Revised Bylaws of the
Oklahoma Bicycling Coalition

As revised 10 September 2004 and Approved on 07 November 2004 at the Annual Meeting, Guthrie OK

As revised on 16 September 2006 and Approved on 18 November 2006 at the Annual Meeting, Tulsa OK

As revised on 17 August, 2008 and Approved on 8 November 2008 at the Annual Meeting, Stillwater, OK.

As revised on 4 August, 2011, and approved and made effective by a vote of the membership on 5 November, 2011, in Oklahoma City, OK.

ARTICLE 1 - NAME, SEAL, PURPOSES, AND OFFICES

1.1       Name.  The name of this corporation is OKLAHOMA BICYCLING COALITION, INC., successor in interest to Oklahoma Bicycle Coalition (herein called the “Corporation”).

1.2       Corporate Seal.  The Board of Directors may, in its sole discretion, establish an official Seal of the Corporation for the uses and purposes as determined by a majority vote of the Board of Directors.

1.3       Insignia.

1.3.1    The Board of Directors shall approve an official insignia of the Corporation which may be modified as deemed appropriate by the Board of Directors from time to time.

1.3.2    No member or third party may use the Insignia of the Corporation unless such use conforms to the standards established by the Board of Directors and has been specifically approved in writing.

1.4       Purposes.

1.4.1    The Corporation is organized and will be operated exclusively for the promotion of social welfare and its net earnings shall be devoted exclusively to charitable, educational, or recreational purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code or the corresponding provisions or provision of any subsequent United States revenue law.

1.4.2    The Corporation shall pursue the mission of promoting bicycle access, safety, and education throughout the State of Oklahoma.

1.5       Offices.  The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Oklahoma, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.

ARTICLE 2 - MEMBERSHIP

2.1       Classifications.

2.1.1    Active Members.  The Active membership shall consist of all persons who have paid dues as established by the Corporation and who support the objectives of the Corporation. 

Active members shall receive publications, if any, and general communications of the Corporation as broadcast on the Corporation’s website, may attend meetings, may be granted the privilege of the floor, shall be entitled to vote on amendments to these Bylaws, and may hold elected office.

2.1.2    Honorary Members.  Honorary membership may be bestowed upon those individuals who have distinguished themselves by service to the Corporation. 

(a)        Honorary Members shall not be required to pay dues to the Corporation.

(b)        Honorary Member Nominations must be submitted in writing to the Secretary of the Corporation by two or more active members.

(c)        Unanimous approval of the Board of Directors is required for Honorary Membership.

2.2       Dues.  The Board of Directors shall establish dues and membership periods for Active Members. The Board of Directors shall, consistent with other provisions of these Bylaws, also establish dues and memberships for other categories of members.

ARTICLE 3 - BOARD OF DIRECTORS

3.1       General Powers.  The activities, property, and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these Bylaws.

3.2       Number and Qualifications.  The Board of Directors shall consist of no fewer than five directors and no more than fifteen directors which number may be increased or decreased from time to time by a vote of a Super Majority of the Board of Directors.  A Super Majority of the Board of Directors herein means the affirmative vote of at least 67% of the members of the Board of Directors.  The Board of Directors shall consist of, at a minimum, the past-president if he or she so desires, the current-president, the president-elect/vice-president, the treasurer, and the secretary; and no decrease in number shall have the effect of shortening the term of any incumbent director.  Should the past-president not wish to continue to serve on the Board of Directors, a fifth member of the Board of Directors shall be elected at the Annual meeting as any Director would be elected.

3.3       Term of Office.  Subject to paragraph 6.3.3, the members of the Board of Directors of the Corporation shall serve a term of two years or until their successor is elected, and shall be elected on a staggered basis with one-half of the directors elected each year, and shall serve until their resignation, retirement, disqualification, or removal from office.  Each director’s position created shall be created with a designation of which year that position shall be elected such that the number of Directors being elected in any given year is approximately half of the then existing Director positions.  Any Director position created pursuant to Section 3.2 shall become effective and shall be filled at the annual meeting in the annual election pursuant to paragraph 6.2.

3.4       Frequency of Meetings

3.4.1    Regular Meetings.  The Board of Directors shall hold a regular meeting at least quarterly, in person, by phone, or by any available electronic media, or by any combination thereof.

