The Bike Project of Urbana-Champaign (TBP) is a fiscally sponsored non-profit 501(c)(3) organization under the Urbana-Champaign Independent Media Center. Read the bylaws that govern our organization below.
Last updated on xx/xx/xx/
Article I – Purposes
The Bike Project of Urbana-Champaign (hereinafter referred to as “The Bike Project”, as the ”Organization”, or simply “We”) is formed for the purposes set forth in this document.
MISSION:
The Bike Project is a non-profit, charitable organization of bicycle users whose mission is to educate and empower the community by providing a welcoming space to learn about bicycle repair, engage in maintenance practices, and promote safe operation through outreach and advocacy activities.
VALUES:
· We provide bicycle-related tools, materials, and knowledge to members regardless of their race, color, national origin, spiritual belief, age, gender, sexual orientation, and physical ability.
· We promote the bicycle as an appropriate and a viable means of transportation for all ages.
· We recognize bicycling as a means to increase community spirit and quality of life.
We acknowledge the potential for the informed bicycle commuter to transform the individual and the community.
· We advocate environmental preservation and conservation by encouraging the use of the bicycle as a sustainable form of transportation and recreation.
· We strive to increase bicycling as a form of recognized transportation. In addition we encourage use of public transit and pedestrian modes of transportation.
· We embrace the diversity of people through cycling as well as encourage partnership among the different local cycling populations.
· We work with community partners and sponsors to provide bicycles and bicycle safety products to limited-income individuals and children at reduced cost.
· We commit to providing long-term programming to further the above values.
The Organization may achieve these purposes through all lawful acts consistent with applicable Illinois law. The name of the Organization, or the names of any of its Steering Committee members, shall not be used for any purpose not related to the policies of the Organization, as determined by the Steering Committee. The Organization shall be non-commercial, non-sectarian, and non-partisan.
Article II – Members
The Organization shall have an unlimited number of members. Members are those who have paid dues to or completed work equity membership duties for the Organization as set out by the Steering Committee (hereafter SC). The SC may review and adjust the dues structure and work equity membership programs annually. The Organization shall not discriminate on accepting members. Anyone may join the Organization. Membership in the Organization shall not be assignable.
Member Voting: Members have voting rights when in attendance at meetings where Organization business is being considered.
Member Rights: Membership provides access to facilities, tools, and some consumables. Members also receive discounts on used and new items as determined by SC.
Member Responsibilities: Members are expected to be considerate in use of shared resources. Basic member responsibilities below:
· If you take it out, put it back.
· If you don’t know how to use a tool, ask someone or read a shop manual.
· Report broken tools, don’t just hang it back up.
· Act in a safe and responsible manner.
· Failure to observe member responsibilities may result in a member being reprimanded or terminated.
Membership may be terminated for non-compliance with the provisions of the By-Laws, rules and regulations promulgated by the Organization, and/or conduct detrimental to the best interests of the Organization. A vote to terminate membership may be held at either a scheduled SC Meeting or at a Special Meeting called for that purpose. A two-thirds super majority vote of the SC and other eligible voting members present at the meeting will be required for termination of membership. The SC shall provide written or electronic (email) notice to a member who has been terminated. The SC shall not be required to refund any dues paid by a member so terminated.
A person whose membership has been terminated may request reinstatement in writing to the Steering Committee. The Steering Committee can decide by majority vote if the terminated member should be reinstated, and may require a formal hearing prior to the reinstatement vote. The reinstatement vote shall be held at a scheduled Steering Committee meeting and members in good standing are also eligible to vote.
Article III – Volunteers and Volunteer Staff
The Organization may recognize certain “Members” as “Volunteers” or “Volunteer Staff”. Volunteers are Members that have dedicated time and effort to the Purposes of the Organization, beyond the paying of annual dues. The SC may choose to recognize Volunteers with special privileges or discounts based on hours worked or organizational tasks assigned. Minimum requirements for volunteer special privileges can be set by the Steering Committee or delegated to a sub-committee.
Article IV – Steering Committee
Section 1. Powers and Number. The Steering Committee shall have the general power to control and manage the affairs and property of the Organization in accordance with the policies set forth in Article I. The number of SC Members (AKA Directors) constituting the entire Steering Committee shall consist of no more than sixteen (16) and no fewer than six (6) SC Members. Each SC Member shall be at least eighteen years of age.
