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Athens-Clarke Safe Cycling Association,
Incorporated, dba BikeAthens
Bylaws
As Amended July 26, 2007
The following are the bylaws of Athens-Clarke Safe Cycling
Association, Incorporated (referred to herein as "BikeAthens"),
as amended July 26, 2007. These bylaws shall substitute for
and supersede all prior bylaws for the corporation.
Article I - Name
The name of the corporation is "Athens-Clarke Safe Cycling
Association, Inc." The organization shall do business
as and refer to itself as "BikeAthens."
Article II - Purpose
The purpose of the corporation is to improve public safety
and health and promote safe bicycling in Athens-Clarke County
and surrounding areas. In doing so, the corporation works
to improve transportation choices such as bicycling, walking,
and public transportation. The association will engage in
research, educational, and informational activities and will
cooperate with public and private agencies to develop policies
and programs to promote this mission.
Article III - Board of Directors
Section l - Number, Election, Compensation, and Term of Office.
There shall be up to 15 and no fewer than 5 directors of
the Corporation. Membership for Board of Directors shall
be proposed by the sitting Board of Directors and approved
by a vote of majority of members at the annual meeting. Each
director shall hold office until the next annual meeting,
and until his or her successor is elected and qualified,
or until his or her prior death, resignation, or removal.
Board members receive no compensation for their service other
than reimbursement for reasonable expenses or payment for
services rendered. All Board members shall become members
of the corporation.
Section 2 - Powers and Duties of the Board of Directors.
The Board shall be responsible for the control and management
of the affairs, property, and interests of the corporation
and may exercise all powers of the corporation, except as
limited by law.
Section 3 - Nominations.
Nominations of new Board members shall be accepted from the
general membership each year prior to the annual membership
meeting. Members may nominate themselves for the Board. Nominees
may decline to be presented as candidates for Board membership.
Section 4 - Normal Board Transition.
Following the annual membership meeting, the outgoing and
incoming Board members shall hold a joint Board meeting after
elections to provide transition in leadership.
Section 5 - Officers.
There shall be four officers: President, Vice-President,
Secretary and Treasurer. The officers shall be elected annually
by majority vote of the incoming board members present at
the first Board meeting following the annual meeting each
year. All current board members are eligible to serve as
Officers. The Board may in its discretion resolve to designate
such other officers as it sees fit.
Section 6 - Duties of the Officers.
Duties of the officers shall be:
- President. The president shall preside at all meetings
of the corporation and the Board and shall be responsible
for the administration of the business of the association,
shall appoint all ad hoc committee chairs and shall be
an ex-officio member of all such committees, and shall
perform other duties as necessary.
- Vice-President. The vice-president shall assist the president
in performing duties such as attending committee meetings
and other functions. The vice-president shall be an ex-officio
member of all committees and shall serve as coordinator
of committees, functioning as a liaison between committee
chairs and the Board and membership.
- Secretary. The secretary shall record and maintain minutes
and other records of the corporation and shall maintain
membership roles of the association and all committees
thereof. The secretary, as directed by the president, shall
conduct all correspondence of the corporation and shall
be responsible for notifying members in advance of meetings.
- Treasurer. The treasurer shall be responsible for the administration
of the financial affairs of the corporation, shall keep
accurate records of the association's receipts and disbursements,
shall make a financial statement to the association at
each meeting, shall disburse funds as approved by the Board.
Section 7 - Quorum and Adjournments.
At all meetings of the Board, the presence of a majority
of the entire Board shall be necessary and sufficient to
constitute a quorum for the transaction of business. The
majority of the directors present at the time and place
of any regular or special meeting, although less than a
quorum, may adjourn the same from time to time without
notice, until a quorum shall be present.
Section 8 - Board Action.
At all meetings of the Board, each Director present shall
have one vote. Except as otherwise provided by law, the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board.
Any action authorized, in writing, by all of the Directors
entitled to vote thereon and filed with the minutes of
the corporation shall be the act of the Board with the
same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board. Any
action taken by the Board may be taken without a meeting
if agreed to in writing by all members before or after
the action is taken and if a record of such action is filed
with the minutes of the corporation.
Section 9 - Telephone Meetings.
Directors may participate in meetings of the Board through
the use of a telephone if such can be arranged so that
all Board members can hear all other Board members. Such
presence by telephone shall constitute presence in person.
Section 10 - Board Meeting Absences.
Board members finding it necessary to be absent from a
meeting shall notify another officer prior to the meeting.
If a Board Member misses three consecutive meetings, the
Board may review the officer's position and declare the
position vacant by a majority vote at any duly held Board
meeting.
Section 11 - Vacancies.
If an office becomes vacant, for any reason, an election
shall be held at the next duly called meeting of the Board
of Directors to fill the vacancy with a current Board member.
If the number of directors falls below the minimum number
stated herein, a replacement shall be elected at the next
duly called meeting of the Board of Directors to fill the
vacancy .
