Bylaws

Article I

Purpose

VISION

Charlotte Mecklenburg as a region where people of all ages enjoy cycling for everyday transportation, recreation and health.

MISSION

CABA mission works to create a bicycle friendly community through cycling awareness, education, safety advocacy and promotion of bicycling for fun, fitness and transportation

CORE FUNCTIONS

Build optimum infrastructure – - advocate for bike lanes, greenways, bicycle master plans, bicycle design guidelines, bike racks, neighborhood connectivity, traffic calming, safe routes to schools, and access to mass transit.

Advance enlightened public policy – - lobby for bike-friendly ordinances, laws and law enforcement, court decisions to uphold bicyclists’ rights, and appropriate tax mechanisms at all levels of government which affirm bicycling as an economic benefit.

Educate the general public – - promote bicycle awareness, safety and educational programs, annual Bike Week, charity rides and other special events, bike maintenance classes, and learn-to-ride clinics in schools and elsewhere.

Forge coalitions and build partnerships – - cooperate with others to support the CABA VISION and MISSION including public agencies, educational institutions, businesses, bike shops and bike clubs, elected officials, neighborhood groups, the media and other non-profits.

CIVIC ENGAGEMENT

In accordance with its Mission and Core Functions, CABA shall uphold the following community- wide goals and values:

1 ) clean air/water/energy conservation;

2) equal access for all citizens;

3 ) fitness and healthy habits of living;

4 ) design and enhancement of streetscapes/town squares/ historic districts/neighborhoods and other authentic public places;

5) stewardship of public parks/greenways/ rivers/lakes/rural vistas and other open space elements of local and regional significance;

6) planning, zoning and urban design which emphasizes compactness/densification, bicycle/ walking/mass-transit and mixed-income/mixed-use;

7) curbing of the root causes and dire consequences of unchecked sprawl;

8) integration of bicycling with: walking and walking aids, auto/ truck/bus rail/ streetcar/trolley transit/airport access, greenways and other forms of recreational biking – - in order develop and sustain a comprehensive transportation system serving the Charlotte metro region.

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The Corporation may achieve these policies through all methods not inconsistent the State of North Carolina Not-for-Profit Corporation Law. The name of the Corporation, or the names of any of its officers and directors, shall not be used for any purpose not related to the policies of the Corporation, as determined by the Board of Directors. The Corporation shall be non-commercial, non-sectarian and non-partisan.

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Article 2

Members

The Corporation shall have an unlimited number of members. Members are those who have paid dues to the organization as set out by the Board of Directors. The Board may review the dues structure annual or periodically as it sees fit. The Corporation shall not discriminate on accepting members.

Article 3

Board of Directors

Section 1. Powers and Number. The Board of Directors shall have the general power to control and manage the affairs and property of the Corporation in the accordance with the purposes and limitations set forth in the Certificate of Incorporation, and the policies set forth in Article 1. The number of Directors constituting the entire Board shall consist of no more than fifteen directors and no fewer than five directors. Each director shall be at least eighteen years of age, unless State law allows for those under eighteen years of age.

The Board shall approve the annual budget by a simple majority vote. The Board shall approve the minutes of each meeting by either a voice vote or simple majority vote.

Section 2. Election and Term of office. The directors shall be elected to hold office for two-year or three-year terms; provided, however, that an alternate director elected to fill an unexpired term (whether resulting from the death, resignation or removal of a director to created by an increase in the number of directors) shall hold office until the next election of directors. Directors shall be elected at the annual meeting of the Board of Directors by a vote of a majority of the entire Board. Directors may be re-elected to any number of consecutive terms, but re-election shall only be upon a showing that each director has met the duties and responsibilities for directors in an exemplary manner.

Section 3. Nominations. The Board of Directors shall consider potential nominees each year proposed by members of the Board, the Corporation’s staff, and the members of the Corporation in good standing. The Board of Directors may elect or re-elect some, all, or none of the nominees at the annual meeting of the Board.

Section 4. Alternate Board Members. At the annual meeting, the Board of Directors shall appoint a minimum of two and a maximum of five nominees to be “alternate members” of the board of directors. Alternate board members are subject to the same eligibility requirements as directors. Upon the death, resignation or removal of a director, the Board of Directors shall appoint an alternate director to fill the unexpired term until the expiration of that term.

