BY-LAWS  of the  SANTA ROSA CYCLING CLUB, INC.

ARTICLE I. NAME AND OFFICES

Section A. The name of this corporation is Santa Rosa Cycling Club, Inc. (the “Club”).

Section B. The principal office for the transaction of the business of the Club may be established at any place or places within or without the State of California by resolution of the Board.

ARTICLE II. PURPOSE

Section A. General Purpose

The Club is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Corporation Law of California (“California Nonprofit Corporation Law”) for public purposes.

Section B. Specific Purpose

The purpose or purposes for which the Club is organized are as follows:

1. To promote the use of bicycles;
2. To promote bicycle safety;
3. To promote awareness of bicyclists’ rights and responsibilities on public thoroughfares;
4. To organize, conduct, and support bicycling events;
5. To provide instruction as to the care and maintenance of bicycles;
6. To provide an opportunity for members to socialize with others who have an interest in bicycles;
7. To maintain an active and supportive role in the community.

Section C. Political Activities

The Club has been formed under California Nonprofit Corporation Law for the public purposes described in Article II, and it shall be nonprofit and nonpartisan. The Club can participate, but no substantial part of the activities of the Club shall consist of carrying on propaganda, or otherwise attempting to influence legislation. The Club shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

ARTICLE III. DEDICATION OF ASSETS

Section A. Property Dedicated to Nonprofit Purposes

The property of the Club is irrevocably dedicated to the purposes outlined in Article II of these bylaws. No part of the net income or assets of the Club shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Club is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.

Section B. Distribution of Assets Upon Dissolution

Upon the dissolution or winding up of the Club, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Club shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for purposes generally consistent with those provided in Article II of these bylaws and which has established its tax exempt status under Section 501(c)(3) or 501(c)(4) of the Code.

ARTICLE IV. MEMBERSHIP

Section A. Membership Categories.

There should be two categories of membership: Individual and Family, defined as follows:

1. Individual Membership. Anyone who is twelve (12) years of age or older and pays annual dues or the established pro-rata portion of them as set by the Santa Rosa Cycling Club shall be eligible to join and be an individual member.
2. Family Membership. A family membership encompasses up to five family members.

Section B. Application for Membership.

Application for new membership shall be made on application forms prescribed by the Board of Directors.

Section C: Admission of Members.

Applications shall be approved unless not properly made, or if the Membership Director has reason to believe that the applicant does not support the objectives of the Club. Any recommendation for rejection on the grounds that an applicant is not a desirable person for membership must be referred by the Membership Director to the Board of Directors for final determination.

Section D. Membership Dues

1. Membership dues shall be determined from time to time by the Board of Directors. There shall be Individual membership dues and there shall be Family membership dues. All members of a family who are twelve (12) years or older shall be members of the Club if the family membership dues have been paid. The Board of Directors shall determine the definition of constitution of a family for purposes of membership.
2. Memberships are available for single or multiple years. Renewals occur on the membership anniversary date.
3. A failure to pay the annual dues within 30 days from the end of the term automatically terminates membership in the Club.

Section E. Discipline

1. The Board of Directors shall determine a need for discipline action. Grounds for discipline may be disregard for safety, misuse of Club funds, or property, or other behavior inconsistent with Club policies.

2. A member may be suspended for thirty (30) days from all membership privileges and activities, including voting rights, by a vote of at least four- fifths (4/5ths) of the then elected and qualified Board of Directors. The member faced with disciplinary action shall be notified of pending Board action by certified mail at least forty eight (48) hours before commencement of the meeting. Any member shall be allowed to attend the Disciplinary Board meeting.

3. A member may be expelled for one (1) year or permanently from all membership privileges and activities, including voting rights by a vote of at least four-fifths (4/5ths) of the then elected and qualified Board of Directors. The member faced with disciplinary action shall be notified of pending Board action by certified mail at least forty eight (48) hours before commencement of the meeting. Any member shall be allowed to attend the Disciplinary Board meeting.

Section F. Meetings of Membership

F.1. Place of Meetings. Meetings of the membership shall be held at a place designated by the Board of Directors.

F.2 Monthly Meetings of the Membership. Regular meetings of the membership shall occur each month at a time and place designated by the Board of Directors.

