— Secret LAB Bylaws changes —
This document highlights changes to LAB Bylaws in 2003.
These changes were made without the consent or knowledge of members.

The Bylaws have been changed many times since the events reported here and the are hard to find on the League web site.  Last we checked, they were at this link.

KEY to text below:
{Bold Green Strikethrough text in braces} indicates language removed.
(Note: Some older browsers may not show strikethrough text)
Red Bold Underlined text shows new language.
Blue Bold text in italics marks comments explaining the impact of the changes.
The current Bylaws are available without our comments from the LAB Web site.

One of the changes described below was passed at a teleconference in June.  The rest passed at the Board meeting on Oct. 17, 2003.

There was no referendum asking whether the members approve these radical changes.  There was no prior notification to the members.  Members were not even told of the changes until two months later, and then only in a routine message that made no attempt to explain the significance of the changes.

You may be interested in President Kegel’s pitiful excuses for these radical Bylaws changes.

We learned that some board members may have been blindsided at the October meeting.  Why else would anyone who cares about the membership agree to such a drastic restriction in members’ control of LAB?  We obtained a copy of the document sent to board members   (The link is for a Zip file containing the Word document.)  This file was last saved about one day before the meeting of Oct. 17, 2003.  Note the file date that appears in the Windows “tooltip” below.

Above is Windows Explorer information about the file proposing radical Bylaws changes.  This file by Martha Roskowski, then secretary of the Board, was made in the evening of 10/16/2003, less than 24 hours before the Board meeting.

UPDATE: At the March 2006 board meeting, the “Statement of Purpose” in Section 2 below was restored to essentially its former meeting. We show the “new” wording below (in blue text).

In Section 2 below, note that all reference to educating the public about the best practices of cycling, protecting rights of cyclists, organizing rallies and helping local cycling advocacy organizations has been stripped away.  The League is now to be just another Washington lobbying and fundraising group.  (Changed Oct. 2003.)

SECTION 2 -PURPOSE: The Corporation is organized and operated exclusively for charitable and educational purposes, and in particular, to
{educate bicyclists and the general public about:

1. safe and effective bicycling;

2. the rights and interests of bicyclists;

3. promoting and advancing the physical fitness benefits of safe recreational bicycling;

4. forming and operating local and regional bicycle organizations;

5. organizing and conducting bicycle rallies and other events that encourage safe and effective bicycling;

6. conducting such other charitable and educational activities in furtherance of the promotion of safe bicycling; and

7. using bicycles for transportation.}

1. Regular membership shall consist of an individual or family. A family shall consist of at least one adult and any two unmarried children under the age of twenty-one (21) living at the same address.
   
2. Supporting membership shall consist of clubs, organizations, associations, corporations, partnerships, companies, or any other groups.

1. Regular members shall have the right to elect the Board of Directors as provided for in Article III, Section 8.
   
   Section 5, part B allows members to change the Bylaws through a member referendum.  Getting enough signatures (about 750) in only 75 days was already a significant task.  With the barrier raised to about 2500 signatures the Bylaws are effectively out of the reach of members.  Note reformers do not have access to the League membership list because the faction that dominates the Board tightly controls this information.  (Changed Oct. 2003.)
   
   
2. Regular members may, by submitting petitions bearing signatures of
   {three (3) percent}
   ten percent (10%)
   of the Regular members of the League, direct the Board of Directors to conduct a referendum of the Regular members on any relevant matters or questions. No more than one third (1/3) of those Regular members may reside in any one Region. Reasonable procedures for collecting and certifying petitions shall be established by the Board of Directors. These procedures, including the number of signatures required, shall be supplied by the League office to any Regular members on request. Upon notifying the League office of the intent to petition for a referendum, petitioners shall have 75 days to submit the required number of signatures to the League office. Within a reasonable time, the League shall conduct a mail vote of the entire membership unless the Board of Directors themselves meet and vote passage of the matter dealt with by the petition. At the discretion of the League Officers, the mail vote taken could be handled by means of a tear out portion added to the next issue of the League’s primary publication, rather than by a general mailing. Such matters shall be decided by a majority of the vote received by the League office within 30 days after mailing, and shall have the same effect as an act taken by the Board of Directors.

SECTION 6 – TRANSFERABILITY: Membership in the Corporation is not transferable or assignable.

SECTION 7 – ANNUAL MEETING: An Annual Meeting of all members shall be held {in mid-year} at the Corporation’s National Rally at a time and place designated by the Board of Directors. At the Annual Meeting an opportunity shall be provided for discussion by the members of the policies and activities of the Corporation.

1. Amendment or restatement of the Articles of the Corporation;
2. Merger, consolidation, or dissolution of the Corporation;
3. Sale, lease, exchange, pledge, or mortgage of any substantial part of the assets of the Corporation;
4. Adoption of an annual budget for the Corporation;
5. Such other matters that may be required by law to be submitted to the Board of Directors.

