BYLAWS OF Central Oregon Wheelers (111722)

ARTICLE 1.           PURPOSE

The purpose of the Central Oregon Wheelers, herein referred to as the corporation or the club, is to:

• Provide membership with group cycling opportunities

• Provide membership with opportunities to socialize with others who have an interest in cycling

ARTICLE 2.           MEMBERSHIP

2.1          Designation. The club will have one class of voting members. 

2.2          Qualifications – Anyone who is at least eighteen years old, has completed club registration forms, and has paid the annual dues is qualified for membership.

2.3          Transfers. Memberships are non transferable and will terminate on the death, resignation, or removal of a member.

2.4          Dues - Membership dues shall be determined as needed by the Board of Directors (the Board). Failure to pay the annual dues automatically terminates membership in the club.

2.5          Resignation. A member may resign at any time by delivering notice  to the president or the secretary. 

2.6         Membership Termination with Cause – A membership may be terminated by a majority vote of the Board. Grounds for termination may include, but are not limited to:  a disregard for safety on club rides, conduct that is disruptive of club functions such as arriving late for rides or failing to attend rides after signing-up, misuse of club funds or property, or misrepresentation of club policy. In addition, the president may immediately terminate a person's membership if multiple members have reported  flagrant safety violations, and/or a second violation occurs after a warning of that violation. Any terminated member will be offered a refund of their membership dues.

ARTICLE 3.           MEETINGS

3.1          Board Meetings.  The Board shall meet on the last Thursday of every other month, or sooner, at a time designated by the president. The president may cancel any Board meeting when there is no business to consider.

3.2          Annual Meetings. An annual meeting of the membership shall be held each year in April, or as close as possible, for the purpose of electing directors.  At the annual meeting, the president, or designee, will report on the activities and financial condition of the corporation. 

3.3         Special Meetings. A special meeting of members will be held (a) as called by the Board, or (b) if at least 50% of the membership request a meeting. The written request shall include the members signatures, date of request, purpose of meeting and be delivered to the secretary. Only matters within the purposes described in the request will be addressed at the special meeting. The Board shall determine the time and place for a special meeting within 30 days of receiving the request and notify membership of the special meeting.

3.4        Electronic Participation. If deemed appropriate, members may participate in the annual meetings, Board meetings or  special meetings, by electronic means of communication by which all members participating may simultaneously hear. A member participating in the meeting by this means is deemed to be present in person at the meeting.

3.5        Action by Ballot. Any action that may be taken at a members’ meeting may be taken without a meeting if the club delivers a ballot (paper or electronic) to every member. A ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. 

3.6        Notice of Meetings. The club must notify its members via email of the place, date, and time of each annual and special meeting no fewer than seven days before the meeting.  Notice of a special meeting must describe the  purposes of the  meeting.

3.7        Quorum. A of  member meetings shall consist of 10% of the members, or 25 members, whichever is less.

3.8         Voting. A vote may be cast either orally or in writing (paper or electronic).  All election results shall be published on the website, cowheelers.com, listing all candidates and votes received.  

ARTICLE 4.           DIRECTORS

4.1          Powers. The affairs of the club will be managed under the direction of the Board.

4.2          Qualifications. All directors must be members of the club.  No director may be an officer or owner of any bicycle shop located in whole or in part in Deschutes, Crook or Jefferson counties.

4.3          Number. The Board of directors will consist of not fewer than 5 directors nor more than 9. The number of directors may be fixed or changed periodically, within the minimum and the maximum, by the Board.

4.4          Term. The term of each director will be two consecutive years. Directors may be reelected for any number of consecutive terms. 

4.5          Election and Tenure of Office. After the expiration of a directors term  members of the club shall be selected by unanimous vote of the Board at the annual meeting. Candidates may self nominate or be nominated  by the motion of one member and the support of two other members.   

4.6          Vacancies. A vacancy in the Board  will exist on the death, resignation, or removal of any director. A vacancy in the Board may be filled by either the Board at, or near, the time the vacancy occurs. Each director so elected will hold office for the balance of the unexpired term of his or her predecessor. If the Board accepts the resignation of a director tendered to take effect at a future time, a successor may be elected to take office when the resignation becomes effective.

4.7          Resignation. A director may resign at any time by delivering notice to the president or the secretary. 

4.8          Removal. A director may be removed at any time, with cause, by vote of a majority of the Board.

4.9          Meetings. An annual meeting of the Board will be held prior to, and at the same place as, the annual meeting.. 

4.10        Action without Meeting by Unanimous Consent. Any action  taken at a Board meeting may be taken without a meeting if the action is agreed to by all members of the Board. The action must be recorded in the meeting minutes.  

4.11       Quorum and Voting. A quorum of theBoard will consist of a majority of the number of directors. If a quorum is present when a vote is taken, the affirmative vote  will be the act of the Board and recorded.

4.12        Board Committees. The Board may create committees for the purpose of furthering the purpose of the club.  The creation of a committee and the appointment of directors and members to the committee must be approved by a majority of all Board. The provisions of these bylaws governing meetings will apply to committees. 

4.13        Compensation. Directors and members of committees are not paid. However, they will be reimbursed for expenses that are determined by the Board to be just and reasonable. Directors, officers and committee members will not otherwise be compensated for service.