F.3 Special Meetings of the Membership. A special meeting of the membership may be called at any time by a majority of the then-elected and qualified Board of Directors, or by a petition signed by not less than ten percent (10%) of the membership.

F.4 Annual Meeting of the Membership. An annual meeting of the membership shall be held each year on the regular meeting date in January for the purpose of electing members of the Board of Directors, and for the transaction of such other business as may come before the meeting. If the annual meeting is not held on the designated date, the Board of Directors shall cause the meeting to be held as soon as thereafter is reasonable.

F.5. Notice of the Meeting. Notice of the time, place and object of the meeting of members shall be sent by email to each member entitled to vote at a meeting, and/or shall be posted on the Club’s website.

F.6 Quorum of Members. For all meetings of the membership, a quorum shall consist of twenty-five (25) members.

Section G. Voting Rights

Each member shall have one (1) vote. A vote may be cast either orally or in writing. When an action, except as noted in the By-Laws, is to be taken by a vote of the membership, it shall be authorized by the vote of a simple majority of the members present at a membership meeting unless a greater plurality is required by the By-Laws.

G.1. Proxies. Members of record may vote at any meeting, either in person, or by proxy, if the proxy is in writing and is executed by the member.

G.2 Voting by Mail. Where members of the Board of Directors are to be elected or removed by members, such election or recall may be conducted by mail in such a manner as the Board of Directors shall determine.

ARTICLE V. DIRECTORS

Section A. General Powers

1. The business and affairs of the Club shall be managed by its Board of Directors.

2. The Board of Directors shall have the power to settle questions of interpretation of the By-Laws as they may arise.

Section B. Qualifications, Numbers and Term of Board of Directors

1. Directors shall be members in good standing of the Club.
2. There shall be nine (9) Directors.
3. The term of all offices shall be one year from the date of election.

Section C. Nomination and Election of Board of Directors

1. Prior to October of each year, the President shall appoint a Nominating Committee consisting of 3 to 5 members. No Director who is standing for re- election shall serve on the Nominating Committee. The President shall serve as an advisor to the Nominating Committee. It shall be the duty of the members of the Nominating Committee to propose a slate of Directors for the following year.
2. The candidates for the Board of Directors shall be nominated by the Nominating Committee, or by the motion of one (1) member and the support of two (2) other members, either in writing to the chair of the Nominating Committee prior to the December membership meeting, or from the floor of the December membership meeting. Nominations will close at those times and cannot be reopened, except upon an affirmative vote of the majority of the Board.
3. At the annual membership meeting, the members shall elect nine (9) individuals to the Board of Directors.
4. The persons receiving the highest number of votes cast shall be elected.
5. The Officers of Club shall be a President, Vice President, Secretary and Treasurer. Officers shall be elected by the Board of Directors from among the elected Board Members immediately following the election. The remaining Board Members shall be Members-at-Large.

Section D. Vacancies

D.1. Removal of Board of Director Member. A majority of the Board of Directors or ten percent (10%) of the membership by petition or by vote at a meeting may demand a recall election of any Officer. The Board will, at its next meeting, schedule a Special Meeting, as prescribed in Article IV, Section F.3, to conduct the recall election and the duties of the named Officer or Director will be assumed by other Board members pending the outcome of the recall election.

D.2. Resignation. Any Director may resign by giving written notice to the President or the Secretary. The resignation will be effective at the time specified in the written notice. No Director may resign if the Club would then be left with no Director(s) in charge of its affairs, except upon notice to the California Attorney General.

D.3. Vacancies. Vacancies in the Board of Directors shall be filled by a vote of the remaining members of the Board of Directors as soon as practicable after the vacancy occurs. If the number of Directors then in office is less than a quorum, additional directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director.

Section E. Duties

1. The President shall act as the Chairperson of the Board of Directors, shall have authority for the general and active membership meetings, and shall prepare and deliver an annual report of past Club activities at the annual membership meeting.

2. The Vice President shall act in the President's absence and perform such other duties as delegated by the President.

3. The Secretary shall record and file the Minutes of all meetings, shall prepare and conduct elections of Officers, and shall perform such duties as delegated by the President.

4. The Treasurer shall have control of and be responsible for the funds and financial records of the Club, shall prepare and deliver an annual accounting at the annual membership meeting, and shall perform such duties as delegated by the President.

5. The five (5) Board Members-at-Large shall have full voting rights as members of the Board of Directors and shall perform such duties as directed by the Board.

