BYLAWS

of the

EVERGLADES BICYCLE CLUB

As Amended by Membership Vote on December 11, 2018

 

 

ARTICLE I

 

IDENTIFICATION

 

SECTION A – The name of the organization shall be “EBC2, Inc.” d/b/a EVERGLADES BICYCLE CLUB, a/k/a EBC, and shall hereinafter be referred to in these Bylaws as the “Club”.

 

SECTION B – The Club is and shall remain incorporated as a not-for-profit corporation under the laws of the State of Florida.

 

SECTION C – The principal office of the Club shall be in Miami-Dade County, Florida.

 

SECTION D – All references to “Bicycling” in these Bylaws shall mean and be limited to the use of vehicles propelled solely by human power and bicycles propelled by a combination of human power and an electric motor.  In the State of Florida, a bicycle is considered a vehicle.  See Florida Statute 316.003

for more.

ARTICLE II

 

PURPOSES AND OBJECTIVES

 

The purposes and objectives of the Club are:

• 1.      to promote and encourage all types of cycling for all purposes
• 2.      to advocate for laws and infrastructure protecting cyclists’ rights and safety
• 3.      to train cyclists to adopt safe cycling skills, adhere to rules of the road and trails, practice discipline, and improve performance.
• 4.      to organize bike rides benefitting the South Florida community
• 5.      to have fun
  
                                                                    ARTICLE III
• 
                                                                 MEMBERSHIP

 

SECTION A – Categories of Membership – There shall be three categories of membership in the Club – Regular, Honorary, and Lifetime.

1.   Regular Membership – There shall be three types of Regular Membership; term lengths to be
      determined by the Board:

• a.  Individual Membership    
  b. Family Membership – Any family of two or more related persons living in one household is
       eligible for a Family Membership.
• c.  Student Membership – Any person 18 - 25 years of age providing proof of enrollment in an accredited academic institution.

2.   Honorary Membership – Honorary Membership may be conferred by the Board of Directors on   
      any person or family who has rendered extraordinary service or made an outstanding
      contribution to the Club or any aspect of bicycling.  Term of membership to be determined by
      the Board.
3.  Lifetime Membership – Any member who has served the Club in an extraordinary manner over
     the course of years and has made significant contributions to the Club’s operations and/or
     reputation as determined by the Board.

 

SECTION B – Voting Rights – Each Member, except for an Honorary Member, shall have one vote.  Each family that holds a Family Membership shall have two votes.

 

SECTION C – Application for Membership – Application for Regular Memberships shall be made on written or electronic Club application forms available at Club meetings, events, bike shops and on the Club website.  The application shall include a liability waiver as required by the Club’s insurance policy.

A written or digital copy of the applications will be kept on file by the Membership Chair in a location(s)

determined and accessible by the Board.

SECTION D – Admission for Members – Applications for membership shall be reviewed and approved

by the Membership Committee Chair or a Club Officer in the absence of the Membership Chair.

 

SECTION E – Term and Renewal of Membership – Regular Membership in the Club is valid for one (1) year and renewable at the end of the annual term, or, for other lengths of time as determined by the Board of Directors.

 

SECTION F – Termination of Membership – Any membership in the Club may be terminated by the Board of Directors for good cause.  Termination of a membership may result from the failure or refusal of the member to comply with the Bylaws, or any act or failure to act by the member that, in the judgment of the Board of Directors, is harmful to the interests of the Club.  A member shall be notified in writing of the cause for termination, and shall be given an opportunity to appeal via written response to the Board of Directors or an appearance at a meeting of the Board of Directors. 

 

 

ARTICLE IV

 

MEMBERSHIP FEES

 

SECTION A – The amount of regular membership fees shall be determined by the Board of Directors.  Honorary Members and Lifetime Members are not required to pay membership fees.

 

SECTION B – Membership fees shall be due and payable when the membership expires.  If a member defaults on a renewal payment sixty (60) days after expiration, that member will be dropped from the membership roll.

 

SECTION C – Members not in good standing or current with membership payments shall not hold office, be nominated for office, serve on committees, or vote.

 

 

ARTICLE V

 

 OFFICERS

 

SECTION A – Officers – The Officers of the Club are required to be members of the Club.  The Officers include the President, Vice-President, Secretary, and Treasurer who shall comprise the Executive Board.  Officers shall be elected annually by the Club membership at the first general meeting of the calendar year.