SECTION 2 – DIRECTORS: The Board of Directors shall consist of 12 directors: 6 shall be elected by the members in geographical regions of the United States as determined by the Board; 1 at-large director shall be elected by the members nationwide;
{4 at-large directors shall be elected by the Board upon nomination by the Nominating Committee; and 1 Honorary Director, provided, however, that this directorship shall terminate at the expiration of the term of office of the present incumbent (see Article III, Section 14).}
5 at-large directors shall be elected by the Board upon nomination by the Nominating Committee; 1 of the at-large directors shall have the experience and qualifications expected of a treasurer.
All Directors shall exercise the same rights and enjoy the same privileges.

SECTION 3 – ELIGIBILITY: All Directors must be members of the League. A Director elected from a region, or appointed to fill the unexpired term of an elected Director, must be a resident of that region.

SECTION 4 – MEETINGS: The Board of Directors shall meet at the Annual Meeting. The Board shall also meet at least one other time each year. Special Meetings of The Board may be called by the President or upon demand of a majority of Directors at such time and place as the President may designate. Notice of any meeting shall be sent to each Director at least ten (10) days in advance of the meeting.

SECTION 5 – QUORUM: A majority of the Directors shall constitute a quorum at any meeting of the Board. When a quorum is present, a decision by a majority of the Directors is the act of the Board, unless these bylaws provide otherwise.

We have no objection to the schedule change for the nominating committee shown below except that members should be able to elect directors, rather than having them appointed by the faction that controls the League.  Also, there must be language to protect members’ rights and insure a fair election.  (Changed Oct. 2004.)

SECTION 6 – NOMINATING COMMITTEE: At the Annual Meeting of the Board the President shall appoint a Nominating Committee consisting of from 2 to 5 Directors and other persons as the President deems appropriate for a total membership of at least three. No Director who is a candidate for election or appointment before the next Annual Meeting may serve on the Nominating Committee. The Nominating Committee shall present its report at the Winter Board Meeting recommending candidates for election by region or appointment to the Board.
The Nominating Committee shall present its report to the Board in writing no later than February 1. The Committee’s report shall recommend candidates for election by region or at large, as well as candidates for appointment to the Board.

The faction now appoints five of twelve directors and controls the Nominating Committee.  In the last two Board elections, four candidates qualified for the ballot via petition. Three of these petition candidates beat the board-endorsed candidate.

The fourth was beaten only through unprecedented interference by the faction.  The change below shows how this clique feels about such challenges to their control.  The petition process has been significantly weakened — another way to disenfranchise members.  The petition requirement was changed from 50 signatures to about 1250 for an at-large (national) seat or 300-400 for a regional seat.  (Changed Oct. 2003.)

SECTION 7 – PETITION: Any person who holds a Regular membership may become a candidate for at-large Director elected by the members nationwide in the next regular election by obtaining
{fifty (50) signatures of persons}
signatures of five percent (5%) of the total persons
who hold regular memberships. Further, any person who holds a Regular membership and resides in the Region may become a candidate for Regional Director in that Region in the next regular election by obtaining
{fifty (50) signatures of persons}
signatures of ten percent (10%) of the persons
who hold a Regular membership and reside in that same Region. Such petitions shall be submitted within thirty (30) days after acceptance by the Board of the Nominating Committee’s report.

The changes in Martha Roskowski’s proposal were even worse.  She would have required signatures of 20% of the members to get on the ballot.  For a regional director, this would mean about 600-800 signatures and a whopping 5000 for the at-large seat.  You can see the all of the proposed revisions in this document (including severe changes to the referendum requirement) if you turn on “revision tracking” in Word.  The link above is for a Zip file containing the Word document.

Revision tracking information about proposed Bylaws changes.

In Section 8 below are new guidelines for conduct of elections. These are generally reasonable, except there are no safeguards to prevent unethical interference by a faction of the board, as occurred during the 2003 election.

SECTION 8 – ELECTION:
Ballots for the election of Directors elected by region shall be in a form and be made available to members who reside in the region in a manner as determined by the Board, provided that such ballots shall be available to members on or before March 15 of any year in which an election is to be held. All ballots must be returned to the Corporation by April 15, as indicated by postmark or other clearly ascertainable evidence as the Board may determine, in order to be valid. A candidate for election by region must receive the highest vote total in the region in which he/she seeks election, as certified by an independent organization selected by the Board or a select committee of the Board, to be elected Director.

At the Annual Meeting of the Board, the Board shall establish a timetable for the following year’s elections. Such timetable shall include a deadline for the Nominating Committee’s report, subject to the requirements of this section and Article III, Section 6.

