A quorum must be established prior to conducting a petitioned meeting. To ensure a quorum will be present, the Designated Representatives shall confirm their attendance with the Executive Committee Secretary a minimum of 15 business days prior to the proposed meeting date.

Section 6. Action Without Meeting

Action may be taken without a meeting through petition. For the action to pass, a simple majority of the Designated Representatives shall vote in favor of the action. The originators of the petition shall identify to the Executive Committee how the petition shall be circulated and how the signatures shall be verified prior to distributing the petition. The petition shall include:

• Reason for the action
• Action being sought
• A deadline for signing the petition
• Full disclosure to the signing parties to what they are agreeing by signing
• Printed or typed name of person signing
• Original signature of the Designated Representative (scans or FAX copies of original signatures may be acceptable; electronic signatures will not be accepted)
• Date the signature was affixed to the petition

All petitions shall be submitted to the Executive Committee Chairperson within ten business days of the identified petition end date. After verification of all petition information, the Executive Committee will implement the action(s) passed through the petition process.

Article VI - The Executive Committee

Section 1. Number and Composition 

The SMSA Executive Committee shall have nine voting members. All individuals nominated for and elected to the Executive Committee shall be Designated Representatives of Members in good standing. The SMSA Executive Committee will be comprised of:

• One Chairperson
• Three Regional State Member Representatives, one from each of the three regions (East, Central and West). In the event that no State Member Designated Representatives from a specified region are willing to run for election, the Executive Committee may facilitate an election for an additional At-Large Representative.
• Three At-large State Member Representatives, from State Members of any region
• One Supporting Member Designated Representative from the collective body of Supporting Members
• One Individual Designated Representative from the collective body of Individual Members

Section 2.  Chairperson

 The Chairperson shall be elected by the voting representatives in even-numbered calendar years. Only Designated Representatives from State Members in good standing are eligible for election to the office of Chairperson of the SMSA Executive Committee.

State Member Designated Representatives interested in running for Chairperson shall give written notice of intent to run to all SMSA Members by June 1 of election years (even numbered years). This notice of intent to run shall include:

• Candidate's name
• State Member's name
• Candidate's qualifications

The Chairperson is limited to two consecutive terms. The incumbent Chairperson will give notice of intent to run for re-election to the SMSA Members by June 1 of each even numbered year.

When a vacant position on the Executive Committee is created by the election of the Chairperson, that vacancy shall be filled during an election by the Designated Representatives, as appropriate for that vacant position.

The Chairperson of the Executive Committee shall preside over all the affairs of the SMSA and its officers and shall perform all the duties identified by herein the SMSA Bylaws and such further duties as may, from time to time, be required.

Chairperson duties include:

• Calling and presiding over Executive Committee and Annual Member's Business 2meetings
• Formulating and promoting SMSA motorcycle safety and operation policies
• Overseeing and administering the SMSA five-year strategic plan and annual 3work plan
• Representing or delegating a representative for the SMSA at motorcycle safety events, conferences and meetings with federal and state agencies
• Testifying or delegating an SMSA representative for the purpose of testifying, as required, on motorcycle safety issues, national policy and standards
• Ensuring the fiscal stability of the SMSA by working with the SMSA Treasurer and Executive Committee to develop realistic annual budgets
• Having signature authority for the SMSA

The Chairperson shall not have the authority to enter into contractual agreements that financially obligate the SMSA without the formal approval of the Executive Committee.

a. Ex Officio

The most current past Chairperson may continue to serve on the Executive Committee as an ex officio member. The ex officio member position is optional and voluntary for the past Chairperson. Ex officio members may participate in discussions but may not make formal motions or vote on Executive Committee business. The SMSA is not obligated to provide financial assistance for the ex officio to attend business meetings and/or conferences.

Section 3. Regional State Representatives 

 The Executive Committee shall have three Regional State Representatives, one from each of the three regions (East, Central and West). Only Designated Representatives from State Members in good standing are eligible for election to serve as Regional Representatives.

Regional State Representatives shall be elected in even-numbered years. Terms are for two years Regional State Representatives are limited to three consecutive terms.

If a Regional Representative vacates his or her seat, the Executive Committee will facilitate an election within that region to elect a new Regional Representative within sixty days of the vacancy. The new Regional Representative will serve the remaining term of the vacated seat.

If none of the State Member Designated Representatives from a specified region are willing to run for election, the Executive Committee may facilitate an election among all regions to elect an additional At-Large Representative.

