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Vermont Mountain Bike Association ByLaws
Accepted: April 27, 2009
Article I: General
1.1 Name. The Corporation shall be called the Vermont Mountain Bike Association, Inc. (referred to hereinafter as "VMBA").
1.2 Fiscal Year. The fiscal year of VMBA shall commerce on the first day of January and end on the last day of December.
1.3 Principal Office. The principal office of VMBA shall be in Waterbury, Vermont
Article II: Purpose
2.1 Misson. The Vermont Mountain Bike Association is a non-profit organization whose mission is to promote trail advocacy through education, planning, funding, establishing and maintaining multi-use trails throughout Vermont. We endorse responsible, environmentally sensible trail use and the creation of community recreation trail networks for the health and benefit of local citizens and visitors.
2.2 Activities and Programs. To provide its members and the general public with opportunities to steward, and recreate on Vermont's open spaces. We conduct trail maintenance work days, bicycle patrols, educational programs and family activities designed to promote the responsible use of trails by mountain bikers.
2.3 Environmental Protection. To provide leadership in the protection and preservation of the environment by advocating the development of informed public policy and by encouraging the establishment and management of
protected land and water areas within Vermont.
2.4 Organization. To provide an organization of volunteers and professionals who will manage VMBA's facilities and programs, encourage respect for the environment and mountain biking, offer VMBA's expertise to others, and support individual contributions in realizing VMBA's goals.
ARTICLE Ill: Membership
3.1 Regular Membership. Any person who is a member of a VMBA chapter is a member of VMBA. Members shall have the right to vote on VMBA business at the annual meeting or special meetings.
ARTICLE IV: Meetings of Members
4.1 General. All meetings of the members of VMBA shall be held at such time and place as shall be stated in the notice of the meeting, which written notice and agenda shall be mailed, e-mailed or published in a Club publication or website at least fourteen (14) days before the date set for the meeting. No business other than that listed in the notice sent to members or published shall be transacted at any meeting of the members. No quorum is required in order to transact any business at any meeting of the members.
4.2 Annual Meeting. The Annual Meeting of VMBA shall be held annually in October unless a different day is determined by the Board of Directors and stated in the written notice of the meeting. The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law or by these Bylaws, shall include the election of Directors and Officers (as described in Article V of these Bylaws) of VMBA and the conduct of any other business which may properly be brought before the meeting.
4.3 Special Meetings. Subject to the provisions of Section 8.2 of the Bylaws, special meetings of the members of VMBA, for any purpose or purposes allowed by law or by these Bylaws, may be called by the Chair or by a majority vote of the Board of Directors, and shall be called as otherwise required by law. Furthermore, upon receipt by the Secretary of a petition calling for such a meeting, stating the purpose or purposes for the meeting, and signed by at least 20 members of VMBA, the Secretary, shall call a special meeting of the members of VMBA by notice given as specified in Section 4.1.
ARTICLE V: Voting and Elections
5.1 Voting and Elections. The Board of Directors shall publish and make available to all members the names of its nominees for election as Elected Officers or Directors at least two (2) weeks prior to the Annual Meeting. If at any
meeting there is no contest for a position as Elected Officer or Director, election shall be by the Secretary casting one (1) vote at the meeting. Alternative slates of one or more candidates for positions as Elected Officers and Directors shall be placed on the ballot if a petition signed by at least 20 members is submitted to and verified by the Secretary at least two (2) weeks before the Annual Meeting of the members. Each such petition must be accompanied by a letter from each alternative candidate, consenting to his or her nomination and agreeing to serve in the position for which he or she is nominated if elected. Nominations for Elected Officer positions may also be made by members attending the Annual Meeting.
5.2 Upon receipt and verification of such petition(s), the names of those nominees shall be placed on the ballot for the election of Directors and Elected Officers at the Annual Meeting, together with the statement from the individual(s). For all matters requiring the vote of the members, including without limitation, elections of Directors and Elected Officers, proposals for change or amendment to these Bylaws (other than membership Referendums as described in subsection 5.2 below), notification shall be provided as specified in Section 4.1 at least fourteen (14) days before the deadline date set for the vote by the Board of Directors in accordance with these Bylaws. All votes must be made orally or by secret ballot. Ballots must be received at the announced location by 5:00 p.m. on the deadline date, and the results of the vote shall be made available to any member on request within five (5) business days after the deadline date and reported promptly as specified in Section 4.1. Votes shall be decided by simple majority of the votes cast or by such higher proportion as may be required by law or by these Bylaws.
