Reconstructed text. NCNCA’s Constitution serves as its bylaws. No signed copy of the Constitution as amended in 2010 and 2011 has been found, so the text below is a reconstruction: the pre-2010 Constitution with the two amendments approved by the members applied. These are the 2010 change to an elected Board of Directors (passed 26-1 at the June 14, 2010 Association meeting) and the 2011 change moving Board elections from November to October (approved by the member clubs 35-0 in September 2011). The notes at the end give the source of each change.
Article I Name
The organization defined by this constitution shall be known as the Northern California/Nevada Cycling Assoc. Inc., hereinafter called the Association.
Article II Purpose
It shall be the express purpose of the Association to encourage the sport of competitive cycling by every feasible means deemed advisable by the membership.
Article III Membership
Section 1 The Association shall accept as member any cycling club or organization in the Northern California/Nevada region demonstrating an interest in the sport of competitive cycling and a willingness to contribute both to the sport and to the activities of the Association. Membership in the Association requires the obligation of paying dues and provides the right to participate in all activities of the Association. Cycling clubs and organizations outside of the Northern California/Nevada region can join the Association, subject to the approval of the president, without voting privileges or access to the Association equipment.
Section 2 In addition to club members the Association shall accept as members individuals. Individual membership will be in two forms, annual and daily. Individual members shall not have any voting rights.
Article IV Dues
Section 1 Membership dues shall be established by the NCNCA board.
Section 2 Dues become payable upon joining the Association and subsequently on the 1st day of January of each following year that membership is continued. Payment of dues is a prerequisite to membership and the privilege of voting in the Association.
Section 3 Any established member club that fails to pay annual dues by the 31st of January shall be considered dropped from the membership roles until payment of dues is made.
Article V Representation
Member clubs may be represented at meetings of the Association by two representatives. Each member club shall have one vote.[1]
Article VI DIRECTORS AND OFFICERS[2]
Section 1 – BOARD OF DIRECTORS
NUMBER: there shall be a minimum of five, and a maximum of nine, Directors serving on the Board of Directors of NCNCA (“BOD”).
GENERAL POWERS: Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law (or, if applicable, Mutual Benefit Corporation Law) and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
ELECTION: Directors shall be chosen by the membership, in an annual election held in October.[3]
QUORUM: a quorum of the BOD shall be determined not by reference to the total number of authorized directors, but rather the number in office.
Section 2 – OFFICERS
NUMBER: the Association shall have at least a President and Treasurer. The BOD may also appoint a Vice President, Secretary, and other Officers based on its assessment of operational needs or legal requirements for the Association.
GENERAL POWERS: the powers, duties and responsibilities of the President and Treasurer shall be, at a minimum, those required under California law. Beyond these statutory roles, the BOD may define powers and responsibilities for all appointed Officers, including the President and Treasurer, as long as consistent with California law.
APPOINTMENT: Officers shall be chosen from among the BOD. The President and Treasurer shall be elected to their position by the Directors at the first BOD meeting after the annual election. Appointment of additional Officers is at the discretion of the BOD. Officers may be removed with or without cause. If the President or Treasurer resigns or is removed, the Directors will elect a replacement at the next BOD meeting. In no event shall the same individual serve as both President and Treasurer.
Article VII Meetings
Meetings shall be held monthly unless decided otherwise by the Executive Board.
Article VIII Expulsion
Any member of the Association may be expelled from the organization for gross acts of misconduct which reflect on either the Association or cycling in general. Expulsion requires a vote of a minimum of two-thirds of the voting membership.
Article IX Procedures
All business meetings of the Association will be conducted in accordance with Robert’s Rules of Order.
Article X Quorum
A quorum for transacting business at Association meetings shall consist of those members represented at the opening of the meeting.
Article XI Amendments
Amendments to this constitution may be made by a vote of at least two-thirds of the membership present to vote on said amendment. Proposed amendments and the place and time of the meeting to vote on said amendment must be made known to the member clubs at least two weeks in advance by the Secretary of the Association. Any member may propose an amendment by receiving a majority vote of the membership present at a regular business meeting. No amendment, upon its defeat may be reintroduced again for a full twelve months.[4]
Notes
- Article V: the pre-2010 third sentence, “Each officer of the Association shall have one vote.”, was removed by the amendment passed at the June 14, 2010 Association meeting (wording from the May 4, 2010 notice of the proposal).
- Article VI: the pre-2010 Article VI (officers elected by the membership, forming an Executive Board) was repealed and replaced by the text shown, taken from the May 4, 2010 notice and passed at the June 14, 2010 Association meeting.
- Article VI, ELECTION: the 2010 text said November. The member clubs approved moving elections to October in September 2011 (35-0, ratified by the Board 7-0). The wording of that change has not been found; only the month has been changed here.
- Article XI: “present” corrects a typo (“[resent”) in the earlier copy.
Wording left over from before 2010 has been kept as written – for example, Article VII still refers to the Executive Board, which no longer exists.