Section 4. At-large State Representatives

The Executive Committee shall have three At-large State Representatives from any of the three regions (East, Central and West). Only Designated Representatives from State Members in good standing are eligible for election to serve as At-large Representatives.

At-large State Representatives shall be elected in odd-numbered years. Terms are for two years. At-large State Representatives are limited to three consecutive terms.

If an At-large Representative vacates his or her seat, the Executive Committee will facilitate an election among all regions to elect a new At-large Representative withinsixty days of the vacancy. The new At-Large Representative will serve the remaining term of the vacated seat.

Section 5. Supporting Member Representative

 Supporting Members shall elect one person as their Designated Representative who will vote on behalf of all Supporting Members and serve on the SMSA Executive Committee. The Supporting Member Representative shall be elected in odd-numbered years and shall serve a two-year term. The Supporting Member Representative is limited to three consecutive terms.

If the Supporting Member Representative vacates his or her seat, the Executive Committee will facilitate an election among Supporting Members to elect a new supporting Member Representative within sixty days of the vacancy. The new Supporting Member Representative will serve the remaining term of the vacated seat.

Section 6. Individual Member Representative

Individual Members shall elect one person as their Designated Representative who will vote on behalf of all Individual Members and serve on the SMSA Executive Committee. The Individual Member Representative shall be elected in even-numbered years and shall serve a two-year term. The Individual Member Representative is limited to three consecutive terms.

If the Individual Member Representative vacates his or her seat, the Executive Committee will facilitate an election among Individual Members to elect a new Individual Member Representative within sixty days of the vacancy. The new Individual Member Representative will serve the remaining term of the vacated seat.

Section 7. Executive Committee Meetings

The Executive Committee shall hold meetings to conduct SMSA business. Meetings of the Executive Committee may be called by the Chairperson or by a simple majority of the members of the Executive Committee and may be conducted face-to-face, via teleconference, and/or other appropriate meeting formats.

Notice stating the time and place of any Executive Committee meeting, except the Annual Members' Business Meeting, shall be given at least thirty days prior to the date of the meeting. A majority of the Committee shall constitute a quorum. Each Executive Committee member shall have one vote, with the exception of the ex officio member who does not have voting privileges.

Section 8. Powers of the Executive Committee

The Executive Committee shall manage the affairs of the SMSA consistent with the law, the Articles of Incorporation, and the Bylaws. Powers include, but are not limited to:

• Establish the fiscal year
• Initiating and administering all matters involving policies, programs, transactions and contractual obligations
• Guiding and counseling the officers of the SMSA in the fulfillment of their responsibilities
• Evaluating the needs of the SMSA and implement programs to meet them
• Determining persons authorized to sign checks, drafts, or other orders for the payment of money in the name of the SMSA
• Reviewing and approving periodic statements of fiscal operations
• Electing the Vice-Chairperson, Secretary, and Treasurer
• Determining duties and compensation of offices of Chairperson, Vice-Chairperson, Secretary, and Treasurer
• Establishing, changing the membership of, and discontinuing committees
• Facilitating elections for filling Executive Committee Representative vacancies

The Executive Committee may enter into agreements with organizations or individuals to assist the Committee in managing the affairs of the SMSA and to complete projects in the approved work plans. The Executive Committee may not relinquish to any organization or individual its authority and responsibility to control and manage the affairs of the SMSA. The Executive Committee members are duty-bound to oversee and supervise their area of responsibilities as discharged by any organization or individual with which SMSA has entered into an agreement.

Article VII - Executive Committee Officers Duties

Section 1. General

The officers of the SMSA shall be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer of the Executive Committee. The Chairperson is elected in accordance with the provisions of ARTICLE VI, Section 2. The Executive Committee shall elect one of its members to be the Vice-Chairperson, one to be Secretary, and one to be Treasurer by the affirmative vote of a simple majority.

A Representative's officer title and duties may be removed at any time by the affirmative vote of two-thirds of the members of the Executive Committee. That individual may continue to serve on the Executive Committee unless action is taken pursuant to Article III, Section 5.

Section 2. Vice-Chairperson

Upon absence, disability, or resignation of the Chairperson, the Vice-Chairperson shall immediately assume the office and all responsibilities of the Chairperson.

The SMSA Vice-Chairperson shall be responsible for overseeing and managing all active SMSA business contracts and perform such other duties as may be assigned by the Chairperson or the Executive Committee and all duties usually incident to the office of Vice Chairperson.

