Bylaws

Of the San Luis Obispo Bicycle Club, Incorporated
As of January 1,

Contents

Article I: Name and Purpose

  1. The name of the corporation shall be: San Luis Obispo Bicycle Club, Incorporated.
  2. The purpose of the corporation shall be as set forth in the Articles of Incorporation

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Article II: Administration

  1. The principal office shall be maintained in the County of San Luis Obispo, State of California. Robert's Rules of Order shall prevail in cases where specific resolution is not addressed in these Bylaws.
  2. The affairs of the corporation shall be conducted by a Board of Directors (Board) which shall consist of thirteen (13) voting members elected by the members of the corporation. They shall be: President; Vice President; Treasurer; Secretary, (the Officers); Membership Coordinator; Ride Coordinator; Newsletter Editor; Advocate; Historian; Safety Director; Public Relations Coordinator; Programs Coordinator; and Director-At-Large.
  3. The board may designate certain volunteer positions as Ex-Officio Board Members to enhance board knowledge of and support for the positions. Ex-Officio Board Members are invited to attend and participate in board meetings and receive all board communications but do not have a vote.

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Article III: Officers & Duties

  1. PRESIDENT shall have the right to call meetings and shall preside over meetings of the Board and general membership. He/she shall administer the management of affairs of the corporation; establish committees and define the duties and powers of such committees and have such other powers and duties as may be required, subject to the approval of the Board. He/she shall be ex-officio member, with vote, of all committees except the nominating committee.
  2. VICE PRESIDENT shall assist the President, coordinate volunteer recruitment and recognition programs and in the absence of the President, shall perform all duties and have all powers of the President. He/she shall have such other duties as may be assigned by the President or Board.
  3. TREASURER shall furnish, or cause to be furnished, a complete set of books of the accounts, which shall include preparing and maintaining a set of standard ledgers, depositing funds and rendering statements, and opening such books of accounts to inspection by any Director or member. He/she shall be chairman of the Finance/Budget Committee and present a budget for the next fiscal year for the approval of the Board. He/she shall provide and prepare for a year-end review, if requested by the Board and shall make an annual report to the membership.
  4. SECRETARY shall serve all notices required by law or by these bylaws. He/she shall handle all correspondence of the corporation under the direction of the President of the Board of Directors. He/she shall keep a record of the proceedings of all meetings of the Board and the general membership. These shall be provided to the Newsletter editor for publishing in a timely manner. He/she shall have such other duties as may be assigned by the President or Board.

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Article IV: Directors & Duties

  1. MEMBERSHIP COORDINATOR shall maintain a membership tracking and recording system and collect dues. He/she shall have such other duties as may be assigned by the President or Board.
  2. RIDE COORDINATOR coordinate the development and operation of monthly rides and the publishing of their schedules, plan or coordinate special club rides and have such other duties as may be assigned by the President or Board.
  3. NEWSLETTER EDITOR shall publish the club newsletter and have such other duties as may be assigned by the President or Board.
  4. ADVOCATE shall monitor cycling related legislative and community issues, act as liaison to outside organizations and have such other duties as may be assigned by the President or Board.
  5. HISTORIAN shall collect and preserve club memorabilia, create and maintain a digital record of club events and have such other duties as may be assigned by the President or Board.
  6. SAFETY DIRECTOR shall provide safety guidance to club members and to the ride chairs of our annual rides.
  7. PUBLIC RELATIONS COORDINATOR shall manage activities and initiatives to promote the club to the community and to attract new members and have such other duties as may be assigned by the President or Board.
  8. PROGRAMS COORDINATOR shall be responsible for programs at General Meetings and have such other duties as may be assigned by the President or Board.
  9. DIRECTOR-AT-LARGE shall represent the general membership, organize two annual Potluck Dinners, assist the Programs Coordinator and have such other duties as may be assigned by the President or Board.

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Article V: Officers & Directors (Board Members)

  1. Each Board Member shall be a member of the organization in good standing.
  2. Each Board Member shall serve for a term of one year. No term limit.
  3. Each Board position shall have one vote on the Board. Two club members may share duties and responsibilities of a board position provided that they are duly elected to that position. In the event both wish to attend board meetings or participate in board votes, each person shall count as one-half person for purposes of a quorum and each person shall be entitled to cast one-half vote.
  4. If the office of President is vacated for any reason, the Vice President shall become President, and the Directors may appoint a new Vice President to serve the remainder of the term of office.
  5. Any vacancy of any officer, other than those appointed at the discretion of the Board, shall be filled by the Board for the unexpired portion of the term. Vacancies occurring in positions of Directors appointed at the discretion of the Board may or may not be filled, as the Board shall determine.
  6. Any officer may resign at any time by giving written notice to the Board or to the President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.
  7. Board Members shall hold meetings at least quarterly and all meetings shall be open to the membership. Additional Board meetings may be called at the request of any three (3) Directors, provided all Board members are notified seven (7) days in advance of such meeting.
  8. No business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion, which the President shall entertain at such meeting, is a motion to adjourn.
  9. Fifty-one percent (51%) of the Board Members in positions that are currently filled shall constitute a quorum for the transaction of business.
  10. Special meetings of the Board may be called by the President or, in his or her absence, by the Vice-President or by any three Directors. The President or his/her designee shall give written or electronic notice to the members of the time and place of any special meetings of the Board or any changes to the regularly scheduled monthly meeting. Special meetings may be conducted using e-mail or other forms of electronic communication and conferencing.
  11. The Board shall have the right to call meetings. They may appoint committees as needed and define the duties and powers of said committees.
  12. The Nominating Committee shall present a slate of candidates to the Board by the first of November.
  13. The Board shall have the sole right to enter into contracts for services and/or any purpose deemed necessary for the carrying out of business beneficial to the corporation. The Board may elect by vote to delegate this authority for specific purposes. The organization agrees to defend the members of the Board in any action brought against them in connections with the performance of their duties for the organization and the activities of the organization and expressly indemnifies them against all payment of damages, with the exception of judgments based on fraud or other willful malfeasance.
  14. Directors shall receive no compensation for their services as Directors. However, nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation consistent with the non-profit laws of the State of California.
  15. In the absence of the President, the Vice President shall perform all duties and have all powers of the President. If both officers are absent, the order of succession shall then be:
    1. Secretary
    2. Treasurer.

