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BYLAWS of Bicycling In Greensboro, Inc.
As Amended August 21, 2020
Article I -General
Section 1. Organization. Bicycling In Greensboro, Inc. (hereafter referred to as the "corporation" or "BIG") is a nonprofit corporation organized under Chapter 55A of the General Statutes of North Carolina. The Articles of Incorporation of BIG (hereafter the "Articles of Incorporation'') were filed with the North Carolina Secretary of State on December 16, 2005.
Section 2. Purposes. As provided in the Articles of Incorporation, BIG is organized exclusively for charitable, educational and scientific purposes, including the making of distributions to organizations that qualify as exempt under Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax code (hereafter the "Code'').
Section 3. Mission, Vision and Goals.
Mission: BIG exists to help transform the greater Greensboro through advocacy, education and service into a more bicycle friendly community.
Vision: We envision the greater Greensboro area as a place where riding a bicycle is safe and convenient for everyone, where bicycling is the top choice for recreation and everyday trips, and where the benefits of bicycling are experienced and valued by all.
Goals: As stated in the Articles of Incorporation, BIG seeks to accomplish its mission and achieve its vision through education, advocacy, alliances, events and service, with ultimate goals of safe and convenient cycling for transportation and recreation, improved health and wellness, and an enhanced environment for all.
Section 4. Prohibited Activities. As provided in the Articles of Incorporation, no part of the net earnings of the corporation shall inure to the benefit of or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda. The organization shall not participate in, endorse, or intervene in (including the publishing or distribution of statements about) any political campaign or candidate for public office, or any political movement, on behalf of or in opposition to such a campaign, candidate or movement. Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)3 of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
Article II – Members
Section l. Qualifications for Membership. BIG shall have an unlimited number of members. The only qualification for membership is payment of current dues in such amount as the Board of Directors shall determine from time to time.
Section 2. Privileges of Membership. Members in good standing may attend all membership meetings and other activities and events organized or sponsored by BIG. The general public shall also be invited to most BIG activities and events, but the support of members is necessary and important to the mission of BIG. Members do not have a right to vote unless the Board of Directors determines to put a question to a vote by the members.
Section 3. Meetings of Members. BIG shall have meetings of members periodically at such times and places as the Board of Directors shall determine. Meetings of the members shall be held in Guilford County and an effort shall be made to hold such meetings in public buildings that are accessible by bicycle and/or public transportation.
Article III -Board of Directors
Section l. Function of the Board of Directors. The affairs of BIG shall be managed under the direction of a Board of Directors (hereinafter the "Board") (members of the Board are hereinafter referred to as "directors"). The Board shall have authority to exercise all corporate powers of BIG not specifically delegated to committees, officers, agents or employees by these Bylaws or by resolution of the Board.
Section 2. Responsibilities of Directors. Directors shall make every reasonable effort to attend meetings of the Board. Directors shall promote the mission and goals of BIG, assist in raising funds, and whenever possible be involved in activities and events organized or sponsored by BIG. Directors (also called Board Members) are critically important to the organization’s success. Four documents describing the directors’ responsibilities are attached to these by-laws: (1) the Duties of the Board of Directors, (2) the Board Member Commitment Agreement, (3) the Board Member Communication Standards, and (4) the Conflict of Interest Policy. Directors shall sign said documents and strive to serve as described therein.
Section 3. Eligibility for and Nomination and Election of Directors.
Eligibility. A person interested in serving on the Board must (1) attend three Board meetings over the course of five consecutive months as a guest, (2) read BIG’s by-laws and the four documents noted in Section 2, directly above, and (3) be interviewed by BIG’s Board Chairperson, (4) be at least fourteen years of age, (5) be a member of BIG in good standing by the time of his/her potential election to the Board, and (6) have verbally agreed in the presence of the Board Chairperson and in a Board meeting to the Responsibilities described in Section 2 above.
Nomination. Any member in good standing of BIG, including directors, may nominate an eligible person for election to the Board of Directors.
Election. Directors shall be elected at the annual meeting of the Board of Directors (usually the December board meeting) by a vote of a majority of the directors in office. Directors may also be elected by the Board at another duly called meeting of the Board.
