CENTRAL WISCONSIN OFFROAD CYCLING COALITION
Bylaws • Established • February 2012
Established: February, 2012
NAME AND TERRITORY
Section 1.1 – Name:
The name of the organization shall be Central Wisconsin Offroad Cycling Coalition.(hereafter referred to as CWOCC).
Section 1.2 – Territory:
CWOCC shall operate within the general territory of Marathon County in Central Wisconsin. The main focus will be public land within or surrounding the City of Wausau,
Section 1.3 – Organization and Structure:
CWOCC shall operate as a public charitable organization under Section 501(c)(3) of the Internal Revenue Code. This status affords donors maximum tax deductions for income and estate tax purposes.
MISSION AND PURPOSE
Section 2.1- Mission:
Central Wisconsin Offroad Cycling Coalition (CWOCC) is a non-profit organization whose mission is to design and build sustainable, environmentally sound, offroad bicycling trails; to educate through trail advocacy and to promote fitness and group activities as well as getting out in nature in the central Wisconsin region.
Section 2.2 – Purpose:
CWOCC works cooperatively with Wausau city officials, Marathon County Administration, the Marathon County Parks Department, and other organizations to provide knowledge and a workforce to construct and maintain shared use trails in the Central Wisconsin region.
Section 3.1 – Privileges and Responsibilities:
Membership will be established by CWOCC and grant both voting and nonvoting privileges. Members shall support the mission and purpose of CWOCC. Members may choose to not participate in or publicly support a particular action of CWOCC without relinquishing membership privileges.
Section 3.2 – Membership:
Levels will be established by the Board of Directors (hereafter may be referred to as the “Board”) on an annual basis.
Section 3.3 – Dues:
CWOCC may establish annual dues for membership. Membership levels, depending on contribution amount, shall be established by the Board of Directors with approval from the Officers.
Section 3.4 – Services to Non-Members and Members:
CWOCC may charge different fees for CWOCC events depending on membership levels.
Section 3.5 – Termination of Membership:
Any Member may be removed by a majority vote of the full Board of Directors. Removal may be proposed to the Board by any member of CWOCC. The Member shall be duly informed before any action is taken by the Board and thus given an opportunity to be heard and/or appeal the decision. Removal may be with or without cause whenever, in the judgment of the Board, the best interests of CWOCC would be served thereby.
Section 4.1 – Composition:
CWOCC shall be governed by a Board of Directors elected by the membership. The number of members on the Board shall be no fewer than five (5) and no more than nine (9). The number of Board Members may be amended by a majority vote of the existing Board.
Section 4.2 – Function: The function of the CWOCC Board of Directors shall be to provide guidance and direction to ensure that the mission (as stated in Article II) is being executed. The Board shall manage the business, affairs and property of the corporation, and shall be responsible to create policy, create committees, and be accountable to the membership as it relates to the Mission.
Section 4.3 – Qualifications:
To serve on the Board of Directors, the candidate must be a member in good standing of CWOCC. The candidate also shall agree to commit the time and efforts necessary to the satisfactory performance of his or her duties.
Section 4.4 – Election of Board of Directors Members:
Election of Board Members will be by vote at the first General Meeting held in February of each year. The Nominating Committee will post the names of those nominated on the organization’s website at least one week prior to the General Meeting.
The Nominating Committee may nominate any number of member candidates for the available Board seats, to be submitted to the Board at least 7 days before the election. Members with voting privileges may submit proxy votes via the CWOCC website, or by contacting the CWOCC Secretary for the number of Board seats available, or any lower number. At the General meeting, all members with voting privileges who have not voted by proxy will vote for the number of Board seats available, or any lower number. Casting multiple votes for the same candidate is not allowed. The winning candidates will be those receiving the largest number of votes.
Section 4.5 – First Members:
The first Board Members and Officers shall be the existing members who were duly selected at CWOCC’s February 2012 General Meeting.
