By-Laws of the Santa Barbara Bicycle Coalition
Article I - NAME
- The name of this organization shall be the Santa Barbara Bicycle Coalition.
Article II - MISSION
- The Santa Barbara Bicycle Coalition (SBBC) is a countywide advocacy and resource organization that promotes bicycling for safe transportation and recreation.
Article III - OBJECTIVES
- The objectives of the SBBC are:
- A. Bikeways.
- 1. The completion of a comprehensive network of bikeways, including: Class I (exclusive bike paths separated from roads), Class II (on-road striped bike lanes), Class III, (on-road shared, signed routes) and Bicycle Boulevards.
- 2. Bicycle route numbering with maps.
- 3. Effective and continuing maintenance of all bikeways.
- 4. Highway and street standards including surface standards, bridge access, bicycle sensitive traffic signals.
- 5. Designated mountain biking routes.
- B. Health and Safety.
- 1. Bicycle safety programs and education for both cyclists and motorists provide through schools, public agencies, non-profit groups and the private sector.
- 2. Health programs promoting the exercise, air pollution and quality of life benefits of cycling.
- C. Bicycle parking and amenities.
- 1. Public bicycle parking, facilities for bicycle commuters (bicycle lockers, bike parking, showers).
- D. Bicycle coordinators and advisory committees.
- 1. Bicycle coordinator on city and county staff for bicycle planning, land development monitoring and community liaison
- 2. Bicycle advisory committees for city and county jurisdictions providing bicycle related input for planning commissions and decision makers.
- E. Mass transit
- 1. Public and private buses and trains shall provide for transportation of bicycle and well designed bicycle interfaces.
Article IV - PRINCIPAL OFFICE
- The principal office of the Santa Barbara Bicycle Coalition (SBBC) shall be located at 601 East Montecito Street, Santa Barbara, or at such other place that may be designated by the Board of Directors.
Article IV - MEMBERSHIP
- Section 1. Eligibility.
- Any person who supports the above objectives is eligible to apply for membership.
- Section 2. Membership Categories.
- A. Regular Membership: Open to all persons.
- B. Honorary Membership: Awarded to an individual who's contribution to cycling has been outstanding. Honorary Membership may be granted by two-fifths (2/5) vote of those attending a legally constituted SBBC meeting.
- C. Associate Membership: Any person, association, partnership, corporation or estate supporting the above objectives may acquire associate membership by paying annual dues subject to approval of the Board of Directors. Acquisition of associate membership by any person, association, partnership, corporation or estate does not, however, entitle the holder to more than one vote.
- Section 3. Membership Terms.
- The membership year shall be twelve (12) calendar months. Membership shall automatically lapse for non-payment of renewal dues, terminating the Newsletter and other member rights, privileges and services, unless an exception is made by majority vote of the Board of Directors.
- Section 4. Suspension.
- From Membership Any member may be suspended by a two-thirds (2 /3) vote of the Board of Directors for violation of SBBC rules or for other actions inimical to the general objectives and/or best interest of SBBC. Before suspension, the member shall be notified by or at the request of the president, and shall be given a reasonable opportunity to be heard by the Board of Directors.
- Section 5. Resignations.
- Any member may resign by addressing a letter of resignation to the Secretary of SBBC. Each member's resignation shall become effective upon receipt of such notice by the Secretary and all SBBC privileges, responsibilities and rights of such member shall terminate as of that date.
- Section 6. Dues.
- Annual dues for Regular, Honorary, and Associate members shall be determined from time to time by the Board of Directors with prior notice in the newsletter. Honorary members shall be exempt from payment of dues. Renewal dues shall be payable on or before the beginning of the member's anniversary month each year after joining SBBC.
- Section 7. Privileges of Members.
- Members of good standing shall be entitled to all of the privileges of the SBBC. Each member shall be entitled to receive the Newsletter.
Article V - OFFICERS
- Section 1. Election of Officers.
- A. Election: The Officers shall be elected by secret ballot of members at the regular annual meeting. The officers selected shall be (1) President, (2) Vice President, (3) Secretary, and (4) Treasurer.
- B. Term of Office: Each Officer shall serve for a term of two years or until his or her successor assumes the duties of office, whichever is later.
