CHAPTER BY-LAWS
Updated: 12 NOVEMBER 2001
CHAPTER BY-LAWS1
I. NAME AND PURPOSE
II.PRINCIPAL OFFICE
III.CHAPTER RESPONSIBILITIES
IV.MEMBERSHIP
V.VOTING BY MEMBERS
VI.NOTIFICATIONS AND MAILINGS TO MEMBERS
VII. MEDIA
VIII.OFFICERS OF THE CHAPTER BOARD OF DIRECTORS
IX.ACTIONS AND MEETINGS OF THE BOARD OF DIRECTORS
X.COMPENSATION OF OFFICERS AND MEMBERS
XI.FISCAL YEAR
XII.AMENDMENTS OF BY LAWS
I. NAME AND PURPOSE
A. The name of the Chapter is:The Southern Off-Road Bicycle Association, Woodstock, GA
B. The purpose of this SORBA Chapter will complement the goals and purpose of the main SORBA organization as described below
The Southern Off-Road Bicycle Association [SORBA], is a non-profit organization dedicated to promoting sustainable trail access for mountain bicyclists and to maintaining the trails on which mountain bikers ride. SORBA supports the conservation of open spaces and is committed to educating mountain bicyclists to ride sensitively and responsibly in order to protect the natural environment and the experience of other trail users. Toward these ends, SORBA has the following goals:
1. Activities and Programs. To provide its members and the general public with opportunities to steward, care for, and create trails on the Southeast’s open spaces. We offer trail maintenance work days, bicycle courtesy patrols, group rides, educational programs and family activities designed to promote the responsible use of public trails by mountain bikers.
2. Environmental Protection. To provide leadership in 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 SORBA’s geographical area.
3. Organization. To provide an organization of volunteers and professionals who will manage SORBA’s facilities and programs, encourage public respect for the environment and mountain biking, offer SORBA’s expertise to others, and support individual contributions in realizing SORBA’s goals.
II.PRINCIPAL OFFICE
The principal office contact of the Chapter shall be The Southern Off-Road Bicycle Association, Woodstock Georgia Chapter, Post Office Box 2652, Woodstock GA 30188
III.CHAPTER RESPONSIBILITIES
A. The chapter shall not have the power to take any action that is in violation of the charter or by laws of the parent SORBA organization.
B. The Chapter shall be responsible for carrying out, at the local level, the purposes of the parent SORBA organization as set forth in these Bylaws.
C. The Chapter must host a minimum of two work parties per year. This obligation may be met by organizing work parties on any trail within the Chapter’s responsibility or on any trail not already stewarded by a particular chapter.
D. The Chapter must lead a minimum of two rides per year.
E. The Chapter membership must perform a total of at least 80 hours of trail maintenance on approved trails per year.
F. The Chapter Financial statements must be presented to the SORBA parent organization’s Treasurer at each regularly scheduled meeting of the SORBA parent organization’s Executive Board of Directors.
G. The portion of SORBA membership dues which shall be payable to the separate treasury of fund for the chapter shall not exceed 50% of the members dues.
H. Fat Tire Times participation is expected in each issue. Minimum participation includes the submission of one article or chapter report.
I. Each Chapter shall have its own Chapter Board of Directors empowered with the management of chapter affairs and programs consistent with Article I.B. of the Bylaws describing SORBA’s mission and purpose as listed above
J. This Chapter shall have the following officers elected by the Chapter Board of Directors or by two-thirds vote of the membership: President, Vice President, Secretary, Treasurer, Trail Director, and Mountain Bike Patrol Director.
K. The Chapter may pursue programs and activities consistent with the SORBA Bylaws, but must obtain consent from the parent organization’s Executive Director prior to initiating any new program or category of activities.
