Community Bicycle Center By-laws
Biddeford - Maine
Adopted: December 5, 2005
Amendment: 1/5/2008 Article VI. Section 1 Amendment: 4/14/2008 Article V. Section 2 Amendment: 7/14/2008 Article V. Section A & Article VI. Section 7 Amendments: 10/19/09 Article IV. Section 5 and Article V. Sections 2, 5A and 6.
ARTICLE I. NAME/OFFICE
The name of this corporation shall be Community Bicycle Center. The location of the Corporation shall be at 284 Hill Street, Biddeford, Maine 04005; or such other office as the Board of Directors shall name.
ARTICLE II. PURPOSES
Section 1. Purposes.
This Corporation is organized under the Maine Non-Profit Corporation Act and exclusively for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The sole purpose of the Corporation is to empower people through bicycles and bicycling experiences with focus on youth development activities. As a result of the Community Bicycle Center, people of all ages and backgrounds will improve their well being (skills, attitudes, beliefs, and health) through activities facilitated by the CBC. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purpose.
Section 2. Guiding Principles.
The Community Bicycle Center believes in the following guiding principles:
- We value the bicycle as a tool to develop social, vocational, academic, athletic, recreational, artistic, and civic skills.
- We believe in the value of the bicycle in primary, secondary, and tertiary prevention.
- We believe mechanically safe bikes are essential to cycling safely.
- We believe in experientially based (hands-on) program delivery.
- We believe in bicycling as a tool to foster self-actualization and youth developmental asset building.
- We believe in engaging youth in all facets of operating the CBC.
- We believe in bicycling as a tool to develop caring intergenerational relationships and as a way to nurture mentoring best practices.
- We believe in bicycling as a tool for community building.
- We appreciate the ways bicycling contributes to the health of individuals.
- We believe in bicycling as a sustainable form of transportation.
- We believe in the bicycle as a form of self-expression.
- We recognize and promote diversity in bicycling.
- We cherish the fun and enjoyment of all activities associated with bicycling.
Section 3. Non-Discrimination.
CBC shall not discriminate against any person on the basis of race, nationality, place of origin, ethnic background, religion, gender, sexual orientation, marital status, economic class, age, or mental or physical handicap or disability.
ARTICLE III. LIMITATIONS
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
- No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code, as now enacted or hereafter amended, nor any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
- No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and
- Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
- The corporation shall not lend any of its assets to any officer or director of this corporation (unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised of non-Board members), or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE IV. BOARD OF DIRECTORS
The Corporation shall have no voting members. The management and affairs of the Corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the Corporation’s bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.
Section 1. Powers of the Board.
The Board of Directors shall govern the activities, financial affairs, and property of CBC, and to do so it may exercise all corporate powers available under its bylaws, Articles of Incorporation, and the laws of Maine.
Section 2. Qualifications of Directors.
Nominees for positions on the Board of Directors must have exhibited an interest in and commitment to the purposes of CBC.
Section 3. Number of Directors.
The Board of Directors shall consist of no less than three and no more than fifteen members. Following the initial year of operation, the Board of Directors shall not be smaller than five members. The number of directors within this range shall be set and may be changed as needed by resolutions passed by the Board of Directors.
The Board may create new positions on the Board of Directors by passing a resolution to increase the size of the Board and then may elect or appoint new directors at the same meeting or at a later time to fill the newly created positions.
Section 4. Terms of Directors.
Directors shall serve three-year terms. However, unless they formally resign or are removed from office, directors shall remain in office until their successors are properly elected, designated, or appointed. There is no limit to the number of terms, successive or otherwise, a director may serve.
Section 5. Selection of Directors.
Each new member of the Board of Directors shall be elected by the then existing Board of Directors. There shall be an annual election meeting of the Board held for that purpose. Each director shall have the right to vote only for as many persons as there are director positions open on the Board of Directors at the time of the election. The vote shall be by a secret ballot if so requested by any director, officer, or nominee. If the vote was by a show of hands, any member of the Board who believes that the votes were not counted correctly may call for an immediate recount. If the vote was by written ballot, all of he ballots shall be available for immediate inspection by any director.