Section 2. Election and Term of office. Upon startup (initial adoption of these bylaws), the SC Members shall have terms lasting until the next annual meeting and general election of SC Members (expected to be one year hence). Thereafter, the SC Members will hold office for two-year or one-year terms, with half the SC positions staggered (½ one year terms, ½ two years terms) to prevent 100% turnover. SC Members shall be elected at the annual meeting of the SC by a vote of a majority of the entire SC and members in good standing in attendance at the meeting. Each SC Member so elected shall continue in office until the end of his or her term, resignation, removal, or death. Re-election shall only be upon a showing that each SC Member has met the duties and SC responsibilities in an exemplary manner.
Section 3. Nominations. The SC shall consider potential nominees each year proposed by members of the SC, the Organization’s staff, and the members of the Organization in good standing. The SC may elect or re-elect some, all, or none of the nominees at the annual meeting of the SC.
Section 4. Removal. Any SC Member may be removed at any time for cause by a super majority vote of two thirds (2/3) of the entire SC at any regular meeting, or at any special meeting of the SC called for that purpose, provided that at least seven days notice of the proposed action shall have been given to the entire SC. Members in good standing are also eligible to vote on matters of Steering Committee Member removal.
Section 5. Resignation. Any SC Member may resign from the SC at any time. Such resignation shall be made in writing or orally to the Manager, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the manager. No resignation shall discharge any accrued obligation or duty of a SC Member. It is requested that at least one month notice be given by a resigning SC Member so that duties can be handed off and a new SC Member can be identified if necessary.
Section 6. Vacancies and Newly Created Directorships. Any newly created SC Member positions and any vacancies on the Steering Committee arising at any time and from any cause may be filled at any meeting of the SC by a vote of the majority of the SC Members then in office, regardless of their number. A SC Member elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Newly created SC Member positions will be assigned staggered terms of one and two year terms as appropriate to maintain approximately 1/2 of the Board of Directors terms expiring in any one year.
Section 7. Meetings. Meetings of the SC may be held at any place within the Urbana-Champaign metropolitan area as the SC may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. Other regular meetings of the SC shall be held no less than six times during the year. The SC shall determine the number of regular meetings for the upcoming year at the annual meeting. Special meetings of the SC shall be held whenever called by the Manager or by a majority of the Steering Committee.
Section 8. Annual Meeting. The annual meeting of the SC shall be held at a time and place fixed by the SC but this meeting must take place in October, November, or December. For this meeting only, a SC Member must be physically present to vote. The Annual Meeting shall be held for the purposes of electing SC Members and officers, appointing Committee chairs, approving an annual budget, scheduling regular meetings of the Steering Committee, and for the transaction of such other business as may come before the meeting.
Section 9. Notice of Meetings. Notice of the time and place of each regular, special or annual meeting of the SC, together with a written agenda stating all matters upon which action is proposed to be taken shall be sent by email, facsimile, or postal mail to each SC Member at his or her residence or usual place of business or at such other address as he or she designates, at least seven days before the day on which the meeting is to be held. Notice of special meetings to discuss matters requiring prompt action may be given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held, unless a longer period of notice is required for a meeting on a topic addressed elsewhere in these by-laws. Engagement of membership will be encouraged by listing the time and place of the regular meetings and the Annual Meeting on the Organization website, supplemented by periodic distribution email notices.
Section 10. Definition of “Meeting.” The Steering Committee of the Organization live and work across the Urbana-Champaign area. Physically gathering at the same location at the same time can be difficult. Thus, a meeting is defined as any tele-conference, web-meeting, or physical gathering of directors, or combination thereof, of which proper notification (as defined above has been provided), and in which the Manager and 50% of the entire SC participate. The exception, per above, is the annual meeting.
Section 11. Quorum and Voting. Unless a greater proportion is required by law, 50 % of the entire SC shall constitute a quorum for the transaction of business or of any specified item of business, other than the removal of a SC Member, member, or employee of the Organization. Quorum can be broken by SC members leaving the meeting and causing a count of less than 50% of the SC members to be present. The SC shall attempt to resolve questions by consensus. Where a vote is required, SC Members are encouraged to participate in person but it is permissible to attend and vote via telephone when unusual circumstances prevent attending in person. For items determined to be routine ministerial or administrative matters by the Manager which require action before the next scheduled regular SC meeting, official votes may be taken via facsimile or email provided that a record of facsimile and or email votes is kept documenting the votes. To encourage membership and volunteer participation, members in good standing that are physically in attendance at meetings will be allowed to vote on issues before the SC. In the occasion that the vote is being artificially or improperly influenced, the SC reserves the right to limit voting to the SC members by a 2/3 super majority vote by attending Steering Committee members.
