BYLAWS OF THE SPRINGFIELD BICYCLE CLUB
January 1, 2021
ARTICLE I – Name and Purpose
The name of this organization shall be the SPRINGFIELD BICYCLE CLUB (the Club), a not-for-profit organization. The Club is a social club whose members participate in and promote recreational bicycling.
Section 1. Qualifications
a. Any party interested in supporting the purpose of the Club, and who agrees to be bound by the Club’s articles of incorporation, bylaws, rules, and regulations, will, upon payment of dues, become a Member. Membership in the Club is not transferable or assignable.
b. Persons under 18 years of age must have written consent from their parents or legal guardian before they can be accepted into the Club.
Section 2. Membership Categories and Dues
The Board of Directors shall determine the form and way application may be made for membership and the amount of the annual dues payable by the members.
Section 3. Period of Membership
The Period of Membership begins when the Club dues are paid.
Section 4. Privileges of Membership
The privilege of speaking from the floor shall be extended to any voting Member at any Membership or Board Meeting. Note that Voting on Club matters and speaking at Board meetings is reserved to Individual members and Primary members of Family memberships.
Section 5. Termination of Membership
A Member may resign at any time. No part of any dues shall be refunded to a resigning Member.
ARTICLE III—Board of Directors
Section 1. Composition
The Board of Directors shall consist of Directors who must be members of the Club. A Director (also known as a Board Member) may hold one or more of the positions described in Article IV, Section 1.
Section 2. Meeting of the Board of Directors
A Meeting of the Board of Directors (also referred to as the “Board”) may be called by any Director upon advance notice to each Director. One-half of the Board shall constitute a quorum.
Section 3. Authority
a. Except as otherwise provided in the articles of incorporation or by statute, the powers of the Club shall be exercised by the Board and its affairs conducted by the Board, including but not limited to, programming, policy, and financial decisions on behalf of the Club. Each Director present at a Meeting of the Board shall have one vote, and any decision shall require a majority vote of the Directors present. Meetings of the Board may be conducted online or virtually. No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all Board Members consent in writing to such action, and such written consent is filed with the minutes of the proceedings of the Board. Such written consent may be given online or virtually, provided that a record of such consent may be preserved.
b. No committee or Director shall incur any expenses beyond the line items in the approved Annual Budget without the consent of the Board of Directors, nor may any member commit or bind the Club to any contracts or obligations without the express approval of the Board of Directors.
c. The fiscal year of the Club shall be January 1-December 31.
Section 4. Reports to the Membership
Decisions made by the Board of Directors shall be reported to the full members, on the Club’s website or by other means as determined by the Board.
ARTICLE IV— Directors
The Officers of this club shall be a President, a Vice President, a Treasurer, a Secretary, a Membership Director, a Marketing Director (Web & Social Media), a Special Events & Projects Director, a Legislation & Education Director, a Records Keeper Director, a Ride Incentive Director, a Social Director, and four at-large Directors. The President and Vice President shall not be the same person. Individuals holding multiple positions shall only have one vote at Board of Director Meetings.
a. President. The President shall
1. Notify the Membership of meetings and notify the Board of Directors of meetings.
2. Preside at Membership meetings and at Meetings of the Board of Directors.
3. Produce agendas for upcoming meetings or delegate this task to another board member.
4. Manage Club correspondence and affiliations with other parties or so designate.
b. Vice President. The Vice President shall
1. Preside at Member and Board meetings in absence of the President. If the Vice President cannot preside, the President shall designate an interim.
