Proposed Skylands Cycling By-Laws as recommended for adoption
by the Club’s Executive Board at the March 7th, 2012 meeting
ARTICLE 1. – NAME –
The name of this organization is SKYLANDS CYCLING, a registered not for profit 501(c)(3) organization as specified in the certificate of incorporation and herein referred to as the CLUB.
ARTICLE 2 – CLUB GOALS and PURPOSES
Section 2.1 – To develop and maintain a diversified bicycling program designed to meet the riding ability levels of all club members.
Section 2.2 – To sponsor, promote or assist with bicycle racing events that provide an opportunity for riders to improve racing skills.
Section 2.3 – To promote a positive attitude toward cycling among the general public by educating club members in areas of safe riding behavior, compliance with traffic regulations and courtesy toward pedestrian/driver/equestrian encounters.
Section 2.4 - To educate the general public about the healthy benefits of bicycling through media outreach, and by collaborating with charitable community events and services.
Section 2.5 - To promote the development, improvement, and maintenance of bike-friendly transportation routes with local, regional, and state traffic authorities
ARTICLE 3 - MEMBERSHIP and DUES
Section 3.1 – Membership in Skylands Cycling is open to anyone at least 18 years old at the time of registration. In no case will membership be denied to any person by reason of his or her gender, race, color, creed, national origin, age (18 or older), religion, disability or sexual orientation.
Section 3.2 – Member classifications –
Individual - an adult who is 18 years or older
Family – consists of one the following:
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one or two adult individuals with children all residing at the same address
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two adult individuals residing at the same address without children
Section 3.3 – Dues – The Executive Board shall review the dues annually and make changes in the amount paid by resolution as seen necessary
Section 3.4 – Removal from Membership – A member, officer or director can lose their membership in the CLUB, when in the judgment of the Executive Board, a violation of the Code of Ethics and Conduct, as outlined in ARTICLE 11 of these By-Laws, has occurred. Removal of a member cannot take place until written notice of the nature of the violation has been sent to said individual by the Executive Board and that named member has been given opportunity to be heard and present relevant evidence or information in defense of their actions to the Executive Board.
ARTICLE 4 The EXECUTIVE BOARD–
Section 4.1 The Executive Board of Skylands Cycling consist of the four (4) officers,(as stated in Article 5.) and up to five (5) Directors for a total of nine (9) voting members. The CLUB'S Executive Board conducts essential business of the CLUB between meetings of the general members, rendering decisions on all matters requiring immediate attention. The Executive Board will consult with the President to assist in forming working committees. Five members of the Executive Board (5), constitute a quorum.
ARTICLE 5 – OFFICERS and DUTIES of each
Section 5.1 The Officers of Skylands Cycling shall be President, Vice President, Secretary and Treasurer. (See election of officers in Article 7)
Section 5.2 Duties of President – Presides at all Executive Board and General Club meetings; Appoints all committees as seen necessary and serves as ex-officio member on said committees; Consults with committee chairs and fellow officers to prepare a meeting agenda for all executive and general club meetings; authorized to sign checks in amounts of $500 or less but with the signature of the club Treasurer or Vice President on expenditures over $500; can designate another officer to do so in the absence of the Treasurer/Vice President; appoints a member to record minutes in the absence of the Secretary; Conducts club business in accordance with these By-Laws.
Section 5.3 Duties of Vice President – Shall assume the duties of the President in his/her absence or inability to serve; Assist Standing committee chairs in completing committee assignments; Authorized to sign checks with the CLUB’S President and Treasurer for expenditures over $500.00; Assume any other responsibility as the Executive Board may request.
Section 5.4 Duties of the Secretary – Record the minutes of all Executive Board and General Club membership meetings; Distribute minutes no later than 10 days before the next meeting; Maintain attendance records of all meetings; In consultation with the president, send announcements of all Executive Board and General club member meetings
Section 5.5 Duties of the Treasurer – Manage the CLUB”S financial affairs and have charge and custody and be responsible for all funds of the CLUB; Receive and give receipts for monies due and payable to Skylands Cycling from any source and deposit all such monies in the name of Skylands Cycling in such bank(s) as shall be selected by the Executive Board; Submit CLUB financial reports at all Executive and General Club membership meetings; The Treasurer. President and Vice President are authorized to sign checks on behalf of the CLUB;
ARTICLE 6 Directorship Designation.
Section 6.1 Directors and Director Duties –
1. Director of Racing - coordinate club racing events and related activities. Serves as a club representative in regional and national race organizations on behalf of club racers
2. Director of Recreational Rides and CLUB Social Activities – coordinates club recreational rides, tours/charity rides, CLUB picnics and holiday events.
3. Director at Large – assists with Advertising and Sponsorship
4. Director at Large – Assists with club Public Relations
5 Director at Large – assists the Director of Racing with race promotion and other Directors as may be requested
ARTICLE 7 Election of Officers and Directors
Section 7.1 Elections shall take place at the JanuaryGeneral Club membership meeting and all officers and directors will assume their duties immediately following that meeting.
Section 7.2 Officers and Directors are to be nominated by a three person Nominating Committee, selected from the membership at large, appointed by the President, with a consensus of the Executive Board. A report of the committee must be submitted to the Secretary by December 1st. All CLUB members will be notified of the nominating committee’s ballot. Additional nominations may be made from the floor at the same meeting where elections are held.