 

SECTION B – President – The President shall preside at all Club Membership meetings, Board of Director meetings, and Executive Board meetings and shall be an ex officio member of all committees. The President will set the direction and agenda of the Club with input from the Board of Directors.  The President shall perform such other duties as are incident to the office of President, including delegating certain duties of the president in his/her absence, assigning operational club functions to other Officers and Board Members, creating Committees and appointing Committee Chairs, and designating Chairs of special rides, events, and club activities.

 

SECTION C – Vice-President – The Vice-President shall assist the President in fulfilling the direction and agenda of the Club.  In the absence and at the direction of the President, the Vice-President shall serve in the role of President.

 

SECTION D – Secretary – The Secretary shall record minutes of the Board meetings and shall distribute these minutes prior to the next Board meeting, in a timely manner, for Board members to provide corrections, additions, and ultimately, approval.  The Secretary shall also take minutes of membership meetings where nominations, elections, and other voting occur, as well as minutes of Executive Board

Meetings conducted in-person or by phone.  All motions will be recorded by the Secretary and maintained in a designated and separate file.  All meeting minutes, motions, and other records will be maintained by the Secretary, digitally and/or materially, in locations determined by and accessible to the Board of Directors.

 

SECTION E – Treasurer – The Treasurer shall keep an account of all financial assets received and expended for the use of the Club and shall make disbursements authorized by the Club.  The Treasurer shall make a report of the receipts and disbursements of the club at the monthly meetings of the Board of Directors, or when called upon by the President.  The Treasurer shall maintain all financial Club records in a location and in a manner designated by and accessible to the Board of Directors.  All financial documents and disbursements, including checks shall contain the signature of the Treasurer and be initiated by the Treasurer.  If the Treasurer is unavailable, one of the elected officers approved by the Board may act as a signatory.  Credit and/or debit cards may be issued to the Treasurer and approved signatories for the purpose of performing Club business, upon Board approval and at the discretion of the Treasurer.

 

SECTION F – Term of Office – Each officer shall hold office for one year from the date of election, or, until the next annual election.
   

SECTION G – Duties – Each elected officer is expected to perform the stated duties of the position described in the Bylaws.  In addition, an officer may volunteer to take on other duties, and as needed, may be asked to assume other roles, e.g. chair of a committee or event, program chair for membership meetings, etc.

All officers are expected to be involved in all official EBC events, e.g. Signature Rides, Annual Picnics and Parties, and attend all Board Meetings, Executive Board Meetings, Membership Meetings, and,

as needed, Committee Meetings.  

 

 

SECTION H – Removal

 

For Cause – Any officer may be removed from office or suspended for cause including violation of these Bylaws and/or conduct harmful to the best interests of the Club.  Such action shall require an affirmative vote of two-thirds of the members present at a Membership Meeting.  At least thirty (30) days prior to the Meeting, the officer must be provided a statement of charges and will be given an opportunity to present an appeal at the Meeting.  The officer will not be present during the voting process.

 

For Absences -  Due to the importance and essential functions of Board Meetings, any elected officer who misses three (3) consecutive Board Meetings, or more than three (3) Board Meetings during the course of the one-year term may be removed from office by a vote of the majority of the remaining Board members.

 

For Abdication of Duties – An officer who fails to perform the stated duties of the position in the Bylaws, or, places the Club in jeopardy due to irresponsible actions or behavior in the performance of those duties, may be removed from office by a vote of the majority of the remaining Board members.

 

 

SECTION I – Vacancies – The Club Membership will elect a replacement for an Officer vacancy after the Board of Directors presents a list of nominees thirty (30) days in advance of the Membership Meeting.  In the case of President-vacancy, the Vice-President will automatically assume the position for the remainder of the term.  If other Officer positions are vacated within 3-months of the next general election, the President will have the authority to fill the position with a temporary replacement.

The position of Officer shall be considered vacant if the holder of the office is removed, resigns, dies, or is deemed incapable of continuing to serve by a majority of the Board of Directors.

 

SECTION J – Executive Board Meetings & Motions –  The Executive Board shall have and may exercise all authority of the Board of Directors at intervals between meetings of the full Board of Directors.  Executive Board Meetings shall be held at the call of the President, as necessary, and may be conducted by telephone or through an email conversation.  A majority of the Officers shall be deemed a quorum for the transaction of business and to pass motions which require immediate action.  All proceedings of  Executive Board meetings shall be reported to the Board at its next regular meeting and shall be subject to revision or alteration by the Board of Directors if the actions from those proceedings are able to be altered without harm to the Club.

 

 

ARTICLE VI

 

BOARD OF DIRECTORS

 

SECTION A – General Powers – The business and affairs of the Club shall be managed by its Board of Directors.

