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(c)3 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 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 receipt of Membership fees, be granted non-voting Affiliate or Corporate Membership.
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 members, one of whom shall be the President and one of whom shall be the most recent past President.
B. Five of the nine 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.