General 1.1 The Corporation shall be called Mountain Biking Indiana, Inc. (referred to hereinafter as “MBI”).
1.2 The fiscal year of MBI shall commence on the first day of January and end on the last day of December.
Purpose 2.1 Mountain Biking Indiana is a non-profit organization whose mission is to provide its members and the general public with opportunities to steward and recreate on Indiana’s open spaces through education, planning, funding and establishing and maintaining multi-use trails throughout the state. We endorse responsible, environmentally sensible trail use and the creation of community recreation trail networks for the health and benefit of local citizens and visitors.
Article Ill: Membership
3.1 Regular Membership. Any person who joins MBI, using the membership process developed by MBI, is a member of MBI.
3.2 Chapter. Any local mountain biking club or group that pays the membership dues set by MBI, and agrees to adhere to MBI policies for chapters, is a chapter of MBI.
3.3 Corporate Membership. A corporation that pays corporate membership dues set by MBI is a corporate member of MBI.
Meetings of Members 4.1 General. All meetings of the members of MBI shall be held at such time and place as shall be stated in the notice of the meeting, which written notice and agenda shall be mailed, e- mailed or published in a MBI publication or website at least fourteen (14) days before the date set for the meeting. No business other than that listed in the notice sent to members or published shall be transacted at any meeting of the members. No quorum is required in order to transact any business at any meeting of the members.
4.2 Annual Meeting. The Annual Meeting of MBI shall be held annually in October unless a different date is determined by the Board of Directors and stated in the written notice of the meeting. The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law or by these Bylaws, shall include the election of Directors and Officers of MBI (as described in Article V of these Bylaws) and the conduct of any other business which may properly be brought before the meeting.
4.3 Special Meetings. Subject to the provisions of Section 8.2 of the Bylaws, special meetings of the members of MBI, for any purpose or purposes allowed by law or by these Bylaws, may be called by the Chair or by a majority vote of the Board of Directors, and shall be called as otherwise required by law. Furthermore, upon receipt by the Secretary of a petition calling for such a meeting, stating the purpose or purposes for the meeting, and signed by at least 10 percent of the members of MBI, the Secretary shall call a special meeting of the members of MBI by notice given as specified in Section 4.1.
Article V: Membership on the Board of Directors
5.1 Number. The Board of Directors shall consist of not less than seven (7) people or more than eleven (11) people. Two members shall represent chapters and shall be known as Chapter Representatives. The Executive Director shall be an ex officio non-voting member of the Board of Directors and shall not be included within the determined number of Directors.
5.2 Terms. Directors shall serve three-year terms. A Director may serve no more than 2 consecutive terms.
Article VI: Voting and Elections
6.1 Directors: Except for the Chapter Representatives, Directors shall be elected by MBI members present at the annual meeting. Each member shall be entitled to one vote. The Board of Directors shall publish and make available to all members the names of its nominees for election as Directors at least two (2) weeks prior to the Annual Meeting. If at any meeting there is no contest for a position as Director, election shall be by the Secretary casting one (1) vote at the meeting.
6.1.1 Alternative Slates of Directors: Alternative slates of one or more candidates for positions as Directors shall be placed on the ballot if a petition signed by at least 10 percent of members is submitted to and verified by the Secretary at the Annual Meeting of the members. Each such petition must be accompanied by a letter from each alternative candidate, consenting to his or her nomination and agreeing to serve in the position for which he or she is nominated if elected. Upon receipt and verification of such petition(s), the names of those nominees shall be placed on the ballot for the election of Directors at the Annual Meeting, together with the statement from the individual(s).
6.2 Voting. For all matters requiring the vote of the members, including elections of Directors, proposals for change or amendment to these Bylaws (other than membership Referendums as described in Section 6.5 below), notification shall be provided as specified in Section 4.1 at least fourteen (14) days before the deadline date set for the vote by the Board of Directors in accordance with these Bylaws. All votes must be made in person, orally or by secret ballot. Results of the vote shall be made available to any member on request within five (5) business days after the deadline date and reported promptly as specified in Section 4.1. Votes shall be decided by simple majority of the votes cast or by such higher proportion as may be required by law or by these Bylaws.
