San Angelo Bicycling Association

BYLAWS OF 

THE SAN ANGELO BICYCLING ASSOCIATION

Article I - Name

The name of this organization shall be San Angelo Bicycling Association (formerly known as Concho Valley Wheelmen Bicycle Club). The San Angelo Bicycling Association will hereinafter be referred to as "SABA".

Article II - Purpose

The purpose of SABA is to promote bicycling in the Concho Valley region.

Article III – Membership

Section 1. Membership Categories

A. Individual - any individual, 18 years of age or older.

B. Family - includes at least one member who is 18 years of age or older and all related persons residing at the same address, including minors and other adults.

Section 2. Dues

A. Dues are payable annually by January 1 for the next year.

B. Dues paid after January 1st but before December 31st shall not be prorated.

C. Annual dues amounts for each membership category shall be determined by a majority vote of the membership who is entitled to vote and who is in attendance at the Annual Membership Meeting.

Section 3. Votes

A. Individual members shall have one (1) vote per individual membership.

B. Family membership entitles the family unit to one (1) vote per family membership.

E. Each member entitled to vote must cast his or her vote; proxy votes are not permitted.

Article IV. Club operations

A.    The club activities and operations are determined by club membership. Motions are presented and voted upon by club members.  

B.    The Board has the obligation and duty to over-rule motions that are unethical, immoral, or a detriment to the club operations. To veto such actions requires the unanimous consent of the board.

C.    Approved valid motions are carried out by the Board of Directors in conjunction with the club members.

Article V - Board of Directors

Section 1. Membership of the Board of Directors

A. The facilitating body of this organization shall be the Board of Directors which shall consist of five (5) elected officers.

B. The elected officers shall be President, Vice President, Secretary, Treasurer, and Member-At-Large.

C. Any SABA member eligible to vote at the Annual Membership Meeting shall be eligible to be elected to membership on the Board of Directors unless otherwise restricted by these bylaws.

D. Members of the Board of Directors shall be elected by the membership at the Annual

Membership Meeting, shall assume the duties of the office the following January 1, and shall serve for one year or until an officer’s successor is elected.

E. Members of the Board of Directors may be re-elected to serve in the same office or as Member-at-Large but may not serve more than three (3) years in the same position.

F. Members of the Board of Directors may serve no more than three (3) consecutive years in any elected position and shall wait one (1) year before being eligible to be elected to Board membership.

G. No member of the Board of Directors may hold more than one position on the Board of Directors. An exception may be made if there is no one nominated/willing to serve in a position. At such time, an officer may hold two positions except as President and Secretary. Each member of the Board of Directors shall have one vote. An officer holding two positions shall have one vote. President is to vote to break a tie.

H. Members of the Board must maintain club membership to retain office.

I. The purpose of the Board is to facilitate club functions and to ensure the decisions of the club membership are carried out in a timely manner.

Section 2 - Duties of the Board of Directors

A. President

1. The President shall be the presiding officer for all meetings of the Board of Directors, the Annual Membership meeting, and for all other such meetings as shall be scheduled from time to time.

2. The President is the official spokesperson for SABA.

3. The President shall function as the chief executive for the organization and facilitate the general activities of the club, including signing all contracts.

4. The President shall establish committees with committee chairmen, elected by members, to carry out the activities voted upon by the members; appointment of an eligible member to fill any vacancy in any position (except President).

5. The President is responsible to ensure that all official forms as required by the Office of the Texas Secretary of State to maintain status as a registered organization as well as the required annual Internal Revenue Service form to maintain non-profit status are submitted in a timely fashion.

B. Vice President

6. The Vice President shall assume the duties of the President if the President is unable or unwilling to function as President. In the event of a vacancy in the office of President, the Vice President shall become the President for the remainder of the term.

7. The Vice President shall serve as Chairman of the Activity Committee and perform other such duties as assigned. The Vice President shall serve on other committees as assigned or elected.

C. Secretary

8. The Secretary shall record and keep on file all deliberations and actions of all meetings

(called and regularly scheduled) of the Board of Directors, Annual Membership, and other such meetings as shall be scheduled from time to time.

D. Treasurer

9. The Treasurer shall have responsibility for all financial matters of the organization.

10. The Treasurer shall present a report of the financial position of the organization at the Annual Membership Meeting and at other times as requested by the Board of Directors.

11. The Treasurer shall be a member of the Finance Committee.

12. The Treasurer shall be the signatory for all checks. Checks over $250 requires membership approval and authorization stated in the meeting minutes.

13. The Treasurer shall prepare the end of the year financial statement, balance and complete the accounts, and prepare the required IRS filing for the out-going Treasurer’s term of office. 

