Bylaws.....

[abendx]

This is a thread to discuss the newly enacted bylaws and other items related to the clubs incorporation as a non profit.

I have a ton of questions and surely others do as well.

[abendx]

Q. What does incorporation of the club as a non profit do for me?? (obviously not me, but the people in the club)

Q. Run insurance. When a member plans a run, does the club insure that run? If the club does insure all runs, what needs to occur? Then, does that extend to associate member planned runs as well? What is the clubs exposure in this kind of "event" and who/what needs to be present?

Q. Run requirements: Now that we've incorporated and are insured, will we have hard and fast rules and inspections to insure all vehicles meet those?

Q. Intoxication: Now we all have our own ideas about drinking on the trail, but now that we are insured, does that need to change?

Q. Full/Associate members: Aside from voting and a couple of free stickers, it seems these two levels are more or less the same thing? Please provide a comparative table for the dummies like me.

Q. First vote is in November or are the currently "elected" officials good for two plus years, then voted upon?

Q. Will the Secretary really be required to attend all meetings?

Q. Tad confused, but I believe I am reading that *all* club business will be conducted online in a special sub forum?

Q. Raffles will be location specific and as such, all chapters will basically be required to obtain their own raffle items?

Q. Will there be other club positions?

[Lake_v2]

dang... do you work...???? lol those are well though out questions...you gotta have a lot of time on your hands...

I am sure they will answer your questions shortly...

I am confused on the area rep's deal, we do have more than one chapter already, is the area rep voted/designated by the members of that area, to be a voice of the area and help organize events with the blessing of the 4 horseman... haha i like that 4 horseman of the apocalyspe leading the infectious offroad club....

[Franeebeth]

[quote="abendx"]Q. What does incorporation of the club as a non profit do for me?? (obviously not me, but the people in the club)[/quote]

The process of legally declaring a corporate entity as separate from its owners. Incorporation has many advantages for a business and its owners, including:

1) Protects the owner's assets against the company's liabilities

So basically it will help to protect our founder and those who could be perceived as being organizers in that the corporation itself is the owner/organizer. The other piece is that as the club collected monies for raffles and "swag" by incorporating the owner/organizer is not held to personally report those monies collected as earnings.

That is my take on it anyway. Hope it helps

[Desert Dog]

1) Other than the right to vote in what little voting activity takes place and a free sticker, its just supporting the club. Nothing will change from where it is right now, especially if you decide to remain an associate member. Federal law requires that we give additional benefits to paid memberships, so that is the only reason for the distinction. We didn't want to overdo this and alienate folks who decide not to pay dues, as we already have enough memberships to pay the bills at this point, any extra money just goes to raffles and land use.

2) There really is no "run insurance". As Frances stated, Incorporation protects club leadership from having their personal assets seized in litigation. D&O insurance will indemnify club leadership from further damages. We live in a sue-happy world, trust me, I have 4 ongoing cases between 2 companies I am a partner in right now. As soon as someone gets seriously injured (we have a very dangerous hobby), that great guy's family will not hesitate to put Larry H Parker up our ass. And its not just issues on the trail, hundreds of forums get sued every day; People sue and win when they feel they are being harassed, threatened, or slandered on a forum and the management doesn't react - this almost happened on the IOR forum. Virtually every club and forum directorship carry this insurance. You are responsible for insuring yourself and your vehicle. If you do something really stupid or blatantly illegal, no insurance is going to protect you.

3) No. We got a consensus on this last year.

4) No changes in this regard. Insurance does not protect anyone from their actions while intoxicated or under the influence of other controlled substances. We will not address people who engage in legal use and activity, but also do not encourage people to break the law. Basically, we support the law in this regard.

5) Without sugar coating anything, paid membership is just a way for the club to legally pay our bills and be tax exempt. You help support the club, you get a voice in how we spend the money. If not, no big deal and nothing is different than it was before incorporation.

