WESTERN WHEELERS BICYCLE CLUB, INCORPORATED CONSTITUTION August 1997 The membership approved revisions to the 1989 Constitution and Bylaws by vote of a majority of the members attending the August 13, 1997 general meeting; a quorum was present. Following is the revised Constitution and Bylaws. Article I Name This organization shall be known as the Western Wheelers Bicycle Club, Incorporated. Article II Purpose The purpose of this organization is to: a. promote bicycle touring and arrange bicycle rides to fit the varying skills of its members; b. encourage and provide for bicyclist and public education; c. promote the planning and development of bikeways and bike routes within cities and between cities; d. promote bicycling for recreation, health and pleasure, and as a means of transportation for commuting and shopping; and e. study and assist in any way possible to further bicycling safety and prevent bicycle theft. Article III Membership Section 1 Membership in the organization is open to any person who: a. pays the current annual dues; and b. executes the then current liability waiver form (in the case of a minor, the liability waiver form shall be completed by a parent or guardian). Section 2 Members shall be entitled to take part in all activities of the organization. Article IV Officers and Board of Directors Section 1 The Board of directors of the organization shall consist of those holding the following offices: a. President; b. Secretary; c. Treasurer; d. Event Chair; e. Ride Chair; f. Newsletter editors; g. Newsletter production Chair; h. Membership Chair; i. At least one but no more than three other offices, as determined by the Board of Directors for the year following their term. Section 2 Each Person on the Board of Directors shall have one vote. Section 3 Offices may be jointly held by two or more persons except for the offices of President, Secretary, Treasurer, and Program Chair. Should an office be jointly held, the office shall have only one vote on the Board of Directors, to be decided by those holding the office. If the joint officers attending a board meeting cannot agree upon their one vote, their one vote shall be void. The Board of Directors shall determine the number of persons to jointly hold an Office for the year following their term. Section 4 The Board of Directors may create Special Offices, wherein the Special Officer: a. may be an elected or appointed position; b. shall not include a vote on the Board of Directors; c. shall have the same term as the Board of Directors appointing it, except that a Board of Directors may create a Special Office for the year following the term, if it is filled by election with the regular Officers for the following term at the annual election; d. may be terminated only when the term has expired or the position is vacated. Section 5 The elected Officers shall serve a term of one year from January 1st through December 31st. Article V Election of Officers Section 1 The annual election of the Officers shall take place in November at a General Membership Meeting or by mail ballot as described in Article VIX. The decision to hold a meeting or to hold a mail ballot is at the discretion of the board of directors. A quorum of 3 per cent of the paying membership or thirty (30) members, whichever is less is required. If there is no quorum, the president may postpone the election and notify the membership in writing. Section 2 The president shall convene a Nominating Committee to make nominations. Section 3 Additional nominations may be made by members at the annual election. Section 4 Members in good standing are entitled to vote. Article VI General Membership Meetings Section 1 General Membership Meetings shall be held quarterly at such place and hour as the President shall designate. Notice of the time and place of such meetings shall be given in writing to all members either by letter or through notice in the organization's newsletter. Section 2 Special General Membership Meetings may be called by the Board of Directors of by request of twenty-five percent of the organization members by petition to the President. Section 3 All members shall be entitled to vote at General Membership Meetings. Each member over 18 of a family holding a family membership shall be entitled to one vote. A quorum for the General Membership Meetings shall be 3 per cent of the paying membership or thirty (30) members, whichever is less. Article VII Board Meetings Section 1 Board meetings shall be held monthly at such place and hour as the President shall designate. Board meetings shall be open to all members unless specifically closed by the Board of Directors. Section 2 Special Board meetings may be called by the Board of Directors or by written request of three members of the Board of Directors to the President. Section 3 A quorum for the Board meetings shall be five offices. Article VIII Termination of Membership Section 1 Membership may be terminated by a member by: a. written notice to the organization; or b. non-payment of dues. Section 2 Membership may be terminated by the Board of Directors if a member commits an offense prejudicial or injurious to the interest of the organization. No membership shall be terminated except by a majority vote of the Board of Directors at a Board Meeting after notifying the member. Article IX Resignation or Removal of an Officer Section 1 An Officer may resign his or her office office by written notice to the President. Section 2 An Officer may be removed from office by a majority vote of the Board of Directors at a Board Meeting or by a majority vote of members at a General Membership Meeting. Section 3 If a vacancy should occur in an office, it shall be filled by appointment by the Board of Directors, and the appointment shall be effective until the term of office expires. Article X Special Committees Section 1 The Board of Directors may create Special Committees as necessary for conducting of the organization's affairs. Section 2 The Board of Directors shall appoint Special Chairpersons for Special Committees. Special Chairpersons shall serve for the term determined by the Board of Directors, but in no event longer than the term of the Board of Directors who appointed them. Special Chairpersons may attend Board of Director meetings but are not entitled