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Major Taylor Cycling Club of Dayton Bylaws: TABLE OF CONTENTS - PURPOSE
MEMBERSHIP
FUNDS, FINANCES, AND PROPERTY ELECTION OF OFFICERS MEETINGS DUES ORDER OF BUSINESS DUTIES OF OFFICERS POWERS INDEMNIFICATION AMENDMENTS PURPOSE The Major Taylor Cycling Club of Dayton (MTCCD) is a Non-Profit Organization whose purpose is to promote cycling to novice, intermediate, and advanced riders, focusing on skill development, safety, physical fitness, and training. ARTICLE I MEMBERSHIP Section 1--Qualifications Any person 18 years of age or older who pays annual dues shall be considered a member of the Club. Membership is open to all interested in bicycling without regard to race, creed, sex, national origin or religious preference. All applications for membership must be made in writing. ARTICLE II
FUNDS, FINANCES, AND PROPERTY - REVENUE OF THE ORGANIZATION Section 1 The revenue earned by the organization including membership dues shall be deposited in a bank of good standing, in the name of the Mayor Taylor Cycling Club of Dayton, subject to the draft of the Treasurer or President. No sum of money exceeding the budgeted amount of officer or committee may be withdrawn from the treasury except when approved by the Board of Directors. Section 2 At the December meeting each year, the President shall appoint a three-person committee to audit the books and accounts of the Club for the previous 12 month period; such committee shall prepare a written audit report to the Board at the March meeting. Section 3 No later than the January 31st of each year, the President shall explain and present for approval a proposed operating Budget prepared by the other members of the Board of Directors under the direction of the President. The Board is authorized to adjust the subsequent operating budget commensurate with increases or decreases in Club revenues. Section 4 No part of the organization’s finances can be used to benefit any person having a personal and private interest in the activities of the organization. Section 5 Upon dissolution of the Club, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities and /or financial commitments of the Club, dispose of all of the assets of the Club in such manner as the Board of Directors shall determine, however, the distribution of such assets shall not be made until the majority of active and paid members have voted their approval. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas in the county in which the principal office of the Club is then located, exclusively for such purposes or such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE III ELECTION OF OFFICERS Beginning November 1, 2008, the nomination of the elected officials shall be made at the December meeting. Nominations also will be accepted from the floor at this meeting. The Nominating Committee’s ballot, with write-in space, will be e-mailed to all members by November 1. Said ballots are to be marked and received not later than November 15, in a sealed envelope with voter’s name, signature and Club number on the envelope. The Nominating Committee shall function as the Board of Elections to verify membership and to certify the results of the election. ARTICLE IV MEETINGS Section 1 Membership meeting and Meetings of the Board of Directors shall be held quarterly. A quorum for meetings of the Board of Directors shall consist of no less than a majority of the Board members. Where one person has been elected and/or appointed to more than one Board position, the quorum is based on the number of persons present and not the number of positions present. In no case shall any one person be entitled to more than one vote and in the case of that person occupying more than one position holds the office of President, then that person will be entitled only to vote according to the provision as outlined in Roberts’ Rules of Order. Section 2 Special meetings may be called by the President at any time. He/she shall also call special meetings upon the written application of 10 Club members. The call shall state the nature of the business to be transacted, and no other business shall be attended to at such meetings. If the meeting is to be a meeting of record, the membership shall be notified of said meeting at least 15 days in advance. Section 3 In the absence of the President and Vice Presidents, the Board members present at a meeting shall elect a President Pro Tem. The President Pro Tem shall perform such duties as the office may require. ARTICLE V
DUES Section 1 The annual dues of members will become due and payable January 1st of each year. A change in membership dues can be made at any meeting at which a quorum of the membership is present at the meeting. Notification of proposed changes in membership dues shall be mailed and/or e-mailed to all members at least 15 days before the voting meeting. ARTICLE VI ORDER OF BUSINESS Section 1 The order of business at meetings shall be as follows: 1. Call to order 2. Review of minutes of previous meeting 3. Reports of officers 4. Reports of committees 5. Unfinished business 6. New business 7. Adjournment ARTICLE VII
