The Velo Club Monterey Board of Directors
Mark Kaufmann – President
Chris Swainson – Vice President & Membership
Ed Bredthauer – Treasurer
Cath Tendler-Valencia – Secretary
Edmund Gross – Director at Large
Suzanne Kroeze – Director at Large
Gordon Martine – Junior Development
Jan Valencia – “The Answer Man”
Vera Noghera – Transportation Agency Monterey County Rep.
To contact the Velo Club Monterey board send email to firstname.lastname@example.org
VELO CLUB OF MONTEREY, INC. BY-LAWS (Revised November 2000)
ARTICLE 1. Purpose of Club
(1) The main purpose of Velo Club Monterey, Inc. is to promote safe cycling and to raise the public’s awareness of cycling in Monterey County.
(2) The short-range goal of the club is to provide fun and safe cycling opportunities for all Monterey County.
(3) The long-range goals of the club are to create a safe cycling environment, to encourage more people to ride and to work with local communities to reach these goals. This includes expanding the many different areas of interest to cyclists to include century rides, group rides, racing events, mountain bike riding and trail maintenance and bicycle related advocacy.
ARTICLE 2. Membership
(1) Categories. There shall be the following categories of members: (a) Active Adult – Open to individuals 18 years of age or older. An active adult member is allowed one vote and the rights to hold any club office or chair any committee.(b) Active Junior – Open to individuals who are 12 to 18 years of age (with written consent of parent or guardian). An active junior member is allowed one vote and can serve on any committee.(c) Active Family open to any adult and their spouse and children under the age of 18.(d) Honorary open to individuals of any age upon special appointment by 2/3 vote of the active members at any regular business meeting. Honorary members are not allowed to vote or hold office but they can chair or serve on committees.
(2) Admission, Qualifications, and Application for Membership. Application for membership accompanied by the appropriate dues must be submitted on the appropriate form either to the Membership Chair, and one of the Board Members, or sent to the Post Office Box. Any person interested in any phase of bicycling shall be eligible for membership in this club. Application for membership is open to all persons over the age of twelve with no restriction by race, religion, creed or sex. Membership runs on a calendar year and as such, all applications received after November 1st shall be considered as for the succeeding year.
(3) Voting Rights. Voting rights shall be as provided in Article 2.01. Members entitled to vote shall have the right to vote in person, in writing or by proxy.
(4) Dues. The member ship year is the calendar year. Annual dues shall be specified by the Board of directors and shall be paid by the first working day of February or the membership will be put on probation. If the dues are then not paid as of March 15th, the membership shall be considered delinquent and will be discontinued. Half dues apply August 15th through November 30th.
(5) Nonliability. The members of the club shall not be personally liable for the debts, liabilities or obligations of the corporation.
(6) Assessment. Membership in this corporation shall be nonassessable, i.e. taxable.
ARTICLE 3. Meetings of Members
(1) Place. All meetings of the members shall be held at such places in the county of Monterey as may be designated by the Board of Directors.
(2) Annual Meeting. An annual meeting of members for the transaction of such business as may properly come before the general membership shall be held every year in December. The Board of directors shall designate the time and place for this meeting.
(3) Regular Meetings. Regular meetings for the general membership shall be held sometime during the first week of each month. Until such time as the general membership desires to return to regular business meetings, no business shall be conducted. The Board of directors shall determine time and place of these “socials”.
(4) Special Meetings. The Board of Directors may call special meetings of members for any purpose at any time. Any member with a concern requiring a special meeting may petition for one.
(5) Notice. Notice of all meetings of members shall be announced in the periodic newsletter of the club and posted on the electronic bulletin board and website. Special meetings shall be announced in writing and mailed to the general membership by the secretary. Notice of the place, day, and hour of the meeting, and in the case of special meeting, the general nature of the business to be transacted.
(6) Voting of Absentees. All transactions of any meeting of members are valid if a quorum, as hereinafter defined, is present either in person, in writing or by proxy.
(7) Quorum. A quorum for any meeting of members shall consist of a simple majority of the members.
ARTICLE 4. Board of Directors and Club Officers
(1) Number. The corporation shall have five (5) or six (6) directors consisting of a president, vice-president, secretary, treasurer, race team captain, and member-at-large. They shall be known collectively as the Board of Directors.
(2) Qualifications. Any voting member is eligible to be elected to a seat on the Board of Directors or appointed to a Club office.
(3) Powers. The directors shall exercise the powers of the corporation, control its property, and conduct its affairs, except as otherwise provided by law, by the Articles of Incorporation, or by these by-laws.
(4) Compensation. Directors shall serve without compensation.
(5) Election and Term of Office. The Board of Directors shall be elected at the annual meeting of members in December; to serve for one full year and until their successors are elected and have qualified. The term of office shall begin January 1st.
(6) Vacancies. Vacancies on the Board of Directors shall be filled by a simple majority vote of the general membership at any regular meeting subject to the existence of a quorum. In the case of a quorum being met, the election can be held through the mail. If this should fail to reach a quorum as well, election will default to the Board of Directors, where a 2/3 majority vote shall be required to fill the vacancy.
