By-Laws of the Beaver Ambassador Club

An Oregon Mutual Benefit Non-Profit Corporation

The constitution of the Family Motor Coach Association (FMCA) as approved by its membership September 8, 1983 is hereby acknowledged as the governing document of recognized chapters of FMCA members and as such is hereby adopted in its entirety the 15th day of August, 1989 as the governing Constitution of BAC, a recognized chapter of the Family Motor Coach Association, Inc., being organized and classified as "International" and officially designated and known as the Beaver Ambassador Club evidenced by charter dated September 24, 1983.

The Beaver Ambassador Club, accordingly, accepts and agrees to be governed by the provisions of the FMCA Constitution and applicable rules and regulations of its By-laws.

By-laws of the Beaver Ambassador Club

An Oregon Mutual Benefit Non-Profit Corporation

Amended from time to time thereafter, are hereby amended:

Article I

Name

The name of this organization shall be the Beaver Ambassador Club, an Oregon mutual benefit non-profit corporation (commonly referred to as BAC).

Article II

Purpose

Section 1 - General Purpose of BAC

The general purpose of this organization shall be:

1. To promote fellowship and cooperation among family motor coach owners;
2. To promote and provide rally activities for BAC members;
3. To assist in the formation of other regional groups of family motor coach owners;
4. To carry on such business functions for, and on behalf of BAC members for their common benefit;
5. To conduct, participate and provide seminars, programs and research on new products and equipment;
6. To advise BAC members on pending and current legislation which affects family motor coach ownership and use;
7. To promote ownership and use of coaches manufactured by Beaver Motor Coaches, Inc. in BAC activities;
8. To initiate and analyze studies and investigations related to activities of interest to members;
9. To endorse and promote the BAC basic purpose, aims and intent of the FMCA as expressed in its Constitution and By-Laws.

Article III

Membership

Section 1 - Definitions

1. The term "Member" as used herein, except for commercial membership, is defined as a family unit consisting of husband and wife with or without children or adult person(s) with or without children.
2. The term "Associate Member" as used herein is defined as a Member who had previously, but no longer, owns a coach manufactured by Beaver Motor Coaches.
3. The term "Commercial Member" as used herein is defined as an authorized dealer, agent or person certified by Beaver Motor Coaches as being actively engaged in its business pursuits and activities.
4. The term "Life Member" as used herein is defined as a member who fulfills the definition as "Member" above and the dues requirement is Article V, Section 1 "Life Membership."

Section 2 - Membership Requirements

1. Regular membership - Any person qualifying as a member in good standing of the FMCA, as set forth in its By-Laws, who is the current owner of a coach manufactured by Beaver Motor Coaches upon meeting the dues requirements, may become a Regular Member of BAC upon full compliance with all regulations and provisions of its Constitution and By-Laws.
2. Associate Member - A regular member in good standing who no longer owns a coach manufactured by Beaver Motor Coaches may continue uninterrupted membership in BAC as an Associate Member provided, however, such member shall meet all dues requirements, continue to abide with the provisions of the Constitution and By-Laws of BAC and retain FMCA membership. Such member may not vote or hold club office or be eligible for club discounts but will continue to receive BEAVER TALES and may participate in organized rallies and club activities on a space available basis.
3. Commercial Member - Any business organization, agent or person certified as such to BAC by Beaver Motor Coaches meeting the dues requirement and being in full compliance with the provisions of the Constitution and By-Laws of BAC may become a Commercial Member provided, however, that such Member may not vote or hold a BAC office or be eligible for discounts.
4. Life Member - A Regular Member in good standing who owns a coach manufactured by Beaver Motor Coaches may purchase a life membership and be free of any further annual dues requirements for as long as that member owns a Beaver Coach and maintains eligibility as a Regular Member. Life Membership may be purchased from BAC only and is not assignable. This Life Membership designation supersedes all such prior membership programs and designations. Previous Life Members, as issued and designated by Beaver Coaches, Inc., may continue as new BAC Life Members with the payment of a one-time fee of $150.00.

