Bylaws

New England Mountain Bike Association Bylaws, November 5, 2000

Article 1: General

1.1 Name. The Corporation shall be called the New England Mountain Bike Association (referred to hereinafter as "NEMBA").

1.2 Fiscal Year. The fiscal year of NEMBA shall commerce on the first day of January and end on the last day of December

1.3 Principal Office. The principal office of NEMBA shall be in Acton, Massachusetts.

Article II: Purpose

2.1 The New England Mountain Bike Association is a non-profit organization dedicated to promoting sustainable trail access for mountain bicyclists, and to maintaining the trails on which mountain bikers ride. NEMBA supports the conservation of open spaces and is committed to educating mountain bicyclists to ride sensitively and responsibly in order to protect the natural environment and the experience of other trail users. Toward these ends, NEMBA has the following goals:

2.2 Activities and Programs. To provide its members and the general public with opportunities to steward, care for, and recreate on New England's open spaces. We offer trail maintenance work days, bicycle patrols, educational programs and family activities designed to promote the responsible use of public trails by mountain bikers.

2.3 Environmental Protection. To provide leadership in the protection and preservation of the environment by advocating the development of informed public policy and by encouraging the establishment and management of protected land and water areas within NEMBA's geographical area.

2.4 Organization. To provide an organization of volunteers and professionals who will manage NEMBA's facilities and programs, encourage public respect for the environment and mountain biking, offer NEMBA's expertise to others, and support individual contributions in realizing NEMBA's goals.

ARTICLE Ill: Membership

3.1 Regular Membership. Any person may become a regular individual or family member of NEMBA by submitting a signed application along with the required dues to the principal office of NEMBA. Only regular and sponsoring members shall have the right to vote on NEMBA business. Up to two (2) adult members (age 18 or over) in a family membership shall be entitled to vote on NEMBA business.

3.2 New Members. It is critical to the ongoing life of NEMBA that active participation of its members be strongly encouraged. Therefore, all elements of NEMBA shall promptly reach out to new members to inform them of NEMBA's programs and activities and encouraged their active participation.

3.3 Sponsoring Memberships A sponsoring membership may be made by any business or organization who wishes to support NEMBA. Sponsoring Memberships shall be entitled to one vote on NEMBA business.

3.4 Meetings of Members. All meetings of the members of NEMBA shall be held at such time and place as shall be stated in the notice of the meeting, which written notice and agenda shall be mailed or published in a Club publication sent to each regular member of NEMBA at least fourteen (14) days before the date set for the meeting. No business other than that listed in the notice sent to members shall be transacted at any meeting of the members. A quorum of fifty (50) members emitted to vote, voting by written ballot, is required in order to transact any business (other than the adjournment or postponement of a meeting) at any meeting of the members.

3.4.1 Annual Meeting. The Annual Meeting of NEMBA shall be held on the third Saturday of March of each year at 6:00 p.m., unless a different day or hour is determined by the Board of Directors and stated in the written notice of the meeting. The purposes for which the Annual Meeting is to be held, in addition to those proscribed by law or by these Bylaws, shall include the election of Directors (as described in Article IV of these Bylaws) and Elected Officers (as described in Article V of these Bylaws) of NEMBA and the conduct of any other business which may properly be brought before the meeting.

3.4.1 Special Meetings. Subject to the provisions of Section 3.4 of the Bylaws, special meetings of the regular members of NEMBA, for any purpose or purposes allowed by law or by these Bylaws, may be called by the President or by a majority vote of the Board of Directors, and shall be called as otherwise required by law. Furthermore, upon receipt by the Secretary of a petition calling for such a meeting, stating the purpose or purposes for the meeting, and signed by at least seventy-five (75) regular members of NEMBA, the Secretary, shall call a special meeting of the members of NEMBA by notice given not later, than the next general membership publication for which the printing deadline can be met.

3.4.2 Voting and Elections. The Board of Directors shall publish and make available to all regular members the names of its nominees for election as Elected Officers or Directors at least two (2) weeks prior to the Annual Meeting. If at any meeting there is no contest for a position as Elected Officer or Director, election shall be by the Secretary casting one (1) vote at the meeting. Alternative slates of one or more candidates for positions as Elected Officers and Directors shall be placed on the ballot if a petition signed by at least seventy-five (75) regular members is submitted to and verified by the Secretary at least ten (10) weeks before the Annual Meeting of the members. Each such petition must be accompanied by a letter from each alternative candidate, consenting to his or her nomination and agreeing to serve in the position for which he or she is nominated if elected, and by a statement describing such candidate's qualifications.

