Gotland Grand National Sports Club

Bylaws of the Gotland Enduro & Motocross Club

(Adopted March 6, 2018). Updated May 19, 2021.

Chapter 1 General Provisions

Section 1: Purpose

The Gotland Enduro & Motocross Club is a nonprofit club whose members are individuals.

The club's purpose is:

to bring together members interested in enduro and motocross for joint activities; to organize and participate in various motorsports
to foster the development of children and youth in the sports of enduro and motocross

The club shall combat all forms of discrimination and actively promote doping-free sports.

Section 2: The Club's Name, etc.

The club's full name is Enduro & Motocross Club Gotland. The club's corporate ID number is 802514-7276.
The club is based in Visby, Gotland.

Section 3: Composition, Affiliation, etc.

The club consists of the individuals who have been admitted to the club as members.

The club is a member of Svemo, the Swedish Motorcycle and Snowmobile Federation, and is therefore also affiliated with the Swedish Sports Confederation (RF).

Through its membership in Svemo, the club also becomes a member of the district sports association (Gotland) (DF) and the specialized sports association, the Eastern Motorcycle and Snowmobile Association (SDF).

The association is required to comply with the bylaws, competition rules, and decisions made by these sports organizations.

At the request of the RF or the relevant SF, SDF, or DF board, the association is required to make its records available and to provide the information requested by these bodies.

The club is required to comply with the bylaws, competition rules, and decisions made by the aforementioned organization and sports governing bodies.

Section 4. Decision-Making Bodies

The club's decision-making bodies are the annual meeting, the special annual meeting, and the board of directors.

Section 5: Fiscal Year and Accounting Year

The club's operating year and fiscal year run from January 1 through December 31.

Section 6: Authorized Signatures

The club's name is signed jointly by the board of directors.

The Board of Directors has the right to delegate the authority to sign on behalf of the company to two members of the Board jointly or to one or more specifically designated individuals.

Any person who has been authorized by delegation to represent the club shall report back to the board.

Section 7: Amendment to the Bylaws

Decisions to amend the club’s bylaws may only be made at an annual meeting.
Proposed amendments to the bylaws must be included in the notice of the annual meeting.
A decision to amend the club’s bylaws must be approved by at least two-thirds of the votes cast at the meeting to be valid. A resolution to amend the bylaws may be proposed by either a member or the board.

Section 8: Disputes/Arbitration Clause

Lawsuits in disputes where the parties are individual members, officials, or clubs may not be brought before a general court. Such disputes shall, except in cases where other specific procedures are prescribed in the RF’s bylaws or Svemos’s bylaws, be resolved in accordance with the established rules of the Sports Arbitration Board.

Section 9: Dissolution of the Club

To dissolve the club, a resolution must be passed at the annual meeting by a vote of at least two-thirds of the total number of votes cast.

A resolution to dissolve the club must specify both that the club’s assets are to be used for a specific purpose related to the promotion of sports and where the dissolved club’s records and other materials are to be archived, such as in a civil society archive or similar institution.

The decision, along with copies of the board’s and the annual meeting’s minutes regarding this matter, as well as the auditor’s report and the balance sheet and income statement, must be sent to Svemo immediately.

Section 10: Communication with Club Members
When communicating with club members, the board shall use email, the club’s website, its Facebook forum, and the club’s member newsletter. Members shall be encouraged to provide a valid email address in order to reduce the club’s administrative costs.
Notices of the annual meeting and any special annual meetings shall be sent via email.

Chapter 2: Club Members § 1: Membership

1.1 § Individual Members and Honorary Members
Any person who wishes to support the club’s objectives is entitled to be granted membership. An application for membership may be denied only if it can be assumed that the applicant will act contrary to the club’s objectives or otherwise harm the club’s interests.

Membership is granted by the board of directors or by a person to whom the board has delegated decision-making authority. Membership is valid until further notice.

A decision to reject a membership application shall be made by the board of directors or by the person to whom the board has delegated decision-making authority. Before such a decision is made, the person in question shall be given the opportunity, within a specified period of at least 14 days, to comment on the circumstances that have led to the membership application being questioned.

The decision to reject a membership application must state the reasons for the rejection and specify the steps the applicant must take to appeal the decision. The decision must be sent in writing to the applicant whose membership application was rejected within three days of the date of the decision.

A decision to reject a membership application may be appealed by the affected party to Svemo within three weeks.

