|By-Laws of the CRBC|
ARTICLE I - NAME
The name of this organization shall be the Centre Region Bicycle Coalition.
ARTICLE II - MISSION
The Centre Region Bicycle Coalition (CRBC) is an educational and resource organization that promotes bicycling for safe transportation, recreation, fitness and health.
ARTICLE III - OBJECTIVES
B. Health and Safety
C. Bicycle parking and amenities.
D. Liaison with government agencies.
E. Mass transit
ARTICLE IV - PRINCIPAL OFFICE
The principal office of the Centre Region Bicycle Coalition (CRBC) shall be located at the residence of its duly elected president, or at the residence of the president's successor, or at such other place that may be designated by the Executive Council.
ARTICLE V - MEMBERSHIP
Section 1. Eligibility.
Any person, organization or business supporting the above objectives is eligible to apply for membership.
Section 2. Membership Categories.
A. Regular Membership: Open to all persons.
B. Organizational Membership.
C. Business Membership.
D. Honorary Membership: Awarded to an individual whose contribution to cycling has been outstanding. Honorary Membership may be granted by two-fifths (2/5) vote of those attending a legally constituted CRBC meeting.
Section 3. Membership Terms.
The membership year shall be twelve (12) calendar months. Membership shall automatically lapse for non-payment of renewal dues, terminating member rights, privileges and services, unless an exception is made by majority vote of the Executive Council.
Section 4. Resignations.
Any member may resign by addressing a letter of resignation to the Secretary of CRBC. Each member's resignation shall become effective upon receipt of such notice by the Secretary and all CRBC privileges, responsibilities and rights of such member shall terminate as of that date.
Section 5. Dues.
A. Annual dues for regular, organizational and business members shall be determined from time to time by the Executive Council with notice on the website. Honorary members shall be exempt from payment of dues. Renewal dues shall be payable on January 1st of each year after joining CRBC.
B. Organizational membership dues requirements may be waived for organizations that otherwise have met CRBC By-Law membership requirements when they:
D. Organizational and Business members in good standing may publicize their membership and support for CRBC, subject to approval of the CRBC Executive Council. Suggested language: "(name) is a supporting member of the “Centre Region Bicycle Coalition" or "(name) is a supporting member of the “Centre Region Bicycle Coalition" or "(name), has supported the CRBC since (date of first continuous to date membership)".
E. Organizational and Business members names may be published on the CRBC website and may be listed as supporting members in other displays or publications of the CRBC subject to approval of the organization to be listed.
Section 6. Privileges of Members.
All Members in good standing shall be entitled to, but are not limited to: 1) participate in the consensus process at all CRBC meetings; 2) all privileges of the CRBC; 3) contribute to discussions at General and Executive Council meetings; and 4) participate in all elections of Officers and Executive Council members.
ARTICLE VI – EXECUTIVE COUNCIL AND OFFICERS
Section 1. General Statements.
A. Subject to any limitations in the Article of Incorporation of these Bylaws and the laws of the Commonwealth of Pennsylvania, all corporation powers shall be exercised by, and business and affairs of the corporation and CRBC shall be controlled by the Executive Council.
B. Without limiting or detracting from the foregoing general power, the Executive Council shall have the power to appoint and remove all officers and non-officer Executive Council members and prescribe their duties and to make rules and regulations not inconsistent with these Bylaws and/or the laws of the Commonwealth of Pennsylvania.
C. The Executive Council shall consist of the four (4) elected officers of the CRBC for the current year and five (5) additional members representing a balance of at-large and organization member representatives as determined by the Executive Council. The total number of Executive Council members can be changed to reflect changing needs by two-thirds (2/3) vote of the entire Executive Council.
Section 2. Election of Officers and Executive Council Members.
A. Election: Two months before the regular annual meeting, the Executive Council will appoint a committee whose responsibility is to develop a slate of Officer and Executive Council candidates. This slate shall be presented at the annual meeting, at which time additional nominations will be accepted from the floor. If there are no contested positions, the slate of candidates can be accepted by majority voice vote of present members in good standing. If there are contested positions, all members in good standing may vote by secret ballot. The candidates receiving the most votes will be elected to the available positions. If a tie occurs for the last Executive Council position, a second ballot of the tied candidates will then be offered at the same meeting. If the members in good standing at the annual meeting do not constitute a quorum, the election of Officers and Executive Council Members will be rescheduled to the next general meeting until a quorum is present.
B. Term of Office: All Officers shall serve for a term of one year or until their successor assumes the duties of office, whichever is later.
Section 3. Duties of Officers.