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Article VI: Membership

  1. Membership shall be open to any person who pays dues, signs an accident waiver and release of liability and supports the purpose of the corporation. Membership shall consist of such categories and dues as may be decided upon from time to time by the Directors, and shall be so stated by a vote of the Board.  In fixing the amount of said dues, the Directors shall state the purpose for which the dues are required and the time and manner of payment.
  2. Each single membership is entitled to one (1) vote. Each family membership is entitled to (2) votes, with no exceptions on each matter submitted to a vote of the members.
  3. There shall be no limit on the number of members the club may admit.
  4. All members are subject to the payment of dues. Members shall not be subject to assessments.
  5. No member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.
  6. A copy of the Articles and Bylaws shall be made available to each new member upon payment of membership dues or upon request from a current member.

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Article VII: Annual Meetings

  1. There shall be an annual meeting of the general membership in the month of December for the purpose of electing officers and conducting other business as needed. The Board shall determine the time and place of the meeting. A quorum for such meeting shall be ten (10) percent or thirty (30) current members whichever is less. Action by a majority of a quorum shall be considered to be action by a majority of the members for all purposes.
  2. At least fourteen (14) days prior to the annual meeting, a ballot shall be sent to all members presenting the slate of candidates as proposed by the Nominating Committee and approved by the Board. There shall also be a space provided on the ballot for write-in candidates. The ballot may also describe any issues or other matters requiring a vote of the membership and provide a space for approval or disapproval.
  3. Ballots must be received at the principal office of the corporation at least one (1) day prior to the annual meeting or brought to the meeting for the official vote count.
  4. Officers shall be elected by a majority of the ballots received. In the event no one candidate received a majority of the ballots received, a run-off election of the top two candidates shall be conducted at the same annual meeting, with those current members in attendance authorized to cast a ballot.
  5. Term of office shall begin as of January 1 following the election or sooner if the office is vacant or becomes vacant before January 1.

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Article VIII: Special Meetings

  1. Special Meetings of the general membership, at a time and place to be announced, may be called by the President, or in his/her absence or inability to act, by the Vice President.
  2. Written notice of the call for a Special Meeting of the general membership shall be sent to each member at least ten (10) days prior to the date of such meeting and shall state the purpose and complete agenda of such meeting. Only business for which notice has been given may be transacted at the meeting.

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Article IX: Finances

  1. The fiscal year of the corporation shall be the calendar year.
  2. The Directors shall select and designate a bank or trust company as official depository of funds of the corporation.
  3. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by any officer.
  4. Withdrawal of Certificates of Deposit belonging to the corporation shall require the signatures of any two (2) of the above named officers and be approved by the Directors.
  5. The Board shall cause to be prepared and submitted to the members a written annual report, including a financial statement. Such report shall summarize the corporation's activities for the preceding year and activities projected for the forthcoming year (budget). The financial statement shall consist of a balance sheet as of the close of business of the corporation's fiscal year, contain a summary of receipts and disbursement, be prepared in such manner and form as is sanctioned by sound accounting practices, and be certified by the President and Secretary or Treasurer or a Public Accountant.
  6. Approval of the membership shall be obtained at least annually for the disposition of surplus funds consistent with the Articles.

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Article X: Amendments

  1. Directors or members may propose amendments to the Articles and Bylaws. Members shall be notified of any proposed amendment or change to the Bylaws and shall be sent a ballot for approval or rejection. Proposed bylaws amendments must be printed in full, next to existing bylaws language so that the two versions can be compared, in the club newsletter that is published and distributed to members no later than the first day of November prior to the club's annual meeting in December. Proposed changes to the Articles of Incorporation shall be processed in accordance with State law.
  2. Approval by a majority of the ballots returned shall constitute a valid amendment or change in the Bylaws.
  3. The amendment or change shall become effective immediately unless a specified date is indicated.
  4. The original, or a copy of the Articles and Bylaws as amended or otherwise altered to date, certified by the Secretary of the Corporation, shall be recorded and kept with the Board meeting minutes.

Bylaw Adoption & Amendment History

Adopted by Vote of the membership of The San Luis Obispo Bicycle Club on April 5, 2001.
Amended December 5, 2002
Amended December 4, 2003
Amended December 2, 2004
Amended December 1, 2005
Amended December 7, 2006
Amended December 4, 2008
Amended December 3, 2009
Amended December 2, 2010
Amended December 1, 2011
Amended December 5, 2013
Amended December 3, 2015