Bylaws

Estes Park Cycling Coalition (EPCC) By­Laws

Finalized and Ratified by EPCC Board of Directors January 6th, 2016

Article I: The Estes Park Cycling Coalition, Larimer and Boulder Counties Colorado

• Sec. 1 NAME: ​The name of the organization shall be Estes Park Cycling Coalition (EPCC), also dba (doing business as) BikeEstes.
• Sec. 2 TERRITORY: ​EPCC shall operate within the general geographic territory of Estes Park and surrounding Larimer and Boulder Counties, Colorado.

Article II: MISSION AND PURPOSE

• Sec. 1 MISSION: ​EPCC is a non­profit educational and advocacy association whose mission is to create, enhance and preserve great bicycling in and around Estes Park, and to create a bicycle friendly community through cycling awareness, safety advocacy and promotion of bicycling for fun, fitness and transportation. The EPCC seeks to preserve, protect, and promote bike access and diverse riding opportunities on Colorado’s public and private lands through education, communication, and unified action.
• Sec. 2 PURPOSE:
  〉Integrating bicycling with all other forms of transportation.
  〉 Clean air and water – sustainability as a 21st century imperative for all communities.
  〉 Supporting wellness and healthy lifestyles, and cultivating a cycling culture in Estes Park.
  〉 Promoting bicycling for fun – whether solo or with companions.
  〉 Ensuring the future of biking in and around Estes Park.
  〉 Promotion of responsible riding by maintaining and preserving biking routes and trails
  〉 Educating the public (cyclists and non­cyclists) about safe biking and providing information on promoting legal cycling routes and trails.
  〉 Encouraging youth involvement.
  〉 Advocating for community bicycling routes and trail networks with appropriate mapping and signage.
  〉Collaborating with other clubs, industry, shops, decision­makers and management groups.

Article III: MEMBERSHIP

• Sec. 1 PRIVILEGES AND RESPONSIBILITIES: M​embership may be established, from time to time, by EPCC and provide both voting and nonvoting privileges. Members shall support the mission and purpose of EPCC. Members may choose to not participate in or publicly support a particular action of EPCC without relinquishing membership privileges.
  Membership categories may include:
  • A. Supporting Members – shall consist of such organizations, agencies and
    individuals as are interested in furthering the purpose of EPCC. Supporting
    members are nonvoting members of EPCC.
  • B. Board Members – are EPCC voting members.
• Sec. 2 DUES. ​EPCC may, from time to time, establish annual dues for membership.
• Sec. 3 SERVICES TO NONMEMBERS. ​EPCC may charge additional fees to non­members for Organization events and merchandise, which fees may be more than those charged to members.

Article IV: BOARD MEMBERS:

• Sec. 1 DUTIES: ​EPCC Board will develop, and oversee the implementation of policies and program goals. Board responsibilities shall include:
  A. Formation and adoption of an annual advocacy platform, goals and objectives
  B. Approval of trails stewardship projects
  C. Planning and execution of events
  D. Recruitment and management of the election of board members (Election shall be by vote of the supporting members.)
  E. Approval of the annual budget and financial reporting
  F. Approval and modification of EPCC By­Laws
  G. Contractual authority
  H. Communication with Supporting Members regarding Coalition activities
  I. Facilitate meetings with Supporting Members
• Sec. 2 NUMBER AND QUALIFICATIONS: E​PCC board shall be made up of 5 members.
• Sec. 3 FIRST MEMBERS: ​The first board members or current board members shall be the organizing committee members duly elected at EPCC’s first meeting of interested supporters. (The two board members receiving the lowest number of votes during the 2015 election, shall serve one year terms ending in Dec. 2016.)
• Sec. 4 TERMS OF OFFICE: ​Terms of office will be 2 years, renewable for not more than 3 consecutive terms. Board member terms will be staggered so that two­fifths to three­fifths of Board members terms shall expire each year.
• Sec. 5 VACANCIES: ​Board vacancies shall be filled by action of the board from a list of nominees prepared by a Nominating Committee. The person or persons chosen shall hold office until such time as the unexpired term(s) caused by the vacancy are filled by election. The service of a Committee member filling an unexpired term of less than one year shall not count toward the maximum allowed consecutive years of service.
• Sec. 6 REMOVAL FOR CAUSE: A​ny member of the Board may be removed for cause by a two­thirds vote of the full Board taken at any Regular or Special meeting, provided the member in question has been given written notice that such action is to be considered at the meeting involved and only after the member in question has been given an opportunity to be heard. In addition, the unexcused absence of a board member from any two consecutive meetings, or any three meetings in any year, shall constitute grounds for removal from the board, which removal may be effected by the Chair in his/her discretion after due notice to the Member in question. Removal of a Board Member in accordance with the provisions of this section shall create a vacancy to be filled as provided in Section 5 of this Article.