Section 4.6 – Terms of Office:
Terms of office will be 3 years. One-third of the initial Board Members will be elected to 1 year terms, one-third will be elected to 2 year terms, and one‑third for 3 year terms. This is to stagger the terms so each year there will be elections for one-third of the Board. After the initial year, elected Board Members shall serve for a term of three years and may succeed themselves.
Section 4.7 – Vacancies:
Board vacancies may be filled by action of the remaining Board Members. The person or persons chosen shall hold office until such time as the unexpired term(s) caused by the vacancy are filled by election in the regular manner. Board Members shall begin their tenure immediately following their election.
Section 4.8 – Manner of Acting:
Actions voted on by a simple majority of the Board of Directors present at any meeting at which a quorum is present shall constitute authorized actions of the Board, unless the act of a greater number is required by law or by these bylaws.
Section 4.9 – Removal: Any Board Member may be removed by a majority vote of the full Board of Directors. Removal may be proposed to the Board by any member of CWOCC. The member shall be duly informed before any action is taken by the Board and thus given an opportunity to be heard. Removal may be with or without cause whenever, in the judgment of the Board, the best interests of CWOCC would be served thereby.
Section 5.1 – Officers:
The principal Officers of CWOCC shall be: President, Vice-President, Secretary and Treasurer. The Board of Directors will fill these positions with the existing term limits still in effect. Elections for these offices will be filled at the first Board meeting following the annual election. Officers will be elected for one year terms at the February club meetings. Officers may hold a maximum of two consecutive terms.
The President (or Chair) shall be a member in good standing and shall be responsible for:
Determining who presides at all meetings of the Board of Directors.
The President shall be the primary contact on behalf of the Board for CWOCC
The President shall perform all duties incident to the office of President and other
duties as may be assigned
The President is a voting member of all standing or special committees, except the
The Vice-President shall be a member in good standing and shall be responsible for:
Performing such duties as are assigned from time to time by the Board of
In the absence of the President, the Vice-President shall have all of the powers and perform all in the absence of the President.
The Vice-President shall assist the President conducting functions of CWOCC.
The Treasurer shall be a member in good standing and shall be responsible for:
Serving as the fiscal manager for CWOCC, accounting for, depositing, disbursing and acknowledging
Prepare and submit CWOCC financial performance reports to the Board, and in general, perform all duties
The Secretary shall be a member in good standing and shall be responsible for:
Perform such duties related to record keeping, notification of meetings, recording and disseminating
Section 5.2 – Election of Officers:
The Board of Directors shall elect all Officers by simple majority vote.
Section 5.3 – Term of Office:
The term of office for all Officers shall be one year and officers may succeed themselves. Incumbent Officers shall serve until their successors have been duly elected and installed (typically not to exceed 30 days).
Section 5.4 – Vacancy:
The unexpired term of a vacancy in an office shall be filled by the Board of Directors from a list of nominees prepared by the Board Members.
Section 5.5 – Removal from Office:
Any Officer may be removed by a majority vote of the full Board of Directors. Removal may be proposed to the Board by any member of CWOCC. The Officer shall be duly informed before any action is taken by the Board and thus given an opportunity to be heard. Removal may be with or without cause whenever, in the judgment of the Board, the best interests of CWOCC would be served thereby.
BOARD OF DIRECTORS MEETINGS
Section 6.1 – Regular Board of Directors Meetings:
The Board of Directors shall meet in regular session, no less than four (4) times per year, by whatever means agreed to by the Board. The Board may direct that CWOCC hold an annual meeting for the supporting members, at which time the Board may bring certain information and business to the attention of the members. The Board may also meet in regular session in conjunction with such annual meetings and programs.
Section 6.2 – Special Board of Directors Meetings:
Special meetings of the Board may be called by, or at the request of, the President or a majority of the Board.