Upon receipt and verification of such petition(s), the names of those nominees shall be placed on the ballot for the election of Directors and Elected Officers at the Annual Meeting, together with information relating to the qualifications of the individual(s) which is comparable to that provided for the nominees of the Nominating Committee. For all matters requiring the vote of the members, including without limitation elections of Directors and Elected Officers, proposals for change or amendment to these Bylaws (other than membership Referendums as described in subsection 3.4.4 below), written notification in NEMBA's newsletter or otherwise relating to such vote shall be mailed by first class mail to each of the regular, honorary and corresponding members at least fifteen (15) days before the deadline date set for the vote by the Board of Directors in accordance with these Bylaws. All votes must be made by orally or by secret mail ballot. Ballots must be received at the announced location by 5:00 p.m. on the deadline date, and the results of the vote shall be made available to any member on request within five (5) business days after the deadline date and reported promptly in the earlier of the next general membership or publication mailing for which the printing deadline reasonably can be met. Votes shall be decided by simple majority of the votes cast or by such higher proportion as may be required by law or by these Bylaws.

3.4.4 Referendums. A referendum of all the regular members of NEMBA will be held after receipt by the Secretary of a petition signed by at least seventy-five (75) of the regular members. Such referendum is to be furnished to members in a form that can be returned in the mail in the earlier of the next general membership or publication mailing for which the printing deadline reasonably can be met. Any such referendum proposal shall be a non-binding resolution of the regular members presented to the officers and Directors for their guidance. The results of a referendum must be made available to the general membership in the earlier of the next general membership or publication mailing for which the printing deadline reasonably can be met. In addition, the results must immediately be made available to the Board of Directors for their guidance in all future discussions and votes.

ARTICLE IV: Board of Directors

4.1 Responsibilities of the Board of Directors The Board of Directors shall have and exercise the corporate powers prescribed by law. Its primary functions shall be to make policy and to manage the resources of NEMBA in a sound manner. The Board of Directors shall further determine the general, program and financial policies and shall have the power to carry out any other functions which are permitted by law or by these Bylaws. These powers shall include, but shall not be limited to, the following:

4.1.1 Periodically review the goals and objectives of NEMBA consistent with the purpose of NEMBA as stated in Article II;

4.1.2 Establish, review and approve changes in the programs of NEMBA consistent with its mission;

4.1.3 Oversee and approve the budget of NEMBA and establish policy guidelines for management of the endowment, all investments and major fund-raising efforts;

4.1.4 Authorize the purchase, management and sale of all assets and material possessions and equipment for use of NEMBA;

4.1.5 Authorize the construction of new buildings and major renovation of existing Club buildings;

4.1.6 Authorize on behalf of NEMBA the incurring of debts and securing thereof by mortgage and pledge of real and personal property both tangible and intangible;

4.1.7 Authorize any changes in membership fees (after seeking written advice on any increases from as wide a group of volunteer leaders as possible and from the regular membership.

4.1.8 Authorize officers or agents of NEMBA to solicit and/or accept gifts or bequests on behalf of NEMBA;

4.1.9 Appoint or remove the Executive Director on such terms and conditions, including without limitation, terms relating to compensation and performance as the Board may deem advisable.

4.2 Membership on the Board of Directors

4.2.1 Number. The Board of Directors shall consist of one representative from each NEMBA Chapter and one alternate representative who may attend all meetings but shall only have the authority to vote if the chapter representative in unable to attend meetings of the Board. The Board of Directors shall also consist of other personnel, hereby referred to as At Large Board Members, voted in by the Board of Directors and approved by a vote at the General Membership Meeting. The number of At Large Board Members shall never exceed one-third the number of Chapter-designated board members. The minimum number of the Board of Directors shall be ten (10). The number of Directors may be increased or decreased periodically within these limits as may be determined by a two-thirds vote of the Board. The Executive Director shall be an ex officio non-voting member of the Board of Directors and shall not be included within the determined number of Directors.