Section 4. Removal. Any director may be removed at any time for cause by a vote of two-thirds of the entire Board at any regular meeting, or at any special meeting of the Board called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Board of Directors then in office. A director who misses three consecutive meetings shall be automatically removed, but may be reinstated by a vote of a majority of the entire Board for good cause shown.

Section 5. Resignation. Any director may resign from the Board at any time. Such resignation shall be made in writing to the Board Chairperson, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board Chairperson. No resignation shall discharge any accrued obligation or duty of a director.

Section 6. Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled by an alternate director at any meeting of the Board of Directors by a vote of the majority of the directors then in office, regardless of their number, and the directors so elected shall serve until the next annual meeting.

Section 7. Meetings. Meetings of the Board of Directors may be held at any convenient place as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board shall be held at a time and place fixed by the Board and for this meeting only, all members must be physically present to vote. Other regular meetings of the Board shall be held no less than six times during the year. The number of regular meetings for the upcoming year shall be determined by the Board each year at the annual meeting. Special meetings of the Board shall be held whenever called by the Board Chairperson or by a majority of the Board of Directors.

Section 8. Notice of Meetings. Notice of the time and place of each regular, special or annual meeting of the Board, together with a written agenda shall be sent by email , fax or postal mail to each director at his or her residence or usual place of business or at such other address as he or she designates, at least seven days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held.

Section 9. Definition of “Meeting.” A meeting is defined as a physical gathering of directors, for which proper notification (as defined above has been provided,) and in which the Board Chairperson and 50% of the entire Board participate. The exception, per above, is the annual meeting. When a physical gathering is not feasible, meeting a tele-conference is acceptable as a substitute form of meeting.

Section 10. Quorum and Voting. Unless greater proportion is required by law, 50 % of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business, other than the removal of a director or employee of the Corporation. The Board shall attempt to resolve routine and procedural questions by voice vote. Where a majority vote is required, only directors participating by telephone or in person may vote.

Section 11. Duties and Responsibilities for Directors. Directors shall be responsible for promoting the purposes of the Corporation set forth in Article 1. Directors shall assist in raising funds for the Corporation, and shall also be actively involved in fulfilling such duties and responsibilities as are determined from time by a majority vote of the Board of Directors.

Section 12. Committees of the Board. The Board, by vote of a majority of the entire Board, may establish and appoint Action Teams, and any other standing committees which it deems appropriate. The Board Chairperson shall appoint or reappoint the Committee Chairperson of each existing committee at the annual meeting for a period of one year or whatever length is appropriate. The Board Chairperson shall appoint the Committee Chairperson of any newly-created committee at the time it is established. The Board Chairperson may remove the Chairperson of any Committee and at any time, provided there is just cause.

All committees shall have the authority delegated to it by vote of the Board, except that committees shall not be granted authority to the following matters:

1. the filling of vacancies on the Board or on any committee;
2. the amendment or repeal of the by-laws or the adoption of new by-laws;
3. disbursement of funds without prior approval of the Chairperson of the Board and/or the Executive Director and/or Treasurer.
4. the amendment or repeal of any resolution or vote of the Board.

Special committees may be appointed by the Board Chairperson with the majority consent of the Board and shall have only the powers specifically delegated to them by the Board. Members of the Corporation may be invited by the Chairperson of each Committee to serve on that Committee for one year.

Section 13. Compensation. Directors shall not receive any salary or compensation for their services as directors.

Article 4

Officers, Employees and Agents

Section 1. Officers. The Officers of the Corporation shall be a Chairperson, Vice-Chairperson, Secretary, and Treasurer. Officers shall be members of the Board of Directors. One person may hold more than one office in the Corporation except that no one person may hold the offices of Chairperson and Secretary. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity. The Board of Directors shall have the authority to elect such additional officers as it deems necessary.

Section 2. Election,Term of Office and Removal. At the annual meeting of the Board of Directors, the Nominating Committee shall submit to the Board of Directors names of potential officers for election or re-election. The Officers of the Corporation shall be elected for one-year terms at the annual meeting of the Board of Directors. Officers may be re-elected to any number of consecutive terms. Each Officer shall assume his or her office immediately after the election, and continue in office until his or her term normally ends.

Section 3. Other Employees and Agents. The Board of Directors may hire an Executive Director (ED), and/or staff, consultants, vendors, or other agents as it deems necessary. Each will serve at the pleasure of the Board of Directors and shall have such authority and perform such duties as the Board of Directors may determine. No such ED, staff person, consultant, vendor, or other agents shall be a Director of the Corporation.

