BYLAWS
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ARTICLE I
Name of Association
The name of the organization is the National Association of State Motorcycle Safety Administrators (SMSA)
ARTICLE II
Purposes of the Association
The Association is a not for profit entity organized for the following purposes:
To foster and promote state-administered motorcycle safety programs and to represent state concerns relating to motorcycle safety by working cooperatively with those individuals and organizations with an interest in motorcycle safety.
ARTICLE III
Membership
Section 1. General
It shall be the policy of the Association to encourage qualified potential applicants to apply for membership in the Association.
Section 2. Eligibility
a. Voting Member
Each applicant for membership must be a person or entity recognized and/or funded by a state, or territory of the United States, the United States Department of the Army, the United States Department of the Navy, the United States Department of the Air Force, the United States Marine Corps, or the United States Coast Guard, whose responsibilities include the administration of a state or federal agency motorcycle safety/education program. There shall be only one voting member per state and per each of the above-mentioned federal government agencies. In order to vote, a voting member must be current in payment of annual dues and have a current designation of voting member form on file with SMSA.
b. Supporting Associate Member
Each applicant for membership as a supporting associate member must be an unincorporated organization, entity, or individual with, participating in, coordinating with or interested in state-administered motorcycle safety programs or motorcycle safety issues.
c. Professional Member
Each applicant for membership must be a non-profit person or entity involved with participating in, coordinating with or legitimately interested in state-administered motorcycle safety programs.
d. Corporate Member
Each applicant for membership must be a for-profit person or entity involved with, participating in, coordinating with or legitimately interested in state administered motorcycle safety programs.
e. Supporting Member
Each applicant for supporting member must be an individual involved with, participating in, coordinating with, or legitimately interested in state administered motorcycle safety programs. Supporting members who serve on standing committees shall be entitled to vote on issues relating to that standing committee.
f. Emeritus Associate Member
Each applicant for membership as an Emeritus Associate member must be an individual retired or transferred from the position of State Administrator or State Coordinator of a state motorcycle safety program. Emeritus Associate members who serve on standing committees shall be entitled to vote on issues relating to that standing committee.
Acceptance of a membership shall in no way bind the Association to support the philosophies or policies of any member, nor to support nor participate in projects or undertakings of said member, nor imply that the Association’s name or logo can be used in promoting business activity without approval from the Executive Committee.
Section 3. Application and Election
Application for voting membership shall be made in such a form as prescribed by the Executive Committee. All voting membership applications shall be forwarded to the Executive Committee, which shall investigate the applicant to determine, in its sole discretion, if the applicant meets the eligibility requirements. An applicant for voting membership shall become a member upon the affirmative vote of a simple majority of the voting members. Applicants are tentatively approved upon receipt of dues. Affirmative vote of the voting members takes place during the Annual Business Meeting.
Each applicant for voting membership shall, prior to the Annual Business Meeting, designate in writing, by completing a designation of voting member form to the Business Manager of this Association, one individual to act as its representative for the purpose of casting the vote of such member, receiving notices provided for herein, recognition at meetings, and otherwise acting for and on behalf of such member in the business of this Association. Any representative may be changed by the member appointing such representative in writing at any time, effective upon receipt by the Business Manager of this Association.
Section 4. Dues
a. Memberships dues are required to be paid by members. The amount of annual dues may be amended by vote of at least 2/3 (two-thirds) members of the Executive Committee present at any regularly scheduled meeting of the Executive Committee (provided a quorum is present). In no event, shall the total amount of all dues collected from members exceed the amount of the total annual budget.
b. Any voting member whose dues or any part thereof shall be in arrears shall be deemed not in good standing after written notice of such arrearage has been served. Any voting member who shall continue not to be in good standing shall be deemed to have forfeited status as a voting member.Payment of dues must be current prior to the Annual Business Meeting to be eligible to vote.
Section 5. Voting
a. Any voting member in good standing shall have one vote for all matters that are to be voted on by the voting members of the Association and are not matters reserved under Article V herein for Executive Committee Members only.
