The recommended Bylaws presented here are based on
the Bylaws as they were prior to the drastic changes made secretly by the Board
in 2003, except that the non-controversial removal of references to the Honorary
Director (who retired in 2003) has been retained.
The reforms recommended here are urgently needed for the League to survive a
leadership crises. The reforms will protect the rights of the members from
being usurped by a faction that has subverted the purpose of the
organization. Under normal circumstances, a members’ referendum will not
be needed and petition candidates will be rare. Under normal
circumstances, the Nominating Committee seeks candidates that reflect the wishes
of members. Circumstances are not normal now. Please help to return
the League to normal.
In Section 2 below, note strengthening and clarifying language to emphasize the traditional League values: educating the public about the best practices of cycling, protecting rights of cyclists, organizing rallies and helping local cycling advocacy organizations. Without this language the League becomes just another Washington lobbying and fundraising group.
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:
SECTION 3 – POWERS: The Corporation shall have such powers as are now, or may hereafter be, granted by the Illinois Not For Profit Corporation Act, its Articles of Incorporation, and these bylaws.
SECTION 2 – ELIGIBILITY: Payment of dues entitles one to membership in the Corporation. Membership is open to everyone interested in bicycling without regard to race, creed, sex, age, national origin, or religious preference.
SECTION 3 – CLASS OF MEMBERSHIP: The Corporation shall have Regular class and Supporting class of membership. The Board of Directors may establish types of membership within each class of membership as the Directors may deem to be in the best interest of the Corporation.
SECTION 4 – DUES: The Board of Directors shall establish the dues for each type within a class of membership. Non-payment of dues terminates membership.
SECTION 5 – VOTING AND REFERENDUM PETITION RIGHTS: An individual member shall have one vote. A family membership shall have two votes.
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.
{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). 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,}
a Director elected from a region,
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.
The controlling faction has often operated in
secret. The provision below will bring badly needed “sunshine” to the
Board.
All meetings of the Board shall be open to interested members.
Minutes of all meetings must be promptly and conveniently available
to the membership, such as by posting them on the League’s web pages.
Minutes must be available not later than 30 days after each Board
meeting and must remain available for at least two years.
Only sensitive personnel matters or other issues that are required by
law to be confidential may be conducted in secret and not disclosed
to the membership.
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.
The controlling faction now appoints five of
twelve directors and controls the Nominating Committee. We must ensure that
“dissident” candidates have a fair chance to compete.
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. This report must list all
candidates considered for nomination, and the committee’s assessment
of the strengths and weaknesses of each.
At least one month before the Nominating Committee meets, the
League must publish an article about an upcoming election in the
League’s magazine or through a mailing to all members and also on
the League’s web site. This article must describe the process for
nominating candidates, invite members to apply for nomination and
explain the process to qualify for the ballot via petition.
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 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
who hold a Regular membership and reside in that same Region.
Such petitions shall be submitted within
{thirty (30)}
forty five (45)
days after acceptance by the Board of the Nominating Committee’s
report.
The League must make a good faith attempt to assist any petition
candidates in contacting members to obtain signatures. All candidates
or potential candidates along with contact information must be shown
on the League’s Web page and in any regular notification, including
email announcements sent to members. The name and contact information
for any member seeking nomination by petition must be published on
the League’s web site within 15 days after a candidate notifies the
Nominating Committee of an attempt to solicit ballot petitions.
The provisions added below will ensure that
never again will any candidate or faction buy an election by sending an
expensive “sneak attack” mailing or steal one by vote fraud. See section about
The LAB Election Scandal of
2003
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.
All candidates must be described fairly on the ballot. The
fact that a candidate was recommended by the Nominating Committee
may be mentioned only once on the ballot. The order of candidates
on the ballot must be determined by lot.
The election process must be protected against vote fraud.
Staff and directors must not have access to the ballots before
they are counted. Ballots that do not include both the voting
member’s signature and membership number must be rejected and not
counted.
All candidates seeking office shall be given equal opportunity
to solicit votes from members and must be given equal coverage in
the League magazine, website and any other communication about the
election from the League.
During the period that ballots are being solicited, each candidate
must be allowed up to two opportunities to contact members by e-mail.
If any candidate or supporters of any candidate wishes to solicit
votes via direct mail, at least two weeks advance notice must be
given to all competing candidates before any such solicitation may
be sent and all competing candidates must also be given an
opportunity to supply a one-page response that must then be included
in the mailing without charge to the competing candidate(s).
All candidates (or their representatives) must be allowed to
observe the opening and counting of the ballots and to challenge any
suspicious ballots. Both ballots and envelopes used to mail the
ballots must be retained for one year following announcement of the
results of the election.
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.
The current recall provision is so difficult
that even corrupt directors are immune. We seek a reasonable
balance.
SECTION 10 – REMOVAL: Any Director
{elected by the members}
may be removed by a
{two thirds (2/3)}
majority vote of
{the votes present and voted, in person or by proxy, of
those}
the members
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)}
two (2)
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.}
the appointed Director must be a member of the League
and if the vacancy being filled is that of a Director elected by
region, the appointee must reside in that region. If the unexpired
term of office is fifteen (15) months or less, the appointed
Director shall serve the unexpired term. Otherwise, the appointed
Director shall serve only until a new Director is elected by the
members eligible to vote for that position.
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. The Honorary Director
retired and requested emeritus status in March 2003.
{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.
The president has abused his power to purge
dissident members of the Education Committee. This change will help curb such
abuses.
SECTION 4 – REMOVAL: Any member of a committee may be removed by the President subject to the consent of a majority of the Directors 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.
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League of American Bicyclists |
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Revised 25 Oct 2004