NOTE: THIS IS NOT AN APPROVED DOCUMENT.
THIS IS ONLY FOR REVIEW. The final version will be voted on by the elected board. 


ARTICLE I - IDENTITY

Section 1 - NAME AND PURPOSE

The name of this organization shall be the "Baja Good Life Club".

The purpose and objectives for which the Club is organized and operated are:

• To encourage camaraderie and provide a meeting place for the members.
• To foster the mutual exchange of ideas and the development of common interests with respect to Baja, travel and living abroad, and for the promotion of social activities among the Club members.
• To gather and disseminate such information as the members may desire.
• To aid members in the conduct of their Baja activities.
• To encourage intellectual contact among the members of the Club
• To promote members participation in various Baja activities
• To encourage support and participation in various Baja activities
• To promote Baja business and tourism.
• To gather and disseminate discounts and benefits.
• To build and nurture relationships and community.

ARTICLE II - MEETINGS

Section 1 - MEETINGS

The Club shall have an Annual Meeting during the month of January. Special meetings of the Club shall be called by the Secretary at the discretion of the President, or three Club Members. Any business within the power of the Club may be transacted at the Annual Meeting. Officers shall be elected only at the Annual Meeting.

At a Special Meeting, no other business shall be transacted than that specified in the notice of the same. A notice stating generally the purpose of any meeting of the Club shall be sent to each member.

There shall be a MONTHLY, GENERAL meeting of members; date, time and place as established by the President, with notification in writing to the membership, by the Club Secretary, at least SEVEN(7) days in advance (via e-mail and notice in monthly bulletin shall suffice).

B. At GENERAL meetings of the members, chaired by the President (or Vice), Club officers shall report upon the affairs of the Club and conduct other business as appropriate.

C. At any duly called meeting of the members, a QUORUM shall consist of 1/5 of the then eligible voting membership. Prior to each vote, the Chair shall verify a quorum of members eligible to vote, exists.

D. Unless otherwise provided herein, all matters may be voted upon by the members at a duly called meeting, by a vote of the MAJORITY of the members present and eligible to vote, provided a quorum is present.

E. At the Chair’s discretion, any vote required of the membership, other than annual election of Officers and Board members, may be conducted by show of hand, standing or by ballot. In each case, the vote count shall be independently verified by THREE Officers and recorded by the Secretary.

F. At any meeting of the membership, should a quorum not be established, discussion or debate on matters requiring a vote shall NOT transpire.

G. There shall be no voting by PROXY.

ARTICLE III – OFFICERS and BOARD OF DIRECTORS

Section 1 – BOARD OF DIRECTORS

A. The governance of the Club shall be vested in a Board of Directors (BOD), consisting of no fewer than the Officers of the Club. Additional Board members may be recommended from time to time, and filled from the ranks of Members, upon approval by a vote of the membership present at a regular or special meeting, providing a quorum is present.

B. BOD terms of office are to run concurrent with Officer terms and continue until their successor is named.

C. The BOD shall GOVERN the affairs of the Club, control its property and enforce the preservation of order and obedience to the bylaws, policies, rules and regulations of
the Club.

D. All appropriations of the funds of the Club shall be made by or under the direction of the BOD and all disbursements of Club funds shall be made in accordance with directions prescribed by the BOD.

E. The BOD shall be responsible for the conduct of all affairs of the Club.

F. The BOD shall meet at least once a month for the transaction of business. A QUORUM of the BOD shall exist when no fewer than ONE LESS than the then current total of elected Board members is present. At any duly called meeting of the Board, matters requiring Board action may be passed by majority vote of the Directors, provided a quorum is present. There shall be no voting by PROXY.

G. Any member of the BOD who shall absent themselves from THREE (3) consecutive meetings of the Board without rendering a sufficient reason for such action shall forfeit their office. It shall be the duty of the Secretary to report to the Chair upon the absence of any Director from THREE (3) consecutive meetings. The remaining members of the BOD shall evaluate and act on the merits of reinstalling the Director within FIFTEEN (15) calendar days of forfeit date, should the removed Director offer any reason.

H. In the event of the resignation or removal of a Director, the President (or Vice) may, at their discretion, call a special meeting, or open the next general meeting with an election of a new Board member. Elected terms, not concurrent with the annual elected term, shall be for the balance of the un-expired annual term.

Section 2 - OFFICERS

The Officers of the Club shall be:

• ·         President
• ·         Vice-President
• ·         Vice-President of Membership
• ·         Secretary
• ·         Treasurer
• ·         Social Committee Chairperson
• ·         Event Committee Chairperson

The officers shall be Members in good standing. Officers shall be elected at the Annual Meeting by a show of hands. An electoral quorum for this purpose shall be 1/5 of the Club Members.