6.3 Chapter Representatives: Chapter Representatives shall be elected by MBI chapters. Each chapter shall be entitled to one vote, cast by the chapter president. The Board of Directors shall publish and make available to all chapters the names of its nominees for election as Chapter Representatives at least two (2) weeks prior to the Annual Meeting. If at any meeting there is no contest for a position as Chapter Representative, election shall be by the Secretary casting one (1) vote at the meeting.
6.3.1 Alternative Slates of Chapter Representatives: Alternative slates of one or more candidates for positions as Chapter Representatives shall be placed on the ballot if a petition signed by at least 10 percent of members is submitted to and verified by the Secretary at least two (2) weeks before the Annual Meeting of the members. Each such petition must be accompanied by a letter from each alternative candidate, consenting to his or her nomination and agreeing to serve in the position for which he or she is nominated if elected. 6.4 Voting: For all matters requiring the vote of the chapters, including elections of Chapter Representatives, notification shall be provided as specified in Section 4.1 at least fourteen (14) days before the deadline date set for the vote by the Board of Directors in accordance with these Bylaws. All votes may be made in person, orally or by secret ballot, or by electronic means. Ballots must be received at the announced location by 5:00 p.m. on the deadline date, and the results of the vote shall be made available to any member on request within five (5) business days after the deadline date and reported promptly as specified in Section 4.1. Votes shall be decided by simple majority of the votes cast or by such higher proportion as may be required by law or by these Bylaws.
6.5 Referendums. A referendum of all the individual members of MBI will be held after receipt by the Secretary of a petition signed by at least 10% members. Such referendum is to be furnished to members in a form that can be returned by mail or by e-mail or other electronic format. Any such referendum proposal shall be a non-binding resolution of the members presented to the officers and Directors for their guidance. The results of a referendum must be made available to the general membership as specified in Section 4.1. In addition, the results must immediately be made available to the Board of Directors for their guidance in all future discussions and votes.
6.6 Officers. Officers of the Board shall be elected by the Board immediately following the annual meeting.
Article VII: Board of Directors
7.1 Responsibilities. The Board of Directors shall have and exercise the corporate powers prescribed by law. Its primary functions shall be to make policy and to manage the resources of MBI in a sound manner. The Board of Directors shall further determine the general, program and financial policies and shall have the power to carry out any other functions which are permitted by law or by these Bylaws. These powers shall include, but shall not be limited to, the following:
7.1.1 Periodically review the goals and objectives of MBI consistent with the purpose of MBI as stated in Article II;
7.1.2 Establish, review and approve changes in the programs of MBI consistent with its mission;
7.1.3 Oversee and approve the budget of MBI and establish policy guidelines for management of endowments, grants, membership dues, all investments and major fund-raising efforts;
7.1.4 Authorize the purchase, management and sale of all assets and material possessions and equipment for use by MBI;
7.1.5 Authorize the construction of kiosks, buildings and major renovation of existing buildings;
7.1.6 Authorize on behalf of MBI the incurring of debts and securing thereof by mortgage and pledge of real and personal property both tangible and intangible;
7.1.7 Authorize any changes in membership fees;
7.1.8 Authorize officers or agents of MBI to solicit and/or accept gifts or bequests on behalf of MBI;
7.1.9 Appoint or remove the Executive Director on such terms and conditions, including without limitation, terms relating to compensation and performance as the Board may deem advisable.
Article VIII: Meetings of the Board of Directors
8.1 Regular Meetings. There shall be at least four (4) regular meetings of the Board of Directors in each fiscal year on such dates and at such places as may be designated by the Board. A Board meeting shall be held immediately following the Annual Meeting of members to elect officers.
8.2 Special Meetings. The Board of Directors shall hold special meetings at the call of any two (2) of the Chair, Executive Director or other officer of the Board, or at the call of the Secretary alone upon the request of five (5) Directors, which request shall set forth the purpose of the meeting.
8.3 Notice. Notice of all meetings of the Board of Directors shall be sent by the Secretary or Executive Director to each Director at least seven (7) days before the date of the meeting. In the case of special meetings, the notice shall state the purpose(s) of the meeting; no business shall be transacted at such meeting that does not relate to the purposes(s) stated.
8.4 Waiver. Whenever notice is required to be given under the provisions of law or by these Bylaws, a written waiver signed by the persons entitled to said notice, whether before or after the time stated therein shall be deemed equivalent thereto. Attendance at any meeting by a Director shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the outset of such meeting to the failure to give proper notice.