Only Designated Representatives from State Members in good standing are eligible for election to the office of Vice-Chairperson of the SMSA Executive Committee.

Section 3. Secretary

The SMSA Executive Committee Secretary shall:
• Publish all required notices and keep the minutes of SMSA meetings
• Keep attendance at all such meetings
• Maintain the official records of the SMSA
• Be responsible for keeping an accurate, up-to-date list of all members of the SMSA
• Keep safe and maintain the Corporate Seal and the Bylaws of the SMSA
• Perform such other duties as may be assigned by the Chairperson or the Executive Committee and all duties usually incident to the office of Secretary
• Maintain a list of annual deliverables and tasks that shall be completed by the SMSA Executive Committee and provide periodic status reports

Upon absence, disability, or resignation of the Chairperson, where the Vice-Chairperson is not able to assume the duties of the Chairperson, the Secretary shall immediately assume the office and all responsibilities of the Chairperson.

Upon approval of the Executive Committee, selected duties of the Secretary may be fulfilled by specifically appointed organizations or individuals. The Secretary shall maintain direct supervision of all delegated tasks.

Only Designated Representatives from State Members in good standing are eligible for election to the office of Secretary of the SMSA Executive Committee.

Section 4. Treasurer

The SMSA Executive Committee Treasurer shall:

• Keep and maintain the financial records of the SMSA
• Collect all dues
• Receive and have charge of all moneys, bills, notes and similar property belonging to the SMSA
• Keep such financial accounts as may be required by the Executive Committee
• Present reports of the finances of the SMSA at annual meetings and at any other time the Executive Committee may direct
• Co-sign checks when necessary
• Arrange annual audits, reviews, tax preparations and required filings
• Ensure sound business practices are established and followed to ensure the future financial solvency of the SMS
• Perform such other duties as may be assigned by the Chairperson or the Executive Committee and all duties usually incident to the office of Treasurer

Upon absence, disability, or resignation of the Chairperson, where the Vice-Chairperson or Secretary is not able to assume the duties of the Chairperson, the Treasurer shall immediately assume the office and all responsibilities of the Chairperson.

Upon approval of the Executive Committee, selected duties of the Treasurer may be fulfilled by specifically appointed organizations or individuals. The Treasurer shall maintain direct supervision of all delegated tasks.

Only Designated Representatives from State Members in good standing are eligible for election to the office of Treasurer of the SMSA Executive Committee.

Section 5. Bonds

The members of the SMSA Executive Committee shall be bonded for the faithful performance of duties. The cost shall be paid by the SMSA.

Article VIII - Notice

Wherever in these Bylaws notice is required to be given, such notice shall be deemed to have been delivered and received if addressed to the Member or Member's Designated Voting Representative, as the case may be, at the address as it appears on the records of the SMSA.

Article IX - Dissolution

Upon the dissolution of the SMSA, any assets not otherwise provided for by law shall be liquidated and used to cover any outstanding debts or be distributed to any one or more nonprofit organizations as selected by the SMSA Executive Committee.

Article X - Amendments

At any meeting, these Bylaws may be altered, amended, added to or repealed, and new Bylaws adopted by the affirmative majority votes of all the voting Designated Representatives, provided that not less than thirty days' notice is given of the intention to so alter, amend, add to or repeal, or to adopt new Bylaws at such meeting.

Article X - Fiscal Management

Section 1.  Fiscal Year

 The SMSA's fiscal year shall begin January 1 of each year and end December 31 of each year.

Section 2.  Annual Budget

The Executive Committee shall prepare an annual budget for review and approval by the Membership. This budget will contain project descriptions, including estimated costs, and the estimated operational costs of the SMSA. This annual budget shall be distributed to the Membership by November 1 of each year and approved by a majority of the Membership by December 1 of each year.

Section 3. Annual Income and Expenditures

 On an annual basis, the Executive Committee shall distribute to the Membership a detailed description of all SMSA income and expenditures.

 At no time shall the SMSA develop an annual budget that would endanger the financial solvency of the organization.

Section 4.  Budget Report

 The Secretary and Treasurer of the SMSA shall produce an Annual Report by December 1 of each calendar year. The Annual Report shall include details of SMSA accomplishments as well as a complete financial report for the previous year's activities.

The Annual Report shall be distributed to all Members no later than December 31 of each calendar year.