Missouri Bicycle Federation Bylaws

Missouri Bicycle Federation Bylaws
2-94, amended 10-94, repealed 11-2004 and replaced by current bylaws.

Article I: Name--The name of the organization shall be Missouri Bicycle Federation, Incorporated (hereafter referred to as MBF), with a mailing address at Post Office Box 104871, Jefferson City, MO 65110-4871.

Article II: Purpose--The purpose of MBF is to advocate issues of interest to bicyclists and to make Missouri a better place to ride through better bicycle access, safety and education.

Article III: Membership--A. Membership is open to anyone interested in bicycling and who pays the annual membership dues. B. In addition, other organizations may affiliate with MBF. Affiliation is granted upon a majority vote of the Board of Directors of MBF and proper payment of dues as required under the bylaws. Such groups may send representatives to any general or Board meeting of MBF (executive meetings are closed). Representatives may be recognized to speak to issues at general meetings, however, they may not make motions nor vote.

Article IV: Dues--Annual dues are due on or before January 1 of each year. Individual membership dues are $15. Annual affiliation dues for clubs and organizations are $30. Annual affiliation dues for businesses are $50, plus $15 for each additional address listed in the newsletter.

Article V: Meetings--A. The annual meeting of the Corporation MBF shall be the first Sunday of the month in November at a time and place chosen by the Board of Directors. All members and affiliates shall receive written notice of such meeting by mail postmarked in October of that year. B. Special Meetings shall be called by the Chair with written concurrence of any two Board members, a majority vote of the Board, or by a petition of not less than five percent of members in good standing. The time, place and agenda of the special meeting must be announced to members and affiliates by mail postmarked no later than twenty days prior to the meeting. C. A quorum for all general meetings shall be 5% of the total individual membership as recorded by the Secretary of MBF. A proxy shall be considered a member present. A quorum for a Board of Directors meeting shall be 60% of the elected Board. D. Rules of Order for all meetings of MBF shall be the most current copy of Robert's Rules of Order.

Article VI: Voting Procedures--A. Motions made to conduct business of MBF shall be passed by a simple majority vote of members present at a regular or special meeting. Membership shall be notified at least two weeks prior to any decision that requires a vote greater than a simple majority. MBF Bylaws may be altered, amended or repealed by a two-thirds vote of the members in attendance at a regular or special meeting. In case of dissolution, a two-thirds vote of the members present at a regular meeting is required to distribute the assets of the corporation. B. A list of members in good standing shall be maintained by the treasurer and reported to the secretary. Such list, as recorded ten days prior any general membership meeting, shall be the list of eligible voters for that meeting. C. Each member in good standing is entitled to one vote on each matter submitted to a vote of the members. The majority of the votes cast at a general or special meeting, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the membership. D. Members in good standing may vote at any meeting, in person or by proxy. If by proxy, the proxy shall be executed in writing before a notary public. No proxy shall be valid more than 30 days after its execution date. Proxies must be filed with the Secretary before the vote.

Article VII: Board of Directors--The Board of Directors of MBF shall be composed of the Chair, Vice Chair, Past Chair, Secretary, Treasurer and up to four members appointed by the Board. The Board shall be responsible for overall policy and operation of MBF. A. Duties of the Past Chair: he Past Chair advises the Board for the year immediately following his or her term as Chair as a voting member of the Board. If the Chair is re-elected, the position of Past Chair shall remain vacant until such time as there is a Past Chair. B. Duties of the Chair: The Chair presides at all Board and general meetings and has such powers and duties as the Board may from time to time prescribe. C. Duties of the Vice Chair: The Vice Chair performs and executes the duties of the Chair in his or her absence and shall perform other duties as the Board may prescribe. D. Duties of the Secretary: The Secretary attends and keeps minutes of all Board and general meetings, issues proper notices of such meetings, performs all other duties which are incident to the office of Secretary and performs such other duties as prescribed by the Board. He or she shall cause to be prepared a written report and summary of the annual general membership meeting which shall be mailed to the general membership, and upon request to the general public. E. Duties of the Treasurer: The Treasurer collects all monies due MBF, has custody of the funds of MBF, places such funds in depositories as may be necessary, approves payment of and presents to the Board all bills against MBF, submits to the Board a report of the financial condition of MBF at each Board meeting and prepares and submits a written financial report to the membership at each annual general meeting. He or she secures the signature of at least one other Board member on the bank signature card in addition to his or hers, and receives approval from the Chair prior to writing checks for unbudgeted items over $50. Unbudgeted expenses over $50 shall be approved by the Board. The Treasurer maintains the official membership list. F. Election of Board Members: The Board shall notify the membership of those who are interested in running for the offices of Chair, Vice Chair, Secretary or Treasurer prior to the general membership meeting. Additional nominations may be taken from the floor at this meeting and accepted under one of the following conditions: (a) the nominee is present and accepts the nomination; otherwise his or her name shall be withdrawn; or (b) the nominee is not present at the general meeting and sends a notarized statement to the Secretary stating his or her acceptance of the nomination to that position; otherwise the nomination shall be considered withdrawn. Board members are elected by secret ballot. Any member in good standing may be nominated for a Board position. G. Appointed Officers: Following the annual membership meeting, the new Board of Directors shall meet at their earliest convenience to appoint no more than four additional members to the Board. Appointment of an eligible member is confirmed upon proof of the nominee's willingness and the concurrence of three elected Board members. The duties of appointed Board members are as directed by the Board and may include liaison responsibilities to other organizations or agencies. H. Terms of office: All Board members shall serve a one-year term beginning immediately following the annual membership meeting and ending immediately after the annual meeting of the following year; Any vacancy on the Board of Directors shall be filled by appointment, voted by a majority of the remaining Board members. All appointments must be members in good standing at the time of appointment. A current Board member may be appointed to another position on the Board. However, he or she must resign his or her current position to accept the appointment. I. Voluntary status: No member of MBF shall receive compensation for services rendered, except for the reimbursement of expenditures made in the pursuit of MBF business, subject to approval of the Board.

Article VIII: Committees and Appointed Positions--A. The Board may create one or more permanent or temporary committees which shall serve at the discretion of the Board. The Board shall specify for each committee its purpose, its number and the qualifications of its members. Any member of MBF is eligible for appointment to any committee. All committee meetings are open to MBF members who wish to attend. B. Duties of Auditor: The Auditor shall be appointed
annually immediately after the general election for the purpose of reviewing the financial records of the MBF prior to the new officers assuming their duties to insure proper accounting procedures. C. Duties of Registered Agent: The Registered Agent shall be appointed annually immediately after the general election to serve as the receiver of any legal correspondence and to renew our annual corporation status.

Article IX: Budget--The incoming Board shall draft and approve an annual budget no later than December 30 and make copies available to members upon request.

Article X: Liability--A. In the absence of fraud or bad faith, no individual members of the organization shall be personally liable for the debts, obligations or liabilities incurred by MBF. B. MBF shall protect from loss or damage any Board member or former Board member against any expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of having been a Board member, except when he or she shall be judged to be liable for negligence or misconduct in the performance of duty.

Article XI: Disposal of Assets--Upon dissolution of the corporation the Board of Directors shall, after paying all debts, dispose of the assets of the organization. Assets shall be distributed to other organizations that have the purpose of promoting bicycle access, safety or education.