Velo Atlanta By-Laws
Established 2022
ARTICLE I: Name
The name of the Organization shall be Velo Atlanta Cycling Club. Its principal place and geographical area of activity shall include but not be limited to the Atlanta, Georgia, and surrounding metropolitan areas as defined by the Georgia Department of Tourism.
ARTICLE II: Mission Statement
Velo Atlanta Cycling Club (Velo Atlanta), a non-profit organization, was founded in 2011 for the purpose of promotion and development of cycling for competition, sport, fitness, recreation, transportation, and safety education.
ARTICLE III: General Objectives
The objectives of Velo Atlanta are to
a. Promote interest in all aspects of cycling;
b. Promote competition on an individual and club level in the cycling race community. Provide reasonable club support in accordance with approved budget and board approval.
c. Encourage and facilitate recreational bicycling for all skill levels;
d. Increase the awareness of the need for a safe bicycling environment;
e. Promote the practice of safe bicycling techniques
f. Gather and publish for its members, information about cycling, cycle clubs and their activities and other information related to cycling in the form of a monthly media on the Velo Atlanta website.
Article IV: Intellectual Property
Any unauthorized usage of club intellectual property is subject to confiscation without compensation. Failure to comply may result in lifetime club ban and legal action.
All events, activities founded and executed by Velo Atlanta will remain the property of Velo Atlanta. Any attempt to create a new, EXTERNAL organization using Velo Atlanta intellectual property, property, assets, logos, marketing materials will result in a lifetime ban from Velo Atlanta and potential legal action.
Article V. Membership
Members. Membership must subscribe to the bylaws of this organization.
Section 1. Velo Atlanta shall have five (5) classes of membership which classes shall be designated as: Individual, Family, Associate, Honorary, and Corporate.
Section 2. New members must be sponsored by a club member who is in good standing and has been a member a minimum of one year.
Section 3. Velo Atlanta Cycling Club Members shall be defined as those persons who have remitted payment of annual membership fees, and complete at least five (5) Velo Atlanta-sanctioned rides in a calendar year (for Individual or Family memberships).
i) Individual memberships shall be defined as a person available to participate within the metropolitan Atlanta area (defined in Article I) and shall have full voting powers and have recognition as one (1) vote per membership.
ii) Family memberships shall be defined as married couples or single parents and their children 18 years of age and younger or children in college up to age 24 and shall have full voting powers and have recognition as one (1) vote for each adult.
iii) Associate memberships shall be defined as a person who cannot be a member as defined in Article II Section 2(a)(I), and who has remitted payment of annual membership fees. Associate members shall have no voting privileges
iv) Honorary memberships shall be defined as a person who has contributed through efforts supporting the goals of Velo Atlanta Cycling Club as determined by the Executive Board. An Honorary/Corporate member shall have no voting privileges.
v) Corporate memberships shall be defined as a business or corporation that has contributed significant financial support to further the goals of Velo Atlanta Cycling Club as determined by the Executive Board. Corporate member shall have no voting privileges.
Section 4. Termination of Membership. No membership shall be terminated or denied renewal except for cause as defined by the Board. Cause shall include
a) severe violation of the bylaws or policies established by Velo Atlanta
b) behavior deemed highly disruptive to Velo Atlanta.
In the case of immediate dismissal, the Board can have membership removed by a majority vote by the Board.
Terminated members shall
a) automatically forfeit any and all rights and interest in, or claim to, any property owned and managed by Velo Atlanta
b) forfeit all rights to use the name, logo, emblem, or other intellectual property of Velo Atlanta. All financial obligations incurred prior to the termination of membership are immediately due and payable to Velo Atlanta upon termination of membership.
c) shall be banned for life
Section 5. Member Rights and Duties.
