ST. VRAIN VELO (dba BLUESKY VELO)

 

BY-LAWS

 

ARTICLE I - NAME AND PURPOSE

 

The name of the organization shall be St. Vrain Velo (hereinafter referred to as St. Vrain Velo).

 

The purpose of St. Vrain Velo shall be to promote the sport of cycling through the support of amateur riders looking to enhance their racing skills, provide value to its sponsors and foster a safe, healthy, responsible and fun community of bicycling and bicycle racing.

 

To achieve its objectives St. Vrain Velo shall provide activities and training to increase knowledge of race strategy, fitness and teamwork and to educate its members and the public as to the value of bicycling and the rights and responsibilities of cyclists both on and off-road.

 

ARTICLE II - NON-PROFIT STATUS

 

St. Vrain Velo shall not be organized for profit, and no part of the income or capital shall inure to the profit of any person, except as compensation for expenses incurred that have been approved by the Board of Directors or by resolution of the Members.

 

ARTICLE III - MEMBERSHIP

 

Section 1. St. Vrain Velo is a select group of racers for whom membership approval shall be given to all persons who have been approved by the Board of Directors. The Board of Directors, by a majority vote, retains the right to disregard any one or all of the following guidelines due to special circumstances. Individual membership applications will be considered if the individual has an interest in the purpose of St. Vrain Velo, plans to race a minimum of ten (10) races during the current season, tenders the appropriate membership fee, cooperates, provides value to the team, participates in team events, represents both team and sponsors positively, and espouses the attitude of excellence embodied by St. Vrain Velo philosophy. Applications for membership for the following year must be received by October 31 of the current year. Final team selections will be announced at the Annual Meeting.

 

Section 2. Membership shall be good for one (1) year. The Board of Directors will vote on each membership requesting renewal. Membership renewals will be granted based on race participation (may be overlooked if season was cut short due to serious injury, life change or other reality judged viable by the Board of Directors), attitude, cooperation, team/event participation, positive representation of both team and sponsors, proven sponsor support and goals met over the past year. St. Vrain Velo does not discriminate against individuals on the basis of competition results, injury, race, color, sex, sexual orientation, gender identity, religion, disability, age, ancestry or national or ethnic origin.

 

Section 3. Membership may be terminated at any time by a majority vote by the Board of Directors if any member is found to be negligent towards the team guidelines listed in Article III, Section 1.

 

Section 4. The application form authorized by the Board of Directors shall include a Release of Liability form releasing St. Vrain Velo and its officers and other officials from liability in case of accident, injury or misadventure as a part of St. Vrain Velo and during St. Vrain Velo activities. St. Vrain Velo is not liable for individuals on group rides or other activities who are not registered as members of St. Vrain Velo.

 

Section 5. Membership fees may be fixed by a simple majority of those attending the Annual Meeting of St. Vrain Velo and shall remain fixed until the next Annual Meeting or until such time as a Special Meeting of the membership is called for the specific purpose of fixing membership fees. Membership fees shall be due and payable yearly to the Treasurer.

 

ARTICLE IV - ENTITLEMENT TO VOTE

 

Members are qualified electors/voters at meetings of St. Vrain Velo when they are present in person. Each member is entitled to one (1) vote.

 

ARTICLE V - MEETINGS

 

Section 1. No less than thirty four percent (34%) or one (1) more than half of those members in attendance shall constitute a quorum at any meeting.

 

Section 2. The Annual Meeting of the Members shall be held during the month of December in lieu of a general meeting, or at the call of the Board of Directors, at a time and place it may designate. Notice of the Annual Meeting shall be posted on the St. Vrain Velo website to Members not less than fourteen (14) days before such meeting.

 

Section 3. At the Annual Meeting the minutes of the preceding Annual Meeting of the Members shall be read; the President shall give a report on the status of St. Vrain Velo or designate a fully qualified person to do so; a Board of Directors shall be elected, and any other business brought to the floor shall be conducted.

 

ARTICLE VI - SPECIAL MEETINGS

 

Upon resolution of the Board of Directors, or upon petition executed by not less than fifteen (15) members, the Secretary shall set a Special Meeting of the members of St. Vrain Velo and email notice thereof to all members. The notice shall state specifically the business to be transacted. The meeting shall be publicized via email seven (7) days in advance.

 

ARTICLE VII - ELECTIONS

 

Section 1. In the month of October each year the President shall appoint a Nominating Committee of three (3) Members. An email shall contain a notice of the Annual Meeting, names of the Nominating Committee members and a call for nominees. Additional nominations may be made by Members from the floor at the Annual Meeting.

 

Section 2. The Nominating Committee shall submit to the President a proposed slate for the election designating the office to which each Member thereon is nominated. Such proposal shall be submitted in time to permit publication of the slate in December.

