By-Laws

By-Laws

(Revised June 15, 2015)

ARTICLE I. NAME

1.The name of this association is the AMERICAN GOLD WING ASSOCIATION, also known as and here after referred to as the AGWA.

2.The logo shall be circular in shape with a cyclist riding a Gold Wing motorcycle across the continental United States on a roadway and include the words American Gold Wing Association.

ARTICLE II. OBJECT

1.The object of AGWA is to form an American Association for members who have the common bond of ownership of any touring motorcycle. AGWA will be open to all brands of touring motorcycles. Membership will be determined on a state level. States and chapters that want to accept all brands of motorcycles may do so and those who want to stay strictly Gold Wing may also do so.

2.The AGWA was organized to promote benefits, education, enjoyment, family activities, fellowship, recreation, safety, and the enhancement of the image of motorcyclists in general.

ARTICLE III. MEMBERSHIP

1.Membership shall be a family membership.

A.Active membership in AGWA is open to any individual who is the owner of a touring motorcycle, or a non-owner/rider (Article III, Section D), who is interested in advancing the goals and ideas of AGWA, and is current on his or her AGWA annual dues.

B.Family membership shall include husband, wife, partner, significant other, and any child under the age of eighteen (18) or any sibling over the age of eighteen (18) with a mental or physical challenge. A person who is considered a member of AGWA as the result of involvement with the primary member shall have all information shown for the primary member listed on the official membership records. It shall be the responsibility of the primary member to advise the Membership Director of any changes to this record.

C.If individual memberships are desired within a family said person(s) must own a touring motorcycle.

D.Non-owner/rider membership:

a.Must have been a riding member prior to seeking a non-owner/rider membership.

b. Non-owner/rider may not hold any office.

c.Non-owner/rider will have the same voting rights as regular members.

ARTICLE IV. NATIONAL BOARD OF DIRECTORS

1. The National Board of Directors shall consist of the Executive Committee, National Directors, and State Directors, and they will serve in such offices for a period of three (3) years. All Executive Committee members, and State Directors must also own/ride a Goldwing or a Valykrie, except as noted in Paragraph 7 of Article V.

2. Any vacancy existing on the Executive Board or National Directors shall be filled by an appointment made by the President, with the written approval of the majority of the Executive Board Members.

The appointee shall serve in the appointed position until the next Annual Business Meeting, at which time an election will be held amongst the State Directors to formally fill the position. When it is necessary for the President to make an appointment to fill a vacant position, then all members of the National Board of Directors will be notified in writing. Any State Director vacancy will be filled by a vote amongst the Chapter Representatives of that State. The AGWA Secretary will be notified in writing of any change in National, or State positions, so that this information can be promulgated in writing to the National Board of Directors. If a state only has one Chapter, then the State Director can be selected by a vote of the AGWA members in that state, if desired. If a state does not have a viable chapter, (IAW the By-Laws) or (no chapter has been formed), a State Director; is assigned to the State in question, then the President may appoint a State Director with majority approval of the Executive Committee, to serve until a viable chapter has been formed.

3. The Executive Committee may request the removal of a member of the Executive Committee or a National Director if the Committee feels that such action is in the best interest of the Association and the workings of the Executive Committee. The removal of a member from these positions will require the majority vote of the State Directors.

A ballot and letters representing the position of the Executive Committee, as well as the individual in question, will be sent to State Directors, who will have thirty (30) days to return the ballot.

4.The Executive Committee shall have the supervision of, and be responsible for, the making of policy and the direction of the Association. All records, books, and accounts of the Executive Committee are available to all active members upon written request. The Executive Committee shall transact all business for and in-behalf of the Association.

It may employ such personnel and fix the compensation therefore as it may deem necessary or expedient from time to time, and by formal action, delegate specific authority to such personnel or to committees as here-in-after set forth. Individual State Directors are responsible for the specific granting to any group of ten (10) individual members a chapter for the formation of an AGWA chapter, which must adopt and comply with AGWA by-laws and policies.

ARTICLE V. OFFICERS

1. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Membership Director, all of whom shall be elected at an annual meeting. Additionally, each member of the Executive Committee must be a member of the American Motorcyclist Association (AMA) in order to ensure that AGWA can continue to be an AMA Chartered Organization. While in office, AGWA membership dues will be waived for each member of the Executive Committee from the next renewal date after elected until the next renewal date after leaving office.

