History of WWBC Constitution, Bylaws and Articles of Incorporation
Dick Blaine
Jan 11, 2023
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Beginnings of Club
- October 1968—Menlo-Atherton HS students and few local bicyclists
- Reorganized May 7, 1969
- Reference: June 1969 Flat Tyre “Western Wheelers Reorganizes” (v1#1)
Original Constitution
- Written in April 1969 and approved at general meeting May 7, 1969
- Reference: June 1969 Flat Tyre “Western Wheelers Reorganizes” (v1#1)
- Reference: August 1984 Flat Tyre “The History of the Western Wheelers: 1) the Very Beginning”
- No documentation of the original Constitution/Bylaws has been found.
Revision To Constitution/Bylaws
- A proposed revision to the Constitution and Bylaws for the club would:
- associate the club with Menlo Park Rec. Dept.
- split Secretary-Treasurer position into two
- increase Board of Directors from 3 to 6
- Reference: September 1971 Flat Tyre “President’s Report” on “Aug 11, 1971 Meeting”
- Approved at November 8 1972 general meeting.
- Reference: December 1972 Flat Tyre “1973 Officers Elected”
- No documentation of the revised Constitution/Bylaws has been found.
September 1982 Constitution/Bylaws revisions
- Proposed Constitutional changes were recommended by the board and approved at the September 13, 1982 general meeting. Changes include incorporation and moving the meetings to Mitchell Park Community Center.
- Reference: August, September and October 1982 Flat Tyre “President’s Comments” column
- No documentation of the revised Constitution/Bylaws has been found.
Articles of Incorporation 1983
- Documentation includes the State Seal and the Articles as approved by the Secretary of State of the State of California on March 2, 1983. Leila and Tom Smith drew up the articles of incorporation. The project started in Aug 1982 and was approved by the state on March 8, 1983
- Reference: August, September and October 1982 Flat Tyre “President’s Comments” column
- Reference: Articles of Incorporation 1983
Revisions 1987
- Reference to Bruce Heflinger draft rewrite of constitution in late 1986—changes in number and categories of club officers and replacement of Article IV. Howard Eastman (lawyer) and Madeleine Begermann (legal secretary) looked into the proposed changes. These are to be voted on at the June 3, 1987 club meeting.
- Reference: June 1987 Flat Tyre “A Turn at the Front”
- No documentation has been found indicating that this revision was approved. Nor are the changes included in the 1989 Revised Constitution and Bylaws.
Revision 1989
- At the Feb 10, 1988 board meeting a recommendation was made to set up a committee to rewrite the Constitution/Bylaws starting in July.
- Reference: March 1988 Flat Tyre “February Board Meeting”
- Request for help in rewriting Constitution/Bylaws.
- Reference: September 1988 Flat Tyre “Share Your Skills”
- Brad Perkins, attorney, and Tim Ellis rewrote the Constitution/Bylaws
- Reference: December 1988 Flat Tyre “A Turn at The Front”
- Time Ellis presented a draft constitution to the board containing minor changes to
- Eliminate officers that club had not had for many years
- Clarify which officers can vote when an office is held by more than one person
- Specify the procedure on dissolution
- Reference: May 1989 Flat Tyre “April Board Meeting”
- The revised Constitution and Bylaws were approved by the board in September 1989 and by a vote at the general meeting which was held on October 4, 1989.
- Reference: The revised Constitution and Bylaws was printed in full in the September 1989 Flat Tyre.
- Reference: October & December 1989 Flat Tyre, “A Turn at the Front”, John Bailey, president
Proposed Revision 1991
- Sequoia Century chair’s term to run from August to July of following year. Tom Davis, President. At the November, 1991 board meeting, it was decided to bring this up for vote at the January 1992 general meeting.
- Reference: 1991 Flat Tyre November “Cooking With Road Kill (or A Turn at the Front)” & December “Proposed Constitutional Change”
- Reference: No documentation has been found that this revision was approved nor does the change appear in the 1997 Constitution and Bylaws.
Revisions 1997
- Proposed revisions were discussed at the board meeting on May 19, 1997:
- Member required as leader, spending limits, meeting intervals, voting by mail (Article XIV added)
- Reference: June 1997 Flat Tyre “A Turn at the Front” & “Subject: Constitution revisions…”
- Revisions to the Constitution/Bylaws were approved at the August 13, 1997 general meeting (see link below)
- Reference: 1997 Flat Tyre September “Minutes of Board Meeting, August 1997” & October “Western Wheelers Board Meeting (September 10, 1997)”
Revisions 2002
- Board to look into making all four editors board members (currently two).
- Dorothy Bender to pursue.
- Reference: August 2002 Flat Tyre “July 9, 2002 Board Meeting Minutes”
- Proposed update to bylaws as advised by outside counsel, Silk, Adler & Colvin—board authorized $1000. Laurie Mack leading effort.
- Reference: November 2002 Flat Tyre “October 8, 2002, Board Meeting Minutes”
- Laurie Mack has competed 70% of the work reviewing and suggesting revisions to our bylaws as recommended by legal counsel.
- Reference: February 2003 Flat Tyre “Western Wheelers Board Meeting—December 30, 2002”
- Proposed revisions circulated to the board at the October 2003 meeting and then submitted to the December 2003 annual meeting for approval.
