MORCA Bylaws - Ratified July 6, 2009
ARTICLE 1. Purpose of Club
(1) The main purpose of MORCA (Monterey Off Road Cycling Association) is to be an organized voice for responsible mountain biking in Monterey County. We accomplish this by advocating for mountain bike trail access, maintaining area trails, and sharing good will with other trail users. We are involved in mountain biking advocacy at all levels of the community.
(2) The short-range goal of the club is to provide fun and safe off-road cycling opportunities throughout Monterey County.
(3) The long-range goals of the club are to create a safe off-road cycling environment, to encourage more people to ride on legal trails and to work with local communities to reach these goals. This includes expanding the many different areas of interest to cyclists to include, group rides, racing events, mountain bike riding and trail maintenance and bicycle related advocacy.
ARTICLE 2. Membership
(1) Categories. There shall be the following categories of members: (a) Active Adult – Open to individuals 18 years of age or older. An active adult member is allowed one vote and the rights to hold any club office or chair any committee.(b) Active Junior - Open to individuals who are 12 to 18 years of age (with written consent of parent or guardian who will accompany thejunior at all times). (c) Active Family – Open to any adult and their spouse and children under the age of 18.(d) Honorary – Open to individuals of any age upon special appointment by 2/3 vote of the active members at any regular business meeting. Honorary members are not allowed to vote or hold office but they can chair or serve on committees.
(2) Admission, Qualifications, and Application for Membership. Application for membership accompanied by the appropriate dues must be submitted on the appropriate form to the club via website or postal mail. Any person interested in any phase of off-road cycling shall be eligible for membership in this club. Application for membership is open to all persons over the age of twelve with no restriction by race, religion, creed or sex. Membership runs 12 months and is renewed for a rolling 12 month period.
(3) Voting Rights. Voting rights shall be as provided in Article 2 (1). Members entitled to vote shall have the right to vote in person, in writing, or by proxy.
(4) Dues. The membership year is 12 months. Annual dues shall be specified by the Board of directors and shall be paid to the club as spelled out on the MORCA website. Membership or renewal approval is contingent on the completion or update of the official MORCA Membership form - (MORCA Membership Form)
(5) Nonliability. The members of the club shall not be personally liable for the debts, liabilities, or obligations of the corporation.
(6) Assessment. Membership in this corporation shall be nonassessable, i.e. taxable.
ARTICLE 3. Meetings of Members
(1) Place. All meetings of the members shall be held at such places in the county of Monterey as may be designated by the Board of Directors.
(2) Annual Meeting. An annual meeting of members for the transaction of such business as may properly come before the general membership shall be held every year in November. The Board of directors shall designate the time and place for this meeting no later than the October monthly meeting.
(3) Regular Meetings. Regular meetings for the general membership shall be held sometime during the first week of each month. Until such time as the general membership desires to return to regular business meetings, no business shall be conducted. The Board of directors shall determine time and place of these meetings.
(4) Special Meetings. The Board of Directors may call special meetings of members for any purpose at any time. Any member with a concern requiring a special meeting may petition for one.
(5) Notice. Notice of all meetings of members shall be announced in the periodic newsletter of the club and posted on the electronic bulletin board and website. Special meetings shall be announced on the MORCA website (www.morcamtb.org) emailed to the membership via the MORCA google group (groups.google.com/morca). Notice of the place, day, and hour of the meeting, and in the case of special meeting, the general nature of the business to be transacted.
(6) Voting of Absentees. All transactions of any meeting of members are valid if a quorum, as hereinafter defined, is present either in person, in writing or by proxy.
(7) Quorum. A quorum for any meeting of
members shall consist of a simple majority of members present.
ARTICLE 4. Board of Directors and Club Officers
(1) Number. The corporation shall have four (4) directors consisting of a president, vice-president, secretary, treasurer. They shall be known collectively as the Board of Directors.(2) Qualifications. Any voting member is
eligible to be elected to a seat on the Board of Directors or appointed
to a Club office.
(3) Lowers. The directors shall exercise
the powers of the corporation, control its property, and conduct its
affairs, except as otherwise provided by law, by the Articles of Incorporation,
or by these by-laws.
(4) Compensation. Directors shall serve
without compensation.
(5) Election and term of Office. The Board
of Directors shall be elected at the annual meeting of members in November;
to serve for one full year and until their successors are elected and
have qualified. The term of office shall begin January 1st.
(6) Vacancies. Vacancies on the Board of
Directors shall be filled by a simple majority vote of the general membership
at any regular meeting subject to the existence of a quorum. If this
should fail to reach a quorum as well, election will default to the
Board of Directors, where a 2/3 majority vote shall be required to fill
the vacancy.
(7) Place of meetings. Regular meetings
of the Board of Directors shall be held at such place in the County
of Monterey as may be designated by the Board of Directors.
(8) Regular Meetings. Regular meetings
of the Board of Directors shall be held at such time and
place as shall be determined in consultation with the membership.
(9) Special Meetings. A special meeting
of the Board of Directors shall be held whenever called by any director.
