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Constitution of the United Sidecar Association, Inc.

Read and ratified July 9, 2016, National Rally Board Minutes, Hotchkiss, CO.

HISTORY

First organized as the Pullman Hackers and incorporated in the State of Illinois in 1968, then reorganized in 1976 and incorporatedas the United Sidecar Association, Inc., the primary mission of the United Sidecar Association, Inc. Is to promote the development, interest and general welfare of sidecaring.

We, the members of the United Sidecar Association, Inc. Have the following goals:

To promote safety standards, policies, practices and procedures helpful in the safe use and activities of sidecars.

To unite sidecar enthusiasts through shared information and group activities.

To maintain a fiscal balance necessary to achieve all goals.

Article I. ORGANIZATION

This association shall be known as the United Sidecar Association, Incorporated, USCA, Inc. or USCA.

No activities of this corporation shall violate laws or standard business practices promoting any free trade agreement.  Furthermore, this corporation shall be conducted in accordance with the not-for-profit corporation laws of the State of Illinois.

No part of the USCA’s assets, income or profits shall be distributed to or inure the benefits of any member of the USCA except to the extent permitted by and under the said not-for-profit laws.

Article II. MEMBERSHIP 

  1. ELIGIBILITY AND ADMISSION

    Membership shall be open to all persons interested in sidecars and sidecaring. Aperson does not have to own a sidecar to be a member.
    Admission to membership shall be by written application, in a form and manner as shall be prescribed by the Board. The application shall be accompanied by the specified amount of dues.
    Membership in the USCA shall not be transferable nor re-assignable except by approval of the Board.
  2. DUES

    The dues and privileges of all classifications shall be specified from time to time by the Board and shall be published at the beginning of the calendar year and whenever revised. Dues will be set for a single membership, plus additional fees as may be necessary to cover initial membership material and foreign postage.  The benefits of membership in-so-far as they pertain to event discounts, extend to the immediate family residing with the member.  This includes spouses and children under the age of 18.

    Honorary Life Members are not required to submit dues to the Association.

    Any member three (3) months or more behind in renewing dues, shall be considered not in good standing, shall not be entitled to vote at association meetings nor receive the Association’s publication. Reminder notices may be sent out prior to cancellations of membership, at the discretion of the Membership Registrar. 

    A member may reactivate membership by paying all dues outstanding.

    Initial membership will include membership card, a club memento, subscription to The Sidecarist, the news journal of the USCA, USCA Emergency / Friendship Directory, copies of the club Bylaws and Constitution.
  3. MEMBERSHIP CLASSIFICATIONS

    A member is one whose dues are fully paid and who shall continue to meet the requirements of eligibility for membership.

    Family membership includes named member, spouse and any minor (17 years or younger) children, but such membership shall be entitled to only one vote and one copy of The Sidecarist.Spouses may elect to become Associate Members in order to receive the right to vote and a membership card.

    Honorary Life Membership,     is a classification bestowed upon a member by the Board, for exceptional services rendered to the USCA, or, for promoting the cause of sidecaring. Honorary Life Members do not have voting privileges and may not hold office.  

Article III. BOARD

The United Sidecar Association, Inc., shall have a Board which shall contain a President, Vice-President, Secretary, Treasurer, seven (7) Regional Directors. These officers shall perform the duties prescribed by the Bylaws, the Standing Rules of Order, the Constitution and by the parliamentary authority adopted by the Association. 


No current or past (for up to three years) Officer or Director of the USCA shall receive, directly or indirectly, any salary or emolument from the USCA, either as such Officer or Director in any other capacity. No current or past (for up to three years) Officer or Director of the USCA shall be interested, directly or indirectly, in any contract relating to the operations conducted by the USCA, nor in any contract for furnishing supplies there to.

A. NOMINATION AND ELECTION OF THE BOARD

1. NOMINATION
Nomination will be by simple written petition. A sample of the petition is as follows:

Please accept this petition in nomination of _________ for the position of ________ of the USCA. He/she is a member in good standing of the USCA and is assigned membership number ________. Respectfully submitted, ________, USCA member number ________.

