BY-LAWS OF THE
WEST VIRGINIA MOUNTAIN BIKING ASSOCIATION
In the event of dissolution, and after all debts of the Association are paid, the Association shall distribute its remaining assets to the International Mountain Bike Association, a nonprofit corporation organized under the laws of the state of Colorado, if it is then in existence and exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954, or if the International Mountain Biking Association is not then in existence or exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, then all remaining Association assets shall be distributed to another organization which has established its tax exempt status under Section 501(c)(3) and whose purpose is similar to that of the Association. All funds distributed upon dissolution shall be used in such a manner as will best accomplish the general purposes of this Association.
ARTICLE I: DEFINITIONS
1. The term "Association" refers to the West Virginia Mountain Biking
2. The terms "Directors" or "Board" refer to the Board of Directors of the
Association either as individuals or collectively.
3. The term "Members" refers to all persons subscribing and/or belonging to the
Association who are not Directors.
4. The terms "Race Promoter" or "Promoter" refers to those individuals who are
directly responsible to the Association for carrying out Association sanctioned
mountain bike race events. There can only be one Race Promoter per
5. The terms "Officer or "Officers" refer to one or more of the following
positions: President, Vice President, Secretary, and Treasurer.
ARTICLE II: AUTHORITY
The Association is a non-profit, non-stock corporation organized under the laws of
the State of West Virginia.
ARTICLE III: PURPOSE
The purpose and objective of the Association is to solicit, receive, and accept contributions, grants, and devises of real property and personal property from individuals, foundations, partnerships, associations, government bodies, and private corporations. The Association shall hold, maintain, and invest the whole or any part of that property and/or income derived from the property for the following charitable purposes: to develop preserve, and maintain land for multi-trail use and to promote sanctioned mountain bike racing in the State of West Virginia.
ARTICLE IV: POWERS
Nothing contained in the aforementioned "Powers" shall be
construed to conflict with the Association's purposes.
The powers of the Association are as follows:
1. To accept, hold, and disburse any funds acquired by the Association;
2. To purchase, lease, accept, or otherwise acquire any real or personal property;
3. To accept, hold, administer, invest, lease, pledge, mortgage, sell, disburse or
otherwise dispose any real or personal property (including proceeds there from) acquired by the Association;
4. To own, control, administer, or operate any real or personal property,
including any business connected with or incident to the ownership or control of that property;
5. To retain employees, agents, experts, consultants, accountants, counselors, and
investment advisors as may be necessary for the proper accepting, holding,
administering, and investing of the funds or property acquired by the
6. The Association shall have the power to borrow money and to make and issue
bonds, notes, contracts, or other evidences of indebtedness by a majority vote of the Directors; and
7. To otherwise carry out general business activities, including the sale of
Association memberships, necessary and useful to accomplish the Association's purpose.
ARTICLE V: BOARD OF DIRECTORS
1. Powers. The Board carries the full power of the Association consistent with
the Association's Purposes. Each Board member is entitled to one vote on
each issue presented before the Board. If a Board Member promotes more
than one race, he or she has only one vote per issue.
2. Composition. The Board of Directors shall consist of the following persons:
a) All Race Promoters or their chosen representatives;
b) All Officers of the Association or their chosen representatives; and
c) Any eight (8) Members of the Association present at the Board of
Directors meeting immediately preceding the Board of Directors
meeting in which said members wish to vote. If more than eight (8)
members are eligible to vote in a Board meeting, eight (8) voting
Members may be selected by the eligible voting Members present at the Board meeting. If after a reasonable amount of time these Members cannot agree on which eight (8) eligible Members will vote, the President of the Association will choose eight (8) eligible Member names randomly for voting rights at that particular meeting. Representative of Members do not have voting rights, nor may Members vote by proxy.
3. Terms. The terms of the Board of Directors are as follows:
a. Race promoters serve on a year-to-year basis as long as their respective
race(s) is in good standing with the Association. Prospective promoters may
become members of the Board of Directors if two-thirds (2/3) of the existing
Board Members vote for such approval.
b. Officers of the Association serve on the Board of Directors so long as they hold their position in good standing.
c. Voting Members serve on a meeting to meeting basis.
d. Removal. Persons holding positions on the Board of Directors may be removed from their position if they or their races are no longer in good standing with the Board of Directors. A Director shall be considered "removed" if a majority of the Directors in a meeting vote for his or her removal.
e. Compensation. No Director may receive compensation for his or her service
to the Association, but may be reimbursed for any reasonable authorized
expense incurred by them in the performance of their duties as Directors.
f. Conflict of Interest. Where a Director is related in any way to any firm or
organization with which the Association may do or may consider doing
business, that relationship must be promptly and fully disclosed to the entire
Board. If a Director promptly and fully discloses to the entire Board a business transaction which he or she may pursue in the future with me Association, the Board may, by two-thirds (2/3) vote, allow the transaction. That Director wishing to do business with the Association shall not have a vote on that matter, nor be counted as part of the quorum. Provided, however, that the transaction in question shall be made as a result of competitive bidding or other objective measure.
ARTICLE VI: MEETINGS OF THE BOARD OF DIRECTORS
1. Regular Meetings. The Board shall meet at least four (4) times a year.
2. Annual Meetings. The Association shall hold one (1) annual meeting a year
in which Officers will be elected. The Annual Meeting shall be also
considered a "Regular Meeting."
