Bylaws
The NorCal High School Mountain Bike League
A Non-Profit Organization
Article 1
NAME, PURPOSE AND MISSION
1.1. This organization shall be known as the Nor Cal High School Mountain Bike League.
1.2. The purpose of this league is the promotion of mountain bike clubs and activities for public and private high schools in Northern California (north of and including San Luis Obispo).
1.3 MISSION STATEMENT:
The NorCal High School Mountain Bike League will work in partnership with the entire community to assure equity and provide services, opportunities and leadership necessary to establish and maintain safe, quality high school mountain bike programs. The coaches, administrators and staff of the league, which work with California schools within and north of San Luis Obispo, believe in the equal worth and dignity of all students. As the governing body for high school competitive mountain biking, the NorCal Mountain Bike League is responsible for establishing a climate which:
• Provides students that have the desire to mountain bike the coaching and camaraderie that will help them achieve both competitive and non-competitive cross-country mountain biking goals in a safe and enjoyable manner.
• Develops in them an awareness of what it is to be an amateur athlete that is both gracious, and respectful to their community.
• Creates an environment in which they may discover new friendships and find role models.
• Guides students towards learning new skills and disciplines, and to spread the foundations of mountain bike racing in the USA.
• Promotes the value of cycling to our community as a mode of transportation and as a life long sport.
• To foster a responsible attitude toward the use of trails and wilderness.
Article 2
MEMBERSHIP
2.1. Membership in this league is open to all high school students in Northern California, both public and private. Homeschoolers may compete individually or they should affiliate with the active school physically
closest to them, unless they request permission from the League to be allowed to associate with another nearby school where they can make a case for a more compelling relationship.
2. 2 The composition of the NorCal High School Mountain Bike League's governing body shall be the board of directors.
2.3 Any school may be suspended or expelled from the NorCal High School Mountain Bike league for good and sufficient reasons by the affirmative votes of two-thirds of the members in good standing. Sanctions and penalties may be levied by a simple majority of those members present.
2.4 The NorCal HS MTB League dues assessment shall be as follows:
A. Each school year, each Division I club may be assessed a fee. This fee may be waived if the club volunteers for certain duties.
B. Each member will be be required to pay a registration fee, with a possible early registration discount.
2.5 The league race schedule shall be released no later than January. Teams must register no later than February. Individuals must register no later than March.
Article 3 - Meetings
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each voting member, by e-mail, not less than ten days before the meeting.
Section 4: Robert's Rules of Order shall prevail unless otherwise specified.
ARTICLE 4 - VOTING
At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and
the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
ARTICLE 5 - ORDER OF BUSINESS
- Roll Call.
- Reading of the Minutes of the preceding meeting.
- Reports of Committees.
- Reports of Officers.
- Old and Unfinished Business.
- New Business.
- Adjournments
ARTICLE 6 - BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of Directors consisting of at least 5, but not more than 7 members, together with the officers of this organization.
The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of two years, but are eligible for re-election.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such
meeting.
Fifty ( 50%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly in October of each year.
Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
The Board of Directors shall select from one of their members a secretary.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the
organization.
ARTICLE 7 - OFFICERS
The initial officers of the organization shall be as follows:
President:
Vice President:
Secretary:
Treasurer:
The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.
The Secretary shall keep the minutes and records of the organization in appropriate books.
It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers who shall sign checks or drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall
exercise all duties incident to the office of Secretary.
The Treasurer shall have over-site of the incomes and expenses of the organization. He shall determine the method of record keeping and oversee records on a quarterly basis. Monthly bank statements shall be delivered to the treasurer for review. He may be one of the officers who shall sign checks or drafts of the organization. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors.
No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting
announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE 8 - SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 18. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation 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 corporation, 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 corporation 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 20. 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 corporation (including a director, officer, employee, or other agent of the corporation) 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 corporation 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 9 - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, grant seeking, etc. The Board Chair appoints all committee chairs.
Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of
the Board of Directors, subject to the direction and control of the Board of Directors.
ARTICLE 10 - FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the July 1st and end on the June 30th each year.
ARTICLE 11 - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of
_____________ on
_______________________, 19XX.