L. The Chapter may allocate Chapter Funds as deemed necessary according to these Bylaws. Chapter Funds shall be those funds received as a rebate from SORBA and those funds obtained by the chapter itself. The rebate shall be membership dues from the Chapter, less the cost of newsletter publishing and other services provided by the SORBA parent organization. These funds shall be made available at the regularly scheduled meetings of the parent organization’s Board of Directors.
M. Suspension of the chapter will result if the standards, as described above, are not met. Suspension results in a chapter losing its right to vote on the SORBA parent organization’s Executive Board of Directors for a period of six months at which time the status will be reviewed.
IV.MEMBERSHIP
A. Types of Membership
1.Individual membership must be held by a person in his/her own name, and only the person in whose name the membership is registered shall be a member.
2. Family membership may be held by any natural person and shall entitle the registrant’s spouse and all his/her children under the age of 18 to be members.
3. Organizational membership may be held by any business or non profit organization, whether incorporated or not, in its business or organizational name.
B.Dues
Dues for all members shall be set by action of the SORBA parent organization’s Board of Directors including special membership rates for individual members under the age of 18. The SORBA parent organization’s Board of Directors may determine certain amount of dues, in excess of the ordinary membership dues, shall entitle any member to be recognized as a sustaining member. All dues shall be payable to SORBA.
C.Multiple Memberships
No person or organization may hold more than one membership registered in his/her, or its, name.
D. Acquisition of Membership
All persons or organizations shall become members of the SORBA parent organization upon payment of one year’s dues, in advance, for the membership requested, and submission of an application for membership as required. Once membership in the parent organization is obtained, the member may elect to affiliate with this chapter as designated on the membership application.
E.Expiration and Renewal of Memberships
1.All memberships shall expire on the last day of the twelfth month after the month in which membership is acquired.
2.All memberships may be renewed for a term of not more than one year by the payment of the appropriate dues prior to expiration.
F.Membership Rolls and Evidence of Membership
The SORBA parent organization shall maintain a roll of all current membership, except those who are not the applicant in a family membership. The roll shall include the names of the members, the address of each member, the type of membership, and the month and year in which the membership expires. This roll, if maintained in good faith by the SORBA parent organization, shall be the sole evidence of the names, types of membership and expiration date of the membership for all members, regardless of errors, which may exist in such roll.
G.Membership Cards
The SORBA parent organization may issue membership cards or other certificates to all members for identification purposes only.
H.Transferability of Memberships and Proxies
All memberships are non transferable. No member may assign his/her right to vote or any other right or privilege of membership by proxy or otherwise.
I.Application Forms
All application forms for membership shall contain, at least, the following information:
1.Name of member making application, which shall be the name in which the membership is registered.
2. Address of member.
3.Names of spouse, and names and ages of all children to be included in a family membership.
4.Type of membership desired.
5.Age of member applying, if less than 18 years.
6.Date of application.
7.A statement to the effect that the applicant will comply with all the applicable rules of the SORBA parent organization as contained in the charter and by laws.
8. Personal signature of the applicant.
9. Chapter of affiliation.
V.VOTING BY MEMBERS
On all matters upon which the members of the Chapter are entitled to vote, each individual membership shall be entitled to one vote, each family membership shall be entitled to two votes, which need not be the same, and organizational memberships shall not be entitled to any vote. The registered members holding a family membership shall, however, be the only member of the family group of members who shall be authorized to cast the votes of the family membership. With regard to any matter requiring the petition of a certain number of members, however, each membership shall count as only one member, and organizational memberships shall not be counted.
VI.NOTIFICATIONS AND MAILINGS TO MEMBERS
Any mailings of ballots or otherwise, and all notices of the Chapter to any member(s) shall be deemed to have been received by said member(s) if a mailing is made according to the roll of members in the usual manner, in good faith. This is regardless of the fact that any one or more members do not receive such mailing, or that such failure is due to negligence of the Chapter or its agents, unless such failure shall be due to the willful misconduct of the Chapter or its officers.