- Reference: September 2003 Flat Tyre “August 13, 2003 Board Meeting Minutes”
- Members will be asked to approve minor amendment to our Articles of Incorporation and Amended and Restated Bylaws at December 2003 Annual meeting (see notes above in August 2002—August 2003 Flat Tyre).
- New bylaws prepared based on form recommended by SF law firm. The intent is not to change anything fundamental with two exceptions:
- Bylaws will distinguish between business meetings and social meetings and require one business meeting each year to elect new directors.
- Grant board power to set dues without vote of members. Name change from “Western Wheelers Bicycle Club” to “Western Wheelers Bicycle Club, Inc”. These bylaws replace the previous constitution but contain all previous content.
- Reference: November 2003 Flat Tyre “A Turn at the Front” & “Amended and Restated Bylaws of Western Wheelers Bicycle Club”
- Announcement of vote on above proposals and change of name from “Western Wheelers Bicycle Club” to “Western Wheelers Bicycle Club, Inc.”
- Reference: December 2003 Flat Tyre “Notice of Member’s Meeting—December 14, 2003”
- Name and Bylaws changes were adopted at the December 14, 2003 annual meeting.
- Reference: January 2004 Flat Tyre “Minutes of the Meeting of the General Membership”
Revisions 2004
- At the January 6, 2004 meeting the Board approved and added back Article VI, Section 6.3. Special Committees, which was inadvertently omitted from the December 14, 2003 revision, and also approved creation of the Sequoia Committee as a special committee.
- Reference: February 2004 Flat Tyre “Board Meeting Minutes”
Revision Aug 15, 2009
- This revision updated Section 1.1. Principal Address, to correspond to the new PO Box number 60367.
- Reference: No documentation has been found of approval of this revision; the change is included in the November 11, 2010 “Amended and Restated Bylaws of Western Wheelers Bicycle Club” (see next section)
Revision November 11, 2010
- The board discussed the revising the Constitution/Bylaws to add the Sequoia Chair to the board and change the number of At-Large Members from “two to three” to “zero to three”. A vote will be held at the November Board meeting.
- Reference: Secretary’s minutes of October 14, 2010 board meeting (Not published in the Flat Tyre)
- Changes: minor wording, removed requirement for yearly annual meeting, changed maximum number of directors from eleven to twelve, added the Sequoia Chair to board, made requirement for President to convene a Nominating Committee optional, and provided for voice messaging or electronic notification of special board meetings. Also each year the board is to determine the number of “other individuals” on the board for the following year but not more than three.
- These changes were discussed and approved by the board at the November 11, 2010 meeting.
- Reference: December 2010 Flat Tyre “Minutes—Western Wheelers Board Meeting, November 11, 2010”
- Approved at December 12, 2010 general (annual) meeting
- Reference: January 2011 Flat Tyre “Western Wheelers General Meeting, December 12, 2010”
Revision December 13, 2015
The board discussed the addition of the WebMaster to the board. A vote is to be held at the November Board meeting.
Reference: Secretary’s minutes of the October 8, 2015 board meeting; .
Change: Section 5.2 of the club by-laws is to be amended to increase the board of directors from 12 people to 13 in order to make the webmaster a voting position.
This change was discussed and approved by the board at the November 2015 meeting.
Reference: November 2015 Flat Tyre “Western Wheelers Board Meeting Minutes, November 2015”
Approved at the December 13, 2015 general (annual) meeting
Reference: January 2016 Flat Tyre “Western Wheelers Annual Meeting, December 13, 2015”
Revision May 8, 2019
The update done in 2015 about adding the Webmaster as a voting position on the board was incomplete, so we are making sure the change is covered in all of the pertinent sections of the bylaws.
The following changes were discussed and approved by the board at the April 2019 meeting.
Reference: May 2019 Flat Tyre “Western Wheelers Board Meeting Minutes,April 2019”
Changes were approved to three sections of the Bylaws:Section 5.2 Number and Qualification of Directors had to do with changes to the positions on the board to complete the addition of the Webmaster, and to delete Newsletter Production Chair as we no longer have a printed Flat Tyre.
Section 4.10 Manner of Voting and Section 5.3 had to do with clarifying when someone runs for multiple positions.
Section 10.3 Annual Reports to Members and Directors had to do with changes to financial annual reports to reflect what has been standard practice in recent years.
The following changes were discussed and approved by the board at the May 2019 meeting.
Reference: June 2019 Flat Tyre “Western Wheelers Board Meeting Minutes, May 2019”
Changes were approved to two sections of the Bylaws:Section 5.12 Action without a Meeting. To ease making changes without a meeting.
Section 5.5 Vacancies. To clarify the issue of replacing board members who are no longer serving their term for any reason.
Revision Jan 11, 2023
The following changes were discussed and approved by the board at the January 2023 meeting.
Reference: February 2023 Flat Tyre “DRAFT January 2023 Board Meeting Minutes”
Changes were approved to two sections of the Bylaws:Section 2.11 (a) (ii) Nonpayment of Dues. Removed that membership automatically terminates thirty days after failure to pay, left it just as "terminate for nonpayment of dues". With this change, the board has the flexibility to set the policy and eliminates inconsistencies with the automated handling of overdue members through the Wild Apricot platform.
Section 4.6 Time and Manner of Notice of Meetings. Email was added as an alternative distribution channel to U.S. Mail.
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