Loveland Cycling Club By-Laws
USA Cycling Club 16868
The purpose for which the nonprofit corporation is organized is as follows:
- To promote the use of bicycles.
- To promote bicycle use in a safe manner.
- To promote public awareness of bicyclists’ rights and responsibilities on public roads.
- To protect and defend the rights of bicyclists.
- To promote the improvement of cycling in Loveland, Colorado.
- To meet regularly for group rides, including road, mountain biking, recreation trail riding and gravel rides.
- To provide an opportunity for members to socialize with others who have an interest
Section 1. Qualifications – A member is anyone who is at least twelve years old and has paid the annual dues required by the Board of Directors. A failure to pay the annual dues,when assessed, automatically terminates membership in the club.
Section 2. Dues – Membership dues shall be determined from time to time by the Board of Directors of the club. There shall be individual membership dues, couples dues and there shall be family membership dues. All members of a family who are twelve years of age or older shall be members of the club. All dues increases shall be approved by the membership present at the annual meeting by a majority vote of those present.
Section 3. Discipline – A member may be suspended for thirty days from all member rights, privileges, and activities including voting rights by a four-fifths vote of the then elected and qualified Board of Directors. The member facing suspension shall be notified of pending Board action by certified mail at least forty-eight hours before commencement of the meeting. Any members shall be allowed to attend the disciplinary Board meeting. Grounds for discipline may be disregard for safety on club rides, misuse of club funds or property, or misrepresentation of club policy.
A member may be expelled for one year or permanently from all membership privileges and activities, including voting rights by a vote of a majority of members present at the annual meeting. Expulsion may not be voted upon by the membership unless placed before the membership by a four-fifths vote of the then elected and qualified Board of Directors and after announcement in the club newsletter that expulsion of the named member on specified grounds shall be considered at the next annual meeting.
Article III: Meetings of membership
Section 1. Place of meeting – Meetings of the membership shall be held at a place and
time designated by the Board of Directors.
Section 2. Monthly meetings of membership – Regular meetings of the membership shall
occur on the second Monday of each month commencing at 6:30pm unless the Board of Directors shall designate a different date and time. Meetings during the winter may be bimonthly at the discretion of the Board of Directors.
Section 3. Special meetings of the membership – A special meeting of the membership may be called at any time by a majority of the then elected Board of Directors, or by a petition signed by not less than ten percent of the membership.
Section 4. Annual meeting of the membership – An annual meeting of the membership shall be held each year on a regular meeting date in January for the purpose of electing directors, and for any other such business that may come before the meeting. If the annual meeting is not held on the designated date the Board of Directors shall cause the meeting to be held as soon thereafter as is reasonable.
Section 5. Notice of the meeting – Notice of the time, place, and object of the meeting of the membership may be given personally, by first class mail or email addressed to each member entitled to a vote, or may be given by being prominently displayed in the newsletter, emailed or mailed postage prepaid, and addressed to the last known address of each member entitled to vote at the meeting.
Section 6. Quorum of members – For all meetings a quorum shall consist of 10% of the qualified members, or 5 members, whichever is less, voting in person or by proxy.
Article IV: Membership / Voting, proxies and elections
Section 1. Voting Rights – Each member shall have one vote on each matter submitted to
the vote of the members. A vote may be cast either orally or in writing.
Section 2. Manner of Acting – When an action, other than the election of Director is to
be taken by vote of the membership, it shall be authorized by a majority of the votes cast by the members entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by the law. Except as otherwise provided by the Articles of Incorporation, the Directors shall be elected by plurality of the votes cast at an election of Directors. Allelectionresultsshallbepublishedinthenext issue of the newsletter, listing all candidates, both write-in and published, along with total votes received.
Section 3. Proxies – Members of record may vote at any meeting, either in person, or by proxy, if the proxy is in writing, is executed by the member, and is notarized. No proxy shall be valid afterthirtydaysafteritsexecutiondate. All proxies must be filed with the Secretary of the meeting before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof.
Section 4. Voting by mail or email – Where the Directors are to be elected or removed by members, such election or recall may be conducted by mail in such a manner as the Board of Directors shall determine.
Section 5. Fixing of the record date – For the purpose of determining members entitled to notice of or to vote at any meeting of members or an adjournment thereof, or members entitled to receive the allotment of rights, or for the purpose of any other action, the Board of Directors may fix a date as the record date for such determination of members, such date to be not less than ten days nor more than sixty days before the date of the meeting or any other action to be taken.
If the record date is not fixed than the record date for determination of members entitled to notice of or to vote at a meeting of members shall be the close of business on the day next preceding the day on which notice is give, or if no notice is given, the day next preceding the day on which the meeting is held. The record date for determining members for any purpose other than that specified in subsection shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. When a determination of members entitled to notice of or to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this section of the adjourned meeting.
Section 6. Nomination and election of Board of Directors and officers – At the annual meeting of membership, the members shall elect 3 individuals to the Board of Directors. These individuals shall also be the officers of the club and the members shall elect each Director to fill a particular office. The officers of this club shall be as follows: President, Secretary, Treasurer.
Candidates for these positions shall be nominated by the Nominating Committee, or by the motion of one member and the support of two other members, whether in writing to the Secretary thirty days before the annual membership meeting, or from the floor of a monthly membership meeting the month before the annual membership meeting. Nominations will close at those times and cannot be reopened, except upon the petition, or the affirmative vote of the majority of the membership. The person receiving the highest number of votes cast for any one position shall be elected.
Section 7. Waiver of notice – Attendance of a person at a meeting of members, in person or by proxy, constitutes a waiver of notice of the meeting, except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Article V: Board of Directors
Section 1. General Powers – The business and affairs of the club shall be managed by its
Board of Directors.