VII. MEDIA
The Chapter Board of Directors shall approve, by the simple majority vote, the nomination of a Chapter Journalist. Removal of persons in those positions should be under the same conditions. There shall be no definite length of term.
The Chapter Journalist shall be responsible for sending submissions to the Fat Tire Times Editor, minimum of one submission per issue, and for supporting the production of the Fat Tire Times.
The Chapter may elect to assign this responsibility to the Chapter Secretary.
VIII.OFFICERS OF THE CHAPTER BOARD OF DIRECTORS
A. Officers and Duties.
The officers of the SORBA Executive Board of Directors for the Woodstock Chapter shall be:
1. President - The president shall be responsible for carrying out the directives of the Chapter Board of Directors.
2. Vice President The vice president will be responsible for assisting the president in administrative tasks.
3. Treasurer The treasurer shall maintain records of all financial transactions and report such to the Chapter membership at each regularly scheduled meeting of the Chapter Board of Directors and monthly membership meeting.
4. Secretary - The secretary shall record the minutes at each regularly scheduled meeting of the Chapter Board of Directors, monthly membership meeting, maintain a current version of the by laws, and maintain the SORBA Woodstock’s archives and library and provide information to members and other from this resource.
5. Trail Director – The trail director shall organize and manage all work parties sponsored by the Chapter. All trail related issues must be reviewed and by the trail director for compliance with landowner agreements and trail building standards prior to commencement of work on trail issues.
6. Mountain Bike Patrol Director – The mountain bike patrol director shall organize and manage all aspects of the Chapter’s mountain bike patrol, in accordance with the guidelines set forth by the National Mountain Bike Patrol (NMBP) including, but not necessarily limited to, issues regarding trail information, safety, and rider education.
B. Chapter Board of Directors
The Board of Directors shall serve as the governing body for the Chapter and shall be responsible to set all policies of the Chapter and shall make decisions regarding the Chapter’s operation.
C. Election and Tenure of Officers
1. Qualifications
a. Any member of the Chapter meeting the following prerequisites may hold any Chapter office.
1. Participation in one Chapter work party
2. Participation in one Chapter ride
3. Attendance of two monthly chapter meetings
b. No one member may occupy more than one position on the Chapter Board of Directors.
2.Nomination of Officers
a.Nominations by the Chapter Board of Directors
The Chapter Board of Directors shall, at its regular November meeting, each year, nominate officers for the term beginning January 1 of the following year. A person shall be deemed nominated if, on the vote upon the nominations for that office, s/he receives at least two votes and meets the qualifications as set-forth in VIII C-1-A
b.Nominations by Membership
Any member not nominated by the board of directors may be nominated for any office upon the request of at least five members, other than officers, of the Chapter provided they meet the qualifications as set-forth in VIII C-1-A. Such request may be made orally at the nominations meeting or in writing at any time before the nominations are closed.
3.Notification of Membership
The Chapter membership shall be notified each year, prior to the November meeting, of the nomination process and date of the meeting.
4.Closing of Nominations
The Chapter Board of Directors shall fix a date for the closing of nominations for the members no earlier than the last day of November.
5.Election of the Chapter Board of Directors
Chapter officers shall be elected by a simple majority vote of the membership of the Chapter. Ballots shall be delivered to members no later than the 31st day of December.
7.Newly elected officers shall take office on the 1st day of February, and the members shall be notified as soon as practical of the results of the election.
8.Terms of Officers
All Chapter officers shall serve for a term of one year, or until their successor has taken office. There are no consecutive term limitations.
9.Vacancies
a.A vacancy shall be filled by a simple majority vote of the Chapter Board of Directors.
b. A vacancy occurring by an increase in the number of officers shall be filled by a regular election, a special election called for that purpose, or by a simple majority vote of the Chapter Board of Directors. If not a regular election, no more than three individual positions with remaining terms of less than one year may be filled.
c. In all cases of a special election to fill a vacancy, reasonable opportunity shall be afforded to the membership to make nominations in the manner for regular elections.
