Oklahoma Bicycling Coalition - OBC Bylaws 18 Nov 2006

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Bylaws

OBC Bylaws 18 Nov 2006

Oklahoma Bicycling Coalition

c/o Cooper's Bicycle Center

220 South Main

Stillwater, OK 74074

Oklahoma Bicycling Coalition Bylaws

As revised 10 September 2004 and Approved on 07 November 2004 at the Annual Meeting, Guthrie OK

As revised on 16 September 2006 and Approved on 18 November 2006 at the Annual Meeting, Tulsa OK

Article 1. Name, Seal, Purposes, and Offices

1.1 Name

1.1.1 The name of this corporation is OKLAHOMA Bicycling COALITION, successor in interest to Oklahoma Bicycle Coalition, (herein called the corporation).

1.2 Seal

1.2.1 There shall be an official seal of the corporation which shall be used to authenticate documents.

1.3 Insignia

1.3.1 There shall be an official insignia of the corporation consistent with the design of the Share the Road specialty license tag.

1.4 Use of the Insignia

1.4.1 No member or third party may use any name or mark established in 1.2 or 1.3 unless such use conforms to the standards established by the Board of Directors and has been specifically approved in writing.

1.5 Purposes

1.5.1 The corporation is organized and will be operated exclusively for charitable, scientific, literary, or educational purposes within the meaning of Sec. 501(c)(4) of the Internal Revenue Code of 1954 or the corresponding provisions or provision of any subsequent United States revenue law.

1.5.2 The Corporation shall pursue the mission of promoting bicycle access, safety and education throughout Oklahoma.

1.6 Offices

1.6.1 The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Oklahoma, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.

Article 2. Membership

2.1 Classifications

2.1 Active members shall consist of all persons who have paid dues as established by the Corporation and support the objectives of the Corporation.

2.1.1.1 Active members shall receive publications, if any, and general communications of the Corporation as broadcast on the website, may attend meetings, may be granted the privilege of the floor, shall be entitled to vote on amendments to the By-Laws, and hold elected office.

2.1.2 Honorary membership may be bestowed upon those individuals who have distinguished themselves by service to the Corporation.

2.1.2.1 No dues shall be required of Honorary Members.

2.1.2.2 Honorary Member Nominations must be submitted in writing to the Secretary of the Corporation by two or more active members.

2.1.2.3 Unanimous approval of the Board of Directors is required for Honorary membership.

2.2 Dues

2.2.1 Subject to approval by the membership of the Corporation, the Board of Directors shall establish dues and membership periods for active members. The Board of Directors shall, consistent with other provisions of the By-Laws, also establish dues and memberships for other categories of members.

2.2.2 Dues for active members shall be payable the first day of January of each year. Active members who have not paid their dues 45 days after this date shall be withdrawn from membership.

Article 3. Board of Directors

3.1 General Powers

3.1.1 Delegation. The activities, property, and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these By-Laws.

3.2 Number and Qualifications

3.2.1 The Board of Directors shall consist of up to fifteen directors which number may be increased or decreased from time to time by amendment to these By-Laws; provided that at no time shall the number of directors be less than five, consisting of the past-president, current-president, vice-president/president-elect, treasurer, and secretary, and no decrease in number shall have the effect of shortening the term of any incumbent director.

3.3 Term of Office

3.3.1 The Directors of the Corporation, except for President Elect, shall be elected for a term of two years, elected on a rotating basis with one-half of the directors elected each year, or until their resignation, retirement, disqualification, or removal from office.

3.4 Frequency of Meetings

3.4.1 The Board of Directors shall hold a regular meeting at least quarterly, in person, by phone, or by electronic media, or by any combination thereof.

3.4.2 Special meetings of the Board of Directors may be called by the President, or Secretary on the written request of two or more directors, with one week notice, either personally, by mail, by electronic mail, or by a combination thereof.

3.4.3 An Annual Meeting of the Corporation shall be set by the Board of Directors, at which will be election of officers and transact any and all other business as may properly come before the meeting. Notice will not be less than 10 days and no more than 50 days before the date, either personally or by mail or electronic mail.

3.5 Quorum and Voting

3.5.1 A majority of the filled positions of the Board of Directors shall constitute a quorum. On the second successive meeting in which a quorum is not met by the aforementioned method, a quorum shall be comprised by those Directors present.

3.5.2 A vote may be conducted in person, by telephone, by electronic media, or any combination thereof.

3.5.3 The Officer presiding over the meeting may choose to keep a vote open for a period of time to facilitate discussion.