Matters to be voted on by voting members of the Association shall include:
(1) election and recall of officers;
(2) revisions to the Bylaws;
(3) composition of regions;
(4) approval of annual budget and expenditures;
(5) implementation and enforcement of policy, procedures, and regulations; and
(6) acceptance and termination of voting members
b. A Voting member not attending the meeting may proxy their voting privilege to another voting member in writing.
c. Supporting associate members, professional members, corporate members, supporting members and emeritus associate members shall have voting privileges only on standing committees.
Section 6. Resignation and Termination of Membership
Any voting member resigning membership shall provide written notice to the SMSA Business Office.
Any member who shall act in willful violation of the Articles of Incorporation or Bylaws or does anything which is detrimental to the Association, may have such membership terminated upon determination of such fact by the Executive Committee and approval by a vote of the voting members. Such member, if a member of the Executive Committee, shall not be entitled to vote on such termination, provided, however, that notice in writing of the grounds therefore shall have been mailed to each such member at least thirty days before such action shall be taken and that such member shall have been given an opportunity to be heard at the time and place stated in the notice.
Upon resignation or termination of membership, such member shall have no right or interest in any property or assets of the Association and shall not be entitled to any refund of dues.
Section 7. Additional Classes of Members
The Executive Committee may establish an additional class or classes of members upon such qualifications as the Executive Committee may deem advisable in the best interest of the Association provided however, that no such additional class of members shall have any voting rights in the Association.
ARTICLE IV
Meeting of Members
Section 1. Annual Meeting
The annual meeting of the members of the Association shall be held at such place and time as the Executive Committee by resolution shall select. At such annual meetings, members of the Executive Committee shall be elected and there may be transacted any other business which shall properly be brought before the members at the meeting. If for any reason an annual meeting is omitted, a special meeting may be held in place thereof and any business transactions or elections held at such meeting shall have the same effect as if transacted or held at an annual meeting.
Section 2. Special Meetings
Special meetings of the Association shall be called upon demand in writing by any voting member, and agreed to by the Executive Committee or a simple majority of the voting membership of the Association.Such demand shall list the time, place and purpose of the meeting. Any additional matters to be brought up at a member-called meeting shall require a majority vote of the members present and voting.
Section 3. Notice and Waiver
Written notice of an annual or special meeting of the voting members, stating the time and place, and the case of special meetings, the purpose thereof, shall, unless waived, be given to all members by delivery in person, by fax, by e-mail, by mail or by paid courier, such as UPS or FedEx, not less than thirty nor more than sixty days prior to the date fixed for such meeting, to the respective addresses of the members appearing on the records of the Association. Any member may waive notice of any meeting, either in writing signed before or after such meeting, or by attendance either in person or by proxy at such meeting.
Section 4. Quorum
At any meeting the presence of a majority of the voting members present in person or by proxy, shall constitute a quorum for the transaction of business but less than a quorum may adjourn. Meetings shall be presided over by the Chairperson or, in his/her absence, successions shall be Vice-Chair, Secretary and Treasurer. The Secretary or a delegate acting in his/her behalf shall keep the minutes of such meeting. In the absence of the Chairperson, Vice-Chairperson, Secretary, or Treasurer, any member may be chosen to preside or keep the minutes as the case may be. All questions coming before the members for decision shall, unless otherwise provided for by laws or the Bylaws, be decided by affirmative vote of a simple majority of the members present in person or by proxy at the meeting.
Section 5. Action Without Meeting
Any action which may be taken at a meeting of the members, may be taken without a meeting if authorized in writing signed by a majority of all of the votes of the voting members, provided that all voting members are given an opportunity to sign authorization.