- C. Members of the Board of Directors: All Officers shall be voting members of the Board of Directors and will be counted as part of the up to fifteen (15) members of the Board of Directors.
- Section 2. Duties of officers.
- A. President: The President shall serve as Chief Executive and shall preside at all meetings of the membership and the Board of Directors. The President shall report to and advise the Board on all significant matters of business, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be empowered to act speak for or otherwise represent the coalition between meetings of the Board within the boundaries and purposes established by the Board. The President shall be responsible for keeping the Board informed at all times of staff performances as related to program objectives and for implementing any policies adopted by the Board, and shall have such other powers and duties as may be prescribed by the Board of Directors or by the general membership.
- B. Vice President: In the absence or disability of the President, the Vice President shall perform all duties of the President when so acting shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the President or the general membership.
- C. Secretary: The Secretary shall keep or cause to be kept, at the principal executive office or at such other place as the Board of directors may direct, a book of minutes of all meetings and actions of the Directors, committees and members with the time and place of holding the regular or special meetings, and if special, how authorized, the notice given, the names of those present at such meetings and the number of members present or represented at members' meetings and the agendas of such meetings. The Secretary shall keep or cause to be kept at the principal executive office as determined by the resolution of the Board, a record of the coalition's members, showing the names and addresses of all members. The Secretary shall give or cause to be given, notice of all meetings of the members and of the Board of Directors required by the By-Laws to be given.
- D. Treasurer: The Treasurer shall be the chief financial officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. The Treasurer shall deposit all monies and all valuables in the name and to the credit of the Coalition with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Coalition as may be ordered by the Board of Directors. The Treasurer shall render to the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the SBBC, and he or she shall have other powers and perform such other duties that may be presented by the Board of Directors or the general membership.
- Section 3. Succession of Officers.
- In the event of an officer's death, resignation, disability, or disqualification, other than the President's, the Board of Directors shall appoint a successor. The President shall be automatically succeeded by the Vice President.
Article VI - MEETINGS OF MEMBERS
- Section 1. Monthly General Meetings.
- The monthly general meetings shall be held at such time and place as the board of Directors shall determine after due consideration of the convenience of the members, with a minimum of ten (10) meetings per year.
- Section 2. Notice of Meetings.
- A notice with the time, place, date and purpose of any meeting of the membership shall be included in the Newsletter.
- Section 3. Quorum.
- Nine (9) members in good standing shall constitute a quorum.
Article VII - BOARD OF DIRECTORS
- Section 1.
- Subject to any limitations in the Article of Incorporation of these By-Laws and the laws of the State of California, all corporation powers shall be exercised by, and business and affairs of the corporation and SBBC shall be controlled by the Board of Directors.
- Section 2.
- Without limiting or detracting from the foregoing general power, the Board of Directors shall have the power to appoint and remove all officers and prescribe their duties and to make rules and regulations not inconsistent with these ByLaws and/or the laws of the State of California.
- Section 3.
- The Board of Directors shall consist of 9 members; 4 being the elected officers of the SBBC for a two-year period, and 5 being elected for the same two-year period from other members in good standing. In the event that the total number of the Board of Directors is less than 9, the existing members of the Board of Directors shall appoint a member in good standing to fill each vacancy.
Article VIII - MEETINGS OF THE BOARD OF DIRECTORS
- Section 1. Board Meetings.
- Meetings of the Board of Directors shall be held quarterly; the time and place to be determined by the President.
- Section 2. Special Meetings.
- Special meetings of the Board of Directors may be called by the President or by a majority of the Board members at such time and place as may be designated.
- Section 3. Quorum.
- One-third (1/3) of the members of the Board of Directors shall constitute a quorum.
- Section 4. Majority.
- A majority vote shall decide all matters unless otherwise provided for in these ByLaws.
Article IX - BOOKS, RECORDS AND REPORTS
- Section 1. Funds.
- All monies paid to the Coalition shall be placed in a general operating fund, or in other special funds as approved by the Board of Directors.
- Section 2. Disbursements.
- Each disbursement shall be made by check signed by the treasurer or, in the absence of the treasurer, by the President, the Vice President, or Secretary, in that order.
- Section 3. Fiscal Year.
- The accounting year of the Coalition shall end on December 31.
- Section 4. Budget.