The election of directors shall take place during the fourth quarter of the calendar year, unless the meeting is set for a different period of the year by resolution of the Board (Amended 10/19/09). The exact time and location of the election meeting shall be set by resolution of the Board.
Section 6. Filling Vacancies.
The Board of Directors may, by a majority vote, appoint new directors to fill any vacancies on the Board, including vacancies created by the passage of a resolution increasing the total number of Board member positions. The Board shall have this power to fill vacancies, even if the directors then in office constitute less than a quorum. A director appointed to fill a vacancy shall serve only until the next regular election of directors, at which time she or he must be elected by the Board in order to remain a director. To appoint a new director to fill a vacancy on the Board, the Board shall follow the same procedures given above for the annual election of Board members.
Section 7. Removal or Resignation of Directors.
A director may be removed for causes stated in these bylaws by a majority of the directors in office not counting the director to be removed. A director may be removed without cause by a two-thirds vote of the directors in office, excluding the director to be removed. Notice of the meeting must be given which says that the removal of a director is to be considered at that meeting. A director may be removed for the following causes: repeated failures to attend Board meetings, failing to fulfill the duties of directors, or intentional acts or omissions, which a prudent person could have reasonably have foreseen would damage the reputation or interest of the corporation.
A director may resign at any time. The resignation of a director must be in writing and be delivered to the secretary, the president, or the Board.
Section 8. Election Officers.
As soon as possible following each annual election of directors, the Board of Directors shall meet to elect new officers of the corporation.
Section 9. Conduct of Meeting.
Proceedings at all meetings shall be governed by Roberts Rules of Order, Revised, in all cases where such rules are applicable, and in which they do not conflict with the bylaws.
Section 10. Quorum.
At all meetings of the Board of Directors, the presence of a quorum is necessary to allow the transaction. A quorum is defined as a majority of the number of directors set by prior resolution, or if no specific number of directors has been set, then a quorum is a majority of the number of directors in office immediately before the meeting begins. However, if there are so many vacant directors’ positions that achieving a quorum is not possible, because of resignation or removal of directors, then the Board may nonetheless meet and appoint new directors to fill the vacant positions.
Section 11. Voting.
Each member of the Board of Directors shall have one vote. A majority vote of the voting members of the Board at any meeting at which a quorum is present is necessary and sufficient to make a decision of the Board of Directors of CBC unless, however, a greater proportion is required by law or by these bylaws. At the request of nay director, the names shall be recorded in the minutes of each director who voted for, against, or abstained for a particular motion.
Section 12. No Proxy Voting.
There shall be no proxy voting allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board.
Section 13. Regular and Special Meetings.
If the time and place of a Board meeting is announced as part of a regularly scheduled series of meetings set and announced in advance by the Board of Directors, the meeting is a regular meeting. All other meetings are special meetings. Special meetings of the Board of Directors may be called either by the president or by 50% of the directors in office.
Section 12. Telephonic Meetings.
When necessary, and when proper notice is given, meetings may be held by telephone conferences in which all participating directors may simultaneously hear and speak with each other. A director participating in such a meeting is deemed present for purposes of a quorum.
Section 15. Decisions without Meetings.
The Board may make any decision or take any action within its power without a meeting through a “consent resolution” in writing, setting forth the action so taken, signed by all of the directors then in office. The resolution is effective when the last director signs the consent, unless the resolution specifies an earlier or later date. The consent resolution shall be filed with the corporate records.
Section 16. Notice of Meetings.
A. Regular Meetings. Regularly scheduled meetings of the Board may be held without separate notice of the time, date, location, and purpose of each meeting if the time and place is fixed by resolution, and all directors were originally notified of the schedule. The Board may, by resolution, establish or change the dates for regular meetings, with proper notice given to all directors.
