WESTERN PENNSYLVANIA WHEELMEN – BYLAWS
Article I. NAME
The name of this private club incorporated under the laws of the Commonwealth of Pennsylvania as a non-profit organization is: WESTERN PENNSYLVANIA WHEELMEN, LTD. hereinafter referred to as the CORPORATION.
Article II. PURPOSE
The CORPORATION is organized and operated exclusively for charitable and educational purposes relating to bicycling as follows:
1) To promote responsible bicycling in compliance with the Pennsylvania Vehicle Code and practices as recommended by the League of American Bicyclists,
2) To promote the rights and interests of bicyclists,
3) To promote bicycling as a viable alternative mode of transportation,
4) To promote bicycling as a healthy recreational activity that improves the participants quality of life,
5) To organize and conduct bicycling events to expand participation in responsible bicycling,
6) To support educational and charitable non-profit organizations that use responsible bicycling activities in the furtherance of their purposes; and
7) To maintain appropriate club communication channels, such as a website, social media presence, and/or an email network to inform the Membership of the affairs of the CORPORATION and other information related to bicycling.
Article III. MEMBERSHIP
SECTION 1 – GENERAL: The CORPORATION is a not for profit corporation, without capital shares, and no pecuniary benefit shall insure to any Member by reason of Membership
SECTION 2 – ELIGIBILITY: Any person at least eighteen (18) years of age may become a Member of this CORPORATION upon making application and paying the required annual membership dues, as set by the BOARD. Membership is open to anyone interested in bicycling without regard to race, creed, sex, age, national origin, or religious or sexual preference.
SECTION 3 – CLASSES OF MEMBERSHIP: Membership will be divided into the following classes:
1) Individual – One (1) adult at least eighteen (18) years of age.
2) Family – One (1) or two (2) adults at least eighteen (18) years of age living at the same address and any of their unmarried children under the age of eighteen (18). Each Family Member shall be entitled to all rights and privileges of the Individual Membership except that no more than two (2) votes per Family Membership are permitted.
SECTION 4 – OBLIGATIONS:
1) Family Members are solely responsible for their children under eighteen (18) years of age while engaged in CORPORATION activities. Minor children of Family Members may not engage in CORPORATION activities unless accompanied by an adult Family Member.
SECTION 5 – DUES:
1) A membership year begins on January 01 and ends on December 31.
2) Non-payment of dues by April 01 of the calendar year terminates current membership.
3) The Board of Directors shall establish the dues for each class of membership.
SECTION 6 – VOTING RIGHTS:
1) The Board of Directors votes on all matters within the corporation. Members of the board shall have the right to vote attending board meetings.
2) General membership may have their concerns heard at Board of Directors meetings when the floor is open to them but cannot call for a vote from the floor.
3) General membership cannot vote on matters before the board.
4) Members shall have the right to petition the BOARD to vote on any matter by presentation of a petition bearing the signatures of 20% of the current members of the CORPORATION.
5) Cumulative voting is not permitted.
SECTION 7 – TERMINATION OF MEMBERSHIP:
The BOARD shall have the power to terminate the Membership of any Member of the CORPORATION. A vote of two-thirds (2/3) of the Members present at a Board Meeting duly held shall be required to terminate a Membership.
Article IV. OFFICERS AND DIRECTORS
SECTION 1 – BOARD OF DIRECTORS:
The Officers and Directors of the CORPORATION shall be Members of the CORPORATION. The Board of Directors, hereinafter referred to as the BOARD, shall consist of a President, Vice President, Secretary, Treasurer and Elected Directors.
1. The Number of Elected Directors shall be no fewer than three (3).
2. All members of the board must be members of the corporation and must be current throughout their term.
SECTION 2 – ELIGIBILITY:
Candidates for any position on the BOARD must be current Members of the CORPORATION at the time of their nomination and must have been a Member in at least one previous calendar year, which need not be the immediately preceding calendar year.
SECTION 3 – ELECTION:
1) A Nominating Committee shall be appointed by the President and confirmed by the BOARD,
1) The Nominating Committee shall consist of no fewer than two (2) members.
2) The Nominating Committee shall be announced at a Membership Meeting at least four (4) months prior to the Final Board Meeting of the odd years and Published on the CORPORATION website.
3) Nominations may be made at a Membership Meeting, or by notifying the Nominating Committee.
4) The Nominating Committee shall present a slate of candidates for the BOARD at a Membership Meeting prior to the Annual Membership Meeting.
5) At the Board Meeting prior to Final Board Meeting (of the odd years) nominations may be made only for an office for which there is no candidate.
SECTION 4 – TERMS:
1) The Officers of the CORPORATION shall be elected for terms of two (2) years and shall hold office until their successors have been duly elected or appointed. The term. The term shall begin on January 01 and end December 31 of the following year. An Appointed Director shall serve from the date of appointment until December 31 unless reappointed.
