SOUTHERN COLORADO TRAIL BUILDERS CLUB BYLAWS

Article I – MEMBERSHIP

Section 1 – Qualifications

Any person who pays annual dues shall be considered a member of the Club. Membership is open to all

interested in bicycling without regard to race, creed, sex, national origin or religious preference. All

applications for membership must be made in writing or electronically through the online application.

Any member who violates any provision of the Constitution or Bylaws may be suspended or expelled at

any meeting or special meeting of the Club, provided that the member under proposed suspension or

expulsion has been notified of impending action regarding the proposed suspension or expulsion at least

10 days in advance. The expulsion or suspension shall be by secret ballot of a two-thirds majority vote of

the Board of Directors.

Section 2 – Classifications

Any person 10 through 17 years of age is eligible for Junior membership in the same manner as Adult

members, except that the consent in writing of a parent or guardian is required. Those under 10 years of

age may be included as part of a Family membership and may attend all Club functions when in the

company of their parents.

A Family membership includes parent(s) and all dependent children. For the purpose of elections and

other official business, each family member age 18 or over will be considered an Adult member.

Article II – FUNDS, FINANCES, AND PROPERTY

Section 1

The funds of the Club shall be deposited in a bank of good standing, in the name of the Southern

Colorado Trail Builders Club, subject to the draft of the Treasurer or President. No sum of money

exceeding the budgeted amount of officer or committee may be withdrawn from the treasury except

when approved by the Board of Directors. The title to the funds, finances and property of the Club shall

be vested solely in the adult members.

Section 2

At the December meeting each year, the President shall appoint an adult member who is not a member

of the Board of Directors to chair a three-person committee to audit the books and accounts of the Club;

such committee shall report to the Board at the March meeting.

Section 3

No later than the December meeting each year, the President shall explain and present for approval a

proposed operating budget prepared by the other members of the Board of Directors under the

direction of the President. The Board is authorized to adjust the subsequent operating budget

commensurate with increases or decreases in Club revenues.

Section 4

No part of the organization’s net earnings may inure to the benefit of any person having a personal and

private interest in the activities of the organization. For purposes of this requirement, it is not necessary

that net earnings be actually distributed, since even undistributed earnings benefit members, if

reflected by a decrease in membership dues or an increase in the services the club makes available to its

members with corresponding increase in dues or other fees paid for club support.

Section 5

Upon dissolution of the Club, the Board of Directors shall, after paying or making provision for the

payment of all of the liabilities of the Club, dispose of all of the assets of the Club in such manner as the

Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the

Court of Common Pleas in the county in which the principal office of the Club is then located, exclusively

for such purposes or such organization or organizations, as said court shall determine, which are

organized and operated exclusively for such purposes.

ARTICLE III – ELECTION OF OFFICERS

The nomination of the elected officials shall be made at the September meeting. Nominations also will

be accepted from the floor at this meeting. The Nominating Committee’s ballot, with write-in space, will

be provided to all adult members by October 1 by posting the ballot on the website. Paper ballots, if

used, are to be marked and received not later than October 15 in a sealed envelope with the voter’s

name, signature and Club number on the envelope. No voter may submit more than one ballot,

regardless of voting method used.

The Nominating Committee shall function as the Board of Elections to verify membership and to certify

the results of the election. Any voting discrepancies shall be presented to the Board of Directors for

resolution.

ARTICLE IV – MEETINGS

Section 1

Meetings of the Board of Directors shall be held regularly. A quorum for meetings of the Board shall

consist of no less than a majority of the Board members. Where one person has been elected and/or

appointed to more than one Board position, the quorum is based on the number of persons present and

not the number of positions present. In no case shall any one person be entitled to more than one vote

and in the case of that person occupying more than one position holds the office of President, then that

person will be entitled only to vote according to the provision as outlined in the rules of Order.

Section 2

Touring committee meetings shall be held regularly. These meetings shall be open to all SCTBC

members.

Section 3

Special meetings may be called by the President at any time. He/she shall also call special meetings upon

the written application of 5 Club members. The call shall state the nature of the business to be

transacted, and no other business shall be attended to at such meetings. If the meeting is to be a

meeting of record, the adult membership shall be notified of said meeting at least 15 days in advance.

Section 4

In the absence of the President and Vice President, the Board members present at a meeting shall elect

a President Pro Tem. The President Pro Tem shall perform such duties as the office may require.

ARTICLE V – DUES

Section 1

The annual dues of members shall be payable in advance, without notice. A change in membership dues

can be made at any meeting at which all Adult Club members present at the meeting shall have an equal

vote on the issue. Notification of proposed changes in membership dues shall be posted on the SCCC

website at least 30 days before the voting meeting.

Section 2

Membership dues for a one or more period will be accepted at any time.

Section 3

A member shall be considered a “renewal” member if he/she held an active membership in the previous

year. If said member allows membership to lapse more than one year, he/she shall be considered a

“new” member upon receipt of membership dues.

ARTICLE VI – ORDER OF BUSINESS

Section 1

The order of business at meetings shall be as follows:

1. Call to order

2. Roll call

3. Review of minutes of previous meeting

4. Reports of officers

5. Reports of committees

6. Unfinished business

7. New business

8. Adjournment

Section 2

Rules of Order shall govern the meetings of the Club and the Board, in parliamentary usage, so far as

applicable and not inconsistent with these bylaws.

