Cycle Brookfield By LawsCycle Brookfield Constitution and By Laws
May 15, 2021
ARTICLE I - NAME AND TYPE OF ORGANIZATION
The name of this organization shall be Cycle Brookfield. The type of organization shall be a non-profit, tax-exempt organization under section 501(C)(3) of the Internal Revenue Code.
ARTICLE II - PURPOSE
Cycle Brookfield believes in the Power of Bicycles and seeks to expand fun and safe cycling through education, event organization and community support.
Cycle Brookfield does this through education, advocacy, and community building. We support:
more and safer bike lanes and bike routes in Brookfield
➢ more and better cycling connections to neighboring suburbs and Chicago
➢ more and more secure bike parking
➢ fun cycling events for riders of all ages and skill levels
➢ an active and inclusive community of cyclists
ARTICLE III - MEMBERSHIP DUES
Section 1 - Memberships
Subject to the following paragraphs, membership in Cycle Brookfield is open to anyone interested in bicycling.
1. Anyone 16 years of age older is eligible for individual membership. An individual, senior or supporter membership is entitled to one vote.
2. A family membership is available to all adult and youth (under 18 years of age) members of a family. A family membership is entitled to two votes, if two or more adult family members are present. Household members under age 18 may participate in non-voting club activities when: (a) accompanied by a parent or guardian; and, (b) with a parent/guardian signed waiver for the activity on file with the club.
3. The Club reserves the right to cancel any membership at any time for conduct detrimental to the image of the Club; for continual failure to observe the Rules of the Road; for compromising the safety of either the member or fellow riders; or for failure to maintain equipment in a safe and road-worthy condition. A member may be suspended for thirty days from all member rights, privileges, and activities including voting rights by a four-fifths vote of the then elected and qualified Board of Directors. The member facing suspension shall be notified of pending Board action by certified mail at least forty-eight hours before commencement of the meeting. Any members shall be allowed to attend the disciplinary Board meeting. Grounds for discipline may be disregard for safety on club rides, misuse of club funds or property, or misrepresentation of club policy. A member may be expelled for one year or permanently from all membership privileges and activities, including voting rights by a vote of a majority of members present at the annual meeting. Expulsion may not be voted upon by the membership unless placed before the membership by a four-fifths vote of the then elected and qualified Board of Directors and after announcement in the club newsletter that expulsion of the named member on specified grounds shall be considered at the next annual meeting.
Section 2 - Dues
1. The fiscal year will begin on January 1st and end on December 31st.
2. Board of Directors (“Board”) will recommend the yearly dues at the annual meeting, which will be ratified by the general membership.
3. Renewal dues shall be paid by December 31st for the next year's membership. Members must be current with their dues to be eligible for:
b. Member Only Events
c. Member Only Rides
d. Member Perks
4. Dues from new members who pay between October 1st and December 31st will cover the balance of the current fiscal year and the following fiscal year.
5. Members must be in Good Standing with dues current to be eligible to vote.
Section 3 - Liability Waivers
1.At the time of membership application and before a membership is effective, and upon each annual renewal thereof, each member must sign a waiver in the form as is currently in use by the Club assuming full responsibility for any accident, damage, injury, or loss incurred at any Club sanctioned ride or activity. A parent or guardian must sign a waiver for each child under 18 years of age.
2. Members under the age of 16 must be accompanied by an adult member of the Club for all Club sanctioned activities.
All club sanctioned activities that invite or allow non-club participants shall require the non-club participant to sign a waiver of club liability. The under age 18 club rules shall apply to non-club participants as well; requiring both parental participation and a signed waiver for the minor participant(s).
ARTICLE IV - OFFICERS & DUTIES
Section 1.1 - Officers
The elected officers of this Club will be:
➢ Vice President
All elected officers must be adult members of the club.