Also attached to the petition (or submitted before the nomination is accepted by the Election Chair) will be a position statement and biographical sketch from the nominee giving: (a) goals and beliefs regarding the position and (b) experience and interests in regards to the position and (c) a recent picture. The Board may set limits as to the length of these statements. 

Nominations will be for a single position on the Board.

Other rules of the Nomination process may be set forth in the Standing Rules of Order.

B. TERMS OF OFFICE
The length of term of office for any elected Board member, is two (2) years. 
Other rules of the terms of office may be set forth in the Standing Rules of Order.

Article IV. MEETINGS

A. FREQUENCY OF MEETINGS
There will be a minimum of one (1) Board Meeting and one (1) General Meeting every calendar year.

B. MEETING AGENDA

1. BOARD MEETINGS

The Board will meet to discuss the business of the USCA. Notes of the meeting will be kept by the Secretary, or, in the absence of the Secretary, the Vice-President. The Board shall have the option to audit the financial books of the club on an annual basis. This task can be performed by members of the Board, or, by a committee of at least two members in good standing, selected by the Board to perform the audit. The Audit Committee shall report the results of the audit, to the Board in writing. Regardless of who performs the audit, the books must be signed and dated by those conducting the audit. 

2. GENERAL MEETINGS

A General Meeting of the Association will involve both the members of the Board and the membership of the USCA, to discuss issues of concern to the membership at the meeting. Notes of the meeting will be kept by the Secretary, or, in the absence of the Secretary, the Vice-President.

C. ATTENDANCE

1. BOARD MEETINGS
Members may attend any live Board meetings, but must indicate their intention by written request in advance to the Secretary, or, by invitation by a Board member. If attendance is by invitation, the Board member shall inform the Secretary in writing.  Further, any member may petition the Board to audit the on-going virtual meeting conducted on the Board’s Forum.  Permission will be automatically granted unless a majority of the Board votes to deny it.  Good reason must be presented to justify a denial.

2. GENERAL MEETINGS
General Meetings are open meetings and may be attended by all interested persons.

D. VOTING
Voting procedures at all meetings, shall be according to parliamentary procedure as adopted in Article VI, and additional procedures described in the Standing Rules of Order.

Article V. COMMITTEES

Committees, whether standing or special, may be appointed by the Board as deemed necessary to carry on the work of the Association. The President shall be an ex-officio member of all committees except the Nomination and Election Committees.

Article VI. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised, shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, Standing Rules of Order and Constitution. And any special rules of order the Association may adopt.

Article VII. AMENDMENTS

These Bylawsmay be amended or added to at any time, provided the amendment was submitted in writing to the Board, who after review of the amendment then posts notice of the change to the membership for a period of at least (30) days. The Board will accept input from the membership and taking that input into account, the Board will then act on the amendment, which shall require passage by two-thirds vote of the Board. The membership will then be informed of the result of that vote.

Article VIII. INDEMNIFICATION

The USCA shall indemnify each present and future Board member, officer, and employee of the organization against any judgment, costs, or expenses which may be imposed on or reasonably incurred by him in connection with any claim, action, suit, or proceeding hereafter made or instituted, in which he may be involved by reason of his/her being a member of the Board, an officer or employee of the association.

In the event that a Board member, officer or employee of the organization shall serve as a Director or officer of any other association or organization at the request of the USCA for the benefit or advantage of this organization, such indemnity shall likewise be extended to such Board member, officer or employee of the organization.

This agreement of indemnification by the USCA is binding upon the organization, its successors and assigns, and shall insure to the benefit of the heirs, executors and administrators of any such Board member, officer, or employee, but shall not be exclusive of any other rights to which any Board member, officer or employee may be entitled as matter of law.

The indemnification herein provided for shall in no event be applicable or effective in any case in which any Board member, officer or employee shall be finally adjudged in any such action, suit, or proceeding to be liable because he/sheacted fraudulently or in bad faith.

Article IX. DISSOLUTION

If the Board of the USCA, an Illinois not-for-profit corporation, concludes that the corporation can no longer continue to function in the manner intended by its founding fathers, as outlined in the Constitution and Bylaws, the corporation may be dissolved by unanimous vote of the Board.

