(Approved by the MassBike membership, 12/22/05)
(Amended by the Board of Directors, 10/4/10)
The name of the corporation is Massachusetts Bicycle Coalition, Incorporated, referred to herein as MassBike.
The purpose of MassBike is to promote the bicycle as a safe, healthful, enjoyable, efficient, and environmentally sound means of transportation, to seek to establish an atmosphere which enhances those desirable qualities of bicycle transportation, and to serve and protect the interests of the bicycling public. The primary means of achieving these goals is the education of bicyclists and motorists as to safe riding skills, good driving habits with regard to bicyclists, and the rules of the road. MassBike shall also advance its purposes through the sponsorship of public events, through the dissemination of information to the public, through cooperative activities with other organizations, through encouragement of favorable actions by government and private industry, through publicity of the benefits of cycling, and through other suitable means.
1. A person is considered a member in good standing when membership dues, as set by the Board of Directors, are current.
2. Any two (but not more than two) adults residing at the same address may elect to become family members and pay the family membership fee set by the Board of Directors. Two membership cards shall be sent with each family membership.
The affairs of MassBike shall be administered the Executive Director, the Board of Directors, and by the Officers, as prescribed herein.
V. Board of Directors
1. Composition of the Board
a. The Board of Directors shall consist of at least seven Directors, the total number to be determined by the current Board, who shall be elected by the general membership. The President shall be elected by the Board from among its members during his or her term of office. The Board shall determine the number of new members to be elected each year.
b. The term “Director” as used herein shall include the President as well as the six or more persons elected by the membership.
c. Directors shall be eligible for election or appointment to any officer position, or to any committee.
d. The Board shall meet within six weeks of its election, and shall elect its President at that meeting.
2. Election of Directors
Prior to November 1 of each calendar year, the Board shall appoint a Nominating Committee to identify and recruit candidates for the Director positions whose terms start in the next calendar year. The Nominating Committee shall be comprised of a subset of the Board, and shall nominate prospective directors to appear on the ballot, whose candidacy shall then be voted upon by the membership. Prior to December 10 of each calendar year, a ballot will be mailed to all members in good standing. Each individual member shall receive one ballot and each family membership shall receive two ballots. The ballot may be included as part of a mailing of other items. The ballots for Directors will contain the name and a brief biography of each candidate and a place to mark approval (“YES”) or disapproval (“NO”) of that candidate. Only ballots received by a date determined by the Nominating Committee and printed on the ballot shall be counted.
3. Terms of office
a. The term of office of the Directors shall be three consecutive years.
b. The term of newly elected Directors begins at the first meeting of the Board following the election.
c. A Director may not serve more than two full three-year terms in succession.
d. The term of the MassBike President shall be determined by the Board.
If a Director resigns or is removed from the board, the President may nominate a replacement. If confirmed by majority vote of the Board, such person shall serve as a Director for the remainder of the former Director’s term.
a. The Officers of the Board shall include a President, a Vice President, a Recording Secretary, a Treasurer, and such other officers that the Board shall create. Except for the Recording Secretary, such officers shall be elected from among the Directors.
b. The President shall be responsible for ensuring that the Board performs its duties under these Bylaws. If the Executive Director cannot perform any of the duties required by these Bylaws, the President or his or her designee shall do so. The President shall also serve as Chair of the Executive Committee.
c. The Vice President shall preside at Board meetings when the President is not present and assume the responsibilities of President, if the President resigns, for the duration of the President’s term of office.
d. The Recording Secretary shall record and distribute minutes of all official meetings of the Board.
e. The Treasurer shall assist the Executive Director in maintaining the financial records of the organization and shall chair the Budget Committee, which shall prepare an annual budget.
6. Duties of the Board of Directors:
a. Devotion of substantial time, expertise, and/or money towards advancing MassBike’s purpose.
b. Selection of the President by majority vote.
c. Establishment of MassBike policies in accordance with Section II above.
d. Evaluation and approval of MassBike budgets and general plans.
e. Submission of an Annual Report at the Annual Meeting.
f. Selection of an Auditor, who shall make periodic and independent audits of the financial records of MassBike and render a report of findings to the Board.
g. Oversight of duly established MassBike Chapters, including ensuring that they follow the policies of the Board of Directors and work towards advancing MassBike’s purpose.
h. Amendment of the Bylaws when appropriate. Changes in the Bylaws shall require a 2/3 majority of a valid board vote.
7. Additional Duties of Directors
In addition to those duties specified above, Directors shall have the following responsibilities:
a. Each Director shall keep current with membership dues. A Director who has failed to pay membership dues one month beyond the expiration date shall be subject to a vote of removal in accordance with Art V, Sect 11 below.
b. A Director who cannot attend a regularly scheduled meeting of the Board shall so notify the Executive Director or the Board President.
c. Directors shall assist with the finances of the organization through fundraising, membership recruitment, events, and contributions. Recognizing the importance of building a solid financial future for MassBike, it is required that each Director shall fulfill an annual fundraising commitment at an amount set by the board. Any Director who has not fulfilled this commitment by December 31 of each year in which he or she serves on the Board shall be subject to a vote of removal in accordance with Art V, Sect 11 below.
d. In addition to providing strategic guidance, each Director must commit to taking an active role in assisting MassBike in fulfilling its purpose, based on the organization’s needs and their skills, interests, and backgrounds. This commitment shall include:
i. Significant involvement in major board-driven events.
ii. Dutiful service on at least one board committee or task force.
iii. Active recruitment of general members.
e. Directors shall serve with integrity, in a professional and collegial manner. Directors shall recuse themselves from any discussion in which a conflict of interest may arise.
