By Laws

DRAFT BYLAWS OF THE HILL COUNTRY BICYCLE TOURING & ADVENTURE CLUB

Article I – NAME AND PURPOSE

  • This organization shall be known as the Hill Country Bicycle Touring & Adventure Club; herein stated as the Club.
  • The purposes of the Club shall be to promote recreational bicycling and other adventure events in, but not limited to, the vicinity of San Antonio and Hill Country of Central Texas for the enjoyment of its members and others.

 Article II – MEMBERSHIP

  • Membership in the Club shall be available to any person who has an interest in bicycling or other adventure activities.
  • The Club recognizes two types of memberships: individual and family. All family members must live at the same address.
  • A member of the Club whose dues are fully paid shall be a member in good standing and shall be entitled to all privileges as set forth in these bylaws.

Article III – BOARD OF DIRECTORS

  • The Board of Directors shall be elected by the membership of the Club to manage its affairs and oversee activities. The Board of Directors shall consist of a minimum of a(n);
·       President ·       Director of Membership
·       Vice President ·       Director of Electronic Media
·       Secretary ·       Director of Special Activities
·       Treasurer ·       Director of Rides
·       Advisor (non–voting), normally the past President or member of the previous Board
  1. Duties of the Board:
    1. Generally;
      • Board members should:
        • Determine or reaffirm the Club’s mission and set policies for its operation to establish its general course from year to year
        • Establish fiscal policy and boundaries, including budgets and financial controls
        • Provide adequate resources for the activities of the Club
        • Develop and maintain a communication link to the community by acting as an advocate on behalf of the Club
        • Ensure the Club’s charter and bylaws are being followed
      • Board members should not:
        • Engage in the day-to-day operation of the Club
        • Make detailed programmatic decisions more appropriately left to committees
  2. Specifically;
    • The President shall oversee the business of the Club and shall preside at all meetings of the Club.
    • The Director of Rides shall serve as chairperson of the Ride/Tour/Adventure
    • The Director Membership shall serve as Chairperson of the Membership Committee.
    • The Director of Electronic Media shall provide enhancements and update to the club web and social media sites and serve as Chairperson of the Electronic Media committee
    • The Director of Special Activities shall serve as Chairperson of the Special Activities Committee, which shall include the marketing of the club. This chairperson shall select members for the Nominating Committee each September of odd numbered years.
    • The Secretary shall;
      • Take and preserve the minutes of all club meetings (membership and board meetings).
      • Be responsible for the content of notes of thanks or condolences posted on the website on behalf of the Club.
    • The Treasurer shall:
      • Take custody of all funds belonging to the Club under the supervision of the Board.
      • Deposit all cash received in a bank account from which it shall be withdrawn only in accordance with regulations prescribed by the Board.
      • Keep proper books of account and shall report the financial condition of the Club at its regular scheduled meetings. These books of account will be preserved by the Treasurer and shall become a permanent Club record.
      • Provide a statement of condition for the quarters ending March, June, September, and December.
    • The Advisor:
      • Shall serve in a non-voting role on the Board.
      • Shall be a prior Board member and shall advise the Board on procedures and policies set forth in prior years.
      • May also be a member of any committee.
    • During an absence of the President the Vice President may perform the duties of the President.
    • Board of Directors;
      • Shall have the authority to suspend or expel a Board member for cause, after an appropriate hearing, by a two-thirds vote of the Board.
      • Shall have the authority to fill any vacancies that may occur between election years.
      • Shall have the authority to make rules and regulations for carrying out procedures established by these bylaws
      • Shall not place themselves in a position, nor allow themselves to be placed in a position, where their personal or professional actions would be a conflict of interest or perceived to be a conflict of interest with the goals, activities, or purpose of the Club.

Article IV – COMMITTEES

  • A Nominating Committee, of at least three members of the Club shall be appointed by the Chairperson of the Marketing and Special Activities no later than two months before the date of the annual elections of officers in November of odd numbered years. It shall be the duty of this committee to nominate a candidate who consents to serve, for each Board position to be filled.
  • Ride, Electronic Media, Membership, Special Activities, and Marketing Committees;
    1. Shall tend to the day-to-day operation and well-being of the Club.
    2. May consist of a single chairperson or a chairperson with multiple members.
  • Committee Chairpersons;
    1. Shall serve in dual roles; as Chairpersons on the committees and as Directors on the Board to which they are elected. Duties between the two roles shall remain separate.
    2. Are free to organize their committees in any way as long as they meet the annual goals and objectives set forth by the Board for the efficient and effective operation of the Club.
    3. Shall submit a proposed annual budget based upon the Board’s annual goals and objectives for the Club, for the activities foreseen within the committee, no later than the second annual Board Meeting.