2) Any Officer or Elected Director may be removed from the BOARD by a two-thirds (2/3) vote of the BOARD in the best interests of the CORPORATION. Any Appointed Director may be removed by a majority vote of the Board present.
3) There are no limits to the number of consecutive terms a BOARD Member may be in office.
SECTION 5 – VACANCIES:
1) The resignation of any Officer or Director may be accepted by the BOARD.
2) The retention of any Officer or Director Missing three (3) consecutive Board Meetings must be affirmed by a majority of the Board Members present at the third missed meeting.
3) The BOARD shall have the power to fill any vacancy by appointment for the unexpired term. Any appointee must meet the same eligibility requirements as an elected Officer or Director.
4) In the event of a vacancy in the Presidency, the Vice President shall assume the duties of the office for the unexpired term. Vacancies in other positions may be filled by appointment by a majority of the board present for the unexpired term.
SECTION 6 – APPOINTED DIRECTORS:
The elected members of the BOARD may appoint additional non-voting Appointed Directors as needed to serve the best interest of the CORPORATION.
SECTION 7 – DUTIES:
The BOARD shall be empowered to transact all matters of business pertaining to the CORPORATION. Where such business necessitates the expenditures of CORPORATION funds, the transactions shall conform with Article VIII of this Constitution. All such transactions must be entered upon the minutes of the Board Meeting and a summary published by the secretary.
1) PRESIDENT: The President shall have the general care, supervision, and operation of the CORPORATION, preside at all Board of Directors Meetings and all Membership Meetings, perform all duties incident to the office of President and such other duties as required by these By-Laws and as may be prescribed by the Board of Directors, and serve as ex-officio member with vote, on all CORPORATION committees.
2) VICE PRESIDENT: The Vice President shall discharge the duties of the President in the President’s absence or during a vacancy in the office and undertake such other duties as may be assigned by the President or by the BOARD.
3) TREASURER: The Treasurer shall be responsible for an accounting of the funds and securities of the CORPORATION, keeping an account of all monies received and expended, preparing an annual budget, and performing all duties, incident to the office Treasurer and such other duties as may be assigned by the President or by the Board of Directors. The Treasurer shall have authority to sign up to ten (10) checks per month of not more than $500 each without a second signature for items within the current budget. Any check for more than $500 or for any item not specified in the current budget shall require a second signature of a Board Member authorized by the BOARD. A Board Member shall be appointed by the President to review the monthly reports issued by the Treasurer. The Treasurer shall provide a cash flow statement, bank account statement an investment account statement the designated Board Member for review no less than once a quarter.
4) SECRETARY: The secretary shall keep the minutes of the Membership Meetings and the Board of Director Meetings, give notice of all such meetings in accordance with these By-Laws or as required by law, and perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors. The Secretary shall be responsible for the membership list, archives, Constitution and By-Laws.
5) DIRECTORS: The duties of Directors, elected or appointed, shall be assigned by the President and approved by the BOARD. At least one (1) Director shall be assigned the responsibility of overseeing the CORPORATIONS website and social media presence, and at least one (1) Director shall be assigned responsibility for scheduling club rides (currently known as Road Captain)
Article V. MEETINGS
SECTION 1 – BOARD OF DIRECTORS MEETINGS:
1) Regular Board of Directors Meeting: A minimum of three (3) regular Board of Directors Meeting Shall be held each year at a time, place, and date to be selected by the BOARD. The BOARD shall be notified of any Regular Board of Directors Meeting
2) Special Board of Directors Meeting: Special Board of Directors Meetings may be called by the President or by four (4) members of the BOARD. The BOARD shall be notified of any Special Board of Directors Meeting. The notice shall include the time, place, date and any Special Board of Directors Meeting. The notice shall include the time, place, date and purpose of the meeting.
SECTION 2 – NOTIFICATION:
1) Notification to the Membership containing the required information regarding a Membership Meeting at least ten (10) days prior to the date of the meeting shall be done electronically through Email and entries on the CORPORATION website.
SECTION 3 – FIRST BOARD MEETING:
The BOARD shall conduct its First Board Meeting of the calendar year prior to the first Membership Meeting of the calendar year.
SECTION 4 – ANNUAL BOARD MEETING:
During election years, Officers and Directors elected by the Members of the CORPORATION at the Annual Membership Meeting shall meet at the Regular Board Meetings with the BOARD whose term is expiring and the end of the calendar year.
SECTION 5 – TRANSITIONAL BOARD MEETING:
Outgoing Officers and Directors shall transfer all equipment, supplies, records and other information, including a list of all committees and their members, to incoming Officers and Directors by the end of the calendar year.
SECTION 6 – MEETING FREQUENCY:
Meetings will be held once a quarter at a place specified by the BOARD.
SECTION 7 – MEMBERSHIP MEETINGS:
1) Regular Membership Meeting: Will be scheduled when needed. The Membership shall be notified of any Regular Membership Meeting.
2) Special Membership Meeting: Special Membership Meetings may be called by the President of by twenty (20) Members of the CORPORATION. The Membership shall be notified of any Special Membership Meeting. This notice shall include the time, place, date and purpose of the meeting.