 

SECTION B – Composition – The Board of Directors shall consist of the four Officers and three to seven (3 – 7) Members-at-Large.  The number of Members-at-Large may be set by action of the Board of Directors at any time.

 

SECTION C – Members-at-Large – Term - Members-at-Large shall be elected annually by the Club membership at the first Membership meeting of the calendar year and hold the position for a term of one year.  Members-at-Large cannot simultaneously hold an Officer’s position.  Members-at-Large must be members of the Club.

                                            

SECTION D – Duties of the Board – The Board of Directors shall transact all business of the Club and ensure the Club’s sustainability.  It shall determine the policies, fiscal matters, employment of staff and assume responsibility for the direction and affairs of the Club. 

Duties specific to the Officers are found in Article V.

 

Members-at-Large must chair at least one of the Committees described in Article VII or a committee deemed necessary by the Board.  In addition, Members-At-Large may be asked to chair an EBC membership meeting or an EBC annual event, e.g. spring picnic or fall party.

 

All Members-At-Large are expected to be involved in all official EBC events, e.g. Signature Rides, Annual Picnics and Parties, and attend all Board Meetings, Membership Meetings, and, as required or needed, Committee Meetings.  

 

SECTION E – Board Meetings – Meetings of the Board of Directors shall be held monthly, on a day, time, and place agreed upon by the majority of the Board.  Special meetings, deemed necessary to conduct business, may be scheduled by the President with notification of such a meeting communicated to the Board by the Secretary at least five (5) days in advance of the meeting.  A quorum is necessary to transact business and act on motions.

 

SECTION F - Quorum – The presence of a majority of the directors shall be necessary at any Board Meeting to constitute a quorum. 

 

SECTION G – Removal of Members-At-Large

 

Removal of Officers is addressed in Article V

 

For Cause – Any Member-At-Large may be removed or suspended from office for cause including violation of these Bylaws and/or conduct harmful to the best interests of the Club.  Such action shall require an affirmative vote of two-thirds of the members present at a Membership Meeting.  At least thirty (30) days prior to the Meeting, the Member-At-Large must be provided a statement of charges and will be given an opportunity to present an appeal at the Meeting.  The Member-at-Large will not be present during the voting process.

 

For Absences -  Due to the importance and essential functions of Board Meetings, any Member-At-Large who misses three (3) consecutive Board Meetings, or more than three (3) Board Meetings during the course of the one-year term may be removed from office by a vote of the majority of the remaining Board members.

 

For Abdication of Duties – A Member-At-Large who violates a Bylaw, or, places the Club in jeopardy due to irresponsible actions or behavior in the performance of general board duties or other assumed duties acting on behalf of the Club, may be removed from office by a vote of the majority of the remaining Board members.

 

SECTION H –  Member-At-Large Vacancies –  If a Member-At-Large vacates the position, the President will determine the necessity of filling the vacancy, with input from the Board Members, for the remainder of the term.  If it is determined that the vacancy must be filled in order for the Board to operate effectively, the remaining Board members will assemble a list of willing and suitable nominees for the Membership to vote on at the earliest possible Membership meeting. 

 

SECTION I – Delegation of Powers –  To ensure the financial, ethical, and operational solvency of the Club, the Board of Directors may delegate the duties of any Officer or Member-at-Large to another Board member, as necessary and approved by the majority vote of the Board of Directors.  Such delegation cannot be overlapped with same or similar duties held by the designated recipient.

 

 

SECTION J– Parliamentarian – The President may appoint a Parliamentarian from among Board Members or general membership to provide advice on meeting protocol per Roberts Rules and/or act as the time-keeper moving agendas forward.

 

 

ARTICLE VII

 

COMMITTEES

 

SECTION A – Designation of Special Committees – Special committees may be formed and dissolved by the President, or by Board motion.  Committee Chairs will be appointed by the President.  Any Club member is eligible for Committee Chair or Committee Membership. Committee Chairs will recruit no fewer than two (2) members to serve on each committee.  The Chair will be responsible for creating the annual committee objectives with input from the Board of Directors.

 

SECTION B – Committee Meetings - Quorum – Reporting – Committees shall meet monthly, or as needed, either in-person or by telephone, to act on committee objectives.  A quorum consisting of a majority of committee members is necessary to conduct business or act on committee motions.  The Committee Chair or delegated representative will attend the monthly Board meetings to report on Committee progress.  If the Chair or delegate is impeded from attending the Board meeting, a detailed written report must be submitted to the President at least three (3) days in advance of the scheduled Board meeting.