A member who has been active in the club in a prominent capacity for a long time, either as a competitor and/or as a club official, may be elected as an honorary member. An honorary member has the same rights and obligations as other members—such as the right to vote—but does not pay membership dues.
Any member may submit a proposal to the board regarding who should become an honorary member. Decisions are made at the annual meeting.

Section 1.2: Family Member

The same membership rules apply to family members as to individual members. A family pays a maximum of 500 SEK in total, but all family members are considered individual members.

Section 2: Members’ Rights and Obligations

Member

• must comply with the club’s bylaws and decisions made by the club’s governing bodies, as well as comply with the bylaws, competition rules, and decisions of the organizations mentioned in Chapter 1, Section 3,

• shall pay the fees set by the club,
• The membership fee must be paid by March 15 to be eligible to vote at the annual meeting.
• have the right to participate in meetings organized for members,
• is entitled to information regarding the club’s affairs to the extent provided for in Chapter 6, Section 2,

is not entitled to a share of the club’s assets or property upon the club’s dissolution.

Section 3: Member Participation in Competitions

Members have the right to participate in the club’s activities in the manner customary in the sports of enduro and motocross and under the same conditions that apply to other members. The club, however, has the right to establish specific conditions for the performance of certain tasks.

When participating in a competition or demonstration, a member represents his or her club.
The club determines the conditions for a member’s participation in a competition or demonstration.
If the organizer of the competition or demonstration is not affiliated with the Swedish Sports Confederation (SF), which administers the sport in question,

The member may participate only if (SF) has approved the competition or exhibition.

Section 4: Withdrawal

A member who wishes to resign from the club must give written notice. If, at the time of resignation, the member has not paid the required dues to the club, the club board shall decide whether or not such dues are to be paid.

If a member has not paid membership dues for two consecutive years, the association may decide to terminate the member’s membership.

Unless otherwise decided, membership under the first or second paragraph shall terminate when the member is removed from the membership roster. The individuals shall be notified that their membership has terminated.

Section 5: Expulsion, etc.

Notwithstanding the second paragraph of Section 4, a member may be expelled if, despite reminders, the member has failed to pay the dues set by the club. A member may also be expelled if the member has opposed the club’s activities or purposes, violated the club’s bylaws, or otherwise harmed the club’s interests.

The exclusion is valid until further notice. However, a decision on exclusion may be limited to a specific period (suspension). Such a time-limited exclusion may not exceed six months from the date of the decision.

If there are no sufficient grounds for expulsion, the club may instead issue a warning to the member.

A decision regarding expulsion or a warning may not be made unless the member has been given an opportunity, within a period specified by the club’s board—of at least 14 days—to comment on the circumstances that have led to the membership being called into question.

Decisions regarding expulsion or warnings must state the reasons for the decision and explain the procedures the member must follow to appeal the decision. The decision must be sent to the member within three days of the date of the decision.

Section 6. Appeals

Decisions regarding refusal of membership, termination of membership, or issuance of a warning may be appealed to Svemo in accordance with the rules set forth in Chapter 15 of the RF Bylaws.

Section 7: Termination of Membership

A decision to terminate an individual’s membership does not take effect until the appeal period has expired, or until the decision has been appealed and the matter has been finally resolved.

Chapter 3: Annual Meeting of the
Section 1: Date and Notice of Meeting

The annual meeting, which is the club's highest decision-making body, is held by the end of April at a time and place determined by the board.

The Board shall provide members with a notice of the annual meeting and a proposed agenda no later than three weeks before the meeting, in the manner determined by the Board. Furthermore, the notice and proposed agenda shall be published on the club’s website. If a motion has been proposed regarding an amendment to the bylaws, the dissolution of the club, a merger with another club, or any other matter of significant importance to the club or its members, this shall be stated in the notice.

The annual report, the business plan with budget, the Board’s proposals, and any motions received along with the Board’s comments must be made available to members no later than one week before the annual meeting. The notice of the meeting must specify where these documents are available.

The annual meeting addresses the annual report and financial statements. The annual report must be available at least one week before the meeting.

The auditor shall review the board’s administration and financial statements for the most recent fiscal year and submit an audit report to the board no later than 14 days before the annual meeting.

Section 2: Proposed Agenda Items for the Annual Meeting

Both members and the board may submit proposals to be considered at the annual meeting.

