By-Laws of the Tacoma Washington Bicycle Club

ARTICLE I

NAME

The name of the Organization shall be "The Tacoma Washington Bicycle Club." Hereinafter referred to as "Club."

The Tacoma Washington Bicycle Club is a 501 C (3) Non-Profit Organization.

Our mission is to provide "Cycling for Fun, Fitness and Livable Communities."

ARTICLE II

OBJECTIVES

The objectives of the Club shall be to:

A. Promote bicycling for recreation, health, and transportation;

B. Organize social and bicycle activities;

C. Associate and cooperate with other clubs and associations to promote bicycling and foster fellowship;

D. Educate members and the public regarding bicycle issues and safety.

ARTICLE III

MEMBERSHIP AND DUES

A. Membership: Club membership is open to all bicycle riders and supporters of bicycling.

B. Dues:

1. Memberships shall be effective the date of receipt of dues and shall run for one (1) year.

2. Memberships not renewed prior to the date of expiration shall be deleted from the Club roster.

3. Membership dues shall be Thirty dollars ($30.00) per year.

4. Two (2) or more persons who are either related or living at the same residence may share a membership and dues as a family. For voting purposes, each person is one member and one vote.

ARTICLE IV

BOARD MEMBERS

A. Selection of Board Members: Board members shall be elected from the Club membership at the annual meeting each year by a simple majority of members present and all serve until successors are duly elected.

B. Board Member Powers: The business and affairs of the Club shall be managed by the Board Members.

C. Board Members Primary Duties: The elected Club board members and their duties shall be:

1. President: The President shall preside at all Club meetings and Board members' meeting and shall appoint, with the approval of the board, all committee chairpersons.

2. Vice President: The Vice-President shall, in the President's absences, assume the President's office and preside therein. The Vice-President shall be responsible for organizing the general member meetings.

3. Secretary: The Secretary shall keep the minutes of all Board Members' meetings and general membership meetings when necessary and shall prepare written documents, notices and correspondence for the Club.

4. Treasurer: The Treasurer shall maintain the Club financial records, prepare reports of receipts and expenditures, prepare information to support the budgeting process and collect Club dues and fees. The Treasurer shall be responsible for paying Club invoices.

5. Ride Captain: The Ride Captain, as the rider representative, shall be responsible for the organization and execution of all touring activities, except special events.

6. Newsletter Editor: The Newsletter Editor shall be responsible for the publication of the Club Newsletter.

7. Director of Community and Government Relations: The Director of Community and Government Relations shall be responsible for Club relations with the surrounding communities and governmental entities, and for safety and education.

8. Director of Special Events: The Director of Special Events shall be responsible for the organization, monitoring and general director of event rides.

9. Webmaster: The Webmaster shall be responsible for the Club website and social media interfaces.

10. Past President: The Past President shall be the most recent past president of the Club and shall be responsible for maintaining a general constancy and continuity of the Club. The Past President shall bring to this position the knowledge and experience gained by serving the previous year as President of the Club. This is a non-elective position that expires after one year's time.

D. Elections

1. Elections of the Board Members shall be held at the Annual Meeting in June.

2. Nominations shall be made from the floor.

3. A simple majority vote of those members present and voting hall be necessary to elect the Board Members. Board members take office immediately following the elections.

E. Vacancies

1. The Board shall fill any office that becomes vacant with a replacement to be confirmed at the next general meeting.

2. In the event of a vacancy in the office of President, the Vice-President shall assume the office of President and the office of Vice President shall be filled by appointment.

F. Compensation: Board Members shall receive no fee or compensation for services rendered. Travel, meals, and other direct expenses may be reimbursed upon approval by the board.

G. Board Meetings:

1. Regularly scheduled board meetings are held the second Tuesday of each month.

2. Special Board meetings may be held upon the call of the President, Secretary or any two (2) or more of the Board Members.

3. Notice of the time and place shall be given to all Board Members at least three (3) days in advance of the special Board meeting.

H. Voting

1. A simple majority of the Board Members shall be required to conduct business.

2. All Board Members shall have one vote each, with the exception of the current President who shall not have a vote. When there is a tie on an issue among the remaining Board Members who are present at a vote, the tie shall be broken by the current President casting the deciding vote.

