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SCCC Bylaws

 

Bylaws of the Space City Cycling Club

Incorporated in 1991

Amended  May 2006

 

Article I

 

Name, legal status and period of duration

The name of the organization is the Space City Cycling Club or SCCC, formerly JSC Bicycle Club. The organization shall be referred to in these bylaws as the "Club". The Club shall be incorporated as a nonprofit corporation under the laws of the State of Texas. The period of its duration is perpetual. The fiscal year shall be the same as the calendar year and shall run from January 1 to December 31 of the same year.

 

Article II

 

Purposes and Objectives

The primary purpose of the Club is to:

-         Promote the education of individuals for the improvement and development of their capabilities

        related to bicycling.

-       Promote and encourage bicycle safety

-         Participate in bicycle related activities that benefit charitable organizations.

 

All club purposes will be performed within the provisions of Section 501 (c )(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal revenue law. In addition, the Club may exercise all powers conferred upon organizations formed under the Texas Nonprofit Corporation Act, Article 1396 et seq. to the extent they do not conflict with Federal tax code.

 

Article III

 

Registered agent and address

The registered agent and the address of the registered agent shall be selected by the Board of Directors (the "Board"). The Board is granted full power and authority to change the agent and the address from one to another.

 

Article IV

Membership

Qualifications of membership

Membership is open to individuals or families that express an interest in the purposes of the Club. Responsibilities of club membership include:

- support of Club purposes

- constructive contribution to Club programs and activities

- timely payment of dues 

- recognition of personal responsibility by signing the membership application, which releases the          club from liabilities, associated with bicycling. Any person under the age of eighteen (18) years must also submit a membership application signed by a parent or guardian.

 

Any conduct not consistent with these standards may be reason for non-renewal of membership in this Club. Membership may be terminated for just cause.

It is recognized that bicycling under certain circumstances may be a dangerous sport with accidents

Resulting in personal injuries. All members and prospective members accept whatever dangers are involved in Club activities and release each other and the Club from any liability for personal injuries or property damage as a result of any acts of negligence by other members of the Club or prospective members which may directly or indirectly be the cause of an accident.

 

Dues

Annual membership dues and any other fees shall be established by the Board and collected by the Treasurer. Should a member terminate membership for any reason, the member will not be relieved of responsibility for dues through the end of the membership period, and as such will not be entitled to a rebate or refund of pro rata or other share of dues or other assets of the Club.

 

Life Memberships

Life Membership to the Club may be awarded by the Board to any member, former member or person related to the sport for recognition of service, commitment and support of cycling.

Past Presidents of the Club will be awarded Life Memberships.

 

Voting privileges

Each member in good standing, whether an individual or a family, is entitled to one vote.

 

Membership Roster

A complete roster and mailing list of the Club will be kept by the appointed designee of the Board, usually the Secretary, Treasurer, Webmaster, or Communication Chair.

 

Article V

Meetings

Regular meetings of the Club shall be held once each month at a place, date and time set by a standing rule from the Board, unless otherwise ordered by the Board. The Club members present shall constitute a quorum for the transaction of business, except as follows. Before the Club can consider motions to remove an Officer or Director, amend bylaws, or approve unbudgeted expenditures exceeding 10% of the Club's annual gross income, detailed written notice must be provided to all members at least seven days prior to the meeting, and the motion must receive a two-thirds vote in order to pass. A written seven day notice is also required before the Club can consider motions to elect an Officer or Director, or approve an annual budget, although these motions must only receive a majority vote in order to pass.

 

Special meetings may be called by the President, a majority of the Board, or one-tenth of the voting members, with the meeting limited to discussion of matters stated in the call.

 

The December regular meeting shall be the meeting for the election of Officers and Directors for the next year.

 

The Club may overrule the Board by a majority vote.

 

The Board shall meet periodically, generally monthly, as they deem necessary for the orderly conduct of club business. Members in good standing may attend. The member is a guest with no voice or vote and can be asked to leave for disruptive behavior. Quorum shall consist of half of the Board. To pass,

Motions require a majority vote of those present.

