Oklahoma
Earthbike Fellowship Inc.
CONSTITUTION
ARTICLE I: NAME
This organization shall be constituted
under the name "OKLAHOMA EARTHBIKE FELLOWSHIP", herein referenced as
OEF. The Oklahoma Earthbike Fellowship is an incorporated, not-for-profit
(501-3-C) organization as described by the laws of the state of Oklahoma. The
organizational name, logo(s) and insignia(s) stand protected and shall not be
used for endorsement, advertising, etc., without the express consent of a
quorum-majority of the Board of Directors.
ARTICLE II: PURPOSE
The declared purposes of the OEF are as
follows.
Section 1. To promote the recreational
sport of off-road cycling within, but not limited to, the bounds of the State
of Oklahoma.
Section 2. To act as a collective agent,
on behalf of off-road cyclists, in fulfilling our obligation to respect and
care for the Earth--the living resource we ride upon.
Section 3. To foster a spirit of
understanding of cooperation between cyclists and other outdoor recreational
enthusiasts, land management agencies and pertinent governmental entities, as
well as organizations with mutual concerns and interests.
Section 4. To function as a
clearinghouse for information, maps and materials related to off-road cycling,
rider etiquette, laws and legislation and land management agency actions.
Section 5. To maintain and expand the
areas available to off-road cyclists.
Section 6. To build a positive public
image of off-road cyclists through any available means and media. Media shall
include, but is not limited to, the OEF newsletter (Dirt Talk), the OEF website
(www.okearthbike.com) and the OEF phone hotline (405-949-1877).
ARTICLE III: PRINCIPLES
The OEF and its Members, in pursuit of
the PURPOSES stated above, shall act in accordance with the following
principles.
Section 1. The OEF is based upon the
principle of equality of all its Members.
Section 2. All Members, in order to
ensure all of them the rights and benefits resulting from Membership, shall
fulfill, in good faith, the obligations assumed by them in accordance with this
Constitution.
Section 3. All Members shall endeavor to
give the OEF every assistance in any action undertaken in accordance with this
Constitution.
ARTICLE IV: MISSION STATEMENT
The Oklahoma Earthbike Fellowship is a
statewide Membership organization dedicated to the enhancement of off-road
cycling through trail advocacy, maintenance and cooperation with land managers
and users.
ARTICLE V: BYLAWS
Section 1. The OEF shall adopt Bylaws
consistent with this Constitution, embodying additional provisions for
governing of the OEF.
BYLAWS
ARTICLE I: MEMBERSHIP
Section 1. Active Membership: Any
individual or family of good character who subscribes to the purposes of the
OEF may, upon completion of application in accordance with its Bylaws, receive
Active Membership status at the appropriate Membership fees. A family shall
consist of single, married, common-law marriage, etc., family units including,
but not requiring, one or more children.
A. Active Individual Membership
B. Active Family Membership
Section 2. Affiliate and Chapter Memberships
A. Affiliate
or Corporate Membership: Any organization, corporation, business, industry or
other private enterprise that supports and subscribes to the purposes and
ideals of the OEF, in keeping with its Constitution and Bylaws, may, upon
acceptance of its application and reipt of Membership fees, be granted
non-voting Affiliate or Corporate Membership.
B. Satellite
Chapter: Any organization that supports and subscribes to the purposes and
ideals of the OEF, in keeping with its Constitution and Bylaws, and which is
organized and operates primarily in an area or areas outside the geographic
boundaries of the Greater Oklahoma City Metropolitan Area (which is defined to
include, but not be limited to, all of Oklahoma and Cleveland Counties), may
apply for status as a Satellite Chapter of the Oklahoma Earthbike Fellowship,
Inc.
1. Each
such organization may be formed and operate in any legal manner, provided the
organization holds popular elections at least every two years for the purpose
of choosing its highest official.
2. Each
such organization shall make application to the OEF on behalf of its
membership, providing: the organization’s name; the name, address and telephone
number of its membership; the name of its highest official; the geographic area
from which it derives membership and in which it primarily operates; and a copy
of any organizational formation documents, if any (such as constitutions,
bylaws, articles of organization/incorporation, etc.).