Section 4. Number, Election, Term and Term Limits of Directors.
The Board of Directors shall consist of a maximum of nine (9) members.
Each director shall be elected to serve a three-year term, with start date coinciding with the start date of BIG’s fiscal year (January 1), and end date coinciding with the end date of BIG’s fiscal year (December 31).
Election of directors normally shall be staggered over a three-year cycle with three directors elected in each of the three years.
A director may serve a maximum of three consecutive terms, i.e. nine years. A minimum of one year must lapse before a director who has served three consecutive terms is again eligible for election to the Board.
The maximum term provision stated directly above may be waived if a director has specialized or expert knowledge in an area very valued by BIG and has the time and desire to continue to serve on the Board.
Vacant positions on the Board shall be filled by election of new directors at any regular or special meeting of the Board. Service by a director filling an unexpired term shall not be counted in determining eligibility for election to a full term under the maximum term limit provision stated above.
Section 5. Removal of Directors. A director who misses three consecutive meetings of the Board shall be automatically removed, but may be reinstated for good cause by a vote of a majority of the directors then remaining in office. A director may be removed at any time for cause by a vote of two thirds of the other directors at any meeting of the Board, provided that at least five (5) days written notice of the proposed action shall have been given to all directors.
Section 6. Resignation of Directors. A director may resign at any time by communicating such resignation to the Board of Directors, the Chairman or the corporation. A resignation is effective when it is communicated unless the notice specifies a later effective date or subsequent event.
Section 7. Vacancies on the Board. A vacancy on the Board of Directors may be filled by a majority vote of the directors, regardless of their number, and a director so elected shall serve until the next annual meeting of the Board. In the event that there is an even number of directors and there is a tie vote, the tie vote shall be resolved by counting the Chairperson of the Board’s vote twice.
Section 8. Meetings of the Board.
Regular meetings of the Board of Directors shall be held no less than nine times per year. One of these regular meetings shall be designated as the annual meeting of the Board.
Special meetings of the Board shall be held whenever called by the Chairman. If the Chairman is unavailable to call a special meeting and the meeting is needed, it shall be held if called by the Immediate Past Chairman, Chairman Elect or Treasurer and at least one other person on the Board; the two people calling the meeting can both be Principal Officers on the Board. Principal Officers are defined in sentence one of Bylaws’ Article V, Section 1.
Meetings of the Board of Directors shall be held in Guilford County.
The Board may permit any or all directors to participate in a regular or special meeting and conduct such meeting through any means of communication by which all directors participating may simultaneously hear each other during the meeting, and a director participating in a meeting by such means is deemed to be present in person at the meeting.
Section 9. Notice of Meetings.
Regular Board meetings shall normally be held the same day and time each month, and normally in the evening at a time that works well for the current Board and guests. The Chairman or Secretary shall post notice of each meeting on the BIG website or send a reminder by email to Board members, but failure to do so because of technology failure shall not affect the validity of the meeting.
If a regular meeting is rescheduled, a notice of the new date, time and place shall be sent by any usual means of communication, which will typically be by email, to Board members preferably at least ten (10) days prior to and no less than three (3) days before the rescheduled meeting. Any post regarding on BIG’s website regarding said meeting should be updated
Special meetings of the Board shall be held upon notice sent to Board members by any usual means of communication, which will typically be by email, no less than three (3) days prior to the meeting, and the notice shall describe the date, time, place and purpose of the meeting.
Section 10. Waiver of Notice. In cases where immediate decisions concerning BIG are critical or required, a director may waive notice (as defined in the Bylaws’ Section 9) of any meeting for which notice would normally be required, provided that the waiver shall be in writing (by email or group text), signed by the director and presented for inclusion in and then filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 11 Quorum and Voting. A quorum of the Board of Directors consists of a majority of the directors in office immediately before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the vote of a greater number of directors is required by law or by these Bylaws. The Board shall act by consensus whenever possible.