5.3 Referendums. A referendum of all the members of VMBA will be held after receipt by the Secretary of a petition signed by at least 20 members. Such referendum is to be furnished to members in a form that can be returned by mail or by e-mail or other electronic format. . Any such referendum proposal shall be a non-binding resolution of the members presented to the officers and Directors for their guidance. The results of a referendum must be made available to the general membership as specified in Section 4.1. In addition, the results must immediately be made available to the Board of Directors for their guidance in all future discussions and votes.
ARTICLE VI: Board of Directors
6.1 Responsibilities. The Board of Directors shall have and exercise the corporate powers prescribed by law. Its primary functions shall be to make policy and to manage the resources of VMBA in a sound manner. The Board of
Directors shall further determine the general, program and financial policies and shall have the power to carry out any other functions which are permitted by law or by these Bylaws. These powers shall include, but shall not be limited to, the following:
6.1.1 Periodically review the goals and objectives of VMBA consistent with the purpose of VMBA as stated in Article II;
6.1.2 Establish, review and approve changes in the programs of VMBA consistent with its mission;
6.1.3 Oversee and approve the budget of VMBA and establish policy guidelines for management of endowments, grants, membership dues, all investments and major fund-raising efforts;
6.1.4 Authorize the purchase, management and sale of all assets and material possessions and equipment for use by VMBA;
6.1.5 Authorize the construction of kiosks, buildings and major renovation of existing buildings;
6.1.6 Authorize on behalf of VMBA the incurring of debts and securing thereof by mortgage and pledge of real and personal property both tangible and intangible;
6.1.7 Authorize any changes in membership fees;
6.1.8 Authorize officers or agents of VMBA to solicit and/or accept gifts or bequests on behalf of VMBA;
6.1.9 Appoint or remove the Executive Director on such terms and conditions, including without limitation, terms relating to compensation and performance as the Board may deem advisable.
ARTICLE VII: Membership on the Board of Directors
7.1 Number. The Board of Directors shall consist of one representative from each VMBA Chapter and one alternate representative who may attend all meetings but shall only have the authority to vote if the chapter representative in unable to attend meetings of the Board. The minimum number of the Board of Directors shall be ten (10). The number of Directors may be increased or decreased periodically within these limits as may be determined by a two-thirds vote of the Board. The Executive Director shall be an ex officio non-voting member of the Board of Directors and shall not be included within the determined number of Directors.
7.4 At Large Board Members. The Board of Directors shall also consist of other personnel, hereby referred to as At Large Board Members, voted in by the Board of Directors. The number of At Large Board Members shall never exceed one-third of the number of Chapter-designated board members.
ARTICLE VIII. Meetings of the Board of Directors
8.1 Regular Meetings. There shall be at least four (4) regular meetings of the Board of Directors in each fiscal year on such dates and at such places as may be designated by the Board. A Board meeting shall be held preceding the Annual Meeting of members.
8.2 Special Meetings. The Board of Directors shall hold special meetings at the call of any two (2) of the Chair, Executive Director or Secretary or at the call of the Secretary alone upon the request of five (5) Directors, which request shall set forth the purpose of the meeting.
8.3 Notice. Notice of all meetings of the Board of Directors shall be sent by the Secretary or Executive Director to each Director at least seven (7) days before the date of the meeting. In the case of special meetings, the notice shall state the purpose(s) of the meeting; no business shall be transacted at such meeting that does not relate to the purposes(s) stated.
8.4 Waiver. Whenever notice is required to be given under the provisions of law or by these Bylaws, a written waiver signed by the persons entitled to said notice, whether before or after the time stated therein shall be deemed equivalent thereto. Attendance at any meeting by a Director shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the outset of such
meeting to the failure to give proper notice.
8.5 Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present and voting at a duly called meeting of the Board when a quorum is
present shall be the act of the Board of Directors except as may be provided by law or by these Bylaws. Alternate chapter representatives may attend meetings of the Board, but their numbers will not be factored into the quorum unless the chapter’s representative is unable to attend said meeting.
8.6 Minutes. Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary, or in the absence of the Secretary, by an assistant or temporary secretary. Copies of records of such proceedings shall be made available on the VMBA website.
8.7 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken by a written consent setting forth the action so taken and signed by all members of the Board. Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors.
Article IX: Officers
9.1 Number Terms and Qualifications. At the time of their election, all Elected Officers of VMBA shall already be or shall concurrently be elected as members of the Board of Directors. The Elected Officers shall be the Chair, Vice Chair, Secretary, Treasurer, and such additional officers as the Board of Directors shall designate. Each of the Elected Officers shall serve for a term of one (1) years. In addition to the officers enumerated above, the Board of Directors may appoint any number of assistant secretaries, assistant treasurers or other minor officers to serve at its pleasure. Such appointed minor officers may or may not be Directors, but they shall not become Directors by virtue of their appointment as officers.