3. Each
such organization shall, upon approval of its application, submit to the
Treasurer of the OEF ten percent (10%) of the full OEF membership fee for each
Satellite Chapter member, with the remaining ninety percent (90%) to be
retained by the Satellite Chapter. The
payment of membership fees shall be accompanied by a complete membership list
identifying each member for whom the Satellite Chapter is paying fees. Thereafter, new members joining the OEF
through the Satellite Chapter shall pay their membership fee to the Satellite
Chapter, which shall promptly remit ten percent (10%) of the membership fee to
the Treasurer of the OEF, together with the new member’s application.
4. Only
those organizations whose entire membership becomes and remains members of the
OEF may be approved as and remain Satellite Chapters.
5. Members
of the OEF obtaining membership through Satellite Chapters are full Active
Individual or Active Family Members of the OEF.
6. The
highest elected official of each Satellite Chapter shall be a Special Member of
the Board of Directors, to remain on said Board for the duration of that
official’s term of office in the Satellite Chapter.
7. Applications
for Satellite Chapter status shall be directed to the Board of Directors, which
shall vote on completed applications at its next regularly scheduled meeting,
with the result announced to the general membership at the next following
membership meeting.
Section 3. Honorary Membership: Any
person, organization, corporation, business, industry, or other private
enterprise, Member or non-Member, who performs extraordinary services of a
meritorious nature benefiting the OEF, its constituency, or furthering its
purposes, may be nominated for Honorary Membership by the Board of Directors.
Honorary Members shall receive a lifetime Membership to the OEF and be granted
all privileges of Active Membership. Such nomination(s) must be presented at a
regular Membership meeting.
Section 4. Duration: Membership
continues until resignation, dismissal for cause or expiration of term of
Membership.
Section 5. Resignation: The resignation
of a Member shall be tendered to the Secretary at any regular Membership
meeting.
Section 6. Dismissal: Any Member of the
OEF found guilty of an act inconsistent with the goals or good of the OEF may
be dismissed by a majority vote of the Board of Directors, subject to majority
confirmation of the Membership (if requested by the dismissed Member). Any
Member of the OEF who is more than two months in arrears in dues shall be
automatically dismissed.
Section 7. Term of Membership: The term
of Membership shall extend for twelve months from the date of joining.
Section 8. Membership Fees: Membership
fees shall be set by majority vote of the Membership for the upcoming year at
the Annual Meeting and shall be posted in the OEF newsletter.
ARTICLE II: MEETINGS
Section 1. Regular Meetings: Regular
meetings, also referred to as Membership meetings, shall be held, consistent
with current requirements. The Board of Directors may modify meeting dates to
allow for meeting space availability or other non-controllable events.
Section 2. Committee Meetings: Committee
meetings shall be held as designated by the Committee Chairperson(s) in
cooperation with elected Officers.
ARTICLE III: OFFICERS
Section 1. Officers
A. The President shall
1. Convene and preside at all meetings,
not including committee meetings.
2. Conduct all meetings in an orderly
and business-like manner.
3. Exercise general supervision over the
affairs of the OEF.
4. Represent the OEF in all matters,
subject to board approval on any major decision involving finances in excess of
$100.00 or affecting the continued existence of the OEF.
5. Cast a vote only in case of a tie in
a motion before the Membership or the Board of Directors.
6. Carry out and enforce the provisions
of the Constitution, Bylaws and such special or standing rules as may be
ratified hereafter.
7. Form committees and appoint all
Committee Chairpersons.
B. The Vice-President shall
1. Assume the duties of the President
when the President is absent.
2. Attend and assist the President in
all matters of consequence to the OEF.
3. Coordinate with all Committee
Chairpersons and report information to the President.
C. The Secretary shall
1. Record the minutes of all proceedings
of the group and maintain all records, not including financial.
2. Send out notices of regular or
special meetings.
3. Carry out all official correspondence
of the OEF. The President may delegate to certain Committee Chairpersons the
authority to conduct correspondence related to their duties.