 

Section 3. The Publications Director shall upload in December onto the St. Vrain Velo website a notice listing the slate of the Nominating Committee and also notice of the place, date and time of the Annual Meeting.

 

Section 4. The Board of Directors shall be elected at the Annual Meeting by written ballot on an appropriate form or by show of hands, at the option of the presiding officer. Votes shall be counted separately by at least three (3) members in the presence of the electors.

 

ARTICLE VIII - BOARD OF DIRECTORS

 

Section 1. POWERS AND RESPONSIBILITIES: St. Vrain Velo shall be governed by the Board of Directors. The delegation of duties herein to any person or persons shall not operate to limit the powers or responsibilities of the Board of Directors to manage the affairs of St. Vrain Velo in any situation.

 

Section 2. QUALIFICATION: Members of the Board of Directors shall be Members of St. Vrain Velo as defined by Article III.

 

Section 3. COMPOSITION OF THE BOARD OF DIRECTORS: At the Annual Meeting the Members shall elect a ten (10) member Board of Directors which shall be composed of the following: President, Vice-President, Secretary, Treasurer, two (2) Ride Captains, Public Relations Director, Racing Director and two (2) Directors at Large.

 

Section 4. TERM OF OFFICE: The President, Vice-President, Secretary, Treasurer, Ride Captains, Public Relations Director, Directors at Large, and Racing Director shall be elected to hold office for terms of one year or until their successors are elected.

 

In the event of a vacancy on the Board of Directors, the President, with the concurrence of the Board of Directors, shall appoint a replacement to fill the unexpired term.

 

Section 5. MEETINGS AND QUORUM: The Board of Directors shall meet not less than once each calendar quarter and at such other times as circumstances require for the purpose of conducting the business of St. Vrain Velo. Meetings of the Board of Directors may be called by the President or by petition of five (5) Directors. At any meeting of the Board of Directors five (5) or more Directors shall constitute a quorum and no less than (5) shall transact any business except as provided elsewhere.

 

Section 6. DUTIES OF PRESIDENT: The President shall act as chairman of the Board of Directors and carry out all duties and responsibilities assigned by the Board of Directors. The President shall preside over general membership meetings of St. Vrain Velo. The President shall provide leadership, coordination and guidance in all matters of St. Vrain Velo. The President shall have the power to appoint and dismiss committee chairmen. Other duties are prescribed in Article V, Section 3; Article VII, Section 1 and Article VIII, Section 4.

 

Section 7. DUTIES OF VICE-PRESIDENT: The Vice-President shall assume the President's office and powers in the absence of the President. The Vice-President may also chair specific phases of St. Vrain Velo activity as designated by the Board of Directors.

 

Section 8. DUTIES OF SECRETARY: The Secretary shall keep, or cause to be kept, minutes of meetings of St. Vrain Velo and Board of Directors. The Secretary shall prepare written documents as required for St. Vrain Velo and shall handle correspondence, mailings, and notifications of meetings when required. The Secretary shall assume the President's office and powers in absence of both the President and Vice-President.

 

Section 9. DUTIES OF TREASURER: The Treasurer shall, pursuant to the regulations of the Board of Directors, have custody of the funds and securities of St. Vrain Velo, manage the same, deposit and safeguard funds, and pay bills and other obligations. The Treasurer shall prescribe the form of records to be kept by any person handling funds of St. Vrain Velo.

 

Section 10. DUTIES OF RIDE CAPTAINS: The Ride Captains shall be in charge of planning routes and times for organized team rides and specific training rides. A Ride Captain or designated representative shall be present at the start of all team organized rides to review safety and ride guidelines. Once the ride starts, St. Vrain Velo is no longer responsible for those on the ride.

 

Section 11. DUTIES OF PUBLIC RELATIONS DIRECTOR: The Public Relations Director shall be responsible for bringing St. Vrain Velo and its sponsors to the attention of bicycling interests and the public at races and events.

 

Section 12. DUTIES OF RACING DIRECTOR: The Racing Director shall be responsible for supervising any racing program of St. Vrain Velo.

 

Section 13. DUTIES OF DIRECTORS ELECTED AT LARGE: Each of the two (2) Directors at Large shall have special responsibilities as determined by the Board of Directors as a whole.

 

Section 14. RECALL OF DIRECTORS: Any Director may be removed from office for just cause by a two-thirds (2/3) majority vote of the entire Board of Directors. Just cause shall be defined as failure to maintain membership, malfeasance, and/or failure to perform duties as set forth herein.

 

ARTICLE IX - AMENDMENTS

 

These By-Laws may be amended only by two-thirds (2/3) of those qualified Members voting at a Special Meeting, provided a quorum is present. Such amendments shall have been proposed at a previous meeting and published on the St. Vrain Velo website preceding the Special Meeting at which the vote is to be taken.