Section 1.2 - Directors
The non-elected Directors of this Club will be:
➢ Ride Director
➢ Social Outreach Director
➢ Advocacy Director
➢ Membership Director
All Directors must be member of the club 18 years of age or older. Directors are appointed by Officers of the Club.
Section 2 - Duties
1. The President will be the presiding officer at all Club meetings and Executive Board meetings and will be an ex-officio member of all committees, except the nominating committee.
2. The Vice President will preside at Club and Executive Board meetings in the absence of the President.
3. The Secretary will keep all official corporate records, conduct all official club correspondence and take minutes at club meetings. The Board may appoint an Assistant Secretary to perform the Secretary’s duties in the absence of the Secretary.
4. The Treasurer will be the custodian of club funds. The treasurer will write a budget for each year; will provide a financial report for each meeting. The Treasurer will file tax returns in a timely manner and will prepare and file any documents necessary to maintain the Club’s non-profit tax-exempt status. The treasurer may make expenditures of club funds for regular and budgeted expenses within the expense approval guidelines. The treasurer may approve any club expenditure less than $300. The board must approve any expenditure greater than $300. Paid receipts, invoice or other written evidence of the expenditure shall support all expenditures. The board will approve the annual budget. All checks require two (2) signatures. The signatories will be the President and Treasurer.
5. Ride Director is responsible for the Club's ride schedule and route, setup a seasonal ride calendar, recruit ride leader and police escorts, and organize dates and times for rides.
6. Social Outreach Director leads the planning and execution of engagement and outreach actions and activities with community.
7. Advocacy Director leads the advocacy efforts, creates strategies to engage leadership, membership and community and builds partnerships to advance policies.
8. Membership Director will collect and process all membership applications, transmit all dues to the Treasurer, maintain membership liability waivers and provide a mailing list solely for use by the Club. The Membership Coordinator will maintain a membership database and administer the mailing list server.
1) Any vacancies which may occur shall be filled by a majority vote of the Executive Board and the person filling the vacancy shall hold the office until the next election of officers.
2) One person may hold two or more offices, except President.
Section 3 - Executive Board
The Executive Board shall consist of the four elected Officers and one non-elected Director. Any Officer or Director not fulfilling their duties appropriately may be removed by a majority vote of the Executive Board, and a replacement to complete said term of office shall be appointed by the Executive Board.
Section III – Limited Liability of directors, officers and persons who serve without compensation.
(a) No director or officer serving without compensation, other than reimbursement for actual expenses shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer unless the act or omission involved willful or wanton conduct.
(b) No person who, without compensation other than reimbursement for actual expenses, rendering service to or for Cycle Brookfield shall be liable, and no cause of action may be brought, for damages resulting from an act or omission in rendering such services, unless the act or omission involved willful or wanton conduct.
(c) As used in these by-laws “willful or wanton conduct” means a course of action which shows an actual or deliberate intention to cause harm or which, if not intentional, shows an utter indifference to or conscious disregard for the safety of others or their property.
(d) Nothing in this section is intended to bar any cause of action against the corporation or change the liability of the corporation arising out of an act or omission of any director, officer or person exempt from liability for negligence under this Section.
Section IV – Indemnification of officers, directors, employees and agents; insurance
(a) Cycle Brookfield shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Cycle Brookfield) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Cycle Brookfield, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of Cycle Brookfield with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
(b) Cycle Brookfield shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Cycle Brookfield to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of Cycle Brookfield, or is or was serving at the request of Cycle Brookfield as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Cycle Brookfield, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to Cycle Brookfield unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b) above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests Cycle Brookfield.
(d) Any indemnification under subsections (a) and (b) hereof (unless ordered by a court) shall be made by Cycle Brookfield only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) or (b) above. Such determination shall be made with respect to a person who is a director or officer at the time of the determination by any of the following alternatives: (1) by the majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of the directors designated by a majority vote of the directors, even though less than a quorum, (3) if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or (4) by the members entitled to vote.