3.4.2    Special Meetings.  Special Meetings of the Board of Directors may be called by the President or, upon the written request of two or more directors, by the Secretary.  Directors shall be given advance notice of the time and place of the Special Meeting, either personally, by mail, by electronic mail, or by a combination thereof, at least one week prior to the Special Meeting.

3.4.3    Annual Meeting.  An Annual Meeting of the Corporation shall be set by the Board of Directors.  The purpose of the Annual Meeting will be the election of officers and directors and to transact any and all other business as may properly come before the membership.  Notice of the Annual Meeting to the membership will not be less than thirty (30) days and no more than sixty (60) days before the date thereof, either personally or by mail or by electronic mail.

3.5       Quorum and Voting.

3.5.1    Quorum.  A majority of the then currently filled positions of the Board of Directors present at a meeting shall constitute a quorum at that meeting.  For the purposes of Quorum, “present” shall mean in attendance in person, by telephone, by any available electronic media, or any combination thereof.  

3.5.2    Voting.  An affirmative vote of a majority of the Directors present at a meeting at which a Quorum is present shall constitute the action of the Board of Directors.  A vote may be conducted in person, by telephone, by e-mail, or by other electronic media, or any combination thereof.

3.5.3    Period for Voting.  The Officer presiding over the meeting may choose to keep a vote open for a specific period of time to facilitate discussion of business being conducted at that meeting.  No vote shall be open for a period longer than thirty (30) days.

3.6       Removal.  Any director may be removed, either for cause or without cause, at any annual, regular, or special meeting of the Board of Directors by the affirmative vote of a majority of the Directors present at such meeting, if notice of the intention to act upon such matter shall have been given in the notice of such meeting.

3.7       Vacancies.

3.7.1    Filling of the Vacancy.  Subject to anything herein to the contrary, any vacancy on the Board of Directors resulting from the death, resignation, retirement, disqualification, or removal of any directors, shall be filled by the affirmative vote of a majority of the remaining directors.

3.7.2    Term of Office of Replacement Director.  Any director elected or appointed to fill a vacancy shall hold office until the following annual meeting or until his resignation, retirement, disqualification, or removal from office.  However, if the vacancy being filled is for the office of President, the President-Elect/Vice-President shall fill the vacancy for the remainder of the original term of the President and upon the expiration of the original term shall continue to serve as President for his or her own term. The now-vacant office of President-Elect/Vice-President shall be filled by appointment as any other vacant Board position, until the next annual meeting at which time the President-Elect/Vice-President position will filled pursuant to a vote by the membership in accordance with Section 6.2.

3.8       Compensation.  No director shall receive compensation for his or her services as a member of a standing or special committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from receiving reimbursement for expenses incurred on behalf of the Corporation.

ARTICLE 4 - NOTICES

4.1       Manner of Giving Notice.  Whenever notice is required to be given pursuant to the provisions of Oklahoma Statute or the Articles of Incorporation or these Bylaws, to any director or committee member or active member of the Corporation, and no provision is made as to how such notice shall be given, notice shall be given in writing to such director or member by either placing such notice in the United States mail, postage prepaid, to the address of such director or member or to such email address of such director or member, as they appear in the records of the Corporation.  Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same is deposited in the United States mails and any such notice required or permitted to be given by email shall be deemed delivered at the time the email is sent.

4.2       Waiver of Notice.  Whenever any notice is required to be given to any director or committee member of the Corporation under the provisions of Oklahoma Statutes or the Articles of Incorporation or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 5 - COMMITTEES

5.1       Committees.  The President shall appoint and the Board of Directors shall approve, by affirmative vote of a majority of the number of directors present, the chairman of any committee or committees for any purpose created by the Board of Directors; that any such committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans, and programs therefore approved, authorized and adopted by the Board of Directors.

5.2       Duties of Committee Chairman.

5.2.1    Call meetings as necessary to conduct the business of the committee.

5.2.2    Preside over such meetings.

5.2.3    Attend meetings of the Board of Directors and report any activities of the committee as needed.

5.2.4    Submit a written report of the committee activities for the year to be presented at the Annual Meeting.

ARTICLE 6 - OFFICERS

6.1       Officers of the Corporation.

6.1.1    The elected officers of the Corporation shall be the President-Elect/Vice-President, Secretary, and Treasurer.

6.1.2    All officers shall be active members of the Corporation.

6.1.3    The Board of Directors may appoint an Executive Director, and one or more Assistant Vice-Presidents, Assistant Secretaries, or Assistant Treasurers or such other officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board.

