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Salem Bicycle Club Bylaws

Article I-Name

The name of this organization shall be called the "Salem Bicycle Club, Ltd" ("SBC") of Salem, Oregon, incorporated under the laws of the state of Oregon.

Preamble: This club shall seek to ascertain and uphold the rights of bicyclists and shall seek greater unanimity among all public authorities and all bicycle riders on all matters of direct concern to bicyclists.

Article II-Objectives

Section 1. SBC shall be an affiliate of the League of American Bicyclists and may also be affiliated with other national bicycling organizations which promote the interests of bicyclists.

Section 2. SBC may own and operate all kinds of property, real and personal, necessary or desirable in the pursuit of the objectives.

Section 3. SBC will encourage all facets of bicycling including, riding for better health and recreation by conducting regularly scheduled rides, outings, sporting events and related programs/meetings.

Section 4. SBC shall seek to ascertain and uphold the rights of bicyclists.

Section 5. SBC shall further the safety and education of bicyclists.

Article III-Membership

Section 1. Anyone owning a bicycle or wishing to promote cycling is eligible for membership and to pay required dues.

Section 2. The dues will cover membership according to the following classifications:

     Associate (non-voting): Reduced benefit membership (all children 17 & under)
     Individual: A membership of one person 18 years of age or older
     Family: Any number of individuals residing at the same single family dwelling
     Sustaining: A person who donates a gift to SBC. This person's benefits shall be determined by the Board of Directors.

Section 3. Annual membership dues are payable on the anniversary date of the initial membership. If any membership payment is in arrears for over 30 days, that member shall be dropped from current status. When a member has been deleted from the current lists full payment of dues will reinstate the membership, with a new anniversary date thus being established.

Section 4. Membership in good standing includes voting rights. Each membership shall receive a copy of the bylaws, each edition of Spokes (the SBC newsletter) and an official emblem of SBC. Additional emblems may be purchased at a price set by the board. Each member will receive a membership card.

Section 5. Annual dues for various categories of membership shall be established by the Board of Directors and shall be approved by the vote of a majority of the members voting at the November general membership meeting. That rate will take effect on January 1 of the year following the resolution.

Section 6. Members may not hold the club liable by reason of negligence or for any other cause, damage, or injury to their person or their equipment during any activity sponsored by the club. Each member of eighteen years of age or older shall sign an insurance waiver at initial membership and membership renewal. A parent or guardian shall sign the insurance waiver for each member less than eighteen years of age.

Article IV-Membership Meetings

Section 1. An awards banquet shall be held each year after January 1, during the winter months.

Section 2. A general membership club meeting will be held the fourth Tuesday of the month except for December and January.

Section 3. A quorum at a general membership meeting shall be no less than 20 of the total number of eligible voters,

Section 4. Order of business at the general membership meetings may include:

     a. Reading of the previous general membership meeting minutes and treasurer's report
     b. Reports of officers and committees
     c. Unfinished business
     d. Induction of new officers, if applicable
     e. Announcement of rides, special meetings, etc.
     f. New business
     g. Program
     h. Adjournment

Article V-Voting Rights, Elections and Amendments

Section 1. The right to vote in SBC affairs shall be vested in members in good standing.

Section 2. Each member in good standing shall be entitled to one vote.

Section 3. The Secretary and Treasurer shall be responsible to have a complete record of the members entitled to vote on SBC affairs at such a meeting.

Section 4. All Officers and Directors shall be nominated at the September general meeting and shall be elected by plurality at the November meeting.

Section 5. All resolutions at General Membership, Special, and Board meetings shall be passed by simple majority, except the amending of the Article of Incorporation and these Bylaws.

Section 6. These Bylaws may be amended by a resolution of the Board, passed by a majority of not less than two-thirds (2/3) of the members voting at a General Membership or Special meeting of SBC. Written notice of Bylaw revision shall be provided to all current members at least 20 days prior to the meeting during which the vote is to take place.

Section 7. The President shall vote only in the case of a tie among voting Officers and Directors in the consideration of properly introduced motions.

Section 8. Standing Rules of SBC shall be amended by a resolution of the Board and passed by a simple majority of the membership attending the general membership meeting. Notice of the proposed changes shall be published in the preceding SBC newsletter.

