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NOT2L8

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  1. HUGE thank you to Dave & Cris Cooper and the Palmer Divide Victory Riders for pulling off a fantastic event!!! Well done!!!!
  2. I'll be meeting you there for the leg to Park City. I was there in 2013 and had a WONDERFUL time :-) Reservation made at Bear Valley Inn
  3. Reservations made for Bear Valley Inn. Will book for the other hotel as soon as group info is posted. Looking forward to it :y: :y:
  4. Looking forward to seeing my buddies from Utah & Colorado :y: :y:
  5. That is awesome! Thanks for sharing that. :chpr
  6. Darn it, I had hoped to ride this leg again this year, but it's going to conflict w/the SW/NW Regions' MITM in Klammath Falls, OR.
  7. Miss you both!! The very first time I participated in the V2V (last summer Craig, CO to Park City, UT) was the first year you didn't attend. I'm not giving up hope that you'll both be there next summer :-D I might even go as far as Elko if you decide to come 8) Merry Christmas, Happy New Year. Big hug to your Mom ;-)
  8. Thanks Burl! Just for the sake of completeness, I thought it would be a good idea to put the whole e-mail in here as well: "I think this process works. But this is not bylaw language. I have added language to the revised bylaws I am working on that is more general, and would allow the nitty gritty details to be changed, so long as the meeting complies with the rules set forth in the bylaws. Based on my discussions with John Genovese, review of the forums and the below I think that your process sounds as though it is compliant with the legal requirements of the Delaware law applicable to voting by nonprofit corporations." Marla H. Norton, Esquire BAYARD (302) 429-4214
  9. I thought it would be a good idea to add this to the thread for future reference. This is taken from the attorney's letter to us dated Nov 18, 2013 regarding Delaware law as it relates to electronic meetings: You inquire whether there are standard for electronic communication. Bylaw Section 1.09(f) addresses Internet Board meetings but not electronic member meetings. Section 211(a)(2) of the Delaware General Corporation Law, as made applicable to nonstock corporations by Section 215(a), provides: If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, members and proxyholders not physically present at a meeting of members may, by means of remote communication: a. Participate in a meeting of members; and b. Be deemed present in person and vote at a meeting of members, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a memberr or proxyholder, (ii) the corporation shall implement reasonable measures to provide such members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any member or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
  10. FYI below is the list of questions about electronic meetings that I attached to the letter to Ms. Norton. I wanted to post them in here for the record. I sent the letter earlier today so if I got any of this wrong, it's already out the door. 11/25/2013 Victory Motorcycle Club Questions regarding electronic meetings Section 211(a)(2) of the Delaware General Corporation Law, as made applicable to nonstock corporations by Section 215(a), provides: If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, members and proxyholders not physically present at a meeting of members may, by means of remote communication: a. Participate in a meeting of members; and b. Be deemed present in person and vote at a meeting of members, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member or proxyholder, (ii) the corporation shall implement reasonable measures to provide such members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any member or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation. Our web team is currently working on the necessary adjustments to the website in order to comply with Delaware law as it pertains to electronic meetings. Proper notice would be sent to all members via both e-mail and private message. Questions: #1 DGCL: ”. . . b. Be deemed present in person . . .” We have a couple ideas for tracking meeting attendance. One would be to provide a check box on the home page to verify they agree they are present in the meeting, after which they would be brought into the “meeting thread” where they could comment. Another option would be to automatically take members to the meeting when the log in. After checking a box agreeing they are present, they could then proceed to other areas of the website. #2 Is there any specific time limit to how long an internet meeting can run? If we can legally conduct a meeting over an extended period of time (days/weeks/months), progressing through the agenda point by point on specific dates before officially adjourning, it would give us a better chance of achieving a quorum. #3 If people log into the “meeting thread” during the discussion period but do not end up voting, can it still be construed that they were present at the meeting for purposes of achieving a quorum? Or would we need 1/3 of the membership to actually vote? #4 Can the meeting be adjourned before being concluded? If it can be adjourned, can it be adjourned to a new location (i.e. can we move from the virtual “clubhouse” to the “voting booth” area on the website and still be in the same meeting? #5 DGCL: “. . . permitted to vote at the meeting . . .” Due to the way our website is set up, we will need to conduct the actual voting in a different area from the meeting thread. These threads could, however, be in the same forum area if required (see screen shot below showing the Member’s Forum). If you feel it would be beneficial, we could arrange an online demonstration of the proposed meeting process for you with our webmaster.
  11. It's going to be a long meeting. It might last 2.5 months. I imagine members will be doing all sorts of things in the clubhouse while the meeting is going on. But let's run it by the attorney. Getting back to the letter, in the interests of clarity I think we need to separate out all the questions concerning how to run an internet meeting and attach them in a separate document. To that end I have updated the letter (see attached Draft #4). Meeting questions for the lawyer: Is there any specific time limit to how long an internet meeting can go (i.e. days/weeks/months)? Can the meeting be adjourned during this process? If it can be adjourned, can it be adjourned to a new location (i.e. can we move from the virtual "clubhouse" to the "voting booth" area on the website? We have a few ideas about logging attendance that might improve the number of attendees at the meeting. Would these be allowable (list ideas) I'll be out until early afternoon. I'd really like to get this out first thing in the morning. It's been over a week since Ms. Norton's last e-mail. Can we get a comprehensive list put together?
  12. Our attorney has asked us a direct question. I'd prefer not to dance around the answer. Let's be straight with her and she what she recommends. Also, I don't think our vendors would want to put us in a situation that could threaten our tax exempt status if, in fact, it would. Below is what I came up with by way of explanation. I didn't include anything about the Dealer Sponsorship Program because I didn't think it was relevant. It's not listed as a membership class and it doesn't violate any rules. BTW, Burl, I added the 83% figure you recommended concerning percent of revenue from member dues. (the letter is attached in its entirety) “There is specific reference to a class of nonvoting members paying higher dues as possibly indicating a commercial operation of Club facilities." The Sponsor membership described in Article 1.05 of the bylaws pertains to vendors who sell Victory Motorcycle related products. For $46/year participating vendors are given their own separate forum in which to answer product-related questions and advertise. Total annual revenue received from Sponsor memberships is minimal: ~$1,000 (2.5% of gross receipts).
  13. Let me know if you agree with my calculations (note: this is just the revenue side of the P&L)
  14. Please see attached. You'll need to read through the whole thing as I made some changes.
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