Constitution and Bylaws
Indian Motorcycle Riders Group
Fredericksburg, Virginia (#1975)
Article I - Organization
The name of the organization shall be Indian Motorcycle Riders Group of Fredericksburg, LLC (IMRGF); an incorporated 501(c)3 non-profit organization. The organization is chartered through the national Indian Motorcycle Riders Group (IMRG) as #1975.
The organization shall have a seal which shall be in the following form:
The chapter name, “Fredericksburg, VA” will be located on a banner above the IMRG seal. IMRGF will adhere to the most currently available IMRG Brand Standards guide
The organization may at its pleasure by a vote of the membership body change its name with 65% approval.
Article II - Group Objectives and Goals
The objectives and goals of this non-profit motorcycle group shall be those of Indian Motorcycle Company, which are to promote friendship and good will and to enhance the lives of its members and all motorcycle riders. To this end our objectives are:
Dedicated to the community and to helping others through charitable activities and fund raisers for specific purposes, serving the needs of others less fortunate due to illness, accidents, disease, or other unfortunate situations or circumstances that result in hardship for the individuals and their families.
To encourage safe riding for all members and riding enthusiasts alike and to contribute and reflect positively on our communities.
For motorcycle enthusiasts to experience the freedom of the open road through lawful and safe motorcycle riding activities.
To provide a means for individuals to participate with others that share like-minded interests which include motorcycling activities.
To promote Indian Motorcycles and Indian Motorcycling.
The group shall not endorse or condemn any candidate for political office and no member may make any such endorsement or condemnation in the name of the group.
Article III - Principal Office
The principal office of the group is located at:
Indian Motorcycles of Fredericksburg
10151 Southpoint Pkwy.
Fredericksburg, Virginia 22407
IMRGF is affiliated with Indian Motorcycle of Fredericksburg as its authorized Indian Motorcycle Dealer as is required by IMRG.
Article IV – Membership
Section 4.1 - Riders
Any person who is a registered owner of an Indian Motorcycle or is sponsored by a registered Indian Motorcycle owner is eligible to become a Rider in the IMRGF. All riders must be members of the National Indian Motorcycle Riders Group before they can be members of an IMRG Chapter. Eligible persons shall be admitted to the Group upon proof that they are current IMRG members (IMRG membership card).
Types of Memberships:
Inaugural membership is FREE for one year with the purchase of any current year new Indian Motorcycle.® This entitles the member to all the benefits and services of the Indian Motorcycle Riders Group.™ After one year, the Inaugural Member will need to renew their membership and become a full member.
Hendee membership provides the rider and passenger with all the benefits and services of being a part of the Indian Motorcycle Riders Group.™ A one-year, two-year, and five-year membership is available.
Hedstrom membership is designed for riders who do not own an Indian Motorcycle® but are motorcycle enthusiasts who would like to be a part of the Indian Motorcycle Riders Group.™ They will receive most of the benefits and services of being a part of the Indian Motorcycle Riders Group.™ A one-year, two year, and five-year membership is available.
All three (3) levels of membership entitle the Rider to the same benefits and opportunities.
Belonging to a motorcycle Group means more than paying dues and attending Group functions. It also means that the Rider accepts responsibility for courteous riding. This included practicing motorcycle safety, lending a hand to those in distress, and following the rules of the road. Each Rider is expected to become and active participant in Group functions, activities and duties.
The acceptance of membership by a Rider in the Group constitutes his or her agreement to the terms and conditions of this Constitution and Bylaws and any then-adopted Group rules of the road. Without limiting the foregoing, each member agrees to fully indemnify, defend and hold harmless the Group, its officers, employees, agents and other members in the event of any claim or lawsuit based on the act or omission of such member.
Section 4.2 - Dues
The dues of this organization shall be $ 25.00 per annum and shall be payable on annual basis.
IMRGF may assess its own membership dues to cover its expenses and adjust accordingly by a unanimous vote of its Officers.
Dues must be paid by their annual due date or membership in IMRGF may be terminated.
The IMRGF Treasurer will keep a record of IMRGF membership dues and provide 30-60 days notice of membership expiration.
Annual dues to IMRGF are separate from IMRG.
Section 4.3 - Termination of Membership
The membership of any member will terminate upon any of the following events:
The resignation or death of the member.
In the case of a membership issued for a period of time, when the period of time has expired unless the membership is renewed.
The failure of the member to pay dues or fees within the times set forth by the Group or as otherwise provided in this Constitution and Bylaws; or the failure of the member to otherwise comply with the provisions of this Constitution and Bylaws or any membership rules adopted hereunder.
Termination of the Rider’s IMRG membership by unanimous vote of the National IMRG Board of Directors.
Termination of the Rider’s IMRGF member’s membership by unanimous vote of the Groups Officers at a Special Meeting called by the Group’s President specifically to terminate the associate's membership in the Group.