4.14       Director Conflict of Interest.  A potential conflict of interest (COI) occurs when a director is in a position to derive personal benefit from the actions or decisions made in their capacity as a Board member. The Board shall assess the presence of a COI and the COI will be nullified if  it receives the affirmative vote of a majority of the directors.

In order to avoid the appearance that a bicycle shop is an official sponsor of the club or that the club is exclusively associated with any particular bicycle shop to the greatest extent possible, club rides should not start or finish at a bicycle shop. No person who currently owns or operates a bicycle shop shall be an officer or member of the Board.

ARTICLE 5.           OFFICERS

5.1          Designation; Appointment. The officers of the corporation will be a president, a vice-president, a secretary and a treasurer. The officers will be appointed by the Board. The same person may simultaneously hold more than one office, except for the offices of president and secretary. Officers may, but need not be, members of the Board.

5.2          Compensation and Term of Office.

5.2.1      Officers shall serve without compensation. However, the Board may authorize reimbursement of an officer for approved out-of-pocket expenses.

5.2.2      Any officer may be removed, with  cause, at any time by action of the Board.

5.2.3      Any officer may resign at any time by delivering notice to the Board, the president, or the secretary.

5.2.4      The term of officers shall be two years. A vote for Vice president and Secretary will take place at the Annual meeting on Odd years. A vote for president and Treasurer will take place at the Annual meeting in Even years.

5.3          President. The president will preside at meetings of the Board, will ensure that the Board is advised on all significant matters of the corporation’s business, will act as a principal spokesperson and representative of the club, will be the chief executive officer of the corporation, and will have other powers and duties that may be prescribed by the Board.

5.4          Vice president. The vice president will perform the duties of the president in the absence of the president.

5.5          Secretary. The secretary will  prepare minutes of meetings of the Board and be responsible for authenticating records of the corporation. Electronic copies of meeting minutes of the Board will be kept on the club website and archived on the club’s Google Drive. The secretary also will have other powers and perform other duties that may be prescribed by the Board.

5.6          Treasurer. The treasurer will be the chief financial officer of the corporation and will keep and maintain, or cause to be kept and maintained, adequate and correct electronic records of accounts of  business transactions of the corporation. The treasurer will deposit, or cause to be deposited, all money and other valuables of the corporation with financial institutions, and will disburse or cause to be disbursed funds of the corporation as ordered by the Board, and will have other powers and perform other duties that may be prescribed by the Board.

5.7          Vacancies. A vacancy of an officer will exist on the death, resignation or removal. A vacancy will be filled by the Board. Each officer so appointed will hold office for the balance of the unexpired term of his or her predecessor. If the Board  accepts the resignation of an officer tendered to take effect at a future time, a successor may be appointed to take office when the resignation becomes effective.

ARTICLE 6.           NONDISCRIMINATION

6.1          The corporation will not discriminate on the basis of gender, race, creed, marital status, sexual orientation, religion, color, age, national origin, disability, or familial status in all matters.

ARTICLE 8            GENERAL PROVISIONS

8.1          Amendment of Bylaws.

8.1.1      The Board  may amend or repeal these bylaws or adopt new bylaws by majority vote at any time.

8.1.2      Whenever an amendment, new bylaw, or revision of the bylaws is adopted, it will be recorded in the meeting minutes and the bylaws modified as needed. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred will be recorded in the meeting minutes and the bylaws modified as needed. 

8.2          Inspection of Records. All electronic records and accounts of the corporation will be open to inspection by the directors in the manner and to the extent required by law.

8.3          Deposits. All funds of the corporation must be deposited to the credit of the corporation in those banks, trust companies, or other depositories as the officers of the corporation designate.

8.5          Loans or Guarantees. The corporation may not borrow money and no evidence of indebtedness may be issued in its name unless authorized by the Board. This authority may be general or confined to specific instances. The corporation may not make a loan to or guarantee an obligation of a director of the corporation.

8.6          Execution of Documents. The Board may authorize any officer to enter into any contract or to execute any instrument in the name of and on behalf of the club. 

8.7          Insurance. The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director or officer of the club, or who, while a director or officer, is or was serving at the request of the club as a director or officer; however, the corporation may not purchase or maintain such insurance to indemnify any director or officer in connection with any proceeding charging improper personal benefit.  

8.8          Fiscal Year. The fiscal year of the club will begin on the first day of January and end on the last day of December in each year.

8.9          The Board shall have all powers which the constitutions, statutes, and common law of the United States and of this state expressly or impliedly grant or allow nonprofit corporations, as fully as though these bylaws specifically enumerated each of those powers. By way of illustration, the Board shall have all power to enact rules for the conduct of club activities, including membership in the club, qualifications and responsibilities of ride leaders, and the organization and conduct of club rides.

8.10        Severability. A determination that any provision of these bylaws is for any reason inapplicable, invalid, illegal, or otherwise ineffective will not affect or invalidate any other provision of these bylaws.

8.11 Compliance with Oregon Statutes and Rules.  Club shall operate and conduct business in a manner consistent with Oregon Revised Statutes (ORS) governing Oregon Nonprofit organizations, specifically Oregon Nonprofit Corporate Law ORS Chapter 65.

8.12Disbursement of Assets. Upon dissolution of the corporation, the Board shall disburse club assets (e.g., cash, merchandise) in a manner that is consistent with the requirements of Internal Revenue Code  501(c)7.

These bylaws were adopted by the Board of Direction on December 19, 2022

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