Club Bylaws

Revised December 18, 2000.

1. NAME OF ORGANIZATION

The official name of the organization for financial and legal matters shall be the NEW DUCATI OWNERS CLUB CORPORATION, hereinafter the “Club”. The club may also use the names DUCATI OWNERS CLUB of CANADA and DOCC.

2. PURPOSE

To unite persons interested in the ownership, restoration and operation of Ducati and other European and vintage motorcycles and to promote interest in Ducati and other European and vintage motorcycles in all respects.

The corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in promoting its objects.

3. BOARD of DIRECTORS

(a) Purpose

The Corporation will be managed by six directors who are Canadian residents and who have been members for at least one year. Directors are elected at the Annual General Meeting and can be re-elected. Elections will be by ballot. Term of office for directors will be for three years. Each member in good standing will receive one ballot for each directorship position. Positions will be decided by majority vote. The members of the Board of Directors can elect or remove any director before the end of the term by a majority vote (two-thirds) provided that notice has been given that they intend to pass such resolution.

(b) Members

The Board of Directors shall be elected and consist of the following officers of the club:

President
Treasurer
Secretary & Membership Coordinator
Regional Representative Coordinator
Events Coordinator
Media Coordinator

There shall be a total of six (6) persons on the Board of Directors. Note, for the purposes of annual filing of the corporate registration only the 5 most senior officers may be shown.

Vacancies however caused-can be filled by the remaining directors from the qualified members or elected at the next AGM. The number of directors may be increased and the positions filled as described.

(d) Quorum and Meetings

A chairperson will be appointed at each meeting by a majority of the directors present. A majority of directors will form a quorum for the transaction of business. Directors may meet at any time or place that they determine. No notice of the meeting is required if all directors are present. Directors not attending should give consent to the meeting being held in their absence. Notice by delivery, phone, e-mail or fax must be at least one week prior to the meeting.

(e) Errors in Notice

Errors and omission in notifying directors of a meeting will not invalidate any of the proceeding of the meeting. Directors that have waived notice may ratify and approve any or all of the proceeding that have taken place.

(f) Voting

Questions arising at any meeting will be decided by majority vote, in case of a tie the Chairperson may cast a second vote. Ballots may be used if demanded by one of the directors present, otherwise the vote can be made in the usual way by assent or dissent. The Chairperson should then declare the resolution as carried and an entry made in the minutes of the meeting recording the votes for and against proving the resolution.

(g) Powers

The directors may administer the affairs of the Corporation in all things it is authorized by its charter to do. Directors are empowered to buy, sell, lease or acquire asset owned by the Corporation whenever it is deemed advisable and approved majority vote of the board of directors.

(h) Remuneration

Directors of the Club shall receive no monetary compensation for their work in the Club. Travel expenses are not payable.

4. OFFICERS OF THE CORPORATION

(a) Officers of the Corporation

There is to be a President, Treasurer, Secretary and Membership Coordinator, Events Coordinator, Regional Representative Coordinator, Media Coordinator, are elected positions. Regalia Coordinator, Publicity and Promotions Coordinator and other officers as The Board of Directors determines are appointed by the board. One person may not hold more than one office.

(b) Duties of the President

The President is responsible for the general management and supervision of the operation of the corporation. The President and Secretary, or other officer appointed by the board will sign all by-laws. When absent another officer appointed by the board may assume the duties of the President.

Specific duties and responsibilities shall include:

Be responsible for direction and planning for the Club
Communications with Ducati Motor SPA and Ducati North America
Liaison with other Ducati clubs and local clubs to promote mutual interests
Maintain a current list of club events
Contribute articles to the club magazine
Ensure that adequate procedures, controls and liability insurance are in place for club events to protect the club members, officers and directors
Assist the treasurer in preparing the annual budget
Other duties as required by the Board of Directors

The Secretary is to attend all meetings of the board of directors to record the minutes of all proceeding and to give any notices required to directors and members. The Secretary will also keep the Corporate Seal, all books, papers, records, correspondence, contracts and other documents belonging to the Corporation. Other duties as required.

The Secretary shall act as Historian for the Club and shall be responsible for the safeguarding of all historical records, data, correspondence and other records relating to the Club’s history and activities.

Specific duties and responsibilities shall include:

Maintain the club’s membership in the Canadian Motorcycle Association
Coordinate all aspects of the club’s incorporation with the MCCR including updating the annual return
Maintain a membership database in co-operation with the Treasurer which shall contain members’ names, membership number, addresses, telephone and e-mail addresses
Accept new members into the Club and forward applications for membership and other information about the Club to prospective members
Ensure that the database of Club members is not distributed to any individual or organization outside of the club directors, unless specifically directed to do so by a majority of the directors
Other secretary and membership duties as required by the Board of Directors

(d) Duties of the Treasurer

The treasurer will keep an accurate account of all receipts and disbursements of the corporation in proper books. Money paid out by the Treasurer will be under the direction of the board of directors and proper vouchers collected. All transactions and financial reports will be given as required by the board of directors. Other duties as required.