ARTICLE V
The Executive Committee
Section 1. Number and Composition
a. There shall be six members of the Executive Committee and a Chairperson nominated and elected by the voting members of the Association. All persons nominated for and elected to the Executive Committee shall be voting members of the Association. These six members shall be elected by the voting members of three geographical regions. The Chairperson is a person serving on the Executive Committee, the vacant position on the Executive Committee created by the election of Chairperson shall be filled during an election by the voting members of the region from which the Chairperson has originally been elected to the Executive Committee. The geographic regions shall be determined by the voting members of the Association at annual meetings as needed.
b. The two Executive Committee members elected from each geographic region shall serve staggered terms, one to be elected in even-numbered years and one elected in odd-numbered years, except both shall be elected initially in the year of incorporation.
c. The Chairperson shall be elected by the voting members of the Association in even-numbered years, except that the Chairperson shall be elected initially in the year of incorporation. The Chairperson shall not serve more than two consecutive terms. The current Chairperson whose term is about to expire will give notice to the voting members by June 1st of each even numbered year. The notice will include a request for nominees to submit their name, or another voting member’s name for consideration at the Business Meeting.
d. The outgoing Chairperson shall remain a member in good standing and serve on the Executive Committee for an additional year after election of a new Chairperson, to assist the Executive Committee and ease the transition of management. The outgoing Chairperson would constitute the eighth member of the Executive Committee and have full voting powers.
e. Executive Committee members and the Chairperson will exclude themselves from voting on issues which are construed by the Executive Committee as a conflict of interest.
Section 2. Meetings
The Executive Committee shall have an annual meeting and may provide by resolution for the holding of regular meetings other than the annual meeting. Regular meetings of the Executive Committee may be called by the Chairperson or by fifty percent of the members of the Executive Committee.
Written notice stating the time and place of any Executive Committee meeting except the annual meeting shall be given, unless waived, by delivery in person, by mail, by e-mail, or by paid courier, such as UPS or FedEx, to each member of the Committee not less than thirty days prior to the day of the meeting. Any member of the Committee may waive notice of any meeting, either in writing signed before or after such meeting, or by attendance in person at such meeting except attendance for the express purpose of objecting that the meeting has not been lawfully called.
At any meeting of the Executive Committee, a majority of the Committee shall constitute a quorum, each member shall be entitled to one vote, and all questions for decision shall, unless otherwise provided for by law or by these Bylaws, be decided by the affirmative vote of a majority of the members present.
Members may not vote by proxy. However, a Committee member who cannot attend a meeting may designate a substitute, who must be employed by said Committee member, to be his/her representative for a given meeting, and who will have full authority to vote on all Association matters for the absent Committee member.
Any vacancy occurring on the Executive Committee shall be filled by appointment by the Chairperson, from the geographic region of the member creating the vacancy, who shall serve on the Committee until the next annual meeting of the Association, at which time the voting members from that geographic region shall elect a member to the Executive Committee to complete the term of the member whose vacancy had been filled temporarily by appointment.
Section 3. Powers
The affairs of this Association shall be managed by the Executive Committee and said members of the Executive Committee shall have all the powers in the conduct, control, and management of the affairs and the property of the Association which shall be consistent with the law, the Articles of Incorporation, and the Bylaws, including the power to fix the fiscal year of the Association; to approve and review all matters involving major administrative policies, programs, and transactions; to guide and counsel the officers of the Association in the fulfillment of their responsibilities; to evaluate the needs of the Association and devise programs to meet them; to determine persons authorized to sign checks, drafts, or other orders for the payment of money in the name of the Association; to review and approve periodic statements of fiscal operations and the annual budget; to elect the Vice-Chairperson, Secretary, and Treasurer and determine duties and compensation of such offices; and to establish, change the membership of, and discontinue committees which such powers and duties as the members of the Executive Committee shall from time to time delegate.
Section 4. Chairperson of the Executive Committee
The Chairperson of the Executive Committee shall exercise supervision over all the affairs of the Association and its several officers, and shall perform generally all the duties usually incident to the office of Chairperson and such further duties as may from time to time be required of him/her by the Executive Committee. His/her duties shall include calling and presiding at meetings of the Executive Committee as needed for the purpose of reporting on the general state of the Association; calling and presiding at meetings of members, assisting the Executive Committee on the formulation of Association policies on both long-range and short-range activities; reviewing budgets and appropriations before submission to the members of the Executive Committee, appointing such administrative or special committees as may be required, conferring with committee chairpersons often enough to see that their duties are being carried out; and exercising general supervision over Association finances by periodically reviewing budgetary performance and consulting with the Treasurer in the preparation and submission of the budget.