Article IV

Fiscal Year

Section 1 - Fiscal Year

The fiscal year of BAC shall be the period beginning October 1 to September 30 for the initial year and each year thereafter unless otherwise changed by action of the Board of Directors.

Section 2 - Not-for-Profit

The BAC shall be operated as a not-for-profit chapter of the FMCA and shall file appropriate federal and state (if applicable) income tax returns and comply with all other tax requirements.

Article V

Dues and Fees

Section 1 - Dues

The annual dues for Regular Membership shall be established in such amount as may be recommended by the Board of Directors and approved by the membership. Dues shall not be more than $25.00 per year. The annual dues for Commercial and Associate Membership categories shall be established by the Board of Directors, but shall not be less than the Regular Member category. Any increase or decrease in dues shall become effective the first day of the next fiscal year from the date of adoption.

The Life Membership shall be based on the age of the older member of the Family Unit as defined in Article III Membership, Section 1 - a. The one-time fee shall be as follows and may be adjusted by the Board of Directors as experience dictates:

There shall be established a separate endowment fund derived from the Life Membership fees. This fund shall dispense monies for current dues of Life Members to the BAC for those members who confirm their current ownership of a Beaver Coach and their FMCA membership. Each year the Secretary or Membership Director will confirm this list. Dual signatures of the Treasurer and President shall be required for withdrawals or transfer of funds. Guardians of this fund shall be the BAC President, Immediate Past President, and Treasurer. Every three years the corpus of this fund will be analyzed by the Guardians against future liabilities and fifty percent (50%) of assets in excess of liabilities will be disbursed.

Section 2 - Payable

1. Annual - Dues from members shall become due and payable at the beginning of each fiscal year. The full amount of required dues shall be collected from new members during the first nine (9) months of the fiscal year. Fifty percent (50%) of such dues amount shall be payable when a new member application is received during the period of the last three (3) months of the fiscal year. New members shall be required to pay an initiation fee in an amount to be established by the Board of Directors.
2. Delinquent - Subject to change by the Board of Directors, a dues invoice shall be mailed to each member on or before August 20th of the current fiscal year. A statement of unpaid dues shall be mailed on or before October 15th to any member whose dues remain unpaid as of that date, which member shall be deemed delinquent and no longer in good standing. Any member who shall remain delinquent in the payment of dues as of December 1st shall be deemed to have forfeited membership in BAC effective without further act and shall forthwith cease to have any right, title or interest in the affairs of the BAC.

Article VI

Board of Directors

Section 1 - Creation

The voting members of BAC pursuant to authority granted under the FMCA Constitution and By-Laws shall elect certain Regular Members as their representatives and hereby grants authority to them to constitute a Board of Directors subject to the provisions and limitations of the Constitution and By-Laws of BAC.

Section 2 - Composition

1. Directors - The Board of Directors shall consist of the President, five (5) Regional Vice Presidents, Secretary, Treasurer, National Director and Alternate Director to FMCA and the immediate Past President.
2. Advisory - Advisory members to the Board of Directors may be a representative selected by Beaver Motor Coaches and the BAC Membership Director. Advisory members shall be informed of, and may attend all Board meetings and receive other items of communication applicable to their areas of expertise but shall not be entitled to vote at Board Meetings.
3. Function - The basic function of the Board of Directors shall be to represent the best interest of the membership in making policy decisions and issuing directives. The Board shall follow the Code of Ethics set forth in the FMCA By-Laws and shall have full authority to act for BAC through its elected officers in all executive, financial and general administrative matters.
4. Vacancy - Any vacancy on the Board of Directors shall be filled by appointment of the President after recommendation by the Nominating Committee with the consent of the Board. The appointee shall serve the remainder of the unexpired term of the vacated office until such time as his or her successor is duly qualified and elected.

Article VII

Officers and Directors

Section 1 - Eligibility

Any Regular Member in good standing qualified to vote shall be eligible for election to a one (1) year term of office as an officer or director of BAC to serve until his or her successor is duly qualified and elected. Vice Presidents must reside in the region which they represent. The candidate(s) for President shall have served at least one (1) term on the Board of Directors. No two (2) members of a family unit shall hold an elected office during the same term.