D. Removal of Officers
Any officer may be removed from office at any time, with or without cause, either by action of the parent organization’s Board of Directors, Chapter Board of Directors, or by action of the members.
1.Any officer may request the Chapter Board of Directors remove any officer, and such request, if seconded, shall be voted on at the next regular meeting of the Chapter Board of Directors, or at a special meeting called for that purpose not less than two weeks after the request is seconded. Upon the vote of 2/3 of the votes cast by the Chapter Board of Directors, the officer shall be removed.
2.Upon the receipt of the written petition signed by at least 10 of the members of the Chapter requesting the removal of any officer, the President shall order that a vote of the membership be taken on the removal of the officer. If a majority of the votes cast favor removal, the officer shall be removed.
IX.ACTIONS AND MEETINGS OF THE BOARD OF DIRECTORS
A. The board of directors shall meet once per month at a place and time as announced on the club website.
B. A special meeting of the Board of Directors may be called by the President and shall be called by the President upon the request of a majority of the officers, upon 10 days notice to the officers. Such notices shall be deemed complete if in writing, and mailed by at least first class mail, to the officer’s address as shown on the roll of members, with adequate postage affixed to it, or if sent electronically and receiving officer responds.
C. All meetings of the Board of Directors shall be open to any member of the Chapter, and a member in attendance shall have the right to be recognized to participate in any debate or discussion being addressed by the Board of Directors.
D. Voting
1. A majority of the officers present at any meeting shall constitute a quorum for the conduct of any business except in the case of Director elections or bylaw changes. The quorum shall continue until adjournment regardless of the departure of any officer.
2. The affirmative vote of a majority of the officers present and voting shall be required for any action of the board of directors, unless otherwise provided in these by laws.
3. Any officer present at the meeting shall be deemed to have waived notice thereof, and to have assented to all actions taken therein unless that officer requests specifically that his/her dissent be recorded in the minutes.
E. The officers may take any action without a meeting using conventional or electronic mail. This includes such matters as require the assent of more than a simple quorum. The consent of the Board of Directors to use this method and the record of the vote shall become a part of the minutes of the board of directors.
X.COMPENSATION OF OFFICERS AND MEMBERS
No officer shall receive any compensation or remuneration for his/her services in official capacity of the office, but the officer may be reimbursed for actual expenses incurred. The Chapter may employ any member, other than an officer, in his/her personal business, or professional capacity to perform services for the Chapter which would, in the normal course of business be contracted for with non members, and the Chapter may pay such member reasonable compensation for such services.
XI.FISCAL YEAR
The fiscal year for the Chapter shall begin and end concurrently with the SORBA parent organization’s fiscal year.
XII.AMENDMENTS OF BY LAWS
A.These by laws may be amended by the affirmative vote of at least two thirds of the Chapter Board of Directors at any regular meeting of the board of directors, or any special meeting called for that purpose, provided that all officers have been notified, at least 10 days prior to such meeting. The notice may be included in the notice for the special meeting.
B.Notwithstanding the above any amendment, which substantially alters the rights of members, shall take effect only upon the vote of a majority of the members in a referendum. An amendment shall be deemed to substantially affect the rights of a member only if it:
1. Changes the rights of a member to vote, or to make nominations, including adequate notice of same.
2. Affects a member’s right to receive notices or his/her access to information about the Chapter.
3. Alter the rights of members to remove officers, or to elect officers to fill vacancies.
4. All members shall be notified of any amendments of the by laws as soon as possible.
Monday, OCTOBER 16, 2000
CHAPTER BY-LAWS
Page 10 of 10
SOUTHERN OFF-ROAD BICYCLE ASSOCIATION
WOODSTOCK, GEORGIA CHAPTER
Post Office Box 2652
Woodstock, GA 30188