Athens-Clarke Safe Cycling Association, Incorporated
The following are the bylaws of Athens-Clarke Safe Cycling Association, Incorporated (referred to herein as “BikeAthens”), as amended August 6, 2014.
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 9 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 the majority of sitting Board of Directors. 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-Clarke Safe Cycling Association, Inc.