By-Laws
Fayette Biking for Life, Inc.
dba South Side Cycling Club

Article One
Purpose

The purpose of the Corporation is to promote and advocate safety and road awareness for bicyclists and to encourage and engage persons in the sport of any type of bicycling.

Article Two
Members

2.01 Members. The Corporation shall have members who will consist of individuals and/or families with an interest in the sport of bicycling. The Corporation shall at all times maintain a current roll or roster of members.

2.02 Member Dues. Membership in the Corporation shall be based on the payment of one year’s dues, submitted along with a registration form or application. The Board of Directors reserves the right to refuse or cancel memberships for just cause, and specific language detailing said reservation shall be included on all registration forms. The Corporation promotes equal opportunity membership to the Corporation, and shall not discriminate in violation of federal or state law.

2.03 Honorary Membership. Honorary membership shall be bestowed on an individual by a 2/3 vote of the Board of Directors. The Board of Directors shall determine duration of honorary membership prior to the vote. Membership dues are waived for honorary members.

2.04 Removal of Members. The Corporation has the authority to terminate membership, without advance warning, if the Board of Directors deems such termination to be in the best interests of the Corporation and its members. Such termination must be for just cause, and written notice shall be delivered to the member or his or her personal representative. Cause for termination includes, but is not limited to, unruly behavior, failure to cooperate, failure to pay dues, and/or failure to follow biking safety procedures.

2.05 Member Meetings. Regularly scheduled member meetings shall be held as scheduled and at such place within the State of Georgia as shall be designated in the call of the meeting. At the December general meeting each year, which shall be known as the Annual Meeting, the Members shall elect a Board of Directors/Officers for the ensuing year in the manner provided in Article 3.01 hereof, and shall have authority to transact any and all business which may be brought before such meeting.

2.06 Special Meetings of Members. In addition to the regularly scheduled and annual meetings described above, special meeting of Members shall be held at such place within the State of Georgia as shall be designated in the call of the meeting. Special meetings may be called by the President at any time, and must be called by the President when so requested in writing by any two directors or by ten per cent of the members of the Corporation.

2.07 Notice of Meetings. Advance notice of the place, date, and time of event for annual or special meetings of members shall be given to each member, not less than two days or more than thirty days before such meeting. Each member shall register his or her email address and/or phone number for text messages with the Corporation where copies of notice shall be transmitted. If said written notice is for a special meeting, such notice shall state the object or objects of the meeting. It shall not be necessary that notice of an annual meeting specify the business to be transacted at such meeting, but such notice shall specify the number of Directors to be elected at such annual meeting. Notice shall not be required for the regularly scheduled meetings, as each meeting is to be held at a regularly scheduled time and place.

2.08 Quorum. Unless otherwise provided, a quorum at any meeting of members, whether regularly scheduled, annual, or special, shall consist of the presence at such meeting, in person or by proxy, of as many members (excluding officers) plus one as there are officers present. Unless otherwise provided in the Articles of Incorporation, or in these By-Laws, the number of votes entitled to be cast by all members (excluding officers) present at a meeting shall be greater by one than the number of officers present at the meeting and shall be sufficient to decide and act upon any questions which shall come before the meeting. No business shall be transacted at any meeting unless a quorum is present.

2.09 Voting. Unless otherwise provided in the Articles of Incorporation or in these By-Laws, on all matters upon which members would be entitled to vote, each member shall have one vote.

Article Three
Directors/Officers

3.01 Number and Election of Directors/Officers. The business and affairs of the Corporation shall be managed by a Board of Directors of not less than three nor more than twelve members. The Board will consist of elected and appointed officers of the Corporation. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such additional officers, if any, as the Board of Directors may see fit to appoint at any time, or from time to time. Any two offices may be held by the same person, except the office of President and Secretary. Election to the Board of Directors shall require a majority of all votes allocated to all members by proxy or in attendance at the duly called meeting of members at which such election takes place. The President shall preside over all meetings of the Board of Directors and shall have all powers hereinafter described.

3.02 President. The President shall be the chief executive officer of the Corporation and Chairman of the Board of Directors, shall preside over the regularly scheduled, special and annual meetings of the membership, shall be an ex-officio member of all standing committees with the exception of the nominating committee, shall have direct contact and liaison with members to ensure the goals of the club are met, and will present a budget to the members at the December general meeting.

3.03 Secretary. The Secretary shall record the minutes of all meetings of the membership, shall maintain a current version of the By-Laws, and shall maintain the Corporation’s archives and library and provide information to members and others from this resource.

3.04 Treasurer. The Treasurer shall keep accurate records of income and expenditures and maintain a checking account for that purpose. The signature of either the Treasurer or the President is required to make any withdrawals from the club’s checking account. The Treasurer may employ the services of any tax or accounting firm for the preparation of any information returns or tax returns required by the club with Board approval. Other duties of the Treasurer include (1) receiving all monies due the club, (2) paying all bills verified by the President, (3) rendering a written annual financial report, (4) presenting the books for audit (by a committee of three persons appointed by the Board) when directed by the general membership, (5) maintaining the financial government records, and (6) maintaining a roll of all persons who have paid dues.