2.Unless otherwise designated by the Board, the President shall be the Executive officer of the Association. He/she shall preside at all meetings of the Association, the Board of Directors and the Executive Committee, and shall be an ex-officio member of all committees, except the Nominating Committee. He/she shall have the power to call meetings of the Board of Directors and make a full and complete report of the work of the Association and the actions of the Board of Directors at each annual meeting of the Association.

3.The Vice-President shall, in the event of the absence of the President, perform all the duties of that office until such time as the Board may declare a vacancy therein or otherwise arrange for a continuance of the duties thereof. He/she will act as a liaison between the State Directors and act at the direction of the President and assist any other board members as the need exists.

4.The Secretary shall attend all meetings of the Association and the Board of Directors and shall keep accurate records of all business transacted at such meetings. He/she shall give adequate notice to all members in advance of the annual meeting and/or special meeting of the Association and shall make a full report at each annual meeting. At the request of the President, or as otherwise provided herein, he/she shall give adequate notice of all meetings of the Board of Directors.

A.He/she shall send out a written request to the State Directors for the submission of any motions/by-laws changes that are to be presented at the annual business meeting. When making this request, the State Directors must be provided with at least sixty (60) days in which to respond.

B. He/she shall ensure that all Executive Board meetings are announced, in writing, so that they will be received by the National Board of Directors at least sixty (60) days prior to the scheduled meeting date.

C. He/she shall ensure that the minutes of any Executive Board meeting are promulgated to all National Board of Directors within thirty (30) days from the date of the meeting, and that the Annual Business Meeting minutes will be promulgated to all National Board of Directors within forty-five (45) days from the date of the meeting.

D.He/she shall ensure that the agenda for the annual business meeting, as well as any and all motions/by-laws changes to be discussed at that meeting are promulgated to the National Board of Directors at least sixty (60) days prior to the scheduled meeting date.

5.The Treasurer shall:

A. Be the custodian of all Association funds, depositing same in the name of the Association in such bank or trust company as may be designated by the Board of Directors, and keep accurate record of all receipts and disbursements.

B. Be the signatory of the Association and shall, if required by the Board, give surety bond as may be requested at the expense of the Association. He/she shall make a simplified full report of the financial status of the Association on a semi-annual (6 months following the annual meeting) basis and, upon request, at any meeting of the Board of Directors.

C. He/she is responsible for conducting the financial affairs of the Association, as set forth below:

a.Pay the standard recurrent bills of the Association, which include those expenses incurred in publishing and distributing the Wing Of The Road newsletter, as well as the production and distribution of "Benefits Pamphlets" and the annual "Membership Directory."

b. Pay for all standard consumable supplies, which include Association Membership Pins and Year Pins, AGWA Patches, and AGWA Decals.

c.Reimburse Executive Committee members and National Directors for business-related expenses which are incurred in conducting the responsibilities of their position and/or promoting AGWA, upon submission of valid receipts and an explanation of the expense. The amount of expenses reimbursed is limited to fifty dollars ($50.00) per month, unless pre-authorized by the Executive Committee. The Executive Committee may authorize reimbursement for monthly expenses up to two hundred and fifty (250.00) dollars per month. If a request for reimbursement exceeds two hundred and fifty ($250.00) in a single month, then written approval must be received from a majority of the State Directors, in order for those expenses to be reimbursed. This request shall be submitted in writing to the State Directors, and they will be given sixty (60) days in which to provide a written response. Any single expense incurred will be submitted in its totality; that is, an expense which exceeds the monthly limit can not be spread out over more than one month in order to get around these established spending limits.

d. Purchase Capital Equipment after receiving proper authorization. The Executive Committee may authorize any single expenditure up to one hundred ($100.00) dollars. Any single expenditure exceeding one hundred ($100.00) must be pre-approved by a majority of the State Directors. Notification of the desired purchase must be submitted to the State Directors in writing, and they will be provided sixty (60) days in which to respond in writing.

e.He/she shall advance the Special Projects Director up to one thousand ($1000.00) dollars, if necessary, in order to pay initial expenses incurred in planning and organizing the annual Gold Classic Rally. This money will be reimbursed from the money collected during the Rally, and will be listed in the financial report as a reimbursement, and not as part of the Rally profit.

f.Maintain an inventory of Association pins, patches, decals, etc. for distribution to the membership.

g. Dissolution of A.G.W.A. Assets

This portion of the A.G.W.A. bylaws is to cover the dispersal of the national organizations assets in the event the organization ceases to exist. The organization’s assets are to be distributed fairly and honestly. All outstanding bills and requests for expense reimbursement are to be paid in full prior to any money being distributed to any members. Dispersal to members will be processed as follows.