Proposals from members (motions) must be submitted to the board no later than six weeks before the annual meeting. The board shall submit a written statement regarding the motions to the annual meeting.

Section 3. Composition and Quorum

The annual meeting consists of members present who are eligible to vote. The meeting has a quorum consisting of the members eligible to vote who are present at the meeting.

If a member is unable to attend, he or she may be represented by a proxy. A proxy may represent only one member. However, a guardian has the right to represent his or her minor child.

Section 4: Right to Vote and Right to Speak and Make Proposals at the Annual Meeting

To be eligible to vote at the annual meeting, you must:

• that the member will be at least 15 years old during the meeting year;
• that membership has been granted prior to the annual meeting; and
• that membership dues have been paid by March 15 at the latest.

Members who do not have the right to vote have the right to speak and submit proposals at the meeting.

Section 5: Matters to Be Considered at the Annual Meeting

At the annual meeting, the following matters shall be discussed and recorded in the minutes:

1. Determination of the voting roster for the meeting.
2. Election of a chairperson and secretary for the meeting.
3. Election of the person to approve the minutes and the vote counter.
4. Question regarding whether the meeting was properly announced.
5. Adoption of the agenda.
6. The Board of Directors' annual report, including the annual financial statements for the most recent fiscal year.
7. The auditors' report on the Board of Directors' administration during the most recent fiscal year.
8. Motion to grant discharge to the Board of Directors for the period covered by the audit.
9. Setting of membership dues.
10. Adoption of the operational plan and consideration of the financial plan for the upcoming fiscal year.
11. Consideration of the Board's proposals and motions submitted in a timely manner.
12. Election of
    a) the club’s president for a term of one year;
    b) half of the remaining members of the board for a term of two years;
    c) an auditor for a term of one year. Members of the board may not participate in this election;
    d) three members of the nomination committee for a term of one year, one of whom shall be appointed chairperson
13. Any other matters raised under Item 5. Decisions on matters of significant financial or other crucial importance to the club or its members may not be made unless they were included in the notice of the meeting.

Section 6: Eligibility for Office

Any member of the club who is eligible to vote may be elected to the board or the nomination committee. However, employees of the club may not be elected to the board, the nomination committee, or as auditors of the club.

Section 7: Special Annual Meeting

The Board may convene an extraordinary annual meeting of the members.

The board is required to call an extraordinary annual meeting when an auditor or at least one-tenth of the club’s voting members request it. Such a request must be made in writing and include the reasons for the request.

When the board receives a request for an extraordinary annual meeting, it shall, within 14 days, call such a meeting to be held within two months of receiving the request. A notice of the meeting, including a proposed agenda for the extraordinary annual meeting, shall be sent to the members no later than seven days before the meeting, in the manner determined by the board. Furthermore, the notice and proposed agenda shall be published on the club’s website.

If the board fails to announce or convene an extraordinary annual meeting, those who submitted the petition may take the measures described in the preceding paragraph.

At an extraordinary annual meeting, only the item or items specified in the proposed agenda may be considered.

Section 8. Decisions and Voting

Decisions are made by acclamation or, if requested, by a vote.

With the exception of the cases mentioned in Chapter 1, Section 7, first paragraph, and Chapter 1, Section 9, all matters are decided by a simple majority when put to a vote. A simple majority may be either absolute or relative.

Elections are decided by a relative majority. A relative majority means that the candidate(s) who received the highest number of votes is (are) elected, regardless of how those votes relate to the total number of votes cast.

Decisions on matters other than elections require an absolute majority, which means more than half of the votes cast. Voting is by open ballot. However, if a member entitled to vote so requests, elections shall be conducted by secret ballot.

In the case of a vote that does not concern an election, if there is a tie, the proposal supported by the chair of the meeting shall prevail, provided that the chair is eligible to vote. If the chair of the meeting is not eligible to vote, the decision shall be made by lot. In the case of an election, if there is a tie, the decision shall be made by lot.

Section 9: Entry into Force

Decisions made by the annual meeting take effect upon the conclusion of the annual meeting, unless otherwise specified.

Chapter 4: Nominating Committee, Section 1: Composition

The Nominating Committee shall consist of a chairperson and two other members elected by the annual meeting.

Section 2: Obligations

The Nominating Committee shall prepare for the elections to be held at the upcoming annual meeting and, in doing so, shall continuously monitor the work of the Board of Directors and the auditors throughout the fiscal year.

