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BYLAWS OF TWIN RIVERS CYCLISTS
Article 1 – Name.
The name of this organization shall be Twin Rivers Cyclists,
hereinafter referred to as “this corporation”.
Article 2 – Principle Office.
The principle office for the transaction of business of this
corporation shall be fixed and located in Lewiston, Nez Perce
County, Idaho. The Board of Directors may at any time change
the location of the principle office from one location to
another in the State of Idaho.
Article 3 – Objectives.
The objectives of this corporation conform to the purposes
set out in the Articles of Incorporation, namely to promote
and to support educational, social, and athletic bicycle activities
in the Lewiston, Idaho and Clarkston, Washington area.
Article 4– Membership.
1. Membership shall be given to those that wish to help promote
and support bicycle activities in the Lewiston, Idaho and
Clarkston, Washington area. Membership shall be open on an
individual, family, and corporate basis.
2. There shall be two classes of membership: voting members
and associate members. The voting members of this corporation
shall be those members joining as individuals or as families.
The associate members shall be those corporate, business,
or associational organizations which join as members.
Article 5 – Dues.
The Board of Directors shall have the authority to set and
determine the amount of membership dues for each type of membership.
Article 6 – Rights of Members.
1. Each individual and each family membership shall have a
single vote. Associate members shall have no voting rights
in this corporation.
2. Each member shall be entitled to attend any annual, regular,
or special meeting of this corporation and to sit on committees
established by this corporation. No associate member need
be given notice of any such meeting of this corporation, and
furthermore, no associate member shall be entitled to vote
upon any matter at any such meeting of this organization.
Article 7 – Meetings.
1. The Annual Meeting of this corporation shall be held in
February at a date and time set by the Board of Directors.
Unless otherwise provided in the notice of the meeting to
the voting members of this corporation, the annual meeting
shall be held at the registered office of this corporation.
2. Special meetings may be called as provided under the laws
of this state. Anyone calling such a meeting shall give written
or printed notice to each voting member not less than ten
(10) nor more than fifty (50) days before the meeting. Such
notice may be given personally or by regular mail. If mailed,
such notice shall be deemed delivered when deposited in the
United States mail, with postage paid thereon, addressed to
the voting member at his or her address as it appears in the
records of this corporation. If due to oversight or neglect,
any voting member shall not have been given proper notice
of any such special meeting, such voting member’s presence
at such special meeting shall cure any defect in giving notice
to that voting member.
Article 8 – quorum for membership votes. A quorum for
any voting of the voting members shall be twenty percent (20%)
of the voting members.
Article 9 – Board of Directors.
1. The board of Directors shall consist of nine (9) members.
2. Four members of the Board of Directors shall constitute
a quorum.
3. The initial Board of Directors as named in the
Articles of Incorporation shall serve until the first annual
meeting of this corporation. At the first annual meeting,
the voting members shall elect three (3) members of the Board
of Directors for a term of two (2) years and six (6) members
of the Board of Directors for a term of one (1) year. At the
second annual meeting, and at all subsequent annual meetings,
the voting members shall elect six (6) members of the Board
of Directors for a term of two (2) years and three (3) members
of the Board of Directors for a term of one (1) year. A director
may succeed himself or herself as many times as he or she
is elected to the Board of Directors. Amended
4. Vacancies in the Board of Directors shall be filled by
a majority of the remaining Directors then in office even
though less than a quorum remains. A successor director so
appointed shall serve until the next meeting of the membership,
at which time there shall be an election to determine who
will serve out any remainder of the predecessor’s unexpired
term.
5. Subject to any limitations in the articles of incorporation,
other sections of these bylaws, and Idaho law, all corporate
powers and the affairs of this corporation shall be exercised
and managed by the Board of Directors. Without limiting the
general powers, the Board of Directors shall have the following
powers:
A. To select and remove all other officers, agents, and employees
of this corporation, to prescribe such powers and duties for
them as may not be inconsistent with law, the Articles of
Incorporation, or the Bylaws, and to fix their compensation.
B. To conduct, manage, and control the affairs and business
of this corporation, and to make rules and regulations not
inconsistent with law, the Articles of Incorporation, or the
Bylaws.
C. To borrow money and to incur indebtedness for the purposes
of this corporation and for those purposes to be executed
and delivered, in this corporation’s name, promissory
notes, bonds, debentures, mortgages, pledges, or other evidence
of debt and securities.