4. Maintain a file of all official
correspondence.
5. Furnish each Member with a copy of
the Constitution and Bylaws and any duly authorized amendments thereto upon
request.
D. The Treasurer shall
1. Maintain an accurate account of all
OEF monies received or disbursed and their source or destination.
2. Set up and/or maintain the bank
account(s) of the OEF and keep books of account(s) using generally accepted
accounting procedures. Funds will be disbursed only through checks.
3. Sign most checks drawn on the OEF
account(s). The President and Secretary will be authorized to sign on the OEF
account(s) when necessary.
4. Maintain a $40.00 balance in the
Petty Cash Fund and record receipts for expenses from this account.
5. Make a report at Membership and Board
meetings of all receipts, disbursements and balances.
6. Serve without bond or surety.
Section 2. Board of Directors
A. The Board of Directors shall consist of
nine Regular Members, one of whom shall be the President and one of whom shall
be the most recent past President. The
Board of Directors may also contain Special Members, in a number equal to the
number of Satellite Chapters of the OEF.
The Special Members shall be the highest elected official of each
Satellite Chapter, shall be entitled to vote, but shall not count for purposes
of determining a quorum. Special Members
shall not be governed by Sections 3, 4, 5, 6 or 7 of this Article.
B. Five of the nine Regular Members of the
Board of Directors shall constitute a quorum.
C. Directors shall be limited to the
casting of one vote in person for each motion brought before the Board of
Directors.
D. Duties of the Directors shall include
the determination of policy and procedures to be followed by the OEF. The Board
of Directors shall advise and oversee the conduct of the Officers.
E. Decisions of the Board of Directors
shall be subject to recall or override. Such recall or override must be
confirmed by a two-thirds majority of the assembled voting Members at any
regular meeting. Any such action requires prior notification in writing to the
Membership.
Section 3. Term of Office
A. Officers: Term of office shall be one
year. No Officer shall serve more than two
consecutive terms in the same office.
B. Board of Directors: Term of office shall
be two years. No Director shall serve
more than one consecutive term.
Section 4. Nomination of candidates:
Nominations for each office shall be from the floor at the September Membership
meeting and again at the October Membership meeting. No nominations may be made
following the October Membership meeting. Election of Officers and Directors
shall be by secret ballot at the November Membership meeting.
Section 5. Voting: Voting for Officers
and Directors shall be by secret ballot at the November Membership meeting.
Absentee votes are permitted upon request; proxy votes are not permitted. Each
Family Member age 18 and older shall have one vote.
Section 6. Vacancies: The Board of
Directors may from time to time elect Officers or Directors to fill any
vacancies that may occur for any reason. Any person elected to fill such
vacancy shall serve as Officer or Director for the unexpired term of the office
he or she was elected to fill and until a successor is elected. Notice of such
appointment(s) shall be published in the OEF newsletter and announced at the
next Membership meeting.
Section 7. Meetings: Officers and
Directors are required to attend the monthly Membership meetings and the
monthly Board meetings. Excessive absenteeism may result in a request from the
President for resignation from the Officer or Director position.
ARTICLE IV: COMMITTEES
Section 1. Committee Chairpersons or
Co-Chairpersons shall be appointed by the President to carry out the necessary
business of the OEF. Each Committee Chair or Co-Chair shall select Members for
their committee and notify the Secretary of the committee composition and
meeting places and dates.
A. Trails Access Committee (TAC)
1. Trails Access Committee
a) The committee hereby known as
““Trails Access”” shall consist of no less than two (2) and not more than three
(3) Co-Chairs, as well as at least one (1) Trail Boss per trail (trail
officially adopted by the OEF).
b) Trails Access Committee (TAC) shall
serve as lobbyist and liaison between government agencies, land managers, trail
users, trails advocacy entities and the OEF.
