BYLAWS
CHANNEL ISLANDS BICYCLE CLUB
A California Unincorporated Association
Article I Name of Association
The name of this unincorporated association is Channel
Island Bicycle Club. (CIBC)
Article II Purpose of the Association
The Association shall be organized and operated
exclusively for social welfare purposes.
Subject to the limitations set forth
in the Articles of Association, the purposes of this Association
shall be to engage in any lawful
activity, none of which is for profit, for
which associations may be organized under Section 501(c)4 of the
Internal Revenue Code (or its corresponding future provision)
The Association’s
primary purpose is to promote bicycling as a means of recreation,
health, sport and transportation.
Article III Membership
Section 3.01 Eligibility
Any person who supports the above purposes is eligible
to apply for membership.
Section 3.02 Categories
The Association shall have two (2) categories:
(1) Single membership for any one individual;
(2) Household
membership for two or more individuals residing at the same address.
Section 3.03 Dues
All members shall pay annual dues in such amounts as
shall be determined from time to time by resolution of the Board of
Directors. Dues paid to the Association
become the property of the Association and any severable or individual interest
of any members terminates upon such payment.
Renewal dues shall be payable on or before the beginning of the member’s
anniversary month after joining the Association.
Section 3.04 Membership Term
The membership year shall be twelve (12) calendar
months. Membership shall automatically
terminate for nonpayment of dues, terminating all rights and privileges in the
Association.
Article IV Meetings of Members
Section 4.01 Place.
Meetings of members shall be held at a place to be designated from time
to time by the Board of Directors.
Section 4.02 Regular Meetings. Members shall meet regularly as determined
by the Board of Directors. Directors
and Officers shall be elected as prescribed in Articles V and VI of these
Bylaws at the annual meeting held in November of each year.
Section 4.03 Special Meetings. Special meetings of members shall be called
by the President or Secretary or any two(2) Directors of the Association and
held at such times and places within the State of California as may be ordered
by resolution of the Board of Directors or not less than ten (10) percent of
the voting members of the Association.
Section 4.04 Quorum
Fifteen (15)
members in good standing shall constitute a quorum.
Article V Directors
Section 5.01
Qualifications
Any individual member of this Association is qualified to be a
Director hereof.
Section 5.02 Election
Directors shall be elected by the members present in
person at the annual general meeting of the Association in November. Directors shall be eligible for election provided they continue to meet the qualifications for office.
Section 5.03 Terms of office
Each Director and Officer shall be elected for a
period of one year, and shall serve from January 1 to December 31 in any
calendar year.
Section 5.04 Duties
It shall be the duty of the Directors:
(a) To perform any and all duties imposed on them
collectively or individually by law, by the
Articles of Association of the Association or by these
Bylaws.
(b) To employ such officers, agents, and employees as
may be authorized from time to time by the vote or written consent of the
majority of the Board of Directors.
©) To supervise all officers, agents and employees of
this Association to assure that their duties are properly performed.
(d) To register their addresses with the Secretary of
the Association, and notices of meetings mailed
to them at such addresses shall be valid notices thereof.
Section 5.05 Compensation and Expenses
Directors will serve without compensation, other than
be reimbursed for expenses related to Board service, upon the approval of the
Board of Directors.
Section 5.06 Removal
The entire Board of Directors, or any individual
director, may be removed from office at any time by the vote of a majority of
the members of the Association attending a special meeting for this
purpose. If any or all Directors are so
removed, new Directors may be elected at the same meeting and they shall hold
office for the remainder of the terms of the removed Directors. If new Directors are not elected at such
meeting, the vacancy or vacancies created by the removal shall be filled as
provided in Section 5.07 hereof.
Section 5.07 Vacancies
(a) Vacancies in the Board of Directors shall exist
(1) on the death, resignation or removal of any Director; (2) whenever the
number of Directors authorized by the Articles of Association is increased by
an amendment to the Articles of Association; and (3) on failure of the members
in any election to elect the full number of Directors authorized.
(b) Vacancies shall be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining
Director.
(c) A majority of members of the Association may elect
a Director at any time to fill a vacancy not filled by the Directors as
provided in part (b) of this
section. Should all of the Directors
become vacant and there is consequently no Director left to fill vacancies, the
vacancies shall be filled by a majority of the members present at a regular or
special meeting of members called for that purpose, provided a quorum is
present.
(d) Persons elected to fill vacancies shall hold
office for the unexpired terms of their predecessors, or until their removal or
resignation as provided in these Bylaws.
