Valley Mountain Bikers' By-Laws

Last altered after vote and approval at February 2012 membership meeting.

ARTICLE I - GENERAL

1.1 NAME. The name of this organization shall be the Valley Mountain Bikers (hereinafter VMB and/or Club)

ARTICLE II - PURPOSE

2.1 VMB is an educational and charitable organization devoted to preserving and promoting the sport of mountain bicycling. Our Club is dedicated to encouraging and organizing volunteerism, and views the sport as a vehicle to promote healthy outdoor recreation, conservation, and trail use opportunities that are environmentally sustainable and socially responsible.

2.2 VMB is dedicated to promoting, preserving, and enhancing mountain biking by:

  1. Educating and promoting responsible trail use and ethical behavior within the mountain bicycling community to ensure a safe and enjoyable trail experience for all users
  2. Work with State Parks, County Parks, Township Parks, landowners and environmental societies to map, preserve and develop multi-use trails
  3. Organize volunteer work groups to repair, create, clean-up, and maintain sustainable multi-use trails based on International Mountain Biking Association standards
  4. Promoting, participating, and volunteering at races and bicycle events
  5. Advocate bicycle safety, and work in conjunction with various other non-profit entities to promote bike safety techniques for both on and off road cycling
  6. Promoting respect and care for public lands
  7. Acting as a liaison between trail users and public land managers
  8. Acting as a partner for open space conservation and recreational trail use opportunities
  9. Promoting efforts to increase the diversity of the mountain bicycling community

ARTICLE III - MEMBERSHIP

3.1 MEMBERS. VMB shall be comprised of no fewer than seven (7) members. A member is one who pays dues on an annual basis and remains in good standing with the organization. A Member must submit a waiver of liability. Renewal dues are due a calendar year after the initial dues are received by the Club. Upon expiration, the Club will allow grace period of 30 days to pay renewal dues, beyond which, the person is no longer considered a Member.

3.2 SITE USERS. A “Site User” is a person who has registered on the web site but has not paid membership dues. A "Site User" shall be required to submit a waiver of liability electronically via the Club web site. A "Site User" shall not be permitted to vote on any official Club business or is not considered an insured under the Club's insurance program.

3.3 DUES. Dues will be determined by the Board and approved by the Club Membership. Dues paying Members will be allowed discounts, promotions and participation in certain events, as determined by the Board.

3.4 NEW MEMBERS. New members shall be admitted upon signing a registration form and waiver, and paying annual membership dues, if any as adopted by membership.

3.5 TERM OF MEMBERSHIP. Members shall serve until their dues expire, until they choose to resign or until removed from membership under the terms of Article III, Section 6 of the Bylaws.

3.6 REMOVAL FROM MEMBERSHIP.

  1. Members will automatically be removed if they do not renew and pay their annual membership dues.
  2. Members wishing to resign may do so through written or oral communication to an officer or director of VMB. Unless the Board determines special circumstances warrant a refund, membership dues are not refundable.
  3. Members' actions, which conflict with the Purpose (Article II), of VMB shall be brought in front of the Board for review and action. The Board can elect to remove member or dismiss claim. If Board decides to remove, the member can appeal at this point, in which that particular action will be voted on by majority vote of members of VMB.

ARTICLE IV - NOMINATION AND ELECTION OF OFFICERS

4.1 NOMINATIONS. Nominations for officers will open up at the September meeting. 

4.1.1 At the November meeting nominations for officers will close at the end of the meeting and/or online in lieu of a meeting.

4.1.2 Final nominations will be posted on the web site following the November meeting.

4.2 ELECTIONS.: At the December meeting, election of all officers shall take place by ballot and those elected shall take office as of January 1 of next year.

4.3 OFFICERS. Officers of VMB can appoint members to the board as deemed necessary and upon approval of the majority of members at a regularly scheduled meeting.

4.3.1 Officers of VMB shall be chosen by the membership of VMB. The Elected Officers shall be the President, a Vice President, a Secretary, & Treasurer. Each of the Elected Officers shall serve for a term of one (1) year and until a successor is elected.

4.3.2 PRESIDENT. The President shall be the principal spokesperson and chief elected officer of the organization, but may delegate such functions to other members or committees as deemed appropriate. The President shall exercise general supervision over the business and affairs of VMB and shall perform all duties incident to the office of President and other duties as may be prescribed by VMB.

4.3.3 VICE-PRESIDENT. The VMB Vice President will preside over all official meetings in the absence of the Club President. In conjunction with the Club President, the Vice President will be responsible for the conduct of all official organizational business of this club.