Section 3

A collection of documented operating procedures entitled “SCTBC Operating Procedures” shall be

generated and maintained by the Board. Responsibility for keeping this collection, making it available at

meetings of the Board and effecting its transfer to the new Board after elections shall be that of a

Director-at- large, as determined by the President.

ARTICLE VII – DUTIES OF OFFICERS

Section 1

The President, as chairman of the Board, shall be responsible for the Club’s general management and

shall oversee the affairs of the Club. The President shall preside at all meetings, shall have power to fill

any vacancy that may occur on the Board of Directors, and shall perform such other duties as this office

may require.

Section 2

The Vice President shall preside in the absence of the President. In the event of the death, resignation or

removal of the president, the Vice president shall assume the duties of such office.

Section 3

The Secretary shall record and maintain the minutes of the meetings of the Club. It shall be the

responsibility of the Secretary to furnish a copy of the Bylaws to the members of the Club upon request.

The Secretary will maintain a separate file of policy decisions and will add to the file as policy statements

are established.

Section 4

The Treasurer shall receive all moneys, pay all bills upon receiving proper approval and maintain proper

financial records, according to accepted accounting practices.

Section 5

The Touring Captain shall, under the direction of the Board, make and have charge of all arrangements

of parades, tours and excursions of the Club, and reports for publication in the Club Facebook pertaining

to them. He/she shall give a touring report at each meeting of the Board. He/she may designate, subject

to the approval of the President, such assistants as he/she may need in the performance of the duties of

his/her office.

Section 6

The Facebook Editor shall be responsible for the preparation and publication of the Club Facebook. The

Facebook Editor also shall provide consultation in the preparation of Club handbooks and guides.

Section 7

The Membership Chairperson shall be responsible for the promotion of the SCTB Club, for the

development, distribution and processing of Club membership applications and for the maintenance of

all membership records.

Section 8

The Social Chairperson shall be responsible for Club picnics and banquets and other social activities and

for the promotion of camaraderie among Club members.

Section 9

The two Directors-at- Large will be assigned duties voting of corporate securities or the sale or exchange

thereof, by the President with the concurrence of the Board.

ARTICLE VIII – POWERS

The Club shall have such powers as are now or may hereafter be granted under the Non-Profit

Corporation Law of the State of Colorado, so long as the exercise of such powers are activities permitted

to a corporation qualifying under Section 501 (c) (7) of the Internal Revenue Code of 1954, and are

conducted for the purposes set forth herein and in the Articles of Incorporation. To the extent not

inconsistent with the above, the Club shall have the power to:

a. Solicit, collect, receive, acquire, hold and invest money and property both real and personal, received

by gift, bequest, devise, grant, purchase, exchange, lease, transfer, judicial order or decree, or

otherwise both real and personal, of whatever kind and description and wherever situate, absolutely

or in trust, to carry out the purposes of the Club as directed by the Board of Directors;

b. Invest and reinvest any assets of the Club and collect income therefrom;

c. Arbitrate, defend, enforce, release, compromise, or otherwise sell any claim of or against the Club;

d. Make any division or distribution of the assets or income of the Club in furtherance of its purposes

as directed by the Board of Directors;

e. Control, maintain and improve, lease for any term, rent, exchange, sell, convey, or transfer at

public or private sale all or any part of the real or personal property of the Club;

f. Execute and deliver proper instruments of conveyance and transfer;

g. For proper corporate purposes, borrow money and issue bonds, notes or other instruments as

evidence of debt and to secure the same by the assignment, pledge, or mortgage of corporate

property;

h. Execute and deliver proxies and powers of attorney and such other instruments as are incidental

to the holding, controlling and

i. Hold assets in the name of a nominee or in bearer form, in its own name or as Trustee;

j. Make divisions and distributions of corporate property in cash or in kind, or partially in cash and

partially in kind from current income or from principal, as shall be directed by the Board of

Directors in pursuance of the Club purpose;

k. Employ and reasonably compensate such individuals and entities as may be needed to carry out the

purposes of the Club.

ARTICLE IX – INDEMNIFICATION

The Club shall indemnify any office, director, or employee of the Club against any cost or expense

(including amounts paid in settlement) reasonably incurred by him/her in connection with the

settlement or defense of any actions, suit or proceeding to which he/she is made a party by reason of

his/her being or having been an officer, director, or employee of the Club (whether or not he/she is an

officer, director, or employee at the time of incurring such costs and expenses); provided, however, that

no person shall be entitled to such indemnification if the action, suit or proceedings determine that

he/she has been guilty of gross neglect or willful misconduct in the performance of his/her duties, or in

the event a final adjudication is not made in such action, suit or proceeding, if the Board of Directors of

the Club specifically consider the matter and reasonably determine that such person is guilty of gross

neglect or willful misconduct in the performance of his/her duties. The foregoing rights of

indemnification shall not be exclusive of any other right to which any officer, director, or employee may

be entitled as a matter of law.

ARTICLE X – AMENDMENTS

Amendments to the Bylaws may be proposed by a member of the Board of Directors at any regular

meeting. Upon agreement by a majority vote of the Board of Directors, notification of proposed Bylaw

amendments will be posted on the SCTBC website and/or e-mailed to all Adult members at least 30 days

prior to proposed action. Amendments to the Bylaws will be ratified by the Board of Directors at a

regular meeting by a two-thirds majority vote.