6.2       Election of Officers.  The Board of Directors shall appoint a committee chaired by the President-Elect/Vice-President to gather information and announce the candidates for President-Elect/Vice-President, Secretary, Treasurer, and any other Board of Director vacancies.  The Committee shall report to the Board of Directors who the candidates for such offices and positions not less than forty-five (45) days before the Annual Meeting.  A ballot will be prepared and delivered by the Secretary to all active voting members of the Corporation not less than thirty (30) days before the Annual Meeting.  Ballots may be delivered by U.S. mail, electronic mail, or by other electronic means.  All ballots must be returned to the Secretary of the Corporation containing a date stamp of no later than ten (10) days prior to the Annual Meeting to be included in the count of the vote of the members.  A date stamp for purposes herein shall include a post-mark and an electronic date stamp as on e-mail or other electronic method.  Officers and members of the Board of Directors are elected by a majority of the votes cast by the members of the Corporation.  The newly elected Officers and members of the Board of Directors shall be announced and installed during the Annual Meeting of the Corporation and shall preside through the terms of office as set forth by these Bylaws.

6.3       Terms of Officers.

6.3.1    The President-Elect/Vice-President shall be elected biennially for a term of two years and shall succeed to the office of the President, serving for two years as President, after which he or she may continue to serve for two years on the Board of Directors in the position of Past President. 

6.3.2    The Secretary and Treasurer shall be elected biennially for a term of two years each.  

6.3.3    Officers shall be elected on a staggered basis with the President-Elect/Vice-President and Treasurer being elected in the same year and the Secretary being elected in the opposite years as President-Elect/Vice-President and Treasurer.  This provision will result in extending the term of the President serving contemporaneously with the approval of these Bylaws for one additional year.

6.4       Duties of Officers.

6.4.1    President.  The President shall be the principal elected official of the Corporation.  He or she shall serve as Chairman of the Board of Directors.  Subject to the provisions of these Bylaws, he or she shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof.  In the absence or disability of the President his or her duties shall be performed and his or her powers may be exercised by the President-Elect/Vice-President.

6.4.2    President-Elect/Vice-President.  The President-Elect/Vice-President shall be a member of the Board of Directors and serve as Vice-President.  He or she shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the President or the Board of Directors.

6.4.3    Secretary. 

(a)        The Secretary shall give notice of all annual and special meetings of the Board of Directors and all annual meetings of the membership, prepare and deliver Ballots as set forth herein, and shall keep and account for all books, documents, papers and records of all proceedings at all meetings of the Board of Directors.  The Secretary shall be a member of the Board of Directors and shall generally perform all duties usually appertaining to the office of secretary of a corporation.  In the absence or disability of the Secretary, the duties and powers may be exercised by Assistant Secretaries, as directed by the President or the Board.

(a)        Assistant Secretaries shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated by the Secretary, the President, or the Board.

6.4.4    Treasurer

(a)        The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, verify and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of the accounts of the Corporation, their arrangements and classification; shall supervise the accounting practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise on terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation. He or she shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all reporting and accountability duties usually appertaining to the office of treasurer of a corporation. In absence or disability of the Treasurer, the duties shall be performed and powers exercised by Assistant Treasurers unless otherwise determined by the Treasurer, the President, or Board of Directors.

(i)         The Treasurer shall provide financial statements at each regular Board meeting.

(ii)        The Corporation's books of account shall be reviewed at least once a year. The reviewer shall be named by the Board of Directors.

(b)        Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the Treasurer, the President, or Board of Directors.

6.4.5    Fiscal Year.  The fiscal year of the Corporation shall be the calendar year, fixed by resolution of the Board of Directors.

            6.4.6    Additional Powers and Duties.  In addition to the foregoing especially enumerated duties, services, and powers; the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or of these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned to him by any competent superior officer.

ARTICLE 7 - MISCELLANEOUS

7.1       Dividends Prohibited.  No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or officers. The Corporation may pay compensation in a reasonable amount to its officers for services rendered and may reimburse its directors as provided in Section 8 of Article 3 hereof.

7.2       Loans to Officers and Directors Prohibited.  No loans shall be made by the Corporation to its officers or directors, and any directors voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

7.3       Amendment of Bylaws. 

7.3.1    The Bylaws may be amended by a majority of the members who cast their vote on any such amendment.  A vote on proposed amendments to the Bylaws may occur any time during the year deemed appropriate and/or necessary by the Board of Directors.  A Ballot on amendments to the Bylaws may be included on or with the Ballot for the election of Officers set forth in paragraph 6.2.

