CBRC is a 501(3)(c) not-for-profit corporation registered with the State of New York. Under state corporate law, the operation of the club must be goverend by a set of by-laws. Those by-laws create a set of rules that control, among other things, the organization of the club, its membership, officer positions, election of officers, and member voting. Maintaining the club’s not-for profit status with the Department of State requires operation of the club under these rules, and it is important that all members be familiar with the by-laws. Reproduced in full below are our rules. Please read them over and familiarize yourself with them.
Capital Bike Racing Club By-laws
Article I. ORGANIZATION
Section 1. Name and Purpose.
- The name of the organization is “The Capital Bike Racing Club,” hereinafter referred to as “CBRC”. The purposes of CBRC are to provide bicycle racing and bicycling activities for its members, to promote to sport of amateur bicycle racing and to generally advance the interests of cycling through organized races, coaching and training events.
Section 2. Affiliations.
- CBRC is organized as a member of the USA Cycling (USAC) as described in IF3 of the USAC General Regulations.
Section 3. Nonprofit Status.
- CBRC has been incorporated and is registered with the New York State Department of State as a not-for-profit corporation. In all of its activities CBRC shall conduct itself as such, and no part of the income or capital shall inure to the profit of any private individual or group of individuals, except as reimbursement for necessary expenses and the furtherance of CBRC organizational purposes.
Article II. MEMBERSHIP
Section 1. Eligibility.
- Membership in CBRC is open to any individual who tenders a completed application and the appropriate membership fee subject to the provisions of Section 4 of this article. However, the Executive Board reserves the authority to reject any application by an individual for reasonable cause including, but not limited to, an individual’s record of criminal or other unlawful behavior.
Section 2. Application for Membership.
- An application form for membership, authorized by the Executive Board, shall include a statement releasing CBRC, its officers, members and agents from liability in case of accident, injury or misadventure in connection with CBRC activities.
Section 3. Dues.
- Membership dues shall be set by the Board and will be payable to CBRC during that period of time set by the Board.
Section 4. Removal of Membership Status.
- No member shall be removed or denied renewal except for cause. Cause shall include violation of CBRC by-laws or policies, including but not limited to unsportsmanlike conduct at or during cycling events. A resolution that a member be removed must be passed by a two thirds vote of a membership meeting, with advance notification via CBRC bulletin. A member may be suspended by an officer of the Board pending resolution of a complaint.
Article III. OFFICERS
Section 1. Titles of Officers.
- The elected Executive Board of CBRC shall consist of a President, Vice President, Secretary, Treasurer and a Board Member at Large. The Executive Board shall also serve as the CBRC Board of Directors in any circumstance in which such a designation is required. Hereinafter they will be referenced as the Board.
Section 2. Seniority.
- The order of seniority shall be that in which the officers are listed in Article III, Section 1. The most senior officer present at any membership or Board meeting shall be the presiding officer at that meeting.
Section 3. Candidates for Office.
- Any member in good standing over the age of 18 may hold the office of President, Vice President, Secretary, Treasurer, or Board Member at Large.
Section 4. Term of Office.
- Each officer shall be elected to a one year term to run concurrent with the calendar year. Officers are eligible for re-election. There shall be no limit upon the number of terms which any member may serve.
Section 5. Duties of Officers.
- A. President. The President shall be the chief executive officer of CBRC and shall represent, or assign a member to represent, CBRC to all outside parties, shall ensure that the agenda at all membership and Board meetings is carried out, and shall ensure that other elected officers are pursuing the duties of their respective offices.
- B. Vice President. The Vice President of Rider Development shall be responsible for planning, organizing and directing the racing and development activities of CBRC, with the assistance of any ad hoc groups of members and nonmembers. With the approval of the Board, the Vice President may establish rules governing the conduct of CBRC races. The Vice President shall assume the regular duties of the President if the President shall be incapacitated or in any way unable to perform those duties.
- C. Secretary. The Secretary shall give notice of and attend CBRC membership meetings and Board meetings; shall keep a record of such proceedings; shall submit a summary of such proceedings to the President for publication in the CBRC newsletter. The Secretary shall maintain a record of CBRC policies; and shall provide a copy of the current by-laws, policies, or any minutes upon request by any member. The Secretary shall administer membership applications and maintain membership records. The Secretary shall also administer annual processes relating to the ordering and distribution of CBRC uniforms and other gear.
- D. Treasurer. The Treasurer shall keep an account of all moneys received and expended by and for CBRC and shall make disbursements authorized by the Board. The Treasurer shall present written reports of the financial condition of CBRC on December 31 and June 30 of each year, and shall render a statement of CBRC’s financial condition and inventory of property as of December 31 of each year for presentation as the Board may direct.
- E. Board Member at Large. The Board Member at Large shall serve at the Direction of the President and have equal voting rights as all other Officers. The Board Member at Large shall coordinate the efforts of CBRC’s race directors and promoters and provide assistance to members that promote CBRC events.