The total of all A.G.W.A. National bank accounts after all bills have been paid will be divided among the active membership. The last day of A.G.W.A. operation must be processed at the close of the last day of a month. Each A.G.W.A. member will receive credit for the number of years and months they were an active member. Each member will be processed and counted with a total of all members’ months of membership. The total of the months will be divided by the amount of dollars in the accounts after the active bills have been paid. A check will be dispersed to each member for the amount calculated.

Example: An individual has been an active A.G.W.A. member for fourteen years and nine months. The total months, for calculation purpose, is 177 months. All the members’ time, as A.G.W.A. members will be calculated in the same manner. A total of all members time in months will be added together and divided into the dollars remaining in the national treasury.

Dissolution of A.G.W.A. Assets was written and approved on June 18, 2012 in order to comply with the IRS non-for-profit regulation.

6.In the absence of any officer from a meeting at which his/her presence is necessary for an orderly conduct of the business thereof, the presiding officer may appoint a temporary substitute thereof, subject to the approval of the National Board and/or the Executive Committee.

7.National Directors must own/ride a Goldwing or a Valykrie, except when noted otherwise in the following paragraphs. They shall serve as chairperson of the following areas of responsibility:

A.Chairman: Honorary title given to the last past elected President.

B.American Motorcycle Association (AMA) Director: shall be responsible for obtaining and maintaining the National AMA charter, all State AMA charters, and shall serve as liaison between AGWA and AMA. Any member of AGWA may hold this position, whether or not they own/ride a Goldwing or Valykrie.

C.National Public Relations Director: shall be responsible for media relations, releases, promotions of AGWA activities to members and other organizations, and shall be solely responsible for all media representatives.

D.National Safety Director: shall promote safety awareness to all members of the Association through education and information. Any member of AGWA may hold this position, whether or not they own/ride a Goldwing or Valykrie.

E.National Trike & Sidecar Director: shall supply sidecar information to AGWA members.

F.National Publication Director: shall be responsible for a monthly publication, maintaining an advertisement program and general distribution to the membership. Any member of AGWA may hold this position, whether or not they own/ride a Goldwing or Valykrie. While in office, AGWA membership dues will be waived for the Publications Director from the next renewal date after elected until the next renewal date after leaving office.

G.National Membership Director: shall be responsible for processing of new membership applications and renewals, and will maintain a current directory of the Association's membership. The Membership Director will collect membership dues and deposit these moneys into the National Treasury.

H.National By-Laws Director: shall be responsible for maintaining and updating the organizational by-laws and will serve as parliamentarian at meetings.

I.National Special Projects Director: shall be responsible for the annual Gold Classic Rally and any other special projects as desired by the Board of Directors. The Special Projects Director is also responsible for ensuring that all bills related to the Annual Gold Classic Rally are paid in a timely manner. The Director is also responsible that a complete accounting of all income and expenses related to this Rally is compiled and turned over to the AGWA Treasurer, along with any profits realized from the Rally, within sixty (60) days following the closing date of the Rally.

J.National Technical Director: shall maintain liaison with American Honda Motor Company technical staff for the purpose of procuring and disseminating bulletins on Gold Wings to all AGWA members.

K.National Manufacturing Director: shall maintain a liaison with all other manufacturers of accessory items and after market products for the purpose of distribution of information and data to all AGWA members.

L.National Insurance Director: shall be responsible to obtain and maintain an insurance program for the benefit of the membership of AGWA. He/she shall maintain a listing of insurance companies and their rates to be distributed to the membership as requested.

M.National Key Replacement Director: shall maintain the key registration records for the AGWA Key Registration Program and provide assistance to members who lose any keys that are registered in this program. Any member of AGWA may hold this position, whether or not they own/ride a Goldwing or Valykrie.

8.State Directors shall be elected from each State and shall be the single point of contact for all chapter representatives. He/she shall be responsible for developing chapters and promoting AGWA throughout the State.

He/she shall have functional responsibility for all AGWA activity within the State they represent. State Directors are elected by chapter representatives from the State they serve.

The State Directors shall call a State Officers meeting, after giving adequate notice, in which Chapter Reps. can nominate and elect their State Director.

State Director's term of office shall be for three years, or until a successor is elected. State Directors shall be installed in the election meeting. State Directors are not reimbursed by AGWA National for expenses incurred in the performance of their duties.