4.2.2 Regional Representation. Each Chapter of NEMBA shall be represented on the Board by one (1) member who resides in and is a Chapter member within such Region (as defined by the Board in accordance with Article Vll of these Bylaws). If there is at any time any vacancy in the position of Regional Representative on the Board of Directors, that vacancy shall be filled by a regular member from that Region who shall be elected promptly to the position of Board member by a majority vote of the Board.

4.2.3 Terms. Directors shall serve for two-year terms and until their successors are elected and qualified and may, if re-elected, succeed themselves in office for an indeterminate time limit.

4.2.4 Vacancies. The Board of Directors may from time to time elect Directors to fill any vacancies that may occur for any reason, and any person elected to fill such vacancy shall serve as Director for the unexpired term of the office he was elected to fill and until a successor is elected and qualified. Notice of such appointment(s) shall be published promptly in a NEMBA publication.

4.3 Meetings of the Board of Directors

4.3.1 Regular Meetings. There shall be at least three (3) regular meetings of the Board of Directors in each year on such date and at such place as may be designated by the Board. A Board meeting shall be held preceding the Annual Meeting of regular members.

4.3.2 Special Meetings. The Board shall hold special meetings at the call of any two (2) of the President, Executive Director or Secretary or at the call of the Secretary alone upon the request of five (5) Directors, which request shall set forth the purpose of the meeting.

4.3.3 Notice. Written notice of all meetings of the Board of Directors shall be sent by the Secretary to each Director at least seven (7) days before the date of the meeting. In the case of special meetings, the notice shall state the purpose(s) of the meeting; no business shall be transacted at such meeting that does not relate to the purposes(s) stated.

4.3.4 Waiver. Whenever notice is required to be given under the provisions of law or of these Bylaws, a written waiver signed by the persons entitled to said notice, whether before or after the time stated therein shall be deemed equivalent thereto. Attendance at any meeting by a Director shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the outset of such meeting to the failure to give proper notice.

4.3.5 Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present and voting at a duly called meeting of the Board when a quorum is present shall be the act of the Board of Directors except as may be provided by law or by these Bylaws. Alternate chapter representatives may attend meetings of the Board, but their numbers will not be factored into the quorum unless the chapter’s representative is unable to attend said meeting.

4.3.6 Minutes. Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary, or in the absence of the Secretary, by an assistant or temporary secretary copies of records of such proceedings shall be distributed to each Director and the chair of each Chapter.

4.3.7 Action by Written Consent Any action required or permitted to be taken by the Board of Directors may be taken by a written consent setting forth the action so taken and signed by all members of the Board. Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors.

Article V: Officers

5.1 Number Terms and Qualifications. At the time of their election, all Elected Officers of NEMBA shall already be or shall concurrently be elected as members of the Board of Directors. The Elected Officers shall be the President, a Vice President, a Secretary, Treasurer, and such additional officers as the Board of Directors shall designate. Each of the Elected Officers shall serve for a term of one (1) year and until a successor is elected. A vacancy in any Elected Officer may be filled by two-thirds vote of the Board of Directors at any time which time shall run until the next Annual Meeting. In addition to the officers enumerated above, the Board of Directors may appoint any number of assistant secretaries, assistant treasurers or other minor officers to serve at its pleasure. Such appointed minor officers may or may not be Directors, but they shall not become Directors by virtue of their appointment as officers.

5.2 President. The President shall preside at all meetings of the Board of Directors and of NEMBA; shall have the right to vote on all questions. The President shall be an ex officio voting member of all Board committees, except as otherwise provided in these Bylaws.

5.1 Vice President. There shall be at least one Vice President, who shall preside at meetings of the Board of Directors and of NEMBA in the absence of the President.