In the event of dissolution, the assets of the corporation shall be distributed as provided for the laws of the State of Illinois, or as provided for in the Internal Revenue Code as said laws exist, or as may be amended in the future.

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Revised Bylaws and Standing Rules of Order of the USCA

Article I. DUTIES OF THE BOARD

Members of the Board, as defined in Article II of the Constitutionassume applicable duties as spelled out by Robert’s Rules of Order Newly Revised. Additional duties to the positions appear below.

  • PRESIDENT

Votes as a member of the Board only to break a tie vote, or, to provide a simple majority vote. 
Acts as an ex-officio member of all committees as stated in Article V of the Constitution. 

  • VICE PRESIDENT
    He/She is the Manufacturer Liaison and also performs duties as stated in Article IV, B1 & B2, of the Constitution.  In Addition, he/she may be called upon to carry out special projects by the Board.  These may include special surveys, managing the State Representatives or acting as temporary Rally Chair or any other such tasks as the Board may ask and to which he/she agrees.
  • SECRETARY
    The Secretary shall handle all official correspondence of the USCA and shall keep minutes of all meetings of the membership and Board except the ongoing virtual meeting that is held online as that meeting is self documenting. 
    The Secretary shall perform such other duties as may be prescribed by the Board and those that pertain to the office.
    The Secretary also reports the actions taken by the Board to the membership by posting in The Sidecarist.
  • TREASURER
    Collect all monies due the association and handles all disbursements on behalf of the Association. 
    Submits quarterly informal financial reports and a formal Financial Statement to the Board at least once a year, or more often, as required.  The formal Financial Statement shall be posted in The Sidecarist so as to be available to the entire membership.
    He/she shall, at the expense of the USCA, give bond for the faithful performance of his/her duties if requested to do so by the Board of Directors.

Files all necessary forms/reports, etc., in regards to the club being incorporated as a not-for-profit organization, when due. 
He/she shall file all necessary tax returns when due.

  • REGIONAL DIRECTORS
    A Regional Director is a member of the USCA who, represents the membership and maintains contact with local sidecar clubs or associations within the Director’s region, recruits State Representatives, coordinates meets and rallies within their region, promotes sidecar safety, obtains access to trade shows and recommends sites and clubs to host USCA National Rallies.

    1 – The seven regions of the USCA may be grouped as follows: 

    NORTHEAST: The states of CT, DE, ME, MD, MA, NH, NJ, NY, PA, RI, VT, VA and WV, as well as the  District of Columbia and the Canadian provinces of Prince Edward Island, New Brunswick, Newfoundland, Nova Scotia and Quebec. 

    SOUTHEAST:     The states of AL, FL, GA, MS, NC, SC, TN, MIDWEST: The states of IL, IN,KY, MI,OH,WI. The Canadian province of Ontario.  

NORTHWEST: The states ofWA, OR, ID, MT, WY, and AK, as well as the Canadian

provinces of Alberta, British Columbia, Saskatchewan and the Yukon Territory

SOUTHWEST: The states of CA, NV, UT, AZ, CO, NM, AND HI

NORTH CENTRAL: The states ofND, SD, NE, MN, IA, as well as the Canadian provinces of

Manitoba and the Northwest Territories

SOUTH CENTRAL: The states ofKS, MO, OK, TX, AR, LA

2 – Additional countries or continents may be added to a Director’s region upon approval of the Board.

  • Full Board Members / Liaison Board members

1) Voting United Sidecar Association Board members are to be defined as those who were elected to represent the general membership by a vote of the general membership. Except as in item 5. Below.

2) No Board member shall hold more than one position on the Board or have more than one vote at any time. 

3) Although there may be board members who are included on the board of directors as a “liaison” representing varied other interests related indirectly or directly to the USCA, at the discretion of the current board, these members will not be allowed to vote as a regular board member.

4) Liaison board members may be added or dismissed at any time at the discretion of the serving board of directors by a majority vote of the board.