A. President: The President shall serve as Chief Executive and shall preside at all meetings of the membership and the Executive Council. The President shall report to and advise the Executive Council on all significant matters of business, and shall see that all orders and resolutions of the Executive Council are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the coalition between meetings of the Executive Council within the boundaries and purposes established by the Executive Council. The President shall be responsible for implementing any policies adopted by the Executive Council, and shall have such other powers and duties as may be prescribed by the Executive Council or by the general membership.
B. Vice President: In the absence or disability of the President, the Vice President shall perform all duties of the President, and when so acting shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive Council or the President or the general membership.
C. Secretary: The Secretary shall keep or cause to be kept, at the principal executive office or at such other place as the Executive Council may direct, a book of minutes of all meetings and actions of the Officers, Councils and members with the time and place of holding the regular or special meetings, and if special, how authorized, the notice given, the names of those present at such meetings and the number of members present or represented at members' meetings and the agendas of such meetings. The Secretary shall keep or cause to be kept at the principal executive office as determined by the resolution of the Executive Council, a record of the coalition's members, showing the names and addresses of all members. The Secretary shall give or cause to be given, notice of all meetings of the members and of the Executive Council required by the Bylaws to be given.
D. Treasurer: The Treasurer shall be the chief financial officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings and other matters customarily included in financial statements. The books of account shall be open to inspection by any Executive Council member at all reasonable times. The Treasurer shall deposit all monies and all valuables in the name and to the credit of the Coalition with such depositories as may be designated by the Executive Council. The Treasurer shall disburse the funds of the Coalition as may be ordered by the Executive Council. The Treasurer shall render to the President and Officers, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the CRBC, and he or she shall have other powers and perform such other duties that may be presented by the Executive Council or the general membership.
Section 4. Terms:
All Officers and Executive Council members shall serve for a term of one year. Officers and Executive Council members may be re-elected.
Section 5. Absence:
An Executive Council member may appoint an alternate in her/his absence for a term of up to six months per year. Alternates need to meet the requirements of Executive Council membership and shall have full consensus and voting rights only with the written authorization of their appointing Council member. An alternate member shall be subject to the rules of the Council and may vote only while the elected member is absent.
Section 6. Resignation:
A Council member automatically resigns if s/he: a) moves out of Centre County; b) is no longer a CRBC member; or c) misses two (2) consecutive Council meetings, without appointing an alternate.
Section 7. Succession of Officers and Executive Council Members.
In the event of an officer or Executive Council member's death, resignation, disability, or disqualification, other than the President's, the Executive Council shall appoint a successor. The Vice President shall automatically succeed the President.
ARTICLE VII SPECIAL POSITIONS
Section 1. Creation.
The Executive Council can create and abolish special CRBC positions as needed by two-thirds (2/3) vote of the Executive Council.
Section 2. Assigning Positions.
Holders of special positions will be appointed by, and serve at the discretion of, the Executive Council. Special positions may be held by general members or Executive Council members as deemed appropriate by the Executive Council. All decisions on staffing a special position is by two-thirds (2/3) vote of the entire Executive Council.
Section 3. Standing Special Positions:
Webmaster: The Webmaster has the critical duty of maintaining the CRBC website, the most prominent public face of CRBC. In performing this duty, the Webmaster has authority to make appropriate changes to website content and format. The Webmaster also has the responsibility to ensure that content on the CRBC website is in keeping with stated CRBC goals and positions on issues. When in doubt the Webmaster will seek input from the Executive Council before posting content to the CRBC website. Content may be removed from the website if deemed inappropriate by a simple majority vote of the Executive Council.
ARTICLE VIII - COMMITTEES
Committees shall be formed and disbanded by a majority vote of the Executive Council. Any member in good standing is eligible to join a committee. Upon creating a committee, the Executive Council shall appoint a committee chair or direct the committee members to elect the committee chair by majority vote. The President, or his or her appointed representative, shall be an ex-officio member of all committees.
ARTICLE IX - MEETINGS OF MEMBERS
Section 1. General Meetings.
The general meetings shall be held at such time and place as the Executive Council shall determine after due consideration of the convenience of the members, with a minimum of eight (8) meetings per year.
Section 2. Notice of Meetings.
A notice with the time, place, date and purpose of any meeting of the membership shall be included in the CRBC Newsletter, distributed via the e-mail listserve and posted on the coalition website.
Section 3. Quorum.
Nine (9) members in good standing shall constitute a quorum.
ARTICLE X - MEETINGS OF THE EXECUTIVE COUNCIL
Section 1. Executive Council Meetings.
Meetings of the Executive Council shall be held quarterly; the time and place to be determined by the President. Executive Council meetings are open to all CRBC members in good standing at the discretion of the Executive Council.
Section 2. Special Meetings.
Special meetings of the Executive Council may be called by the President or by a majority of the Executive Council members at such time and place as may be designated.
