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.

Section 6. SBC shall educate, encourage, and assist cyclists of all riding levels in the greater Salem area and advocate and promote cycling as a lifestyle habit.

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 and 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 event shall be held each year after January 1, during the winter months.

Section 2. General Membership Club meetings will be held on a schedule as approved by the Board of Directors.

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

Section 4. The order of business at General Membership meetings may include:

     a. A treasurer's report,
     b. Reports of Directors and standing and special (ad hoc) committees,
     c. Confirmation of new officers and other actions requiring a vote of the general membership, as necessary,
     d. Announcements, and
     e. A program.

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 Membership Coordinator shall be responsible to have a complete record of the members entitled to vote at the November meeting and any meeting at which bylaw amendments are proposed.

Section 4. Nominations for President, Vice President and other Directors shall be opened at the September General Membership meeting and closed prior to the November General Membership meeting. The election shall be held during 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 Articles 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 meeting of SBC. Notice of proposed bylaw amendments 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 Directors in the consideration of properly introduced motions.

Section 8. Standing Rules of SBC shall be adopted by the Board. Notice of the changes shall be published in the SBC newsletter and posted on the SBC website.

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 Membership meeting.

Section 3. Directors may serve up to two consecutive terms.

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

Section 5. The Directors shall assume office January 1 of the year following the one in which they were elected.

Section 6. All Directors of SBC shall be members in good standing of SBC as defined in Article IV of these Bylaws.

Section 7.  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 a Secretary and a Treasurer from the elected Board members or the general membership. The remaining Directors shall be appointed to be responsible for other Club functions for the year and receive any materials from the outgoing Directors.

Section 8. In the event that a member of the SBC Board 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 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 meetings 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 Directors

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

Section 2. 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 SBC General and Board meetings, and record minutes of all proceedings when formal action is taken arising therefrom, record the results of elections and all resolutions approved by the membership at General and Board meetings, 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 SBC Board for approval at the January meeting and to the SBC Membership in the following newsletter.

Section 5. The Membership Coordinator shall be responsible for overseeing and coordinating the maintenance of the membership database, member recruitment and retention activities, and other related Club functions.

Section 6. Each Board Member who does not hold a position of President, Vice-President, Secretary or Treasurer shall be appointed to other SBC functions and shall be the liaison between the Board of Directors and any committee or committees to which they are the liaison. 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 7. No 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 8. 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 9. 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 10. The Board is to prescribe and make bylaws and rules for the Club.

Section 11. The Board shall explain, define and interpret any provision of the Articles of Incorporation or any bylaw or rule.

Section 12. The order of business at all meetings of the Board of Directors shall include:

     a. Review of minutes of the previous Board meeting,
     b. Treasurer's report,
     c. Review and approval of prior months' expenses,
     d. Appointments to fill Board vacancies if necessary,
     e. Reports of Board members as other Club functions liaison,
     f. Unfinished business,
     g. New business, and
     h. Adjournment

Article VIII-Committees

Section 1. The President shall appoint the chairperson for standing committees including The Rides Committee, The Outreach and Education Committee, The Membership Committee, The Newsletter Committee, and The Events Committee 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.

Section 2. The Board shall appoint standing and special (ad hoc) committees as the Board deems necessary to carry on the business of SBC.

Section 3. The chairperson of a standing or special (ad hoc) committee shall be responsible for keeping the Board 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. The membership of each committee shall be determined by 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 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 Director or Directors, 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 shall be deposited in a timely manner 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. The Treasurer shall present a year-end statement of the financial affairs and condition of the Club to the new and outgoing Board of Directors in January.

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, Board members, ride coordinators and the SBC 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.

Adopted October 2021