8.5 Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present and voting at a duly called meeting of the Board when a quorum is present shall be the act of the Board of Directors except as may be provided by law or by these Bylaws. 8.6 Minutes. Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary, or in the absence of the Secretary, by an assistant or temporary secretary. Copies of records of such proceedings shall be made available on request within 30 days.
8.6 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken by a written consent setting forth the action so taken and signed by all members of the Board. Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors.
Article IX: Officers
9.1 Number, Terms and Qualifications. At the time of their election, all Elected Officers of MBI shall already be or shall concurrently be elected as members of the Board of Directors. The Elected Officers shall be the Chair, Vice Chair, Secretary, Treasurer, and such additional officers as the Board of Directors shall designate. Each of the Elected Officers shall serve for a term of two (2) years.
9.2 Vacancy. A vacancy in any Elected Officer may be filled by two-thirds vote of the Board of Directors at any time. The new officer’s term shall run until the next Annual Meeting.
9.3 Chair. The Chair shall preside at all meetings of the Board of Directors and of MBI and shall have the right to vote on all questions. The Chair shall be an ex officio voting member of all Board committees, except as otherwise provided in these Bylaws.
9.4 Vice Chair. There shall be at least one Vice Chair, who shall preside at meetings of the Board of Directors and of MBI in the absence of the Chair.
9.5 Secretary. The Secretary shall be the Clerk of the Corporation with custody of the seal of MBI and shall attest to and affix said seal to such documents as are required in the business of MBI, including, but not limited to deeds, bonds, mortgages, agreement contracts, abstracts of resolution, certificates, minutes, and bylaws issued pursuant to the authority of MBI. The Secretary also shall have custody of all records of MBI except such records as shall be kept by the Treasurer as herein provided. The Secretary shall give proper notice of all meetings of the Board Directors and of the members. Furthermore, the Secretary shall keep or cause to be kept record of the official policies of the organization and the minutes of all meetings, the Board of Directors, Executive Committee, and MBI-wide meetings of the members and shall distribute such minutes promptly within thirty (30) calendar days.
9.6 Treasurer. The Treasurer shall be responsible for carrying out the mandates of the Board of Directors in overseeing the financial resources of MBI, including, but not limited to, cash, securities, stocks and bonds owned by MBI. The Treasurer shall assure that all books and accounts of MBI are accurately kept and, furthermore, shall at least annually present to the Board a full and detailed financial statement. Such statement shall be available to any MBI member on request. The Treasurer shall monitor the investments of MBI including all funds and endowments.
9.7 Executive Director. The Executive Director of MBI shall be the Chief Executive Officer and the official adviser to and executive agent of the Board of Directors and its Executive Committee.
9.7.1 Subject to the approval of the Board of Directors, the Executive Director shall have the authority to manage and direct the operations of MBI, including the power to sign such papers as may be required by their office or as instructed by the Board of Directors, and the power to appoint and discharge the professional staff and all employees of MBI.
9.7.2 In this connection, the Executive Director shall manage the affairs and direct the work and employees of MBI, subject to, and in accordance with the instructions of the Board of Directors; shall be authorized to incur expenses in accordance with the approved budget or as otherwise instructed by the Board of Directors; shall make such reports and recommendations to Board of Directors and to the members of MBI at the Annual Meeting or at any special meeting concerning the work; and shall perform such other duties which are incident to the office of Executive Director.
9.7.3 The Executive Director shall be an ex officio, non-voting member of all Board committees except as otherwise provided in these Bylaws.
9.7.4 If the Executive Director is unable to perform the duties of the office for any reason, then the Board of Directors may appoint an interim Executive Director until the Executive Director is once again able to perform the duties of the office or until another Executive Director has been appointed.
Article X: Committees
10.1 Formation of Committees. The Board of Directors may from time to time establish or dissolve special or ad hoc committees for the discharge of particular duties.
10.2 Standing Board Committees. Standing Board Committee members shall be appointed annually. Members are appointed by the Chair with the advice and consent from the Board of Directors. Except as provided in these Bylaws, the Chair shall be an ex officio voting member and the Executive Director shall be an ex officio non-voting member of all Board committees, and each Board committee shall include at least two (2) additional Directors. Except where otherwise provided in this Article, additional members, including persons who are not on the Board of Directors, may be appointed to committees. Except where otherwise provided in these Bylaws, the chair of each Board committee shall be a Director.