Section 5.08 Meetings
(1) Regular meetings of the Board of Directors shall
be held at least quarterly, the time and place to be determined by the majority
vote of the Board of Directors.
(2) Special meetings of the Board of Directors may be
called by the President or by the majority of the Board at such time and place
as may be designated.
(3) A quorum will consist of one-third (33%) of the
members of the Board of Directors.
(4) A majority vote shall decide all matters unless
otherwise provided in these Bylaws.
(5) Meeting may
be held by telephone or telecommunications in which all participating Directors
may hear each other.
Participating in such a meeting shall constitute presence in person at
the meeting.
Article VI Directors
Section 6.01 Election
Any individual member of the Association is eligible
to be an Officer or Director hereof.
The Officers shall be elected by
members at the annual meeting. The
Officers selected shall be President, Vice President Membership, Vice President
Rides, Vice President Programs, Secretary, Treasurer, Vice President Public
Relations, Director at Large and Grant Coordinator. The immediate Past President shall also serve
on the Board of Directors after relinquishing the office of President.
Section 6.02 Term of Office
All officers shall serve a term of one year, or until
their successor assumes the duties of office, whichever is later, with a limit
of two consecutive years for any given office
Section 6.03 Members of the Board of Directors
All Directors, as identified in Section 6.04 shall be
voting members of the Board of Directors, and will be counted as part of the
nine (or ten including the immediate past President while serving) members of
the Board of Directors.
Section 6.04 Duties
(1) President - The President shall be the chief
executive officer of the Association and shall in general, subject to the
control of the Board of Directors, supervise and control the affairs of the
Association. The president shall
perform all duties incident to his office and such other duties as may be
required by law, by the Articles of Association of this Association, or by
these Bylaws, or which may be assigned from time to time by the Board of
Directors or the members.
(2) Membership - shall receive applications for
membership, issue membership cards, and maintain the membership roster. In the absence of the President, membership
shall perform all the duties of the President, and when so acting shall have
all the powers of, and be subject to all the restrictions on the President in
accordance with Section 6.05.
(3) Programs - Shall be responsible for providing
programs at the membership meetings as well as for special events that may
occur from time to time, as approved by the Board of Directors.
(4) Rides - Shall be in charge of developing rides,
designing and publishing route slips, and the preparation and publication of
ride schedules.
(5) Public Relations - At the direction of the Board
of Directors responsible for ensuring that the Club’s reputation within the
community is held in the best regard and esteem. Responsible for maintaining contact with
local newspapers and other media to publicize the club’s plans and
accomplishments in the community.
(6) Grants - Shall receive all grant applications from
qualified non-profit organizations and will chair the Grant Committee,
consisting of volunteers approved by the Vice President and the Board of
Directors. Will review all applications
and will recommend suitable action on all applications, reporting to the Board
of Directors for review and/or approval or amendment to the committee’s
recommendations.
(6) Secretary - Shall keep, or cause to be kept, at
the principal office of the Association or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of the
Directors, committees and members with the time and place of holding the
regular or special meetings, and if special how authorized, the notice given,
the names of those present at such meetings and the number of members present
or represented at members’ meetings and the agendas of such meetings. Shall also keep, or cause to be kept at the
principal office as determined by resolution of the Board a record of the
Association’s members, showing the names and addresses of all members. Shall give, or cause to be given, notice of
all meetings of the members and of the Board of Directors required by the
Bylaws. Shall also keep a separate
running record of all passed policy resolutions/decisions by the Board for easy
reference.
(7) Treasurer - Shall be the chief financial officer
and shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the Association’s properties and business transactions,
including accounts of its assets, liabilities , receipts, disbursements, gains
or losses, capital earnings and other matters customarily included in financial
statements. The treasurer shall chair
the budget committee as outlined in Section 7.05. The books of account shall be open to
inspection by any Director at all reasonable times. The treasurer shall render to the President
and Directors, upon request, an account of all transactions and of the
financial position of the Association.
The treasurer shall deposit all monies and all valuables in the name and
to the credit of the Association with such depositories as may be designated by
the Board of Directors. All monies
received from the Cool Breeze Century fund-raiser and other monies received
through fund raising activities shall be deposited to an account separate from,
and not commingled with, income from club members’ dues and similar
income. The treasurer shall have other
powers and duties as may be directed by the Board of Directors or by the
membership.
(8) Director at Large - While no specific duties or
responsibilities are assigned, is available to assist any and all members of
the Board of Directors in the performance of their duties, actions and plans.
