Treasure Coast Cycling Association

Treasure Coast Cycling Association
ByLaws

Article I: Name 

Section 1.1 The organization shall be know as the Treasure Coast Cycling Association (TCCA).

Section 1.2  Treasure Coast Cycling Association shall be operated as a non-profit corporation under the laws of the State of Florida and pursuant to the requirements of Section 501 (c) (3) of the internal Revenue Code, as amended. 

Section 1.3 The fiscal year of TCCA shall run concurrent with the annual calendar year, Starting January 1. 

Article II: Purpose

Section 2.1 TCCA was formed to promote safe cycling, organized group rides and events, advocate for cycling infrastructure and foster a community of cyclists in the Treasure Coast Region.

Article III: Membership

Section 3.1 Membership is open to all individuals or entities interested in cycling throughout the Treasure Coast and Surrounding areas. 

Section 3.2 These are the following classes of membership: Individual, family and corporate.

Section 3.3  Individuals residing in the same household may join TCCA under the family membership.

Section 3.4 To become an individual or family member (a “member”), a person must (i) register on the Treasure Coast Cycling Association website including agreeing to the waiver of liability presented during the registration process online, and (ii) pay dues, as determined by the Board of Directors, based on the class of membership selected. (iii) Members may vote, participate in events, volunteer for committees as needed by the board, and are expected to adhere to the safety and conduct guidelines. 

Section 3.5 A person may be denied membership or have his or her membership revoked or suspended by the Board if the Board determines, in its sole discretion, that the person has acted in a manner that reflects negatively on the Treasure Coast Cycling Association.

Section 3.6 Corporate Members may join at different levels, as determined by the Board. 

Section 3.7 Membership is established annually beginning January 1 of each calendar year. Renewal notifications shall be sent in advance to all members. If a new member decides to join in the last quarter of the year (October thru December) their membership will carry through the following year. (Up to 15 months).

Article IV: Board of Directors

Section 4.1 Treasure Coast Cycling Association shall be governed by a Board of Directors (the “Board”) responsible for the general management of the affairs of Treasure Coast Cycling Association and shall act on all matters of Policy. The exact number of Board Members shall be determined by the incoming Officers. In addition to the Officers, there may be Committee Director(s) as outlined in Section 6 of these Bylaws.

Section 4.2 The Board shall hold regular and special meetings at such times and places as it deems appropriate.

Section 4.3 Approval of any action proposed to be taken at a Board meeting shall require a quorum of a majority of the Directors present at such meeting.

Section 4.4 The Board of Directors may remove from office any Officer who does not perform their duties. Removal of an Officer shall require a majority vote of Board Members. 

Article V: Officers

Section 5.1 The Board of Directors shall consist of the following Officers: President, Vice President, Secretary, Treasurer, Director of Education and Safety, and such other Officers as deemed appropriate by the Board. An individual holding multiple offices shall only be entitled to a single vote as a board member. Only Members who have attained one year of membership may serve as an officer. 

Section 5.2 The role of office shall be specified below:

Section 5.3 Each officer shall hold office for a term of two years to ensure continuity, elections shall be staggered as follows:

Section 5.4 Officers shall be nominated and elected by the members, voting will be conducted through website membership section. 

Section 5.5  An Officer may resign at any time by providing notice of resignation to the President. In the event of a vacancy in an Officer position, the President may appoint a Member to fill such vacancy. An officer so appointed shall hold office until the next election. If a vacancy occurs in the office of President, the Vice President shall assume the office of President.

Article VI: Committee Director(s)

Section 6.1 The Board may appoint Committee Director(s) to manage and carry out any ongoing TCCA activities. Suggested committees may include: Special Events, safety, advocacy or such other role as deemed appropriate by the Board. 

Section 6.2 Committee directors shall report to the board regularly. 

Section 6.3 Committee Director may resign at any time by providing notice of resignation to the President. In the event of the resignation of a Committee Director, the President may appoint a Member to fill such vacancy. A Committee Director so appointed shall hold office until the next election or special event is completed. 

Article VII: Meetings

Section 7.1  An annual meeting (the “Annual Meeting”) of the Members shall be held at such time and place as designated by the Board in the month of November of each calendar year. The purposes of the Annual Meeting shall be to (i) elect Officers and Directors, (ii) communicate changes to these Bylaws, if any, as recommended by the Board, and (iii) to consider such other action as recommended by the Board.

Section 7.2 Board meeting will be held at least quarterly and minutes to the meetings will be posted on the TCCA website Members only section.

Section 7.3 Special meetings of the Members may be called by a written request signed by at least 10 Members and filed with the President no less than 15 calendar days before the meeting date.

Section 7.4 A quorum requires a simple majority vote (more than 50%).

Section 7.5 Members shall be notified at least 10 days in advance of meetings. 

Article VIII: ByLaws

Section 8.1 Proposed revisions to these Bylaws may be made at any time by the Board requiring 2/3 majority vote. 

Section 8.2 After the Board has approved any proposed changes to these Bylaws, such proposed changes shall be published on the Treasure Coast Cycling Association website. The Bylaws shall be posted no less than 10 days before a meeting for the members to vote on the changes. Changes to the Bylaws shall require approval of a majority of the Members attending and voting at such meeting.

Article IX: Miscellaneous

Section 9.1 Unless otherwise approved in advance by the Board, all services performed for TCCA by its Members shall be without monetary compensation of any kind. 

Section 9.2 No person shall take advantage of TCCA membership status in order to achieve personal gain or remuneration which would otherwise be unavailable. 

Section 9.3 No Member shall have, as an individual, any interest in or title to the assets of Treasure Coast Cycling Association. 

Section 9.4 Board members shall disclose any potential conflict of interest and abstain from voting on matters where a conflict may exist. 

Article X: Dissolution of Treasure Coast Cycling Association

Section 10.1 In the event of the dissolution, all the assets then belonging to Treasure  Coast Cycling Association shall be assigned to an institution which qualifies for tax exemption under Section 501(c)(3) of the Internal Revenue Code, as amended, or by such other section of the code by which Treasure Coast Cycling Association is exempt. The recipient of such assignment shall be selected by the Board.