NYMBC By-Laws

ARTICLE I NAME The name of this organization shall be New York Mountain Bicycling Coalition (NYMBC).

ARTICLE II PURPOSE

To promote:

ARTICLE III MEMBERSHIP

SECTION 1. MEMBERS. NYMBC shall have as members local MTB advocacy groups in New York or adjacent states. NYMBC shall be comprised of no fewer than five (5) member organizations; Members in good standing of the local MTB advocacy groups are automatically members of NYMBC.; In the following sections "member groups" refer to local MTB advocacy groups who are members of NYMBC, and "members" refer to individuals who are, through their local groups, members of NYMBC.

SECTION 2. NEW MEMBER GROUPS. New member groups shall be admitted through an application and a nominal annual registration fee.

SECTION 3. REMOVAL FROM MEMBERSHIP.

A. Member groups wishing to resign may do so through written or oral communication to an officer or director of NYMBC.

B. Member groups whose actions and/or public utterances conflict with the Purpose (Article II) of NYMBC may be removed from membership by a majority vote of those present at a general meeting. The reason or reasons for the proposed removal shall be made available to all members present, and shall be recorded in the minutes of the meetings.

SECTION 4. DIRECTORS. The Board of Directors shall comprise of one or two members from each NYMBC member group. Selection of directors would be made by the member groups themselves.

Duties of the Directors shall include:

1. To provide guidance and direction to the officers and members in ensuring that the Bylaws and Purpose of NYMBC are being carried out.

2. To serve as liaison between NYMBC and their respective community components, informing NYMBC of the needs of the area as they apply to the Purpose of NYMBC.

3. To serve as a visible representative of NYMBC and its Purpose.

5. To represent mountain bikers at the state level.

SECTION 5. ASSOCIATE MEMBERS. Representatives of other user groups, state and federal natural resource agencies, the bicycling industry, other outdoor groups and private landowners may join NYMBC as long as they support the purpose of the organization. NYMBC shall encourage associate memberships in order to foster liaison with the abovementioned groups. Admission, term of membership and removal shall be the same as for general member groups.

SECTION 6. OFFICERS. Officers of NYMBC shall also be directors, and shall be chosen by the membership of NYMBC through their designated board members. The terms of office shall be one year, beginning January 1 and ending December 31. Officers will include a Chairperson (or two CoChairpersons) a Treasurer and a Secretary; Their responsibilities are:

Chair/CoChair: The Chair/CoChairs shall be the principal spokespersons and chief elected officers of the organization, but may delegate such functions to other members or committees as deemed appropriate. They shall exercise general supervision over the business and affairs of NYMBC and shall perform all duties incident to the office of Chair/CoChair and other duties as may be prescribed by NYMBC. The Chair/CoChairs shall be ex officio members of all committees.

Treasurer: The Treasurer shall be the chief financial officer of NYMBC and will serve as a member of the Budget Committee. The Treasurer shall be responsible for the funds and securities of NYMBC; maintain accurate records of all receipts and disbursements; disburse funds for the purpose of and in the amounts authorized by NYMBC; and ensure that NYMBC maintains compliance with New York and federal statutes.

Secretary. The secretary shall be responsible for correspondence; notification of Directors when terms are expiring; recording, preparing and mailing minutes of all meetings; and sending announcements of meetings. The secretary also shall be responsible for assembly and distribution of appropriate written material to newlyelected Directors.

A. Nominating Committee. The Chair/CoChair and Treasurer shall be the nominating committee to put before the members a slate of officers and directors. The nominating committee will meet and/or correspond to recommend a slate of officers to the general membership. However, twentyfive (25) percent of the members also may put before the members a slate of officers and directors.

B. Election of Officers.; Officers shall be elected by the members at the annual meeting in (to be determined). To be elected, an officer must receive a majority of those voting. Each officer shall serve for one year or until replaced.

C. Removal of Officers. Any officer may be removed at any time by a majority vote of those present at a meeting of the members of NYMBC if the notice listed removal of a director as one of the agenda items. The reason or reasons for the proposed removal shall be made available to all members present, and shall be recorded in the minutes of the meetings.

ARTICLE V MEETINGS OF MEMBERS

A. NYMBC shall hold one annual meeting, at a date convient to the majority of the board members. It may meet more frequently. Meetings shall be called by the Chair/CoChair, following consultation with board members by mailing to each member group at least seven (7) days in advance a written notice of the time and place of a meeting.

B. At least five (5) members must be in attendance for there to be a quorum for the transaction of business at any meeting of the members of NYMBC. If a quorum is present, then the affirmative vote of a majority of members present is the act of the members. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of member(s) from the meeting, provided that any action thereafter taken must be approved by at least four members.

ARTICLE VII COMMITTEES

Committees shall be constituted and dissolved by NYMBC with a specific timelimited task.

ARTICLE VIII OPERATING POLICIES

A. The daytoday operation of NYMBC shall be determined by these bylaws and policies adopted by a majority vote of the members at a duly called meeting.

ARTICLE IX AMENDMENTS TO BYLAWS

These bylaws may be altered, amended or repealed by a twothirds vote of the members present at a dulycalled NYMBC meeting, provided that notice of the proposed bylaw changes shall be in writing and shall be mailed to the members at least two weeks prior to the meeting at which they will be considered.

ARTICLE X DISSOLUTION

The NYMBC may be dissolved by the vote of twothirds of the members present at a duly called meeting. Upon such dissolution, NYMBC members shall vote on how to dispose of the organization's remaining assets.