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Article I. Name and Seal
Section 1. 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.
Section 2. Corporate Seal.
The Corporate Seal shall simply read "Johnson
County Bicycle Club".
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 engage in recreational cycling
(b) To promote the rights of bicyclists
(c) To further 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.
Section 2. Definitions.
(a) As herein used, the terms "bicycle", "bicycling" and "cycling" refer only to
two-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.
Article III - Membership and Dues
Section 1.
Membership is open to individuals, families or businesses who are in agreement with the purpose and by-laws of the Club.
Section 2. Classes of Membership.
(a) Individual Adult - a person 18 years of age or over.
(b) Individual youth - a person under 18 whose application must be sponsored by a parent or guardian.
(c) Family - includes one or more adults and their children under 18.
Section 3. Dues.
General - Dues shall be reviewed annually by the Board. Any recommendations for change shall be presented to the membership for approval. The Board shall determine the renewal policy. Dues for the different classes of memberships shall be as follows until changed by the procedure outlined in Article III, Section 3
(a) above: Effective 1/01/96 Individual Adult $20.00 Individual Youth $20.00 Family $20.00 The period of all memberships shall be April 1 through March 31 of the following year. New memberships received after September 30 will be effective immediately and continue through the entire subsequent membership period beginning on April 1.
Section 4. Loss of Membership.
(a) Membership shall automatically lapse for non-payment of dues and be automatically reinstated upon payment thereof.
(b) A member may be expelled for any cause deemed against the interest of the club by a vote of the Board. Prior to any expulsion a three member ad hoc investigating committee shall be appointed by the President. Written notice including the charges, findings of the committee and the time and place of the hearing shall be delivered in person or by registered mail to the member concerned not less than ten days prior to any determination. The Secretary shall prepare a transcript of the proceedings and enter it in the Club Records.
Article IV - Meetings and Voting
Section 1. Annual Meeting.
The annual Meeting of the membership shall be held during January for the purpose of installation of the Board, reports of committees and retiring Officers and such business as shall be necessary.
Section 2. Monthly Meetings.
There shall be a meeting of the members on the first Tuesday of each month if possible.
Section 3. 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 transacted.
Section 4. Board Meetings.
Meetings of the Board shall be held once each month, if possible, 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. Any member may attend these meetings but only the Officers and Directors may vote. Upon direction of the presiding individual, any person not an Officer or Director may be excluded from the deliberations when deemed necessary. The Board Meeting may also be held in conjunction with other events such as the Touring Committee Meeting when it is deemed necessary and convenient.
Section 5. Notice of Meetings.
Notice of meetings will be given in the Club newsletter, in a calendar of events or at a membership meeting.
Section 6. Rules.
Robert's Rules of Order, Newly Revised shall prevail at all meetings; however, departures from such Rules shall not invalidate any actions.
Section 7. Quorum.
At Board Meetings, 4 [four] Officers and/or Directors shall constitute a quorum. A quorum for all general meetings shall be 5% of the total membership as recorded by the Secretary of JCBC.
Section 8. Voting.
(a) Those members of the Club qualified to vote at membership meetings and elections shall be Individual Adult Members, Individual Youth Members and adults who are a part of a Family Membership.
(b) All actions except elections of Officers and Directors shall be by a majority of those present and voting, a quorum being present. Only qualified voters as per Article IV, Section 8, may vote. A list of members in good standing shall be maintained by the Treasurer and or Secretary. 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, as specified in Article V, Section 3.
Article V - Officers and Directors
Section 1. Officers. The Officers of the Club shall be the President, Vice President, Secretary, Treasurer, (or Secretary/Treasurer) and Touring Chairman. The Officers, Past-President and at least 3 elected Directors shall constitute the Board.
(a) The Officers and Directors shall serve for a term of one year or until their successors are elected. The terms of office will begin immediately following the annual membership meeting and end immediately after the annual meeting of the following year.
Section 2. Nominating Procedure.
The President, with the approval of the Board, shall appoint a nominating committee and designate its chairman, not later than the September meeting. The Committee shall be drawn from the general membership and consist of three members, each of whom shall have been a member for at least two years. The committee shall choose a slate of nominees to replace the Officers and three Directors. The Chairman shall procure the consent of each nominee before the slate is presented at the October Meeting. Additional candidates may be nominated from the floor at this meeting, on condition that they have previously consented to being nominated.