Section 4. Removal. Any officer, employee, consultant or agent of the Corporation may be removed with cause by a vote of 2/3rds of the entire Board.

Section 5. Vacancies. In case of vacancy in any office, a successor to fill the remaining portion of the term will be appointed by the Board Chairperson. See Section 2.

Section 6. Board Chairperson: Powers and Duties. The Board Chairperson shall give notice of, and preside at, all meetings of the Board of Directors. The Board Chairperson shall have general supervision over the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she shall have the power to sign and execute in the name of the Corporation all contracts authorized either generally or specifically by the Board. The Board Chairperson may delegate this authority to the Executive Director or Treasurer with the permission of the Board. The Board Chairperson shall also have such other powers and perform such other duties as the Board of Directors may prescribe.

Section 7. Vice Chairperson: Powers and Duties. The Vice Chairperson shall act as aide to the Board Chairperson and have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability of the Board Chairperson to act, a Vice Chairperson selected by vote of the Board shall perform the duties of Board Chairperson.

Section 8. Secretary: Powers and Duties. The Secretary shall keep the minutes of the annual meetings of the Board of Directors and perform such other duties as the Board may prescribe.

Section 9. Treasurer: Powers and Duties. The Treasurer shall have general oversight of the annual budget. The Treasurer shall also retain an independent auditor to conduct audit report, if required by law or requested by the Board of Directors. The Treasurer shall also have oversight responsibility for all financial matters (as the Board of Directors may prescribe). Until the appointment of staff, the Treasurer shall assume the responsibilities detailed in this section. The Treasurer shall have custody of all the funds of the Corporation, and shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform all such other duties as the Board may from time to time prescribe. At the annual meeting of the Board of Directors, the Treasurer or staff so designated by the Board shall present a report showing in appropriate detail: (1) the assets and liabilities of the Corporation as of a twelve month fiscal period terminating not more than six months prior to the meeting;(2)the principal changes in assets and liabilities during that fiscal period; and(3) the revenues or receipts of the Corporation, both general and restricted to particular purposes, the Corporation, for that fiscal period; and(4) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period. The report shall be filed with the minutes of the annual meeting of the Board. In the event that no one on the Board can serve as Treasurer, then an alternate staff person or independent accountant can substitute with the approval of the Board.

Section 10. Delegation of Powers. To the full extent allowed by law, the Board of Directors may delegate to the ED or other staff powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties. The Board Chairperson may delegate to the ED or staff the power to sign and execute alone in the name of the Corporation all contracts authorized generally or specifically by the Board, unless the Board shall specifically require an additional signature.

Section 11. Compensation. The staff and other employees or agents of the Corporation may receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by a majority vote of the Board of Directors. The officers shall receive no salary or compensation for their services.

Article 5

Contracts, Checks, Bank Accounts And Investments

Section 1. Checks, Notes and Contracts. The Board of Directors is authorized to select the Banks or depositories it deems proper for the funds of the Corporation. Either the Board Chairperson, or the staff Executive Director shall be authorized in the Corporation’s behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment other documents and instruments unless the Board determines otherwise.

Section 2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested as the Board of Directors may deem desirable.

Article 6

Office and Books

Section 1. Office. The principle office of the Corporation shall be located the City of Charlotte or a neighboring community. A complete record of the Corporation’s financial and programmatic activities as described in Art. 6 Sec. 2. must be available to the public at an office of the Corporation.

Section 2. Books. There shall be kept at the principal office of the Corporation correct and complete books of account of the activities and transactions of the Corporation; a minute book, which shall contain a copy of the certificate of incorporation, a copy of these by-laws, and all minutes of meetings of the Board of Directors and any committee thereof; and a current list or record containing the names and addresses of all directors and officers of the Corporation.

Article 7

Fiscal Year

The fiscal year of the Corporation shall commence on July 1st and end June 31st or of the following calendar year.

Article 8

Corporate Seal

The seal of the Corporation shall contain the words ” CABA” or similar expression of a design approved by the Board of Directors.

Article 9

Indemnification

The Corporation may to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided by the Laws of the State of North Carolina, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The Corporation is authorized to purchase and maintain insurance at its discretion for the indemnification of itself and its and directors and officers as provided in Article 7.

Article 10

Amendments

These by-laws may be amended or repealed at any meeting of the Board of Directors by a vote of two-thirds of those eligible to vote. Adoption of this set of By-laws completely supersedes all prior By-laws and Amendments.