BOCI Bylaws

BIGFOOT OWNERS CLUB INTERNATIONAL

BYLAWS

ARTICLE I

NAME, DEFINITION AND PURPOSE

The official name of this Corporation is Bigfoot Owners Club International (hereinafter referred to as Corporation, BOCI or Club). It is an IRS tax-exempt 501(c)(7) Nonprofit, Mutual Benefit Corporation registered in the state of California, USA. Its purpose is to support the social, technical and travel interests of its member owners of recreational vehicles manufactured by Bigfoot Industries, Incorporated, British Columbia, Canada, including any of its predecessor companies.

ARTICLE II

PRINCIPAL OFFICE

2.01. Principal Office Address. The Principal Office of the Corporation must be an occupied address, not a post office box, within the State of California where the Corporation is registered and where regular mail may be received and responded to. The current Principal Office Address is:

4711 Trumpet Lily Way, Roseville, California 95747

2.02. Change of Address. The BOCI Board of Directors may change the Principal Office address, but it must remain within the state of California. The Club Secretary may annotate such changes in this Article without them being considered an amendment to these Bylaws.

ARTICLE III
MEMBERS

3.01. Membership Classes. The Corporation shall have four primary classes of membership.

3.01.1. Owner Members. An Owner Member is an individual, family or partnership that owns one or more Bigfoot recreational vehicles for personal use, who applied for membership and paid annual dues per Section 3.05 of these Bylaws. Each Owner Membership is entitled to all benefits of the Club and has a single vote in all Corporation matters requiring membership vote. They may serve in any Club leadership or administrative capacity, subject to qualifications specified elsewhere in these Bylaws.

3.01.2. Alumni Members. Alumni Members are former Owner Members of the Club who ceased to own a Bigfoot RV, making them ineligible to renew their membership as an Owner Member, but who want to continue their association with the Club. They must apply for Alumni Membership classification, be approved by a simple majority vote of the Board of Directors and pay annual Alumni membership dues. Alumni members may utilize all Club membership services and resources, but they have no vote in Corporation matters. They may not serve as a Club Director or Officer, but they may serve in any other Club administrative capacity. An Alumni Member is automatically reclassified as an Owner Member upon again owning a Bigfoot RV.

3.01.3 Business Members. Business Members are those businesses that may or may not own a Bigfoot RV but provide products or services of value to the Club. Such businesses may apply to join the Club, be approved by a simple majority vote of the Board of Directors and pay annual Business Member dues. A Business Member may utilize all Club membership services and resources but has no vote in Corporation matters and may not hold any leadership or administrative position within the Club.

3.01.4. Trial Members. Trial Members are those individuals or families who have applied for membership on a three (3)-month trial basis. They must be a Bigfoot RV owner or have a Bigfoot RV on factory order and have never previously been BOCI members. This membership provides dues-free access to most BOCI services and resources. including attendance at an Annual Rally and Business Meeting, as a Guest, on a space-available basis, if one is held during that membership period. They may attend mini-rallies if that class of membership is included by the hosting member and on a space-available basis. A Trial Member has no voting rights in Corporation matters and may not hold any Club leadership or administrative position. A Trial Membership is a once-only opportunity.

3.02. Member Voting Rights. Owner Members in good standing have one vote per membership on each matter submitted to a vote of the members; no other member classes may vote on any matter submitted to a vote of the members. Owner Memberships in which two or more persons have an indivisible interest are entitled to but a single vote on any matter.

3.03. Application Fee. There is no fee for applying for membership in the Club.

3.04. Annual Dues. The Board of Directors shall determine the amount of annual dues for each membership class, payable to the Corporation. Annual dues are payable upon admission to membership and annually thereafter on January 1 of each calendar year.

3.05. Assessments. Memberships are not assessable.

3.06. Number of Members. There is no limit to the number of members that the Club may admit.

3.07. Record Date of Membership. The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and to vote at any meeting of members.