3.6 Removal

3.6.1 Any director may be removed, either for or without cause at any annual or special meeting of the Board of Directors by the affirmative vote of any majority of the number of Directors fixed by these By-Laws, if notice of the intention to act upon such matter shall have been given in the notice of such meeting.

3.7 Vacancies

3.7.1 Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office of any directors, shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors at any meeting.

3.7.2 Any director elected or appointed to fill a vacancy shall hold office until the end of the original term of office or until his resignation, retirement, disqualification, or removal from office.

3.8 Compensation

3.8.1 No director shall receive compensation for his or her services as a member of a standing or special committee of the Board. Nothing herein contained shall be construed to preclude any director from receiving reimbursement for expenses incurred on behalf of the Corporation.

Article 4. Notices

4.1 Manner of Giving Notice

4.1.1 Whenever, under the provisions of the statute or of the Articles of Incorporation or by these By-Laws, notice is required to be given to any director or committee member of the Corporation, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice. Any such notice may be given in writing by mail, postage prepaid, addressed to such director or member at his address as it appears on the records of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid.

4.2 Waiver of Notice

4.2.1 Whenever any notice is required to be given to any director or committee of the Corporation under the provisions of the statute or Articles of Incorporation or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article 5

5.1 Committees

5.1.1 The Board of Directors may, by resolution adopted by affirmative vote of a majority of the number of directors in filled positions, designate chairman and members to constitute a committee or committees for any purpose; that any such committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans, and programs therefore approved, authorized and adopted by the Board of Directors.

5.2 Duties of Committee Chairman

5.2.1 Call meetings as necessary to conduct the business of the committee.

5.2.2 Preside over such meetings.

5.2.3 Attend meetings of the Board of Directors and report any activities of the committee as needed.

5.2.4 Submit a written report of the committee activities for the year to be presented at the Annual Meeting.

Article 6

6.1 Officers of the Board of Directors

6.1.1 The elected officers of the Corporation shall be a President, President-Elect, Secretary, and Treasurer.

6.1.2 All officers shall be active members of the Corporation.

6.1.3 The Board of Directors may appoint an Executive Director, and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these By-Laws or determined from time to time by the Board.

6.2 Election of Officers

6.2.1 The Board of Directors shall appoint a committee chaired by the President-Elect to gather information and announce the candidates for President-Elect, Secretary, Treasurer, or Board of Director vacancies (which ever is applicable) not less than 45 days before the Annual Meeting. A ballot will be prepared and mailed by the Secretary to all active voting members not less than 30 days before the Annual Meeting. All returned ballots to be eligible must be post marked no later than 10 days before the Annual Meeting. A majority of such votes shall constitute election. The newly elected officers shall be announced and installed during the Annual Meeting of the Corporation and shall preside through the term of office as set forth by these By-Laws.

6.2.2 If the President-Elect office becomes vacant due to death, resignation, retirement, disqualification or removal from office, there will be a special election to fill this position, within 90 days. The Board of Directors shall appoint a committee consisting of at least one voting member to gather information and announce the candidate for President-Elect. A ballot will be prepared and mailed by the Secretary to all active members who will have 15 days to return their ballots, after which the newly elected President-Elect will be announced and take office.

6.3 Terms of Office

6.3.1 The President-Elect shall be elected annually for a term of one year and shall succeed to the office of the President, serving for one year as President, after which he or she shall continue to serve for one year on the Board of Directors in the position of Past President.

6.3.2 The Secretary and Treasurer shall serve a term of office for two years. Neither shall serve more than two successive terms.

6.4 Duties of Officers

6.4.1 President

6.4.1.1 The President shall be the principal elected official of the Corporation. He or she shall serve as Chair of the Board of Directors. Subject to the provisions of these By-Laws, he or she shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof. In the absence or disability of the President his or her duties shall be performed and his or her powers may be exercised by the President-Elect.

6.4.2 President-Elect

6.4.2.1 The President-Elect shall be a member of the Board of Directors and serve as Vice-President . He or she shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the President or the Board of Directors.

6.4.3 Secretary

6.4.3.1 The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and account for all books, documents, papers and records of all proceedings at all meetings of the Board. The Secretary shall be a member of the Board of Directors and shall generally perform all duties usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, the duties and powers may be exercised by Assistant Secretaries, as directed by the President or the Board.

6.4.3.2 Assistant Secretaries shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated by the Secretary, the President, or the Board.