Article VI-Government

Section 1. The government and general direction of the affairs of SBC shall be committed to a Board of Directors comprised of nine (9) elected members.

Section 2. President, Vice President and seven (7) directors shall be elected by the members at the November general meeting.

Section 3. The President and Vice President shall serve for a period of one (1) year. Each Director shall serve for a period of two (2) years. The Directors' terms shall be arranged so that four (4) and three (3) shall be elected in alternate years.

Section 4. The Directors shall assume office January 1 of the year following the one in which they were elected.

Section 5. All Directors of SBC shall be members in good standing of SBC as defined in Article IV of these Bylaws.

Section 6. After the election of Directors, a meeting of the new and outgoing Board of Directors shall be held presided over by the outgoing President. This meeting shall be for the purpose of appointing Secretaries and a Treasurer from the elected board members or general membership. The remaining Directors shall be assigned their committees for the year and receive any materials to enhance their job from outgoing Directors.

Section 7. In the event that a member of the Board of SBC for any reason is unable to complete his or her term of office or misses three (3) consecutive meetings of the Board, the Board may declare the position vacant and then appoint any member in good standing of SBC to complete the unexpired term of office. This appointment shall be confirmed by the membership at the next general membership meeting.

Section 8. Board members shall not be eligible for consecutive election for their positions. This section is meant to allow an officer to fill the unexpired term of office created by a vacancy and to be elected to that position in his or her own right.

Section 9. The quorum for a meeting of the Board of Directors shall be a majority of its members which is no less than five (5).

Section 10. Regular Board of Directors meeting shall be held each month and shall be open to all members of the club. Special meetings shall be called by the President whenever required. Seven (7) days minimum notice will be given prior to any Board meeting unless approved otherwise by 2/3 of the Board members.

Article VII-Duties and Powers of Officers and Directors

Section 1. The President shall preside at all meetings of SBC and shall vote in the affairs of both bodies (the Board of Directors and the General Membership) in the event of a tie upon any motion.

Section 2. The Vice-President shall be the liaison between the board and the ride committees and shall act as liaison between each ride committee. The Vice-President shall, in the absence or demise of the President, perform the duties of the President and when so acting shall have all the powers and be subject to all the responsibility hereby given to or imposed upon the President.

Section 3. A Secretary shall attend all meetings of SBC and the Board and record minutes of all proceedings arising therefrom, maintain the voting list and verify the results of elections, record and compile all resolutions approved by the membership at General and Board meetings as well as other pertinent decisions made by the membership and the Board during the course of the year, and perform other duties assigned by the Board.

Section 4. The Treasurer shall be responsible for the proper keeping of all books of account and the conduct of such financial transactions as may be prescribed by law (including the filing of tax returns) or as may be required by the Board and shall prepare an annual financial report for distribution in writing to the Board and to the membership.

Section 5. Each Director who does not hold a position of Officer shall be appointed to one (1) or two (2) committees of SBC and shall be the liaison between the board and the committee(s) to which they are appointed. They shall report on committee affairs no fewer than every four (4) months. In the event that a Director misses three (3) consecutive meetings the Board may declare the liaison (Director) position vacant. The Board will then appoint a member of good standing of SBC to complete the unexpired term of office. In the event of a prearranged leave of absence, the Board may appoint a temporary liaison (Director) for a period of no longer than three (3) months.

Section 6. No Officer or Director of SBC may be employed by SBC nor participate in the profits of any contract with SBC nor vote on the matter of a contract with SBC if he or she is the owner, member, officer, director or shareholder of the contracting company or corporation. The Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties.

Section 7. Any member of the Board may be suspended in the same manner as any other member of SBC may be suspended in conformity with Article III above.

Section 8. The affairs of SBC shall be managed by the Board as required to be exercised by the laws of the United States of America, the laws of the State of Oregon, the Articles of Incorporation of SBC and these Bylaws, and the Board may conduct all official business of SBC not inconsistent with, or in violation of, the foregoing.

Section 9. The Board is to prescribe and make bylaws and rules for the club.

Section 10. The Board shall explain, define and interpret any provision of the Articles of Incorporation or any bylaw or rule.