3.08. Membership Records. The Corporation shall keep membership records containing names, addresses, class of each member in printed form or in any electronic form capable of being converted into printed form. This information shall be updated, backed up monthly, and kept in a secure location determined by the Board of Directors. The records shall be accessible to the principal office of the Corporation and are subject to inspection as required by law.

3.09. Member Communications. The BOCI Board of Directors shall provide, as a minimum, the following communications resources to the Club membership:

•  A member-only interactive website in which members may communicate with each other and with Club leadership regarding Bigfoot RVs, Club activities, formal notices, governing documents, services, issues and other items of interest or importance to Club members.
• A separate website, or portion of the Club's member website that is accessible to the public as well as to Club members. These website pages shall introduce nonmembers to the Club, describing its purpose and benefits, provide access to Club resources available to both members and nonmembers, including means to communicate with Club leadership for more information and to apply for Club membership.
• A dedicated BOCI email system with email addresses for specific Club leadership and administrative positions, which enables Club Directors, Officers or other administrative staff to communicate with each other and others as necessary to conduct official BOCI Business.
• A U.S. Postal Service Office Box, within or without the state of California, for receiving mailed correspondence.

3.10. Certificates of Membership. The Corporation shall not issue membership certificates. However, the Corporation may issue identity cards or similar devices to temporarily identify members entitled to participate in certain Club events.

3.11. Non-liability of Members. A member of the Corporation is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Corporation.

3.12. Transferability of Membership. The Board of Directors may provide, by resolution, for the transfer of memberships within any class or classes, with or without restriction or limitation, including transfer on the death of a member, or dissolution, merger or reorganization of the Corporation.

3.13. Termination or Suspension of Membership.

3.13.1. Automatic termination. A membership shall automatically terminate upon any of the following events:

• Resignation of a member.
• Death of a member if that member is a single person; if not, membership remains with the survivor(s) named in that membership.
• Dissolution of the Corporation.
• Nonpayment of member dues after sixty (60) days of the due date.

3.13.2. Termination for Cause. The Board of Directors may, by simple majority vote, refuse, suspend or terminate Club membership of any individual for misconduct that discredits the Club.

ARTICLE IV

CLUB LEADERSHIP

4.01. Directors. The Corporation shall have five (5) Directors, elected by the Owner Members. Collectively, the Directors shall be known as the Board of Directors (Board).

4.01.1. Responsibilities. The Board constitutes the executive leadership of the Club, with duties and responsibilities including, but not limited to:

• Assigning Club Officer positions per Section 4.02.1 of these Bylaws.
• Establishing and maintaining an organizational structure, with policies, rules, procedures, and volunteer personnel sufficient to conduct Club business, consistent with these Bylaws.
• Creating and maintaining Club member conduct rules and guidelines to promote and enforce fair, equitable and respectful interactions that foster trust and camaraderie among Club members.
• Conducting strategic planning that identifies operational goals, objectives and guidelines for long-term Club sustainability and development.
• Providing communications, services and other resources of value to its membership.
• Establishing fiscal policies and practices that comply with applicable Corporation financial laws and regulations and ensure Club financial solvency.
• Creating and maintaining a Club Policies and Procedures document that makes Board governing processes transparent to members and informs Club leaders and administrators of their respective duties and responsibilities.
• Creating and managing Club membership awards that recognize outstanding volunteer service to the Club.
• Resolving Club-related problems and issues as they occur.

4.01.2. Qualifications. A Director candidate must:

• Be a current Owner Member.
• Have been an Owner Member of the Club for at least the past two (2) years.
• Have either: (1) attended two Annual Rallies and Business Meetings, (2) served on a Club administrative Body (i.e., Membership, Website, Rally, etc.) for at least two years, or (3) attended at least one rally and served on a Club administrative body for at least one year.
• Commit to remaining an Owner Member plus attending monthly Board of Directors meetings and annual Business Meetings during their term of service if elected.