Specific duties and responsibilities shall include:

Receive and disburse funds for the Club
Keep the books and financial records of the Club
Prepare a current financial statement for presentation to the Board of Directors as required
Prepare an annual financial statement for presentation to the Board of Directors
Be responsible for making recommendations regarding the annual expenditure and income budget to the Board of Directors
At the beginning of the year the Treasurer shall prepare a proposed budget for the coming year. The budget shall be submitted to the Board of Directors prior to or at the first meeting of the year. The Board of Directors shall review the proposed budget, make necessary changes and adopt the budget for the year
After each Club event, where expenditures have been made or income received, a short financial report shall be prepared by the Treasurer
Obtain insurance for all road rides, track rallies and public events such as motorcycle shows. In coordination with the Regional Representative Coordinator and President.
Other financial duties as required by the Board of Directors

(e) Duties of the Regional Representative Coordinator

Specific duties and responsibilities shall include:

For each of the Club regions distribute a current list of members to the regional representatives
Liase with the Regional Representatives of each region to promote local activities
Ensure that insurance is provided for local road rides as applicable coordinate awards for road rides
Other regional duties as required
Other regional duties as required by the Board of Directors

(f) Duties of the Events Coordinator

The Events Coordinator is responsible for organizing track rallies.

Specific duties and responsibilities for track rallies shall include:

Prepare and maintain written procedures for all aspects of track rallies
Obtain and coordinate corner workers for track events
Ensure that adequate staff are in place for technical inspection, and liase with the Clerk of the Course.
Ensure that adequate liability insurance is in place for all club track rallies
Other events duties as required by the Board of Directors

(g) Duties of the Media Coordinator

Specific duties and responsibilities shall include:

Organize and be responsible for the publication of Moto-Desmo, the Club’s Newsletter
Liase with the Web Site Producer
Provide Club information to the Web Site Producer.
Other media duties as required by the Board of Directors

(h) Duties of Other Officers

All other officers terms and duties are as required by their office and board of directors.

(i) Duties of the Publicity and Promotions Coordinator

This is an appointed position by The Board of Directors.

Specific duties and responsibilities shall include:

Promote the Club’s activities as required
Organize the Club’s displays at motorcycle shows, rallies and other events.
Liaise with Media Coordinator re promoting advertising in newsletter and web site
Organize vendors at track events
Solicit prizes for road rides
Other publicity and promotional duties as required by the Board of Directors

(j) Duties of the Regalia Coordinator

This is an appointed position by The Board of Directors.

Specific duties and responsibilities shall include:

Responsible for the production of Club regalia
Responsible for inventory control of regalia
Responsible of the processing and shipping of regalia orders
Other regalia duties as required by the Board of Directors

(k) Duties of the Past President

This position should be filled by the immediate Past President.

Specific duties and responsibilities shall include:

Act as an advisor to the Executive of the Club
Other duties as required by the Board of Directors

5. NOMINATIONS and ELECTIONS

The President, Secretary & Membership Coordinator, Treasurer , Events Coordinator and Media Coordinator and Regional Representative Coordinator are elected by the general membership for a two year term at an Annual General Meeting, held in January, but no later than March 31. Election of these individuals as directors will simultaneously elect them as officers.

Nominee’s must be residents of Canada and members in good standing.

The Past President shall chair the Nominating Committee. The Board of Directors shall appoint two (2) members to serve on the Committee. The Committee shall be named prior to the first day of September when required.

The Committee shall actively solicit nominations from the membership at large and shall attempt to verify the qualifications for and willingness to run for office of the prospective nominees. The Committee shall endeavour to have multiple nominees for each Office.

Nominees’ biographies and ballots shall be published in an issue of the club newsletter “Moto Desmo” or other publication for this purpose giving the cut-off date for qualifying ballots and the time and location when the ballots are to be opened and counted.

The names of those Officers elected shall be published in the first Moto Desmo issued following the elections.

Should there be a tie vote, the same will be referred to the Board of Directors for resolution.

All Officers and Directors shall take Office immediately after the Annual General Meeting.

6. CLUB FINANCES and AUDIT COMMITTEE

Regular recurrent activities of the Club shall be budgeted annually and approved by the Board of Directors. Billings should be submitted to the Treasurer as incurred, preferably for payment by the Treasurer. Other expenses shall be detailed and vouchered.