Any vacancy among Club Officers shall be filled for its unexpired term by having the other Club Officers remaining in office appoint a qualified replacement from among the Members of the Club; some officers may hold two or more titles at any given time as necessary, and as approved by the club membership at the time of election.

ARTICLE IV - OFFICER DUTIES

Section 1 - PRESIDENT

The President shall provide the "vision" for the Club, and preside at all meetings of the Club and shall perform all other duties required of him by this Constitution and By-Laws. He will serve for one year starting the first day of February following election.

The President shall be ex-officio a member of all committees.

The President shall use proper discretion in making decisions when it is not practical to consult with the Club Membership.

Section 2 - VICE PRESIDENT

This elected officer serves for one year before an automatic promotion to the office of President. The Vice-President serves as an assistant to the President in all of his duties, and serves as acting President when the President cannot be present.

Section 3 – VICE PRESIDENT OF MEMBERSHIP

The Vice President of Membership shall perform the duties in the absence of the President and the Vice President. The Vice President of Membership is the administering officer of the Club meetings  and the Club Membership.  

Section4 - SECRETARY

As Secretary, the position shall:

• Give notice of the meetings of the members in accordance with Article II, Section 1, and shall keep the records of membership enrollment.
• Keep the minutes of Club meetings.
• Handle all general club correspondence.
• Schedule pre-season executive meetings for scheduling and general planning.
• Select and appoint someone to keep the website up-to-date and relevant.
• Shall have the custody of agreements and evidence of property belonging to the Club and all other business papers.

Section 5 - TREASURER

As Treasurer, the position shall:

• Serve as member ex-officio and have general supervision of the financial affairs of the Club. He/she shall collect all monies payable to the Club and pay all bills contracted by the Club and all other expenses of the Club. All bills and expenses so paid shall, as required by the Treasurer, be certified as correct by any committee, which has contracted for any such expense by virtue of an appropriation of club membership. The Treasurer shall have the custody of the cash funds, notes, and bonds. Checks shall only be drawn on regular blanks bound in book form with a stub upon which shall be retained a copy of said checks. Except as aforesaid, or by express authorization by the Club Officers, the Treasurer shall not make or endorse any checks, drafts, or notes, or draw, accept or endorse any drafts or bills of exchange.
• Purchase supplies, equipment, trophies, etc. for club activities.
• Keep or cause to be kept a regular set of books containing the accounts of the Club showing all monies received and disbursed. The Treasurer shall keep a separate account as Treasurer of the Club, and shall deposit in the name of the Club in such bank or banks, all monies of the Club, which shall not be drawn out except for the use of said Club. Said books and accounts of the Club shall be open at all times to the inspection of the Club Officers.
• The Treasurer shall prepare an annual account of expenditures and receipts for the year to date to be laid before the Club at its Annual Meeting and at other times when requested to do so by the Club Officers.
• A Treasurer who becomes mentally incompetent or goes bankrupt shall be removed from office by the other Club Officers, who will immediately make arrangements to revoke his/her signing privileges.

Section 6 - EVENT COMMITTEE CHAIRPERSON

It shall be the duty of the Event Committee Chairman to:

• Help initiate, organize, and coordinate fundraisers like Baja Love Ride, Baja’s Best Salsa Competition, Best of Baja, etc.
• Serve as the point person for all club revenue producing event functions.
• Baja’s Best Salsa Competition, this position is responsible to make arrangements for and to take charge of, and appoint judges  for any competition held by or under the authority of the Club.
• Manage all forms and waivers for events, when required.
• Keep tally sheets and award prizes and keep all records on permanent trophies.  
• Provide the web master (as appointed by the VC) with the necessary scoring information to keep the results current.
• He/she may appoint, in his/her absence, a member or members of the Club to act in his or their place.

Section 7 - SOCIAL COMMITTEE CHAIRPERSON

Whenever this position is filled, the Social Committee Chairperson shall:

• Help initiate, organize, and coordinate picnics, parties, tours and trips, and phone trees, etc.
• Serve as the point person for all club social functions.

ARTICLE V - MEMBERSHIP

Section 1 - PRIVILEGES AND DUTIES OF MEMBERS

Any Club Member may attend and participate in all official and social Club functions. A Club Member who is married and/or has children is entitled to the privileges of membership. A membership entitles the immediate family members of the individual Club Member to attend and participate in all official and social Club functions. Significant Others will be considered family members for the purposes of said memberships.

However, the individual in whose name the membership is held is only entitled to one vote at official Club functions.