DUTIES OF OFFICERS Section 1 President The President, as chairman of the Board, shall be responsible for the Club’s general management and shall oversee the affairs of the Club. The President shall preside at all meetings, shall have power to fill any vacancy that may occur on the Board of Directors, shall select five members to serve on the nominating committee annually, shall select members to serve on the safety and maintenance committee, and shall perform such other duties as this office may require. Section 2 Vice Presidents First Vice President shall preside in the absence of the President. In the event of the death, resignation or removal of the President, the First Vice President shall assume the duties of such office. Shall work with and assist the event coordinator. Second Vice President shall preside in the absence of the President and the First Vice President. In the event of the death, resignation or removal of the President and the First Vice President, the Second Vice President shall assume the duties of President. Shall work with and assist the ride coordinator. Section 3 Secretary The Secretary shall record and maintain the minutes of the meetings of the Club. It shall be the responsibility of the Secretary to furnish a copy of the Bylaws to the members of the Club upon request. The Secretary will maintain a separate file of policy decisions and will add to the file as policy statements are established. Section 4 Treasure The Treasurer shall receive all moneys, pay all bills upon receiving proper approval and maintain proper financial records, according to accepted accounting practices. Section 5 Event coordinator The Event Coordinator shall, under the direction of the Board, make and have charge of all arrangements for events of the Club. He/she shall give an event status report at each meeting of the Board Section 6 Ride Coordinator The Ride Coordinator shall, under the direction of the Board, make and have charge of scheduling club rides, and responsible for strength and conditioning program for members, and shall prepare notices and reports to the membership regarding rides and clinics. Section 7 Marketing Coordinator The Marketing Coordinator shall be responsible for the preparation and publication Club events and information. Section 8 Membership Coordinator The Membership Coordinator shall be responsible for the promotion of the Major Taylor Cycling Club of Dayton, for the development, distribution and processing of Club membership applications, and for the maintenance of all membership records. ARTICLE VIII
POWERS The Club shall have such powers as are now or may hereafter be granted under the Non-Profit Corporation Law of the State of Ohio, so long as the exercise of such powers are activities permitted to a corporation qualifying under Section 501 (c) (7) of the Internal Revenue Code of 1954, and are conducted for the purposed set forth herein and in the Articles of Incorporation: To the extent not inconsistent with the above, the Club shall have the power to: (a) Solicit, collect, receive, acquire, hold and invest money and property both real and personal, received by gift, bequest, devise, grant, purchase, exchange, lease, transfer, judicial order or decree, or otherwise both real and personal, of whatever kind and description and wherever situate, absolutely or in trust, to carry out the purposes of the Club as directed by the Board of Directors; (b) Invest and reinvest any assets of the Club and collect income therefrom; (c) Arbitrate, defend, enforce, release, compromise, or otherwise sell any claim of or against the Club. (d) Make any division or distribution of the assets or income of the Club in furtherance of its purposes as directed by the Board of Directors; (e) Control, maintain and improve, lease for any term, rent, exchange, sell, convey, or transfer at public or private sale all or any part of the real or personal property of the Club; (f) Execute and deliver proper instruments of conveyance and transfer; (g) For proper corporate purposes, borrow money and issue bonds, notes or other instruments as evidence of debt and to secure the same by the assignment, pledge, or mortgage of corporate property; (h) Execute and deliver proxies and powers of attorney and such other instruments as are incidental to the holding, controlling, and (i) Hold assets in the name of a nominee or in bearer form, in its own name or as Trustee; (j) Make divisions and distributions of corporate property in cash or in kind, or partially in cash and partially in kind from current income or from principal, as shall be directed by the Board of Directors in pursuance of the Club purpose; (k) Employ and reasonably compensate such individuals and entities as may be needed to carry out the purposes of the Club. ARTICLE IX
INDEMNIFICATION The Club shall indemnify any officer, director, or employee of the Club against any cost or expense (including amounts paid in settlement) reasonably incurred by him/her in connection with the settlement or defense of any actions, suit or proceeding to which he/she is made a party by reason of his/her being or having been an officer, director, or employee of the Club (whether or not he/she is an officer, director, or employee at the time of incurring such costs and expenses); provided, however, that no person shall be entitled to such indemnification if the action, suit or proceedings determine that he/she has been guilty of gross neglect or willful misconduct in the performance of his/her duties, or in the event a final adjudication is not made in such action, suit or proceeding, if the Board of Directors of the Club specifically consider the matter and reasonably determine that such person is guilty of gross neglect or willful misconduct in the performance of his/her duties. The foregoing rights of indemnification shall not be exclusive of any other rights to which any officer, director, or employee may be entitled as a matter of law. ARTICLE X AMENDMENTS Amendments to the Bylaws may be proposed by a member of the Board of Directors at any regular meeting. Upon agreement by a majority vote of the Board of Directors, notification of proposed Bylaw amendments will be mailed to all members at least 15 days prior to proposed action. Amendments to the Bylaws will be ratified by the Board of Directors at a regular meeting by a two-thirds majority vote.
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