Ballots for the election of Directors elected by region or at large shall be in a form and be made available to members in a manner as determined by the Board, provided that such ballots shall be available to members on or before April 30 of any year in which an election is to be held. The deadline for return of all ballots to the Corporation shall be at least 30 calendar days following the date ballots are made available to members, but in no event later than June 15.

In order to be valid the return date of any ballot shall be as indicated by postmark or other clearly ascertainable evidence as the Board may determine. To be elected Director, a candidate for election by region must receive the highest vote total in the region in which he/she seeks election, as certified by an independent organization selected by the Board or a select committee of the Board.

SECTION 9 – TERM OF OFFICE: The term of Directors shall be three (3) years beginning at the Board of Directors meeting held at the Annual Meeting following his/her election and ending at the beginning of the Annual Meeting 3 years later, provided that a Director who is also an officer of the Corporation shall continue as a non-voting member of the Board of Directors until his/her successor takes office as provided in Article IV. Directors may not serve more than three (3) consecutive terms.

We would have no objection to adjusting terms of the directors except (1) There should not be appointed seats (all seats should be member elected); (2) The adjustments made extend the terms of two of the worst appointed directors who have been instrumental in taking control of the League from members.

SECTION 9(A) – TRANSITIONAL ADJUSTMENTS TO DIRECTORS’ TERMS:
Any provision of Section 9 to the contrary notwithstanding, the terms of office of the five at-large Directors elected by the Board in accordance with Article III, Section 2, shall terminate as specified herein.

At-large seats “A,” “B,” and “C” — terms ending at the Annual Meeting in 2007.
At-large seat “D” — term ending at the Annual Meeting in 2005.
At-large seat “E” — term ending at the Annual Meeting in 2006.

The succeeding term of at-large seat “D,” beginning at the Annual Meeting in 2005, shall end at the Annual Meeting in 2007 (i.e., a two-year term).

Thereafter, the terms of all at-large Directors elected by the Board shall be three-year terms.

For the avoidance of doubt, the at-large seats identified above are occupied, as of the date of adoption of this Section, by the following individuals:

At-large seat “A” — Mr. Greehan
At-large seat “B” — Ms. Pulley
At-large seat “C” — Ms. Roskowski
At-large seat “D” — Mr. Killingsworth
At-large seat “E” — Mr. Wessel

SECTION 10 – REMOVAL: Any Director elected by the members may be removed by a two thirds (2/3) vote of the votes present and voted, in person or by proxy, of those eligible to elect that same Director. Such vote shall be initiated by the Board or by receipt at the League office of a petition containing the signatures of ten (10) percent of the eligible voting membership, in accordance with the timetable outlined in Article II, Section 5 of these bylaws. If such a vote is called at the Annual Meeting of the membership as described in Article II, Section 7 of these bylaws, advance written notice will be issued to the membership about the vote. The written notice will state the removal of a named Director(s) as a purpose of the meeting. Only the named Director(s) may be removed at such a Meeting. Any Director elected by the Board of Directors may be removed by a two thirds (2/3) vote of the votes present and voted at a meeting of the Board of Directors.

SECTION 11 – VACANCIES: Vacancies resulting from an unfulfilled term of a Director shall be filled by a majority vote of the Board, provided, however, that when the vacancy being filled is that of a Director elected by region, the replacement must be a member of the League and must reside in that region. A Director elected to fill a vacancy shall serve the unexpired term of his or her predecessor in office.

SECTION 12 – ACTION BY UNANIMOUS WRITTEN CONSENT: Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Board members. Such consent shall have the same force and effect as a unanimous vote.

SECTION 13 – COMPENSATION/REIMBURSEMENT: Directors shall not be paid compensation or receive any benefits for services provided to the Corporation. Directors may be reimbursed for authorized expenses incurred by them in the performance of their duties.

This change is not controversial. Phyllis Harmon retired as an active director and requested emeritus status in March 2003.  (Changed June 2003.)

{SECTION 14 – HONORARY DIRECTOR: Phyllis Harmon, who has played an invaluable role in the reorganization and rejuvenation for the League of American Wheelmen, shall be an Honorary Director with voting rights, without compensation. There shall be no other Honorary Director. The Honorary Director shall, at her option, be elevated to the position of Director Emeritus.

SECTION 15}
SECTION 14 – DIRECTOR EMERITUS: The title of Director Emeritus shall be bestowed to a living past Director of the League who has been instrumental in the growth and vitality of the League. The Director Emeritus shall be included with the listing of the Board of Directors as it appears in its publication. The position of Director Emeritus is an honorary appointment and does not include the duties, responsibilities, or privileges described in Article III, Sections 1 and 2. The Director Emeritus shall be elected by a two-thirds (2/3) majority vote of the total Board of Directors. It is understood this title shall be given to persons for outstanding service of long duration to the League.