7.3.2    Submission of Proposed Amendments

(a)        Each proposal to alter, amend, or replace these Bylaws shall be submitted in writing to the Secretary of the Corporation by two or more active members of the Corporation or by an Officer or other Member of the Board of Directors, at least sixty (60) days prior to the vote to amend the Bylaws or before the Annual Meeting if the vote is scheduled to occur at the Annual Meeting.

(b)        The proposal or proposals to alter, amend, or replace these Bylaws shall be read and discussed by the Board of Directors.  The Board of Directors shall provide its comments to the proposed amendments.  The Board of Directors’ comments to the proposed amendments shall be included with the Ballot delivered to the members of the Corporation.

(c)        Proposed amendments to the Bylaws shall be posted on the Corporation’s website not less than forty-five (45) days before a vote to amend the Bylaws. 

            7.3.3    Final Approval

A ballot containing the proposed amendments to be voted upon shall be prepared and delivered by the Secretary to all active voting members of the Corporation not less than thirty (30) days before the vote to amend the Bylaws.  Ballots may be delivered by U.S. mail, electronic mail, or by other electronic means to the members.  All ballots must be returned to the Secretary of the Corporation containing a date stamp of no later than ten (10) days prior to the vote to amend the Bylaws to be included in the count of the vote of the members.  A date stamp for purposes herein shall include a post-mark or an electronic date stamp as on e-mail or other electronic method.  Amendments to the Bylaws are approved by a majority of the votes cast by the members of the Corporation.  The Amendments shall take effect immediately unless stated otherwise therein.

7.4       Invalidity of Part.  If any provision of the Bylaws should be held to be invalid, the validity of any other provision is not thereby affected.

ARTICLE 8 - INDEMNIFICATION

8.1       Officers and Directors.  The Corporation shall indemnify a Director of the Corporation against reasonable expenses incurred by him or her in connection with a proceeding in which the Director is named defendant or respondent because he or she is or was a Director, if the Director is wholly successful, on the merits or otherwise, in the defense of the proceeding, unless such indemnification is limited by the Articles of Incorporation.  The Corporation shall also indemnify a director who was, is, or is threatened to be made a named defendant or respondent in a proceeding against any judgments because the person is or was a director.  The indemnification for penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Director in connection with the proceeding, if it is determined in the manner described below, that the Director (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his official capacity as a Director of the Corporation, that his conduct was in the Corporation's best interests, and in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided that if the proceeding was brought by or on behalf of the Corporation, shall be limited to reasonable expenses actually incurred by the Director in connection with the proceeding; and provided further that a Director may not be indemnified for obligations resulting from a proceeding (i) in which such Director is found liable on the basis that he or she improperly received personal benefit, whether or not the benefit resulted from an action taken in such Director's official capacity, or (ii) in which the Director is found liable to the Corporation.  

            Determinations that a Director has satisfied the prescribed conduct and belief standards must be made (i) by the majority vote of the remaining Directors who at the time of the vote are not named defendants or respondents in the proceeding, provided that the remaining Directors constitute a majority of the Board of Directors, or (ii) if the remaining Directors constitute fewer than a majority of the Board of Directors who are not named defendants or respondents in such proceeding, the procedure for making such determination shall be declared by the Court.  A determination as to reasonableness of expenses shall be made in the same manner as the determination that the Director has satisfied the prescribed conduct and belief standards.  The conclusion of a proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not, in and of itself, determinative that the person did not meet the requirements for indemnification set forth above.  Notwithstanding any other provision of these Bylaws, the Corporation shall pay or reimburse expenses incurred by a Director in connection with his or her appearance as a witness or other participation in a proceeding at a time when the Director is not a named defendant or respondent in the proceeding.

ARTICLE 9 - PARLIAMENTARY AUTHORITY

9.1       Roberts’ Rules of Order, Newly Revised, shall be the parliamentary authority for all meetings of members, Boards of Directors, and committees, including those conducted via electronic means.

CERTIFICATION

            These Bylaws were amended by the approval of a majority vote of the active members of the Corporation present at the Annual Meeting, this 5^th day of November, 2011, in accordance with the Bylaws as modified and approved November 8, 2008.