Section 2. Qualifications, number and term of Directors – Directors shall be members in
good standing of the club. There shall be 3 Directors. Each Director shall hold office for the term for which she/he was named or elected, and/or until her/his successor is elected and qualified, or until her/his resignation or removal. The Director shall be elected President, Secretary, Treasurer.
Section 3. Duties – The President shall act as Chairperson of the Board, shall have authority for the general and active management of the club, shall preside over all membership meetings, and shall prepare and deliver an annual report of past club activities at the annual membership meeting. The President shall act at the direction of the Board, when fulfilling her/his role as stipulated in all contracts entered into by the club. The Secretary shall record and file the minutes of all meetings, shall prepare and conduct all elections of Directors, and shall perform such other duties as delegated by the Board. The Treasurer shall have control of and be responsible for the funds and financial records of the club, shall prepare and deliver an annual accounting at the annual membership meetings, and shall perform such other duties as delegated by the Board. In addition, the officers of the corporation shall be charged with such duties as, and authority as usually pertains to such officers in a corporation, except that said duties may be varied or added to by the Board of Directors.
Section 4. Power to appoint other officers and agents, and establish committees – The Board of Directors shall have the power to appoint and subsequently remove such other officers and agents as the Board may deem necessary for the transaction of the business of the Association, and also the power to establish committees.
Section 5. Power to appoint committees of the Board – The President, or any other member of the Board, can serve on any committee.
Section 6. Regular meetings – Regular meetings of the Board shall be held with notice, except at such times when immediate Board actions taken shall be published club’s website. Other regular Board meetings shall be published on the website at least one week preceding the meeting. All club members shall be allowed to attend and speak at all Board meetings. Board meetings may only be closed to the membership to discuss matters relating to personnel employed by the club.
Section 7. Special meetings – Special meetings of the Board can be held upon the request of any member of the Board, or the presentation to any member of the Board of a petition of at
least 5 members requesting such a special meeting. Notice of special meetings shall be made by first class mail or email to all club members at least three days prior to the meeting, except as exempted in Section 6. Attendance of a Director at such a special meeting constitutes a waiver of notice of the meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business the meeting is not lawfully called or convened.
Section 8. Participation by communications equipment – A member of the Board may participate in the meeting, by means of conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this method constitutes presence in person at the meeting.
Section 9. Quorum – A majority of members of the Board then in office constitutes a quorum for the transaction of business. A vote of the majority of the members present at a meeting at which a quorum is present constitutes action of the Board.
Section 10. Vacancies – Vacancies of the Board of Directors shall be filled by the remaining members of the Board and each person so elected shall be a Director and officer until his/her successor is elected by the members at the next annual membership meeting, or at any special meeting called for that purpose.
Section11. Action without a meeting–Action may be taken by the Board without a meeting if all members of the Board, either severally or collectively, consent thereto in writing. The written consent shall be filed with the minutes of the proceedings of the Board and shall be published on the club website. All such action of the Board shall be subject to rejection by the membership present at the next regularly held membership meeting. By majority vote members present shall make null and void any Board action taken without a meeting.
Section 12. Removal of directors – A majority of the Board of Directors, or ten percent of the membership, by petition or by vote at a meeting may demand a recall election of any Director. The Secretary shall prepare ballots with the following proposition: “Shall ______ (name of Director) be removed from the office of _______? Check one: _____ yes, ______ no.”
The Secretary shall establish a recall voting date not less than fifteen nor more than sixty days after demand and shall mail or personally deliver to the record date membership the ballots not less than ten nor more than sixty days before the voting date. The names and addresses of the members as of the record date shall be available to any member without charge. A Director may be removed by a majority of votes cast by members in person, or by proxy, at a membership meeting at which a quorum is present.
Section 13. Compensation – No Director shall receive compensation for service, but any Director or member may receive reimbursement for costs and expenses in the pursuit of the club’s business, upon resolution for reimbursement by the Board.
Section 14. Rules of order – Unless otherwise stated in the bylaws, the protocols established in Roberts Rules of Order shall be followed at all meetings.
Section 15. Executive Director and other employees of the club – The Executive Director and other employees of the club, should they be employed, shall be selected, employed, and supervised by the Board which shall determine the terms of employment. The Executive Director shall not be a member of the Board.
Article VI: Fiscal Year
The club’s fiscal year shall be determined by the board from time to time.
Article VII: Amendments
These bylaws may be altered or amended by the members present at the annual
membership meeting, or by the Board of Directors. All amendments enacted by the Board must be ratified by the membership at the annual membership meeting by a five-sevenths vote of the members present.
Article VIII: Seal
The club may have a seal of such design as the Board may adopt. If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required and authorized by the Board.
Article IX: Conflict of Interest
No Director shall participate or vote on any matter which would involve a conflict of
interest. Whenever a Director or committee member has cause to believe that a matter to be voted upon would involve them in a conflict or a possible conflict, he/she shall announce the conflict and shall abstain from both participating in and voting on such a matter. The Board shall decide by majority vote whether a Board member is in conflict when the member in question refuses to abstain from voting or participation in such a matter.
Article X: Records and reports
All summaries, notes, minutes, and records of the club shall be open to the inspection of
any club member. Copies shall be provided at cost to the member. The Board shall prepare an annual report and summary of the annual meeting which shall be distributed to the membership.
Article XI: Discrimination
This club shall not discriminate against any potential member, or member based on race,
color, religion, sex, national origin, age, marital status, sexual orientation or disability, unless such a member has received discipline as noted in Article II, Section 3. This club shall not discriminate on any of the above grounds when hiring, contracting, or engaging in any business outside the club.