SAN DIEGO COUNTY BICYCLE COALITION BY-LAWS
Preamble
The purpose of the San Diego County Bicycle Coalition (SDCBC) is to promote bicycling as a form of transportation and recreation and to seek safer conditions for cycling countywide.
MEETINGS
1. Board of Director meetings shall be held on the fourth Wednesday of every month at a time and location as previously decided upon and published in the SDCBC newsletter. Meetings of the Board of Directors are public, all are welcome, except when dealing with personnel or contractual issues. In the event of an emergency need to change the time or place of the meeting, phone and/or mail contact will be made with all current Board of Directors.
2. Executive Committee meetings shall be held, as needed and scheduled by the Chair. The Executive Committee is to have as members the current officers and the immediate past Chair.
3. Committee meetings will be held at the convenience of the committee members and shall be scheduled by the committee chair.
4. General Membership meeting is in June. The primary purpose of the General Membership meeting is for the election of the Board of Directors. Other General Membership meetings may be held at the discretion of the Board of Directors.
5. A quorum, 33% of the members in good standing of the Board of Directors, shall normally be required in order to conduct Coalition Board of Director or General Membership meetings.
Membership
1. Membership shall be open to all persons and organizations interested in promoting bicycling as a form of transportation and recreation upon payment of annual dues as set by the Board of Directors. Individual, Club, and Organization members have one vote each at General Membership meetings.
2. Membership shall be open to bicycling clubs interested in promoting bicycling as a form of transportation and recreation upon payment of annual dues as set by the Board of Directors. Member clubs will be entitled to seat one person on the Board of Directors.
3. Membership shall be for one year from the payment of dues. Upon payment, the member shall be deemed to be in good standing. Membership categories are: (1) individual (at-large); (2) bicycle club or small business, and (3) corporate. [per decision of 2/3/94, Memberships to be renewed each March]
For purposes of attaining voting membership as a Club member, a bicycle club shall: have five or more dues paying members, have as a goal of the organization the promotion of bicycling as a form of transportation and recreation, have elected officers, be located in San Diego County, and support the goals and policies of the SDCBC. [per decision of 6/3/94]
4. Club membership dues requirements may be waived for clubs that otherwise have met SDCBC By-Law membership requirements when they:
A. Solicity, collect, and transfer memberships to SDCBC by including SDCBC membership as an option (positive or negative check-off) of membership in their own club or as an option for participation in their events; and;
B. Provide SDCBC with copies, mailed to the SDCBC P.O. Box, of their newsletters, meeting notices/agendas, and meeting minutes in the same frequency as they are published.
C. Publish or include in their newsletter or comparable publication, at least once every 12 months:
(1) a statement of support for SDCBC and a recommendation that their club members join SDCBC; and
(2) a SDCBC membership application; and provide as in 4.,B. above.
5. Corporate/Small Business membership dues requirements may be waived for organizations that otherwise have met SDCBC By-Law membership requirements when they provide the following
A. Publish or include in their regular publications, newsletter or comparable publication at least once every 12 months, or provide prominent posting and maintenance for the duration of their SDCBC membership in or on their place of business, a statement of support for SDCBC with the recommendation that their members, employees, readers, and/or others join in supporting SDCBC. SDCBC may supply the material for such posting and/or photo ready copy for publications upon request of the Corporation or Small Business: and
B. Provide SDCBC with a copy, mailed to SDCBC with the same frequency as they are published, of their newsletters, meeting notices/agenda, and meeting minutes or provide a description of the location of the posted statement of support for SDCBC and the opportunity to view such posting.
7. Club, Corporate, and Small Business members in good standing may publicize their membership and support for SDCBC, subject to approval of the SDCBC Board of Directors. Suggested language:
"(name) is a supporting member of the San Diego "County Bicycle Coalition."
"(name), a proud supporter of the SDCBC."
"(name), has supported the SDCBC since (date of first continuous to date membership)."
8. Club, Corporate, and Small Business members names may be published as supporting members in the SDCBC newsletter periodically and may be listed as supporting members in other displays or publications of the SDCBC subject to approval of the organization to be listed.
Board of Directors
Composition of the Board
1. The Board of Directors shall normally consist of ten to sixteen members, of which there is to be a balanced representation between Club representatives and "at-large" members. The Board of Directors will hold office from July through June. NOTE: A change to the Bylaws at the January, 2012 Board Meeting deleted the words in bold italics in the first sentence of this paragraph.