Section 6.3 – Notice of Meetings:
Notice of any regular or special meeting of the Board of Directors shall be given at least seven (7) days prior by notice delivered personally or sent by mail, telegram, pony express, carrier pigeon, email or other electronic media to each Board Member. The President, Vice President or Secretary will fix the time and place for such meetings.
Section 6.4 – Quorum:
A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Board is present at said meeting, a simple majority of the Board present may adjourn the meeting from time to time without further notice.
Section 6.5 – Decision Making:
Consensus is CWOCC’s preferred decision making method. When decisions require a vote, a simple majority of the Board will determine the outcome. Voting may be conducted in person or any reasonable and verifiable method.
Section 7.1 – Schedule:
A General Meeting will be held annually as scheduled by the Board of Directors. They will usually be open to the general public and will present information of interest to the community. Other than elections for Board Members, organization business will not generally be transacted at General meetings
Section 7.2 – Call of Meeting:
Upon written petition to the President by 10 voting members or 10% of voting membership (whichever is greater), the President will call a General Meeting at which any organizational business can be transacted. Any such business must be approved by a simple majority vote of the voting members present.
Section 7.3 – Notice of Meetings:
Notice of any General Meeting shall be given at least seven (7) days prior by notice posted on the organizational website and/or email list. The President, Vice President or Secretary will fix the time and place for such meetings
Section 8.1 – Establishment of:
The Board of Directors may establish committees to assist in conducting organizational business.
Section 8.2 – Committee Chairs and Membership:
The President and Vice-President shall appoint a Committee Chair of each standing committee where not provided in these bylaws, subject to the approval of the Board. Additional committee members may be appointed, as needed, by each Committee Chair; these appointments may be subject to approval by the Board of Directors.
Section 8.3 – Officers:
The President of the Board of Directors may serve as a voting member of all committees.
Section 8.4 – General Powers:
A Committee designated by the Board of Directors may exercise any powers of the Board in managing the corporation’s business and affairs, to the extent provided by written resolution of the Board. The designation and appointment of any such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.
No committee, however, shall have the power to:
Amend the articles of incorporation;
Adopt an agreement of merger;
Enter or terminate any binding contract on behalf of CWOCC;
Make any purchase without prior Board approval;
Amend the bylaws of the corporation;
Fill vacancies on the Board;
Fix compensation of the directors for serving on the Board or on a Committee;
Recommend to Members the sale, lease or exchange of all or substantially all of
Recommend to the Members dissolution of the corporation or a revocation of
CONTRACTS, CHECKS, DEPOSITS, GIFTS
Section 9.1 – Contracts:
The Board of Directors shall authorize any Officer(s) or Agent(s) of CWOCC to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, CWOCC, and such authority may be general or confined to specific instances.
Section 9.2 – Deposits:
All funds shall be deposited promptly to the credit of CWOCC in such federally insured banks, trust companies or other depositories as the Board may select.
Section 9.3 – Gifts:
The Committee Members, Board Members and any Officer may accept, on behalf of CWOCC, any unconditional contributions, gifts, bequests or devises of cash or marketable securities for the general purposes, or for any special purpose, of CWOCC. Conditional or restricted gifts, bequests or devises or gifts of other types of property shall first be approved by the Board of Directors before final acceptance.
Section 9.4 – Compensation of Officers and Members:
No Officer or Member shall receive any compensation or remuneration from CWOCC for his/her services in official capacity of the office, but the Officer may be reimbursed for actual expenses incurred. CWOCC may employ any member, in his/her personal business, or professional capacity to perform services for CWOCC which would, in the normal course of business be contracted for with non‑members, and CWOCC may pay such member reasonable compensation for such services.
Section 9.5 – Disbursements:
CWOCC shall operate under a financial budget approved by the Board of Directors. The Treasurer is responsible for all disbursements; a purchase of any item in excess of $250.00 must be authorized by a simple majority of the Board, with a voting record recorded by the Secretary. All checks in excess of $1000 shall be signed by two (2) authorized signatures, to be determined by the Board.