Club members are entitled to:

• Vote on all matters of official Club business.
• Receive Merchant Members discounts
• Have access to Club Insurance Services
• Have access to Members Only content of the Club website.
• Fly the Club burgee.
• Carry a BGLC membership card.
• Invitations to all members-only events.

Section 2 – JOINING THE CLUB

A.  Qualification for membership in the Club is limited to those persons who are 18 years old or older, and share like purposes and objectives as stated above.

B.   There shall be no requirements for membership in the Club, either formal or informal, that shall serve to restrict from membership any qualified applicant because of the applicant’s race, religion, sex or national origin.

C.   The BOD may recommend extending or limiting the number of members or classes of membership the Club shall have. Such action requires a vote by the membership for approval.

There shall be the following classes of membership:

1. INDIVIDUAL MEMBERSHIP: $35 Per Year

The Individual Membership is extended to persons meeting the above criteria and and having paid the current annual membership fee of $35. All member rights. 

2. FAMILY MEMBERSHIP: $10 Per Year

The Family Membership is extended to persons meeting the above criteria and are the spouse, partners, or child of a Individual Member and having paid the current annual membership fee of $10. All member rights. 

3. MERCHANT MEMBERSHIP: $60 Per Year

The Merchant Membership is extended to persons meeting the above criteria and having paid the current annual membership fee of $60. All member rights. 

4. FRIENDS MEMBERSHIP: $0 Per Year 

Friends Membership is extended to persons meeting the above criteria and are only online members and BGLC publication subscribers. Friends Members do not receive membership card, discounts, voting rights, ability to hold office, or quarterly printed magazine.

5. LIFETIME MEMBERSHIP: $0 Per Year

In order to recognize Individual Members of the Club for long or extraordinary service to the Club, the BOD may recommend that an individual be granted Lifetime Membership. At a regular or special meeting, a majority vote by the membership is required to confirm the appointment.

Section 3 - DUES

The dues for Membership in Baja Good Life Club and other fees shall be regulated and fixed from time to time by a hearing and vote of Club Members and Club Officers.

Annual dues shall be $35.00 for Individual Club Membership, $10 for Family Club Members and $60 for a Merchant Membership.

The Club Officers shall have full authority over all matters connected with the billing and payment of annual dues.

Membership renewals and dues collections occur annual based on the starting month of the specific members.

Section 4 - INDUCTION OF NEW MEMBERS

Part of the essence of the Baja Good Life Club is openness to new members. Exclusivity is strongly discouraged by the Club. All new applicants will be granted membership upon paying of membership dues, unless there is a reasonably justified objection by existing Club Member(s) to the contrary, which is heard and agreed to by a majority of the Club Officers. 

New members will be introduced at the beginning of each general meeting.

Section 5 - DISCIPLINE

If any member shall be charged in writing, respecting any occurrence injurious to the welfare of the Club, or of a violation of any provisions of the Constitution and By-Laws, or Rules, the Club Officers shall there upon cause a statement of such charge, together with a notice of not less than five (5) days of the time and place where they will meet for consideration thereof, to be served on the person making the charge and the person so charged. The Club Officers shall make the necessary rules respecting its hearing. At the time and place specified in the notice, the Officers shall hear and consider the evidence offered by both parties. If the Officers shall be satisfied of the truth of the charge, they may censure or suspend such member for a period of not to exceed twelve (12) months, from any or all privileges as they deem proper. Their decision shall be final. Should a majority of the Officers, however, deem that such discipline would be inadequate, they shall make a report in writing of their findings and recommendations and submit the same, together with the evidence taken, to the next general meeting or any special meeting called for that purpose, for any action the Club may desire to take in respect thereto, and they may in like manner suspend such member pending the determination of the matter by the Club.

ARTICLE VIII - LEGAL

Section 1 - INDEMNIFICATION OF OFFICERS AND ACTING CLUB REPRESENTATIVES

To the extent permitted by applicable law now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was at any time a director or officer of the Club shall be indemnified by the Club for judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily incurred in connection with or as a result of such action, suit or proceeding. Indemnification hereunder shall continue as to a person who has ceased to be an Officer of the Club and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE IX - AMENDMENTS

Section 1 - ALTERATION OF CONSTITUTION AND BY-LAWS

No section of this Constitution and By-Laws shall be repealed, amended, or added to except at the Annual Meeting, the regular meeting, or at a special meeting duly called for the purpose. By a vote of two-thirds of the members the proposed change shall be made.

No motion to change the Constitution and By-Laws shall be made or voted upon unless notice of the intent of the proposed change is contained in the notice for the meeting in which the vote occurs. Such notice is to be sent to all Members and posted on the BGLC website at least two (2) weeks prior to such meeting.