Section 2 - Positions

a. Officers - The following officers shall be elected by the membership of this organization:

1. President
2. North West Vice President / Region 1
3. South West Vice President / Region 2
4. North Central Vice President / Region 3
5. South Central Vice President / Region 4
6. East Coast Vice President / Region 5
7. Secretary
8. Treasurer
9. National Director
10. Alternate National Director

Section 3 - President

a. Duties - the President shall:

1. Serve as the Chief Executive officer of BAC.
2. Direct the business of BAC.
3. Attend and preside at all regularly scheduled and special meetings of the Board of Directors and the membership.
4. Except for the Nominating Committee, appoint all committees and serve as a member thereof.
5. Assist the BAC membership in selecting candidates from each region to serve on the Nominating Committee.
6. Undertake to perform all duties prescribed by the Constitution and By-Laws as directed by the Board of Directors and Membership.
7. Endeavor to attend as many BAC rallies as reasonable possible.

b. Vacancy - Upon a vacancy occurring in the office of President or refusal to act or perform his duties, the Vice President in the Region where a meeting is scheduled to be held or if there is no regional Vice President present the next closest Vice President geographically shall assume the duties of President and preside at the meeting. As soon as practicable after the vacancy occurs, the regional Vice President shall call a special meeting of the Board of Directors who shall appoint an interim President to be selected from current or prior Presidents or Vice Presidents to fill the vacancy for the remainder of the unexpired term who shall serve until his or her successor is duly qualified and elected by the membership.

Section 4 - Vice Presidents

a. Duties - Regional Vice Presidents shall:

1. Assist the President in his duties as requested whenever possible.
2. Preside at any regular scheduled meeting within the Vice President's region at which the President is unable to attend.
3. Solicit, supervise, direct and assist Rally masters in conducting rallies in the Vice President's region.
4. Approve any proposed rally in his or her region.
5. Whenever possible, attend all scheduled rallies.
6. Inform the President and Beaver Tales Editor of any planned rally in the Vice President's region providing information on dates, costs, name of hosts and all other pertinent information.
7. Approve all rally requests for advanced reimbursable funds from BAC and submit same to the Treasurer with copy to the President.
8. Submit Rally master's timely financial report of a completed rally to the Treasurer, copy to the President.

Section 5 - Secretary

a. Duties - The Secretary shall:

1. Comply with the FMCA Bylaw provisions of Article XVI, Section 8 - C entitled "Duties to FMCA".
2. Be custodian and keep accurate permanent records and minutes of all BAC meetings and designated activities which shall be available to any member(s) upon reasonable request.
3. Send appropriate notices and correspondence of meetings and other actions as designated by the President and/or Board of Directors.

Section 6 - Treasurer

a. Duties - The Treasurer shall:

1. Receive all funds and pay all bills of BAC under the direction of its Officers and Directors.
2. Prepare and submit financial reports for each regular and special meeting and an annual report for the current fiscal year.
3. Within one (1) month after the expiration of term of office deliver to the incoming Treasurer all money, vouchers, books and papers of the BAC with all financial records posted to date of delivery.
4. Complete and file all required Federal and State Income Tax Returns on behalf of BAC in a timely manner and shall maintain all supporting documents pertaining thereto.

b. Audit - The Treasurer's records, reports and statements shall be reviewed and audited annually by an audit committee appointed by the President. The results shall be submitted to the Board of Directors and the membership for approval at the next annual meeting.

c. Dual Positions - One member may be elected and serve as both Treasurer and Secretary provided, however, that such member shall be entitled to cast only one (1) vote at Board of Director and membership meetings.

Section 7 - National Directors

a. FMCA - A National Director and Alternate National Director shall be annually elected from the regular membership to serve on the governing Board of Directors of the FMCA and shall hold office subject to the duties and authority provided in Article XVI, Section 8 - E, paragraphs a through f of the FMCA By-Laws.