8. Meetings of the Board
a. The Board shall meet at such times as the President shall designate, or when one-third of the Directors request that a meeting be called. At least four meetings shall be held each year.
b. The President shall be responsible for notifying the Directors of a scheduled meeting, at least ten days prior to such meeting, unless the ten-day notice has been waived by all Directors.
c. A quorum of the Board shall consist of over 50% of the directors.
d. In the event that a Director is absent from more than one board meeting within a year, the board shall vote on sustaining his or her board membership at the motion of any board member.
9. Voting by the Board of Directors
a. Votes by the Board shall be taken at regularly scheduled meetings, except that votes may also be taken following the procedure described in Section d of this article.
b. A quorum (over 50% of the Directors; See Art V, Sect 8b above) is required for any vote at a regularly scheduled meeting of the Board, except that a quorum is not needed for a vote to remove a Director as specified in Art V, Sect 11b. below.
c. Votes may be taken other than at a scheduled Board meeting only by using the following procedure:
1. A majority of the Executive Committee may propose motions for the Board of Directors. Members shall be informed of such motions by the Motion Warden, who is the President or his or her designee.
2. Motions shall be distributed via e-mail, telephone, or delivered by messenger or post, or members shall be informed of the motion in person. The Motion Warden shall attempt to contact all Board members, and shall report to members the official text of the motion, the initial time period for voting on the motion, and the name of and contact information for the Collector of Votes. The Motion Warden shall record the date when all attempts to contact each member have been completed.
3. The Collector of Votes shall be the President, unless the President designates another Collector.
4. Unless otherwise specified by the Executive Committee, the initial time period for voting on a motion is seven days, starting on the date noted by the Motion Warden in 2 above.
5. Each member may vote on each motion with a `yea’ or `nay’ vote, or inform the Collector of Votes of her/his desire to abstain from voting on a particular motion. The Collector of Votes may receive member votes and abstentions via e-mail, telephone, or by messenger or post, or members may respond to the Collector of Votes in person.
6. After the initial time period for responding has passed, the Collector of Votes shall inform the President and the Motion Warden of the initial vote tally. If the initial vote tally indicates that a majority of members of the Board have voted in favor of a motion, the motion is approved, unless challenged. If the initial vote tally indicates that a majority of members of the Board have voted against a motion, the motion is rejected, unless challenged.
7. If a motion is neither approved nor rejected under 6 above, the Motion Warden will make a second attempt to contact members who have not responded as specified in 5 above. The Motion Warden will attempt to contact a non-responding member using one or more of the methods described in 2 above, but at least one of these second contact attempts will employ a method not already used to contact that member. The Motion Warden shall report to these members the official text of the motion, the secondary time period for voting on the motion, and the name of and contact information for the Collector of Votes. The Motion Warden will record the date when all such second contact attempts have been completed.
8. Unless otherwise specified by the Executive Committee, the secondary time period for voting on the motion is seven days, starting on the date noted by the Motion Warden in 7 above.
9. If the combined results of the initial and secondary vote tallies indicate that a majority of members of the Board have voted in favor of a motion, that motion is approved, unless challenged. Otherwise, the motion is rejected, unless challenged.
10. The Results Reporter shall be the President, unless the President designates another Reporter.
11. The Results Reporter will attempt to report to Board members and to the Executive Director the initial vote tally, and if a secondary vote is taken, the secondary vote tally, and will also report whether the motion has been approved or rejected. These reports shall identify each member with her/his vote, or indicate that a particular member or members abstained or failed to return their votes. Such reporting shall be conducted via e-mail, telephone, or delivered by messenger or post, or members shall be informed of these results in person. The Results Reporter shall record the date when all such attempts to report have been completed.
12. Members may challenge the vote tallies and/or results reported in 11 above for one or both of two reasons:
a. The member asserts that the vote was recorded incorrectly; or,
b. The member asserts that s/he had insufficient time to consider a particular motion, and the length of either the primary or secondary voting time periods was less than seven days.
A member who submits a challenge shall report the reason for the challenge, and her/his `yea’ or `nay’ vote, or her/his abstention. Valid challenges shall be submitted to, and must be received by a member of the Executive Committee within the challenge period of seven days, starting on the date noted in 11 above.
13. Challenges may be submitted via e-mail, telephone, or delivered by messenger or post, or an Executive Committee member may be informed of any challenges in person. The Executive Committee may also accept challenges for other reasons, or may accept them outside of the challenge period, at its discretion.
