Redlands Water Bottle Transit Company (RWBTC)
A California Unincorporated Association
Article I Name of Association
The name of this unincorporated association is Redlands Water Bottle Transit Company (RWBTC).
Article II Purpose of the Association
The Association’s primary purpose is to promote bicycling with courtesy & safety on and off the road as a means of recreation, health and sport in the Redlands area. The Association shall be organized and operated exclusively for social welfare purposes. Subject to the limitations set forth in the Articles of Association, the purposes of this Association shall be to engage in any lawful activity, none of which is for profit, for which associations may be organized under Section 501(c)4 of the Internal Revenue Code (or its corresponding future provision)
Article III Membership
Section 3.01 Eligibility
Any person who supports the above purposes, and signs the League of American Bicyclists Release and Waiver of Liability, Assumption of Risk, and Indemnity and Parental Consent Agreement is eligible for membership.
Section 3.02
The Association shall have three categories of membership:
(1) Single membership: for any one person
(2) Family membership: for two or more people residing at the same address.
(3) Sponsor membership: for people donating to the Association in addition to their dues.
Section 3.03 Dues
All membership dues are due & payable in January, in such amounts that shall be determined from time to time by resolution of the Board of Directors. New members joining February – October will not have their dues pro-rated, i.e. they will pay the full annual dues amount. New members joining November or December will pay the full annual dues amount which will cover the remainder of that yearandthe entire next year. Dues paid to the Association become the property of the Association and any severable or individual interest of any members terminates upon such payment.
Section 3.04 Membership Term
The membership year shall be January 1 – December 31. Membership shall automatically terminate for nonpayment of dues by February 15, terminating all rights and privileges in the Association.
Article IV Meetings of Members
Section 4.01 Place
Meetings of members shall be held at a place to be designated from time to time by the Board of Directors.
Section 4.02 Regular Meetings
Members shall meet regularly as determined by the Board of Directors. Officers shall be elected as prescribed in Articles V and VI of these Bylaws at the annual meeting held in November of each year.
Section 4.03 Special Meetings
Special meetings of members shall be called by the President, Secretary, any two(2) Directors of the Association, or not less than 10% of the voting members of the Association, to be held at such times and places within the State of California as may be ordered by resolution of the Board of Directors.
Section 4.04 Quorum
Seven (7) members in good standing shall constitute a quorum.
Article V Board of Directors
Section 5.01 Qualifications
All current Officers and the immediate Past-President of this Association will be Directors for their term of office, and collectively will be the Board of Directors.
Section 5.02 Duties
It shall be the duty of the Board of Directors to supervise all officers & agents of this Association to assure that their duties are properly performed.
Section 5.03 Meetings
The Board of Directors shall meet from time to time as requested by the President, or any 2 Officers. Any issues voted upon will be decided by simple majority vote. A quorum will be 3 Directors.
Section 5.04 Compensation and Expenses
Directors will serve without compensation, other than be reimbursed for expenses related to Board service, upon the approval of the Board of Directors.
Article VI Officers
Section 6.01 Election
Any member of the Association is eligible to be an Officer. The Officers shall be elected by members at the annual November meeting. The Officers elected shall be: President, Vice President - Membership, Secretary, Treasurer, Ride Director, Programs Director, Webmaster & Newsletter Editor. The immediate Past President shall also serve on the Board of Directors after relinquishing the office of President. Nominations will be submitted from the floor. Voting will be by show of hands (unless secret ballot is requested by any member or Officer). Winner must receive a majority of votes cast. If there are 3 or more candidates, and one does not receive a majority, the person receiving the lowest number of votes will be dropped from each succeeding vote until one receives a majority. One person can hold more than one office if needed.
Section 6.02 Term of Office
All Officers shall serve a term of one year, or until their successor assumes the duties of office, whichever is later.
Section 6.03 Members of the Board of Directors
The immediate Past-President and all current Officers shall be voting members of the Board of Directors.
Section 6.04 Duties
(1) President: The President shall be the chief executive officer of the Association and shall supervise and control the affairs of the Association.The president shall perform all duties incident to his office and such other duties as may be required by law, or which may be assigned from time to time by the Board of Directors. He/she will preside over the regular member meetings using Robert’s Rules of Order.
(2) Vice President - Membership: The Vice President – Membership shall receive applications for membership, issue membership cards, maintain membership roster and records. In the absence of the President the vice-president shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President.