B. Special Meetings. Meetings of the Board must be preceded by a notice to each director, given not less than two days nor more than 30 days in advance, and if mailed there shall be five days added to the required notice period to allow for delivery. The notice shall state the date, time, and place of the meeting. The notice need not describe the purposes of the special meeting unless the articles of incorporation or bylaws require otherwise. Notice may be by mail, e-mail, hand delivery, or telephone. Written notice shall be deemed delivered when actually received by the person or when actually delivered to the person’s address on file with the corporation.
Section 17. Authority of Directors.
No director may act on behalf of the corporation without specific authorization by the Board to do so.
ARTICLE V. OFFICERS AND STAFF
Section 1. Officers.
The officers of CBC shall carry out the policies and decisions of the Board of Directors as directed by the Board. Officers shall include a President, Vice President, Secretary, and Treasurer. One person at the discretion of the Board may hold the office of Secretary and Treasurer. The same person may not hold the offices of President and Secretary at the same time.
Section 2. Election and Term of Office.
The Board of Directors shall elect the officers of CBC for a term of two(2) years. An officer may be elected for a second, two-year term. Election of officers shall be done as soon as possible following the election of directors. Each officer shall hold office until her or his successor has been properly elected, unless she or he resigns. (Amended 4/14/2008 & 9/19/09)
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by a two-thirds vote of the Board of Directors whenever, in its judgment, the interests of the corporation would be served by such removal. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies.
If any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the directors in office, although less than a quorum, may elect or appoint an officer to fill such a vacancy. The elected officer shall hold office for the unexpired portion of the term of that office.
Section 5. President.
The president shall be the principal officer of the corporation and shall, in general, supervise or oversee the supervision of all of the affairs of the corporation. The president shall preside at all meetings of the Board of Directors. The president shall also perform other duties as may be assigned by the Board of Directors. The president shall serve as an ex-officio member of all committees.
The president may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other officer or agent by the Board of Directors, by these bylaws, or by statute.
Section 6. Vice President.
In the absence of the president or in the event of the president’s inability to act, the vice president shall perform the duties of the president. The vice president, when acting as president, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall also perform other duties assigned by the Board of Directors. The President Elect will become the President of the Board pending completion of the current President’s term. More than one position of vice president may be created and their duties clarified through the amendment of this section of the bylaws (Amended 10/19/09).
Section 7. Secretary.
The secretary shall perform or oversee the performance of the following duties: a) Record and keep the minutes of the meetings of the Board of Directors or of any Board committees, in one or more books provided for that purpose; b) See that all notices are duly given in accord with the provisions of these bylaws or as required by law; c) Be custodian of the corporate records; d) Keep a register of each member’s mailing address which shall be provided by such members; e) Ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) Perform or oversee all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 8. Treasurer.
The treasurer shall perform or oversee the performance of the following duties: a) Have charge of, custody of, and be responsible for all funds and securities of the corporation; b) Receive and give receipts for money due and payable to the corporation; c) Deposit all such money in the name of the corporation in such banks or other depositories as shall be selected in accordance with these bylaws; d) Oversee or conduct all financial transactions or the corporation; e) Prepare or assist in the preparation of required state and federal reports with regard to income and disbursements and activities of the corporation; and f) Perform or oversee all the duties incident to the office of treasurer and such other duties as may be assigned by the president or the Board of Directors from time to time.
Section 9. Director and Staff.
The Board shall, as finances permit, employ an executive director. The executive director shall have the power subject to the rules and regulations set by the Board of Directors to direct the day-to-day activities of the CBC including to employ, terminate, fix duties and salaries, establish standards, and evaluate employees of the corporation. The executive director shall attend all regular and special meetings of the Board of Directors when reasonably possible and shall give verbal or written reports at Board meetings as requested by the Board.
The Board may authorize the executive director to sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other officer or agent by the Board of Directors, by these bylaws, or by statute.