4.01.3. Nomination. Any person meeting qualifications to be a Director candidate may be nominated by any Owner Member, including self-nomination, using a process determined by the Board of Directors, up to the time of formal closing of nominations at the Business Meeting.

4.01.4. Election. Owner Members elect Directors at each Annual Business Meeting. The candidates receiving the highest number of votes, up to the number of Director vacancies to be filled, are elected. Directors are eligible for re-election, provided they continue to meet the qualifications stated in these Bylaws.

4.01.5. Terms of Office. Each Director holds office for a two (2)-year term on an overlapping schedule. Owner Members elect two (2) Directors in odd-numbered years and three (3) Directors in even-numbered years. Terms are based on the Calendar Year (Januaryl through December 31). The time between the election of new Directors and the end of the year is a transition period where both the outgoing and incoming Directors work together.

4.01.5.1 Board members may serve up to three (3) consecutive terms on the Board of Directors in any capacity.

4.01.6. Compensation. The Directors and other appointed staff serve without compensation, except that they may be reimbursed their actual, necessary and reasonable expenses in fulfilling their duties, subject to approval by the Board of Directors.

4.01.7. Director Vacancies.

4.01.7.1. A Director position may become vacant at any time due to situations such as:

• Director resignation or death.
• A Director ceases to qualify as an Owner Member.
• Insufficient number of candidates to fill all expiring terms of office at the time of a scheduled election.
• Removal "for cause" by a simple majority vote of the unaffected Directors or by a simple majority vote of Club Owner Members at a duly assembled business meeting. Potential causes include but are not limited to: (1) failure to attend at least half of the scheduled Board of Directors meetings or to perform other expected leadership functions, (2) incompetence or (3) acts that otherwise discredit the Club.

4.01.7.2. To fill a mid-term Director vacancy, the remaining Directors shall appoint an Interim Director to serve in that capacity until the next duly convened Annual Business meeting. At that time:

• If the vacated Director's term is in its first year, the Owner Members elect a qualified interim Director to serve for the remainder of the unexpired term.
• If the vacated Director's term is in its second year, the Owner Members elect a new Director for the next regular term using normal nomination and election guidelines, and either retains the Board-appointed Interim Director or appoints the new director-elect to complete what remains of the current term.

4.02. Officer Appointments. The Corporation shall have, as a minimum, the following Officers: a President, Vice-President, Secretary, and Treasurer. Following election, the newly elected and continuing Directors shall cooperatively determine who, among themselves, shall perform the duties and responsibilities of each of the above Officers. These appointments shall take effect January 1 of the following calendar year. Any Director not filling an Officer position is designated "Director-at-Large."

4.02.1. Concurrent Positions. The same person may hold multiple Officer positions concurrently, except that neither the Secretary nor the Treasurer may serve concurrently as the President. However, if the office of Treasurer or Secretary becomes vacant, the remaining Directors shall assign the position to a Director-at-Large, if feasible. If that is not feasible, the remaining Directors may, by unanimous vote, "temporarily" assign the duties of that vacant office to another person, including the President, until it can appoint an interim replacement. The Directors shall select an interim replacement as soon as possible.

4.02.2. Other Leadership Positions. The Board of Directors may also create other Officer and administrative positions with such titles and duties deemed necessary to effectively perform Club business. The Board of Directors shall appoint qualified member volunteers to manage these positions, subject to oversight by the Board of Directors.

4.02.3. Resignation. Club members may resign their voluntary service positions at any time.

ARTICLE V
MEETINGS

5.01. Board of Directors Meetings

5.01.1. Call for Meetings. Any meetings of the Board may be called by the President, the Vice-President, the Secretary or any two Directors.

5.01.2. Place and Time of Meetings. The Board may hold a meeting at any place or time within or without the state of California, or by electronic telecommunications.