10.3 Advisory Committee. The Board of Directors may appoint an advisory committee which shall act as non-voting members of the Board of Directors.
Article XI: Chapters
11.1 Organization. The Board of Directors shall provide for the organization and support of Chapters within the membership of MBI. The Chapters shall be responsible for carrying out at the local level the purposes of MBI as set forth in Article II of these Bylaws.
11.2 Chapter Organization. Each Chapter shall have its own Chapter structure charged with the management of chapter affairs and programs consistent with Article II of the Bylaws describing MBI’s mission and purpose.
11.3 Chapter Elections. As described in Section 5.1 of these Bylaws, two members of the MBI Board shall be Chapter Representatives. Chapter Representatives shall be elected according to the process outlined in Section 6.3 of these Bylaws.
11.4 Chapter Funds. Chapters may allocate Chapter funds as they deem necessary.
Article XII: Amendment of Bylaws
Amendments. These Bylaws may be amended by a two-thirds vote of the Board of Directors or by a vote at the Annual Meeting of Members or Special Meeting by the general membership. A Special Meeting may be called to amend the Bylaws by a petition of 10 percent of the members of MBI and submitted to the Secretary of MBI. The proposal shall then be voted on by the members according to the procedure described in Section 6.2 of these Bylaws.
Article XIII: Indemnification
MBI shall indemnify, each of its officers, Directors and members of Committees and any persons serving at its request as directors, officers, employees or other agents of another organization or in any capacity with respect to any employee benefit plan (each such person being referred to as an “Indemnified Person”) against all liabilities and expenses, including counsel fees and amounts reasonably paid in settlement, imposed upon or reasonably incurred by such Indemnified Person in connection with any action or proceeding, whether civil or criminal, to which they may be made a party or with which they may be involved by reason of such Indemnified Person’s having been an officer, Director, Committee member or other such person for MBI. However, no indemnification shall be provided for any person with respect to any matter to which they shall have been adjudicated in any action or proceeding, not to have acted in good faith in the reasonable belief that their action was in the best interests of MBI or of participants in an employee benefit plan. Such indemnification may include payment by MBI of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if (i) such person shall be finally adjudicated or determined by the Board of Directors not to have acted in good faith in the reasonable belief that their action was in the best interests of MBI or of participants in an employee benefit plan, or (ii) MBI has received a written opinion of legal counsel to the same effect. Such undertaking to repay may be accepted without reference to the financial ability of such Indemnified Person to make repayment. Any such indemnification may be provided although the person involved is no longer an officer, Director or Committee member of MBI, or director, officer or employee of another organization, or no longer serves with respect to such employee benefit plan. In the event of a settlement of an action or proceeding, the indemnification provided herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of MBI or participants in an employee benefit plan or when MBI has received a written opinion of legal counsel to the same effect. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled. The Board of Directors may authorize indemnification of persons who are not officers, Directors or Committee members or otherwise entitled to indemnification under this section.
Article XIV: Conflicts of Interest
14.1 Conflicts. Any director, officer or key employee who has an interest in a contractor other transaction presented to the Board or a committee thereof for authorization, approval or ratification shall make a prompt and full disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to MBI’s interest.
14.2 Conflicts of Interest Determination. The body to which such disclosure is made shall thereupon determine, by a vote of seventy-five percent (75%) of the voters entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not vote on such contract or transaction. The minutes of the meeting shall reflect the disclosure made, the vote there on, the abstention from voting and participation, and whether a quorum was present. Article XV: Discrimination Prohibited 15 Discrimination Prohibited. In administering its affairs, MBI shall not discriminate against any person on the basis of race, creed, color, national and ethnic origin, gender, sexual preference, marital status, age, or disability.
Article XVI: Dissolution
16.1 Dissolution. MBI may be dissolved by a vote of two-thirds of the members present at a duly called Meeting of Members. Upon dissolution of MBI, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, i.e. charitable, educational, religious or scientific, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government or to a state or local government for a public purpose. These Bylaws were adopted this 1st day of ______
Executive Director _____________________________________________