9.1.1 Vacancy. A vacancy in any Elected Officer may be filled by two-thirds vote of the Board of Directors at any time. The new officer’s term shall run until the next Annual Meeting.
9.2 Chair. The Chair shall preside at all meetings of the Board of Directors and of VMBA and shall have the right to vote on all questions. The Chair shall be an ex officio voting member of all Board committees, except as otherwise provided in these Bylaws.
9.3 Vice Chair. There shall be at least one Vice Chair, who shall preside at meetings of the Board of Directors and of VMBA in the absence of the Chair.
9.4 Secretary. The Secretary shall be the Clerk of the Corporation with custody of the seal of VMBA and shall attest to and affix said seal to such documents as are required in the business of VMBA, including, but not limited to deeds, bonds, mortgages, agreement contracts, abstracts of resolution, certificates, minutes, and bylaws issued pursuant to the authority of VMBA. The Secretary also shall have custody of all records of VMBA except such records as shall be kept by the Treasurer as herein provided. The Secretary shall give proper notice of all meetings of the Board Directors and of the members. Furthermore, the Secretary shall keep or cause to be kept record of the official policies of the organization and the minutes of all meetings, the Board of Directors, Executive Committee,and VMBA-wide meetings of the members and shall distribute such minutes promptly within thirty (30) calendar days.
9.5 Treasurer. The Treasurer shall be responsible for carrying out the mandates of the Board of Directors in overseeing the financial resources of VMBA, including, but not limited to, cash, securities, stocks and bonds owned by VMBA. The Treasurer shall assure that all books and accounts of VMBA are accurately kept and, furthermore, shall at least annually present to the Board a full and detailed financial statement. Such statement shall be available to any Club member on request. The Treasurer shall monitor the investments of VMBA including all funds and endowments,. The Treasurer shall be chair of the Finance Committee.
9.6 Executive Director. The Executive Director of VMBA shall be the Chief Executive Officer and the official adviser to and executive agent of the Board of Directors and its Executive Committee. Subject to the approval of the Board of
Directors, the Executive Director shall have the authority to manage and direct the operations of VMBA, including the power to sign such papers as may be required by their office or as instructed by the Board of Directors, and the power to appoint and discharge the professional staff and all employees of VMBA. In this connection, the Executive Director shall manage the affairs and direct the work and employees of VMBA, subject to, and in accordance with the instructions of the Board of Directors; shall be authorized to incur expenses in accordance with the approved budget or as otherwise instructed by the Board of Directors; shall make such reports and recommendations to Board of Directors and to the members of VMBA at the Annual Meeting or at any special meeting concerning the work; affairs of VMBA which, in their judgment, desirable for their information and guidance and shall perform such other duties are incident to the office of Executive Director. The Executive Director shall be an ex officio, nonvoting member of all Board committees except as otherwise provided in these Bylaws. If the Executive Director is unable to perform the duties of the office for any reason, then the Board of Directors may appoint an interim Executive Director until the Executive Director is once again able to perform the duties of the office or until another Executive Director has been appointed.
ARTICLE X: Committees
10.1 Formation of Committees. The Board of Directors may from time to time establish or dissolve special or ad hoc committees for the discharge of particular duties.
10.2 Standing Board Committees. Standing Board Committee members shall be appointed annually. Members are appointed by the Chair with the advice and consent from the Board of Directors. Except as provided in these Bylaws, the Chair shall be an ex officio voting member and the Executive Director shall be an ex officio non-voting member of all Board committees, and each Board committee shall include at least two (2) additional Directors. Except where otherwise provided in this Article, additional members, including persons who are not on the Board of Directors, may be appointed to committees. Except where otherwise provided in these Bylaws, the chair of each Board committee shall be a Director.
10.3 Advisory Committee. The Board of Directors may appoint an advisory committee which shall act as non-voting members of the Board of Directors.
ARTICLE XI: Chapters
11.1 Organization. The Board of Directors shall provide for the organization and support of Chapters within the membership of VMBA. The Chapters shall be responsible for carrying out at the local level the purposes of VMBA as set forth in Article II of these Bylaws.
11.2 Chapter Organization. Each Chapter shall have its own Chapter structure charged with the management of chapter affairs and programs consistent with Article II of the Bylaws describing VMBA’s mission and purpose.
11.3 Chapter Elections. Each Chapter may designate up too two representatives (one voting member and one alternate) to VMBA's Board of Directors. Such designations must be made and reported to VMBA’s Secretary by the VMBA Board of Directors Annual Meeting.