 

SECTION C –Committees – Committees of the Club and their functions may include, but not limited to, the following, at the discretion of the President and/or the Board of Directors:

                                                                                                                                

• 1.      Membership Committee – The Membership Committee shall devise ways and means to maintain, monitor, manage, and increase the membership.  Outreach to bike shops, cycling groups, teams and organizations, universities, and the general public is a primary recruitment tool.
• 2.      Communications Committee – The Communications Committee shall devise and implement ways and means to establish effective communication between members and others.  The committee members will be responsible for the Club’s website content & updates, regularly-scheduled and special emails to members & associated cycling groups, Facebook group and page, other social media, and all electronic and printed communications.
•  
• 3.      Rides Committee – The Rides Committee shall be responsible for all Club rides, excluding annual Signature Rides and Trail Rides.  Routing, scheduling, communicating with the Communications Committee, cancelling rides due to weather or other circumstances, and maintaining safety procedures for all rides will be in the purview of this committee.

 

       4.    Safety Training Committee - The Safety Training Committee will recruit, schedule and train all
              EBC Ride Leaders and provide safety training for all other cycling groups, teams, bike shops, and
              community organizations.   Trainers will be eligible for educational workshops and certification
              programs paid for by EBC.   Trainers may be eligible for compensation when EBC services are
              employed by outside organizations.

 

      5.    Trails Committee –The Trails Committee will organize rides on improved and un-improved trails,
              greenways, gravel and canal trails to offer an alternative to road cycling

      6.     Advocacy Committee -   The Advocacy Committee will attend governmental and organizational
              meetings to review, propose and monitor cycling initiatives designed to enhance cycling safety.

      7.     Event Staff Committee – The Event Staff Committee is responsible for the setup of Club
              tents and marketing materials at club and non-club rides and events to promote EBC, elicit
              interest in new memberships, and assist with event needs.

 

      8.     Volunteer Committee – The Volunteer Committee recruits volunteers and maintains a master

               list of members and outside organizations & individuals who are able to volunteer for general

               assignments or specific rides/events duties.   The Committee will fill staffing needs at the

               request of the Board, Event Chairs and others.

     
      9.      Nominating Committee -  The Nominating Committee shall be responsible for recruiting
                appropriate and interested candidates for each year’s Board elections.

 

 
SECTION D – Expenses – No Committee shall incur any expenses beyond its appropriations without the consent of the Board of Directors, nor may any committee commit or bind the Club to any contracts or obligations without the express approval of the Board of Directors.

 

 

 

ARTICLE VIII

 

                                                           COMPENSATION / REIMBURSEMENT

SECTION A -  Board of Directors  -  No Board Member, whether an Officer or Member-at-Large shall be compensated for merely serving on the Board and performing stated Officer or Board duties.

Board Members may be compensated by the Club for services to the Club if they provide services that would otherwise have to be performed by or contracted with an outside source.  A motion to authorize such employment would have to pass by a majority of the Board members with the subject Board member refraining from voting and not present during voting.

EBC may pay Board Members for their services provided to an outside organization from funds received from that outside organization for such services.  Fair & reasonable compensation would be determined prior to execution of those services and communicated to the Board Member after a motion to authorize payment amount passes by a majority of the Board Members with the subject Board member refraining from voting and not present during voting.


SECTION B – Members -  Members may be compensated by the Club for services to the Club if they provide services that would otherwise have to be performed by or contracted with an outside source.  A motion to authorize such employment would have to pass by a majority of the Board members.

 

EBC may pay Members for their services provided to an outside organization from funds received from that outside organization for such services.  Fair & reasonable compensation would be determined prior to execution of those services and communicated to the Board Member after a motion to authorize payment amount passes by a majority of the Board Members with the subject Board member refraining from voting and not present during voting.

 

 

SECTION C – Reimbursement – Any Board Director or Club Member will be reimbursed by the Club for expenses incurred on behalf of the Club upon submission of receipts for those expenses, provided the Board of Directors has approved the expense in advance.  In the case where such an expense due to an emergency or an unexpected need occurs, a pre-approval by the Executive Board, along with receipts, is required for reimbursement.  Any expense below $100, provided there is justification for the expense along with receipts, will be reimbursed with a pre-approval by the President or the Treasurer.

 

                                                                                  ARTICLE IX 

                                                               PROFESSIONAL ADMINISTRATION
If deemed necessary to ensure the continuation and growth of the Club, the Board of Directors may vote to employ an Executive Director to administer and manage the Club’s operational functions at the direction of the Board of Directors.  An Executive Director would report directly to the President.

ARTICLE X

 

AFFILIATIONS

 

The Club may affiliate with other organizations of like purpose in a manner determined by the Board of Directors.