2. Develop monthly ride schedule and coordinate with Marketing Director for distribution.
3. Conduct “Developing Ride Leader” seminars.
c. Treasurer. The Treasurer shall
1. Prepare an Annual Budget for the calendar year for approval by the Board of Directors
2. Maintain the financial records of the Club.
3. Manage the monetary assets of the Club as directed by the Board of Directors.
4. Provide monthly financial reports to the Club and other financial reports as requested by the Board of Directors.
d. Secretary. The Secretary or designee shall
1. Prepare and maintain records of Membership Meetings and Meetings of the Board of Directors.
2. Inform the Membership as necessary of actions taken at any meetings of the Membership and the Board of Directors.
3. Maintain the official minutes of the Club.
e. Membership Director. The Membership Director shall
1. Maintain the Club’s Membership roll and ensure any Membership dues are deposited in a timely manner.
2. Take lead in projects related to continuing or growing club membership.
f. Marketing Director (Website & Social Media). The Marketing Director(s) shall
1. Gather information related to the purpose of the Club.
2. Prepare and distribute to the Membership, in a timely manner, information related to the purpose and activities of the Club, via the Club website and social media, including Facebook. The website shall include, after Board of Directors approval, minutes of Membership and Board meetings.
3. Provide for the website the means for accepting on-line payments for Membership fees, activities fees, Club authorized merchandise, and other moneys as necessary designated by the Board of Directors.
g. Special Events & Projects Director. The Special Events & Projects Director shall
1. Coordinate annual and other events to promote bicycling in Springfield
2. Serve as liaison to promote projects that bolster and augment the mandates of the club.
h. Legislation & Education Director. The Legislation & Education Director shall
1. Serve as the liaison between the Club, the Springfield Bicycle Advisory Council, the Springfield Park District and Sangamon County.
2. Coordinate bicycling educational programs and serve as a clearinghouse to distribute information as needed.
i. Mileage Director. The Mileage Director shall
1. Keep records of each Member’s Club mileage according to rules determined by Board of Directors.
2. With the assistance of the Ride Incentive Director, provide names for annual awards distribution.
j. Ride Incentive Director. The Ride Incentive Director shall
1. Provide Board of Directors candidates for selection of monthly Ride of the Month, Ride Leader of the Month, and the Almost Anything Award.
2. With assistance of the Records Keeper Director, provide names for annual awards distribution.
k. Social Director. The Social Director shall
1. Coordinate the annual winter awards banquet.
2. Schedule and plan off-season socializers and summer picnic.
3. Send out condolence and thank you cards to members as needed.
l. At-large Directors. The At-large Directors shall
1. Serve to support the Club’s mandates and projects.
Section 2. Term and Election of Directors
a. Term of Directors
The term of each Director shall coincide with each new calendar year (January 1 - December 31.) Directors may be re-elected for additional terms. However, no one shall serve as President for more than three consecutive terms and no one shall serve as Vice President for more than three consecutive terms.
Not before September 1, and preferably in September or October, the Board shall issue to the members, via email and other means selected by the Board, a call for nominations for candidates to serve on the next year’s Board. Nominations shall be open for at least one week or longer. Only members can be nominated. To be nominated for a Board position a member must, during the nominating period, 1) email the president and secretary the position for which s/he desires nomination, and 2) have another member email the president and secretary seconding the nomination. Also, the Board may nominate up to two candidates for each Board position.
The Board shall hold an election for the next year’s Board (preferably in November) at i) the Annual Meeting of Members or ii) a Special Meeting of members held for that purpose. (Both meeting types and corresponding election rules are described in Article VI).
Section 3. Vacancy of Office
a. If the President resigns, is removed or is otherwise unable to complete the full term, the Vice President, with Board approval shall serve as the interim President until the next election. If any other Director resigns, is removed or is otherwise unable to complete the full term, the Board shall appoint an interim Director to serve as a replacement until the next election.
b. The Board may appoint any member, on an interim basis, to fill vacancies of Directors.
Section 4. Removal of Board Members
a. Any Board Member may be removed from the Board by a vote of the Board, to best serve the Club’s interests. All Board Members must receive 72 hours’ notice of a meeting where such a vote will be taken. On any calendar day the Board shall not consider the removal of more than one Member.
b. A quorum for a vote to remove a Board Member shall be the physical or online/virtual presence of more than one-half of all current Board Members, excluding the subject Board Member.
c. A successful vote to remove a Director shall require affirmative votes of greater than half of the Board Members (excluding the subject Member). The subject Board Member who is sought to be removed shall not be eligible to vote on his or her removal.
d. Any Board Director who misses three consecutive meetings without notice shall be considered self-removed from the Board.