All members have the right to:
a) Receive meeting notices,
b) Attend, participate, and vote in general meetings (individual and family members),
c) Make and second motions and present resolutions (individual and family members),
d) Submit nominations for officers
e) Vote in elections (individual and family members). All club votes require a quorum.
a. A quorum will consist of members present (proxy) at time of voting.
b. Members not present may vote IN ADVANCE via proxy by submitting vote to any club officer/board member via email. Said officer/board member is responsible for confirming receipt of member ballot.
c. Any member not in attendance will forfeit their voting rights FOR THAT MEETING/ELECTION unless the member has a CONFIRMED ballot submitted via proxy in advance of meeting/election.
f) A member may hold office after twelve (12) consecutive months of club membership
g) Participate in committees and to take part in the planning and undertakings of the group.
h) Participate in all club sanctioned rides and activities.
ARTICLE VI: Election of Officers
Officers will be voted in every two years. Nominations will be solicited from the floor of set membership meeting(s). Members must be nominated and be seconded for consideration of each elective office. Election requires a two-thirds majority vote of Velo Atlanta members who vote. If no candidate receives a majority of votes, a runoff of the top two (2) candidates will determine the election. Each officer shall be elected for a two (2) year term to run concurrent with the calendar year. No person shall be chosen or elected officer who has not been a member of Velo Atlanta for a period of twelve (12) consecutive months. He/She must be in good standing as a fully paid member. The nominee must be at least twenty-one (21) years of age on or about the date of their nomination. Officers/Board Members must complete minimum of 12 Velo Atlanta-sanctioned club rides within a calendar year. All rides must be recorded electronically through verifiable sources.
The board reserves the right to accept or reject all supporting documents to verify ride participation.
A majority vote from the board is required for ride verification.
An individual can become an officer if they participate in at least 50% of rides during a single season. Officers shall be installed at the first meeting following the election. Elections of Officers-Nominations of officers will be conducted via internet/e-mail rather than the floor.
ARTICLE VII: Fundraising
a) All fund-raising activities must be approved by the board and voted on by the body.
b) Approved fundraiser activities will be explicitly shared with membership at-large.
c) Membership is encouraged to actively participate in fundraising activities
d) Fundraisers that ARE NOT approved by the body shall be deemed inappropriate and subject to shut down by the Board. Any unapproved fund-raising activity is subject to disciplinary action by the Board and a possible lifetime ban from Velo Atlanta.
ARTICLE VIII: Elected Officers
Velo Atlanta shall be comprised of the following elected officers with the attendant responsibilities.
President: The President shall be the chief executive officer and shall preside at meetings with the right to vote. The President shall communicate such matters, suggestions, and recommendations to the members and to the Board of Directors as in President’s opinion tend to promote the welfare and increase the usefulness of the organization. The President is ultimately responsible for all activities Velo Atlanta collectively engages in. The President shall appoint all committees and shall act as an ex-officious member thereof, with the exception of the nominating committee. In the event an officer or director is unable to complete his or her term of office, the President shall be empowered to fill such vacancy for the remainder of the term by appointment, subject to ratification by the Board of Directors. He/she shall perform such other duties as are incident to the office of President or as may be prescribed by the Board of Directors. The President shall prepare and submit a proposed agenda of all general and Board of Directors meetings to the Recording Secretary within three days of the said meeting. The President shall be one of the signatories on checks issued in the Velo Atlanta account. No person shall act in President’s stands as signatories. Upon the President’s resignation, the Vice President shall assume office until the next election.
Vice President: The Vice President shall work in cooperation with the President and shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President may be delegated by the President to perform one or more of the duties of the President. The Vice President will serve on the board in a non-voting capacity except in the instance where their vote is required to break a tie vote. In the event of the resignation of the President during his term of office, the Vice President shall thereupon become President.
The Vice President shall arrange for special presentations at the general meetings. The Vice President shall serve on the Budget Committee. The Vice President shall be one of the signatories on all checks issued in Velo Atlanta account. No person shall act in Vice President’s stand as signatories. Elected member will perform his duties in accordance with the bylaws of Velo Atlanta. Upon the Vice President’s resignation, the Secretary shall assume office until the next election.