 

Article VI

Board of directors

General powers and duties

The Board shall have final responsibility for the overall management of the Club. The Board may delegate its responsibilities to others as provided in these bylaws or by resolution of the board.

. The Club will indemnify to directors, officers, and/or staff members for reasonable expenses and costs incurred by any such individual in connection with any claim asserted against such a person, by action in court or otherwise, by virtues of the position held as director, officer or staff member of the Club as long as they were acting within the scope of their duties. No indemnification will be provided for individuals who commit fraud, embezzlement or other criminal acts. Except, as noted above, no financial compensation will be paid to any Board member for services provided in their capacity as a Board member. Board members must disclose to the rest of the Board any potential conflict of interest and abstain from any vote concerning such potential conflict.

 

Composition

The Board of Directors of the Club will be made up of the Elected Officers, Volunteer /Appointed positions and Honorary, at-large positions. Directors must be members in good standing and at least 18 years old. The Directors shall serve one-year renewable terms, from January 1 to December 31 of the same year. Service in anyone director position will be limited to no more than four years. The Elected Positions will include: President, Vice-President, Secretary and Treasurer.  The Volunteer / Appointed Directors will be the Chairperson of standing Committees including: Rides / Calendar, Newsletter, Communications, Webmaster, Social Events, Special Events, and MS Team Captain. The Honorary At–Large Positions will be filled by any and/or all Past Presidents. The Club may also elect Alternate Directors to be available to replace vacancies on the Board.

 

Vacancies occurring by the death, resignation, transfer to a different Officer or Director position, or inability to serve, as a Board member shall be filled by the Board for the unexpired term of the vacancy. Candidates may be recruited from other Board members, Alternate Directors, or any member in good standing.

 

Resignation of a Board member must be made in writing and submitted to the president one month before the resignation is effective.

 

After seven days notice of intent to remove a Director, the Board, or the Club membership may consider such action. To be successful, a quorum must be present and the action must pass by a two-thirds vote.

 

Selection of a replacement Board member shall be by a majority vote of the Board.

 

Article VII

Officers

General powers

President - Shall preside at Club and Board meetings; subject to direction and supervision of the Board, shall be responsible for the execution of the policies and programs of the Board and for the administration of the affairs of the Club. The president may create standing and ad hoc committees, with the committee chair and membership to be determined by the president. The president may serve on or chair any committee except the nominating committee.

 

Vice president - Shall assist president in carrying out Club responsibilities and shall serve in his absence; shall coordinate monthly meeting programs and secure monthly meeting site.

 

Secretary - Shall take minutes at Club and Board meetings.

 

Treasurer - Shall keep and prepare all Club financial records and transactions; shall make periodic reports to Club membership; shall issue general notices and announcements, and shall bill and collect Club dues and other fees as set by the Board. The treasurer may disburse funds approved by budget, the Board, or the Club.

 

Term, removal, resignation and election of officers

All officers shall be subject to the same terms and procedures as other Directors.

 

Article VIII

Committees

Structure, types

The powers, duties and responsibilities of committees shall be fixed by the Board. Committee members may be selected by the President acting with the committee chair from among members in good standing. Committee members shall serve for one (1) year or until their successors have been appointed and qualified or until dissolution of the committee.

 

General powers and duties, authority

Standing committees of the Club shall carry on the program and business of the Club. Such committees may include, but are not limited to, the following:

-         rides / calendar

-         trips

-         safety

-         education

-         membership

-         finance

-         publicity

-         newsletter

-         social events

-         webmaster

-         special events

-         team captain

 

Article IX

Parliamentary authority

The rules contained in the current edition of Robert's Rules of Order shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt.

 

Article X

Amendments to the bylaws

The bylaws may be amended at any meeting of the Club by a two-thirds vote of the attending members, provided that the proposed amendment shall have been provided to the membership at least seven days prior to the time of voting.

 

Dissolution of the Club

Upon the final and unalterable dissolution of the Club, all remaining funds will be donated to the Texas Bicycle Coalition.

 

 Amended May 2006