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Adopted: 14 February 1973
Amended: 16 February 1978; 7 August 1978; 10 April 1979; 4 August 1980; 1 May 1990; 1 December 1998; 5 December 2000; 2 October 2007.
The Board of Directors of the Charles River Wheelmen, Inc. (CRW) do hereby publish and promulgate these amended bylaws of the Corporation, which shall be effective 5 December 2000.
1. President. The President shall be the chief executive officer of the corporation and shall report to the Board of Directors (Board). The President shall be the Chair of the Board and shall have general supervisory authority over the activities of the CRW. The President shall appoint and organize all of the officers listed in (2), below, except as specifically therein provided otherwise; shall establish the Finance and Budget Standing Committee listed in (3), below, and any other committees and coordinators deemed necessary; and shall delegate to them such authority as the President shall see fit. The President shall be an ex officio member of all CRW committees. The President may abolish any committee, other than the Finance and Budget Standing Committee, whose function is no longer necessary to the CRW.
2. President's Staff: Officers. The President's staff shall include the following officers and may include such others as the President shall designate. Any member shall be eligible for appointment to any CRW position.
The Executive Vice-President shall assist the President in administering the activities of CRW and shall carry out the duties of the President in the President's absence. The Executive Vice-President shall become interim President whenever circumstances arise which necessitate such action. If neither the President nor the Executive Vice-President is available to carry out the duties of the President, the Board shall elect an interim President to serve until the next regular presidential election. The Executive Vice-President shall oversee the activities of the Secretary, the Membership Coordinator, and the Vice-President of Legal Affairs. The Vice-President of Finance shall chair the Budget and Finance Committee; shall be the primary source for authorization of the expenditures of CRW; shall direct the annual CRW budgeting process; and shall oversee the activities of the Treasurer. The Vice-President of Rides shall develop and carry out the rides program of CRW. The principal focus of this program shall be on Sunday rides. Other ride-related activities shall be developed to meet the current needs of the membership. Any additions to, or deletions from, the overall rides program shall be approved by the Board. The Vice-President of Publications shall develop and coordinate the following publications:i. A monthly bulletin known as WheelPeople, which shall be mailed to each member so as to arrive at the member's residence not later than the first day of the ensuing month. WheelPeople shall list upcoming CRW rides and events, minutes of Board meetings, election information, views of the members, educational and safety information, paid advertising, and current information pertaining to other bicycling organizations and events.
ii. Special Publications, such as pamphlets, membership applications, and leaflets which are required by CRW. These publications shall first be approved by the board. The Vice-President of Publications, with the approval of the President, shall appoint such staff as is deemed necessary to produce, publish, and distribute WheelPeople and other approved publications.
The Vice-President of Legal Affairs shall prepare such legal documents as the Board shall direct and shall review and provide counsel upon insurance matters and other aspects of the business operations of CRW. The Vice-President of Legal Affairs shall have legal training or shall engage the services of a licensed attorney as needed, subject to the approval of the Board. The Secretary shall keep minutes of meetings of the Board and of other meetings. The Secretary shall also supervise the preparation and counting of ballots for the annual general election of the Board and for any other elections.The Treasurer shall be appointed by the President. The Treasurer shall deposit and expend the funds of CRW upon proper authorization by the Vice-President of Finance. The Treasurer shall keep records of monies received and expended, and shall present a monthly summary report to the Board. The Treasurer shall also prepare and file with the Commonwealth of Massachusetts the annual corporate renewal and shall file any other required legal documents necessary for the orderly functioning of CRW. In the event that the Treasurer is unable to carry out the duties, the Vice-President of Finance shall take over the duties of the Treasurer, and authorization for expenditure shall reside with the President until such time as a new Treasurer is appointed. The Membership Coordinator shall receive and process all membership applications, and shall keep accurate and current records of CRW membership. The coordinator shall provide a report to the Board each month and shall provide such other reports as the Board may direct. The coordinator may appoint one or more assistant coordinators if required.3. President's Staff: Other
Standing Committees: The President's Staff shall include the Finance and Budget Standing Committee and such additional committees as the President shall designate to carry out CRW functions. The Finance and Budget Committee (Finance Committee) shall be established by the President upon recommendation of the Vice-President of Finance. This committee shall include the Vice-President of Finance and the Treasurer. The Finance Committee shall prepare and present to the President and the Board for approval not later than January an annual budget which recognizes various sources of revenue and levels of expenditure based on those revenues. Any surplus funds may be invested in reasonable securities by the Board upon recommendation of the Finance Committee. The Finance Committee shall also oversee the annual audit and shall take necessary action on the recommendations of the auditor. The Finance Committee shall make quarterly and annual reports to the Board, and such other reports as the Board may require. Special Coordinators: The President shall appoint special coordinators for such additional functions or activities as the Board deems necessary, which may include safety, government relations, and bicycle/environmental affairs.4. Terms of Office
President. The President shall be elected annually by a majority of the Board at its January meeting and shall serve for one year from that meeting to the next January meeting. The President shall in no event be elected for more than two consecutive terms. Any member of CRW may be elected president. The Board may remove the President for reasonable cause by a two-thirds vote. In the event the President resigns or is removed from office before the end of the calendar year, the Executive Vice-President shall become President for the remainder of that year and shall become past President in due course. Officers and Committee Chairs. The officers and Committee Chairs designated above have no specific length of term and shall serve at the pleasure of the President; subject, however, to dismissal for cause by a two-thirds vote of the Board.