ARTICLE VI. COMMITTEES
Section 1. Establishment.
The Board may establish any committee, including standing committees or temporary committees by a resolution of the Board. Such resolutions shall state what powers, authority and duties have been delegated to the committee, and shall state how the chair of the committee and how the members of the committee shall be appointed or elected, and what procedures, if any, the committee shall use in carrying out its work. Each committee shall establish a written charter stating the area and scope of the committee’s responsibilities. This charter must be approved by majority vote of the entire board.
The Board of Directors shall always have the power to amend, alter or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third party rights, and other legal limitations.
Committee assignments shall be reviewed annually, usually in October, to allow for orderly changes. Committee assignments will be in place for the January meeting. (Amended 1/05/2008)
Section 2. Board Committees.
The Board may establish “Board” committees to which are delegated part or all of the power of the whole Board to authorize expenditures, adopt budgets, set policy, establish programs or to make other decisions for the corporation. Such committees shall be established by resolution by a majority vote of all directors then in office. Board Committees shall consist of two or more directors, and shall not have any members who are not Directors.
Executive Committee: an executive committee of the Board may be established by a resolution of the Board, and authorized to exercise the full authority of the Board so far as is allowed by law and the Articles and bylaws of this corporation. The executive committee shall comply with the provisions of the Bylaws concerning the full Board so far as those are reasonably applicable to the Executive Committee. The Board may at any time pass a resolution modifying or revoking the authority of the executive committee, or changing the persons serving on the executive committee or increasing or decreasing the number of persons who serve on the Executive Committee. There shall be no less than three persons on the Executive Committee.
Section 3. Non-Board Committees.
The Board may establish “Non-Board” committees, including Working Committees or Advisory Committees, which do not have any part of the power or authority of the Board to authorize expenditures, adopt budgets, set policy, establish programs or to make decisions for the corporation. Such committees shall be established by resolution, by a majority vote of the directors present at a properly called meeting. Any person may be a member of such a committee, whether or not that person is a member of the Board of Directors.
Advisory Committee(s): Advisory committees not having or exercising the authority of the Board of Directors in the management of the corporation may be created. The Board of Directors shall determine how members of these committees are appointed and removed. The advisory committees need not have any directors as members.
Section 4. Members.
The Board shall appoint the members of every Board Committee and any advisory committees. The Board may appoint the members of other committees, or if the Board wishes, it may delegate that power to the President, the Chair of that committee, or to the initial members of a committee, and the Board may elect to approve, disapprove, or alter the appointment of members of the non-board committees. The term of office of a member of a committee shall continue as such until his or her successor is appointed unless the committee is terminated, the member resigns or is removed from the committee, or the member ceases to qualify as a member of the committee.
Section 5. Chair.
One member of each committee shall be selected or appointed chair by the Board, or if the Board wishes, it may delegate that power to the president or by the members of the committee, subject to later confirmation by the Board.
Section 6. Committee Procedures.
Each Board committee may adopt procedures for its own governance not inconsistent with these bylaws or with resolutions adopted by the Board of Directors. Unless otherwise specified, Board committee meetings shall operate with the same quorum and voting requirements as the full Board. If any formal decision or resolutions are voted on at its committee meeting, then the votes and the resolutions so adopted shall be recorded in the form of corporate minutes and shall be recorded and filed with the secretary.
Section 7. Powers.
The Board of Directors shall specify the powers and mission of each Board Committee by written resolution at the time the committee is created or thereafter. Each committee shall have and exercise the authority equivalent to the Board of Directors in the management of the corporation to the extent specified in the written resolution creating the committee, in the Articles of Incorporation and in the bylaws of CBC. However, such committees may not: a) Have the authority to amend or alter the Articles of Incorporation or bylaws; b) Elect, appoint or remove any director from a committee or from the Board of Directors; c) Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; d) authorize the voluntary dissolution of the corporation or revoke proceedings therefore; or e) Amend, alter or repeal any resolution of the Board of Directors which by its terms provide that it shall not be amended, altered or repealed by such committee.