4.3.4 TREASURER. The Treasurer shall be the chief financial officer of VMB and will serve as a member of the Budget Committee. The Treasurer shall be responsible for the funds and securities of VMB; maintain accurate records of all receipts and disbursements; disburse funds for the purpose of and in the amounts authorized by VMB; and ensure that VMB maintains compliance with Pennsylvania and federal statutes concerning raising and spending funds and reporting income and expenditures.

4.3.5 SECRETARY. The secretary shall be responsible for correspondence; notification of Officers when terms are expiring; recording, preparing and making available minutes of all meetings; and sending announcements of meetings. The secretary also shall be responsible for assembly and distribution of appropriate written material to newly elected Officers.

ARTICLE V – THE BOARD

5.1 The VMB Board shall consist of its elected Officers and other Board members as appointed by the elected Officers (hereinafter "THE BOARD") and approved by the Membership.

5.1.1 The Board shall consist of no more than five board members in addition to the officers.

5.1.2 A Board member’s term is from the time of appointment and approval, through March 31 of the year following their appointment and approval, unless the board member was approved between January first and March 31,  in which case the board member’s term starts April first.

5.1.3 There shall be at least one board meeting between January first and March 31.

5.2 At the first meeting of the new Board after April first they shall elect a chairman to run the Board Meetings and a secretary to record the minutes of the board

5.3 The Board has the authority to suspend any members for conduct contrary to the purpose of the club.

5.4 The Board shall schedule Club meetings as deemed appropriate.

5.5 The Board will decide which issues will be voted on and brought to the attention of the Club and will create an agenda for meetings.

5.6 Removal of or Board members. Any Officer or Board member may be removed at any time by a two thirds majority vote of those present at a meeting of the members of VMB if the notice listed removal of an officer or board member as one of the agenda items. The reason or reasons for the proposed removal shall be made available to all members present, and shall be recorded in the minutes of the meetings.

5.7 Vacancies. In the event of an officer vacancy, the board will appoint a replacement to take office immediately. Officer to be confirmed by the membership.

5.8 Duties of the Board shall include:

  1. To provide guidance and direction to the members in ensuring that the Bylaws and Purpose of VMB are being carried out.
  2. To serve as liaison between VMB and their respective community components, informing VMB of the needs of those components as they apply to the Purpose of VMB.
  3. To serve as a visible representative of VMB and its Purpose.

ARTICLE VI - MEETINGS OF THE BOARD

6.1 The VMB BOARD shall be required to meet at least four (4) times a year prior to the required four Meetings of Membership. They may elect to meet more often as needed.

6.2 All meetings of the Board shall be open to the full membership to observe, or provide input if recognized by a Board member.

ARTICLE VII- MEETINGS OF MEMBERS

7.1 VMB shall hold one annual meeting, in December, and at least three (3) regular meetings during the year. It may meet more frequently.

7.2 Only paid members in good standing with the organization are permitted to vote.

7.3 At least seven (7) members must be in attendance for there to be a quorum for the transaction of business at any meeting of the members of VMB. If a quorum is present, then the affirmative vote of a majority of members present is the act of the members.

7.4 Issues affecting the Club and its members may be brought up by a member and discussed at present time or agreed by Board of Officers to be discussed at next Board meeting tabled the next meeting.

7.5 Issues not brought up at meetings may be communicated to issue specific committee member or any Board member.

7.6 The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of member(s) from the meeting, provided that any action thereafter taken must be approved by at least four members.

ARTICLE VIII - COMMITTEES

8.1 Committees shall be constituted and dissolved by the board with direction from the members.

ARTICLE IX- OPERATING POLICIES

9.1 The day-to-day operation of VMB shall be determined by these bylaws and policies adopted by a majority vote of the members at a duly called meeting.

9.2 The By-Laws take precedence over Robert’s Rules of Order at all times.

ARTICLE X - AMENDMENTS TO BYLAWS

10.1 The Board may propose alterations or amendments to the bylaws to be presented and voted upon at a duly called meeting of the membership.

ARTICLE XI - DISSOLUTION

11.1 VMB may be dissolved by the vote of two-thirds of the members present at a duly called meeting. Upon such dissolution, VMB members shall vote on how to dispose of the organization's remaining assets. Such disposal shall be consistent with the purpose (Article II) of VMB.

ARTICLE XII – STANDARD MEETING AGENDA 

12.1 A standard agenda will be utilized and followed during all VMB meetings. Any additional content must be forwarded to one of the Board Members to post on the agenda prior to the meeting or be brought up under open discussion.

  1. Subject: Welcome and introduction of new members
  2. Treasurer’s report
  3. Review of minutes from the last meeting & follow up on action items
  4. Old business
  5. New business
  6. Open discussion & contributions