SECTION 2 – ELECTION AND TERM OF OFFICE: The officers of the Corporation shall be elected by the Board of Directors for terms of one (1) year at the Annual Meeting and hold office until their successors have been duly elected or appointed.

SECTION 3 – REMOVAL: Any officer may be removed by a two-thirds (2/3) vote of the total Directors whenever in their judgement the best interests of the Corporation shall be served.

SECTION 4 – VACANCIES: In the event of a vacancy in the Presidency, the Vice President shall assume the duties of such office for the unexpired term of the office. Vacancies occurring in other officers’ positions may be filled by appointment by the President, for the unexpired term of the office.

SECTION 5 – PRESIDENT: The President shall have the general care, supervision, and operation of the Corporation; preside at all Board of Directors Meetings and the Annual Meeting; perform all duties incident to the office of President and such other duties required by these bylaws and as may be prescribed by the Board of Directors; and serve as ex-officio member, with vote, on all Corporate committees.

SECTION 6 – 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 of Directors.

SECTION 7 – 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, prepare an annual budget, and perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or by the Board of Directors.

SECTION 8 – SECRETARY: The Secretary shall keep the minutes of the Meetings of the Board of Directors and the Annual Meeting, give notice of all such meetings in accordance with these bylaws 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.

SECTION 9 – EXECUTIVE DIRECTOR: The Executive Director shall assist and support the Corporation in the development and execution of policies, programs, plans, and objectives necessary to carry out the purposes of the Corporation; manage all staff operations within the framework of decisions made by the Board of Directors; and serve as ex-officio member, without vote, on the Board of Directors and all Corporate committees. The Board of Directors shall prescribe the method of appointment of the Executive Director.

SECTION 2 – APPOINTMENT: The President shall recommend to the board, appointees to serve as chair person and members of committees from among Directors, interested and qualified members, professional advisors, and friends of the Corporation with said appointments subject to confirmation by the majority vote of the Directors.

SECTION 3 – EX-OFFICIO MEMBERS: The President and the Executive Director shall serve as ex-officio members on all committees.

SECTION 4 – REMOVAL: Any member of a committee may be removed by the President whenever the President judges the best interest of the Corporation will be served. Any member of a committee may also be removed by a two-thirds (2/3) vote of the Board of Directors.

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.

SECTION 6 – QUORUM: A majority of the whole committee shall constitute a quorum. The act of the majority of the committee members present at the meeting at which a quorum is present is the act of the committee.

SECTION 7 – EXECUTIVE COMMITTEE: The Executive Committee of the Board of Directors shall consist of the officers of the Corporation and another Board member, elected by the Board. The Past President shall serve as a member of the Executive Committee, ex-officio, without vote for a period of one year. This committee shall have the power and authority to act for the Board except as prohibited by law or these bylaws. By majority vote of its members, the Board may at any time revoke any or all of the authority so granted. The committee shall keep regular minutes of their proceedings and report the same from time to time as the Board may require.

SECTION 2 – EMPLOYEES AND AGENTS: The Corporation may, to the extent authorized by the Board of Directors and permitted by applicable law, indemnify any employee or agent of the Corporation who is not a Director or Officer of the Corporation.

SECTION 3 – NON-EXCLUSIVITY: Any right of indemnification under Section 1shall not be exclusive of other rights to which a Director or Officer may be entitled by law. Indemnification under Section 1 or Section 2 may be retroactive to the fullest extent permitted by law. This Article shall not be construed as a limitation on the authority of the Board to advance Corporation funds for reasonable expenses, including attorneys’ fees.

SECTION 2 – DEPOSITS: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 3 – CHECKS: All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4 – LOANS: No loan shall be made to this Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

SECTION 2 – FINANCIAL STATEMENTS: At the end of the accounting year, the books of the Corporation shall be closed and financial statements prepared for that year. Such financial statements shall be audited, reviewed or compiled as determined by resolution of the Board of Directors by an Independent Auditing Firm, the partners of which are certified public accountants. The balance sheet of such financial statements shall be audited at least once every four years. Such financial statements shall be promptly submitted to the Board of Directors upon completion.

SECTION 2 – SEAL: The Board of Directors may provide a Corporate Seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and words “Corporate Seal, State of Illinois.”

SECTION 3 – LOANS TO OFFICERS , DIRECTORS, EMPLOYEES AND MEMBERS PROHIBITED: No loans shall be made by the Corporation to any of its officers, directors, employees, or members.

SECTION 4 – RULES: The Board of Directors may adopt, amend, or repeal Rules not inconsistent with these bylaws, for the management of the internal affairs of the Corporation and for the governance of its officers, agents, committees, and employees.

The Bylaws have been changed many times more since this article was written in 2004. These changes have further restricted the rights of members. See what else has changed in LAB Bylaws.

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