ARTICLE VI
Officers and Duties
Section 1. General
The officers of the Association 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 V, Section 1. (c), supra. 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 two-thirds of its members; and these officers shall be elected every odd-numbered year, except the initial election shall be in the year of incorporation. Any office may be removed at any time by the affirmative vote of two-thirds of the members of the Executive Committee. The Executive Committee may from time to time create other offices, assistant or subordinate to any of the offices above names, as they shall deem necessary to the proper conduct of the business of the Association, and may prescribe the terms of offices, qualifications, and powers and duties of the holders of the offices created.
Section 2. Vice-Chairperson
At the request of the Chairperson, or in his/her absence or disability, the Vice-Chairperson shall perform all the duties of the Chairperson, and further shall perform such other duties as may from time to time be required of him/her by the Executive Committee. Upon resignation or permanent future absence of the Chairperson, the Vice-Chairperson shall immediately assume the office and all responsibilities of the Chairperson.
Section 3. Secretary
The Secretary shall give all required notices and attend and keep the minutes of all meetings of the members and of the Executive Committee, shall keep attendance at all such meetings, shall maintain the official records of the Association, shall be responsible for keeping an accurate, up-to-date list of all members of the Association, shall safe keep and maintain the Corporate Seal and the Bylaws of the Association, shall perform such other duties as may be assigned by the Executive Committee, and shall generally perform all duties usually incident to the office of Secretary. Upon approval of the Executive Committee, selected duties and responsibilities of the Secretary may be fulfilled by specifically appointed individuals.
Section 4. Treasurer
The Treasurer shall keep and maintain the financial records of the Association, collect all dues, and receive and have charge of all moneys, bills, notes, and similar property belonging to the Association, shall keep such financial accounts as may be required by the Executive Committee, shall present reports of the finances of the Association at annual meetings and at any other time the Executive Committee may direct, shall co-sign checks when necessary, shall arrange for necessary audits or reviews from time to time as recommended by the auditor or the Certified Public Accountant appointed by the Executive Committee, and shall generally perform all duties usually incident to the office of the Treasurer. Upon approval of the Executive Committee, selected duties and responsibilities of the Treasurer may be fulfilled by specifically appointed individuals.
Section 5. Bonds
The Treasurer shall be required to furnish bond for the faithful performance of his/her duties, in such amount and with such sureties as may be required by the Executive Committee, the cost for which shall be paid by the Association. The requirement for bonding may be waived by an affirmative vote of a simple majority of the Executive Committee.
ARTICLE VII
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 representative, as the case may be, at the address as it appears on the records of the Association and if deposited prepaid in the United States mail, by fax, by e-mail, or with any paid courier service, such as UPS or FedEx.
ARTICLE VIII
Dissolution
Upon the dissolution of this Association, any assets not otherwise provided for by law shall be distributed to any one or more nonprofit national motorcycle organizations as shall be selected by the Executive Committee.
ARTICLE IX
Amendments
At any meeting, these Bylaws may be altered, amended, added to or repealed, and new Bylaws adopted by the affirmative vote of a majority of the votes of all the voting members, 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 Association’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 Association. This annual budget shall be distributed to the membership by November 1 of each year and approved by the membership by December 1 of each year.
Section 3. Expenditures
On an annual basis, the Executive Committee shall distribute to the membership a detailed description of all Association expenditures.
Section 4. Budget Report
The Executive Committee shall produce and distribute to the membership an end of the year report that details the accomplishments of the Association and includes a complete budget report.
These are the most current Bylaws of the NATIONAL ASSOCIATION OF STATE MOTORCYCLE SAFETY ADMINISTRATORS effective August 15, 2008
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