Section 12. Duties and Responsibilities for Steering Committee Members. Steering Committee Members shall be responsible for promoting the purposes of the Organization set forth in Article I. SC Members shall assist in raising funds for the Organization, and shall be actively involved in fulfilling such duties and responsibilities as are determined from time to time by a majority vote of the Steering Committee. SC Members shall be members in good standing of the Organization.
Section 13. Sub-Committees. The Steering Committee, by vote of a majority of the entire SC, may establish and appoint a Nominating Committee, and any other standing committees which it deems appropriate. The Manager shall appoint the Chairperson of each existing committee at the annual meeting for a period of one year. The Manager shall appoint the Chairperson of any newly created committee at the time it is established. The Manager may remove the Chairperson of any Committee at any time. Each Committee so appointed shall consist of one or more SC Members and shall have the authority delegated to it by vote of the SC, except that committees shall not be granted authority to the following matters:
1. the filling of vacancies on the Steering Committee;
2. the amendment or repeal of the by-laws or the adoption of new by-laws;
3. the amendment or repeal of any resolution or vote of the Steering Committee.
The Manager, with the consent of the SC, may appoint special committees, which shall have only the powers specifically delegated to them by the SC. The Chairperson of each Committee may invite members of the Organization to serve on that Committee for one year.
Section 14. Compensation. SC Members shall not receive any salary or compensation for their services as directors but may receive reimbursement for expenses incurred on behalf of the Organization. SC Members are recognized as volunteers for the organization, and will be recognized with organizational privileges reserved for volunteers. In exception, the Manager may be compensated as determined by a majority vote. The acting Manager must abstain from votes concerning the compensation of the Manager position.
Article V- Officers, Employees and Agents
Section 1. Officers. The Officers of the Organization shall be a Manager, Vice-Manager, Secretary, and Treasurer. Officers shall be members of the Steering Committee. One person may hold more than one office in the Organization except that no one person may hold the offices of Manager and Secretary. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity. The Steering Committee shall have the authority to elect and define additional officers as it deems necessary.
Section 2. Election, Term of office and Removal. At the annual meeting of the Steering Committee, the Nominating Committee shall submit to the Board of Directors names of potential officers for election or re-election. The officers of the Organization shall be elected for one-year terms at the annual meeting of the Steering Committee. Both Steering Committee Members and general members in good standing present at the meeting shall participate in the election. Officers may be re-elected to any number of consecutive terms. Each officer shall assume his or her office immediately after the election, and continue in office until his or her successor shall have been elected and qualified, or his or her death, resignation, or removal.
Section 3. Other Employees and Agents. The Steering Committee may from time to time appoint employees and agents, as it deems necessary. Each will serve at the pleasure of the Steering Committee and shall have such authority and perform such duties as the SC may determine. No such employee or agent shall be a Steering Committee Member of the Organization, with the exception of the Manager.
Section 4. Removal. Any officer, employee or agent of the Organization may be removed with cause by a super majority vote of two-thirds of the entire Steering Committee.
Section 5. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be appointed by the Manager. Any officer so appointed shall serve until they or their successor shall have been elected and qualified at the next regularly scheduled election. In case a vacancy occurs in the office of the Manager, the Vice Manager shall fill the office of the Manager until an election can be held at the next regular meeting of the Steering Committee.
Section 6. Manager: Powers and Duties. The Manager shall give notice of, and preside at, all meetings of the Steering Committee. The Manager shall give general supervision over the affairs of the Organization, and shall keep the Steering Committee fully informed about the activities of the Organization. He or she shall have the power to sign and execute in the name of the Organization all contracts authorized either generally or specifically by the SC. The Manager may delegate this authority to other officers or the paid staff with the permission of the SC. The Manager shall also have such other powers and perform such other duties as the Steering Committee may prescribe.
Section 7. Vice Manager: Powers and Duties. The Vice Manager shall act as aide to the Manager and have such other powers and perform such other duties as the SC may from time to time prescribe. In the absence or inability of the Manager to act, a Vice Manager selected by vote of the SC shall perform the duties of the Manager. In the event that the Manager is unable to attend a SC Meeting, the Vice Manager has power to preside.
Section 8. Secretary: Powers and Duties. The Secretary shall keep the minutes of the regular and annual meetings of the Steering Committee Meeting and perform such other duties as the Board may prescribe. If the Secretary is unable to attend a SC Meeting, the taking of meeting notes may be delegated by the Manager to another member in attendance at the meeting.