Section 12. Action Without Meeting. The Board of Directors may take action without a meeting on an urgent matter, provided (1) the action is taken by all non-abstaining directors (see immediately below) and (2) that any such action shall be evidenced by one or more written consents (by email or group text) signed by each director, describing the action taken, and included in the minutes or filed with the corporate records. Emails sent by Directors will be considered a “signed written consent”. Any such action by written consent is effective when the last director signs the consent, unless the consent specifies a different effective date. Such written consent has the effect of a meeting vote and may be described as such in any document. If any director does not take action on the matter at hand within 48 hours of the request, the Board will consider that director to have abstained.
Section 13. No Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors.
Article IV -Committees
Section l. Committees of the Board. The Board of Directors may create and appoint directors to one or more committees of the Board. Each Board committee shall have two or more directors, who serve at the pleasure of the Board. The creation of a Board committee and appointment of directors thereto shall be approved by a majority of all the directors in office when the action is taken. The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, also apply to committees of the Board. To the extent explicitly specified by the Board, a committee of the Board may exercise the Board's authority, except that a committee of the Board shall not: (a) authorize distributions; (b) recommend or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (c) elect, appoint or remove directors, or fill vacancies on the Board or on any committee of the Board; or (d) adopt, amend, or repeal the Articles of Incorporation or Bylaws of the corporation.
Section 2. Non-Board Committees. The Board of Directors or, with prior authorization by the Board, the Chairman may create non-Board committees. Purposes for which a non-Board committee may be created shall include advising the Board, fundraising, or organizing and conducting events and activities to further the mission and goals of BIG. The Chairman shall appoint and may remove the chairperson of each non-Board committee. The Chairman or, with prior authorization by the Chairman, the committee chairperson may appoint and remove members of a non-Board committee. Any member in good standing of BIG shall be eligible to serve on a non-Board committee.
Article V -Officers; Agents and Employees
Section 1. Officers. BIG shall have five Principal Officers: Chairman, Chairman Elect, Immediate Past Chairman, Secretary, and Treasurer. The Board may create such other officer positions as it deems appropriate. A person must be a director to be eligible to serve as a Principal Officer. The Treasurer shall hold no other office than Treasurer. Persons may hold more than one office except the offices of Chairman and Chairman Elect, or Chairman and Secretary, and no person may act in more than one capacity where action of two or more officers is required.
Section 2. Election and Terms of Officers. The Board of Directors, at its annual meeting, shall elect the Principal Officers of BIG for a term of one year. Each such officer shall continue in office until a successor is elected, or until such officer's death, resignation or removal. The Board may elect other officers at such times and for such terms as the Board deems appropriate. The Board of Directors may elect a successor to fill the unexpired term of any officer, Principal or otherwise, at any regular Board meeting. Officers may be re-elected to any number of consecutive terms, as long as the Board is in compliance with Article III, Section 4 of these by-laws.
Section 3. Resignation and Removal of Officers. An officer may resign at any time by communicating such resignation to the corporation. A resignation is effective when it is communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date and the Board accepts that effective date, the Board may fill the pending vacancy before the effective date if the Board stipulates that the successor does not take office until the effective date. The Board may remove any officer at any time for cause.
Section 4. Authority and Duties of Officers. The authority and duties of the officers shall be as follows:
Chairman. The Chairman, when present, shall preside at all meetings of the Board of Directors. The Chairman shall provide general supervision over the affairs of BIG, and shall keep the Board of Directors informed about the activities of BIG. The Chairman shall have power to sign and execute in the name of BIG all contracts authorized by the Board. The Chairman shall have such other authority and perform such other duties as the Board of Directors may prescribe.
Chairman Elect. The Chairman Elect shall act in the place and stead of the Chairman in the event of the absence, inability or refusal to act of the Chairman, and shall exercise and discharge such other duties as the Board may prescribe.
Immediate Past Chairman. The Immediate Past Chairman shall serve in an advisory role, providing counsel to the Chairman and Chairman Elect. The Immediate Past Chairman shall act in the place and stead of the Chairman and Chairman Elect in the event of the absence, inability or refusal to act of the Chairman and Chairman Elect, and shall exercise and discharge such other duties as the Board may prescribe including, but not limited to, special one-time projects.
Secretary. The Secretary shall record votes and keep minutes of all meetings and proceedings of the Board of Directors, cause notice of meetings of the Board to be sent to all directors when notice is required, and perform such other duties as the Board of Directors may prescribe.