Section 3. Election Procedure.
Election shall be by ballot which may be mailed or brought to the annual banquet. If mailed, it shall state the date after which the ballot is invalid and the address to which it is to be mailed. The ballots may contain brief factual information about each candidate for the information of the membership. Ballots shall be mailed to the membership not later than 30 days prior to the date of the annual meeting. A committee of three shall be appointed by the President, with the approval of the Board, to count the ballots. No member who is a candidate for office or who has any personal interest in a nominee shall serve on this committee. The results of the election shall be entered in the Club records.
Section 4. Duties.
(a) The President shall preside at all meetings of the members and shall be the executive officer of the Club. He shall sign all official documents adopted by the club and shall perform all other customary duties pertaining to the office of President. He shall also be Chairman of the Board.
(b) The President shall preside at all meetings of the Board of Directors; in his absence the Vice-President shall preside.
(c) The Vice-President shall assume the duties of the President in his absence or inability to act. He shall also be responsible for and organize the annual club banquet.
(d) The Secretary shall attend all meetings of the Members and of the Board and shall keep all minutes and votes in the Club Records. He shall keep a current roll of all Club members and perform all other duties pertaining to this office or as required by a majority of the Board. He shall cause the Club Directory to be printed and distributed by May 1. He shall have custody of the Corporate Seal and the Club Records.
(e) The Treasurer, shall, subject to such restrictions and conditions agreed upon by a majority of the Board, have custody of all money, debts and obligations belonging to the Club. He shall receive all money paid to the Club and deposit it in Club accounts. All checks, drafts, notes, or other orders for payment of money shall be signed in the name of the Club by the President or the Treasurer. 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. No obligation, debt or liability shall be incurred by the Treasurer without the specific approval of the Board. He shall secure the signature of at least two other Board members on the bank signature card in addition to his, and receive approval from the Board prior to writing checks for unbudgeted items over $100.00 (one hundred dollars). The Treasurer maintains the official membership list.
(f) The Touring Chairman shall control all club rides and be responsible therefore. He shall be Chairman of the Touring Committee which is responsible for planning and execution of all club rides. He shall be responsible for drafting the touring schedules.
(g) The Directors shall attend all meetings of the members and of the Board. They shall aid the Officers in planning and policy making for the Club. They may be appointed by the President to be chairmen of standing committees. The Past President advises the Board for the year following his term as a voting member of the Board. If the President is re-elected, the position of Past President shall remain vacant until such time as there is a Past President.
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. The appointment shall be submitted to the members for the approval at the next regular membership meeting. 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 in accordance with the procedure previously outlined in this section. If the office of Vice-President shall be vacant, then the succession shall be Secretary, or Secretary/Treasurer, Treasurer, then Touring Chairman. 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 VI - Committee.
Section 1.
Ad Hoc Committees. The President, with the approval of the Board may appoint such ad hoc committees as are deemed necessary, and shall designate the chairman, duties and responsibilities of such committees. All reports or actions taken by such committees must be voted by a majority of the entire committee.
Section 2.
Standing Committees. The President, with the approval of the Board, may appoint chairmen of the following committees. These chairmen may appoint members to serve on their committees. Committees shall consist of no less than three members. No committee shall include more than one member of the Board.
(a) Special Events
(b) Touring
(c) Newsletter
(d) Program
Section 3.
Audit Committee. The President, with the approval of the Board, shall appoint a committee from the membership which shall inspect the Club's financial records. The inspection shall be done within ninety days after the end of the year and a report submitted to the Board.
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 concur, 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
(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 publication in the newsletter or by a separate mailing. 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 mailed to the members.
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 qualified voters as per Article IV, Section 8, 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 wilful misfeasance
in the performance of this duty.
Article IX - Budget
The incoming Board shall draft and approve
an annual budget no later than March 30 and 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 to other organizations
that have the purpose of promoting bicycle access, safety or education.
These By-Laws first enacted November 1,1982
Amended April 1,1986
Amended December 5, 1995
Amended October, 2002
Revised text February 2004
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