Termination of a membership shall not relieve the member from any obligation for charges incurred, services or benefits actually received, dues, assessments or fees for which the member is obligated to the Group.
No portion of the Rider’s dues will be refunded upon termination.
Section 4.4 - Transfer of Membership
Rider memberships in the Group are nontransferable and non assignable.
Section 4.5 - Membership Book
The Group shall keep a membership book containing the name and address of each Rider and associate member. The Membership book may be digital format. Termination of any member shall be recorded in the book along with the manner and date of termination.
Article V - Meetings of Members
Section 5.1 - Regular Meetings
Members shall meet regularly on the third Saturday of each month at 11:00 AM. Meetings of the membership shall be held at the Principal Office of the Group or at such other place generally convenient to the Riders as designated by the Officers of the Group from time to time.
Section 5.2 - Annual Membership Meeting
The annual Membership Meeting of this organization shall be held on the third Saturday of January each and every year except if such day be a legal holiday or the subject of incelment weather, then and in that event, the Board of Directors shall fix the day but it shall not be more than thirty (30) days from the date fixed by these By-Laws. The Annual Membership Meeting MUST be held prior to January 30th each year in order to submit requisite annual documents to IMRG by January 31st. The completed annual paperwork shall be sent to:
Indian Motorcycle Riders Group
2100 Hwy 55
Medina, MN 55340
ATT: Local Chapter Paperwork
The Secretary shall cause to be mailed to every member in good standing at their email address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
Annual meetings of this group shall be held at the Principal Office.
Section 5.3 - Special Meetings
A special meeting of the Riders for any lawful purpose or purposes may be called at any time by the President or Secretary or by not less than 20% of the Riders of the Group. All special meetings shall be called by written notice at least 20 days prior to the scheduled meeting date.
Section 5.3.1 - Notice of Special Meetings
No notice shall be required for regular meetings of Riders. Written notice of the time and place of special meetings shall be delivered personally to each Rider or sent to the Rider by United States mail, postage prepaid to his or her address recorded in the membership book at least twenty (20) days prior to such meeting. The notice shall specify the date, time and the general nature of the business to be transacted.
Section 5.4 - Executive Session
An executive session, sometimes called a “closed meeting” is a meeting tool for protecting and advancing the best interests of an organization. An executive session provides a venue for handling issues that are best discussed in private, for fostering robust discourse, and for strengthening trust and communication. Distinguished by their purpose and participants, executive sessions serve three core functions: (1) they assure confidentiality, (2) they create a mechanism for board independence and oversight, and (3) they enhance relationships among board members within the Executive Committee.
Section 5.5 - Quorum and Voting
One-third (1/3) of the Riders or ten (10) Riders, whichever is least, and a majority of the Officers shall be a quorum for all meetings of the Riders.
All matters shall be decided by the affirmative vote of a majority of regular members present at a meeting of members at which a quorum is present unless a greater number is required by law. Voting shall be a show of hands or secret ballot as deemed appropriate. Riders shall not be permitted to vote or act by proxy and cumulative voting shall not be permitted.
Meetings of Riders shall be presided over by the President of the Group or, in his or her absence, by the Vice President. The Secretary of the Group shall act as secretary of all meeting or Riders, provided that in his or her absence the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Roberts Rules of Order as such rules may be revised from time to time insofar as such rules are not in conflict with this Constitution and Bylaws or with law. The Sergeant at Arms or his designee will ensure parliamentary order and both distribute and collect voting ballots when utilized.
Article VI - Officers
Section 6.1 - Officers
The officers of the Group shall consist of a President, a Vice President, a Secretary, a Treasurer, a Sergeant at Arms, and a Road Captain. Any Rider shall be qualified to be an officer of the Group. All officers of the Group shall be nominated and elected by a plurality of the votes of the Riders at such meeting. Each officer shall serve for a staggered term of two (2) years and until his or her successor is elected. If required, the Group President with EC approval may appoint additional Officers. Nominations of officers should be made during the regular meeting prior the annual Membership Meeting.
Section 6.1.2 - Executive Committee
The Executive Committee (EC) is a group of six (6) officers appointed to act on behalf of, and within the powers granted to them by, the board of directors; it consists of a President, Vice-President, Secretary, Treasurer, Road Officer, and Sergeant at Arms. A quorum of the EC shall consist four (4) members. Motions shall be passed by majority vote. If a motion is stalled by a tie vote after three (3) attempts, it must go before the membership for consideration.
Section 6.1.3 - Duties of President
The President shall be the general manager and chief executive officer of the Group and shall perform all the duties customary to that office. The President; shall preside at all meetings of the Riders; shall act as the Groups delegate at all Chapter meetings of Indian Motorcycle Riders Group unless the Riders vote another officer to act as Delegate, and shall represent the Group at local and national motorcycle functions and activities. A ‘President’ patch or other approved insignia will identify the office-holder.