(e) Expenses (including attorney’s fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Cycle Brookfield in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by Cycle Brookfield Cycle Brookfield as authorized in this Section. Such expenses (including attorney’s fees) incurred by former directors and officers or other employees and agents may be so paid on such terms and conditions, if any, as Cycle Brookfield deems appropriate.
(f) The indemnification provided by the Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) Cycle Brookfield may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Cycle Brookfield, or who is or was serving at the request of Cycle Brookfield as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Section.
(h) If Cycle Brookfield indemnifies or advances expenses under subsection (b) of this Section to a director or officer, the corporation shall report the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of the members entitled to vote.
(i) For purposes of this Section, references to Cycle Brookfield shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
(j) Errors and Omissions Insurance. Cycle Brookfield shall provide and maintain in full force and effect at all times “Errors and Omissions” insurance for the Directors, Officers, Employees and Managers of the club.
ARTICLE V - MEETINGS & QUORUM
Section 1 - Meetings
1. The time and place of regular membership, Executive Board, and special meetings shall be determined by the Executive board. An annual membership meeting will be held at the end of the fiscal year, at which time elections will take place in a location to be determined.
Section 2 – Quorum
A quorum for membership meetings shall consist of 25% of the membership. A quorum for the Board shall consist of 3 members.
ARTICLE VII - ELECTIONS
Election of officers shall be held at the Annual Meeting for a one-year term. The nominating committee, appointed by the President, shall present a list of candidates for the offices to be filled at the Annual meeting. Additional nomination, with the nominee's approval, may be received from the floor up until the time of election. Election is by a majority of members present. All officers shall assume their positions on January 1st.
ARTICLE VIII - AUTHORITY AND AMENDMENTS
Section 1 - Authority
The authority for all matters of procedure not covered by the Club's constitution shall be Robert's Rules of Order, Revised.
Section 2 - Amendments
These articles may be amended by a two-thirds vote of members present at a regular meeting, provided that the proposed changes have been presented at the previous regular meeting and also included in the Club e-newsletter immediately preceding the regular meeting at which the vote is to be taken.
Articles of the Corporation or By-Laws may be amended as follows:
1. The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on amendments which may be either an annual or a special meeting;
2. Written notice setting forth the proposed amendment, or a summary of the changes to be adopted, shall be given to each member entitled to vote as set forth in these by-laws or otherwise provided by law in the Illinois Statutes.
3. Notice of members’ meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.
4. Amendments shall be approved by a 2/3 vote of members, a quorum being present, at a regular meeting, or at a specially convened meeting.
ARTICLE IX - DISSOLUTION
The Club may be dissolved by the vote of two-thirds of the members present at a special meeting of the Club called especially for the purpose of dissolution of the Club on a date not less than thirty days after the call for such meeting is published in the Club e-newsletter. Upon dissolution, any financial assets of the Club will be donated to bicycling-related charities to be chosen by the Executive Board.
Section I – Safety
• All riders shall wear approved cycling helmets on all club rides without exception.
• All riders shall follow the rules of the road. Any unsound equipment will be barred from club rides.
• Any rider acting in an unsafe manner shall be removed from the ride at the discretion of the ride leader.
• Use of earphones is not permitted on club rides.
• Use of aero bars is barred on club rides.
Section II – Club Rides
Rides are planned and routed by the Ride Director. A ride consists of two or more riders participating in any posted ride on the Cycle Brookfield schedule.
Section III – Illinois Law
Illinois law shall apply where a conflict arises.
Section IV – Discrimination
This club shall not discriminate against any potential member, or member based on race, color, religion, sex, national origin, age, marital status, sexual orientation or disability. This club shall not discriminate on any of the above grounds when hiring, contracting, or engaging in any business outside the club.
Cycle Brookfield is a 501c3 non-for-profit advocacy group with a mission to make cycling, walking, and driving safe and enjoyable for all. We encourage all cyclist to wear helmets and light up their bike.