- F. Racer development. At each annual membership meeting held pursuant to Article IV, §2 the members of the Board shall present at least one proposition, each of which shall consist of a CBRC program to provide specific support for defined CBRC racers. At such meeting the membership shall vote to approve one of the proposed programs, or to approve none. At such meeting the Board and the members, upon discussion and consultation, may formulate a program which was not originally proposed. Upon motion, properly seconded, the membership may then vote to approve or reject such program. If a CBRC racer development program is duly approved, the President and Vice President shall be authorized to expend CBRC funds.
- F. Public Relations. Each of the members of the Executive Board, in consultation with each other, shall share the responsibility to represent CBRC to the media, government and other organizations on cycling-related issues, in order to promote the sport and to encourage public, and governmental, support for CBRC, its programs and cyclists in general.
Section 6. Election of Officers.
- Nominations for each elective office will be accepted from the floor beginning at a membership meeting held in November or December of each year. All nominations are subject to seconding and to the nominee’s acceptance. Unless a candidate has submitted their consent in writing, no individual will be elected to a position on the Executive Board in absentia. As far in advance of the membership meeting as practicable, a list of nominees for each office shall be distributed to all members of CBRC. Elections shall be held at the November/December membership meeting by ballot, which may be submitted by mail or in person at the meeting.
Section 7. Removal of Officers.
- No elected officer shall be removed from office and/or membership before expiration of his/her term except for cause. Cause shall include misappropriation of CBRC funds, consistent failure to perform the duties of the office and/or violation of CBRC by-laws or policies. A resolution that an officer be removed from office must be passed by a two-thirds majority vote of the membership.
Section 8. Vacancies.
- If there shall be a vacancy in any elective office, the Executive Board shall appoint a successor to fill the unexpired portion of the term.
Article IV. MEETINGS
Section 1. Time and Place of Meetings.
- The Board shall meet as often as deemed necessary among themselves (but not less than once per year), or on call of the President, or upon petition by at least three members of the Board, or upon petition by ten CBRC members. The decisions voted by a majority of the Board shall become the policy of CBRC, unless reversed by a two-thirds majority vote of the membership in accordance with Article V. Membership meetings shall take place at a time and place determined by the Executive Board and announced in the newsletter or via CBRC bulletin.
Section 2. Annual Meeting.
- The Board shall schedule an annual membership meeting in November or December of each year.
Section 3. Quorum.
- A quorum at all membership meetings shall consist of twenty members of CBRC, at least one of whom shall be an elected officer of CBRC. A quorum at all Board meetings shall consist of at least half of CBRC officers.
Section 4. Rules of Order.
- The CBRC Board may establish and amend such rules of order as may be necessary for the conduct of business at meetings.
Article V. MEMBERSHIP VOTING
Section 1. Who May Vote.
- All members are eligible to vote. Each member shall have one vote on any issue put to a vote of the membership.
Section 2. Required Vote.
- All issues shall be decided by a simple majority vote from among all votes cast (including written ballots, if any), except for the following issues, which must be decided by a two-thirds majority of all votes cast: amendments to these by-laws, removal of officers, removal of members and reversal of decisions of the Board. A vote on an amendment to these by-laws shall be taken only after notice of the proposed amendment has been given to the members in the newsletter or by means of other CBRC bulletin. Abstentions shall not be considered cast votes. In the event of a tie on an issue decided by a show of hands vote or written ballot vote, the Board members present, collectively, shall cast the deciding vote.
Section 3. Reconsideration of Votes.
- All votes shall be considered final, and the election or issue that was voted upon may not be reconsidered for at least six months unless a petition signed by the lesser ten percent of the membership or twenty members, requesting reconsideration of the issue, is presented to the President.
Article VI. EXECUTION OF INSTRUMENTS
Section 1. Contracts and other Instruments.
- The Board may authorize any officer or officers to enter into any contract or to execute and deliver any instrument (e.g., checks, titles to property, etc.) in the name of and on behalf of CBRC. The Board shall not, however, enter into a loan or other form of indebtedness without debate and approval by membership vote.
Section 2. Orders for Payment of Money and Evidences of Indebtedness.
- All checks, drafts other orders for the payment of money or other evidences of indebtedness issued in the name of CBRC shall be signed by the Treasurer or such other officers as the Board may from time to time authorize.
Section 3. Sale or Transfer of Property.
- Property owned or held by CBRC shall be held by the Board until disposition is authorized by the Board.
Section 4. Dissolution of CBRC
- In the event of the dissolution of CBRC, all CBRC assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code.
Article VII. MISCELLANEOUS
Section 1. Limitations of liability.
- Nothing herein shall be construed as causing officials, or members, of CBRC as partners for any purpose. No officer, member or agent shall be liable for the acts or failure to act of any other officer, member or agent of CBRC nor shall any officer, member or agent of CBRC be liable for his/her acts or failure to act under these by-laws, excepting only acts or omissions arising out of his/her willful misfeasance.
Article VIII. EFFECTIVE
Section 1. These by-laws shall become effective January 1, 2015, upon ratification by the present Board, and shall supersede all previous by-laws.