There shall be the following kinds of memberships:
1. Full Memberships
Individual: An individual member shall be at least 16 years of age, and shall, if a minor, have prior parental consent for such membership. An individual member shall have one vote in CRW elections. Household: A household is defined as two or more persons residing in the same dwelling. All members of the immediate household are included in the membership. The holders of a household membership shall have two votes in CRW elections regardless of the number of household members. All full memberships shall receive one subscription to WheelPeople.2. Limited Memberships: This category of membership may be conferred by the Board upon persons of its choosing. Limited members in the CRW do not pay dues. Limited members may not serve on the CRW Board nor may they vote in CRW elections. However, they may receive gratis monthly copies of WheelPeople and other pertinent CRW publications and may attend the Annual Meeting and other meetings of the CRW. All limited memberships shall be reviewed annually. Categories of limited membership shall be as follows:
Honorary: A person not a regular member of the CRW, whose actions have benefited cycling in some way. Promotional: Upon application and approval by the Board, a bicycle business enterprise may become a promotional member of CRW. Names of promotional members may be printed gratis in WheelPeople. Courtesy: Other persons and organizations may become courtesy members at the discretion of the Board.
Vacancies on the CRW Board shall be filled annually in the following manner:
1. The Board shall establish nomination procedures each year not later than the September issue of WheelPeople.
2. Any member may submit his/her own name as a candidate for the current Board vacancies, not later than the deadline for inclusion of ballots in the November WheelPeople.
3. Each candidate may submit a statement of 100 words or less, to be printed not later than the November WheelPeople, indicating the candidate's interest in and qualifications for Board membership.
4. Election of Directors shall be by secret ballot mailed to all regular members in the November WheelPeople. Completed ballots shall be returned to the Secretary so as to be tallied and certified in time for publication in the January WheelPeople.
5. Board vacancies, other than in the normal course:
In the event that a vacancy occurs on the Board owing to the early resignation of a Director(s) or otherwise, the remaining Board members shall choose a temporary replacement(s) to serve until the next scheduled general election, at which time a permanent replacement(s) for the unexpired term(s) of the vacated position(s) shall be elected by the membership as provided above. If the past President is unwilling or unable to serve any portion of the ex officio term provided, there shall be no replacement of such person. If the current President resigns at any time during their second consecutive term of office, said President may remain on the Board for the balance of the current year but shall not remain on the Board for the following year as ordinarily provided.6. Term of Office
A Board member's term shall begin on January 1 of the following year in which elected and shall terminate on December 31 of the third year of office. No Board member may be elected to more than two successive full three-year terms by the general membership. The President and immediate Past President's ex officio terms on the Board shall commence at the January Board meeting and shall terminate at the next January meeting.
1. Regular meetings of the Board shall be held monthly on the first Tuesday, unless such Tuesday is a legal holiday, in which case the monthly meeting shall be held on the second Tuesday. Board meetings shall always be open to the membership of CRW.
2. Meetings of the Board shall require a quorum of at least five-ninths (5/9) of the generally elected Board members in order to conduct official business of the CRW.
3. There shall be an annual meeting of the regular membership in April.
4. There shall be an annual Awards Banquet, at such time and place as the Board shall designate, for honoring CRW members and distinguished non-members who have made major contributions to CRW and/or to bicycling in general during the previous year(s).
1. All fiscal policies of the CRW shall be promulgated annually by the Finance Committee with the approval of the Board.
2. CRW as a goal shall operate on a fully balanced budget within each fiscal year and shall not incur a deficit in any fiscal year.
3. All expenditures of CRW funds must be made pursuant to items in the approved annual budget. All non-budgeted items must be approved specifically by the Board. Expenditures up to $100 may be approved by the President in an emergency but must be presented to the Board at or before its next scheduled meeting. Unauthorized expenditures will not normally be reimbursed.
4. The CRW fiscal year begins January 1 and ends December 31.
These Bylaws shall be amended only by vote of a majority of the Directors present at a regularly scheduled meeting of the Board, provided that a quorum shall have been declared. The Directors shall be notified of any proposed amendments not later than two regular Board meetings preceding the meeting at which the amendments are to be adopted. Any changes in these Bylaws shall be published in the next available issue of the WheelPeople. Amendments to these Bylaws which are duly adopted by the Board shall become effective immediately upon adoption.
In the event of conflict between any provision of the CRW Constitution and these Bylaws, the Constitution shall take precedence.
The Board may establish any additional policies governing CRW activities provided that such policies do not conflict with these Bylaws. Any additional policies shall be published in the WheelPeople and records of such policies shall be maintained by the Secretary. Additional policies may be approved or eliminated by a simple majority vote of the Board taken at a regularly scheduled Board Meeting.
These Bylaws as revised and amended on 5 December 2000 shall become effective immediately upon adoption by the Board of Directors.