Section 11. The order of business at all meetings of the Board of Directors shall include:

     a. Roll call
     b. Election to fill vacancies
     c. Report from Treasurer
     d. Approve payment of bills
     e. Reading of minutes of previous board meeting
     f. Reports of officers and committees
     g. Unfinished business
     h. New business
     i. Adjournment

Article VIII-Committees

Section 1. The Board shall appoint such ad hoc and standing committees as the Board deems necessary to carry on the business of SBC.

Section 2. The President shall appoint the chairperson for adhoc committees subject to the ratification by a simple majority of the Board. These people shall serve in this capacity at the discretion of the President and may be removed at anytime with the approval of a simple majority of the Board. Standing committees shall elect a chairperson.

Section 3. The chairperson of a standing committee shall be responsible to the Director of the Board named to this committee and will keep them informed as to changes in meetings or affairs of the committee.

Section 4. The President shall be an ex-officio member of all committees except of a Nominating Committee.

Section 5. Each committee shall at the end of each year give a complete financial report for the previous years disbursements to the Board for audit and disbursement to the membership. They shall also at the same time present to the Board a proposed budget for the following year.

Section 6. All standing committee members shall serve for one year.

Section 7. The number of members to each committee shall be determined by the Board and the chairperson.

Article IX-Administration and Financial Provisions

Section 1. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of SBC. Such authority may be general or confined to specific instances.

Section 2. No loans shall be contracted on behalf of SBC and on evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. No loans shall be made by SBC to its Officers or Directors.

Section 4. All checks, drafts, or other orders of payment of money, notes or other evidences of indebtedness issued in the name of SBC or in the name of one of its committees shall be signed by such Officer or Officers, or agent or agents, of SBC and in such manner as is from time to time determined by resolution of the Board.

Section 5. All funds of SBC not otherwise employed shall be deposited from time to time to the credit of SBC in such banks, trust companies or other depositories as the Board may select.

Section 6. SBC shall keep correct and complete books and records of account, minutes of the proceedings of its members, Board and committees having authority of the Board, and the records as may be necessary or advisable. All books and records of SBC may be inspected by any member or any member's agent or attorney for any proper purpose at any reasonable time.

Section 7. SBC shall not have a corporate seal.

Section 8. The accounting year for SBC shall be the 12 months ending December 31. There shall be an annual audit of SBC's financial books and records as of the closing of each fiscal year.

Section 9. The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Robert's Rules of Order on Parliamentary Procedure, newly revised, as far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

Section 10. The Board shall ensure that all disbursements are within the objectives referred to in Article II above, for which this club was established.

Section 11. SBC members who will be traveling on club business may be granted a travel advance by the Board. Any member wanting an advance must submit a request to the Board prior to the travel date. A quorum (at least five) of the board members must be present to approve an advance. Upon approval, the Treasurer will be authorized to issue a check for the appropriate amount. Upon completion of the travel, SBC members will be required to submit valid receipts for all expenses incurred. Valid expenses include registration fees, gas, phone, food, and lodging. Entertainment and alcoholic beverages will not be considered valid expenses. Any SBC member who uses personal money for club travel will still be required to obtain prior board approval. The member will be reimbursed for all valid expenses (as stated above) after submittal of receipts to the Treasurer.

Article X-Indemnification

Section 1. To the full extent permitted by the Oregon Nonprofit Corporation Act, as amended or reenacted, SBC shall indemnify, defend, and hold harmless any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of SBC or otherwise) by reason of the fact that he or she is or was a Director, Officer, employee or agent of SBC or is or was serving at the request of SBC as a Director, Officer, employee or agent of another corporation, whether for profit or not for profit, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. The Board may, at any time, approve indemnification of any person which SBC has the power to indemnify under the Oregon Nonprofit Corporation Act. The indemnification provided by the Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. SBC may purchase and maintain indemnification insurance for any person to the extent provided by applicable law.

Section 2. SBC shall provide an insurance program for liability and accident coverage for all club members, which includes directors, officers, board members, ride coordinators and the membership at large.

Article XI-Termination

Should SBC at any time terminate or cease to exist and function, the assets would be apportioned by the remaining members to worthy charitable groups.

 

June 1999

©2007-2008 Salem Bicycle Club