- As soon as possible after election of an incoming Board of Directors and Officers, the Budget committee shall compile a budget of estimated expenses for the coming year. After the Board has been seated, the Budget committee shall submit such budget to the Board of Directors for approval.
- Section 5. Bonding.
- The Officers and such other persons as the Board may designate may be bonded by a fidelity bond in an amount set by the Board and paid for by the corporation.
- Section 6. Annual Audit and Report to Members.
- A. Each year, each member may request a copy of the most recent annual financial report and shall be promptly sent to any member who sends a written request for the report. B. Not later than 120 days after the close of the fiscal year on December 31, this corporation shall prepare an annual financial report containing (i) a balance sheet as of the end of the fiscal year, (ii) an income statement for the fiscal year, and (iii) the information required by section C below. The report shall be accompanied by (i) any report on it by an independent accountant or if there is no such report, (ii) the certificate of an authorized officer of the corporation that the statement was prepared without audit from the books and records of the corporation. C. Within 120 days after the close of the fiscal year, this corporation shall prepare and give to each member a statement of any transaction with the corporation in which any Director or Officer had a direct or indirect material financial interest. D. The statement in subsection C shall be given to each member in the manner provided for giving notice to meetings to members. Thus requirement may be satisfied by sending the annual financial report containing this statement.
- Section 7. Inspection by Directors.
- Every Director has the absolute right at any reasonable time to inspect all books, records and documents of any kind and the physical properties of the corporation.
- Section 8. Maintenance and Inspection of Record Members.
- The corporation shall keep in its principal offices a record of its members containing their names and addresses and the class of membership held by each ("the membership list"). A member of the Coalition may either (i) inspect and copy the membership list at reasonable times, by making a written demand stating the purpose for which the inspection is to be made, or (ii) obtain from the Secretary, by written demand and payment of a reasonable charge, the membership list of the members entitled to vote for Directors, as of the most recent record date for which the list has been compiled, or as of a date specified by the members subsequent to the date of demand. The latter demand must state the purpose for which the list is requested. Within 10 business days after receipt of the latter demand or after the subsequent date specified in the demand, if reasonable charge has been paid, the Secretary shall deliver the membership list to the requesting member.
- Section 9. Maintenance and Inspection of Articles and By-Laws.
- A copy of the SBBC Articles of Incorporation and By-Laws as amended to date, shall be maintained at the principal office of the SBBC and shall be open to inspection by any member at all reasonable times during office hours.
- Section 10. Maintenance and Inspection of Other SBBC Records.
- The SBBC books and records of account and minutes of the proceedings of its members, Board of Directors, and committees of the SBBC Board shall be kept at the principal office of the SBBC. The minutes shall be kept in written form and the books and records of account shall be kept either in written form or in any other form capable of being converted into written form. The minutes and books and records of account shall be open for inspection upon written request (demand) of any member at any reasonable time during office hours, for a purpose reasonably related to the member's interest as a member.
- Section 11. Who May Inspect.
- Any right of inspection by a Director or member stated in these By-Laws includes the right to copy and to make extracts of the records inspected and to inspect in person. Any record requested for inspection shall be made available in written form, on reasonable notice if not maintained in written form.
Article X - COMMITTEES
- Committees may be formed by a majority vote of the Board of Directors. Any member in good standing is eligible to join a committee. The Chairperson of the Committee shall be determine by majority vote of the Committee members. The President, or his or her appointed representative, shall be ex-officio members of all committees.
Article XI - DISSOLUTION
- SBBC shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, and no part of said funds shall inure, or be distributed, to the members of the Coalition. On dissolution of the Coalition, any funds remaining shall be distributed to one or more non-profit organizations to be selected by the Board of Directors.
Article XII - PARLIAMENTARY AUTHORITY
- The current edition of Robert's Rules of Order shall be the source of authority in all questions of parliamentary procedure as long as such rules are consistent with the Articles of Incorporation and By-Laws of the SBBC.
Article XIII - AMENDMENTS
- These By-Laws may be amended or altered by a Two-Thirds (2/3) vote of the Board of Directors or by a majority of the members at any regular or special meeting, providing the notice for the members includes the proposals for amendments. Any proposed amendment or alteration shall be submitted to the Board or the membership, as the case may be, in writing, at least ten days before the meeting at which they are to be acted upon.