5.01.2.1. The Directors shall hold Regular Board meetings monthly on a schedule determined by the Directors.

5.01.2.2. The Board may hold Special meetings at any time but require at least four days' notice by any communications mode available to all Board members.

5.01.3. Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as otherwise provided in these Bylaws. Board meetings that fail to achieve a quorum must be cancelled and rescheduled.

5.01.4. Absence of the President or Secretary. If the President is absent from a duly called Board of Directors meeting, the Vice President shall preside. If both are absent, any Director selected by the Directors then present shall preside at that meeting. If the Secretary is absent, the presiding Officer shall appoint an Acting Secretary for the Board meeting.

5.01.5. Open Meetings. Members may attend a Board of Directors meeting upon request unless it is a closed Executive Session in which confidential matters may be involved. The Secretary shall provide a copy of Regular Board meeting minutes to a member upon request. Requests for Executive Session minutes require Board approval.

5.02. Meetings of Members

5.02.1. Annual Business Meetings. The members shall meet annually no earlier than May 1st and no later than November 30th of each year, the actual date and location to be determined by the Board of Directors.

5.02.1.1. If feasible, the Board shall organize and conduct an annual social gathering (Rally), in conjunction with the Annual Business meeting, giving all members an option to meet and participate in various activities of interest to them. Such a gathering shall, as a minimum:

• Have not less than four (4) nor more than six (6) days duration.
• Take place at a venue that can provide enough spaces to accommodate a quorum of vote-eligible members so the Club may concurrently conduct its Annual Business meeting as required by Article 5.02.1.
• Have a variety of planned activities and free time periods to make the event enjoyable and useful for the attending members.

5.02.2. Special Meetings. Special Business Meetings of members may be called by any two (2) Directors or by at least five (5) percent of the Owner Members and held at the times and places determined by the Board of Directors or by the Owner Members calling for the meeting. Such meetings may be conducted via electronic telecommunications.

5.02.3. Notice of Meetings. Written notice of every meeting of members must be either personally delivered, mailed by first-class United States mail, postage prepaid, or transmitted electronically, not less than ten (10) nor more than one hundred twenty (120) days before the date of the meeting to each member who is entitled to vote at the meeting. The notice shall state the place, date, time and purpose of the meeting. The notice of any meeting at which Directors will be elected must include the names of all nominees known at the time the notice is sent to the members.

5.02.4. Meeting Chairperson. The President of the Corporation shall be Chairperson of, and preside over, the meetings of the members. In the President's absence, the Chairperson of the meeting shall be appointed according to the current edition of Robert's Rules of Order Newly Revised.

5.02.5. Secretary of Meetings. The Club Secretary shall function as the secretary of all meetings of members. However, in the Secretary's absence, the Chairperson of the meeting shall appoint another person to function as secretary of the meeting.

5.02.6. Conduct of Meetings. The current edition of Robert's Rules of Order Newly Revised governs the meetings of members provided those rules do not conflict with these Bylaws, the California Corporations Code or the Club's own rules governing agenda, motions, and related matters.

5.02.7. Quorum. A quorum at any membership business meeting consists of a minimum of thirty (30) Owner Members present at the meeting. Memberships that include more than one person are counted as a single member for this purpose. If a convened business meeting fails to reach a quorum of attendees, the meeting may continue but no votes may be conducted.

5.02.8. Motions. The chairperson of a Business Meeting may call for motions to vote on business items but only owner members may make and second such motions.

5.02.9. Voting. All owner members in good standing, present at a BOCI Business meeting, are qualified to vote at that meeting. The meeting Chairperson shall determine the manner of voting on each item of business requiring a vote.

5.02.10. Meeting Minutes. The transactions of any membership meeting shall have a written draft of the meeting Minutes posted on the Club's website within three (3) months after the meeting. This draft is subject to Owner Member review and approval by a simple majority vote at the next Annual Business Meeting with a quorum present. The Club Secretary shall annotate approval on the Minutes and archive them with the Corporation records.