3.05 Annual Meeting of Directors. The annual meeting of the Board of Directors shall be held at the next regularly scheduled Board meeting immediately after the annual meeting of members, as a matter of course and without special notice, for the transactions of any business which may be brought before the meeting.

3.06 Special Meetings of Directors. Special meetings of the Board of Directors shall be held at such place as shall be designated in the call of such meetings. Special meetings of the Board of Directors may be called by the President at any time, in his or her discretion, and must be called by the President whenever so requested in writing by any two Members of the Board of Directors.

3.07 Notice of Meetings. Notices of meetings of the Board of Directors shall be given by the President or the Secretary to each member of the board in writing, and should be within a reasonable time frame before the time at which such meetings are to convene. It shall be necessary for notices of meetings of the Board of Directors to state the purposes or objects of the meetings.

3.08 Quorum. A quorum at any meeting of the Board of Directors shall consist of a majority of the members of the Board. Unless otherwise provided in the Articles of Incorporation, or in these By-Laws, a majority of those present at any meeting at which a quorum is present may decide any questions which may come before any such meeting.

3.09 Management Powers of Board of Directors. The management of the Corporation shall be vested in the Board of Directors, which shall have and shall exercise, except as otherwise provided in the Articles of Incorporation, or these By-Laws, all of the powers and duties which the association is authorized and required to exercise and perform.

3.10 Removal of Directors/Officers. Any officer may be removed, with just cause, by a majority of the votes entitled to be cast by those Board members who are present in person or by proxy and voting at a special meeting.

3.11 Compensation of Directors. No Director shall receive compensation for any service he or she may render to the Corporation as a Director; however, any Director may be reimbursed for actual expenses incurred in the performance of his or her duties as a Director.

Article Four
Seal

Corporate Seal. The corporate seal of the Corporation shall be in the following form:

A seal in such form is hereby adopted as the corporate seal of the Corporation.

Article Five
Dissolution

Dissolution. The property of the Corporation is irrevocably dedicated to charitable purposes. In the event of liquidation, dissolution or abandonment of the Corporation, after providing for the debts and obligations of the Corporation, the remaining assets shall not inure to the benefit of any private person or group. Remaining assets will be distributed to a non-profit fund, foundation or organization which is organized and operated exclusively for charitable or non-profit purposes and which has established its tax exempt status under applicable federal and state laws. The selection of this non-profit organization shall be made by the Board of Directors.

Article Six
Parliamentary Authority

Parliamentary Authority. Robert’s Rules of Order Newly Revised shall be the authority for all proceedings, covered and not covered by these By-Laws.

Article Seven
Miscellaneous

7.01 Committees. Committees along with a Committee Chairperson may be appointed by the President. Committee chairpersons may solicit the aid of any person who is a member in good standing to assist them in the function of the committee. Committee action is not binding on the Corporation until approved by the membership. The President may dissolve such committees. Any member of any such committee may be removed from office at any time by the Board of Directors, with just cause.

7.02 Books and Records. The books and records of the Corporation shall at all times, during reasonable business hours, be open for inspection by any members of the Corporation.
7.03 Interpretation. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control.

7.04 Indemnification. The Corporation shall indemnify any person made a party to any action, suit or proceeding, whether civil or criminal, by reason of the fact that he or she, his or her testator, or intestate, is or was a Director, officer, or employee of the Corporation, against the reasonable expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense of the action, suit or proceeding, or in connection with any appeal in it. This right of indemnification shall not apply: (1) to any action, suit or proceeding under the Securities Act of 1933, except payment of expenses incurred in the successful defense of such action, suit or proceeding; (2) in relation to matters as to which the Director, officer, or employee shall be adjudged in the action, suit or proceeding to be liable for negligence or misconduct in the performance of his or her duty to the Corporation; or, (3) in relation to matters in any such action, suit or proceeding that are settled or compromised. The right to indemnification conferred by this section shall not restrict the power of the Corporation to make any indemnification permitted by law.

Article Eight
Fiscal Year

Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year.

Article Nine
Amendments

Amendments of By-Laws. The By-Laws may be amended at any regular or special meeting of the members by a majority of those members present. Each member must be advised of the intention to amend and the nature of the proposed change at least five days prior to the meeting. The By-Laws must be reviewed at the annual meeting by the Board of Directors. Recommendations must be presented to the membership at the next regularly scheduled meeting. The revised By-Laws shall become effective immediately. The By-Laws at no time shall contain any provision inconsistent with the law or the Articles of Incorporation.

Version:  These By-Laws includes Amendments approved by the General Membership at the Annual Meeting held on December 9, 2023.