14. The Results Reporter will attempt to report to Board members and to the Executive Director the final vote tally, incorporating any changes to the initial or secondary tallies resulting from challenges under 13 above, and will inform the Executive Director and Board members whether the motion has been approved or rejected. Such reporting shall be conducted via e-mail, telephone, or delivered by messenger or post, or members shall be informed of these results in person.
d. A simple majority of votes cast is required for a measure to pass, unless otherwise specified herein.
10. Limitation of liability. Pursuant to the provisions of Chapter 180, Section 3 of the General Laws of Massachusetts, persons serving as Directors of Massachusetts Bicycle Coalition, Inc. (dba MassBike) may not be held personally liable for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability. This exemption does not extend to (a) any breach of the Director’s duty of loyalty to the Corporation or its members, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (c) any transaction from which the Director derived an improper personal benefit. As stated in Chapter 231, Section 85K of the General Laws of Massachusetts, No person who serves as a director, officer or trustee of an educational institution which is, or at the time of the cause of action arose was, a charitable organization, qualified as tax-exempt organization under 26 USC 501(c)(3), and who is not compensated for such services, except for reimbursement of out of pocket expenses, shall be liable solely by reason of such services as a director, officer or trustee for any act of omission resulting in damage or injury to another, if such person was acting in good faith and within the scope of his official functions and duties, unless such damage or injury was caused by willful or wanton misconduct. The limitations on liability provided by this section shall not apply to any cause or action arising out of said person’s operation of a motor vehicle.
11. Removal of Directors
a. Directors may be removed from the Board by a majority vote of the Directors for any of the following reasons: failure to meet the annual fundraising commitment for Directors; failure to actively serve on at least one board committee; failure to actively participate in major board-driven events; or unprofessional or inappropriate conduct in the performance of board duties.
b. Directors may be removed from the Board by a majority vote of the Directors present at a meeting irrespective of a quorum for the following reasons: failure to remain current on membership dues or failure to attend scheduled board meetings.
1. The Officers of the Board shall constitute the Executive Committee.
a. The Executive Committee shall conduct the business of the corporation and make any decisions necessary to do so between meetings of the Board of Directors and when the Board cannot be assembled for a meeting.
b. The Executive Committee shall interview and, with the approval of a majority of the members of the Board of Directors, hire the Executive Director.
2. The Board shall constitute ad hoc Nominating and Budget Committees annually to accomplish the tasks specified for them elsewhere herein (Art V, Sects 2 and 5).
3. The Board may create other standing or ad hoc committees that include as members both Directors and general members.
4. The Board shall appoint a chair for each committee, except for the Executive, Nominating, and Budget Committees, whose Chairs are prescribed herein.
5. Each committee chair, except those of the three committees specified in 4 above, shall submit a statement of purpose of the committee for the approval of the Board.
6. Each committee chair, or his or her designee, shall deliver a report of activities since the previous Board meeting at every official meeting of the Board.
VII. Executive Director
a. The Executive Director is a member ex officio of the Board of Directors.
b. The Executive Director shall prepare and mail the ballots, and tally the votes in elections of Directors, and notify the Board and the candidates of the results.
c. The Executive Director shall perform other duties and tasks as specified elsewhere herein and as assigned by the Board.
d. The Executive Director shall be the organization’s official spokesperson. The spokesperson’s statements shall reflect official MassBike policy, as set by the Board of Directors. If comments are required on a matter for which policy has not been determined, the spokesperson shall consult with the Board to determine an appropriate response. In the event that the Executive Director post is vacant or the Executive Director cannot be reached, the organization’s official spokesperson shall be the President or his/her designee. Any board member who speaks to the media on behalf of the organization shall do so in accordance with MassBike policies and shall inform the official spokesperson of the media contact.
e. The Executive Director, in consultation with the Board of Directors, shall interview and hire all MassBike staff members. All funding for such positions must have been previously approved by the Board of Directors.
VIII. Advisory Board
MassBike shall have an Advisory Board to assist in fulfilling the organization’s purpose. Advisory board members will not have a fiduciary responsibility to MassBike, but will serve as resources on an ad-hoc basis. Terms shall be one year long and renewable. There shall be no minimum or maximum number of Advisory Board members. Advisory Board members may be proposed by the Board of Directors or by the Executive Director, and shall be approved by a majority vote of the board.
1. These Bylaws may be amended by simple majority vote of the Directors present at a meeting of the Board. Such amendments shall become effective upon approval.
2. An amendment may also be proposed by any member who presents to the Recording Secretary a petition signed by at least ten percent (10%) of the members. The proposed amendment shall be discussed and perfected as to form by the Board of Directors or by a Committee appointed by the sponsor of the amendment. This reviewing body shall deliver it in final form to the Recording Secretary, who shall mail it first class within 21 days to each member. Such an amendment shall be approved only by an affirmative vote of two-thirds of the membership ballots returned within 21 days after mailing, abstentions not being counted. The amendment, if approved, shall become effective on the first day of the next month.
MassBike may effect its own dissolution only upon the Board’s presentation of a ballot with this proposal to the members, by first class mail. An affirmative vote of two-thirds of the ballots returned within 21 days shall be required, abstentions not being counted.