In accordance with these by-laws, State Directors, or their properly designated proxy, comprise the voting body of officers at the Annual Business Meeting; however, it will frequently be necessary to obtain a written vote from the State Directors on various issues that will arise outside of the Annual Business Meeting. When a written vote is required by these by-laws or requested by the Executive Committee on a particular issue, each State Director will be notified in writing and provided sixty (60) days in which to respond in writing. Any State Director not responding within the designated sixty (60) day period will be considered to have cast a vote of abstention, and this will be annotated as such in the official records of the Association.

9.Chapter Representatives are elected annually by the members of the Chapter he/she represents. Chapter Reps will report to the State Director and act as the informational link between the organization and the members. Chapter Reps will assume organizational and advisory control of that Chapter. Chapter Reps. promote enjoyment, fellowship, recreation, safety, family activities, and enhancement of the image of AGWA and motorcyclist in general.

Chapter Reps shall elect their State Director. Chapter Reps are the only voting member for the election of State Directors. The AGWA membership assigned to a Chapter shall elect their Chapter Rep. on or before the term of office may expire.

Each family member present over 18 years of age has one vote. Chapter Reps term of office shall be for one year, or until a successor is elected. Chapter Reps shall be installed in the election meeting.

10. A Bike Show Committee shall be established to serve as the administrative source for interpreting and/or resolving any or all controversies of rally bike show rules.

This committee shall be comprised of two (2) directors and one (1) local representative.

The directors shall be appointed by the AGWA President for a term of three years; the local representative will be appointed by the Special Projects Director of the host state for a term of one year. This committee would be responsible for reviewing, revising, and/or rewriting for clarification the existing rules.

ARTICLE VI. ELECTIONS

1.Executive Committee/National Directors

A.Any person desiring to run for the position of AGWA President shall put together a slate of members for each position on the Executive Committee, and announce this slate in writing at least sixty (60) days prior to the annual meeting during which elections are scheduled. This written announcement may be made in writing to each of the State Directors, or it may by made through the Wing of the Road publication. At the annual meeting, all announced slates will be voted on in their entirety.

B.Nominations from the floor will be order at the annual meeting.

C.Elections shall be of the form selected by the President.

D.State Directors are the only eligible voting members for the election of National Officers and voting on National policy/business. Each State Director present at the annual meeting has one vote. In order to cast his/her vote, in National elections or on National policy/business, a State Director must have a viable State chapter, IAW the by-laws (Article 4, Section 4), of AGWA.

If a State chapter has not been formed in the State, IAW the by-laws, then no vote can be cast/accepted on National policy/business or National elections.

E.Officers will be installed at the annual meeting, with the exception of the National Publication Director and the National Membership Director.

The term of office for the Publication Director and Membership Director will expire sixty (60) days after the election, in order to allow for a smooth transition of responsibilities. However, if the newly elected Directors for these positions are prepared to assume their responsibilities prior to this sixty (60) day extension, then they may do so, at their discretion.

F.Proxy Voting

a.State Directors must have a viable Chapter, IAW the by-laws, to give their proxy vote on National policy/business.

b. Proxy votes can only be given to a member of the State in which the State Director represents.

c.The member with the proxy vote must be from a viable State chapter, IAW the by-laws, for the proxy vote to be counted/accepted by the Executive Committee/President.

d. A letter granting the proxy vote must accompany all proxy votes.

e.All conditions or paragraph F must be met in order for a State Director to give his/her proxy vote on National policy/business.

G.National Officers' term of office shall be for three (3) years, or until their successors are elected.

ARTICLE VII. MEETINGS

1.The National Board of Directors shall meet annually to establish AGWA policy, elect officers, receive committee reports, and transact such other business that may properly come before it.

2.The Executive Committee shall meet as often as necessary in order to manage the Association.

3.State Directors shall meet at least once a year with Chapter Reps for State elections, manage the affairs of State activities and conduct whatever business that properly comes before the assembly.

4.Chapter Reps shall have chapter meetings on a regular basis to conduct the business of the chapter.

5.Meetings of AGWA shall be in accordance with the provisions of the latest edition of ROBERTS RULES OF ORDER "MODIFIED".

6.Prior to meeting, the chairperson will explain that the meeting will follow Roberts Rules of Order, that we modify to keep simple.