6. In addition, the Board of Directors of the Club shall be charged with such duties and authority as usually pertains to such offices in an organization, except that said duties may be varied or added to by the Board of Directors.

Section F. Power to Appoint Other Officers and Agents, and Establish Committees

The Board of Directors shall have the power to appoint and subsequently remove such other officers and agents as the Board may deem necessary for the transaction of the business of the Club, and also the power to establish committees.

Section G. Power to Appoint

1. The Board shall create one or more directorships or committees to serve at the pleasure of the Board. Appointments to such directorships or committees need not, but may, be Directors.

2. The President shall have the authority to appoint and subsequently remove members of any committee. The President may appoint him/herself or any Board of Directors member to any committee.

Section H. Regular and Special Meetings

1. Meetings of the Board of Directors shall be held on a regular basis, at such times and such places as a majority of the Board of Directors may from time to time determine.

2. Special meetings of the Board for any purpose may be called at any time by the President, Vice President, the Secretary, or any two Directors with a minimum of 48 hours notice.

Section I. Quorum and Action of the Board

A majority of the members of the Board of Directors then in office constitutes a quorum for the transaction of business. Except for adjournment and the filling of a vacancy on the Board of Directors, a vote of the majority of members present at a meeting, at which a quorum is present, constitutes the action of the Board of Directors.

Section J. Action Without a Meeting

Action may be taken without a meeting of the Board of Directors by unanimous written consent. If an item for board action is best addressed before a board meeting, the following factors will be considered by the Board President before determining whether to ask for an action by written consent:

1. How soon a decision is required.
2. Whether the decision would be better made after further discussion and/or whether alternatives should be considered.
3. Whether a conference call meeting can be scheduled and held (either just for discussion or if a quorum is obtained, to take a vote).
4. Whether all directors have indicated they are unanimously in favor of the action and will be available to sign and return a written consent.

If after considering the above factors, the President determines it would be best to take the action by unanimous written consent, the President will have the Secretary draft the proposed action and email it as an attachment to all directors at their respective email addresses. The action shall allow a director to check that he or she is in favor of or opposed to the particular action. Each director shall sign and return the written consent to the Secretary by email (scanned copy of the signed consent) or fax within 24 hours unless another deadline is provided in the email. The original signed consents will be sent to the Secretary by mail or delivered in person at the next board meeting.

Upon the Secretary's receipt and verification of all written consents approving the action, the action is duly approved. Regardless of whether the action is approved or not, the Secretary will confirm whether the action has passed or failed by email to all directors upon receipt of all the individual written consents. The Secretary will file all individual written consents with the club's minute book.

The Board will ratify any action taken by unanimous written consent at the next Board meeting. The minutes of this meeting will record the ratification.

Section K. Budget, Requests for Appropriations, Contracts and Banking

1. Budget: A Budget Committee, composed of Club officers, Directors, and/or other interested members, shall propose a budget to the Board of Directors prior to the Board’s December meeting. The Board of Directors shall present an annual budget to the membership for ratification at the December member’s meeting. Ratification shall come by a majority vote of the membership present at the meeting. The Treasurer shall provide periodic budget updates to the membership, including any changes or modifications to the budget approved by the Board of Directors during the fiscal year.

2. Expenditures: No money shall be expended except in accordance with the approved annual budget or as amended and approved by the Board of Directors. No committee shall incur any expense beyond its appropriation without the consent of the Board of Directors, nor shall any committee, Director, or member commit the Club to any contracts or obligations without the approval of the Board of Directors.

3. Expense Reimbursement Policy: Requests for reimbursement funds used for expenses shall be submitted in a timely manner to the Treasurer on the Club’s Expense Reimbursement Form.

4. Contracts: The President, with the approval of the Board of Directors, may enter into any contract on behalf of the Club which is consistent with the Club objectives and the policies established by the Board of Directors. The President may also delegate this authority to committee chairs and other officers.

5. Banking: All checks shall be signed by a designated official of the Club and in such manner as prescribed by the Board of Directors. All funds of the Club shall be deposited in a financial institution the Board of Directors may select.

Section L. Compensation

No Officer shall receive compensation for service, but any Officer or member may receive reimbursement for costs and expenses in the pursuit of the Club's business, upon resolution for reimbursement by the Board of Directors.