5.4 Executive Director. The Executive Director of NEMBA shall be the Chief Executive Officer and the official adviser to and executive agent of the Board of Directors and its Executive Committee. Subject to the approval of the Board of Directors, the Executive Director shall have the authority to manage and direct the operations of NEMBA, including the power to sign such papers as may be required by his office or as instructed by the Board of Directors, and the power to appoint and discharge the professional staff and all employees of NEMBA. In this connection, the Executive Director shall manage the affairs and direct the work and employees of NEMBA, subject to, and in accordance with the instructions of the Board of Directors; shall be authorized to incur expenses in accordance with the approved budget or as otherwise instructed by the Board of Directors; shall make such reports and recommendations to Board of Directors and to the regular members of NEMBA at the Annual Meeting or at any special meeting concerning the work; affairs of NEMBA which, in his judgment, desirable for their information and guidance and shall perform such other duties are incident to the office of Executive Director. The Executive Director shall be an ex officio, non-voting member of all Board committees except as otherwise provided in these Bylaws. !f the Executive Director is unable to perform the duties of the office for any reason, then the Board of Directors may appoint an interim Executive Director until the Executive Director is once again able to perform the duties of the office or until another Executive Director has been appointed.

5.5 Secretary. The Secretary shall be the Clerk of the Corporation with custody of the seal NEMBA and shall attest to and affix said seal such documents as are required in the business of NEMBA, including, but not limited deeds, bonds, mortgages, agreement contracts, abstracts of resolution, certificates, minutes, and bylaws issued pursuant to the authority of NEMBA. The Secretary also shall have custody of all records of NEMBA except such records as shall be kept by the Treasurer as herein provided. The Secretary shall give proper notice of all meetings of the Board Directors and of the members. Furthermore, the Secretary shall keep or cause to be kept record of the official policies of the organization and the minutes of all meetings, the Board of Directors, Executive Committee, and NEMBA-wide meetings of the members and shall distribute such minutes promptly. The Secretary must be a resident of Massachusetts except at such time as NEMBA shall have duly appointed resident agent.

5.6 Treasurer. The Treasurer shall be responsible for carrying out the mandates of the Board of Directors in overseeing the financial resources of NEMBA, including, but not limited to, cash, securities, stocks and bonds owned by NEMBA. The Treasurer shall assure that all books and accounts of NEMBA at accurately kept and, furthermore, shall at least annually present to the Board a full an detailed financial statement properly audited by an independent certified accountant. Such statement shall be available to any Club member on request. The Treasurer shall monitor the investments of NEMBA including all funds and endowments, as recommended by the Trustees of Special Funds. The Treasurer shall be chair of the Finance Committee and an ex officio voting member of the Trustees of Special Funds.

ARTICLE VI Committees

6.1 Formation of Committees. The Board of Directors may from time to time establish or dissolve special or ad hoc committees for the discharge of particular duties.

6.2 Standing Board Committees. There shall be the following standing Board committees: Executive, Chapters, Finance, Development, Audit and such other committees as the Board may deem necessary or appropriate. Members of Board committees shall be appointed annually by the President with the advice and consent of the Board. Except as provided in these Bylaws, the President shall be an ex officio voting member and the Executive Director shall be an ex officio non-voting member of all Board committees, and each Board committee shall include at least two (2) additional Directors. Except where otherwise provided in this Article, additional members, including persons who are not on the Board of Directors, may be appointed to committees. Except where otherwise provided in these Bylaws, the chair of each Board committee shall be a Director.

6.3 Advisory Committee. The Board of Directors may appoint an advisory committee which shall act as non-voting members of the Board of Directors.

ARTICLE VII: Chapters

7.1 0rganization. The Board of Directors shall provide for the organization and support of Chapters within the membership of NEMBA. The Chapters shall be responsible for carrying out at the local level the purposes of NEMBA as set forth in Article II of these Bylaws.

7.2 Regions. The Chapters of NEMBA shall be organized into geographical regions for the purpose of coordinating matters of common interest among the members. The organization of the Regions shall be established and may from time to time be changed by the Board of Directors.

7.3 Chapter Organization. Each Chapter shall have its own Chapter Board of Directors encharged with the management of chapter affairs and programs consistent with Article II of the Bylaws describing NEMBA’s mission and purpose.

7.3.1 Chapter Elections. Each Chapter shall designate not more than two representatives (one voting member and one alternate) to NEMBA's regional Board of Directors. Such designations must be made annually by October 31st.

7.3.2 Chapter’s may pursue programs and activities consistent with Article II of the Bylaws, but must obtain permission from the Executive Committee before initiating any new program or category of activities.