5) In the event of a vacancy occurring on the Board, such nominations for a replacement will be solicited by the Board through notification in The Sidecarist, or at a general membership meeting,and submitted to the Board for consideration and voting by the Board. A two-thirds vote of the Board is required to fill a position. The filled position will serve out the remainder of the term that was vacated with full voting responsibilities as stated in these Bylaws. If a vacancy exists in the Voting Board Members listing it can be filled by a member in good standing after accepting a nomination and receiving a majority vote by the current Board members. THIS WOULD MAKE HIM/HER A FULL BOARD MEMBER WITH THE RESPONSIBILITY TO VOTE ON BOARD DECISIONS.  Two paragraphs were consolidated to eliminate redundancy and confusion.

6) No member of the Board of Directors may receive remuneration of any kind for services to the USCA, except as described here: Members of the board of directors, members of USCA and other individuals may be reimbursed for out-of-pocket expenses incurred in providing services for the benefit of the USCA, provided such services and expenses are authorized in accordance with policies and procedures that may be established by the board. Expense claims are to be made using the Expense Report form (on file with the Treasurer.)

See below for listing of voting board member positions. No other members will have the right to vote in any board decisions.

Board members who vote are the following:

A.     President (as defined and limited in the constitution)

B.    Vice President

C.     Secretary

D.    Treasurer

E.    All seven Regional Directors

                                    Article II.        ASSOCIATION ADMINISTRATION

The USCA Board, may appoint members to the Association Administration to perform necessary functions of the USCA, who do not vote as members of the Board and are not required to attend Board Meetings. At the discretion of the board, appointees may participate in board discussions to offer their insights and experience to board deliberations. Association administration appointees may receive remuneration for services rendered at the discretion of the board. Appointees may also be reimbursed for out-of-pocket expenses incurred in providing services for the benefit of the USCA, provided such services and expenses are authorized in accordance with policies and procedures that may be established by the board.

Their descriptions and duties are as follows:

  1. EDITOR
  2. Produces The Sidecarist (the official news journal of the United Sidecar Association, Inc). The Board will review the publishing guidelines on an annual basis and adjust them as necessary to meet the budget set forth for the next fiscal year.

Production of The Sidecarist may involve such media as is deemed appropriate by the Board at the time.  This may include traditional print and/or such new media as becomes available.

  • Communicates sidecar events and activities between himself/herself and the Publicity Chairman.
  • Communicates with all elected club officers and appointed administrator’s, to conduct business necessary to publish an accurate and informative news journal.
  • Communicates with club members for articles to be published in The Sidecarist.
  • Coordinates with other club members and administration appointees to do the business of the club.
  • The Editor of The Sidecarist will post a notice in the September – October issue, stating which elected positions will be open for the following year election and the deadline date for submissions. 
  • The Editor will insert an election ballot into the May-June issue of The Sidecarist, along with the deadline date and mailing address where ballots are to be sent. This does not preclude the option to use electronic voting.
  • Other special assignments and/or projects a may be agreed upon with the Board.
  • The Editor of The Sidecarist may be compensated for fulfilling such duties as outlined in the Bylaws and Constitution. The Board shall review and adjust, if necessary, the compensation annually.
  • ADVERTISING MANAGER
  • Manages the promotional and paid advertising accounts of the USCA, in The Sidecarist and on Sidecar.com.
  • Manages all advertising accounts on the USCA Web Site.
  • Forwards any monies collected on behalf of the USCA to the Treasurer in a timely manner, using the Income Report
  • Uses and maintains copies of the applicable USCA advertising contracts and forwards copies of all advertising
  • Other special assignments and/or projects a may be agreed upon with the Board.
  • STORE MANAGER
  • Maintains inventory of and sells USCA materials. Collects all necessary sales tax.
  • Designs, adds, deletes, items for sale in the club store with approval of the Board.
  • Coordinates with the Editor to create display ads for USCA merchandise.
  • Forwards any monies collected on behalf of the USCA to the Treasurer in a timely manner, using the Income Report form (on file with the Treasurer.)
  • Forwards all expense reports in a timely manner, using the Expense Report form (on file with the Treasurer.)
  • Other special assignments and/or projects a may be agreed upon with the Board.
  • NATIONAL RALLY CHAIR
  • Supervises the National Rally for the current year.
  • Submits a monthly financial report to the Treasurer.
  • Maintains regular updates to the Board regarding the status of the rally plans and keeps the rally plan document up to date. 
  • For his/her term the National Rally Chair shall have full access to the Board’s online forum.  This access may be extended to the Chairpersons of upcoming scheduled national rallies.
  • Other special assignments and/or projects a may be agreed upon with the Board.
  • MEMBERSHIP REGISTRAR
  • Maintains a current membership roster, informing members of renewal dates and processing all applications and renewals.
  • Coordinates with the Editor to provide information necessary to production of The Sidecarist including the creation
  • Monies collected by the Membership Registrar on behalf of the USCA, will be forwarded to the Treasurer in a timely manner, using the Income Report form (on file with the Treasurer.)
  • Maintains a current list of Regional Directors and State Representatives.
  • Maintains a current copy the club Bylaws & Constitution.
  • Maintains a current copy of the USCA Emergency & Friendship Directory.
  • Prepares the annually published USCA Emergency and Friendship Directory.
  • Other special assignments and/or projects a may be agreed upon with the Board.