3. Special Meetings. The President shall call special meetings at his or her
discretion and shall call a special meeting upon the written request of any three
Officers or Promoters.
4. Notice. Notice of all meetings of the Board shall be posted on the West Virginia Mountain Bike Association Web Site (www.WVMBA.com) fourteen (14) days prior any Board Meeting.
5. Proxy. Directors of the Board may vote by proxy if an upcoming issue is
made known to the entire Board at least two weeks prior to a meeting.
6. Quorum. A quorum for a particular Board meeting shall be eight (8)
7. Indemnity. The Association shall indemnify and hold harmless each and every
director, his or her representatives, heirs, and assigns from any and all liability arising out of the performance of that director's duties and responsibilities, either express or implied under these By Laws or the Certificate of Incorporation of the Association.
ARTICLE VII; OFFICERS AND THEIR DUTIES
1. Officers. The Officers of the Association shall consist of a President, Vice
President, Secretary, Treasurer and other Officers as the Board shall from time to time determine. No two (2) offices may be held by the same person simultaneously, with the exception of the officers of the Secretary/Treasurer, which may be combined.
A. President. The President of the Association, as Chief Officer thereof, shall
preside at all meetings and perform the duties customarily required of such
officers subject to the Board. The President of the Association shall also serve as the Chairman of the Board and an ex-Officio of all committees. The
President shall appoint all standing and ad hoc committees of the Board
annually, subject to the majority of the members of the Board.
B. Vice President. The Vice President shall assume the duties of the President
in the President's absence, and shall be authorized to perform all duties
attending this office.
C. Secretary. The Secretary of the Association shall have charge of the seal and
corporation books and records of the Association. Along with the President,
the Secretary shall execute and sign such instruments as may require the
Secretary's signature or attestation and shall make reports and perform other
duties incident to the office or required by the Board.
D. Treasurer. The Treasurer of the Association shall have general oversight and
responsibility for the business operation of the Association, including the
procedures and fiduciary responsibility set forth on Article V of these By
2.Election and Terms. The President, Vice President, Secretary, and Treasurer
shall each be elected by majority vote of those Board of Directors eligible to
vote at the annual meeting of the Board. The Officers so elected shall serve
for a term of one year or until their successors are elected.
3.Authority to Function. The Executive Committee shall have, with a simple majority vote all powers and authority over the ordinary and reasonable daily affairs of the organization except as otherwise set out in these bylaws. It shall be authorized to adopt rules and regulations, as it may deem proper for the economy, progress and success of the organization and shall have the authority to bind the Association by contract to carry on the ordinary and reasonable business of the Association to a gross amount not to exceed Three Thousand Five Hundred Dollars ($3,500.00), provided whoever that the decisions made by the executive committee do not conflict with these bylaws or other Association standing rules.
ARTICLE VIII: FISCAL MANAGEMENT
1. General. All money paid to the Association shall be placed in a general
2. Disbursements. The President, Treasurer and Executive Director shall be authorized to disburse funds of the Association as approved by the Board of Directors. Disbursement shall be made through a bank checking account requiring the signature of the President, Treasurer or Executive Director.
ARTICLE IX: COMMITTEES
1. General. The Association shall function through standing, ad hoc, and other committees. Committee Chairman shall be appointed annually by the President of the Board, subject to approval by a majority of those directors eligible to vote. The Committee Chairman shall assure that the discussions and actions of their committees are properly recorded and promptly distributed to members of other committees and to the Board as appropriate.
2. The Executive Committee. The Executive Committee shall consist of all Association Officers. The President of the Board shall serve as the Chairman of the Executive Committee. The Executive Committee shall have the general responsibility to exercise the power and authority of the Board between meetings. With a simple majority vote the Executive Committee shall have all powers and authority over the affairs of the organization except as otherwise set out in these bylaws. It shall be authorized to adopt rules and regulations, as it may deem proper for the economy, progress and success of the organization provided they do not conflict with these bylaw or adopted organization standing rules. Provided, however, that the Executive Committee shall be accountable to the Board for all its actions, which shall be reported and reviewed at the next regular meeting to the Board.
ARTICLE X: GIFT POLICY
All gifts shall be accepted subject to the routine approval or confirmation of the
Board. Such transfer of assets not considered ordinary shall be deferred until advance
approval of the Board is obtained.
ARTICLE XI: SEAL
The corporate seal of the Association shall consist of a circular die with the name of
the Association around the outer edge and the word "SEAL" in the center.
ARTICLE XII: MEMBERSHIP
Any person without regard to race, color, national origin, religion, sex, or age may become a Member of the Association by paying such annual dues as may be established from time to time by the Board of Directors. The schedule of annual dues will be prescribed by the Board at its annual meeting for the up coming race season.
ARTICLE XIII: AMENDMENTS
These By Laws may be altered, amended, or repealed by two-thirds (2/3) vote from Board of Directors at any regular, annual, or special Board meeting, provided that notice of the Board meeting contained the proposed amendments to the By Laws
ARTICLE XIV: FISCAL YEAR.
Any procedure not specified or limited by these By Laws shall be governed by
Robert's Rules of Order.