By-Laws – GEARs

By-Laws
GEARs Cycling Club By-Laws: Adopted 8/10/2009, revised 11/28/2011.

Article I. Name

The name of this organization shall be GEARs (the Greater Eugene Area Riders) Cycling Club, hereinafter referred to as the “Club”.

Article II. Purpose, Goals, Mission, Vision and Values

The mission of GEARs is to promote and encourage bicycle riding for transportation and recreation. GEARs strives to accomplish this mission by: * Coordinating, promoting and leading regularly scheduled rides for riders of various skill levels, * Teaching safety and skill classes for riders of various skill levels, * Encouraging public, private and governmental entities to develop better cycling facilities, * Defending and protecting the rights and responsibilities of bicycle riders as vehicle operators for transportation, pleasure and health, * Initiating, coordinating and leading community bicycling events, and * Lobbying governmental and public entities in the furtherance of our mission, vision and values.

Article III. Logo and Colors

Article IV. Membership and Dues
Anyone who is interested in bicycling is eligible for membership. Annual dues, which may include different dues levels, are required for membership. Changes in dues, pricing and structure shall be recommended by the Executive Board and approved voted upon by Club members by majority vote per Article V, Section 3 at a monthly meeting announced in the prior month’s newsletter. Applicants for membership are required to sign and abide by the terms of the Club’s membership application form. A membership year is one year from the date of joining the Club.
General Club membership meetings will be held monthly.

Article V. Government

Sec. 1 The government and general direction of the affairs of the Club shall be entrusted to an Executive Board comprised of seven (7) elected positions. The Executive Board shall consist of a President, a Vice President, a Treasurer, a Secretary, and three (3) Directors. The Executive Board:

Clause 1. Shall adopt policies of operation for the organization.
Clause 2. Shall conduct monthly business meetings and general club meetings. General Club meetings shall be open to Club members. Any Club member who wishes to place a special item on the business meeting agenda must contact the Secretary at least two weeks prior to the Executive Board meeting.
Clause 3. May approve a temporary Presidential appointment of a member to fill an Executive Board vacancy that may occur prior to an annual election.
Clause 4. May, by a majority vote of Executive Board members present at a monthly meeting, put to vote the removal from office of any officer who does not fulfill his or her obligations. A 2/3rds vote of members present at the meeting will then be required to recall an officer.
Clause 5. May appoint Club committee members by majority vote.
Sec. 2 Elections for the Executive Board shall be held annually at the November general club meeting, from candidates nominated at the October general club meeting.
Clause 1. A majority vote of present members shall be required to elect an officer. Absentee votes of non-present members shall also be included in the vote total. If no majority is reached on the first vote, a second vote shall take place.
Clause 2. If no candidate for an office receives a majority vote on the second vote, the candidate receiving the lowest number of votes for that vote shall be dropped from the third vote. If necessary, the candidate receiving the lowest number of votes for that vote shall be dropped from each subsequent vote until one candidate receives a majority of the votes.
Sec. 3 A quorum of the membership for the purpose of conducting Club business, including elections for officers, shall be those members in attendance, including at least a majority of the elected Executive Board. Each Club member present has one vote.
Article VI. The Executive Board
Sec. 1 The term of office for a member of the Executive Board is one year. The term of office shall begin at the close of the general meeting in which elections took place. Members of the Executive Board may hold no more than two (2) consecutive terms in office on the same Executive Board position unless (a) no candidate has been nominated for such position on the date of the November general club meeting, and (b) the existing Executive Board member chooses to be nominated for an additional term for that position. All three “At-Large” positions will be treated as one position. Such nomination of an existing Executive Board Member shall be made at or before the November general club meeting election.

Clause 1. An existing Board Member may be nominated for another Executive Board position regardless of the number of terms served on the Executive Board.
Clause 2. No candidate may be nominated for more than one position per election.
Clause 3. In the event that a position becomes vacant, the Executive Board shall immediately seek nominations for the position and make its best effort to fill the position within sixty (60) days of the vacancy. If necessary, the President may immediately appoint a member to the vacant position with the approval of a majority of the Executive Committee.
Clause 4. Only current members of GEARs are eligible to run and hold elective office.
Sec. 2 Officers’ duties:
The President shall preside over meetings of the Executive Board and over general Club meetings, and represent the Club in matters of policy. The President may also call special meetings of the Executive Board.
The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall also chair the Nomination Committee.
The Treasurer is responsible for management of Club Finances. The Treasurer shall receive Club monies and pay bills; keep accurate records of income and expenditures; prepare monthly financial reports and a yearly club financial statement; and file Club tax returns. Club financial records shall be kept according to generally accepted accounting principles.
The Secretary shall keep minutes of Executive Board and general Club meetings, and is responsible for official Club correspondence. The Secretary shall prepare and email an Executive Board meeting agenda to each member of the Executive Board one week prior to each Executive Board meeting.
Directors-at-Large shall assist officers of the Executive Board as needed. A Director may also lead or be a member of a Club committee.
Sec. 3 The Executive Board shall conduct monthly business meetings at least one week prior to general Club meetings. These meetings shall be open to Club members. Any Club members who wish to place a special item on a business meetings agenda shall contact the Secretary at least two weeks prior to the Executive Board meeting.
Sec. 3 Quorum requirement: In order to constitute an official meeting, a quorum of Executive Board members must be present. A quorum is defined as a majority of Executive Board members. A majority of Executive Board members must be present at a meeting of the Executive Board to constitute a quorum.
Sec. 4 The Executive Board may appoint members to fill vacancies that may occur prior to an annual election. The Executive Board may remove from office any officer who does not fulfill his or her obligations.
Sec. 5 The Executive Board may appoint Club committee members.