CBC committees are empowered to develop and propose a plan of action encompassing all aspects for their specific area of work. Board approval is required prior to implementation of activities, funds are committed, or binding agreements are made. (Amended 7/14/2008)
Section 8. Limitation on Powers.
No committee may authorize the payment or a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or sale, pledge, or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or may adopt, amend, or repeal the Articles, bylaws, or any resolution of the Board of Directors.
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Conflict of Interest.
Directors shall declare the existence of any direct or indirect conflict of interest-financial or otherwise-disclose its nature on the record, and abstain from voting on that matter. A conflict of interest is always present when a vote concerns a director’s personal financial interests or those of his or her family. Directors and officers of the corporation may enter into transactions or contracts with the corporation, subject to the limitations of law, the Articles of Incorporation and these bylaws regarding such dealings. All transactions of the corporation involving the personal financial interests of the directors, officers or employees shall adhere to standard business practices without special considerations, special compensation, or special benefit to any person as a result of the corporate role of a director, officer, or employee. A conflict of interest transaction must be approved and authorized by the affirmative vote of a majority of the members of the Board of Directors who do not have a conflict of interest involved in that issue, and those directors are deemed to constitute a quorum so long as more than a single director votes to approve the transaction.
Section 2. Compensation of Officers and Directors.
The corporation may pay compensation to its officers, directors, or employees so long as no member of the Board of Directors shall receive any compensation for fulfilling the responsibilities of a director. The Board may allow reimbursement for expenses incurred by directors in the course of fulfilling their responsibilities. The Executive Director may serve concurrently as an officer, employee, or independent contractor of the corporation and may be compensated for work in those capacities.
Section 3. Finances.
All income, receipts, and other funds of the Corporation shall be deposited in the name of the Corporation in one or more checking or savings accounts in one or more financial institutions in Maine.
Section 4. Accounting Year.
The accounting year of the corporation shall be the calendar year.
Section 5. Corporate Records.
The corporation shall make and keep up-to-date two sets of complete books and records of the minutes of all meetings and Board and authorized committees. One set of records shall be designated the “archive records” and kept in a safe, secure location. The other set of records shall be kept in the corporation’s principal office and shall be available for inspection and use.
Section 6. Contracts.
The Board of Directors may authorize any officer or manager as agent of the corporation, in addition to the officers so authorizing by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 7. Debt Obligations and Personal Liability.
No member, officer or Director of this corporation shall be personally liable for the debts or obligations or this corporation or any nature whatsoever, not shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation
ARTICLE VIII. DISTRIBUTION OF ASSETS ON DISSOLUTION
In the event of the dissolution of the Corporation or the termination of its corporate existence, the assets of the Corporation shall be applied and distributed as follows:
a) All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefore.
b) All other assets shall be transferred to such corporations, persons, groups or organizations holding a valid tax-exempt permit issued by the Maine State Tax Commissioner, and having tax-exempt status under Section 501(c)(3) of the United States Internal Revenue Code or such equivalent section as may be in effect on the date of dissolution of the Corporation as the Board of Directors of the Corporation may designate.
No part of the property or assets of the Corporation shall inure to the benefits of any directors, officers, or employees of the Corporation.
ARTICLE IX. AMENDMENTS
The Board of Directors shall have power to make, alter, amend, and repeal the bylaws or the Articles of Incorporation of CBC, except as otherwise required by law or by a three-fourths (3/4) vote of all the directors in office. Proper written notice must be given in advance including either a written copy or the proposed amendments or a written summary of those amendments.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that the foregoing bylaws constitute the bylaws of the Community Bicycle Center, as duly adopted by the Board of Directors on the _______day of _____________, 2005
____________________________________________ Diana Huot, Secretary - Community Bicycle Center