6) Current board of directors will stand for the next two years before the next election, for the exception of GJ, who is permanent president of the club and has rights to the IOR name. We chose the current board based off of current participation in the club - basically there was a ton of work to do and we needed doers. The people chosen were basically performing the functions before incorporation anyway. This club would have never gotten off the ground if we did it any other way.

7) Yes and no. Our Meet and Greets are not meetings, they are a social gathering of members, so the secretary is not required to attend these. Our meetings are the monthly activity that takes place in the full-member forums, and our monthly minutes will be based on this activity. The executive board will meet occasionally to conduct business, but these will be the only official person to person meetings.

8. Yes, as stated above, for the exception of the occasional director meeting as required by law.

9) Yes. Our local donors have indicated that they want the items they donate distributed locally, so the donations benefit their stores and their customers. I can't blame them for this attitude as I would demand the same. That is why we put a provision in the by-laws for a local rep. The local rep will be the guy responsible for conducting club business on a local level and growing that chapter. You are lucky enough to have a lot of parts vendors in your area. Raffle items can also be purchased with club funds after a motion is carried and a concurring vote occurs in the member forum. The problem with the Oxnard chapter is that you only have about 3-5 rigs at your M&Gs, so its not much of an raffle. If you guys could put together a BIG Promo in Oxnard to gain members, I'm sure the club will gladly vote to throw some swag into the mix.

10) Probably not. Remember, the idea is to keep things as they were, not create positions of authority or build a complicated hierarchy. We simply created a board of Directors as required by state and federal law, and wrote in a provision for area reps to make life easier if the club expands beyond Kern County.

GJ can probably give you more detailed answers to your questions.

[abendx]

Cool... thanks Chris. I have more questions, but am thinking about how to word some of them. The Bylaws are a wall of legalized and all I see when I read that is rules and problems with lawyers.... I understand the need/requirement, just trying to understand how this affects me and other members.

I think you should make paid membership more appealing. Some other perk(s) not available to associate members. I think I understand why you did it the way you did, but I think there needs to be more of a pull for people to want to be a paid member. Okay... I'll give one now that I am thinking about this.

Q. Club funds. When club funds are used to create an event, buy raffle items, whatever... how do those fund get distributed?
(example) Let's say Oxnard wants to put on a party for Pete when he comes home from Africa and for whatever reason need to use club funds. Would the entire club's fund be available or only funds created through the Oxnard chapter's fundraising (memberships/etc)?

[chuckanut105]

To answer the party question I would think no, if it was just a party for me. Now if we turned it into a huge Promo for the club/ offroad community I would say maybe depending on how all "the infected" vote. Correct me if I'm wrong anyone but that's the way we do it in the First Class Association. Club funds are club funds and chapter funds are chapter funds.

[Dirty LJ]

Thanks Chris, Frances and Pete.

The reason its not more appealing to become a paid member is because we don't want or need people to become members for the "perks" the only reason to become a member is to help keep the club running, if you choose. We don't need lots of paid memberships. Just enough to keep everything paid for. The club is going to operate the same as before, which is the reason there is very little difference between paid and non paid is because people that don't pay and just wheel are just as important to the club as people that do pay. Being a paid member is not and never will be a requirement of this club.

The rules and by-laws were written to try and keep the club much like it was before. Most of the things in there are only there because CA requires it.

Sent from my SCH-I535 using Tapatalk 2

[Dirty LJ]

Well said Pete!

[abendx]

Okay... I fucked up with my example. Please remove that reference from your brain and re-address the question.

While I do appreciate the rest of the club's attempting to answer, only GJ and maybe the other members of the board can. Some of my questions might even be addressed best by a lawyer. The club has changed considerably with this new incorporation... we might attempt to keep it the same and might do very well with that on the surface, but the foundation is new.... and with anything new, you get benefits and drawbacks.