Section 8 - Consecutive Terms

a. Duration - Commencing October 1, 1997, the President and Vice President shall be limited to serving one (1) two-year term. The Treasurer and Secretary shall be limited to serving two (2) two-year consecutive terms. The National Director and Alternate National Director shall be elected for one-year terms without limit.

b. Commencement - The term of office for all elected Officers and Directors, appointed Committee members and all Board appointed positions shall begin on the 30th of September of each year hereafter or at the earlier time of a BAC pre-rally to an FMCA Convention held during the month of September.

Article VII

Meetings

Section 1 - Definition

a. Regular or Special - A meeting shall be defined as any duly convened regular or special meeting of the Board of Directors or membership.

Section 2 - Board of Directors (Regular)

a. Business meetings - At least two (2) Board of Directors meetings shall be held during each fiscal year, one (1) at the BAC pre-rally held at the time of the FMCA Winter Convention and one (1) at the BAC pre-rally (the annual meeting) to be held at the time of the FMCA Summer Convention. Special meetings of the Board of Directors may be called by the President or any two Vice Presidents upon ten (10) days prior notice or obtaining a waiver of such notice consenting thereto executed by a majority of Directors entitled to vote at the meeting. In the absence of an FMCA convention in September, the President or any two (2) Vice Presidents shall schedule an Annual Board meeting to be held during the period of July 15th to September 30th of the current fiscal year.

b. Consent - Any action which may be taken at a regular or special Board of Directors meeting may be consented to in writing by a two-thirds (2/3) majority of all voting board members which action shall have the same validity and effect as if acted upon at a duly convened or special meeting.

c. Quorum - A quorum shall consist of seven (7) voting board members attending any duly convened meeting. A majority vote of those directors attending such a meeting shall be necessary for the adoption and passage of any motion or resolution.

d. Motions and Resolutions - All motions shall be made, seconded and recorded by the Secretary. Routine motions may be passed by voice vote. Resolutions shall be adopted in written form by roll call vote and may only be amended, modified or repealed in the same manner.

Section 3 - Membership (Regular Meetings)

a. Annual - The annual membership meeting of BAC shall be held during the pre-rally preceding an FMCA Convention scheduled for the month of September at which time all candidates elected by mail vote shall begin their term of office. In the absence of an FMCA Convention in September, the President, with the approval of the Board of Directors, shall schedule a BAC annual membership meeting to be held during the period of July 15th to September 30th of the current fiscal year.

b. FMCA - A regular scheduled meeting of the membership shall be held during the BAC pre-rally held at the time of the winter FMCA Convention.

Section 4 - Special Meetings

a. Called - Special meetings of the membership may be called by the President or any two (2) Vice Presidents upon (30) days prior written notice stating the time, place and purpose of the meeting.

Section 5 - Quorum - Voting

a. Number - A quorum at any meeting shall consist of twenty-five percent (25%) of the chapter family unit members herein before described or fifteen (15) family unit members whichever is less.

Article IX

Nominations

Section 1 - Committee

a. Election - At the regular scheduled meeting during the winter BAC pre-rally, the membership shall elect a Nominating Committee of no less than five (5) nor more than seven (7) members, with at least one (1) member from each region, to select a slate of nominees for the offices to be filled. The Chair of the Nominating Committee shall be the immediate Past President.

b. Nominees - The Nominating Committee's recommended slate of candidates for all offices to be filled shall be forwarded to the President prior to the next winter BAC pre-rally who shall submit the recommendations to the membership for consideration at the regular scheduled business meeting. The Nominating Committee shall recommend, with the nominee's consent, the best candidates available for the particular position(s) to be filled and shall consider second terms for all incumbent officers and directors. When possible, Vice President candidates shall have had prior rally experience. Nominations from the floor may be made during the regular scheduled meeting. All nominees shall have consented to serve if elected.