6. Regular meetings of the Board of Directors may be held
at any place and time that has been designated by the Board.
7. Meetings of the Board of Directors for any purpose or purposes
may be called at any time by the president or any two members
of the Board. Notice of the time and place of meetings shall
be delivered personally or by mail to each director at least
three (3) days before the time of the meeting. Personal notice
may include telephonic notice to the Board member. The transaction
of any meeting of the Board of Directors, however called and
noticed, and wherever held, shall be as valid as though had
at a meeting after regular roll call and notice, if a quorum
is present and if either before or after the meeting each
of the directors not present signs a written waiver of notice
of a consent to hold the meeting or an approval of the minutes.
All such waivers, consents, or approvals shall be filed with
the corporate records or made a part of the minutes of the
meeting.
8. A director may be removed from office by a majority vote
of the board.
9. The directors shall receive no compensation for their services
as directors.
Article 10 – Officers.
1. The officers of this corporation shall be a president,
vice president, secretary, and treasurer, and such other officers
as the Board of Directors may appoint. One person, other than
the president, may hold more than one of these offices.
2. The Board of Directors shall elect the officers of this
corporation at the board meeting following the annual members’
meeting of this corporation. If there is a vacancy in any
office during the year, the Board of Directors shall elect
a successor at the next board meeting. Officers shall serve
for terms of one (1) year or until the next meeting following
the annual members’ meeting.
3. Subject to the control of the Board of Directors, the president
shall chair the Board of Directors and shall have general
supervision, direction, and control of the business and affairs
of this corporation. The president shall preside at all meetings
of the members and of the directors and shall have such other
powers and duties as may be prescribed from time to time by
the Board of Directors.
4. In the absence or disability of the president, the vice
president shall perform all the duties of the president and
in so acting shall have all the powers of the president. The
vice president shall have such other powers and perform such
other duties as may be prescribed from time to time by the
Board of Directors.
5. The secretary shall keep a full and complete record of
all the proceedings of the Board of Directors, shall keep
the seal of the corporation and affix it to such papers as
may be required in the regular course of business, shall make
service of such notices as may be necessary and proper, shall
supervise the keeping of the records of this corporation,
and shall discharge such other powers and perform such other
duties as may be prescribed from time to time by the Board
of Directors.
6. The treasurer shall receive and safely keep all funds of
the corporation and deposit them in the book or books that
may be designated by the Board of Directors. Those funds shall
be paid out only on checks of this corporation signed by such
officers as may be designated by the Board of Directors as
authorized to sign checks. The treasurer shall have such other
powers and perform such other duties as may be prescribed
from time to time by the Board of Directors.
Article 11 – Amendments.
Amendments to these Bylaws may be made by the voting members
by majority vote at a regular or special meeting called for
that purpose.
IN WITNESS WHEREOF, all Board members of this corporation
have affixed their hands and seals at Lewiston, Nez Perce
county, Idaho on this 10 day of December, 1987.
S/ Russell L. Morgan
Scott Ferguson
Jeffrey T. Kiely
J. Kleeburg
Scott Troutt??
Aarleen P. Watson
Daniel E. Schlies??
Steven C. Doane
K. D. Hazen??
The undersigned, being all of the Directors of Twin Rivers
Cyclists, an Idaho Corporation, and one of the undersigned
being the Secretary of this corporation, do hereby certify
that the foregoing Bylaws were duly and regularly adopted
by majority vote at the first meeting of the Board of Directors
of said corporation on the 10 day December, 1987.
S/ Russell L. Morgan
Scott Ferguson
Jeffrey T. Kiely
Daniel E. Schlies??
Steven C. Doane
Aarleen P. Watson
Scott Troutt
J. Kleeburg
ATTEST:
K.D. Hazen
Secretary
STATE OF IDAHO )
: ss.
County of Nez Perce)
I, Gordon W. Petrie, a Notary Public, do hereby certify that
on this 10th day of December, 1987,
who, being by me first duly sworn, declared that they are
the directors and the secretary respectively of Twin Rivers
Cyclists, that they signed the foregoing document as such,
and that the statements therein contained are true.
(SEAL) s/ Gordon W. Petrie
Notary Public in and for the State
of Idaho, residing at Lewiston.
My commission expires 12-20-88.
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