ARTICLE V

COMMITTEES AND TASK FORCES

A. Board committees or task forces

a. Any board member may recruit committee and task force members to assist with the duties of the appointing Board member.

b. Any committee or task force member shall not receive pay.

c. This subsection does not require a board meeting.

ARTICLE VI

STAFF MEMBERS

A. Temporary Services

1. Paid temporary services or staff shall be appointed by the board at a board meeting.

2. Temporary services or staff may receive compensation in accordance to the amount specified by the board at the time of appointment.

3. The board shall provide a written description of the service or job description and the cost or compensation to the club.

4. This subsection requires a board meeting.

B. Permanent staff

1. Permanent staff shall be appointed by the board at a board meeting.

2. The board shall provide the following in written form:

i. Job description, which may include a purpose statement

ii. Compensation or cost to the club

3. The board shall read the written proposed staff member and position description at a general membership meeting.

4. The staff position shall be voted upon at the following general membership meeting.

5. If a staff position is unfilled at any time following the position being approved by the general membership, the board may appoint a staff member to fill the position at any board meeting.

C. Staff Member Primary Duties shall be listed in a roster maintained by the club secretary and made available to membership, including the written description of the purpose of each Staff Member

ARTICLE VII

CLUB MEETINGS

A. Annual Meeting: The Annual Meeting of the members of the Club, for the purpose of electing Board members and for other business as may arise, shall be held at a place to be designated by the Board Members on the third Tuesday of June of each year.

B. Notification: Written notice of the Annual Meeting or special meetings for Club members, stating the place, date and hour of the meeting, shall be given in the Club Newsletter at least 3 days before the date of the meeting.

C. General Membership Meetings: The General Membership Meetings of the Club shall be held on the third Tuesday of the month, unless otherwise announced, and are open to the public. Meetings shall begin at 6:00 p.m. unless otherwise announced.

D. Special Membership Meetings: Special Membership Meetings shall be called by a simple majority of the Board Members.

E. Voting:

1. A member shall carry one (1) and only one (1) vote.

2. Members must be present, physically or virtually (call in or video call) at the meetings in order to vote.

3. No proxies shall be allowed.

4. The affirmative vote of a simple majority of those members present and voting shall be necessary for the adoption of a motion, or for the determination of all questions and business that shall come before the meeting.

ARTICLE VIII

PROPERTY RIGHTS OF CLUB MEMBERS

A. Stock: The Club shall have no capital stock

B. Property rights: No member of the Club shall have any right, title or claim of interest, in or to any property or assets of the Club, except upon dissolution, according to the law of the State of Washington.

ARTICLE IX

REVENUE AND EXPENDITURES

A. Revenue: All revenue shall be placed in a club bank account.

B. Authorized expenditures:

1. All expenditures shall be made to promote the Club's objectives as stated in Article II.

2. An annual budget will be developed by the newly elected Board Members and taken to the General Membership and presented at the November meeting.

3. All revenue or expenditure items outside of the General Membership Approved Budget shall be approved by a two-thirds majority of all voting Board members.

ARTICLE X

FISCAL YEAR

A. For the purposes of managing, budgeting, and reporting to the membership. The Fiscal Year of the Club shall be from January 1 through 31 December of the same year. Tax reporting for local, state and/or federal purposes shall continue to be on a calendar year basis.

B. Budget shall be voted on by the General Membership prior to the start of the new budget year. An independent person shall be appointed by the Board Members to review the books of the Club, once a year.

ARTICLE XI

AMENDMENTS TO THE BY-LAWS

A. Submission:

1. A written copy of a proposed amendment to the Bylaws shall be submitted to a presiding Board Member at any Club meeting.

2. The proposed amendment shall be read for the first time at that meeting.

3. Notice of the proposed amendment shall be given to the members in the new regular Club newsletter.

B. Second reading: At the next regular or special Club meeting, the proposed amendment shall be read for a second time and shall be open for discussion.

C. Voting: A vote upon the proposed amendment shall be held after the second reading. The amendment shall be adopted upon the affirmative vote of a simple majority of those members present (including virtual) and voting.

Adopted at a regular meeting on March 7, 2023