Article I. Name
The name of the club shall be the Johnson County Bicycle Club, Inc., herein after referred to as the Club. The use of the Club name by any individual or group shall be by permission of a majority of the Board. The Board may set rules or restrictions before granting permission. Permission must be secured for a specific date and use.
Article II. Purpose and Definitions
Section 1. Purpose.
The purpose of the Club is to promote general interest in bicycling in all its phases:
(a) To promote recreational cycling
(b) To promote the rights of bicyclists
(c) To promote understanding and recognition of the need for safer bicycling conditions among participants and the general public
(d) To aid in the development of educational materials and programs on bicycling
(e) To cooperate with governmental authorities in the education and enforcement of traffic safety regulations applicable to bicycling
(f) To advance the bicycle as an economical, healthful and pleasurable means of transportation
(g) To promote legal and safe cycling and driving practices
Section 2. Definitions.
(a) As herein used, the terms “bicycle”, “bicycling” and “cycling” refer only to two or three-wheeled vehicles propelled exclusively by the rider(s) without the assistance of any engine, motor power, or sail.
(b) As herein used, the term “Board” refers to governing body of the Club, made up of the Officers and Directors.
(c)The use of the masculine gender in these By-Laws is for convenience only and shall, in all respects, be deemed to include female members of the Club.
(d) The fiscal year of the Club shall be the calendar year.
(e) The term “Club Website” refers to a website maintained by the Club for the benefit of its members.
Section 3. Activities.
The Club will generally promote and sponsor organized group bicycle rides chosen by the Board, and will support advocacy, education, or other activities to promote cycling, as directed by the Board. The Club will hold at least one annual meeting of members each year. The Club will establish a regular means of communication with its members, which may be by Newsletter, e-mail, Club Website, or other forms of electronic communication. The Club will maintain a website if possible.
Article III – Membership and Dues
Section 1. Members.
Club members are those whose dues have been paid for the current year.
Section 2. Classes of Membership.
(b) Family – includes one or more adults and their children under 18.
(c) Such additional classes as may be authorized by the Board.
Section 3. Dues.
Dues shall be reviewed and set by the Board annually. The Board also will determine the starting and ending point of each membership year. The membership year covered by each member’s dues does not have to correspond to the calendar year.
Article IV – Officers and Directors
Section 1. Officers.
(a) The Officers of the Club shall be the President, Vice President, Secretary, and Treasurer. The Officers and at least five elected Directors shall constitute the Board. The President, with approval of the Board, may assign specific tasks to each member of the Board, to cover such needs as advocacy, the Club newsletter, ride planning, marketing, the Club website, and membership logistics. The President may also appoint committees to conduct tasks deemed necessary for the Club.
(b) The Officers and Directors shall serve for a term of one year. The terms of office will begin immediately following the annual membership meeting and end immediately after the annual meeting of the following year. Officers and Directors are eligible for re-election.
Section 2. Nominating Procedure.
In the fall of each year the President shall cause the Board to develop a slate of potential new Officers and Directors to replace any who plan to leave the Board at the end of that calendar year.
Section 3. Election Procedure.
The proposed slate of Officers and Directors shall be posted in the Club newsletter and on the Club Website no later than one month prior to the Annual meeting. A copy of the ballot shall also be posted in both the newsletter and on the Website. The ballots may contain brief factual information about each candidate for the information of the membership. Members must vote in person at the Annual meeting. If vacancies remain on the board as of the Annual meeting, additional candidates may be proposed and voted on at the Annual meeting who were not on the ballot posted earlier in the Newsletter and on the Website. If the election of any Officer or Director is contested, the ballots for such election must be counted by persons who are not competing for such position. The results of the election shall be entered in the Club records.
Section 4. Duties.
(a) The President shall preside at all membership and Board meetings, and shall be the executive officer of the Club. The President shall sign all official documents adopted by the Club, and shall perform all other customary duties pertaining to the office of President.
(b) The Vice-President shall assume the duties of the President in his absence or inability to act.
(c) The Secretary shall attend all membership and Board meetings, and shall keep all minutes. The Secretary shall keep a current roll of all Club members. The Secretary shall have custody of all Club minute books.
(d) The Treasurer shall, subject to Section 4 (f) below and such other restrictions and conditions approved by the Board, have custody of all money, debts and obligations belonging to the Club, and he shall cause the Club’s expenses to be paid. He shall receive all money paid to the Club and deposit it in Club accounts. He shall give bond at Club expense if required by the Board. The Treasurer shall give a report of the financial status of the Club at the Annual Meeting and at any other meeting of the members if requested.
(e) All checks, drafts, notes, or other orders for payment of money shall be signed in the name of the Club by the President, the Treasurer, or any other person authorized by the Board to sign checks. No disbursement or obligation, including debit card transactions, greater than $200.00 may be made or incurred without specific Board approval. A Club debit card for cash advances or purchases may be issued to members authorized by the board to purchase items on behalf of the Club, such as purchases of food for a Club-sponsored ride. The Treasurer will take appropriate steps to limit the Club’s liability for any misuse of such a debit card.
(f) The Officers and Directors shall attend all membership and Board meetings, and shall participate in policy planning for the Club.
Section 5. Resignations.
Any Officer or Director may resign from office when it is deemed in the best interest of the Club or of the individual. The resignation must be in writing and shall be effective when received by the Secretary.
Section 6. Vacancies.