ARTICLE VI

CORPORATION RECORDS AND REPORTS

6.01. Record Keeping.

6.01.1. Permanent Records. The Corporation shall keep adequate and correct permanent records of its proceedings in written form or in any other form capable of conversion into written form. These records shall include:

• Financial accounts conforming to California Corporations Code and applicable state and federal tax regulations.
• Minutes of the proceedings of its members, Board, and committees of the Board.
• A record of its members, including their names, addresses and the class of membership held by each.
• A chronological log of all Board resolutions that establish Club policies or other governance procedures.

6.01.2. Other Records. The Board of Directors shall create and maintain a record retention policy for other records kept by the Corporation.

6.02. Reporting Requirements

6.02.1.  Annual Reports. An annual Executive Summary, a Club Financial Report, and a Membership Report shall be prepared and presented to the membership at the Annual Business Meeting.

6.02.1.1. The Executive Summary describes significant Club events that have taken place during the previous twelve (12) months.

6.02.1.2. The Corporation shall notify each member yearly of the member's right to receive an annual financial report, upon request, pursuant to Corporations Code Section 8321. The annual report shall be prepared not later than 120 days after the close of the Corporation's Fiscal year, which is January 1 through December 31 of each calendar year. The report shall include the following:

• A balance sheet as of the end of that fiscal year that includes an income statement and a statement of cash flows for that fiscal year.
• A statement of the place where the names and addresses of the current members are located.
• A report of independent accountants or, if there is no report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation. This requirement does not apply if the Corporation receives less than ten thousand dollars ($10,000.00) in gross revenues or receipts during the fiscal year.
•  A statement of any transaction or indemnification, described in California Corporations Code Section 8322(d) and (e), if that transaction or indemnification took place.

The Club Secretary may revise this section to reflect applicable changes in the referenced Code Sections without the revision considered an amendment to these Bylaws.

6.02.1.3. The annual Club membership report shall summarize membership statistics for the previous calendar year, including the total membership, total for each member classification, and total gains and losses for that year.

6.02.2. Other Reports. The Board of Directors may establish requirements and guidelines for various administrative reports from committees and other appointed administrative bodies.

ARTICLE VII
AMENDMENTS

7.01. Bylaws Ownership. Owner Members have the exclusive right to adopt, amend, or repeal these Bylaws by a simple majority vote of those present at any duly convened Annual or Special Business Meeting, after notice of that purpose and if a quorum exists.

7.02. Amendment Process. The Board of Directors shall create a fair, equitable, consistent and timely process for ensuring that it or any Owner Member may bring a petition for a Bylaws amendment before the membership in sufficient time for preview, deliberation and secondary amendment before vote at a duly convened Business Meeting.

7.03. Board of Directors Position. The Board of Directors may state a position concerning a proposed Bylaws amendment as part of debate but may not in any way preemptively impede bringing a petition for an amendment it opposes before the membership for deliberation and vote.

7.04. Effect. Any passed Bylaws amendment, revision or revocation shall become effective immediately.

Article VIII
DISSOLUTION

8.01. Conditions. If the Club's owner membership falls below the number required to constitute a quorum for conducting general business, the existing Board of Directors shall initiate proceedings to dissolve this Corporation, using the process stipulated by the California Corporations Code in effect at that time.

8.02. Distribution of Corporation Assets. In the event of dissolution of the Corporation, its assets shall be transferred to another California non-profit, Mutual Benefit Corporation that relates to RV clubs and/or the RV lifestyle, subject to the approval of the California Attorney General's Office.

 

Adoption

These revised Bylaws were officially adopted to replace the September 15, 2022 Edition of the BOCI Bylaws in its entirety, by majority vote of the Member Owners at its duly convened Annual Business Meeting held on September 12, 2024.

Chuck Scherbaum

Secretary