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Bylaws: Phoenix Metro Bicycle Club Inc.
Version 3.1 - 12/11/2011
Article I - Declaration
Article II - Purpose
Article III - Membership
Article IV - Meetings and Activities
Article V - Board of Directors
Article VI - Fiscal Policies
Article VII - General Policies
Article VIII - Dissolution
Article IX - Parliamentary Authority
Article X - Amendments
The name of this organization shall be the Phoenix Metro Bicycle Club Inc. (PMBC) hereinafter referred to as The Club.
- Section 1. Purposes:
- To promote the fun of spirited cycling with a group of friendly people.
- To provide education of essential bicycling skills including road safety, maintenance and on-the-road repairs.
- To schedule tours and group riding opportunities for local and visiting cyclists.
- To publish regularly a newsletter or electronic publication via the club's website of comprehensive information concerning cyclists.
- To encourage bicycling as an energy efficient and healthful means of transportation.
- Section 2. Consistency of Purpose:
- The policies and purposes of The Club shall not be in conflict with the policies and purposes of the Greater Arizona Bicycling Association Inc. (GABA-Corporate)
Membership in this Chapter shall be open to anyone who supports the duly-adopted purposes of GABA-Corporate and/or The Club.
Meetings and Activities
- Section 1. Regular Chapter Meetings:
- Regular Chapter (Regular) meetings shall serve as a means of communication, education and entertainment for the chapter membership and the general public. Regular meetings shall be held at least quarterly and will be publicized through the newsletter or electronic publication via the club's website. Such meetings shall not be principally for the conduction of club business, policy determination, direction, or other business matters. These matters are the responsibility of the Board of Directors (Board), and will be dealt with at Board meetings. However, member input on such matters is welcome at these meetings and to be solicited but not discussed.
- For purposes of voting at Regular or Special meetings, each membership (either Individual or Family) is entitled to a single vote. Board members are exempt from this rule and are entitled to one vote each.
- Section 2. Activities:
- Annual chapter events that have a chapter expense in excess of $1000 shall be considered Major Chapter Events. Chairmen for these Major Chapter Event(s) shall be appointed by the President with the input of the Board and the immediate past chairman of that event (if available). The chairman of a Major Chapter Event shall be responsible for the selection or removal of members of the committee for that event. The chairman may be removed by a two-thirds vote of the Board.
- Schedule of rides and activities for the coming year shall be taken to the Board for approval by December. The Club should be mindful of possible conflicts with activities of the other chapters in the state as well as other clubs with similar purpose.
- For any ride that has an entry fee, the chairman or ride leader of the event may establish the refund policy.
- The Club will have a schedule of weekend rides which do not conflict with a Major Chapter Event.
Board of Directors
- Section 1. Personnel:
- The affairs of The Club shall be conducted by a Board of not fewer than five or more than ten members. The Board shall have the responsibility and authority of controlling the funds and assets of The Club.
- Officers of the Board shall consist of a President, Vice-President, Treasurer, and Secretary and no more than six (6) additional Board members (examples listed below) desiring to be so involved.
- Other Board members may consist of "officers" of any of the following or other created positions of The Club as deemed necessary by the Board: Membership, Education, Ride Coordinator, Publicity, Newsletter, Volunteer Coordinator and Major Chapter Event Chairman. The Board may also establish any other "non-officer" position(s) that it feels is appropriate and beneficial to The Club's purpose or conduction of business and the Board shall create a written description of the duties and responsibilities of such position.
- The elected Board members should, within 30 days of their election, appoint up to six (6) additional Board members from the above list of eligible appointees. The appointed Board members shall serve concurrently with the elected Board members.
- Section 2. Meetings:
- The Board shall hold meetings at least quarterly. These meetings shall not exclude other interested parties attending. Such attendance, however, must be on a non-interfering basis as to the conduction of club business.
- Regardless of membership type, Board members are entitled to one vote each.
- Special meetings may be called by the President, or upon request of at least three members of the Board.
- Section 3. Quorum:
- A quorum on the Board of Directors shall consist of a majority of the Board members. A majority of those voting shall be sufficient to take action.
- Section 4. Nomination:
- The Nominating Committee shall be Board appointed. The committee shall consist of five members, three from the Board and two from the membership at large. Each nominee must give his/her consent.
- The Nominating Committee's slate of officers shall be presented to the general membership through the October newsletter or electronic publication via the club's website. Nominations from the general membership must also be accepted when submitted in writing, and received no later than November 15 by the Nominating Committee. This procedure shall be published in the October newsletter or electronic publication via the club's website.
