Adopted Bylaws:






Section A.  The name of the organization shall be Stockton Bicycle Club, Inc. and the Organization shall be referred to in these By-Laws as the "Club."


Section B.  The Club shall be incorporated as a not-for-profit corporation under the laws of California.


Section C.  The Principal Office of the Club will be listed as the address of the current President for legal service with the Secretary of State, with a mailing address of Post Office Box 4702 Stockton, California 95204.


Section D. The Board of Directors is hereby granted authority to change the address of the principal office of the Corporation within the County of San Joaquin, CA or abutting county. Any such change shall be noted by the secretary in these By-Laws, but shall not be considered an amendment of these By-Laws.




Section A.  The objectives of the Club are:

1.  To promote interest in bicycling; to

            a.  Encourage and facilitate recreational bicycling

            b.  Promote bicycling as a means of transportation.


2.  To increase the awareness of the need for a safe bicycling environment and promote the practice of safe bicycling techniques.


3.  To express the views of members of the Club in connection with legislative and administrative proposals relating to equipment requirements for bicycles, the establishment and maintenance of bicycling facilities, traffic regulations, or other measures affecting bicycling, but not to support or oppose any political candidate.


4.   To promote and protect the rights of bicyclists.


5. To gather and publish information about bicycling, bicycle clubs and their activities and other information related to bicycling in the form of a monthly newsletter.


Section B. The Club through its Board of Directors shall engage in such lawful programs and activities and take such lawful action as may be deemed necessary and advisable by the Board of Directors to accomplish the objectives of the Club as stated in these By-laws. Before the Board of Directors may offer an endorsement on any ballot measure being put to a general public vote, the following conditions must be met:


1. The entire membership of the Board of Directors must be notified in writing or by e-mail of the intent to offer such endorsement at least one week before the Board may vote on the endorsement.


2. A description of the proposed endorsement must be prominently displayed on the Club’s web site at least one week before the Board may vote on the endorsement.


3. Two-thirds of the Board of Directors vote in favor of the endorsement before such endorsement may be made public.



Section A.  Categories of Membership.  There shall be three categories of membership , Regular, Life and Honorary.


1. Regular Membership.  Any person who supports the objectives of the Club is eligible to become an individual member of the Club.


2. Life Membership.  Life membership may be conferred by the Board of Directors on any person(s) who has rendered extraordinary service or who has made an outstanding contribution to the Club or any phase of bicycling. (To remain “active” and eligible to vote, members must attend at least one club function per fiscal year.)


3. Honorary Membership. This type of membership may be conferred on a person who has supported the club, or is an integral part of the bicycling community.  These memberships must be approved at an advertised Board or General Meeting and expire after one year, unless renewed.


Section B.  Voting Rights.  Each Regular member and Active Life member  shall have one vote,  Honorary members have no voting rights.


Section C. Application for Membership. Application for regular membership shall be made on application forms prescribed by the Board of Directors.


Section D.  Admission of Members.  Applications for membership may be approved by the Membership Director.  Applications shall be approved unless not properly made, or if the Membership Director has reason to believe that the applicant does not support the objectives of the Club.  Any recommendation for rejection on the grounds that an applicant is not a desirable person for membership must be referred by the Membership Director to the Board of Directors for final determination.


Section E.  Term and Renewal of Regular Membership.  Each regular membership in the Club shall be for a term of one year.


Section F.  Censure or Termination of Membership.  Any member of the Club may be censured or the Board of Directors may for good cause terminate any membership in the Club.  Good cause shall be the failure or refusal of a member to comply with these By-Laws or any act by the member that in the judgment of the Board of Directors is contrary to the interests of the Club or bicycling.  A member shall be notified in writing of the information which may be the basis for the censure or termination of membership and shall be given an opportunity to reply in writing or in person to the Board of Directors.  The Board of Directors may investigate the basis for the recommendation for censure or termination of membership.  An affirmative vote of 2/3 of the Directors voting shall be required to terminate a membership.  A majority of the Directors voting may censure a member.




Section A.  Dues shall be assessed and are payable on October 1 of each year.  Notice of renewal will be sent by email or 1st class mail to all active members.  The membership director shall initiate other innovative communication methods to supplement this notice.  Non-payment of dues by October 31, shall automatically drop a member from the club rolls.  Should the former member later wish to renew in the current fiscal year, the full years dues will be assessed and he will not be considered a New member per section C of this Article.