2. The Board of Directors will select five officers from Board of Director members: chair, vice-chair, secretary, treasurer, and newsletter editor.
3. Election of the Board of Directors will be held in June of each year. In April, the Board of Directors will appoint a committee whose responsibility will be to develop a slate of At-large candidates. This slate shall be presented at the May meeting, at which time additional nominations will be accepted from the floor. All members in good standing present at the June Board of Directors, General Membership meeting may vote by secret ballot. The candidates receiving the most votes will be elected to the available At-large positions. If a tie occurs for the last At-large position, a second ballot of the tied candidates will then be offered at the same meeting.
Duties of the Board
1. THE DUTIES OF THE BOARD OF DIRECTORS WILL BE
a) To choose from its membership the Coalition officers.
b) To choose from among its members the chair of all standing and ad hoc committees. Committee chair may be selected from members in good standing who are not members of the Board of Directors.
c) To establish annual dues for each membership category.
e) To act on all items of business requested by the membership by: getting recommendations from the appropriate committee(s); deciding general policy, operating procedures, and day to day operations.
f) To act on an item of business that has been properly published in the agenda, or at the same meeting if such action is warranted by the emergency nature of the item.
g) To hear reports by committee chairs at each meeting and to decide action upon proposals made by the committees.
i) To bring all items for action to a vote that shall become policy if passed by a simple majority of the Board of Director members present and in good standing.
j) To designate individuals to be Spokespersons for the SDCBC.
2. THE DUTIES OF THE OFFICERS SHALL BE
a) Chair:
(1) to develop, after consulting with Executive Committee members, and distribute an agenda prior to each General Membership and Board of Directors meeting.
(2) to preside at all General and Board meetings.
(3) to call special Board of Director or General Membership meetings if requested to do so by four members of the Board or by ten members in good standing. Action on proposals at Special Meetings may be taken only if at least one half of the Board of Directors are present. Board of Directors may provide "proxy" attendance and/or vote if such proxies are properly presented in writing prior to the beginning of the meeting to be missed.
(4) Chair to be a designated signer of SDCBC checks.
b) The Vice-Chair shall preside in the absence of the Chair. Vice-chair may be a designated signer of SDCBC checks.
c) The Secretary shall transcribe at all general and board meetings the date, time, and place of the meeting; the names of those present; and record all actions taken. The minutes will then be presented at the following meeting for acceptance by the members.
d) The Treasurer shall keep accurate account for the receipt and disbursement of funds; report monthly to the Board of Directors on the financial status; and be a designated signer for all SDCBC checks. Treasurer to be responsible for reconciling bank statements and bank business. Treasurer to prepare payments by check as authorized by Board of Directors. All but minor payments, less than $500, must be signed by two of the designated signatories. Records of the treasurer may be audited annually, or at any time there is a change of person holding the office.
e) The Newsletter Editor shall work with the Newsletter Committee and the Board of Directors to determine the newsletter contents.
f) The Membership Monitor shall process all new memberships; keep record of all current members; keep membership rolls including mailing, phone, etc. lists; and provide mailing labels of all members and public officials. The Membership Monitor shall also inform all members approximately two months before their membership expires. NOTE: A change to these bylaws at the January, 2012 Board meeting deleted this paragraph, clarifying the fact that the Membership Monitor is not an Officer of SDCBC.
Replacement of Officers and Members of the Board of Directors
1. A vacancy in any office for any reason shall be filled in the manner prescribed in the by-laws for regular appointments to each office. Emergency replacement of any officer or committee chair may be made by the Chair. Such replacement shall serve only until the next regular or special meeting at which a replacement for the remaining term shall be decided by the Board of Directors.
2. Any officer who misses three consecutive meetings and to whom notification of his/her impending replacement has been attempted by phone and by mail, may be replaced at a regularly scheduled meeting by a vote of the Board of Directors. Nominations will be by voice. Voting will be by voice; if there is any question about the result of the voice vote or if requested, voting will take place by secret ballot. If a nominee fails to get a simple majority, a run-off will then be held between the two top candidates.