Article X

Voting

Section 1 - Method

a. By mail - All elections of officers and directors and amendments to the Constitution and By-Laws of BAC shall be conducted by mailing a ballot in appropriate form to each qualified voting member.

b. By action - Each qualified voting member present at any duly convened meeting shall be entitled to cast a voice vote or closed ballot vote upon any proposition, policy or directive introduced at the meeting for action, excluding matters requiring a vote by mail ballot.

c. Majority - A majority of all votes cast at any meeting of the Board of Directors or membership at which a quorum is present or votes cast by a mail ballot shall be sufficient to approve and pass all matters requiring a vote.

Section 2 - Procedures

a. Elections - On or before May 15th of each year, the Secretary shall mail to each qualified voting member an official ballot listing the candidates and the office being sought, the nominees resume, the return envelope, all n an envelope marked "Official Ballot Enclosed". A provision shall be made on the ballot for write-in candidates for each office. Regional members shall be instructed to vote for one (1) Vice President in the voting member's region. The ballot shall be returned in the return envelope to an independent organization or person designated by the Board of Directors for safekeeping post marked on or before July 1st.

b. Amendments - Constitution and By-Laws - At least twenty (20) days prior to the return date, the Secretary shall mail to each qualified voting member a notice of the amendment to be voted upon which shall contain the post marked date on which the ballot shall be returned, a copy of the proposed amendment, a ballot providing a "yes" or "no" choice, a return envelope addressed as provided in paragraph a. above, all in an envelope marked "Official Ballot Enclosed".

c. Tabulation - All sealed mail ballots shall be opened and counted by a committee appointed by the President who shall designate the date, time and place for each tabulation which shall not be sooner than ten (10) days after the required post marked date. The results of the mail vote shall be published in the next issue of Beaver Tales and reported to the membership at the next regular, special or annual meeting.

d. Form - The form of all ballots shall be determined by the President, Secretary and Chairman of the Nominating Committee. Each family unit member shall be entitled to cast one (1) vote on any matter requiring a vote.

Article XI

Standing Committees - Board Appointed Positions

Section 1 - Designation

a. Description - The President shall appoint at least three (3) members including one member from the Board of Directors to the following standing committees to serve concurrently with the officers and directors term of office.

1. Procedures and Regulations Committee (P&R) - The P&R Committee shall accept assignments to review and recommend board action to be taken in connection with amendments to By-Laws, policy changes, rally activities or any other matters referred to the committee by the board.
2. Audit Committee - The Audit Committee shall audit the Treasurer's financial reports and returns and report their findings to the President and the Board of Directors.
3. Budget Committee - The Budget Committee shall determine an annual budget for the operation of BAC taking into account available funds from dues and other sources.
4. Historical Committee - The Historical Committee shall compile photographs, historical memorabilia and items of interest to club members of past events and rallies for the mutual enjoyment of club members.

Section 2 - Board Appointed Positions

a. The Board of Directors shall make appointments of qualified persons to the following positions. Appointees may be compensated for services as independent contractors as may be deemed necessary in the Board's discretion.

1. Membership Director - The Board of Directors shall designate a Membership Director who shall compile and maintain membership records, collect dues, prepare directories, process new member applications, and in general maintain the books and records of BAC membership in accordance with instructions prescribed by the Board of Director.
2. Beaver Tales Editor - The Board of Directors shall designate a Beaver Tales Editor who shall be responsible for the publication, production, editing, distribution and in general the management of a newsletter entitled Beaver Tales as may, from time to time, be prescribed by the Board of Directors.
3. Sunshine Lady - The Board of Directors shall appoint an individual member of BAC to act as Sunshine Lady who shall send appropriate cards to BAC members and their families in the event of illness or death.