Seeing it only takes four or five to fund the club for a year at 50/each (I think that is what I am getting from your comments), would it be smarter to lower the fee to attract more people (50/year might be high for many members, seeing half of us don't even own our own 30 dollar snatch straps). What I am thinking is it is a numbers game... at 50 you might get very few takers, at lets say 30, you might get a ton more takers, thus adding more to the till in the end. Just a thought.

Also, seeing this is a non-profit corporation, maybe you should tout the fact that membership is tax deductible.

[chuckanut105]

I think I know what your getting at Brad. You want to know what the real benefit is to being a full member and how the money we make can be used for "our" benefit? Is that what your asking. If that is then well GJ.....

[Dirty LJ]

Membership is not tax deductible, we are a 501(c)(7) — Social and Recreational Clubs, which is tax exempt but not a charitable donation.

The reason the membership costs are what they are is because we do not want or need lots of paid memberships. If someone doesn't have the money to buy equipment for their vehicle then we encourage them to not buy a membership as it is not required or necessary. The money collected is used to pay for, the website hosting, Insurance, Lawyer fees, land use fees for club events and any other fees that may arise. Extra funds will be saved in IOR's bank account for future use or raffle items depending on how much is left over.

Nothing in the day to day operation in the memberships view of the club is changing. Other than the ability to receive monies from corps i.e 4wp, have the club protected legally and more money to buy IOR Swag, banners, and raffle items.

[chuckanut105]

God I wish I was could be at the M&G tonite I think Is gonna be a good one.
I do see where Brad is coming from and I do see what GJ and MFD are getting at. I think it all comes down to the fact do you want/need to vote on club issues cause paying $50 for club stickers is a rip off. Sorry but it is. I can see where who the club might change and I think that is another thing that Brad and I dont want we both like the club the way it is. I think that 99% of the people like the club the way it is. Somethings are going to change enviably its just the way things work when you do something like this. How it changes and how the "non-infected" members like/ dislike it will set the tone for the club.

[abendx]

Please explain raffles to me.... as I understand MFD, these will be locally obtained and locally distributed. MFD stated that this is partially due to vendors wanting their items given to locals (assuming they feel this will bolster future business).

Q: How does the smaller chapter go about obtaining gifts?

My feeling is that if I called a company attempting to secure items, one question they ask will be how many come to your meetings... based upon that thought, I doubt the smaller chapter(s) could ever obtain items until they grew..... Catch-22 don't you think? Since I assume raffles are used to attract new members and keep current ones involved. I also assume club funded events will only occur where there is a big bang for the buck. Makes sense.... but how does that relate to spending funds to advertise in areas we want to boost membership?

[quote="Dirty LJ"]Membership is not tax deductible, we are a 501(c)(7) — Social and Recreational Clubs, which is tax exempt but not a charitable donation.

The reason the membership costs are what they are is because we do not want or need lots of paid memberships. If someone doesn't have the money to buy equipment for their vehicle then we encourage them to not buy a membership as it is not required or necessary. The money collected is used to pay for, the website hosting, Insurance, Lawyer fees, land use fees for club events and any other fees that may arise. Extra funds will be saved in IOR's bank account for future use or raffle items depending on how much is left over.

Nothing in the day to day operation in the memberships view of the club is changing. Other than the ability to receive monies from corps i.e 4wp, have the club protected legally and more money to buy IOR Swag, banners, and raffle items.[/quote]

I found a FAQ at [url=http://goo.gl/EJziH]this law firm's website[/url]... please expand on the following item:

[color=#FFBFFF][i]B. Public Use of Club Facilities. Under tax regulations, a club which engages in the business of making its social and recreational facilities available to the general public is not organized and operated exclusively for pleasure, recreation and other nonprofit purposes and is not exempt under §501(c)(7).
[/i][/color]

Q: Assuming the FAQ is factual, how does this item apply to the club and our runs/activities? If I understand correctly, there are three basic levels of membership. Infected (paid), semi-infected (bought a sticker), clean (just some guy that wants to wheel). How would the "clean" person integrate and how does it affect the club and its status as a 501(c)(7)?