Whenever a vacancy occurs in any elected office other than that of President, the President shall appoint a member of the Club to fill the office for the remainder of the term. If a vacancy occurs in the office of the President, the Vice-President shall immediately assume the office of President and shall appoint a new Vice-President. If the office of Vice-President shall be vacant, then the succession shall be Secretary and Treasurer. A current Board member may be appointed to another position on the Board. However, he must resign his current position to accept the appointment.
Article V – Membership Meetings
Section 1. Annual Meeting.
The Annual meeting of the membership shall be held at any time during the period from the beginning of January until the end of February each year, for the purpose of electing the Board, hearing committee reports, and conducting such necessary business.
Section 2. Special Meetings.
Special meetings of the members may be called by a majority of the Board. The object of the special meeting shall be stated in the notice and no other business shall be transacted.
Section 3. Notice of Meetings.
Notice of all membership meetings will be posted at least 30 days in advance of the meeting date in the Club newsletter, in a calendar of events or at a membership meeting.
Section 4. Rules.
The President shall endeavor to conduct all meetings in substantial accordance with Robert’s Rules of Order, Newly Revised; however, departures from such Rules shall not invalidate any actions.
Section 5. Voting.
(a) All who are members of the Club in good standing are qualified to vote at membership meetings. A quorum for Annual meetings shall be 5% of the total membership as recorded by the Club Secretary. There is no quorum for special meetings.
(b) All actions except elections of Officers and Directors shall be by a majority votes cast, a quorum being present. A list of members in good standing shall be maintained. Such list, as recorded ten days prior to any general membership meeting, shall be the list of eligible voters for that meeting. Election of Officers and Directors shall be by ballot only, with the results being decided by a simple majority of all votes returned.
Article VI – Board Meetings
Section 1. When Held.
Meetings of the Board shall be held once each month at a time selected by the Board. It shall be the duty of the Officers and Directors to attend these meetings. Board Meetings may be held on other occasions when the President deems it necessary.
Section 2. Voting.
Any member may attend Board meetings, but only the Officers and Directors may vote. Five Board members shall constitute a quorum. Upon direction of the presiding individual, any person not an Officer or Director may be excluded from the deliberations when deemed necessary.
Section 3. Notice of meetings.
The Board may determine what level of notice it wishes to give to the Officers and Directors about each meeting. No notice is necessary for meetings that are held at a regularly scheduled time and place each month.
Section 4. Conduct of business electronically.
The Board may choose to maintain a group e-mail site for the use of the Officers and Directors to communicate electronically. The Board may act on a matter electronically if an issue cannot reasonably wait until the next regularly scheduled Board meeting. Any Officer or Director may propose a motion by e-mail to the other Officers and Directors. After an e-mail second of the motion, discussion on the motion may proceed by e-mail. The President (or in the President’s known absence, the Vice President) shall cut off an e-mail discussion and call for a vote on any electronic motion when the President deems it appropriate. The Board members may then vote “yes” or “no” by e-mail. An electronic Board resolution shall have the same force and effect as one that is passed in a regular Board meeting. Electronic motions must have e-mail approval of two-thirds of the full Board in order to pass. Electronic motions shall be recorded in the minutes.
Article VII – Amendment of By-Laws
Section 1. Initiation of Proposal to Amend.
(a) The Officers and Directors may initiate a proposal to amend the By-Laws. If a majority concurs, the proposal will be submitted to the membership for approval.
(b) Any member may initiate a proposal to amend the By-Laws and submit it to the Board for approval. If it is approved by the Board, it will be submitted to the membership for approval by vote.
(c) If a proposal is submitted to the Board under the provisions of part (b) above and is not approved, the member who initiated it may circulate a petition among the members asking that the proposal be submitted to the membership for vote. If signatures of 25% of the members eligible to vote are obtained, the proposal to amend must be submitted to the membership for their vote.
Section 2. Submission of Proposal to Members.
When a proposal to amend the By-laws has been approved as required in Section 1, it shall then be submitted to the voters by means of a posting in the Club newsletter and on the Club Website. The proposal shall include notice of the date and place of the meeting at which the proposal shall be brought to a vote. This date shall be at least thirty days after the date on which the proposal is posted to the Newsletter and Website.
Section 3. Voting on Amendment to By-Laws.
At the meeting designated for voting on the proposed amendment, time will be allowed for discussion of the proposal. Only members in good standing may vote. A two-thirds majority of those present and voting is required for approval.
Article VIII – Indemnification
All Officers, Directors or other duly elected persons of the Club, their heirs, executors and administrators shall be indemnified by the Club against all cost, expenses and amounts or liability therefore, reasonably incurred by or imposed on them in connection with any action suit, proceeding or claim to which they may be made a party or become involved by reason of an act of omissions or commission of their duties; provided that such indemnification shall not apply if a person be finally adjudged as having been individually guilty of willful misfeasance in the performance of this duty.
Article IX – Budget
The incoming Board shall draft and approve an annual budget no later than the last day of February of each year, and shall make copies available to members upon request.
Article X – Date of Enactment
These By-Laws shall become effective upon approval and upon that date all previous By-Laws, amendments and resolutions are repealed.
Article XI – Disposal of Assets
Upon dissolution of the corporation the Board of Directors shall, after paying all debts, dispose of the assets of the organization. Assets shall be distributed either to another organization (or organizations) that have a primary purpose of promoting bicycle access, safety or education, or to a cycling club similar to the Club.
These By-Laws first enacted November 1,1982
Amended April 1,1986
Amended December 5, 1995
Amended October, 2002
Revised text February 2004
Revised text February 2009