Section 6.05 - Succession of Officers
In the event of an officer’s death, resignation,
disability or disqualification, other than the President’s, the Board of
Directors shall appoint a successor, who shall serve the uncompleted term of
the officer being replaced. The
President shall automatically be succeeded by the Membership Director, who
shall act as an interim President until a successor President is elected by the
membership at large.
Section 6.06 - Appointed Positions
The Board of Directors shall appoint such positions,
as deemed necessary, to carry out the needs of the Association. These may include Newsletter Editor, Web
Master, Fundraising Chair(s), Government Liaison, Nominating Chair, Cool Breeze
Chair(s), etc.. The Board of Directors
will determine the duties and responsibilities of each position. Holders of appointed positions shall serve
for one year terms and are eligible for unlimited reappointments.
Article VII Books, Records and Reports
Section 7.01 Funds
All monies paid to the Association shall be placed in
the general operating fund, except for monies generated by fund raising
activities which shall be kept in a separate fund and not commingled with the
general operating fund.
Section 7.02 Disbursements
Each disbursement shall be made by check signed by the
treasurer, or in the absence of the treasurer by either the President, Vice
President Membership or Secretary in that order.
Section 7.03 Accounting Year
The accounting year for the Association shall end on
December 31.
Section 7.04 Bonding
The Officers
and other such persons as the Board may designate may be bonded by a fidelity
in an amount set by the Board and paid by the Association.
Section 7.05 Budget
As soon as possible after election of an incoming
Board of Directors and Officers, the budget committee shall compile a budget of
estimated income and expenses for the coming accounting year. After the Board has been seated the budget
committee shall submit such budget to the Board of Directors for approval
within 60 days.
Section 7.06 Annual Report to Members
(a) Each year, each member may direct a written request
for a copy of the most recent
annual financial report and shall promptly be sent same by the Treasurer.
(b) Not later than 120 days after the close of the
accounting year on December 31, the Association shall prepare an annual
financial report containing a balance sheet, an income statement for the year,
and the information required by Section (c) herein. The report shall be accompanied by either a
report by an independent accountant, or if there is no such report, then a certificate
by the Treasurer of the Association that the statement was prepared without
audit from the books and records of the Association.
(c) Within 120 days after the close of the accounting
year, the Association shall prepare and give to each member a statement of any
transaction with the Association in which any Director or Officer had a direct
or indirect material financial interest.
(d) The statement in section (c) shall be given to
each member in the manner provided for giving notice to meetings to
members. This requirement may be
satisfied by sending the annual report containing this statement.
Section 7.07 Inspection by Directors
Every Director has an absolute right at any reasonable
time to inspect all books, records and documents of any kind and the physical
properties of the Association.
Article VIII Indemnification
The Association shall indemnify its Officers and
Directors to the fullest extent allowed by California law.
Article IX Principal
Office
The principal office of the Association shall be
located at the residence of its duly elected President, or at such other place
that may be designated by the Board of Directors.
Article X Amendments
These Bylaws may be amended or altered by a two-thirds
(2/3) vote of the Board of Directors or by a majority of the members present at
any regular or special meeting, provided notice for the members includes the
proposals for amendments. Any proposed
amendment or alteration shall be submitted to the Board or the membership, as
the case may be, in writing, at least thirty days before the meeting at which
they are to be acted upon.
Article XI Association
Dissolution (Revised 5/3/06)
Upon the dissolution or winding up of the
organization, all assets remaining after payment, or provision for payment, of
all debts and liabilities of this organization shall be distributed to a
nonprofit fund, foundation or corporation which is organized and operated
exclusively for charitable purposes and which has established its tax exempt
status under Section 501(c)(3) of the Internal Revenue Code.
Article XII Political Limitation Clause (Added 5/3/06)
No substantial part of the activities of this
organization shall consist of carrying on propaganda, or otherwise attempting
to influence legislation, and the organization shall not participate or
intervene in any political campaign (including the publishing or distribution
of statements) on behalf of any candidate for public office.
ADOPTION
We, the undersigned Directors and Officers of the
Association hereby consent to, and do adopt the foregoing bylaws, consisting of
six pages, as the Bylaws of said Association.
Dated 5/3/06
PRESIDENT
SECRETARY
MEMBERSHIP
TREASURER
PROGRAMS
RIDES
PUBLIC RELATIONS
GRANTS
DIRECTOR AT LARGE
PAST PRESIDENT