Section B.  The amount of dues shall be adopted annually in October by the Board of Directors.  The board of Directors may allow a reduced rate for families.


 Section C.  Prorated Dues for New Members:  Two thirds of dues shall be assessed  between November 1-January 31, One half dues assessed  between February 1-May 31, and one third dues assessed between June 1-September 1. 




Section A.  Officers.  The officers of the Club shall be President, Vice President, Treasurer and Secretary.


Section B.  Board of Directors.  The four officers, and either 1 or 3 additional  directors shall comprise the Board of Directors. (The Board of Directors will maintain an odd number of directors.)


Section C.  Eligibility Requirements.  All officers and directors shall be selected from regular members.  An officer may hold up to two offices but the President may not hold the Secretary’s or Treasurer’s Office simultaneously.


Section D.  General Responsibilities of Board Members.  The Board of Directors shall be responsible for Club management and fulfillment of objectives.  Directors must be familiar with the Club, articles of incorporation, By-Laws, and the most recent edition of Robert's Rules of Order.  Directors must submit all copies of official club correspondence to the Secretary.  Directors should attend general Club meetings and Board of Directors’ meetings.


Section E.  Directors’ Duties.

1.  President.  The President shall be the chief executive officer of the Club and shall preside at meetings of the Club and of the Board of Directors with the right to vote.  The President shall communicate such matters, suggestions and recommendations to the members and to the Board of Directors as may in his or her opinion tend to promote the welfare and increase the usefulness of the Club.  The President is ultimately responsible for all Club activities.


The President shall appoint all committees and shall act as an ex officio member thereof, with the exception of the nominating committee.  In the event an officer or director is unable to complete his or her term of office, the President shall be empowered to fill such vacancy for the remainder of the term by appointment, subject to ratification by the Board of Directors.  He or she shall perform such other duties as are incident to the office of President or as may be prescribed by the Board of Directors.


The President shall prepare and submit a proposed agenda of all general and Board of Directors meetings to the Secretary within three days of the said meeting.


2.  Vice President.  The Vice President shall work in cooperation with the President and shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.  The Vice President may be delegated by the President to perform one or more of the duties of the President.  In the event of the resignation of the President during his term of office, the Vice President shall thereupon become President.


The Vice President shall arrange for special presentations at the general meetings. 


3.  Treasurer.  The Treasurer shall be responsible for the financial records of the Club.  The Treasurer shall keep an account of all moneys received and expended for the use of the Club and shall make disbursements for the Club.  The Treasurer shall maintain the necessary banking accounts and records, shall report all financial transactions at the Board of Directors or general meeting and shall be responsible for the filing of all appropriate tax reports.


4, Secretary.  The Secretary shall record and preserve the minutes of the general meetings and the meetings of the Board of Directors.


5. Ride Coordinator. The Ride Coordinator shall submit a calendar of rides or special events to the Newsletter Editor for publication every month and post them to the website. 


6. Directors at large.  An additional two (2) Directors may be created if necessary to conduct the business of the Club, and may be appointed by the President with approval of the Board of Directors, published as a Board Resolution.  Any such created and appointed Director at Large position will be required to stand for election at the next annual General Meeting.


Section F.  Term of Office.  The term of all offices shall be the fiscal year starting October 1 of one year through September 30 of the following.


Section G.  Vacancies.  The President, subject to approval of the Board of Directors, may fill any vacancy that occurs on the Board of Directors.


Section H.  Compensation or Reimbursement.  No Director shall be paid any compensation for any services to the Club, but the Board of Directors may authorize reimbursement for any expenses incurred by a Director in the performance of the duties of the office.


Section I.  Removal of Directors.

1.  Any Director who fails to attend two consecutive meetings of the Board of Directors without prior notice to the President shall be removed from the Board unless the Board votes not to remove the Director.


2.  Grounds for Dismissal.  The Board of Directors may remove a Director by a vote of 2/3 of the Directors on grounds of incapacity, failure to comply with these By-Laws, substantial failure to perform his or her duties as a Director or any act which is found to be contrary to the objectives of the Club.


3.  Notice.  Prior to the removal of a Director, there shall be submitted to that Director a written statement of the alleged grounds for removal and the Director shall be afforded an opportunity to answer such allegations in writing and to appear before the Board of Directors.


4.  Investigation.  The Board of Directors may investigate the basis for recommendation of the removal of a Director as it deems necessary or appropriate in the circumstances and may appoint a special committee for the purpose.


Section J.  Resignation.  Any Director choosing to resign should notify the President in writing.




