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
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exceeding the budgeted amount of officer or committee may be withdrawn from the treasury except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.
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.
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.
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.
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
ARTICLE IV – MEETINGS
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.
Touring committee meetings shall be held regularly. These meetings shall be open to all SCTBC
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.
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
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.
Membership dues for a one or more period will be accepted at any time.
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
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
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.
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
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
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.
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
The Treasurer shall receive all moneys, pay all bills upon receiving proper approval and maintain proper
financial records, according to accepted accounting practices.
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
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.
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.
The Social Chairperson shall be responsible for Club picnics and banquets and other social activities and
for the promotion of camaraderie among Club members.
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
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.