to vote at such meetings. Article XI Assets of the Organization The property and goodwill of this organization are irrevocably dedicated to promoting bicycling as defined in Article II and no part of the income or assets of this organization shall ever be used for the personal benefit of any director, officer, member, or any private persons. Article XII Dissolution of the Organization Section 1 This organization may by dissolved by a majority vote of the members of the Board of Directors and by a two-thirds vote of the members attending a general membership meeting that qualifies as a quorum, following written notice to entire membership that a vote on dissolution is to take place. Section 2 Upon the dissolution of this organization, its assets remaining after payment of all debts and liabilities shall be distributed to the Santa Clara Valley Bicycle Association if it is then in existence and exempt under Section 501(c)(3) of the Internal Revenue Code, or to a bicycling organization located within or near Santa ClaraCounty which is non-profit as defined under Section 501(c)(3) of the Internal Revenue Code, at the discretion of the Board of Directors. Article XIII Amendments and By-Laws Section 1 This Constitution may be amended by a two- thirds vote of the members attending a general membership meeting that qualifies as a quorum. A fifteen (15) day minimum notice shall be given in writing by letter or in the newsletter of the organization Section 2 The organization may enact By-Laws which shall be binding on the members and officers of the organization insofar as they do not conflict with this Constitution. By-Laws shall be enacted or amended by a majority vote of the members attending a general membership meeting that qualifies as a quorum. A fifteen (15) day notice shall be given in writing either by letter or in the newsletter of the organization Article XIV Voting by mail. Section 1 Any vote for club business or election of officers may be conducted by mail ballot. Section 2 ballots will be distributed with the monthly newsletter. Section 3 Ballots must be received by the twentieth of the month of the election. Section 4 Each member is entitled to only one vote. Family memberships are voted by individual family members over 18. Families may vote on one ballot. Section 5 For election of officers, the winner is the candidate with the most votes. Section 6. The secretary will manage the counting of ballots other than for officers. For officer elections, a member other than a board member of nominee will count the ballots. The president will select a qualified individual to count the ballots. Section 7 A mail-in vote requires the same notification times as established elsewhere in the constitution. Section 8 E-mail ballots are invalid. Section 9 Officer elections will be in November. Section 10 Write in candidates are allowed on the ballot for all offices. BY-LAWS By-Law 1 Duties of the Officers and Board Members Section 1 The President shall: a. preside at all meetings of the organization and of the Board of Directors; and b. be ultimately responsible for the implementation of the decisions of the membership and Board of Directors. Section 2 The Secretary shall: a. keep a record of all meetings of the organization and of the Board of Directors; b. keep appropriate business records for the organization; and c. conduct the correspondence for the organization. Section 3 The Treasurer shall: a. maintain the books and checking account of the organization for the calendar year in accordance with accepted accounting principles; b. prepare an annual financial statement to be approved by the Board of Directors at the March board meeting following the treasures term and thereafter to be published to the General Membership. c. receive money due the organization and deposit such money of the organization in accordance with the instructions of the Board of Directors; and d. pay amounts due of the organization as follows: The Treasurer may pay amounts due up to five hundred without further approval.The President may approve amounts up to one thousand dollars, amounts in excess of one thousand dollars upon approval of the a majority of the board of directors. The treasurer, secretary or president may write checks consistent with a budget which was previously approved by a majority of the board of directors. Checks of the organization may be signed only by the Treasurer, President or Secretary. Section 4 The Program Chair shall: a. act in the absence of the President; and b. plan programs for General Membership Meetings of the organization. Section 5 The Ride Chair shall organize rides for the members through volunteer ride leaders. Section 6 The Newsletter Editor shall publish a monthly newsletter to be sent to all members. Section 7 The Board of Directors shall have control and management of the the affairs of the organization. It shall be the duty of the Board to carry out the objectives of the organization. By-Law 2 Dues Section 1 Dues shall be assessed annually for all members. Section 2 The amount of dues and schedule of dues payments may be changed only by a majority vote of the members attending a General Membership Meeting at which there is a quorum after written notice to all members. By-Law 3 Organization Sponsored Rides Section 1 Participants of organization sponsored rides, including members and non-members, are expected to conduct themselves in a safe manner, including operating mechanically safe bicycles and obeying all traffic laws. Participants shall follow all reasonable requests and instructions of the ride leader. Section 2 On rides sponsored by the organization, the ride leader shall: a. have all non-member participants sign the organization's waiver of liability form; and b. be empowered to ask participants who do not ride in a safe and legal manner or are disruptive to the group to leave the ride. Section 3 All children under 14 years of age shall be accompanied by a responsible adult on any organization sponsored ride. All riders under 18 years of age must have the waiver of liability form signed by a parent or guardian prior to the ride. Section 4 Organization-sponsored rides may only be led by current members of the organization in good standing. rab 8/19/97
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