E. Board Member-at-Large

13. The At-Large Member of the Board shall represent the general membership at all meetings and assist other Board members in establishing agendas.

14. The At-Large Member of the Board may temporarily fulfill the duties of any officer, except President, should a vacancy occur until such time as the President shall appoint an approved replacement.

15. The At-Large Member of the Board shall perform other such duties as assigned.

F. New Officer Transitions

16. During the interim between the elections and new officer assumption of duties, the out-going officer(s) shall provide sufficient briefings and/or training to the officer(s)-elect to insure a smooth transition of club duties.

17. Each out-going officer shall turn over all files, papers, materials, keys, and equipment belonging pertaining to the club to his/her successor by January 1 of the end of the term. The out-going Treasurer may retain sufficient records or copy of records to file the required IRS forms. Proof of filing shall be provided the new Treasurer by the end of May of the following year.

18. Failure of out-going officers to comply with the above shall result in the barring of membership for a minimum of one year and banning the holding of a club office for a period of five years.

Article VI - Annual Membership Meeting

Section 1 - The membership of SABA shall meet annually for the purpose of:

A. Electing members of the Board of Directors whose term of office will begin January 1. The election of new officers shall be in a timely manner in October or no later than November to allow a smooth transition;

B. Receiving reports of the previous year's activities, including the current financial position of SABA;

C. Amend SABA Bylaws as needed; and

D. Conducting other such business as is required by the organization.

Section 2 - Membership and Quorum

A. The membership year shall start on January 1st and end on December 31st.

B. Every member who has paid dues and is in good standing shall be eligible to vote at the Annual Meeting and shall be eligible to be elected to office, except as restricted by these Bylaws.

C. The Treasurer shall prepare a list of all members and this list shall determine who is eligible to vote at the meeting.

D. A quorum for the Annual Membership Meeting shall consist of one quarter of the members eligible to vote (25%) and at least three (3) of the members of the Board of Directors.

Section 3 - Notice

Notice of the date, time, and location of the Annual Membership Meeting shall be made public and available to the members no later than 30 days nor more than 60 days prior to the meeting date. Timely publication on the SABA website shall constitute public notice.

Section 4 - Other Meetings

The organization may conduct other meetings monthly or from time to time as needed but not less than quarterly provided that 10 days' notice is given for such meetings.

A meeting will be called when there is a proposal that would require an expenditure of more than $250 either in bulk or payments spread over the year. If the expenditure is an emergency, the 10 day notice is suspended and at least three day notice shall be given.   

Quorum for meetings other than the Annual Meeting shall be the members attending provided the required 10 days’ notice has been given to the club members.

Quorum for an emergency meeting shall be the members attending provided the required minimum of 3 days’ notice has been given to the club members.

Article VII - Bylaws and Parliamentary Authority

Section 1 - Bylaws

A. The Bylaws shall be reviewed annually. Proposed amendments to these bylaws shall be submitted in writing to a Bylaw Committee no later than 60 days prior to the scheduled Annual Membership Meeting.

B. Proposed amendments shall be made public and available to the members no later than 30 days prior to the meeting date. Timely publication on the SABA website shall constitute public notice.

C. Motions to amend the Bylaws from members at a called meeting may be approved providing one quarter of the members eligible to vote (25%) and at least three (3) of the members of the Board of Directors are present at the meeting.

Section 2 - Parliamentary Authority

The Parliamentary Authority of SABA shall be the latest edition of Robert's Rules of Order, Newly Revised (RRONR) except where in conflict with these Bylaws in which case the Bylaws of SABA shall prevail.

Article VIII - Dissolution of Organization

In the event of a vote of the majority of the membership to dissolve SABA, all assets of the organization shall be distributed to another bicycling-related non-profit organization in accordance with the statutes of the State of Texas.

Adopted and approved this date: ________________________

___________________

Secretary

___________________

President

Administrative notes to Bylaws:

Charter: The club was chartered as a 501 ( c ) ( 3 ) corporation by the State of Texas July 7, 1986.

Bylaws: The Concho Valley Wheelmen Bicycle Club bylaws were adopted on or about May 1987.

Nonprofit Status: The Concho Valley Wheelmen Bicycle Club was changed from a 501c3 nonprofit organization and recognized as exempt under section 501 ( c ) ( 7 ) of the Internal Revenue Code in a determination letter issued in June 1989.

Tax exemption status: The Texas Tax Code provides an exemption from franchise tax only to: “Nonprofit corporations with an exemption from IRS under IRC Section 501 ( c ) (5), (6) or (7)”.