Article VII. Club Committees
Club Committees may include, but are not limited to: Newsletter/Website Ride Coordinator Programs Membership Budget Nomination Education Advocacy
The duties and functions of each Club committee are determined by that committee, subject to the review of the Executive Board.
Committee leaders shall present or submit monthly status reports at monthly Executive Board business meetings.
Article VIII. Amendments
Amendments to these By-Laws may be proposed in writing by any member. A proposed amendment shall be published in the Club newsletter prior to being voted upon, and may be incorporated into these By-Laws if approved by a two-thirds vote of the active membership present a general Club membership meeting.
Article IX. Dissolution of GEARS
GEARs shall be dissolved if and when the Executive Board reaches a three fourths consensus at a general Club membership meeting. Upon dissolution, any and all monies and/or assets of the Club shall be donated to an organization whose purpose and goals are similar to the Club’s purpose and goals as stated in Article II.

GEARs Board Duties Descriptions Formally Adopted 1/2/2012

President
Per By-Laws: The President shall preside over meetings of the Executive Board and over general Club meetings, and represent the Club in matters of policy. The President may also call special meetings of the Executive Board.
In Detail:
The President shall preside over meetings of the Executive Board and over general Club meetings, and represent the Club in matters of policy. The President may also call special meetings of the Executive Board.
Participate in Board meetings.
Ensure that there is an agenda for each meeting, minutes are kept and reviewed as well as reports provided in advance of the meeting to allow for a complete review and consideration of the issues by the board.
The president makes sure that the topics on the agenda are given complete consideration, that consensus is achieved and that everyone has an opportunity to be heard. The president needs to balance thorough discussion with efficiency in moving through the agenda.
Serve on the bRamble Committee and take a key role leading up to and including the day of the event.

Vice President
Per By-Laws: The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall also chair the Nomination Committee.
In Detail:
Preside over the meeting in the event that the president is not in attendance
Set up the yearly election of the GEARs Board beginning with the September Newsletter
Keep the monthly Board meetings on schedule by keeping track of the time allotment for each agenda item.
Participate in Board meetings.
Organize and run the monthly General Meetings.
Write a newsletter article each month about various bike shops .
Serve on at least one committee during the election year. Serve on the bRamble Committee and take a key role leading up to and including the day of the event.

Treasurer
Per By-Laws: The Treasurer is responsible for management of Club Finances. The Treasurer shall receive Club monies and pay bills; keep accurate records of income and expenditures; prepare monthly financial reports and a yearly club financial statement; and file Club tax returns. Club financial records shall be kept according to generally accepted accounting principles.
In Detail:
Check PO Box 10244 (5th & Willamette) weekly, currently Mondays or Tuesdays. Check received mail for membership checks and applications. Place applications in large envelope in Box for membership director.
Complete “GEARs Debit/Credit Voucher” for all checks/cash received and for all checks written.
Deposit checks/cash weekly at Key Bank (Downtown branch is at 10th & Oak)
Prepare monthly financial report (including budget expenditures/balances) and present at monthly Board meeting.
File annual report with Secretary of State by August each year. Send conformed copy to Club attorney, Howard Feinman, c/o Arnold Gallagher Percell Roberts & Potter, 800 Willamette Street, Suite 800, Eugene, OR 97401. Also provide President a copy.
File amendment to Annual Report with Secretary of State after November election. Send conformed copy to Club attorney, Howard Feinman, c/o Arnold Gallagher Percell Roberts & Potter, 800 Willamette Street, Suite 800, Eugene, OR 97401. Also provide President a copy.
File annual income tax return by May each year. If we do not exceed $25,000, this is a simple procedure, otherwise we need to hire a tax person.
Pay rental fee for PO Box in February.
Pay LAB insurance by Feb 1 (Need count of the number of active recreational riders from the Ride Coordinator, otherwise we pay more than necessary).
Perform a monthly transfer of available funds from PayPal to Club account.
Participate in Board meetings.
Anything else not mentioned above, but you feel is within the scope of your duties as Treasurer.
Serve on the bRamble Committee and take a key role leading up to and including the day of the event.

Secretary
Per the By-Laws: The Secretary shall keep minutes of Executive Board and general Club meetings,; and is responsible for official Club correspondence. The Secretary shall prepare and email an Executive Board meeting agenda to each member of the Executive Board one week prior to each Executive Board meeting.
In Detail:
Participate in Board meetings.
Keep minutes of Board meetings, clearly stating the essence of any pertinent discussions.
Board minutes shall clearly state the date, time, and meeting location.
Board minutes shall clearly state attendees.
Board minutes shall clearly state Board actions (approval or rejection of motions).
Board minutes are to be concise.
Promptly (within a week) email the minutes to the GEARs Directors (gearsdirectors@googlegroups.com).
Where the General meeting results in a vote (rather than just a slideshow/PowerPoint presentation), document and publish this vote.
The President, not the Secretary, actually prepares the meeting Agenda, and emails this out to the GEARs Directors for their information and additions about one week prior to the meeting.
Serve on the bRamble Committee and take a key role leading up to and including the day of the event.

Members-At-Large
Per the By-Laws: Nothing stated.
In Detail:
Participate in Board meetings.
Serve on at least one Committee in addition to the bRamble.
Perform additional duties as requested by the President.
Serve on the bRamble Committee and take a key role leading up to and including the day of the event.