Section 7.3 Terms of office – All officers and directors serve a one year term and may continue to serve until replaced through the nomination and election of a new person.
Section 7.4 In the event of the resignation or removal of any officer or director, or if an officer or director cannot serve for any reason, or an officer or director position cannot be filled at the time of CLUB elections, the Executive Board my by majority vote and in its discretion, elect a replacement and may fill vacancies from existing Board members or from the CLUB’S membership
ARTICLE 8 VOTING and QUORUMS
Section 8.1 A quorum of five (5) members of the Executive Board must be in attendance in order for a vote to be taken. Any member may attend an Executive Board meeting and contribute to discussion held, BUT only Executive Board members can make motions and vote on such.
Section 8.2 Each active member (paid current year dues) can vote on any motion brought to the floor at a General Club meeting as describe in section 10.1. A simple majority of active members present moves the business at hand.
ARTICLE 9 Committee Designation
Section 9.1 The President, in consultation with the other members of the Executive Board, will appoint working committees, as deemed necessary to accomplish the CLUB’S goals and purposes outlined in ARTICLE 2. Committee chairs and members will be appointed at the January General Club meeting. Chairs and members shall serve for one year or until his or her successor is appointed.
Section 9.2 Standing Committees – are those committees necessary to fulfill the continuing or recurring needs of Skylands Cycling.
1. Membership – responsibilities include but not limited to; maintaining a list of active members; work with the Public Relations committee to initiate ways to bring in new members; print and distribute yearly membership cards; compile an email list of active members.
2. Finance – Develop a yearly budget to be approved by the Executive Board.; arrange for a yearly audit; keep an inventory of the CLUB’S assets;
3. Sponsorship – has responsibility to solicit financial support from individuals and businesses to generate funds to cover the CLUB’S operating expenses.
4. Public Relations – submit periodic news releases describing the CLUB’S activities to local media ( news papers, radio and cable TV); work with the club Web master to post same.
Section 9.3 Special Committees – these are appointed by the President or by resolution of the Executive Board at any time for a particular purpose. Chairs and members only serve to complete the charge of the committee. Examples of CLUB special committees are:
Nominating club clothing
Auditing By-Law Review
Section 9.4 All committees should submit reports of their recommendations to the CLUB Secretary for presentation at the next regular Executive Board meeting.
ARTICLE 10 MEETINGS of SKYLANDS CYCLING
Section 10.1 General Club meetings will take place two times a year.. . The first meeting will take place in the month of January and will be considered the CLUB’S annual meeting and will include the election of officers and directors. The second meeting will be held in May or June and will include a club ride rally and picnic. The location, date and hour of these meetings shall be sent to each eligible voting member by email fourteen (14) days, (two weeks), prior to the meeting.
Section 10.2 Executive Board Meetings – The offices and directors will meet at such times as the Executive Board may determine is needed to conduct CLUB business. A minimum of four (4) Executive Board meetings shall be held per year. Board members will be notified of meetings by email. Notice of Executive Board meetings will be posted on the club web site for general club member attention.
Section 10.3 Special meetings – Special or emergency meetings of the CLUB or Executive Board may be called by the President. A special meeting can only address the subject for which the meeting is being held. Notice of the date, time, location and purpose of the meeting shall be conveyed to the members of the CLUB or Executive Board at least two days (48 hours) in advance of the proposed meeting.
Section 10.4 All meetings of Skylands Cycling will be conducted in accordance with Roberts Rules of Order
ARTICLE 11 CODE OF ETHICS AND CONDUCT (adopted from by-laws of the NJBA)
The Executive Board shall enact and enforce a code of conduct and ethics which;
1 – Ensures that any conflicts of interest or the appearance thereof are avoided or appropriately managed through disclosure, remediation or other means
2. - Ensures that the Club conducts all transactions and dealings with integrity and honesty.
3. – Ensures that the Club promotes working relationships with its members, other volunteers, event participants and community partnerships that are based on mutual respect, fairness and openness.
4. – Ensures that policies of the Club are in writing, clearly articulated and officially adopted.
5. – Ensures that the resources of the Club are responsibly and prudently managed
6. - Ensures that the Club has the capacity to carry out its programs effectively.
7. – Ensures that the business of the Club will be carried out according to the by-laws
8. – Ensures that officers of the Club do not use their position within the Club to obtain any benefit that would not otherwise be available to any other member.
ARTICLE 12 Amendments to these By-Laws
The By-Laws of the Skylands Cycling Club may be amended, repealed or added to or new By- Laws may be adopted by a two thirds (2/3) vote of eligible members present after proposed changes have been reviewed by the Executive Board. Any proposed amendments must be sent to all active members thirty (30) days before the meeting at which the vote is to be taken.
ARTICLE 13 Dissolution Clause
In the event of the dissolution of Skylands Cycling all assets acquired will be disbursed according to the Laws of the State of New Jersey.
ARTICLE 14 Repeal and Saving Clause
These By-Laws supersede and replace all earlier by-laws and amendments recorded and those prior are hereby revoked and annulled.
By-Laws Amended
President: Mike Adsit
Secretary: Eileen Griffiths
Witness: Board (quorum present)