ARTICLE VIII. DUES

1.Dues, in the amount of thirty dollars ($30.00) per year, will be collected from each member of the American Gold Wing Association. Payment will be due with the application for membership of each member and each year thereafter on that date for member renewals.

2.The dues to be distributed to each state as follows:

A.$5.00 to the State for all new members.

B.$2.50 to the State for all renewal dues.

3.The remainder of the dues collected, from each new member or renewal, will be placed in the National Treasury.

4.The dues shall be reviewed and evaluated at each annual meeting. Changes to the dues can only be made by a change to these By-Laws.

5.This dues increase will go into effect on September 1, 1993.

ARTICLE IX CHAPTER FUNDS

1.Chapter funds are the responsibility of the Chapter Representative. The Chapter Rep may appoint a Chapter Treasurer for the on going bookkeeping. However, the sole responsibility of the chapter treasury lies with the Chapter Rep.

2.The Chapter Rep or their Treasurer may disperse (without Chapter approval) any amount up to fifty ($50) dollars, inclusive; and up to one hundred ($100) dollars for special events.

3.In the event that a Chapter disbands, all moneys in the treasury shall be distributed in even portions to all members of record.

ARTICLE X. AMENDMENTS

1.The by-laws may be amended/revised/added to by affirmation vote of two-thirds of the State Directors present at the National meeting. Copies of proposed amendments shall be given to members, in writing, prior to the annual meeting.

2.The Membership Director shall provide each State Director with a monthly list showing the following information: Current members - New members - Renewals - Past Due Memberships. This information will not be required until the new computer data base, that is currently being developed, is fully operational.

3.The Registration Director shall confirm receipt of registration to the registrant in writing for the National Rally no later than fourteen (14) days after receipt of rally registration.

4.Any product or merchandise that is requested by any AGWA member must include payment in full with the order of requested items from National, or from the person who is in charge of product/merchandise inventory.

ARTICLE XI. APPROVED MOTIONS.

The following Motions have been approved in the past and are still in effect.

MOTION	DATE APPROVED	APPROVED BY
That the American Gold Wing Association (AGWA) contribute regularly to charities and organizations (local or national) that support motorcycling, These contributions may be in the form of a donation from the National Treasury or a contribution that matches some other funds that are raised by the activity of a local chapter. The amount of money available will depend on the financial resources of AGWA and will vary throughout the year, and from year to year. It is anticipated that the donations will range from $100-$250. The National Treasurer will use his/her discretion in allocating these funds, and any controversial request will be decided by the Executive Board.	Nov. 1987	Executive Committee
Give the Executive Committee approval to hire a professional printer to print the national newsletter. The Executive Committee shall hire a professional printer they feel will give the association the best quality and price. Also, the Executive Committee shall change printers when they feel the changes would be best for the association.	Aug. 1989	National Meeting
Award a Lifetime Membership to any person who serves 2 full terms as National President of the American Gold Wing Association. The following rules will apply: 1. A full term will be considered as being elected at the National Board Meeting at our Annual Rally and serving for two years until the next scheduled election. Anything short of two years will not be considered a full term. 2. To receive this award a person must serve two full terms as National President. These terms need not be consecutive. 3. This award will automatically be presented at the banquet of the National Rally at the end of the second full term. 4. It will be the responsibility of the other members of the Executive Board, serving with the President at the end of his/her second full term, to present the award. 5. A plaque with the President’s name and permanent AGWA number and words of appreciation from the members will be presented with the Lifetime Membership. 6. The Award will be given with the majority approval of the State Directors.	Aug, 1990	National Meeting
Any member who recruits 7 new members receives 1-year free membership.	Sep. 1991	Executive Committee
Award a plaque to each National, Regional and State Director only after he/she leaves that position, providing at least one full term in office has been completed. Include on the plaque an engraved plate designating the entire time served and discontinue the practice of awarding the same people yearly plaques for holding the same position.	June 1995	National Meeting
The Membership Director shall provide each State Director with a monthly list showing the following information: Current members – New members – Renewals – Past due memberships.	Aug. 1996	National Meeting
The Special Projects Director shall confirm receipt of registration to the registrant in writing for the National Rally no later than 14 days after receipt of the rally registration.	Aug. 1996	National Meeting
To Award a Lifetime AGWA Membership to Wayne Aten.	July 1999	National Meeting
To Award a Lifetime AGWA Membership to Russell and Wanda Densmore.	June 2012	National Meeting
Membership Director may accept the application from a new member owning a touring motorcycle, from any state that does not have a state director.	June 2013	National Meeting