(3) Secretary: Shall keep, or cause to be kept, a book of minutes of all meetings and actions of the Directors, and members with the time and place of holding the regular or special meetings, and if special how authorized, the notice given, the names of those present at such meetings and the number of members present or represented at members’ meetings and the agendas of such meetings. Shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the Bylaws.
(4) Treasurer: Shall be the chief financial officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities , receipts, & disbursements. The books of account shall be open to inspection by any member at all reasonable times. The treasurer shall render to the President, Directors, or members, upon request, an account of all transactions and of the financial position of the Association. The treasurer shall deposit all monies and all valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. Checks of the Association must be signed by 2 Officers: always the Treasurer, plus President, V.P. – Membership, or Secretary. The Treasurer shall have other powers and duties as may be directed by the Board of Directors or by the membership.
(5)Ride Director: Shall be in charge of developing rides, and the preparation of ride schedules.
(6)Programs Director: Shall be responsible for providing programs at the membership meetings as well as for special events that may occur from time to time, such as Christmas dinner/party, summer picnic/swap meet, pizza parties, etc.
(7)Webmaster: At the direction of the Board of Directors, responsible for ensuring that the club’s website is current and working properly.
(8)Newsletter Editor: Will publish, or cause to be published, a regular newsletter for distribution to all members, and such other persons or organizations as may be directed by the Board of Directors. The newsletter will show the ride schedules and other club activities and functions, and may publish the minutes of recent meetings. The newsletter content shall be determined and approved by the Editor from all items solicited for publications, when determined by the Editor to be of interest to the membership.
Section 6.05 - Succession of Officers
In the event of an officer’s death, resignation, disability or disqualification, other than the President’s, the Board of Directors shall appoint a successor, who shall serve the uncompleted term of the officer being replaced. The President shall automatically be succeeded by the Vice President - Membership.
Article VII Books, Records and Reports
Section 7.01 Minutes of Meetings
File copy to be signed by Secretary, and President or Vice-President – Membership after review for completeness and accuracy.
Section 7.02 Funds
All monies paid to the Association shall be placed in the general operating fund, with sub-accounts for sources of income and types of disbursements.
Section 7.03 Disbursements
Each disbursement shall be made by check signed by two (2) Officers: always the Treasurer; .plus either the President, Vice President – Membership, or Secretary.
Section 7.04 Accounting Year
The accounting year for the Association shall end on December 31.
Section 7.05 Bonding
The Officers and other such persons as the Board may designate may be bonded by a fidelity bond in an amount set by the Board of Directors and paid by the Association.
Section 7.06 Budget
As soon as possible after election of Officers, the Officers shall compile a budget of estimated income and expenses for the coming accounting year, and set priorities for that year’s Association activities.
Section 7.07 Annual Report to Members
Not later than 120 days after the close of the accounting year on December 31, the Association shall prepare an annual financial report containing a balance sheet, and an income statement for the year. The Treasurer shall present this report and the new year’s budget to a regular meeting of the membership as soon as available.
Section 7.08 Inspection by Directors
Every Director has a right at any reasonable time to inspect all books, records and documents of any kind and the physical properties of the Association.
Article VIII Indemnification
The Association shall indemnify its Officers to the fullest extent allowed by California law.
Article IX Principal Office
The principal office of the Association shall be located at the residence of its duly elected President, or at such other place that may be designated by the Board of Directors.
Article X Web-site
The Association’s web-site is RWBTC.org
Article XI Amendments
These Bylaws may be amended by a majority vote of the members at any regular or special meeting, provided notice for the members includes the proposals for amendments. Any proposed amendment shall be submitted to the membership, in the Association’s newsletter, at least thirty days before the meeting at which they are to be acted upon.
ADOPTION
We, the undersigned current members of the Association hereby consent to and adopt by unanimous vote at a regular meeting the foregoing bylaws, consisting of five (5) pages, as the Bylaws of said Association.
| Date | Name | Signature |
| 1/8/2007 | Jim BADEN | |
| Mark BENSON | ||
| Ken DECROO | ||
| Tammy DECROO | ||
| Diana MORNINGSTAR | ||
| Larry OTT | ||
| Robert RENTSCHLER | ||
| Patricia RUSSELL | ||
| Wayne THOMAS |