2. Trails Access Committee Co-Chairs
a) At least one (1) Co-Chair must hold a
position on the Board of Directors or may be an Officer.
b) Co-Chairs shall serve as liaisons
between the Trail Boss(es), Board of Directors and Membership.
c) The Co-Chairs shall
i) Present monthly reports to the Board
of Directors as well as to the Membership.
ii) Schedule, organize and conduct a
Trails Access Committee meeting (as defined in the Bylaws) at least once every
two months.
iii) Schedule trail maintenance well in
advance, contingent upon other cycling related events (i.e. races, tours,
seminars, etc.).
iv) Advertise trail maintenance days
well in advance via the OEF meetings, newsletter and web page and/or the
trailhead sign and bike shops.
v) Be responsible for the maintenance of
trail work equipment.
vi) Attend at least one trails education
program per year.
3. Trail Boss
a) Oversee all design, development,
construction and maintenance of trails under the supervision of Trails Access
Co-Chairs.
b) Act as liaison between Co-Chairs and
Membership.
c) Trail Boss need not be a member of the
Board of Directors or an Officer.
d) The Trail Boss shall
i) Organize and coordinate workdays with
Co-Chairs.
ii) Report trail conditions to the
Co-Chairs.
iii) Present trail report at the monthly
Membership meeting.
iv) Make the determination of whether or
not a trail should be closed.
(a) Must concur with at least one
Co-Chair.
(b) Provide reason and alternative when
trail is deemed closed.
v) Post trail workday notice at
designated trail.
vi) Mark trail (new and/or reroute).
(a) Marked trail shall be reviewed and
approved by at least one (1) Co- Chair.
vii) Maintain current structures and
signage in a timely manner.
viii) Secure OEF trailer for scheduled
workdays.
(a) Make sure appropriate tools are
present and accounted for.
ix) Attend at least one trails education
program per year.
4. Trails
a) Policy and Procedure by which OEF
shall officially adopt a trail(s).
i) TAC shall make initial approval of
potential trail(s).
ii) TAC-approved trail(s) shall be
presented to the Board of Directors for further review and approval.
iii) Upon approval by the Board of
Directors, said trail(s) shall be presented to the Membership for official
adoption.
b) Structures
i) Co-Chairs must receive notification
of the possible addition of new structures (i.e. bridges, ramps, etc.).
ii) Additional structures must meet the
approval of the Board of Directors.
iii) A cost estimate as well as a design
of said structure shall be given to the Board of Directors for final approval.
B. Finance Committee
1. The Finance Committee shall
a) Work together with the Treasurer on
any matters deemed necessary and appropriate including the following:
i) Draft an annual budget in concert
with the Board of Directors.
b) Examine and audit the books of the
organization, as an entity separate from the Treasurer, and report the findings
at the January Board Meeting. Elected Officers and Directors are not eligible
to be Members of this committee.
C. Membership Committee
1. The Membership Committee shall
a) Work together with the Secretary to
maintain current phone and mail lists of all Members, as well as other closely
associated organizations for networking on matters of shared concern.
b) Prepare and compile Membership
surveys or lists, providing the appropriate committees with pertinent
information for their use.
c) Work to recruit new Members, while
encouraging existing Members to renew and maintain their OEF affiliation.
d) Distribute Membership packets.
ARTICLE V: ORDER OF BUSINESS
Section 1. When possible, the following
order shall be used for the monthly Membership meetings:
A. Call to Order
B. Reading of the Minutes
C. Treasurer's Report
D. Unfinished Business
E. Committee Reports
F. New Business
G. Adjournment
Section 2. Robert's Rules of Order, when
not in conflict with the Constitution or Bylaws of the OEF, shall govern all
parliamentary procedures.
ARTICLE VI: AMENDMENTS
The provisions of these Bylaws may be
amended at any regular Membership meeting by a majority vote of the Active
Members present. Such an amendment must be proposed at the preceding regular
Membership meeting, and Members must be notified of any proposed changes by
notice in the OEF newsletter and/or via electronic format in advance of the
meeting. An absentee ballot may be provided upon request, to be returned to an
OEF Officer, and must remain secret until counted at the scheduled vote.
ARTICLE VII: EFFECTIVE DATE
The foregoing Constitution and Bylaws
are declared effective March 7, 1996 and amended on November 2, 2000 and
November 4, 2002.