Section 1. Standing Committees. The Standing Committees shall be
Membership (chaired by the Membership Director),
Ride Activities (chaired by the Vice President),
Marketing (chaired by the Marketing Director),
Capitol City Century (chaired by a Board of Directors appointee).
Section 2. The Board at its discretion may create additional standing or ad hoc committees.
Section 1. Annual Meeting of Members
a. The Annual Meeting shall be held each year at an appropriate time and place to be specified by the Board of Directors (preferably in November. Notice of the Annual Meeting shall be posted on the Club’s website and shall be sent by email to each member at the email address as it appears in the Club’s records at least two weeks prior to the Annual Meeting. The Annual Meeting may be conducted in-person or by virtual or online means as designated by the Board of Directors.
b. For Board elections held during an in-person Annual Meeting, i) additional nominations, if seconded, can be accepted during such meeting, and ii) if no candidate gets a majority of votes cast for a position, a re-vote between the two candidates with the most votes shall occur (with a coin flip resolving any future ties).
c. If the Board elections occurred during a Special Meeting of members before the Annual Meeting, the newly elected Board shall be introduced at the Annual Meeting with their official term to begin in January.
Section 2. Special Meetings of Members
Special Meetings of members, typically held to vote for officers or to discuss and/or vote on some important matter, may be called by the Board of Directors. Notice of a Special Meeting of members shall be posted on the Club’s website and sent by email to each member at the email address as it appears in the Club’s records prior to that meeting and in the case of a virtual special meeting of members, at least one (1) week in advance of that meeting.
Section 3. Virtual Meetings
The Annual Meeting and any Special meetings of members may be conducted virtually as determined by the Board and may be conducted by means of an online or virtual vote.
For virtual Annual Meeting or Special Meeting of members, i) members shall be given at least a week’s notice of the start of any online or virtual vote (including the names of any candidates nominated for election, questions to be voted on, and/or copies of existing and proposed bylaws or other documents to be voted on) and ii) the online or virtual voting shall be open for at least one week. For online or virtual elections where no candidate gets the majority of votes cast for a Board position, the current board shall make the selection from the two candidates receiving the most votes.
Section 4. Voting
Unless otherwise stated in these Bylaws, an affirmative vote, of a majority of members casting votes on that question is the act of the members.
If an Annual Meeting or a Special Meeting of members occurs in-person, then only members physically present at such meeting may vote at such meeting. Exceptions to physical presence required for voting at in-person meetings of members may be made under extraordinary circumstances as determined by the Board. A member cannot authorize any other person to cast a vote on that member’s behalf by proxy or other method.
ARTICLE VII—Amendment, Maintaining, and Posting of Bylaws
Section 1. Procedure of Amendment
These Bylaws may be repealed, altered, or amended by a majority vote of members participating in any Annual Meeting of members or at a Special Meeting of members called for that purpose. Printed or electronic copies of proposed changes shall be made available to members via the Club’s website and by email to each member at the email address as it appears in the Club’s records at least a week preceding such meeting.
Section 2. Maintaining and Posting of Bylaws
The Secretary shall maintain a written copy of these Bylaws. The Bylaws shall be posted on the Club’s website.
ARTICLE VIII—Effective Date
The Bylaws shall be effective upon adoption.
ARTICLE IX—Final Disbursements
Voluntary dissolution of the Club shall require the affirmative vote of two-thirds of the members present to vote at a Special Meeting of members conducted for that purpose. Any remaining funds and assets of the Club, after payment of all valid debts, obligations, and liabilities of the Club, shall be donated to Ride Illinois, for such other not-for-profit corporation approved by the members at such meeting.