All non-budgeted expenses must be presented to the Board of Directors for approval prior to obligating the Club.

The President and the Treasurer are authorized to approve emergency items up to $500. The Board of Directors must approve any amount in excess of that amount.

At least once every two (2) years and/or whenever there is a change in the office of the Treasurer, the annual report is to be audited by an internal Audit Committee. It is not a requirement under these bylaws that an external auditor be appointed, however this may be done if deemed necessary by the Board of Directors.

The Audit Committee shall be appointed by the President with the concurrence of the Board of Directors. The committee members should hold no other office in the Club and should not have been involved in spending any Club funds during their year of service on the Audit Committee.

The Treasurer shall submit all books, cancelled cheques, bank statements, deposit slips and paid and unpaid bills along with the annual report and the budget to the Audit Committee. The Committee shall complete its task and report back to the Board of Directors by the next scheduled Board of Directors’ meeting.

7. EXECUTION OF DOCUMENTS

All legal documents will be signed by the President and Secretary/Membership Coordinator. Corporate seal to be used when required. Ordinary contract may be signed by any person authorized by the board of directors. Any person authorized by the board of directors may buy, sell or transfer any securities of the corporation, use the corporate seal to do so.

8. BOOKS AND RECORDS

The board of directors will ensure that all books and records required by the corporation or any other statute or law is properly kept.

9. MEMBERSHIP

Membership will consist of directors, officers, other individuals or businesses as admitted by the board of directors.

(a) Eligibility for Membership All persons who have an interest in ownership, restoration and operation of Ducati and other European and vintage motorcycles have the right to apply for membership in the Club. Ownership of a Ducati motorcycle is not a requirement for membership. Members will be promptly notified by the Membership Coordinator of their acceptance.

(b) Membership Requirements Prospective members shall apply to the Club for membership through submission of an official application form and shall at the same time submit the annual membership fee. Those joining after September 30 of a calendar year shall be considered to have paid up their membership fees through to the end of the following calendar year.

All members in good standing shall enjoy the privileges of membership in the Club including the right to vote, the right to hold office as described in section 3 and a subscription to Moto Desmo.

Membership in the Club is for one year. Continued membership shall be dependent upon annual renewal and payment of all dues, assessments and/or charges.

(c) Dues Annual dues, assessments and other charges shall be determined by a majority vote of the Board of Directors. Membership includes both the member and his/her spouse and son/daughter living in the same household. The membership year begins March 1. No other fees are payable except for special events or as set by the board of directors by majority vote and ratified by the members at the annual or other general meeting.

Members may resign in writing and is effective when accepted by the board of directors. Members who resign are liable for money due to the corporation prior to their resignation.

(d) Arrears Any member who falls into arrears with the Club beyond March 31 in any calendar year shall not receive any membership benefits until membership dues are paid in full.

Any member whose membership in the Club has lapsed for non-payment of dues shall be returned to active status after payment of dues and any applicable re-instatement charges.

(e) Voting

Each member in good standing is entitled to one vote or proxy at any Annual General Meeting.

(f) Conduct of Members All members of the Club shall act in the best interests of the Club. In the event that a member’s conduct is judged by a majority vote of the Board of Directors to be not in keeping with the stated goals or reputation of the Club then such member shall be referred to the Board of Directors for appropriate disciplinary action which may include termination of their membership as appropriate.

10. HEAD OFFICE and CLUBHOUSE

The corporation shall not maintain a clubhouse or similar premises. The head office, for the purposes of corporate registration will be the address selected by the board of directors but business can be carried out at any other location selected by the Board of Directors.

11. ANNUAL GENERAL MEETING

The Annual or any other general meeting of members will be held at the head office or other location on any date determined by the board of directors. At every AGM there will be a director’s report, the financial statement and, when required as defined in section 6, an auditor’s report. The officers and board of directors will be elected if their term has expired. Any business may be carried out without prior notice. No public notice of the meeting needs to be given, but the membership must be notified of date time and place at least ten days prior. No notice is required if all members are present or represented by proxy. Any business may be carried out at any annual or general meeting.

(a) Errors or Omission in Notice

No errors or omission of notice for any annual or general meeting will invalidate any of the proceeding of the meeting. Members do not have to attend but may ratify, approve and confirm any or all proceedings. Notice to any members will be sent to their last recorded address.

(b) Adjournments

No notice is required to adjourn a meeting.

At least three members must be present or represented by proxy for a meeting to take place, unless there are only two members.

12. AMENDMENTS

Any member of the Club may propose amendments to the Bylaws.

Amendments to the Bylaws shall be approved by a two-thirds vote of the Board of Directors.

Proxy Form for DOCC AGM: DOCCProxyForm-13