3) The Membership Meeting and the Board of Directors Meetings may be combined.
Article VI. QUORUM
SECTION 1 – QUORUM OF MEMBERSHIP:
A quorum of the Membership is not needed for the purpose of conduction of club business.
SECTION 2 – QUORUM OF BOARD:
At all Meetings of the BOARD a quorum shall consist of the number of BOARD Members present at the Meeting. A decision by a majority is a decision of 2/3 of the Board Members present.
SECTION 3 – COMMITTEES:
A majority of the members of any Committee constitutes a quorum of the Committee.
Article VII. COMMITTEES
SECTION 1 – GENERAL:
With the exception of the Nominating Committee, all committees are advisory to the Board. The term of each committee shall expire upon the expiration of the term of the BOARD unless terminated early by a vote of the BOARD.
SECTION 2 – APPOINTMENT:
The President shall appoint the chairperson and members of committees from among Board Members, interested and qualified members of the CORPORATION, professional advisors, and friends of the CORPORATION.
SECTION 3 – EX-OFFICIO MEMBERS:
At least one Board Member, as designated by the President, shall serve as ex-officio member on each committee.
SECTION 4 – REMOVAL:
Any member of a committee may be removed from the committee by the President or by the BOARD.
SECTION 5 – VACANCIES:
Vacancies in the membership of any committee may be filled by appointment made in the manner provided in the case of the original appointment.
Article VIII. CARE OF FUNDS
The Treasurer, or other Board Members Designated by the BOARD shall deposit all funds of the CORPORATION to credit in such banking institutions and investments as the BOARD shall designate.
Prior to the Annual Membership Meeting the Treasurer shall present a budget, approved by the BOARD, for the following year to the Membership for approval. Any expenditures over and above this budget must be approved by the BOARD and the Membership. The BOARD shall have the right to spend or disburse the funds of the CORPORATION in line with this budget or those expenditures approved subsequently by the membership.
All Bills are to be paid or disbursements are to be made by the Treasurer. All checks require the signatures of two (2) Officers, except checks less than the amount as set forth in the By-Laws for items within the current Budget which shall require the signature of one (1) Officer.
A Board Member other than the Treasurer shall be appointed by the President to review the monthly reports issued by the Treasurer.
The records of the financial transactions of the CORPORATION and the reports of the Treasurer shall be examined annually by the Audit Committee who is appointed by the board. The Auditor’s report shall be published in a timely fashion.
Article IX. AMENDMENTS
SECTION 1 – MEMBERS OF THE BOARD:
The By-Laws shall be adopted, amended or repealed by the BOARD at any duly held Board Meeting. Notice of any proposed change shall be Emailed or text to each member of the BOARD at least ten (10) days in advance of said meeting. Any change voted upon by the BOARD shall be announced at the following Membership meeting and if applicable published on the CORPORATION website.
Article X. DISSOLUTION
Since the purpose of the Western Pennsylvania Wheelmen, Ltd is to promote bicycling as described in Article II, it is here declared and decreed that in the event it ever should become necessary for this CORPORATION to dissolve or wind up its affairs, – then at the time such action is taken, all lands, buildings, equipment and all other property and belongings of the CORPORATION of any and all kinds, realm personal and mixed, shall (after just debts owing have been paid) be transferred and set over to a beneficiary promoting the purpose of the CORPORATION as stated in ARTICLE II and as approved by a majority of the BOARD and the Membership at a Membership Meeting duly held.
Article XI. MISCELLANEOUS
SECTION 1 – BOOKS AND RECORDS:
The CORPORATION shall keep correct and complete books and records of accounts of its members, Board of Directors, and Committees having any of the authority of the Board of Directors. The Corporation shall keep a record of the names and addresses of its members entitled to vote. Books and records of the CORPORATION may be inspected by any Member, or their agent or attorney, for any proper purpose at any reasonable time.
SECTION 2 – MATTERS OF POLICY:
The BOARD may establish, amend or repeal any policy governing CORPORATION activities in accordance with the By-Laws by majority vote. Such Policy shall be published on the Corporation web site and maintained in the corpore records.
SECTION 3 – SPECIAL PUBLICATION:
Amendments to the By-Laws or policy, any new policy, and the name and purpose of committees shall be published as soon as possible on the CORPORATION website.
Article XII. ADOPTION
These Bylaws were amended by unanimous vote of the officers and board members of the Western Pennsylvania Wheelmen attending the Board Meeting on February 5, 2020, in accordance with the prior Bylaws adopted in 2014. Officers and Board Members in attendance were:
President Jim Logan
Vice President Sarah Quesen
Treasurer Al Gaburri
Board Members Monica VanDireren
Secretary De’Anna Caligiuri
Board Member Dave Bialosky
The vote was witnessed by club members Bob Kerr and Curt Vazquez
The Effective date of these By-Laws is February 5, 2020
Recorded by Jim Logan, President