Article V: OFFICERS

• Sec. 1 OFFICERS​. The principal officers of EPCC shall be: Chair, Vice­Chair, Secretary and Treasurer.
  A. CHAIR. ​The Chair shall be a voting member in good standing and shall be responsible for determining who presides at all meetings of the board. The Chair shall be the primary contact on behalf of the board. The Chair shall perform all duties incident to the office of Chair and other duties as may be prescribed by the Board from time to time.
  B. VICE­CHAIR. ​The Vice­Chair shall be a voting member in good standing and shall perform such duties as are assigned from time to time by the Board. In the absence of the Chair, the Vice­chair shall have all of the powers and perform all of the duties of the Chair.
  C. TREASURER. ​The Treasurer shall be a voting member in good standing and shall be responsible for:
  1. Serving as the fiscal manager for EPCC, accounting for, depositing, disbursing and acknowledging member dues and donations, grants, and other contributions.
  2. Prepare and submit EPCC financial performance reports to the Board and in general, perform all duties incident to the office of Treasurer, and other duties from time to time as may be assigned by the Chair or the board.
  D. SECRETARY. ​The Secretary shall be a voting member in good standing and shall perform such duties related to recording keeping, notification of meetings, recording meeting minutes and other such duties as assigned from time to time by the Board.
• Sec. 2 ELECTION OF OFFICERS. ​The board shall elect all Officers by simple majority.
• Sec. 3 TERM OF OFFICE. ​The term of office for all officers shall be two years. The Chair shall not serve for more than two consecutive terms. The Treasurer shall hold office for not more than three consecutive terms. Incumbent officers shall serve until their successors have been duly elected and installed.
• Sec. 4 REMOVAL FROM OFFICE.​Any officer may be removed for cause only after (1) being given a reasonable notice and an opportunity to be heard by the board and (2) by an affirmative vote of two­thirds of the entire board whenever, in their judgment, the best interests of EPCC will be served thereby.
• Sec. 5 VACANCY. ​The unexpired term of a vacancy in an office shall be filled by the Board from a list of nominees prepared by the Board Members that are not officers.

Article VI: MEETINGS

• Sec. 1 GENERAL MEETINGS. ​There shall be regular general meetings of the supporting members and Board. These meetings will provide an opportunity ​for the Board and supporting members to communicate priorities and direction for future club activities.
• Sec. 2 REGULAR MEETINGS. ​The Board shall meet in regular session by whatever means agreed to by the Board and no less than four times a year. The supporting members shall be notified of the time and place of the Regular Meetings and may attend, but will have limited opportunity to participate in discussion and decision making.
• Sec. 3 SPECIAL MEETINGS. ​Special meetings of the Board may be called by, or at the request of, the Chair or by request from the majority of the Board. The person or persons authorized to call special meetings of the Board may fix the time and place for such meetings.
• Sec. 4 NOTICE OF MEETINGS. ​Notice of any regular or special meeting shall be given at least 7 days prior by written notice delivered personally or sent by mail or electronic media to each Board Member at their address as shown on the records of EPCC. If by mail, such notice shall be deemed to be delivered when deposited in any United States mail depository in a sealed, addressed envelope with postage thereon prepaid. If notice is given by other means, it shall be deemed to be delivered when confirmation can be reasonably determined. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting. The business to be transacted at, and the purpose of, any special meeting of the Board shall be specified in the notice of such meeting.
• Sec. 5 QUORUM AND DECISION MAKING:. ​A majority of the Board must be present to conduct meetings and votes. Consensus is EPCC’s preferred decision­making method. When decisions require a vote, a simple majority of those board members present will determine the outcome. Voting can be conducted in person or any reasonable and verifiable method determined by the Board Chair. The acts of a majority of the Members present shall constitute the acts of the Board. Any Member who is excused before the meeting is adjourned may present to the recording secretary a written ballot designating their vote on a matter already introduced as business. If less than half of the board is present at a meeting of the Board, a majority of the members present may adjourn the meeting from time to time without further notice.