Q: Please define "land use fees for club events."

Q: Will there ever be a plan to send money to the larger lobbying organizations that support or cause (BRC, C4W, et al.)?

[quote="chuckanut105"]God I wish I was could be at the M&G tonite I think Is gonna be a good one.
I do see where Brad is coming from and I do see what GJ and MFD are getting at. I think it all comes down to the fact do you want/need to vote on club issues cause paying $50 for club stickers is a rip off. Sorry but it is. I can see where who the club might change and I think that is another thing that Brad and I dont want we both like the club the way it is. I think that 99% of the people like the club the way it is. Some things are going to change enviably its just the way things work when you do something like this. How it changes and how the "non-infected" members like/ dislike it will set the tone for the club.[/quote]

I hope my comments aren't seen as combative or anything negative. I am only attempting to understand what the club has done and what it will become. Burying your head in the sand and saying this will not have a big effect on how we do things is downright naive, just as you pointed out Pete.

My questions really have nothing to do with the cost. Honestly, I don't see 25/year as expensive, although I feel that a two year payment makes it look more than it really is. Some of my concerns with the fees are how will they be distributed. GJ is starting to explain in a way I can understand (@GJ: thanks for being patient with a dummy like me).




Honestly, I am a bit surprised that the release of the bylaws have not caused more discussion. This is a big deal folks!

[abendx]

Q: based upon MFD's answer about liability, I assume the club has none and the run organizer takes on all of it? Is that the case? Can we get some real legal counsel on that question? Now that the club is incorporated, these kinds of legal questions become extremely important. My assumption (and maybe I am incorrect) is that a "just-runs club" offered us individual protections, but as a corporation... things might be different. I would have guessed the club became responsible, but that was cleared as not correct by MFD. So... what is the individual's actual exposure? (question is really directed for those leading/posting a run... but could apply otherwise).

[AJ99]

I think paid memebers should get a free IOR shirt that stats INFECTED on the back arched over the sholders with the bio hazard logo in the mid back and then the chapter they are in at the bottom arched upward.

(maybe i watch too much of Sons of Anarchy)

[AJ99]

[quote="abendx"]Okay... I fucked up with my example. Please remove that reference from your brain and re-address the question.

While I do appreciate the rest of the club's attempting to answer, only GJ and maybe the other members of the board can. Some of my questions might even be addressed best by a lawyer. The club has changed considerably with this new incorporation... we might attempt to keep it the same and might do very well with that on the surface, but the foundation is new.... and with anything new, you get benefits and drawbacks.

Seeing it only takes four or five to fund the club for a year at 50/each (I think that is what I am getting from your comments), would it be smarter to lower the fee to attract more people (50/year might be high for many members, seeing half of us don't even own our own 30 dollar snatch straps). What I am thinking is it is a numbers game... at 50 you might get very few takers, at lets say 30, you might get a ton more takers, thus adding more to the till in the end. Just a thought.

Also, seeing this is a non-profit corporation, maybe you should tout the fact that membership is tax deductible.[/quote]


I dont see the $50 being too high. I personally dont have funds just laying around. But $50 a year is less that $5 dollars a month. I mean personally if you cant spare less that $5 a month to support our club and improve raffles and such then maybe you are in the wrong hobby.

[Desert Dog]

Nardians!!!!!!

You guys are reading way more into things than what is there, getting loco with the theories. Talk of consulting a lawyer????

If we could incorporate the club under the radar to prevent the drama and conspiracy theories, we would. Most forums and sports clubs do this and other forum owners recommended that we do it to. Unfortuhately, we could not meet or tax obligations this way.

Read one more time; NOTHING IS CHANGING!!!!!!

GJ is still the leader, i still handle the finances, becka still gets the stickers, larry still moderates the forum, stickers are still sold for the same price as they have ben for four years, you still dont have to pay to be in the club, we still have no run rules, our meet and greets are stil not meetings, and everyone is still welcome to join and attend our runs.