7.3.3 Chapter’s may allocate Chapter funds as they deem necessary according to Article II of the Bylaws.

Article VIII: Amendment of Bylaws

These Bylaws may be amended by vote of a two-thirds vote of the Board of Directors or by a vote at the Annual Meeting or Special Meeting by the general membership. A Special Meeting may be called to amend the bylaws by a petition of at least seventy-five (75) voting members of NEMBA and submitted to the Secretary. The proposal shall then be voted on by the members according to the procedure described in subsection 3.4.3 of these Bylaws. Corporate counsel to NEMBA shall be consulted to determine in the exact wording of any proposed amendments to these Bylaws.

ARTICLE IX: Indemnification

NEMBA shall indemnify, each of its officers, Directors and members of Committees and any persons serving at its request as directors, officers, employees or other agents of another organization or in any capacity with respect to any employee benefit plan (each such person being referred to as an "Indemnified Person") against all liabilities and expenses, including counsel fees and amounts reasonably paid in settlement, imposed upon or reasonably incurred by such Indemnified Person in connection with any action or proceeding, whether civil or criminal, to which he may be made a party or with which he may be involved by reason of such Indemnified Person's having been an officer, Director, Committee member or other such person for NEMBA. However, no indemnification shall be provided for any person with respect to any matter to which he shall have been adjudicated in any action or proceeding, not to have acted in good faith in the reasonable belief that his action was in the best interests of NEMBA or of participants in an employee benefit plan. Such indemnification may include payment by NEMBA of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if (i) such person shall be finally adjudicated or determined by the Council not to have acted in good faith in the reasonable belief that his action was in the best interests of NEMBA or of participants in an employee benefit plan, or (ii) NEMBA has received a written opinion of legal counsel to the same effect. Such undertaking to repay may be accepted without reference to the financial ability of such Indemnified Person to make repayment. Any such indemnification may be provided although the person involved is no longer an officer, Director or Committee member of NEMBA, or director, officer or employee of another organization, or no longer serves with respect to such employee benefit plan. In the event of a settlement of an action or proceeding, the indemnification provided herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of NEMBA or participants in an employee benefit plan or when NEMBA has received a written opinion of legal counsel to the same effect. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled. The Board of Directors may authorize indemnification of persons who arc not officers, Directors or Committee members or otherwise entitled to indemnification under this section.

Article X: Conflicts of Interest

A Director shall be considered to have a conflict of interest if (a) such Director has existing or potential financial or other interests which impair or might reasonably appear to impair such member's independent, unbiased judgment in the discharge of his responsibilities to NEMBA; or (b) such Director is aware that a member of his family (which for purposes of this paragraph shall be a spouse, parents, siblings, children and any other relative if the latter resides in the same household as the Director) or any organization in which such Director (or member of his family) is an officer, director, employee, member, partner, trustee, or controlling stockholder has such existing or potential financial or other interests. All Directors shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Director shall vote on any matter under consideration at a Board or Committee meeting in which such Director has a conflict or interest. The minutes of such meeting shall reflect that a disclosure was made and that the Director having a conflict of interest abstained from voting. Any Director who is uncertain whether a conflict of interest may exist in any matter may request the Board or Committee to address the question by majority vote.

ARTICLE XI: Discrimination Prohibited

In administering its affairs, NEMBA shall not discriminate against any person on the basis of race, creed, color, national and ethnic origin, gender, sexual preference, marital status, age, or physical disability.

ARTICLE XII: Transition

12.1 Acceptance of Bylaws. The acceptance of these Bylaws by vote of two-thirds of the Board of Directors or two-thirds of the voting members at a General Meeting or Special Meeting will render null and void any and all pre-existing Bylaws.

12.2 Standing Rules. Furthermore, upon such acceptance of these Bylaws, the present standing rules of NEMBA shall be called the "Operating Rules, Procedures and Policies" of NEMBA, and any and all pre-existing standing rules which are in conflict with these Bylaws shall be rendered null and void.

12.3 Changes. Changes to the Operating Rules, Procedures and Policies shall be made by a two-thirds majority vote of the Board of Directors present and voting at the next regular meeting of the Board following the Board meeting at which such changes are introduced. Motions for such changes shall be tabled for one meeting following introduction and become effective on approval at the second successive meeting.