Article VII: COMMITTEES

• Sec. 1 ​The Board may determine from time to time to establish certain committees.
  Committees may include:
  A. EXECUTIVE COMMITTEE. ​An Executive Committee composed of the officers of EPCC. Duties of an Executive Committee shall be:
  1. Organize meeting agenda
  2. Prepare business plans
  3. Prepare contracts for Board approval
  B. NOMINATING COMMITTEE. ​A Nominating Committee consisting of at least five members: the make­up of which may be some current board members and at least one supporting member (that is not a current board member). The board shall appoint members of the Nominating Committee. The duties of the Committee shall be:
  1. To assess and identify specific skills and expertise needed for the Board.
  2. To solicit and recruit names of Board member nominees from the supporting membership and community at large.
  3. To nominate Board members candidates who agree to become members in good standing.
  4. To evaluate the performance of existing Board members and Officers and recommend actions to the Board.
  C. OTHER STANDING AND SPECIAL COMMITTEES. ​The Board may, from time to time, establish other standing and special committees, as it deems necessary, such as but not limited to a Budget and Finance Committee, Audit Committee, Fundraising Committee, and Programs Committee.
• Sec. 2 COMMITTEE CHAIRS AND MEMBERSHIP. ​The Chair and Vice­chair shall appoint chairs of all committees where not provided in these By­Laws, subject to the approval of the Board. At least two additional committee members shall be appointed, as needed, by each committee chair, with appointments also subject to approval by the Board.
• Sec. 3 QUORUM​. A majority of a committee’s membership shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the committee.
• Sec. 4 EX­OFFICIO MEMBERS. ​The Officers of the Board shall serve as ex­officio (non­voting) members of all committees except the Nominating Committee.

Article VIII: CONTRACTS, CHECKS, DEPOSITS, GIFTS

• Sec. 1 CONTRACTS. ​The Board shall authorize any officer or officers, agent or agents of EPCC to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, EPCC, and such authority may be general or confined to specific instances.
• Sec. 2 DEPOSITS. ​All funds shall be deposited promptly to the credit of EPCC in such federally insured banks, trust companies or other depositories as the Board may select.
• Sec. 3 GIFTS. ​Any officer may accept, on behalf of EPCC, any unconditional contributions, gifts, bequests or devises of cash or marketable securities for the general purposes, or for any special purpose, of EPCC. Conditional or restricted gifts, bequests or devises or gifts of other types of property shall first be approved by the Board before final acceptance.
• Sec. 4 DISBURSEMENTS. ​EPCC shall operate under a financial budget approved by the Board. The Treasurer is responsible for all disbursements; disbursements must be authorized in writing and checks signed by the treasurer. Any checks over the amount of $500 shall be signed by the treasurer AND either the Chair or the Vice­Chair.

Article IX: BOOKS AND RECORDS

• Sec. 1 BOOKS AND RECORDS. E​PCC shall keep correct and complete records of accounts, disbursements, minutes of the proceedings of meetings, program accomplishments, and volunteer stewardship project records.

Article X: DUALITY OF INTEREST

• Sec. 1 DUALITY OF INTEREST. ​Any member, officer, contract employee or committee member having an existing or potential interest in a contract or other transaction presented to the Board or a committee for deliberation, authorization, approval, or ratification, or any such person who reasonably believes such an interest exists in another such person, shall make a prompt, full, and frank disclosure of the interest to the Board or committee prior to its acting on such contract or transaction. The interested party shall disclose the nature and extent of the interest and any relevant and material facts, known to him or her, about the contract or transaction, which might reasonably be construed to be adverse to EPCC’s interests.
• Sec. 2 REFRAINING FROM ACTION. ​The body to which such disclosure is made shall determine, by majority vote of disinterested members, whether the disclosure shows that the non­voting and non­participation provisions below must be observed. If so, 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, and such person shall not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. If not, such person may participate normally in the discussions, deliberations and voting on the matter. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation and whether a quorum was
  present.
• Sec. 3 DEFINITION OF INTEREST. ​For the purposes of this Article, a person shall be deemed to have an “interest” in a contract or other transaction if such person is the party (or one of the parties) contracting or dealing with EPCC, or is a Director, trustee or officer of, or has a significant financial or influential interest in, the entity contracting or dealing with EPCC, or is otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved.

Article XI: DISSOLUTION

• Sec. 1 DISSOLUTION OF EPCC. ​The Board may by a two­thirds vote dissolve EPCC when it is satisfied that EPCC is inactive and that there is no reasonable hope of its immediate revival, or when it is satisfied that such action is in the best interests of EPCC.
  Upon dissolution all funds available in EPCC Bank Accounts shall be donated to the International Mountain Biking Association (IMBA) and all Bank Accounts will be closed within 30 days of the vote to dissolve.

Article XII: AMENDMENTS TO BYLAWS

• Sec. 1 AMENDMENTS TO BYLAWS​These Bylaws may be amended pursuant to the following procedures:
  A. An amendment may be proposed by the joint action of any three or more Board Members at any regular or special meeting of the Board.
  END.