The Membership Registrar, may be compensated for fulfilling such duties as outlined in the Bylaws and Constitution. The Board shall review and adjust, if necessary, the compensation annually.

  • PUBLICITY CHAIRMAN
  • Manages the promotion accounts of the USCA.
  • Manages the free and exchange advertising accounts in The Sidecarist.
  • Communicates sidecar event information to, the Editor, USCA Regional Directors & State Representatives, known sidecar clubs, motorcycle publications and motorcycle events listings on the Internet.
  • Maintains a list of known sidecar clubs.
  • Assists the Rally Chair, in publicizing the USCA National Rally.
  • Other special assignments and/or projects a may be agreed upon with the Board.
  • STATE REPRESENTATIVE
  • A member of the USCA who is the contact person for other sidecarists and promotes the USCA in any motorcycling Expo or event in their state.
  • May organize local activities that promote sidecaring.
  • Exhibits a willingness to answer questions about our sport and promote general good will toward sidecars.
  • Recruits, in a gentle and non-aggressive manner, interested people to become members of the USCA.


Article III. TERM OF OFFICE

  1.  Positions can be retained by a member of the Board as long as:
  2. Current dues are not in arrears.
  3. He/She maintains active contact with the Board during that term, participates in Board discussions and acts in the best interest of the USCA.
  • An inactive Board member may be removed only after establishing a history of non-contribution to the activities of the Board and a two-thirds vote of the other Board members.
  • The positions of President, Treasurer, Northeast Regional Director, Northcentral Regional Director, Midwest Regional Director and Northwest Regional Director, will be elected during the odd years and the positions of Vice President, Secretary, Southwest Regional Director, Southeast Regional Director and Central Regional Director, will be elected during the even years.
  • Any member of the Board, may resign his/her position after giving at least (30) days written notice to the Board, of intentions to be excused from office.

E. Moved to paragraph I.F.5.

Article IV. VOTING PROCEDURES

  1. BOARD MEETINGS

    1. Any motion acted on in a real life meeting, by the Board, must pass by simple majority vote of the Board present.
    2. Any motion acted on through electronic communication by the Board, must pass by two-thirds  a simple majority vote of the Board. Board approved this revision July 9, 2016.

Note: The State of Illinois where the USCA is incorporated, has recently changed their corporate law to allow the board of directors of a corporation to meet in any manner in which all members can “communicate” with one another.  The word “communicate” in the law would allow online meetings of a corporation board of directors.
3 . Any motion to change in membership status, as described in Articles II.A or II.C of the Constitution, shall require two-thirds vote of all Board members. 
4. Any motion to change the Bylaws, will be acted on as described in Article VII of the Constitution. The membership shall be notified of the change.
5. The Board will vote to break any tie in an election situation as stated in Article IV.A.1 and 2 of these Bylaws.

  • GENERAL MEETINGS

 General Meetings will be considered an assembly of the membership present, the results of votes taken having the status of recommendations to the Board, which are to be considered further at the next Board Meeting, or, may be voted on by the Board immediately at the discretion of the President.