If you want to have a party, the club can not legaly pay for that. If you want to have a membership rally and get more participation in Oxnard, the club can do that, but will expect to see a return on the investment. If you get gear donated to you guys locally, its yours to rafle off. But all cash is the property of IOR and any spending outside of operating costs will have to be approved by the board of directors, which is the same people who did this before incorporation, so nothing has changed in this regard except for the fact that we need to keep receipts in order.

Pretend that we never incorporated and you will not see a difference.

Insurance will not cover accidents or injuries on runs. Insurance is to protect the club leadership from losing their homes and savings when someone is threatened on our forum or something bad happens on a run and they sue. Without D&O insurance, GJ is liable for everything that happens. Having an insurance policy and a tax ID# also lets the club get additional insured certificates so we can have events and runs on private property.

As GJ stated, the goal is not to sell memberships, we have enough members that are financially able to do this, the goal is to grow participation in the club and not requiring dues is a big selling point.

Some folks are making too much out of nothing.

[abendx]

[quote="Desert Dog"]Some folks are making too much out of nothing.[/quote]

Hmm.

Okay.... I have no further questions about your incorporation.

Can someone address the legalities of being sued as the organizer of a run (that is posted for participation on the forum)? Forget the club.... lets say you organize a run Chris, I go, I flip over and break my neck.... who am I suing? Can I sue you? Obviously, you said I can't sue GJ or the club, so who can I sue??

That might look like a funny joke of a question, but I am dead serious. I want to know if I plan a run and someone gets hurt, will I be liable?

[abendx]

I lied... thanks to Becca.

Q: what happens when GJ dies?

[chuckanut105]

[quote="Desert Dog"]Nardians!!!!!!

You guys are reading way more into things than what is there, getting loco with the theories. Talk of consulting a lawyer????

If we could incorporate the club under the radar to prevent the drama and conspiracy theories, we would. Most forums and sports clubs do this and other forum owners recommended that we do it to. Unfortuhately, we could not meet or tax obligations this way.

Read one more time; NOTHING IS CHANGING!!!!!!

GJ is still the leader, i still handle the finances, becka still gets the stickers, larry still moderates the forum, stickers are still sold for the same price as they have ben for four years, you still dont have to pay to be in the club, we still have no run rules, our meet and greets are stil not meetings, and everyone is still welcome to join and attend our runs.

If you want to have a party, the club can not legaly pay for that. If you want to have a membership rally and get more participation in Oxnard, the club can do that, but will expect to see a return on the investment. If you get gear donated to you guys locally, its yours to rafle off. But all cash is the property of IOR and any spending outside of operating costs will have to be approved by the board of directors, which is the same people who did this before incorporation, so nothing has changed in this regard except for the fact that we need to keep receipts in order.

Pretend that we never incorporated and you will not see a difference.

Insurance will not cover accidents or injuries on runs. Insurance is to protect the club leadership from losing their homes and savings when someone is threatened on our forum or something bad happens on a run and they sue. Without D&O insurance, GJ is liable for everything that happens. Having an insurance policy and a tax ID# also lets the club get additional insured certificates so we can have events and runs on private property.

As GJ stated, the goal is not to sell memberships, we have enough members that are financially able to do this, the goal is to grow participation in the club and not requiring dues is a big selling point.

Some folks are making too much out of nothing.[/quote]

We just want to know the details. You as someone in the business world you need to know tall the details. The devils in the details of your jeep just as much in the legal maters. I just dont want to be screwed over if I lead/ set up a run and someone gets hurt or we pist someone off on the fourm are we liable or does the clubs insurance cover it. You may think nothing has changed but as soon as the club went INC. We became a business and everyone that sees a rig going down the trail with a IOR sticker or a guy in a IOR shirt doing something stupid can come back on the club this is my concern. The one thing the Navy has taught me is how to read the rules and how to make them work for you when they are grey. But there are also black and white rules that you cant change Im just trying to find all details and its kinda shitty to not get them all. Im starting to feel like a mushroom. Kept in the dark and fed shit.