Section A.  Nominating Committee.  Prior to August of each year, the President shall appoint a nominating committee consisting of 3 to 5 members.  No Director who is standing for re-election shall serve on the Nominating Committee.  The President shall serve as an advisor to the Nominating Committee.  It shall be the duty of the members of the Nominating Committee to propose a slate of Directors for the following year.  Additional nominations for Directors may be received from the floor at the annual meeting.


Section B.  Report of the Nominating Committee.  The report of the Nominating Committee shall be made in writing to the Board of Directors at the August Board meeting.  The slate shall be published in the September issue of the Club newsletter.  The duties of the Nominating Committee shall terminate upon completion of the election.


Section C.  Election.  The Officers and other Directors shall be elected individually to the positions defined in Article V by a majority of the voting members present at the annual meeting.  The Directors shall be elected in the same sequence as listed in Article V.




Section A.  General Meetings.  General meetings shall be held semi-annually on a day, time and location to be selected by resolution of the Board of Directors.  If the day of the regularly scheduled meeting falls on a legal holiday, that meeting shall be held on another day of that same month.


Section B.  Annual Meeting.  The annual meeting shall be the general meeting in September.


Section C.  Board of Directors Meetings.  The Board of Directors shall meet quarterly at a time and place designated by Board Resolution, and the Board may call for special meetings or cancel a scheduled meeting as needed to conduct the business of the Club. 


Section D.  Special Meetings.  Special meetings of the Board of Directors may be called by the President or by any two Directors.  Notice of each special meeting shall be communicated to the Board of Directors by telephone or written notice at least one day in advance of such meeting.


Section E.  Quorum for Board Meetings.  A simple majority of the Directors shall constitute a quorum at any regular or special meeting of the Board of Directors.


Section F.  Quorum for General Meeting; Proxy Voting.  A quorum for general meetings shall consist of at least 10 of the voting members.  Each member of the Board of Directors is a voting member for purposes of this requirement.   No proxy voting shall be permitted.




Section A.  Budget.  A Budget Committee composed of the Club officers, with the input of other Directors as needed, shall propose a budget to the Board of Directors prior to the Annual Meeting. The Board will provide a recommended budget to the Board-elect for their acceptance or modification at their October meeting.


Section B.  Expenditures.  No money shall be expended except in accordance with the budget as approved or amended by the Board of Directors.  The Board of Directors shall authorize the disbursement of all unbudgeted funds.


Section C. Independent Financial Review.  The Board of Directors shall arrange for an independent review of the financial records at least once per year.  Results of the review shall be presented at a Board meeting.




Section A.  Designation of Committees.  The President shall have power to create a committee and to define the functions of a committee and to terminate any such committee.


Section B.  Appointment of Committee Members.  The President shall appoint the Chair of each committee.  The Chair of the committee shall, with the approval of the Board, appoint the members of the committee.


Section C.  Term of Office.  Any member appointed to a committee shall serve for a term fixed by the President.


Section D.  Vacancies.  Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments.


Section E.  Duties.  Each committee shall perform the functions specifically for which it was created.


Section F.  Quorum.  A minimum of one-half of the members of a committee shall constitute a quorum.


Section G.  Reports.  Committees shall make written or oral reports to the Board of Directors  at  times as requested by any member of the Board of Directors.  No committee report shall be published or circulated to the members without the approval of the Board of Directors.


Section H.  Expenses.  No committee shall incur any expense beyond its appropriation without the consent of the Board of Directors, nor shall any committee commit the Club to any contracts or obligations without the approval of the Board of Directors.




Section A.  Contracts.  The President, with the approval of the Board of Directors, may enter into any contract on behalf of the Club which is consistent with the Club objectives and the policies established by the Board of Directors.


Section B.  Checks.  All checks shall be signed by a designated official of the Club and in such manner as prescribed by the Board of Directors.


Section C.  Deposits.  All funds of the Club shall be deposited in a financial institution the Board of Directors may select.




The fiscal year shall begin on the first day of October and end on the last day of September of the following year.



The rules contained in the most recent edition of Robert's Rules of Order shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with the By-Laws or any special rules of order the Club may adopt.




These By-Laws may be amended or repealed and new By-Laws may be adopted by a 2/3 majority of the members present at any general membership meeting provided that notice of such proposed changes is published in the newsletter and copies of such changes are made available 20 days  prior to the meeting at which the changes are to be submitted for a vote.




Section A.   Insurance for Corporate Agents.  The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.