  1. All members in good standing, including Associate Members, at a General Meeting, are allowed to vote.
  2. Actions will be considered by the Board, if passed by a simple majority of members present. 
  • ELECTION OF THE BOARD
  • If running unopposed, the candidate must receive at least one (1) vote to be elected to the office.
  • In a contest of two (2) or more candidates, the candidate with the majority of votes received, will be considered elected to the office. In the event of a tie vote, the Board will decide the question according to Article IV.A.5 of these Bylaws

Article V. NOMINATION AND ELECTION PROCEDURES

  1. NOMINATION 

Positions on the Board are elected for two year terms, the nomination of members to positions on the Board for positions being voted on in the current year shall begin January 1, end on April 1, and repeat each year hence.

 An Election Chair will be appointed by the incumbent Board for the upcoming election and will be a member not serving on the current Board or seeking election.  Contact information for the Election Chair will be published both on Sidecar.com and in The Sidecarist.

  1. All participants, nominators, nominees and voters shall be members in good standing of the USCA as of the date of their participation in the election process.
  1. Send the name of the person you wish to nominate to the Election Chair. For nominations, you may use either the post office or e-mail. Nominations may be made starting January 1, but must be made by April 1. Postmarks and/or e-mail time stamps will be used to determine timely nominations.
  • The Election Chair will verify that all nominees are members in good standing and, in the case of Regional Directors, that the nominee does live within the region.
  • Members may nominate themselves for office but must follow confirmation procedures and meet all eligibility requirements.
  • The nominee must confirm acceptance of the nomination. The confirmation must include a statement indicating acceptance of the nomination and the nominee’s name, address, phone number and membership number. For confirmations, you may use either the post office or e-mail. Any candidate statements and photos are to be sent directly to the editor of The Sidecarist for inclusion in the May/June issue.
  • Confirmations must be received by April 10. Postmarks and/or e-mail time stamps will be used to determine timely confirmations.
  • The candidate statements and photos will appear in the May-June issue of The Sidecarist along with a ballot. Postmarks and/or timestamps will be used to determine timely ballots. All members may vote for President, Vice President, Secretary and Treasurer, but may only vote for Regional Director candidates within their region.
  • ELECTIONS

The election of the portion the Board standing for election will begin on May 1, end June 1, and repeat each year hence.  Completed ballots shall be postmarked or timestamped no later than June 1 of the current election year to the Election Chair.

The Election Chair bring the unopened paper ballots to the national rally where a committee of members who are not running for office or deemed to have a vested interest will open and tally them.  The Election Chair will combine the result of the paper ballot voting with the result of any other votes submitted by any means authorized by the Board.  He will report the result to the President or the person representing the President at the rally and that person will announce the names of those elected to the membership attending the rally at the General Meeting. That person will also communicate the results to the Editor who will post the names of those elected in The Sidecarist.

 In the event that the national rally is held earlier in the year than the elections, the procedure will conform as closely as practical.  The President will make the result public on our website and in The Sidecarist.

The President shall inform all successful candidates of the election result to as soon as possible, after the General Meeting. Successful candidates will start serving in office as soon as results are final.

Article VI. BUSINESS OF THE ASSOCIATION

  1. The President may, without other approval, make or authorize an expenditure of up to Five Hundred Dollars ($500.00).
  2. Any capitol asset or investment acquired by the Association with a value of more than Two Thousand Dollars ($2,000.00), will only be obtained after majority approval by the Board.

    Receipt by the Treasurer of the request for such asset and of the approval of the Board, will be considered full authority to the Treasurer to release such funds for the purchase of such assets or investment.
  3. Payment of all services rendered to the Association shall be requested from the Treasurer by invoice submitting an Expense Report (copy on file with the Treasurer) along with copies of invoices and /or receipts. 
  4. All expenditures by the Treasurer, in excess of $1000, shall require verbal approval of the President. All expenditures by the Treasurer, in excess of $2000, shall require written approval of the President. All expenditures by the Treasurer, in excess of $4000 shall require written approval from two-thirds of the Board.
  5. Email is an approved media for any and all communications regarding the business of the USCA.  General care and best practices are to be employed to defeat possible fraud and verbal confirmation of questionable email is suggested.