Mountain Top Cycling Club

Woodland Park, CO

By Laws
Mountain Top Cycling Club

By-Laws

Mountain Top Cycling Club
By-Laws
Mission
The mission of the Club shall be to encourage and promote bicycling for health, recreation, sport, and transportation. This includes promoting bicycle safety, improving facilities, roads and paths, and supporting individuals, organizations, and others who support cycling.

Membership & Voting Privileges
Membership in the Club shall be open to all individuals that support the Club’s mission and pay dues levied by the Board of Directors.
• Any person 18 years of age or older, who has signed and submitted a “Membership Application” and a “Waiver of Responsibility”, who subscribes to the rules and purposes of the Club may become a member upon payment of dues.
• Any person under the age of 18 who subscribes to the rules and purposes of the Club may become a member upon payment of dues and submission of a “Consent and Release for Minor” signed by his/her parent or legal guardian.
• Any individual member 18 years of age or older who has signed and submitted a “Membership Application” and a “Waiver of Responsibility” shall be eligible to vote for the election of officers, hold elected or appointed office, vote on all matters before the general membership, and otherwise enjoy the benefits afforded to members of the Club. Individuals under the age of 18 who have submitted a “Consent and Release for Minor”, signed by his/her parent or legal guardian may become a non-voting member.
o Proxy votes by members shall be permitted, in writing; e-mail is acceptable.
o Absentee voting shall be permitted under rules established by the Board of Directors.
• All voting members shall constitute the General Membership.
• Members may resign membership in the Club but will not be entitled to a refund of dues.
• The Board of Directors may deny membership to any person or entity if it believes that such action would be in the best interest of the Club and its members, subject to the approval of the General Membership.
• Removal of Members or Board Directs – Membership may be revoked after sufficient notice has been given to the member and the Board has had the opportunity to hear both sides. Member in question may be present but not eligible to vote.

Elected Officers
• President – The President shall be the principal executive officer of the Club and manage its business affairs subject to the direction of the Board of Directors. The President shall preside at meetings of the Board of Directors and meetings of the General Membership. The President shall perform all duties incident to the office and other duties as may be assigned by the Board.
The President shall act as Public Relations Director and work to publicize the good work of the Club to the general public, school systems, governmental agencies, and other entities to the benefit of the Club.
o He/she shall be responsible for the development, establishment, content, hosting and maintenance of the Club web site.
o He/she shall edit and publish the Club’s newsletter, if a newsletter is established by the Board of Directors.
o He/she may form a committee(s) to assist in accomplishing the tasks of this office and shall become the Chair of that committee. Such committee, if formed, shall terminate at the discretion of the Chair or at the end of the Chair’s elected/appointed term.
o He/she shall submit a report of endeavors, accomplishments and challenges to the Board of Directors and General Membership no less frequently than quarterly.

• Vice President – The Vice President shall act on all matters on behalf of the President in the absence of the President and preside at meetings of the Club and The Board of Directors in the absence of the President. The Vice President shall:
o Plan and provide the agenda for the meetings of the Board and General Membership
o Perform duties as may be assigned by the President or by the Board

• Treasurer – The Treasurer shall be the principal accounting and financial officer of the Club. The Treasurer shall perform all duties incident to the office and other duties as may be assigned by the President or by the Board. The Treasurer shall:
o Be responsible for the maintenance of adequate books of all accounts of the Club
o Have charge and custody of all the Club’s funds and assets
o Be responsible for the receipt and disbursements thereof
o Publish an annual accounting report of the Club’s receipts and disbursements, a statement of assets and liabilities, to the Board and General Membership
o Conduct an annual inventory of all Club assets
o Additionally:
 The Treasurer shall prepare and submit to the Finance Committee not less than quarterly an accounting of the Club’s receipts and disbursements and a statement of the Club’s assets and liabilities.
 The Treasurer shall open bank and investment accounts with reputable institutions for the deposit and safekeeping of the Club’s liquid assets.
 The Treasurer shall submit all tax filings. The Treasurer shall maintain, to the greatest extent possible, acceptable accounting practices to ensure the status of the Club’s status as a 501(c)3 standing with the Internal Revenue Service. Should the Club engage in activities that would, in the opinion of the Treasurer, jeopardize that standing, he/she shall immediately notify the President.

• Secretary – The Secretary shall record the minutes of the meetings of both the General Membership and the Board of Directors, provide notice to the members of the Board and General Membership for all meetings, maintain the official records of the Club, and perform duties incident to the office and other duties as may be assigned by the President or by the Board of Directors.
The Secretary shall work to increase the individual, organizational, and business membership of the Club.
o He/she shall be a member of the Finance Committee.
o He/she may form a committee(s) to assist in accomplishing the tasks of this office and shall become the Chair of that committee. Such committee, if formed, shall terminate at the discretion of the Chair or at the end of the Chair’s elected/appointed term.