ARTICLE XI

 

MEETINGS

 

SECTION A – Annual Meeting – The annual meeting of the membership of the Club shall be held on the second Tuesday in January each year, unless there is an unforeseen circumstance, at the principal meeting place of the Club for the purpose of electing the officers and directors of the Club and for the transaction of such business as may come before the meeting.  If there should be an unforeseen circumstance, the meeting will be scheduled as close to this date as possible.

 

SECTION B – Regular Meetings – There shall be monthly meetings of the Club at which time reports of the Committees shall be made and an opportunity shall be provided for discussion by the members of policies and activities of the Club.

 

SECTION C – Special Meetings – Special meetings of the Club may be called by the President with five (5) days’ written or electronic notice.  Such notice may be waived in writing by a majority of the Board of Directors.

 

SECTION D – Conduct of Meetings – All meetings of the Club shall be conducted in accordance with the latest edition of Robert’s Rules of Order.

 

SECTION E – Quorum – A quorum at any monthly or special meeting of the Club shall be not less than twenty (20) members

 

ARTICLE XII

 

MEMBERSHIP CERTIFICATES

 

SECTION A – Membership Certificates – The Membership Committee shall provide proof of membership ID’s to members in a form approved by the Board of Directors.

 

 

SECTION B – Non-transferability of Memberships – All memberships in the Club are nontransferable.

 

 

 

ARTICLE XIII

 

BOOKS AND RECORDS

 

All books and records of the Club may be inspected by any member for any proper purpose at any reasonable time.

 

ARTCLE XIV

 

SEAL AND INSIGNIA

 

The President or a legal officer appointed by the President shall be the keeper of the Corporate Seal which shall be in the form of a circle and shall have inscribed the name of the Club and the words “Corporate Seal of Florida”.

ARTICLE XV

 

FISCAL YEAR

 

The Fiscal year of the Club shall begin on the first day of January of each year and end on the last day of December in each year.

 

ARTICLE XVI

 

AMENDMENTS TO THE BYLAWS

 

These Bylaws may be altered, amended, or repealed and new Bylaws adopted, by a majority of the members present at any regular meeting of the Club or any special meeting called for that purpose, providing that a written motion shall be submitted to the Board of Directors at least 30 days prior to the aforementioned meeting and a description of the motion distributed to the membership at least 15 days prior to the aforementioned meeting.

 

ARTICLE XVII

 

INDEMNIFICATION

 

Each officer and Director of the Club shall be indemnified by the Club against liabilities incurred as a result of, and expenses (including attorney’s costs and fees) reasonably sustained in the defense, compromise, or settlement of, any civil, criminal, or other action suit or proceeding to which he is a party or in which he may be otherwise involved by reason of his being or having been an officer or director of the Club provided that:

• 1.      In the event of final adjudication of such action, suit, or proceeding, such person shall not be adjudged liable for negligence or misconduct in the performance of duty or, if so adjudged, independent counsel shall find, upon submission of the question to it, that such negligence or misconduct did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided; or
• 2.      In the event that such action, suit, or preceding is compromised or settled before final adjudication thereof, independent counsel appointed by the Club shall find that such person did not engage in willful misconduct.

The foregoing rights of indemnification shall, in the case of death of an officer, inure to be the benefit of his estate and heirs.

 

 

 

ARTICLE XVIII

 

MISCELLANEOUS

 

SEC TION A – All words used in the singular number shall mean, extend to, and include the plural where applicable and vice versa; and all words used in any gender shall mean, extend to, and include any other gender, all as the context may require.

 

SECTION B – Trademarks and Devices

 

• 1.      Development – The Club shall develop and register such trademarks and devices, logos, and emblems as the Board of Directors determines to be necessary or advisable.

 

• 2.      Use – The Board of Directors may prescribe rules governing the uses of any such trademarks and devices, logos, or emblems.

 

 

SECTION C – Insurance

 

• 1.      Sponsored Activities:  The club shall maintain appropriate liability and other insurance for all club sponsored activities, including weekly rides, and comply with insurance company requirements.
• 2.      Directors and Officers: Club shall maintain Directors and Officers insurance as deemed appropriate by the Board of Directors.

 

ARTICLE XIX

 

DISSOLUTION

 

In the event the Club shall be dissolved, any proceeds or property shall be given to a charity or charities approved by the Board of Directors.

 

ARTICLE XX

 

DATE OF EFFECTIVENESS

 

Except as otherwise herein provided, these Bylaws shall be effective as of the date of incorporation of the Club.  Modifications thereof shall be effective as of the date of approval by the membership.