(7) Place of Meetings. Regular meetings of the Board of Directors shall be held at such place in the County of Monterey as may be designated by the Board of Directors.
(8) Regular Meetings. Regular meetings of the Board of Directors shall be held at such
time and place as shall be determined by the Board of Directors.
(9) Special Meetings. A special meeting of the Board of Directors shall be held whenever called by any director. These meetings shall be closed to the general membership and only five (5) directors shall attend.
(10) Notice. Notice of meetings of directors shall be given pursuant to Article 3.05. Notice of special meetings can be given be the secretary or president by telephone to each director.
(11) Quorum. A quorum of the a Board of Directors shall consist of a 2/3 majority and, unless a greater number is expressly required by statute, the Articles of Incorporation of this corporation, or these By-laws, every act or decision done or made by a majority of the directors present at a meeting at which a quorum is present shall be act of the Board of Director. Any transaction of any meeting however called shall be valid provided a quorum is present and provided that either before or after the meeting each of the directors not present signs a consent to the holding of the meeting or an approval of the minutes thereof. All such consent or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(12) Conduct of Meetings. The president, or in his/her absence the vice-president, or in the absence of both, a chairperson chosen by a majority of the directors present, shall preside at all meeting of the Board of Directors, and such meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such revisions are not inconsistent or in conflict with these by-laws, the Articles of Incorporation, or with law.
(13) Nonliability of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
(14) Nominations. On or before the first regular Board meeting in October of each year, a call to the general membership shall be made for nominations for the succeeding year. The Board of Directors shall consider all nominations of members in good standing. Ballots will be prepared and sent by mail no later than November 15th to each eligible member. These ballots shall be returned by mail no later than December 10th or brought in person to the annual meeting. The Board of Directors shall count the ballots. In the event of a tie, a run off election will take place. In the event there are no nominations, that seat shall remain vacant until filled pursuant to Article 4.06.
(15) Club Officers. Committee chairs shall be considered club officers and shall be part of the Board of Directors. The Board of Directors shall determine standing committees. The Board of Directors shall appoint all officers be a 2/3 vote. In all transactions conducted by the Board they shall have no vote. They shall act as advisors to the Board of Directors and as liaisons to the local communities and the Board. Any chairperson may be removed either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, and such officer shall be removed should he/she cease to be qualified for the office as herein required. Any officer may resign at any time by giving notice to the Board of Directors or to the president of the corporation. Any such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptant of such resignation shall not be necessary to make it effective.
ARTICLE 5. Duties of the Board of Directors
(1) Duties of the President. The president shall be the representative of the club. He/she shall have general control and management of the affairs, property, and business of this corporation, subject to the control of the Board of directors and the provisions of these by-laws. He/she shall preside at all meetings of the members and of the Board of directors. He/she may, if necessary, sign and execute in the name of this corporation deeds, assignments, mortgages, bonds, contracts, and other instruments duly authorized by the board of Directors. Generally he/she shall perform all duties incident to the office of president and such other duties as deemed necessary to the smooth running of the club. He/she shall, whenever it may be necessary in the opinion of the Board of directors, prescribe the duties of officers and employees of the corporation whose duties are not otherwise defined in these by-laws or by the Board pursuant to the authority contained in the by-laws.
(2) Duties of the Vice-president. The vice president shall assume the duties and powers of the president in the president’s absence or disability to act and shall perform such other duties and possess such other powers as shall be prescribed and conferred by the Board of Directors or by the president.
(3) Duties of the Secretary. The secretary shall:
a) Certify and keep at such place as the Board of directors may order the original or a copy of these by-laws as amended or otherwise altered to date.
b) Keep at such place as the Board of directors may order a book of minutes of all meetings of the directors, recording therein the time and place of meeting, whether regular of special, and if special, how authorized, the names of those present and proceedings thereof.
c) See that all notices are duly given in accordance with provisions of the by-laws or as required by law.
d) Be custodian of the records and the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal Is authorized by law or by these by-laws.
e) In general, perform all duties incident to the office of secretary, and such other duties as may be required by law, the Articles of Incorporation of the corporation, these by-laws, or which may be assigned to him/her form time to time by the Board of Directors.
(4) Duties of Treasurer. The treasurer shall receive and have charge of all funds of the corporation and shall disburse such funds only as directed by the Board of Directors. He/she shall, in general, perform all duties incident to the office of treasurer and such other duties as may be assigned to him/her by the Board of Directors. He/she shall keep at such place as the Board of Directors may order all records of funds as well as tax records.
ARTICLE 6. Corporate Records, Reports, Seals, Checks, Drafts, etc.
(1) Minutes of Meetings. The corporation shall keep at such place as the Board of Directors may order, a book of the minutes of all meetings of directors and of all members, where minutes are taken, with the information prescribed in Article 5.03 (a).
(2) Books of Account. The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions including accounts of it s assets, liabilities, receipts, disbursements, gains and losses.
(3) Fiscal Year. The fiscal year of the corporation shall be January 1st through December 31st.
(4) Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board of Directors.