Article V – NOMINATIONS AND ELECTIONS

  • The Board shall be elected by the members of the Club at the November membership meeting in odd numbered years. The elected Board shall take office on January 1st of the even numbered year.  The Board members so elected shall serve a term of two years.  Board vacancies may vary from year to year.  Elections shall be conducted by ballot.  The voting members shall constitute a quorum. Voting by proxy or absentee ballot shall not be permitted.  The Nominating Committee shall oversee all voting.
  • The Nominating Committee (selected by the Director of Special Activities) shall;
    1. Provide sufficient opportunity for members of the Club to submit names for consideration by the Committee.
    2. Nominate at least one candidate for each position to be elected. Any member, who consents, may be included on the ballot without being designated by the Committee.
    3. Nominate its slate of candidates at the October membership meeting in odd numbered years. Any member who wants to be included on the ballot must be nominated at the October membership meeting. Two members of the same family cannot serve on the Board during the same period.  The names of all candidates to be included on the ballot will be presented to the membership on the Club website.
    4. Conduct the election, count the ballots, and report the results to the membership.
  • All memberships in good standing may participate in Club elections – that is, one membership equates to one vote.

Article VI – MEETINGS

  • Membership meetings
    1. The Club shall have a minimum of six membership meetings a year to include one in November for the election of officers.
    2. The Board shall set the date, time, agenda, and place for such meetings and shall provide ample notice to all members.
    3. A quorum at any membership meeting of the Club shall consist of not less than ten percent of the current members in good standing.
  • Board Meetings
    1. The President shall:
      1. Have the authority to call meetings of the Board of directors as needed.
      2. Set the date, time, agenda, and place for such meetings and shall provide ample notice to all Board members.
    2. The Board shall have the authority to vote on all matters for the Club.
    3. If agreeable to a majority of the Board, meetings may be held electronically.
    4. A quorum at any Board meeting shall consist of not less than fifty percent of the Board. A majority of the Board shall constitute a quorum for the transaction of business. All actions of the Board shall be by majority vote of those present.
    5. Both physical and electronic meetings of the Board shall be open to all the members of the Club.

Article VII – FINANCES

  • Dues for members of the Club shall be determined by a majority vote of the Board.
  • The Club may collect additional funds through sponsorship of participation in various events compatible with the purposes of this organization.
  • The Board shall have the authority to open bank accounts which shall be in the name of the Hill Country Bicycle Touring and Adventure The Treasurer and/or the President shall have authority to authorize disbursement of funds that have been pre-approved by the Board. Discretionary funds, limited to $100.00, may be dispersed by the President in an emergency without Board approval.
  • Funds collected for the Club shall be used solely to advance the purposes of this organization.
  • Neither the Club nor any agency thereof shall have the authority to borrow money, enter into a contract, or otherwise incur indebtedness above the amount of unencumbered balances in the bank accounts of the Club, without express approval in advance by the Board.

Article VIII – CONSTRUCTION OF BYLAWS

  • On all questions as to the construction of meaning of these Bylaws, the decision of the Board shall be final.
  • The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt.

Article IX – AMENDMENTS

These Bylaws shall not be altered, amended, suspended, or repealed, in whole or in part, except by a two-thirds vote of the Board of Directors present at a stated meeting.

  1. Approved by the Membership on December 18, 2004
  2. Amended by the Board of Directors on January 6, 2005
  3. Amended by the Board of Directors on November 17, 2005
  4. Amended by the Board of Directors on January 12, 2006
  5. Amended by the Board of Directors on September 1, 2006
  6. Amended by the Board of Directors on January 8, 2008
  7. Amended by the Board of Directors on August 18, 2016
  8. Amended by the Board of Directors on January 11, 2018 (rename club to Hill Country Bicycle Touring and Adventure Club)