Article I - Name

The name of the corporation is Clarksville Cycling Club, Inc. Neither persons nor organizations may use the name of Clarksville Cycling Club, Inc., Clarksville Cycling Club, or CCC, without the expressed written consent of the Executive Board.

Article II - Purpose
The Clarksville Cycling Club is a not for profit corporation registered with the State of Tennessee.  The Club’s fiscal year shall begin on February 1 and ends on January 31.

Article III - Mission Statement

The Clarksville Cycling Club’s mission statement is to promote safe and enjoyable cycling in the Clarksville, Tennessee area.

Article IV - Purpose

The purpose of the Clarksville Cycling Club is to promote the sport of bicycling and bicycle related activities and to promote safe and fun cycling in the Clarksville area.  We further these purposes by maintaining active programs in the areas of touring, racing, commuting and mountain biking and by educating our membership and the general public on the benefits of cycling.  Maintaining a diversity of programs is a source of our strength: tourists, racers, recreational riders and mountain bikers together form one Club.

Article V - Membership

Subject to the following, membership in the Clarksville Cycling Club is open to anyone interested in bicycling.

Anyone 18 years of age or older is eligible for individual membership. An individual membership is entitled to one vote. The Club shall maintain a non-discriminatory admissions policy with membership available to all without regard to race, color, national origin, religion, gender, age, sexual orientation, physical disability or bicycling capability.

A family membership is available to all adult and youth members of a family under 18 years of age. A family membership is entitled to two votes, if two or more family members are present.

Dues

All matters relating to dues, including but not limited to, dues amount, payment due dates, discounts for new members, delinquency and penalties shall be determined by the Executive Board each year and be published to all members during the month of March. 

Termination of Membership

Delinquency of dues will terminate membership.  Any membership of the Club may be suspended or terminated by the Executive Board for good cause.  Good cause shall be the failure or refusal of a member to comply with these By-Laws or any act by the member that in the judgment of the Executive Board is contrary to the interests of the Club or bicycling.  A member shall be notified in writing of the information that may be the basis for the suspension or termination of membership and shall be given an opportunity to reply in writing or in person to the Executive Board.  The Executive Board may investigate the basis for the recommendation for suspension or termination of membership.  An affirmative vote of two-thirds of the entire Executive Board shall be required to terminate a membership. The dues for the canceled membership will not be refunded.

Any member may resign from the Clarksville Cycling Club by mailing a letter of resignation to the Club Secretary at the Club business address.  Unused portions of annual membership dues are not refundable

Waiver

At the time of membership application and before a membership is effective, and upon each annual renewal thereof, each member must sign a waiver in the form as is currently in use by the Club assuming full responsibility for any accident, damage, injury, or loss incurred at any Club sanction ride or activity. A parent or guardian must sign a waiver for each child under 18 years of age.

Consistent with our commitment to safety, helmets approved by recognized safety standards organizations must be worn on all Club or Club-sanctioned rides.

Members under the age of 18 must be accompanied by a parent or adult member of the Club for all Club sanctioned activities.

Article VI - Revenues
Dues

The Executive Board will establish a dues rate for individual and family memberships during the Nov/Dec membership meeting. Renewal dues shall be paid by January 31st for the next years membership. Members must be current with their dues to be eligible to vote.  The fiscal year will begin on February 1st and end on January 31st.
Dues from new members who pay between October 1st and January 31st will cover the balance of the current fiscal year and the following fiscal year. New members joining before October 1 are asked to renew the following January.

Dues are not prorated or refundable.

Membership shall be suspended for failure to renew if annual dues have not been received by March 1st, but promptly reinstated retroactively to the membership anniversary date upon payment of any delinquency.

Other Income

The club may derive income from event fees, donations, and grants. Unless designated by the donor or committee for the support of a particular activity, other income will be used to support the total activities of the Club.

ARTICLE V - Meetings

Membership meetings shall be held at least every two months.  The date, time and location of the meetings is determined by the Executive Board. Meetings shall be announced in normal Club communications.

The membership meeting for the month of January shall be the Annual Meeting, the purpose of which shall be the Election of Officers, the filing by the President of the Report of Club Activities, the filing by the Treasurer of a financial report and the Presentation of Awards by responsible officers. Notice of the Annual Meeting shall be distributed to the membership at least fifteen (15) days prior to the meeting.   The minutes of the Annual Meeting will be transcribed by the secretary and filed in a permanent location.

Quorum

A quorum shall consist of fifteen members or (25%) percent of the total of dues paying regular members. 

A quorum for Executive Board meetings shall consist of four members.

The Executive Board shall set and interpret Club policies, enter into agreements on behalf of the Club, perform other duties and functions as specified elsewhere in these By-Laws and in other ways conduct administrative business on behalf of the Club.

The Executive Board shall consist of seven elected officers.  Any Officer not fulfilling that person’s duty appropriately may be removed, after notification, by a majority vote of the Executive Board, and a replacement to complete said term of office shall be appointed by the Executive Board. The Executive Board will act as Trustees of all fiduciary and legal duties involving the corporation known as the Clarksville Cycling Club.

Nominated and elected officers must be currently paid members, over the age of eighteen (18), who have held membership in the Club for at least one calendar year.  (One year membership clause will not be enforced until 2007 and after) 

The Club Officers shall be the President, Vice President, Secretary, Treasurer and 3 at-large board members representing different groups within the Club.