Article XII

Indemnification of Officers, Directors and Agents

Section 1 - Indemnification

Each director, each officer and each other person who may have acted as a representative of BAC at its request, that person's heirs, executors and administrators shall be indemnified by BAC against any costs and expenses, including counsel's fees, reasonably incurred in connection with any civil, criminal, administrative or other claim, action, suit, or proceeding in which he/she or they may become involved or which he/she or they may be threatened, by reason of his/her being or having been a director or officer of BAC, and against any payments in settlement of any such claim, action, suit or proceeding or in satisfaction of any related judgment, fine or penalty, except costs, expenses or payments in relation to any matter as to which he/she shall be finally judged derelict in the performance of his/her duties to BAC unless BAC shall receive an opinion from independent counsel that the director, officer or representative has not so been derelict. In the case of a criminal action, suit or proceeding, a conviction or judgment (whether after trial or based on a plea of guilty or nolo contendre or its equivalent) shall not be deemed an adjudication that the director, officer or representative was derelict in the performance of his/her duties to BAC if he/she acted in good faith in what he/she considered to be the best interest of BAC and with no reasonable cause to believe the action was illegal. The foregoing right of indemnification shall not be exclusive of other rights in which directors, officers and others may be entitled as a matter of law or otherwise. The foregoing shall be construed to limit liability of Officers and Directors to the maximum extent allowed by ORS 65.047 (1)(c).

Article XIII

Parliamentary Law

Section 1 - Parliamentary Law

The rules contained in Robert's Rules of Order, Newly Revised, shall govern this Chapter and in all cases to which they are applicable, and in which they are not inconsistent with the Constitution and By-Laws of FMCA and of this Chapter.

Article XIV

Amendments

Section 1 - Amendments

a. Vote - The Constitution and By-Laws of BAC may be amended at any time by the membership casting a vote by mail as herein provided.

Section 2 - Procedure

1. Proposed Amendment - Any qualified voting member may recommend an amendment to the By-Laws which shall be forwarded to the President who shall refer the recommendation to the P&R Committee for review. The committee shall make a recommendation of approval or denial of the proposal within sixty (60) days after receipt and send a copy to the President and each board member.
2. Action - Upon receipt of a recommendation from the P&R Committee, the Board of Directors shall either approve or deny the proposed amendment. If approved, the proposal shall be submitted for a mail vote to the membership within thirty (30) days thereafter. Upon denial of the proposed amendment by the Board of Directors, the proposing member(s) shall be advised accordingly within thirty (30) days thereafter. Approval or denial of a proposed amendment shall require a majority vote of all directors.
3. Veto - A denied proposed amendment may be reinstated within thirty (30) days thereafter upon submission to the BAC President of a petition containing no less than twenty (20) family unit members requesting reinstatement of the proposal in which event the amendment shall be submitted to the membership for consideration by mail ballot within (30) days thereafter.

Article XV

Miscellaneous Requirements

Section 1 - Responsibility

BAC is not to be held responsible for personal statements, opinions, or representations advanced in newspapers, newsletters or in discussion at meetings.

Section 2 - Notices

Notices to Directors shall be in writing and effective fourteen (14) days after deposit in the U.S. Mails to the latest address shown on the corporation's membership roll. The registered agent shall be the person shown in the Articles of Incorporation, as they may be amended from time to time.

Section 3 - Principal Office

The address of the principal office of the corporation shall be:

Beaver Ambassador Club

PO Box 6089

Bend, OR 97708-6089

Section 4 - Corporate Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the State of incorporation, and the words "Corporate Seal".

Section 5 - Contracts, Loans, Checks and Deposits

1. Contracts - The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the corporation, and such authority may be general or confined to specific instances.
2. Loans - No loans in excess of $10,000.00 shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name, except as authorized by the membership acting at a duly called meeting. Such authority may be general or be confined to specific transactions.
3. Checks and Deposits - Until the membership shall provide otherwise by resolution, the funds of the corporation shall be held in checking accounts at First Interstate Bank of Oregon, First Interstate Bank of Idaho, and Western Financial of San Diego, CA, and in such other accounts therein as the President or Treasurer may open from time to time. The President, Treasurer, Secretary or Membership Director may sign checks. All checks shall be supported by a voucher and checks in excess of $1,000.00 shall be signed by one other officer.

Section 6 - Effective Date

The effective date of these By-Laws shall be July 13, 1996.