Board of Directors
• The Board of Directors shall consist of all elected officers of the Club, as well as advisors appointed by the officers and approved by the membership.
• For efficient transition of leadership, outgoing officers may default to serving on the Board of Directors in an advisory capacity.
• The Board of Directors shall administer the affairs of the Club.
• The Board of Directors may appoint an Events Coordinator, who will oversee the Events Committee and report back to the Board. The terms of all appointments shall be coincidental with the terms of the Board.
• Each member of the Board shall have one vote.
• The Board shall meet at least monthly. The meetings shall be called by the President, with notice of purpose, time and place.
• The President may call special meetings of the Board upon due notice. Members of the Board shall be given due notice of purpose, time and place.
• A simple majority of the members of the Board presently serving shall constitute a quorum. Proxy votes shall be permitted by live phone/real time conferencing.
• Any member of the Club may attend Board meetings but they shall not be eligible to vote.
• A Board member can be removed from the Board upon a two-thirds vote of the members at any regular or special meeting of the General Membership provided:
o One quarter (25%) of members have signed a petition calling for a recall vote, and
o A notice stating the specific reasons for the recall has been sent to the Board member at least fifteen days prior to the vote, and
o Notice of the upcoming recall vote has been electronically published fifteen days prior to the meeting.
• If a Board member voluntarily resigns, such resignation shall take effect when the Secretary has received written notice of resignation. The Board has the authority to select and approve an interim replacement.

Standing Committees
• Executive Committee – The Executive Committee shall be chaired by the President and shall be comprised of the President, Vice President, Treasurer, and Secretary. The Executive Committee shall function on behalf of the entire Board of Directors when, in the opinion of the President, it is efficient, necessary, or otherwise prudent to do so.
• Finance Committee – The Finance Committee shall be chaired by the Treasurer and comprised of the Treasurer, the Secretary, and the Events Coordinator(s), as necessary. The Committee shall meet quarterly and shall review the Quarterly Financial statement prior to submission to the Board of Directors. The Finance Committee shall recommend annual dues for each class of membership to the General Membership for approval. The Finance Committee shall also approve all expenditures beyond those funds previously allocated in the approved annual budget.
• Nominating Committee – The Nominating Committee shall be appointed by the President and shall nominate members in good standing for elected officer positions. It shall publish the slate at least two weeks prior to the annual election.
• Events Committee – The Events Committee shall consist of the Events Coordinator, other Board and Club members and Chairpersons of events, as necessary.
— The Chairperson will serve as, or appoint, a Safety Coordinator for their particular event. As such, they will be responsible for event/rider safety, waivers, route safety, first aid, communication, etc.

Temporary Committees
Temporary Committees may, as necessary, be created and their members appointed by the Board.

Meetings
• Annual Meeting – The annual meeting shall be conducted during the November meeting and shall be followed by the election of officers.
• Regular Meetings – Regular meetings of the Club shall be held approximately once per month, the time and place to be determined by the Board of Directors. The Club members present shall constitute a quorum for the transaction of business.
• Special Meetings – Special meetings may be called at the request of the Club President. The object of the meeting shall be stated in the call.

Elections
• Annual – Elections for officers of the Club shall be held annually in the month of November.
• Term – Each term of elected office shall be for the calendar year immediately following the election. Officers may be re-elected.
• Quorum – The membership present at the November meeting held for the purpose of election shall constitute a quorum.
• Majority – Nominees will be elected when they have received a simple majority of the votes cast.
• Sufficient notice – Secretary shall publish notice of the elections at least 30 days prior to the date of election to all Club members.
• Filling vacant positions – Vacated positions may be filled by appointment of the Board of Directors for the remainder of the interim period.

Indemnification
• The directors, elected officers, and appointed committees of the Club, when acting in their official capacity as Club representatives, shall be indemnified by the Club to the fullest extent allowed under the laws of the State of Colorado.
• The Board of Directors, in its sole discretion, may purchase Directors and Officers insurance and other forms of liability insurance for the protection of the Club and its official representatives, subject to the approval of the General Membership.

Budget
• Fiscal year – The fiscal year shall commence on January 1 and end on December 31.
• Drafting and submission – The budget for the next fiscal year shall be drafted by the Treasurer and submitted to the Finance Committee in October the year prior.
• Review – The Finance Committee shall review and make recommended changes to the budget and forward the budget, with recommendations, to a joint meeting of the current Board of Directors and newly elected Board of Directors in November.
• Approval by Board of Directors – The combined Board of Directors shall modify, as necessary, and adopt a final budget prior to the commencement of the fiscal year.

Dues
Annual dues for each class of members shall be established by the Board of Directors and reviewed annually by the Board.

Payment of Member Expenses
• Any member attending an event sponsored by the Club or other organization, may submit a request to the Board of Directors, to have his/her reasonable expenses paid to the qualifying event. The amount of paid expenses shall be determined by the Board. Such expenses may include, but not be limited to, entry fee, travel expenses and lodging.
• Neither the qualifications nor expenses shall be restrictive or discriminatory to any individual.
• The payment of expenses shall not violate the provisions of Article Four (2) of the Article of Incorporation.
• The amount and extent of paid expenses approved by the Board of Directors shall be reported to the General Membership at the next regularly scheduled Club meeting.

Changes to the By-Laws
• Submission of Changes – Any member may submit changes to the By-Laws at any time by submitting to the Secretary the verbiage of the change and reasons for its adoption.
• Board of Directors recommendation
o The Secretary shall forward the changes to the Board of Directors, which shall recommend adoption or denial.
o The Board, through the President, shall publish, notify, and otherwise inform the General Membership of the proposed change, along with the Board’s recommended action.
• Time limits on action
o The Board of Directors shall, within 30 days from receipt of a proposed change, recommend adoption or denial.
o The Board of Directors shall, not less than 60 days nor more than 90 days after recommendation by the Board, submit the proposed change to the General Membership for a vote.
• Approval by General Membership. The By-Laws may be amended upon the action of simple majority of members present at a General Membership Meeting.

2016