Section 9. Treasurer: Powers and Duties. The Treasurer shall have general oversight over the Organization’s finances, income, and expenses. Due to a 501.c.3 and bookkeeping relationship with the Urbana-Champaign Independent Media Center, the Organization does not need to perform independent audits or create financial reports.
Some of the Treasurer’s duties are:
* Maintain a key to access the cash box located in The Bike Project shop at the IMC. The Treasurer has the authority to make copies of the cash box key and provide them to paid and volunteer staffers that need them to operate the shop and make change. Cash box keys shall have a limited, documented, and controlled distribution.
* The Treasurer has primary responsibility for counting up and depositing cash box funds with the UC-IMC Bookkeeper.
* The Treasurer has the responsibility of making sure that sales revenues are documented and Illinois state sales tax is paid in a timely fashion.
* The Treasurer also has the responsibility of staying abreast of the level of Organization funds available as reported by the UC-IMC Bookkeeper. As necessary the level of funds will be reported at Steering Committee Meetings. Available funds, total expenses, and total incomes for the previous year are a required reporting item at the Annual Meeting.
Section 10. Delegation of Powers. To the full extent allowed by law, the Steering Committee may delegate to any employee or agent any powers possessed by the Steering Committee and may prescribe their respective title, terms of office, authorities and duties. The Manager may delegate to the staff the power to sign and execute alone in the name of the Organization all contracts authorized generally or specifically by the SC, unless the SC shall specifically require an additional signature.
Section 11. Compensation. The staff and other employees or agents of the Organization may receive a reasonable salary or other reasonable compensation for services rendered to the Organization when authorized by a majority vote of the Steering Committee.
Article VI – Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Organization may adopt.
Article VII – Contracts, Checks, Bank Accounts And Investments
Section 1. Checks, Notes and Contracts. The Steering Committee is authorized to select the Banks or depositories it deems proper for the funds of the Organization. The Steering Committee shall determine who shall be authorized in the Organization’s behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of other documents and instruments.
The Organization’s funds are currently held by the Urbana-Champaign Independent Media Center (UC-IMC). Checks and payments are made by the IMC Bookkeeper at the request of the Steering Committee, Manager, or designated delegates.
Section 2. Investments. The funds of the Organization may be retained in whole or in part in cash or be invested and reinvested as the Steering Committee may deem desirable. Investments of the Organization’s funds by the UC-IMC shall be directed or approved by the Steering Committee.
Article VIII – Office And Books
Section 1. Office. The principal office of the Organization shall be located in Champaign County, Illinois.
Section 2. Books. There shall be kept at the principal office of the Organization correct and complete books of account of the activities and transactions of the Organization. Online and accessible via the Organization’s ‘wiki’ website are a copy of these by-laws, and all minutes of meetings of the Steering Committee; and a current list or record containing the names and contact information of all steering committee members and officers of the Organization.
Article IX – Fiscal Year
The fiscal year of the Organization shall commence January 1st and end December 31st. This is the same period used by the UC-IMC, which is the fiscally sponsoring organization and book keeper of The Bike Project.
Article X – Corporate Seal
The seal of the Organization shall contain the words “The Bike Project of Urbana-Champaign” or similar expression of a design approved by the Steering Committee.
Article XI – Indemnification
The Organization may to the fullest extent now or hereafter permitted by and in accordance with the applicable laws of Illinois, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Organization, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The Organization is authorized to purchase and maintain insurance for the indemnification of itself and its and directors and officers.
Article XII – Amendments
Adoption of this set of By-laws completely supersedes all prior By-laws and Amendments. These by-laws may be amended or repealed at any meeting of the Steering Committee by a vote of two-thirds of those eligible to vote. All proposed changes in the bylaws, including an explanation of such changes, must be presented in writing to the membership of the organization at the SC meeting previous to the SC meeting at which voting to change the laws is held, with a meeting interval of at least twenty-five (25) days. Proponents of bylaw changes should, before presenting them and in the weeks between presentation and vote, make reasonable effort to educate members and promote discussion on the issue (including via electronic means such as mailing lists).
Article XIII – Dissolution
A special meeting must be called to dissolve the Organization. The meeting must be publicized to the membership at least fourteen (14) days prior to the date of the meeting. A vote of 2/3 of those eligible to vote present at the meeting is required to dissolve the Organization. Upon dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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. Any such assets not so disposed of shall be disposed by the Steering Committee to an Organization exclusively organized for such purposes.