These meetings shall be open to the general membership and the four
(4) directors shall attend. General members of MORCA or members of the public who may attend any Special Meeting shall be limited to answering questions or addressing specific issues as outlined by the meeting chairperson. Guests shall not participate in the discussion of agenda items and they will have no vote on issues.
(10) Notice. Notice of meetings of directors
shall be given pursuant to Article 3(5). Notice of special meetings
can be given by the secretary or president by telephone to each director.
(11) Quorum. A quorum of the a Board of
Directors shall consist of a 3/4 majority and, unless a greater number
is expressly required by statute, the Articles of Incorporation of this
corporation, or these By-laws, every act or decision done or made by
a majority of the directors present at a meeting at which a quorum is
present shall be act of the Board of Director. Any transaction of any
meeting however called shall be valid provided a quorum is present and
provided that either before or after the meeting each of the directors
not present signs a consent to the holding of the meeting or an approval
of the minutes thereof. All such consent or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
The secretary shall maintain a hard copy.
(12) Conduct of Meetings. The president,
or in his/her absence the vice-president, or in the absence of both,
a chairperson chosen by a majority of the directors present, shall preside
at all meeting of the Board of Directors, and such meetings shall be
governed by Robert’s Rules of Order, as such rules may be revised
from time to time, insofar as such revisions are not inconsistent or
in conflict with these by-laws, the Articles of Incorporation, or with
law.
(13) Nonliability of Directors. The directors
shall not be personally liable for the debts, liabilities, or other
obligations of the corporation.
(14) Nominations. On or before the first
regular Board meeting in October of each year, a call to the general
membership shall be made for nominations for the succeeding year. The
Board of Directors shall consider all nominations of members in good
standing. Ballots will be prepared and be posted on the club website
no later than October 15th. These ballots shall be returned
by mail no later than October 31st or brought in person to the annual
meeting. The Board of Directors shall count the ballots. In the event
of a tie, a run off election will take place. In the event there are
no nominations, that seat shall remain vacant until filled pursuant
to Article 4(6).
ARTICLE 5. Duties of the Board of Directors
(1) Duties of the President. The president
shall be the representative of the club. He/she shall have general control
and management of the affairs, property, and business of this corporation,
subject to the control of the Board of directors and the provisions
of these by-laws. He/she shall preside at all meetings of the members
and of the Board of directors. He/she may, if necessary, sign and execute
in the name of this corporation deeds, assignments, mortgages, bonds,
contracts, and other instruments duly authorized by the board of Directors.
Generally he/she shall perform all duties incident to the office of
president and such other duties as deemed necessary to the smooth running
of the club. He/she shall, whenever it may be necessary in the opinion
of the Board of directors, prescribe the duties of officers and employees
of the corporation whose duties are not otherwise defined in these by-laws
or by the Board pursuant to the authority contained in the by-laws.
(2) Duties of the Vice-president. The vice
president shall assume the duties and powers of the president in the
president’s absence or disability to act and shall perform such other
duties and possess such other powers as shall be prescribed and conferred
by the Board of Directors or by the President.
(3) Duties of the Secretary. The Secretary
shall:
a) Certify and keep at such place as the Board of directors may order the original or a copy of these by-laws as amended or otherwise altered to date.
b) Keep at such place as the Board of directors may order a book of minutes of all meetings of the directors, recording therein the time and place of meeting, whether regular of special, and if special, how authorized, the names of those present and proceedings thereof.
c) See that all notices are duly given in accordance with provisions of the by-laws or as required by law.
d) Be custodian of the records and the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal Is authorized by law or by these by-laws.
e) In general, perform all duties incident
to the office of secretary, and such other duties as may be required
by law, the Articles of Incorporation of the corporation, these by-laws,
or which may be assigned to him/her form time to time by the Board of
Directors.
(2)
Duties of Treasurer.
The treasurer shall receive and have charge of all funds of the corporation
and shall disburse such funds only as directed by the Board of Directors.
He/she shall, in general, perform all duties incident to the office
of treasurer and such other duties as may be assigned to him/her by
the Board of Directors. He/she shall keep at such place as the Board
of Directors may order all records of funds as well as tax records.
ARTICLE 6. Corporate Records, Reports, Seals, Checks, Drafts, etc.
(1) Minutes of Meetings. The corporation
shall keep at such place as the Board of Directors may order, a book
of the minutes of all meetings of directors and of all members, where
minutes are taken, with the information prescribed in Article 5(3a)
(2) Books of Account. The corporation shall
keep and maintain adequate and correct accounts of its properties and
business transactions including accounts of it s assets, liabilities,
receipts, disbursements, gains and losses.
(3) Fiscal Year. The fiscal year of the
corporation shall be January 1st through December 31st.
(4) Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board of Directors.
(5) To promote transparency, the president must endorse all checks drawn on the club account and written to the order of the treasurer and vice versa.
(6) Reimbursement: a
bonafide receipt must be presented to the treasurer in order to receive
reimbursement or payment for services and/or goods.
Disclaimer: Bicycle riding is an inherenly dangerous sport. The weekly rides are open to the public and MORCA does not organize, sponsor, nor assume any liability for your participation in these rides.