Section M. Attendance

1. If a Director has more than three notified absences from Board meetings in their elected year, the President will promptly contact the member to discuss the problem.

2. If a Director has more than three un-notified absences from Board Meetings in their elected year, the Board will decide what actions to take regarding the board member’s future membership on the Board.

ARTICLE VI. CONFLICT OF INTEREST

Section A. Purpose.

This policy statement is intended to protect the Club’s interest in any transaction that could benefit the personal financial interest of a Club Officer, Director, Committee or Event Chair, or any member with funding or policy authority. On an annual basis, each Director, Committee, and Event Chair is required to complete a Conflict of Interest Disclosure Statement, in accordance with the Club’s Conflict of Interest Policy.

Section B. Duty to Disclose.

Directors, Committee Chairs, and Event Chairs must disclose to the Board of Directors any potential conflict of interest where the member may financially benefit. A member may have a financial interest but no conflict of interest. The Board will determine if a conflict does exist and take appropriate action as necessary.

Section C. Failure to Disclose.

Failure to make a timely disclosure of a potential conflict of interest to the Board as required above will be considered a violation of Club policy. Appropriate action, up to revocation of Club membership, may follow as determined by the Board.

Section D. Board Responsibility.

Upon receiving a report of a potential or actual conflict of interest, the Board shall review all circumstances available and render a ruling by majority vote of Board members present. A report will be submitted to the President or other officer designated by the Board to handle such matters, supplying any reasons why the transaction might not be in the best interest of the Club. In matters requiring prior approval of the Board of Directors, the President or other officer shall forward copies of this disclosure report to the Board before its approval. A Director, committee, or Event Chair with a dual interest in a proposed transaction shall not vote on the matter and, depending upon the circumstances, may be excluded from any discussion of the matter.

ARTICLE VII. RECORDS

Section A. Definition.

Club documents are defined as written records produced by members in the context of Club affairs. The documents can be either paper or electronic.
1. Records of all actions by the Board should be retained, including (i) the time, date and place of each meeting; (ii) whether a meeting is Board or members meeting; (iii) the names of Board member present at each meeting; (iv) the minutes of all meetings; (v) approvals of the minutes; (vi) all written consents for action without a meeting; (vii) all formal dissents from Board actions.
2. The Club shall keep adequate and correct books and records of account, which include, but are not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.
3. The Club shall keep, the original or a copy of the Articles of Incorporation and Bylaws as amended to date.

Section B. Categories of Documents and Retention Period.

Documents identified under this policy must be retained for the specified time period. Document retention is essential for historical reference, as well as source material for possible litigation.

1. Tax returns, shall be retained for a period of six (6) years.
2. Financial records shall be retained for a period of three (3) years.
3. Board minutes shall be retained for a period of six (6) years.

Section C. Responsibility for Compliance.

Sitting Directors shall be responsible for the safe and secure maintenance of current and past records, and for the transfer of those records to their replacements, as follows:

1. Tax returns and financial records: Treasurer.

2. Board Minutes: Secretary.

Section D. Annual Report

The Board shall cause an annual report to be sent to each Director within 120 days after the close of the Club’s fiscal year containing the following information:

1. The assets and liabilities of the Club as of the end of the fiscal year.
2. The principal changes in assets and liabilities, during the fiscal year.
3. The revenue of the Club for this fiscal year.
4. The expenses or disbursements of the Club during the fiscal year.
5. A statement of any transaction (i) to which the Club was a party, (ii) which involved more than $50,000 or which was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (iii) in which any Director or Officer had a direct or indirect material financial interest:

ARTICLE VIII. INDEMNIFICATION

Section A. Indemnification by Corporation of Directors, Officers, and Other Agents.

To the extent that a person who is, or was, a Director, officer, employee or other agent of this club has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the club, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this club but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

Section B. Insurance for Corporate Agents.

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the club (including a Director, officer, employee or other agent of the club) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the club would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE IX. FISCAL YEAR

Section A. Fiscal Year

The Club's fiscal year shall be coincident with the calendar year, January 1 to December 31 inclusive.

ARTICLE IX. AMENDMENTS

Section A. Amendments

These By-Laws may be altered or amended by a simple majority of the membership at a regular meeting. The membership shall be notified of proposed changes one (1) month in advance of the meeting at which the changes will be voted upon.