Secretary: The Secretary shall maintain the official record of the proceedings and actions of all meetings. The responsibilities shall include notices, agendas, sign - in sheets and material distributed. The Secretary shall prepare and read the minutes of each Velo Atlanta meeting and shall make minutes available upon written request by any member in good standing. He/She shall maintain custody of records and reports. The Secretary shall sign and incorporate all amendments into the bylaws and shall ensure that copies of the amended bylaws are on file in the office. The Secretary shall be responsible for reviewing, maintaining, and responding to all correspondence regarding Velo Atlanta. Elected member shall prepare media encouraging member participation, outreach, and recruitments. The Newsletter must contain a message from the President, list of Executive Board Members, all meeting dates, Club rides, and any other material deemed appropriate by the Executive Board. Elected member shall also be responsible for maintaining a current list of members, which shall be available at every meeting. The Secretary shall assume the Vice President’s duties in Vice President’s absence or resignation. It shall be a temporary appointment until the next general election. Secretary shall serve on the Budget Committee.
Treasurer: The Treasurer shall be responsible for the financial records of Velo Atlanta. The Treasurer shall keep an account of all moneys received and expended for the use of Velo Atlanta and shall make disbursements for Velo Atlanta. The Treasurer shall maintain the necessary banking accounts and records, and shall provide monthly reports on Velo Atlanta’s financial activity at a monthly meeting to the Board of Directors and Velo Atlanta Members. The treasurer shall be responsible for the filing of all appropriate tax reports. The treasurer shall have a designated backup that will fulfill the responsibilities of the treasurer in circumstances that the current treasurer is unable to do so. These officers will comprise the Executive board. Any two office positions may be held by one person. In that case, He/she will have only one vote on the Executive board. The Executive board shall be responsible for creating an annual budget against which the club’s expenditures can be measured. The Treasurer shall be one of the signatories on all checks issued in Velo Atlanta account. No person shall act in Treasurer’s stand as signatories. The Treasurer shall chair the Budget Committee.
The Treasurer will publish a monthly financial statement to the Officers and Board.
Termination/Removal from Office
If officers miss 6 rides out of the riding season, then the officer may be dismissed from office when deemed necessary by the Board. A member or officer can be dismissed from the club if behavior is extreme by two-thirds votes of the Board of Directors. If officer has an acceptable reason for missing rides, then allowances will be made.
If any elected officer chooses to forfeit their position, the officers exercise the right to approve the replacement.
If any elected board member chooses to forfeit their position, the board exercises the right to approve the replacement, giving priority to a founding club member.
ARTICLE IX: Authority and Obligations
Only the elected Officers or persons authorized by the Executive Board to act on behalf of Velo Atlanta shall incur any indebtedness or obligations in the name of the club. No elected officer or authorized person shall incur any indebtedness above $250.00 without the approval of the majority of the Executive Board and Officers. No elected officer or authorized person shall incur any indebtedness above $1000.00 without the approval of the majority of members at a regularly scheduled meeting.
ARTICLE X: Bylaw Revision
Any change to the bylaws will require a four-fifths majority of voting members present at the General Membership meeting. BYLAW changes will not allow proxy voting; members must be present.
All board votes require that a quorum is present in person, or by allowable proxy method (except where specifically stated where proxy is not allowed) to be approved by the board. All votes require a majority of the vote unless specifically stated otherwise in the bylaws.
ARTICLE XI: Board of Directors
Board Positions:
Membership Chair: Oversee activities regarding attracting and retaining Velo Atlanta members. Maintains membership database and is responsible for ensuring all dues collected and reported. Ensures members receive entitled benefits and coordinates club communications.
By-Laws Chair: Overseeing review, distribution of by-laws for review and approval.
Technology and Social Media Chair: Oversees activities to ensure technologies used are current, relevant and working as designed.
Ride/Events Coordinator Chair: Oversee all group ride activities and participation in group events
Elections Coordination and Oversight Chair: Overseeing and maintaining the process to elect officers and board members.
Community Outreach Chair: Networks with other cycling clubs groups and is point of contact between groups. This role includes fundraising.