11.5 Chapter Funds. Chapter’s may allocate Chapter funds as they deem necessary.
Article XII: Amendment of Bylaws
12.1 Amendments. These Bylaws may be amended by a two-thirds vote of the Board of Directors or by a vote at the Annual Meeting of Members or Special Meeting by the general membership. A Special Meeting may be called to amend the Bylaws by a petition of at least 20 members of VMBA and submitted to the Secretary of VMBA. The proposal shall then be voted on by the members according to the procedure described in Section 5.3 of these Bylaws. Corporate counsel to VMBA shall be consulted to determine in the exact wording of any proposed amendments to these Bylaws.
ARTICLE XIII: Indemnification
13.1 Indemnification. VMBA shall indemnify, each of its officers, Directors and members of Committees and any persons serving at its request as directors, officers, employees or other agents of another organization or in any capacity with respect to any employee benefit plan (each such person being referred to as an "Indemnified Person") against all liabilities and expenses, including counsel fees and amounts reasonably paid in settlement, imposed upon or reasonably incurred by such Indemnified Person in connection with any action or proceeding, whether civil or criminal, to which they may be made a party or with which they may be involved by reason of such Indemnified Person's having been an officer, Director, Committee member or other such person for VMBA. However, no
indemnification shall be provided for any person with respect to any matter to which they shall have been adjudicated in any action or proceeding, not to have acted in good faith in the reasonable belief that their action was in the best interests of VMBA or of participants in an employee benefit plan. Such indemnification may include payment by VMBA of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if (i) such person shall be finally adjudicated or determined by the Board of Directors not to have acted in good faith in the reasonable belief that their action was in the best interests of VMBA or of participants in an employee benefit plan, or (ii) VMBA has received a written opinion of legal counsel to the same effect. Such undertaking to repay may be accepted without reference to the financial ability of such Indemnified Person to make repayment. Any such indemnification may be provided although the person involved is no longer an officer, Director or Committee member of VMBA, or director, officer or employee of another organization, or no longer serves with respect to such employee benefit plan. In the event of a settlement of an action or proceeding, the indemnification provided herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of VMBA or participants in an employee benefit plan or when VMBA has received a written opinion of legal counsel to the same effect. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled. The Board of Directors may authorize indemnification of persons who are not officers, Directors or Committee members or otherwise entitled to indemnification under this section.
Article XIV: Conflicts of Interest
14.1 Conflicts of Interest. A Director shall be considered to have a conflict of interest if (a) such Director has existing, potential financial or other interests which impair or might reasonably appear to impair such member's independent, unbiased judgment in the discharge of their responsibilities to VMBA; or (b) such Director is aware that a member of their family (which for purposes of this paragraph shall be a spouse, parents, siblings, children and any other relative if the latter resides in the same household as the Director) or any organization in which such Director (or member of their family) is an officer, director, employee, member, partner, trustee, or controlling stockholder has such existing or potential financial or other interests. All Directors shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Director shall vote on any matter under consideration at a Board or Committee meeting in which such Director has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Director having a conflict of interest abstained from voting. Any Director who is uncertain whether a conflict of interest may exist in any matter may request the Board or Committee to address the question by majority vote.
ARTICLE XV: Discrimination Prohibited
15.1 Discrimination Prohibited. In administering its affairs, VMBA shall not discriminate against any person on the basis of race, creed, color, national and ethnic origin, gender, sexual preference, marital status, age, or disability.
ARTICLE XVI: Dissolution
16.1 Dissolution. VMBA may be dissolved by a vote of two-thirds of the members present at a duly called Meeting of Members. Upon such dissolution, VMBA members shall vote on how to dispose of the organization’s remaining assets. Such disposal of assets shall be consistent with the purpose of VMBA stated in article II of these Bylaws.
ARTICLE XVII: Transition
17.1 Acceptance of Bylaws. The acceptance of these Bylaws by vote of two-thirds of the Board of Directors or two-thirds of the members at a GeneralMeeting or Special Meeting will render null and void any and all pre-existing
Bylaws.
17.2 Standing Rules. Furthermore, upon such acceptance of these Bylaws, the present standing rules of VMBA shall be called the "Operating Rules, Procedures and Policies" of VMBA, and any and all pre-existing standing rules which are in conflict with these Bylaws shall be rendered null and void.
17.3 Changes. Changes to the Operating Rules, Procedures and Policies shall be made by a two-thirds majority vote of the Board of Directors present at the next regular meeting of the Board.
These Bylaws were adopted this 27th day of April, 2009
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