6.4.4 Treasurer

6.4.4.1 The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, verify and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of the accounts of the Corporation, their arrangements and classification; shall supervise the accounting practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise on terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation. He or she shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all reporting and accountability duties usually appertaining to the office of treasurer of a corporation. In absence or disability of the Treasurer, the duties shall be performed and powers exercised by Assistant Treasurers unless otherwise determined by the Treasurer, the President, or Board of Directors.

6.4.4.1.2 The Treasurer shall provide financial statements at each regular Board meeting.

6.4.4.1.3 The Corporation's books of account shall be reviewed at least once a year. The reviewer shall be named by the Board of Directors.

6.4.4.2 Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the Treasurer, the President, or Board of Directors.

6.4.5 Fiscal Year

6.4.5.1 The fiscal year of the Corporation shall be the calendar year, fixed by resolution of the Board of Directors.

6.4.6 Additional Powers and Duties

6.4.6.1 In addition to the foregoing especially enumerated duties, services, and powers; the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or of these By-Laws, or as the Board of Directors may from time to time determine or as may be assigned to him by any competent superior officer.

Article 7 Miscellaneous

7.1 Dividends Prohibited

7.1.1 No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or officers. The Corporation may pay compensation in a reasonable amount to its officers for services rendered and may reimburse its directors as provided in Section 8 of Article 3 hereof.

7.2 Loans to Officers and Directors Prohibited

7.2.1 No loans shall be made by the Corporation to its officers and directors, and any directors voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall jointly and severally be liable to the Corporation for the amount of such loan until repayment thereof.

7.3 Amendments

7.3.1 Submission of Proposal

7.3.1.1 Each proposal to alter, amend, or replace these By-Laws shall be submitted in writing to the Secretary of the Corporation by two or more active members at least ninety days prior to the Annual Meeting.

7.3.1.2 The proposal or proposals shall be read and commented on by the Board of Directors before the Annual Meeting.

7.3.2 Final Approval

7.3.2.1 The proposal shall then be read along with the Board's comments at the Annual Meeting of the Corporation where it must be approved by a majority of active members present.

7.4 Invalidity of Part

7.4.1 If any provision of the By-Laws should be held to be invalid, the validity of any other provision is not thereby affected.

Article 8 Indemnification

8.1 Officers and Directors

8.1.1 The Corporation shall indemnify a director of the Corporation against reasonable expenses incurred by him or her in connection against reasonable expenses incurred by the director in connection with a proceeding in which the director is named defendant or respondent because he or she is or was such a director, as the case may be; if the director has been wholly successful, on the merits or otherwise, in the defense of the proceeding, unless such indemnification is limited by the Articles of Incorporation. The Corporation shall also indemnify a director who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director against any judgments. Penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding if it is determined, in the manner described below, that the person (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the Corporation's best interests, and in all other cases, that his conduct was at least not opposed to the Corporation's best interests and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided that if the proceeding was brought by or on behalf of the Corporation, the indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding; and provided further that a director may not be indemnified for obligations resulting from a proceeding (i) in which such director is found liable on the basis that he or she improperly received personal benefit, whether or not the benefit resulted from an action taken in such director's official capacity, or (ii) in which the director is found liable to the Corporation. Determinations that a person has satisfied the prescribed conduct and belief standards must be made (i) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding, (ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated to act in the matter my majority vote of all directors and consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding, or (iii) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in clause (i) or (ii) of this sentence, or, if the quorum described in clause (i) cannot be obtained and the committee described in clause (ii) cannot be established, by a majority vote of all directors. A determination as to reasonableness of expenses shall be made in the same manner as the determination that the person has satisfied the prescribed conduct and belief standards, except that if the determination that the person has satisfied the prescribed conduct and belief standards is made by special legal counsel, the determination as to reasonableness of expenses shall be made by the Board of Directors or a committee of the Board by vote as set forth in clause (i) or (ii) of the immediately preceding sentence or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors. The termination of a proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements for indemnification set forth above. Notwithstanding any other provision of these By-Laws, the Corporation shall pay or reimburse expenses incurred by a director in connection with his or her appearance as a witness or other participation in a proceeding at a time when the director is not a named defendant or respondent in the proceeding.

Article 9 Parliamentary Authority

9.1 Roberts' Rules of Order, Newly Revised shall be the parliamentary authority for all meetings of members, Boards of Directors, and committees, including those conducted via electronic means.