BOOKS AND RECORDS
Section 10.1 – Books and Records:
CWOCC shall keep complete records of accounts, disbursements and minutes of the proceedings of meetings, or any other documentation required by law. This may also include program accomplishments and volunteer records.
Section 10.2 – Reliance on Books and Records:
In discharging his or her duties, a Director or an Officer of the association, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:
One or more Directors, Officers, or Employees of the association, or of a business
Legal counsel, public accountants, engineers, or other persons as to the matters of which it pertains
A committee of the Board of which he or she is not a member if the Director or A Director or Officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.
DUALITY OF INTEREST
Section 11.1 – Duality of Interest:
Any Member, Officer, contract employee or Committee Member having an existing or potential interest in a contract or other transaction presented to the Board of Directors or a Committee for deliberation, authorization, approval, or ratification, or any such person who reasonably believes such an interest exists in another such person, shall make a prompt, full, and frank disclosure of the interest to the Board or Committee prior to its acting on such contract or transaction. The interested party shall disclose the nature and extent of the interest and any relevant and material facts, known to him or her, about the contract or transaction which might reasonably be construed to be adverse to C-WOCC’s interests.
Section 11.2 – Refraining from Action:
The body to which such disclosure is made shall determine, by a simple majority vote of disinterested members, whether the disclosure shows that the non‑voting and non‑participation provisions below must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. If not, such person may participate normally in the discussions, deliberations and voting on the matter. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and where applicable the abstention from voting and participation.
Section 11.3 – Definition of Interest:
For the purposes of this Article, a person shall be deemed to have an “interest” in a contract or other transaction if such person is the party (or one of the parties) contracting or dealing with CWOCC or is a Director, trustee or Officer of, or has a significant financial or influential interest in, the entity contracting or dealing with CWOCC or is otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved.
Section 12.1 – All Board Members or other duly elected persons of CWOCC, their heirs, executors and administrators shall be indemnified by CWOCC against all cost, expenses and amounts or liability therefore, reasonably incurred by or imposed on them in connection with any action suit, proceeding or claim to which they may be made a party or become involved by reason of an act of omissions or commission of their duties; provided that such indemnification shall not apply if a person be finally adjudged as having been individually guilty of willful misfeasance in the performance of this duty.
Section 12.2 – CWOCC Inc. will maintain a General Liability insurance policy and a Directors and Officers Liability Insurance policy having a limit of at least $1,000,000 per occurrence with a $2,000,000 aggregate.
Section 13.1 – Dissolution of CWOCC:
The Board of Directors may by a two-thirds vote dissolve CWOCC when it is satisfied that CWOCC is inactive and that there is no reasonable hope of its immediate revival, or when it is satisfied that such action is in the best interests of CWOCC. The decision to dissolve CWOCC shall be ratified by a majority vote of existing Members with voting rights, not earlier than 30 days after the decision is made known by the Board of Directors. Upon dissolution, all assets of CWOCC shall be used to satisfy any outstanding debts. Any remaining balance of CWOCC funds shall be given to a nonprofit organization dedicated to trail advocacy, such as a local trail advocacy organization and/or the International Mountain Bicycling Association (IMBA).
AMENDMENTS TO BYLAWS
Section 14.1 – Amendments to Bylaws:
These Bylaws may be amended pursuant to the following procedures:
An amendment may be proposed by the joint action of any three or more Board Members at any regular or special meeting of the Board.
The Secretary shall send a copy of the proposed amendment to each member of the Board within one month after the proposal has been submitted.
Upon approval of at least two thirds of the full Board of Directors, such proposed amendment shall be adopted.
Original Bylaws adopted: February 13, 2012
_____________________________________ CWOCC Founding Member/President
_____________________________________ CWOCC Founding Member/Vice President
_____________________________________ CWOCC Founding Member
_____________________________________ CWOCC Founding Member
_____________________________________ CWOCC Founding Member