Treasurer. The Treasurer shall have custody of all funds of BIG, shall keep or cause to be kept complete and accurate accounts of receipts and disbursements, and shall deposit or cause to be deposited all monies of BIG in the name and to the credit of BIG. The treasurer shall be responsible to see that all of BIG’s bills are paid, and tax returns and tax-related forms are filed in a timely manner.
Section 5. Agents and Employees. The Board of Directors may from time to time appoint such agents or employees as the Board deems necessary. Each agent or employee shall serve at the pleasure of the Board and shall have such authority and perform such duties as the Board may prescribe.
Section 6. Compensation. The officers of BIG shall receive no salary or compensation for their services as officers. An agent or employee for BIG may receive compensation for services as authorized by the Board of Directors.
Article VI - Principal Office; Financial Matters and Corporate Records
Section l. Principal Office. The principal office of BIG shall be in the location specified in the Articles of Incorporation or in such other place in Guilford County that the Board of Directors may designate. If the location of the principal office is changed the corporation shall file a statement of change with the North Carolina Secretary of State.
Section 2. Bank Accounts and Investments. The Board of Directors shall designate one or more depositories for the funds of BIG. The Board of Directors shall determine who is authorized to sign checks or other orders or obligations for payment on behalf of BIG. The funds of BIG may be retained in whole or in part in cash or be invested in such manner as the Board of Directors deems appropriate.
Section 3. Payments and Distributions. Subject to the prohibitions set forth in Article I of these Bylaws, BIG may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes, mission and goals of the corporation. The Board of Directors shall adopt guidelines for expenditures, and distributions to other organizations shall require approval by the Board.
Section 4. Fiscal Year. The fiscal year of BIG shall be the calendar year.
Section 5. Annual Budget. The Board of Directors shall adopt an annual budget for BIG, and the Board may make adjustments to the budget during the year.
Section 6. Financial Reports. Not later than ninety (90) days after the end of each fiscal year the Treasurer, or other person as designated by the Board of Directors, shall present a report showing in appropriate detail: (a) assets and liabilities of BIG as of the end of such fiscal year; (b) principal changes in assets and liabilities during such year; (c) revenues and receipts, both general and restricted to particular purposes, for such year; and (d) expenditures and distributions, for both general and restricted purposes, during such year. This report shall be filed with the corporate records. The Board may determine to engage a certified public accountant to prepare a compilation, review or audit of the financial statements of the corporation.
Section 7. Tax Returns. BIG shall file any tax returns required by law.
Section 8. Corporate Records. BIG shall keep as permanent records minutes of all meetings of the Board of Directors, a record of all actions taken by the directors without a meeting, a record of all actions taken by committees of the Board on behalf of the corporation, and minutes of all meetings of members. BIG shall maintain appropriate accounting records as required by these Bylaws. BIG shall maintain a record of its members. BIG shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. BIG shall keep a copy of the following records at its principal office, or as digital files residing in a secure data system approved by the Board, and such records shall be made reasonably available for inspection by any member in good standing of the corporation: (a) the Articles of Incorporation and all amendments thereto; (b) these Bylaws and all amendments hereto; (c) minutes of meetings and a record of actions without meeting of the Board of Directors; (d) minutes of all membership meetings; (e) all written communications to members generally within the past three years; (f) financial statements and tax returns for the past three years; and (g) a list of the names and business or home addresses of its current directors and officers.
Article VII - Indemnification
BIG shall indemnify any director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceedings to which such director or officer was a party because he or she is or was a director of the corporation, against reasonable expenses actually incurred by the director or officer in connection with the proceeding. To the extent allowed by law, the corporation may indemnify or advance expenses to a director, officer, agent or employee made a party to a proceeding because such individual is or was a director, officer, agent or employee of the corporation, upon authorization of such indemnification and/or advance of expenses by the Board of Directors.
Article VIII - Amendments
The Board of Directors may adopt one or more amendments to these Bylaws. The directors shall be given at least five (5) days written notice of any meeting at which an amendment is to be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and contain or be accompanied by a copy or summary of the proposed amendment or state the general nature of the amendment. Any amendment must be approved by a majority of the directors in office at the time the amendment is adopted.