Marketing (including Social Media) Chair: Oversee activities for messaging the brand and maintains social media outlets (Telegram, Facebook, twitter, website content).
Board members are encouraged to assist other committees as objectives and bandwidth align.
Member at Large: The Club will reserve a position on the board for an active founding member of the Velo Atlanta Club. This seat is NOT subject to review by the board. The Founding members shall solely decide on the member to hold this seat for the current term. The founding club members reserve the right to leave the seat vacant for any existing administrative Club year. At this point the board may choose to leave vacant or allocate as a board member at large. This position is renewed each election cycle, and any prior at large allocation is sunset upon founding member request for an upcoming term.
Section 2. General Powers
1. The business and affairs of the Club shall be managed by the Board of Directors.
2. The Board of Directors shall have the power to settle questions of interpretation of the By-Laws as they may arise.
3. The Board of Directors shall have power to approve/disapprove Velo Atlanta expenditures/expenses/reimbursements of $250 or more.
4. All fund-raising activities must be approved by the board and voted on by the body.
5. Any unauthorized usage of club intellectual property is subject to confiscation without compensation. Failure to comply may result in legal action.
6. All officers’ activities are subject to review and approval by the board.
Section 3. Qualifications, Numbers and Term
1. Officers and Board Members shall be members in good standing of the Club.
2. Officers and Board Members are subject to the Membership requirements [refer to “Membership Requirements]
3. There shall be eight (8) Board Members. This includes six members and the Member-At-Large officer.
4. The term of all Officers shall be two years from the date of election.
5. The term of all Board Members shall be one year from the date of election.
Section 4. Nomination and Election of Board Members
1. Prior to October of each year, the President shall appoint a Nominating Committee consisting of 3 to 5 members. No Board Member who is standing for re-election shall serve on the Nominating Committee. The President shall serve as an advisor to the Nominating Committee. It shall be the duty of the members of the Nominating Committee to propose a slate of Board Members for the following year.
2. The candidates for the Board shall be submitted by the membership to the Nominating Committee. The Nominating Committee will select the top three nominees for each position. Nominations will close at those times and cannot be reopened, except upon an affirmative vote of the majority of the Board.
3. At the annual membership meeting, the members shall elect six (6) individuals to the Board.
4. The persons receiving the highest number of votes cast shall be elected.
Section 5. Vacancies
1. Removal of Board Member. A majority of the Board or ten percent (10%) of the membership by petition or by vote at a meeting may demand a recall election of any Officer.
2. Resignation. Any Director may resign by giving written notice to the President or the Secretary. The resignation will be effective at the time specified in the written notice.
3. Vacancies. Vacancies in the Officers and Board Members shall be filled by a vote of the remaining members of the Officers and Board Members, respectively, as soon as practicable after the vacancy occurs.
Section 6. Duties
The Officers and Board Oversees enforcement of mission, oversee activities, spending
Section 7. Attendance
1. If a Board Member has more than three notified absences from Board meetings in their elected year, the President will promptly contact the member to discuss the problem.
2. If a Board Member has more than three un-notified absences from Board Meetings in their elected year, the Board will decide what actions to take regarding the board member’s future membership on the Board.
Section 8. Meetings
i. Meetings of the Officers and/or Board shall be held on a regular basis, at such times and such places as a majority of the Officers and/or Board Members may from time to time determine.
ii. Special meetings of the Officers and/or Board for any purpose may be called at any time by the President, Vice President, the Secretary, or any two Board Members with a minimum of 48 hours’ notice.
Article XII. Dissolution
Section 1. Overview
i. The Club may be dissolved by the majority vote of the active founding members. Any funds existing at the time of dissolution shall not become the property of any member or members but shall be devoted to furthering the objects defined in Clause 2.
Section 2. Disposal of Assets
Upon dissolution of the corporation the Board Members shall, after paying all debts, dispose of the assets of the organization. Assets shall be distributed to other organizations that have the purpose of promoting bicycle access, safety or education.