Im not bashing the club. If anyone feels that way Im sorry I just want some answers on how things are gonna work. When I get back Im gonna call GJ and over some beers maybe somethings might come to light.

[Goatman]

[quote="abendx"]Okay... I fucked up with my example. Please remove that reference from your brain and re-address the question.

While I do appreciate the rest of the club's attempting to answer, only GJ and maybe the other members of the board can. Some of my questions might even be addressed best by a lawyer. The club has changed considerably with this new incorporation... we might attempt to keep it the same and might do very well with that on the surface, but the foundation is new.... and with anything new, you get benefits and drawbacks.

Seeing it only takes four or five to fund the club for a year at 50/each (I think that is what I am getting from your comments), would it be smarter to lower the fee to attract more people (50/year might be high for many members, seeing half of us don't even own our own 30 dollar snatch straps). What I am thinking is it is a numbers game... at 50 you might get very few takers, at lets say 30, you might get a ton more takers, thus adding more to the till in the end. Just a thought.

Also, seeing this is a non-profit corporation, maybe you should tout the fact that membership is tax deductible.[/quote]


Brad, you're making a mountain out of a mole hill. I don't see that the club has changed considerably by becoming official. In practice it will operate and be the same as it was. We simply now have two levels of protection for those who are organizing things, one level being the incorporation and the other level having insurance. And we have the ability to have a bank account. Both of these elements are positive for the club, the rest of the stuff is simply the legaleeze needed to accomplish those two things. The legaleeze doesn't change how the club functions, in fact great care was taken to make it so virtually nothing changed in the operation of the club. If you get caught up in the fact that the club now has bylaws, you kind of miss the point and essence of what was done, and why.


As far as insurance, the only time insurance will come into play is if the club gets sued. A member can't sue the club. So, there is no "insurance" for runs, just coverage for those who are members, and those who are organizers, if something bad happens and a law suit follows. So, a non-member sues the club, there is liability insurance to cover that......period. It has nothing to do with who's leading a run, who's on the run, what inspections there are, etc, just if a non-member sues the club for any reason. Obviously, any attorney or reasonable person will tell you that there are things that can be done to minimize potential liability, but that is a black hole to go down with very little return and best left alone.

[Goatman]

As far as benefits of being a member, there are none, and can't be any. We've been around and around this issue in other clubs I'm in. There is only one reason to be a member, and that's because you want to. What you get out of it is belonging, and being supportive. If you want to belong, and you want to support the efforts of the club, whatever they may be, then you pay the pittance and be a member.

Do you like to belong to things? Be a member.

Do you like to support causes that are important to you? Be a member.

If not, don't. It doesn't matter either way, nothing changes on how you will function in this group whether you are a member or not.

[abendx]

[quote="Goatman"]Do you like to support causes that are important to you? Be a member.[/quote]

I asked this question prior, but I never got an answer?

I am supporting what... BRC? Gun Rights? Health Care? Financial regulation?

What causes are being supported directly with the funds collected from the paying member and how do I know they are issues *I* support?

Is the club getting into politics?





***** And I am sorry you all feel like I am making more out of this then needs to be. The club, which I am passionate about, has changed considerably and I want to know exactly how and what it means. If you all want to go through life blind, cool... enjoy yourselves.

[abendx]

[quote="Goatman"]As far as insurance, the only time insurance will come into play is if the club gets sued. A member can't sue the club. So, there is no "insurance" for runs, just coverage for those who are members, and those who are organizers, if something bad happens and a law suit follows. So, a non-member sues the club, there is liability insurance to cover that......period. It has nothing to do with who's leading a run, who's on the run, what inspections there are, etc, just if a non-member sues the club for any reason. Obviously, any attorney or reasonable person will tell you that there are things that can be done to minimize potential liability, but that is a black hole to go down with very little return and best left alone.[/quote]


Please define "organizer" as you have utilized it.