Section 6.1.4 - Duties of the Vice-President
The Vice-President may assume and perform the duties of the President in the absence or disability of the President or whenever the office or President is vacant. A ‘Vice-President’ patch or other approved insignia will identify the office-holder.
Section 6.1.5 - Duties of the Secretary
The Secretary shall record or cause to be recorded, and shall keep or cause to be kept a book of minutes of actions taken at all meetings of committees and Riders with the proceedings of all such meetings of the Riders and of the committees of the Group required by this Constitution and Bylaws or by law to be given; shall keep the seal of the Group (if any) in safe custody. The Secretary shall cause to be mailed to every member in good standing at his address or email address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting. The Secretary shall be conscripted as parliamentarien in the SAA’s absence. A ‘Secretary’ patch or other approved insignia will identify the office-holder.
Section 6.1.6 - Duties of the Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Group, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The Treasurer shall deposit all dues, moneys and other valuables in the name and to the credit of the Group. The Treasurer shall disburse the funds of the Group as may be ordered by the President, shall render to the President, whenever they request it, and account of all the Treasurer’s transactions as Treasurer and of the financial condition of the Group. The IMRGF Treasurer will keep a record of IMRGF membership dues and provide 30-60 days notice of membership expiration. A ‘Treasurer’ patch or other approved insignia will identify the office-holder.
Section 6.1.7 - Duties of the Sergeant at Arms
The Sergeant-at-Arms is responsible for ensuring that the Bylaws and Standing Rules of the club are not violated and identifies if a quorum is present. They are responsible to insure that the orders of the Executive Committee are carried out in an expeditious manner. They are responsible for policing and keeping order at all club events, except as noted under the Duties of the President. They will conscript members to aid in keeping order on their own authority. They have the responsibility to the group to report any unseemly behavior of incident to the Executive Committee (President, Vice-President, Secretary, and Treasurer). The SAA is responsible for the safety and security of the group. They shall keep and maintain a record of all data pertinent to the safety and security of the club and it’s members and prospects. Upon becoming aware of any real or perceived threat to the club, its Members or events, they shall immediately notify the Executive Committee of that information. As the primary function of the SAA is Parliamentarian, the Secretary shall be conscripted. The SAA and their conscripts will be identified by a Sergeant’s patch or other approved insignia.
Section 184.108.40.206 - Duties of the Sergeant’s Conscripts
The Sergeant’s Conscripts will assist the SAA in their duties as required.
Section 6.1.8 - Duties of the Road Officer
The Road Officer is responsible for coordinating all aspects of group Rides including safety; planning and logistics as well as appointing Riders to fill a Road Captains Cadre, possibly to include a Deuce, Navigator, Tail Gunner, Instructor, etc. as necessary in order to ensure the safest and most enjoyable ride for the Group. The Road Officer will be responsible for teaching all members hand signals to be used on all Rides and provide Riders with cell phone numbers (if applicable) of all other Riders in an individual Ride. The Road Officer can at his or her discretion appoint a Safety Officer to serve until the next elections are held for the group. The President of the Group must approve the Safety Officers appointment. Winged patches or other approved insignia will identify the RO and the Road Captains.
Section 220.127.116.11 - Duties of the Road Captains
The Road Officer will select Road Captains to be active participants in group rides. In order to maintain currency, Road Captains should regularly attend Road Captain meetings. Road Captains will attend and complete courses in First Aid, Accident Scene Management (ASMI is not currently required, but is strongly recommended) - available through Road Guardians (https://roadguardians.org). Road captains must participate in a minimum of six (6) IMRGF sanctioned group rides annually to remain active in this position. Road Captains must adhere to the IMRGF Road Captain Handbook.
Section 6.2 - Removal of a Group Officer
Any officer of the Group may be removed from office, without cause by a unanimous vote of the Riders. Impeachment of an Officer must be done at a Special Meeting with prior notice (See section 5.3).
Article VII - Execution of Corporate Instruments; Notes
The Officers shall determine the method and designate an officer or officers or other person or persons to execute any corporate instrument or document1, or to sign the corporate name, except where otherwise provided by law, and such execution or signature shall be binding upon the Group. Unless otherwise required by law, the President or any Vice-President and the Treasurer of the Group must sign promissory notes and other evidences of indebtedness of the Group.
Article VIII – Board of Directors
The business of this organization shall be managed by a Board of Directors consisting one (1) member identified by the dealership General Manager, together with two (2) IMRGF members, and the IMRGF’s Executive Board. All members of the Board of Directors will be identified at the annual membership meeting.
The IMRGF (non-Executive Board members) to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of two years.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
Fifty (50%) percent of the members of the Board of Directors (4) shall constitute a quorum and the meetings of the Board of Directors shall be held regularly, virtually or in person, on the third Saturday of every third month.
Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
The Board of Directors shall select from one of their members a secretary.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
Article IX - Amendments
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 50% of the members.
1 A legal instrument (such as a contract or deed) by signing it (and perhaps sealing and delivering it) so that it becomes legally binding and enforceable