Section 12 - Compensation
No person shall be compensated, either monetarily or in-kind,
for serving on the Board of Directors. The Board of Directors
may deem it necessary to compensate one of its members
for special services performed. The member(s) requesting
compensation will provide to the Board of Directors documentation
describing the service to be performed or the product to
be delivered and the compensation associated the service
or product. The board member(s) requesting compensation
may make an oral presentation concerning compensation at
a regularly scheduled board meeting. The board member(s)
requesting compensation may not be present during discussion
of the compensation proposal and may not vote on said proposal.
If the proposal is accepted by a simple majority of the
board, the board member(s) receiving compensation will
recuse him/herself from all votes concerning the compensation
and the associated service or product.
Section 13 - Conflict of Interest
A Conflict of Interest exists if a board member advocates
for a policy or position which may provide monetary or
in-kind benefits to him/her, a family member, or business
with which he/she is associated. A board member in a state
of conflict will recuse him/herself from any discussion
and votes regarding the policy or position. Board member(s)
who believe that a proposed position or policy places other
member(s) in conflict may contend, without fear of future
retribution, that the member(s) in conflict recuse him/herself
from any discussion or votes on a position or policy.
Article IV - Members
Section 1 - Admission and Termination.
Membership in the corporation shall be open upon application
to all persons who are interested in furthering its mission
and who have paid their current annual dues and/or application
fee as set by the Board of Directors. All new and renewing
members are subject to the approval of the Board of Directors.
A member may terminate its membership at any time by giving
notice to an officer or director of the corporation. The
Board of Directors may terminate a member who is delinquent
in paying dues or who has acted contrary to the interests
of the corporation, provided that the such member is given
15 days written notice to pay the dues or to explain satisfactorily
to the Board the actions alleged to be contrary to the
interests of the corporation. The term of membership shall
be annual and, except as otherwise provided herein, membership
may renewed each year upon payment of the dues and/or fees
set by the Board of Directors.
Section 2 - One Class of Members and
Voting.
The corporation shall have one class of members and each
member shall have one vote. The corporation shall keep
a list of all active members. Memberships shall not be
transferable. Except as otherwise provided by law, corporate
actions properly before the membership to be taken by vote
of the members, shall be authorized by a majority of the
votes cast at a meeting of members.
Section 3 - Meetings.
The annual meeting of the members of the corporation shall
be held on or before the 30th day of May at the principal
office of the corporation or at such other date, place,
and purpose as the Board may authorize, for the purpose
of electing Directors, and transacting such other business
as may properly come before the meeting. Special meetings
may be called by the President, the Board of Directors
or by 50% of the members entitled to vote.
Section 4 - Quorum and Adjournments.
Except as otherwise provided by law, at all meetings of
the members of the corporation, the presence at the commencement
of such meetings in person of ten percent of the total
membership of the corporation entitled to vote shall constitute
a quorum for the transaction of any business before the
membership. If a member leaves after the commencement of
a meeting, this shall have no effect on the existence of
a quorum, after the quorum has been established at such
meeting. Despite the absence of a quorum at any annual
or special meeting of members, the members, by a majority
of the votes cast by those entitled to vote, may adjourn
the meeting. At any such adjourned meeting at which a quorum
is present, any business may be transacted at the meeting
as originally called as if a quorum had been present.
Article V - Meetings
Section 1 - Membership Meetings.
There shall be a membership meeting at least annually.
Additional meetings and/or cancellations are left to the
discretion of the Board. A notice with the time and place
of each membership meeting shall be given not less than
three days before the meeting. Written notice stating the
time and place shall be provided via personal delivery,
email, or U.S. Mail to each member entitled to vote at
the annual meeting. If mailed, such notice shall be deemed
to have been delivered when deposited in the U.S. Mail
with postage paid and addressed to the member at its address
as it appears in the records of the corporation. If sent
via email, such notice shall be deemed to have been delivered
when sent to the member at its email address as it appears
in the records of the corporation.
Section 2 - Board Meetings.
The Board of Directors shall meet at least quarterly at
times and places set by the Board of Directors. A notice
with the time and place of each Board meeting shall be
given not less than one day before the meeting to Board
members. Methods of notice for such meetings can include
e-mail, telephone, U.S. Mail or other methods determined
by the Board.
Section 3 - Special Meetings.
Special meetings of the Board may be called by the President
at times and places he or she sets. A notice with the time
and place of such meetings shall be given not less than
one day before the meeting to Board members. Methods of
notice for such meetings can include e-mail, telephone,
U.S. Mail or other methods determined by the Board.
Article VI - Committees
The Board of Directors may, by resolution, designate an
Executive Committee and one or more other committees. Such
committees shall have functions and may exercise such power
of the Board of Directors as can be lawfully delegated,
and to the extent provided in the resolution or resolutions
creating such committee or committees. Meetings of committees
may be held without notice at such time and place as shall
be determined by the committees. The committees of the
corporation shall keep regular minutes of their proceedings,
and report these minutes to the Board of Directors when
required.
Article VII - Amendments
The Articles of Incorporation may be amended as provided
by law. These Bylaws may be amended by the Board of Directors.
Athens Safe Cycling Association, Inc. d/b/a BikeAthens Back
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