No later than two months before the annual meeting, the Nominating Committee shall ask those whose terms of office expire at the end of the meeting whether they wish to run for the next term. The Nominating Committee shall then inform the members via the club’s website of any resignations. The Nominating Committee shall inform the members that they have the right to submit nominations for candidates.

No later than one week before the annual meeting, the Nominating Committee shall post its proposal on the club’s website for members eligible to vote.

Before the nomination of candidates begins at the annual meeting, the Nominating Committee shall announce its proposal regarding the election for which the nomination pertains. The Nominating Committee shall also announce the names that have otherwise been proposed to the Nominating Committee.

Chapter 5: Auditing
Section 1: Auditors and Audits

The club’s financial statements and administration shall be audited annually by the auditor appointed by the annual meeting. The auditor shall be independent of those whose accounts he or she is to audit.

The auditor has the right to review the club’s financial records, minutes of the annual meeting and board meetings, and other documents on an ongoing basis.

The club's financial statements for the most recent fiscal year must be submitted to the auditor no later than one month after the end of the fiscal year.

The auditor shall review the board’s administration and financial statements for the most recent fiscal year and submit an audit report to the board no later than 14 days before the annual meeting.

Chapter 6: The Board of Directors, Section 1: Composition

The board shall consist of between 5 and 10 members, including the chairperson. The Board should be composed of both women and men. The Board shall appoint from among its members a vice chair and any other officers as needed.
If a member resigns before the end of their term, the vacancy shall not be filled until the next annual meeting.
The Board may appoint an adjunct member. Such a member has the right to speak and make proposals but does not have the right to vote.

Section 2: Duties of the Board of Directors

When the annual meeting is not in session, the board serves as the club’s decision-making body and is responsible for the club’s affairs.

The Board of Directors shall, within the framework of the statutes of RF, Svemo, and these bylaws, be responsible for the club’s activities and safeguard the interests of its members.

The Board of Directors is specifically responsible for

ensure that the club complies with applicable statutes and other binding rules,

• implement the decisions made by the annual meeting,
• plan, lead, and assign work within the club; and, for this purpose, develop rules of procedure and instructions for the club’s subordinate bodies,
• be responsible for and manage the club's funds,
• keep members informed on an ongoing basis about club matters, to the extent that this does not harm the club's interests,
• provide the auditor with financial statements, etc., in accordance with Chapter 5, Section 1, and
• Prepare for the annual meeting.

The chairperson shall lead the work of the board and ensure that the board fulfills its duties in accordance with the club’s bylaws and other rules and decisions binding on the club. If the chairperson is unable to perform his or her duties, the vice chairperson shall take over

in lieu of the chairperson.
The board shall decide on the allocation of other duties through a separately established set of rules of procedure.

Section 3: Notice of Meeting, Quorum, and Voting

The Board shall convene upon notice from the Chair. The Chair is required to convene a meeting when at least two members have requested it. If the Chair fails to issue a notice of meeting, those who made the request may convene the meeting.

The Board has a quorum when all members have been notified and at least half of the members are present. All decisions require the consent of at least half of the Board members present. In the event of a tie, the chairperson has the casting vote. Voting by proxy is not permitted.

The chairperson may decide that a matter shall be decided by written ballot, by telephone conference, or using other technical equipment.

Minutes shall be taken at any meeting or when decisions are made in accordance with the preceding paragraph. The minutes shall be signed by the chairperson of the meeting and the designated secretary. Any dissenting opinions shall be recorded in the minutes.

Section 4: Delegation of Decision-Making Authority

The Board may delegate its decision-making authority in individual matters or in certain categories of matters to a committee or other body, or to an individual member, employee, or other designated person.

Any person who has made a decision pursuant to the authorization set forth in the preceding paragraph shall keep the board of directors informed of such decisions on an ongoing basis.

Chapter 7: Other Club Bodies

Section 1. Committees, working groups, and other subordinate bodies within the club

The Board may, as needed, establish ad hoc committees, working groups, and project groups.

Section 2: Instructions

The club's board of directors shall, through specific instructions or by other appropriate means, establish the powers and duties of the subordinate bodies.

Section 3: Reporting

Any person who has been authorized by the board pursuant to Chapter 6, Section 4, shall keep the board informed on an ongoing basis by submitting reports in the manner specified by the board in its instructions.

These bylaws were adopted on March 7, 2018, by the appointed board of the Enduro & Motocross Club of Gotland.