Section 3. E-Meetings:
Discussions and votes regarding time sensitive Executive Council business may be conducted through email correspondence. Voting will be open for a reasonable and specified amount of time based on the time constraints of the business.
Section 4. Quorum.
A simple majority of Executive Council members shall constitute a quorum.
Section 5. Majority.
A majority vote of the entire Executive Council shall decide all matters unless otherwise provided for in these Bylaws.
ARTICLE XI - BOOKS, RECORDS AND REPORTS
Section 1. Funds.
All monies paid to the Coalition shall be placed in a general operating fund, or in other special funds as approved by the Executive Council.
Section 2. Disbursements.
Each disbursement shall be made by check signed by the treasurer or, in the absence of the treasurer, by the President, the Vice President, or Secretary, in that order.
Section 3. Fiscal Year.
The accounting year of the Coalition shall end on December 31.
Section 4. Budget.
As soon as possible after election of an incoming Executive Council and Officers, the Budget Council shall compile a budget of estimated expenses for the coming year. After the Executive Council has been seated, the Budget committee shall submit such budget to the Executive Council for approval.
Section 5. Bonding.
The Officers and such other persons as the Executive Council may designate may be bonded by a fidelity bond in an amount set by the Executive Council and paid for by the corporation.
Section 6. Annual Audit and Report to Members.
A. Each year, each member may request a copy of the most recent annual financial report and shall be promptly sent to any member who sends a written request for the report.
B. Not later than 120 days after the close of the fiscal year on December 31, this corporation shall prepare an annual financial report containing (i) a balance sheet as of the end of the fiscal year, (ii) an income statement for the fiscal year, and (iii) the information required by section C. below. The report shall be accompanied by (i) any report on it by an independent accountant or if there is no such report, (ii) the certificate of an authorized officer of the corporation that the statement was prepared without audit from the books and records of the corporation.
C. Within 120 days after the close of the fiscal year, this corporation shall prepare and give to each member a statement of any transaction with the corporation in which any Director or Officer had a direct or indirect material financial interest.
D. The statement in subsection C. shall be given to each member in the manner provided for giving notice to meetings to members.
Section 7. Inspection of Records by Executive Council.
Every member of the Executive Council has the absolute right at any reasonable time to inspect all books, records and documents of any kind and the physical properties of the corporation.
Section 8. Maintenance and Inspection of Record Members.
The corporation shall keep in its principal offices a record of its members containing their names and addresses and the class of membership held by each ("the membership list"). A member of the Coalition may either (i) inspect and copy the membership list at reasonable times, by making a written demand stating the purpose for which the inspection is to be made, or (ii) obtain from the Secretary, by written demand and payment of a reasonable charge, the membership list of the members entitled to vote for Officers, as of the most recent record date for which the list has been compiled, or as of a date specified by the members subsequent to the date of demand. The latter demand must state the purpose for which the list is requested. Within 10 business days after receipt of the latter demand or after the subsequent date specified in the demand, if reasonable charge has been paid, the Secretary shall deliver the membership list to the requesting member.
Section 9. Maintenance and Inspection of Articles and Bylaws.
A copy of the CRBC Articles of Incorporation and Bylaws as amended to date, shall be maintained at the principal office of the CRBC and shall be open to inspection by any member at all reasonable times.
Section 10. Maintenance and Inspection of Other CRBC Records.
The CRBC books and records of account and minutes of the proceedings of its members, Executive Council, and committees of the CRBC shall be kept at the principal office of the CRBC, or at a location that is designated by the Executive Council. The minutes shall be kept in written form and the books and records of account shall be kept either in written form or in any other form capable of being converted into written form. The minutes and books and records of account shall be open for inspection upon written request (demand) of any member at any reasonable time, for a purpose reasonably related to the member's interest as a member.
Section 11. Who May Inspect.
Any right of inspection by a Director or member stated in these Bylaws includes the right to copy and to make extracts of the records inspected and to inspect in person. Any record requested for inspection shall be made available in written form, on reasonable notice if not maintained in written form.
ARTICLE XII - DISSOLUTION
CRBC shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Coalition. On dissolution of the Coalition, any funds remaining shall be distributed to one or more non-profit organizations to be selected by the Executive Council.
ARTICLE XIII - PARLIAMENTARY AUTHORITY
The current edition of Robert's Rules of Order shall be the source of authority in all questions of parliamentary procedure as long as such rules are consistent with the Articles of Incorporation and Bylaws of the CRBC.
ARTICLE XIV - AMENDMENTS
These Bylaws may be amended or altered by a Three-Fourths (3/4) vote of the Executive Council or by a majority of the members at any regular or special meeting, providing the notice for the members includes the proposals for amendments. Any proposed amendment or alteration shall be submitted to the Executive Council or the membership, as the case may be, in writing, at least ten days before the meeting at which they are to be acted upon.