- All nominees for officers shall appear in the December newsletter or electronic publication via the club's website.
- Section 5. Election of Officers:
- The election of the officers shall take place at the December Meeting.
- Section 6. Term of office:
- All officers shall be elected (or appointed) for a term of one year.
- The term of office of the newly elected (or appointed) officers and Board members shall begin January 1 and end December 31.
- Section 7. Vacancies:
- Vacancies on the Board shall be filled, by either appointment or election, by the members of the Board. Persons so elected shall serve until the normal expiration of the term of office.
- Section 8. Removal from Office:
- A Board member may be removed by a two-thirds vote of the Board.
- Section 9. Powers and Duties of Officers:
- Shall be the Executive Officer of The Club.
- Shall preside at all meetings and the Board.
- Shall be a member ex-officio of all committees or other meetings except the Nominating Committee.
- Shall have authority to execute legal documents on behalf of The Club.
- In the absence of the President, the Vice-President shall perform the duties of the president.
- The Vice-President shall conduct a yearly review of the Bylaws as to recommendations for amendments and also maintain and control a current master copy of the amended Bylaws.
- The Vice-President shall maintain and update as necessary a notebook for Board members, to include but not be limited to, The Club Bylaws, General Policies, Major Chapter Event financial statements, the current budget for the fiscal year, Board member duties, and a PMBC "principals" phone list.
- The Vice-President shall have authority to execute legal documents on behalf of The Club.
- The Treasurer shall be the custodian of the funds of The Club.
- The Treasurer shall be responsible for full and accurate accounting records.
- The Treasurer shall maintain all prior year records of expenses/proceeds-income and the current year operating statement of expenses/proceeds-income on a monthly basis. These shall be made available at the Board meetings.
- The Treasurer shall give to his/her successor all books and financial records by February 15. This will include a written itemized profit and loss statement for the preceding year.
- The Treasurer shall present the proposed current year budget to the Board at the March meeting.
- The Treasurer shall have the authority to execute legal documents on behalf of The Club.
- The Secretary shall keep the minutes of meetings of the Board.
- The Secretary shall record notes of relevant business concerns presented at any Regular or Special meeting, or in writing by any club member. These topics shall be presented and discussed at the next Board meeting. The Secretary shall inform the person presenting the question of any action taken on the matter.
- The Secretary shall maintain an up-to-date list of membership.
- The Secretary shall have authority to execute legal documents on behalf of The Club.
- Section 1. Fiscal Year:
- The fiscal year shall be from January 1 to December 31.
- Section 2. General Accounting:
- The books and accounts of The Club shall be kept in accordance with generally accepted accounting principles and shall be made available to any member upon request.
- The incoming Board shall review the past year's expenses and approve a budget for the current year by the March Board meeting.
- Spending authorization. The President may spend at his/her discretion up to $250 per quarter and not to exceed $500 per year. The Vice President, Secretary and Treasurer may each spend up to $200 per quarter, not to exceed $400 per year. Spending above these limits must be approved by the Board. Generally established ride expenses and newsletter expenses are exempt. Each officer must present documented records of his/her quarterly discretionary spending to the Treasurer.
- Chairmen of Major Chapter Events shall be the responsible fiscal agents for their respective events. They shall present a preliminary event budget to the Board for approval before the event. They shall produce a summary report of the event within 60 days after the event. Major Chapter Event Chairmen, with advice from their committee, may participate in the budgeting process for The Club for the coming year.
- Fiscal policies may be adjusted for inflation by a simple majority vote of the Board.
- There shall be an audit of The Club books yearly.
The Board may at its discretion create policies governing the day-to-day operation of The Club. These policies must be in harmony with The Club Bylaws and with GABA-Corporate Bylaws.
In the event of dissolution of The Club, the Board shall determine distribution of its assets to such charitable and educational organizations in the community which are tax-exempt from federal income tax, or a successor organization with the same purposes and objectives.
Robert's Rules of Order, Newly Revised, shall be the Parliamentary authority for all matters of procedure not specifically covered by the Bylaws or other specific or customary rules of procedure adopted by The Club.
The Bylaws may be amended by a two-thirds vote of the Board members present at a meeting of the Board followed by publication in the newsletter or electronic publication via the club's website 30 days prior to a Regular Meeting, and a majority vote of The Club members present at a Regular meeting.