The President will be the presiding officer at all Club meetings and board meetings, and will be an ex-officio member of all committees.  The President shall be the Club’s chief executive who shall be responsible for the overall direction of the Club’s activities, for maintaining the quality of all programs and for ensuring that the membership’s aspirations for the Club are attained. Among the President’s specific duties shall be to preside at, and prepare the agenda for, all Club and Executive Board meetings; to appoint committees to address specific tasks or issues and coordinate activities between standing committees; to arrange for speakers and programs for Club meetings.

The Vice President will preside at Club and Executive Board meetings in the absence of the President and will assist the President with his/her duties. 

The Secretary shall keep a full and complete record of the proceedings of all meetings of the Club, the Executive Board and shall preserve all documents, correspondence, reports and communications of the Club. Among his/her specific duties shall include, summarizing meeting minutes; maintaining the official membership roster; giving all notices required by law or these By-Laws; and maintaining these By-Laws and any amendments thereto.

The Treasurer will prepare and keep all Club financial records and transactions, will give a financial report at each meeting, and will prepare an annual financial report. The Treasurer's records will be audited as soon as practicable following the Treasurer's term of office or as otherwise determined by the Executive Board. The Treasurer may make expenditures of Club funds for regular and necessary expenses of the Club by reimbursing Club members for funds expended by the member on behalf of the Club or by paying vendors of goods, services or facilities to the Club directly. All checks will be signed by the Treasurer and President and or other authorized signatories.   All such expenditures by the Club shall be supported by paid receipts, cancelled checks, invoices, or other written evidence of the expenditure as approved by the Treasurer. All other expenditures of the Club funds shall be as approved by the Executive Board.  The Treasurer shall be responsible for the security of the Club’s funds and other assets. Among his/her specific duties shall include receiving, depositing, accounting for and disbursing all Club funds, or authorizing others to do so, as provided for by these By-Laws and the Executive Board; maintaining all financial records; making all legally-required filings; notifying the membership when dues payments are due and  collection of same.

At-large board members will help with the Club with duties assigned by the President.  These duties could include but are not limited to; Ride Coordinator, Communications      (Website, Newsletter, Phone Hot Line, Community Relations) Membership, Clothing Design.

 No Club Officer shall receive compensation for his services.  However, with prior approval by the Executive Board, an officer may be compensated for other services rendered on behalf of the Club.

Special meetings of the Executive Board may be held providing at least two days notice is given to Executive Board members.  The agenda of the special meeting, including proposed by-law amendments, must be specified in the notice.  Only those items specified in the notice may be discussed and transacted at the meeting.

Any vacancies which may occur shall be filled by a majority vote of the Executive Board, and the person filling the vacancy shall hold the office until the next election of officers.

The authority for all matters of procedure not covered by the Club's constitution shall be Robert's Rules of Order, Revised.

           
Article VII - Standing Committees

Special committees may be established as needed by the President or Executive Board.  Committees are but not limited too,

Finance   (Treasurer )

Financial Report for regular club meetings
Responsible for all policy and  procedures for club finances
Banking Relations
Budget and Expenditure Forecast
Annual Audit
Advocate safe and enjoyable cycling

Events  ( At Large Member )

Plan and execute Monthly Rides (Jersey Ride)
Special Events
Participation Reports
Advocate Safe and enjoyable cycling

Community Partnership  (Vice President)

Handle Bike Advocacy issues
Procure grants for projects
Educate community
Advocate safe and enjoyable cycling

Stakeholders Services  (At Large , Member)

“Meet and Greet” at club rides (Non-Jersey Rides)
New Membership Packets
New Membership Notification
Advocate Safe and enjoyable cycling

Administration & Records   (Secretary)

Secure Meeting Facilities
Document Regular Business meetings for official records
Document meetings and events with Photography or other media
Advocate safe and enjoyable cycling

Social Committee  (At Large Member)

Coordinate with events committee
Plan Social Activities
Advocate Safe and enjoyable cycling

Article IX - Amendments

These By-Laws may be amended by a majority of the membership at any membership meeting at which a quorum is present, provided that written notice of the proposed amendment is given at least fifteen (15) days prior to the meeting.
All amendments will be published.

Article IX - Liability

1. The Clarksville Cycling Club shall indemnify each of its officers and volunteers against all reasonable expenses incurred in connection of the defense of a litigation  involving the Clarksville Cycling Club.
2.  An officer of Clarksville Cycling Club shall stand in a fiduciary relation to Clarksville Cycling Club and shall perform his/her duties as an officer, including his/her duties as a member of any committee of the board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interests of Clarksville Cycling Club, and with such care including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties an officer shall be entitled to rely in good faith on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared by any of the following:

(a) One or more officers or volunteers of Clarksville Cycling Club whom the officer reasonably believes to be reliable and competent in the matters presented.

(b) Counsel, public accountants, or other persons as to matters which the officer reasonably believes to be within the professional or expert competence of such person.

(c) A committee of the board upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which the officer reasonably believes to merit confidence.

3. An officer shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
4. In discharging the duties of their respective positions, the executive board, committees of the board, and individual officers must consider the best interests of Clarksville Cycling Club.
5. Any actions or failure to take any action by an officer or member shall be presumed to be absent breach of fiduciary duty,

ARTICLE  X - Dissolution