3. Any member-at-large of the Board of Directors who misses three consecutive meetings and to whom notification has been attempted by phone and mail, may be replaced by another member selected by the officers of the Board. If any Board member who represents a member club misses three consecutive meetings, his/her club president shall be informed with a request for replacement. Note: A change to the Bylaws at the January, 2012 Board meeting replaced this section with the following:
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Replacement of Officers and Members of the Board of Directors
1. A vacancy in any office for any reason shall be filled in the manner prescribed in the by-laws for regular appointments to each office. Emergency replacement of any officer or committee chair may be made by the Chair. Such replacement shall serve only until the next regular or special meeting at which a replacement for the remaining term shall be decided by the Board of Directors.
2. Any officer who misses three consecutive meetings or any four meetings in the 12 month period of July through June of each year, and to whom notification of his/her impending replacement has been attempted by phone and by mail, may be replaced at a regularly scheduled meeting by a vote of the Board of Directors. Nominations will be by voice. Voting will be by voice; if there is any question about the result of the voice vote or if requested, voting will take place by secret ballot. If a nominee fails to get a simple majority, a run-off will then be held between the two top candidates.
3. Any member-at-large of the Board of Directors who misses three consecutive meetings or any four meetings in the 12 month period of July through June of each year, and to whom notification has been attempted by phone and mail, may be replaced by another member selected by the officers of the Board. If any Board member who represents a member club misses three consecutive meetings or any four meetings in the 12 month period of July through June of each year, his/her club president shall be informed with a request for replacement. Member Clubs should consider appointing alternate Club Reps. Attendance by an alternate alone will not be considered a meeting missed by a Board Member who is the regular Club Rep.
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Committees
THE PURPOSES OF THE SDCBC SHALL BE FURTHERED BY COMMITTEES.
1. Committees shall be created and dismantled as required to meet the needs of the Coalition by a majority vote of the Board of Directors.
2. All committees shall hold monthly meetings or as often as necessary.
2. All committees will be chaired by a member of the Board of Directors.
3. Action/recommendation must be taken/made by committees on proposals submitted to them by the Board of Directors. Said action/recommendation will then be reported to the Board of Directors at a regularly scheduled Board of Director meeting. Action/recommendations on other proposals may also be reported by committees at that time.
4. Membership on committees shall be open to any interested person; if membership on a committee is to be limited, membership shall be reserved for members in good standing.
5. Committees shall submit copies of all official correspondence to the designated officers of the Board for filing.
Amendments to the By-laws
Proposed amendments to this document shall be presented to the Board of Directors at a regularly scheduled Board of Director meeting. Such proposed amendment(s) will be noted in the SDCBC newsletter. At the meeting following the publication and mailing of the newsletter, the amendment(s) shall be voted upon. The amendment(s) will need to be accepted by two-thirds of the members voting to be accepted.
The following amendment was approved at the October, 2009 Board meeting:
COALITION SPOKESPERSON POLICY
A policy regarding Spokespersons is desirable for the following reasons:
1. To pre-designate qualified representatives for the Coalition; Spokespersons may be authorized and should be prepared to represent the Coalition in general or only on specific topics or areas of interest to the Coalition
2. When statements from the Coalition are to be made it is best to have designated persons prepared to refer media or other requests to
3. Having designated subject area "experts"/Spokespersons can help to organize Coalition presentations for those who would communicate on behalf of the Coalition at any public forums, gatherings or venues
4. People specifically designated to represent the Coalition will be more likely to be informed on their subject area and to accurately represent Coalition policy positions SDCBC members are encouraged to speak up in support and promotion of the purpose and goals of SDCBC.
The purpose of the Coalition is "... to promote bicycling as a form of transportation and recreation and to seek safer conditions for cycling countywide." The Coalition's purpose, goals and policies are available on the SDCBC web site.
SDCBC members or others who are not specifically designated are not authorized to represent SDCBC except to provide, but not to interpret, published SDCBC policy, Board decisions, and official positions. Official representation, including written communication and decision making based on SDCBC policy on behalf of the Coalition shall normally be provided by the Executive Director, Chair or Vice Chair, or by specifically designated Spokespersons. The Coalition Executive Director and the Chairperson are authorized to speak and to act for the Coalition on issues related to the Coalition. Individuals wishing to officially represent the Coalition must have prior approval.
The SDCBC Board, Executive Director, Chair and/or Vice Chair acting on behalf of the Chair may designate official Spokespersons as needed. The Board may designate, substitute or replace authorized spokespersons at any regular or special meeting. The Chairperson may substitute, replace or appoint Spokespersons as needed between regular Board meetings subject to Board approval at a subsequent Board meeting.
SDCBC members may also be designated as official observers to gather information and to report to the Coalition. |
