Article I - Name

This organization shall be known as the “Downers Grove Bicycle Club”, a not for profit Illinois corporation, also referred to herein as “DGBC”.

Article II – Purposes

· To promote interest in the sport of bicycle riding at all levels

· To share information on bicycle safety, responsibility, bike maintenance and riding equipment

· To be advocates of improving rights for cyclists in the community

· To provide fellowship amongst members by offering a variety of participation opportunities in scheduled club rides and occasional social gatherings

Article III – Membership and Dues

Section 1 – Membership

· Open to all individuals 18 years old and greater

· A family membership is available for individuals of the same household with two or more members age 18 or older.

· Household members under age 18 may participate in non-voting club activities when: (a) accompanied by a parent or guardian; and, (b) with a parent/guardian signed waiver for the activity on file with the club.

· DGBC reserves the right to revoke a membership at any time for conduct detrimental to the image of the club or safety of its members. This will be accomplished by a simple majority vote of the Board

Section II – Dues

· DGBC members are required to pay annual dues to finance club activities

· Dues are payable annually on May 1. Members are considered delinquent 30 days from the due date, and lose “Good Standing” status.

· Members must be in Good Standing with dues current to be eligible to vote and to stay on the club’s communication roster.

· Fiscal year will commence on May 1. The Board of Directors (“Board”) will recommend the yearly dues at the annual meeting which will be ratified by the general membership.

· Current 2006 DGBC dues are set at :

o $20 for an adult individual

o $25 for a family

Section III Application Waivers

· At the time of membership application and upon each annual renewal, each member will sign a waiver assuming full responsibility for their own conduct, and waiving club liability for any accident, injury or loss incurred at any club-sanctioned activity.

· Parent(s)/guardian(s) must sign a waiver for children under 18.

· All club sanctioned activities that invite or allow non-club participants shall require the non-club participant to sign a waiver of club liability. The under age 18 club rules shall apply to non-club participants as well; requiring both parental participation and a signed waiver for the minor participant(s).

Article IV – Officer’s and Directors

The four elected officers of the club shall also be the corporate Board of Directors, and consist of a president, vice president, treasurer and secretary.

These elected officers/directors shall appoint appropriate Managers to administer club functions. Managers of the club shall consist of Membership Manager and Ride Manager. The Board may appoint such other Managers to administer club functions and events as the Board deems appropriate from time to time. The Board shall appoint all standing and ad hoc committees. The calendar year is the fiscal year.

Section I – Duties of officers

· President will be the presiding officer at all club meetings and ex-officio member of all committees

· Vice President will preside in absence of the president. May perform other duties as assigned by the president or Board.

· The Treasurer will be the custodian of club funds. The treasurer will write a budget for each year; will provide a financial report for each meeting; and, write an annual report. The Treasurer will provide an accountant with all financial records necessary to file tax returns. The treasurer may make expenditures of club funds for regular and budgeted expenses within the expense approval guidelines. The treasurer must approve any club expenditure less than $100. The board must approve any expenditure greater between $100 and $300. The membership will approve any expenditure greater than $300. Paid receipts, invoice or other written evidence of the expenditure, shall support all expenditures. The board will approve the annual budget. All checks require two (2) signatures. The signatories shall be appointed by the Board, but do not have to be members of the Board.

· The Secretary will keep all official corporate records, conduct all official club correspondence and take minutes at club meetings. The Board may appoint an Assistant Secretary to perform the Secretary’s duties in the absence of the Secretary.

Section II - Limited Liability of directors, officers and persons who serve without compensation.
(a) No director or officer serving without compensation, other than reimbursement for actual expenses shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer unless the act or omission involved willful or wanton conduct.
(b) No person who, without compensation other than reimbursement for actual expenses, rendering service to or for DGBC shall be liable, and no cause of action may be brought, for damages resulting from an act or omission in rendering such services, unless the act or omission involved willful or wanton conduct.
(d) As used in these by-laws "willful or wanton conduct" means a course of action which shows an actual or deliberate intention to cause harm or which, if not intentional, shows an utter indifference to or conscious disregard for the safety of others or their property.
(e) Nothing in this Section is intended to bar any cause of action against the corporation or change the liability of the corporation arising out of an act or omission of any director, officer or person exempt from liability for negligence under this Section.

Section III -Indemnification of officers, directors, employees and agents; insurance.
(a) DGBC shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of DGBC)by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of DGBC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of DGBC with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
(b) DGBC shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of DGBC to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of DGBC, or is or was serving at the request of DGBC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of DGBC, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to DGBC unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b) above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests DGBC.
(d) Any indemnification under subsections (a) and (b) hereof (unless ordered by a court) shall be made by DGBC only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) or (b) above. Such determination shall be made with respect to a person who is a director or officer at the time of the determination by any of the following alternatives: (1) by the majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of the directors designated by a majority vote of the directors, even through less than a quorum, (3) if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or (4) by the members entitled to vote.
(e) Expenses (including attorney's fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the DGBC in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by DGBC as authorized in this Section. Such expenses (including attorney's fees) incurred by former directors and officers or other employees and agents may be so paid on such terms and conditions, if any, as DGBC deems appropriate.
(f) The indemnification provided by the Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) DGBC may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of DGBC, or who is or was serving at the request of DGBC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Section.
(h) If DGBC indemnifies or advances expenses under subsection (b) of this Section to a director or officer, the corporation shall report the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of the members entitled to vote.
(i) For purposes of this Section, references to DGBC shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

(j) Errors and Omissions Insurance. DGBC shall provide and maintain in full force and effect at all times “Errors and Omissions” insurance for the Directors, Officers, Employees and Managers of the club.

Section IV – Duties of Managers

· Membership Manager will recruit new members, process membership forms, record dues, update the contact list and database of club members, audit and maintain ride waivers.

· The Ride Manager will setup a seasonal ride calendar, recruit ride leaders and organize dates and times for rides.

Article V – Meetings and Quorums

Section I – Meetings

· Annual membership meetings will be held at the end of the fiscal year, at which time elections will take place in a location to be determined. Additional club meetings can be called by the Board to discuss pertinent matters and will be announced no less than 24 hours in advance.

· The time and place of regular membership meetings will be decided by the Board and announced to the membership

· Meetings will adhere to the following format:

o Call to order

o Introduction of new members

o Treasurer’s report

o Manager’s reports

o Announcements and general business

o Programs (if applicable)

o Adjournment

Section II Quorums

· A quorum for membership meetings shall consist of 25% of the membership. A quorum for the Board shall consist of 3 members.

Article VI – Elections

Elections of officers shall be held at the annual membership meeting for one year terms. An elected officer may hold office for an unlimited number of years.

Article VII – Amendments

Articles of the Corporation or By-Laws may be amended as follows:

1. The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on amendments which may be either an annual or a special meeting;

2. Written notice setting forth the proposed amendment, or a summary of the changes to be adopted, shall be given to each member entitled to vote as set forth in these by-laws or otherwise provided by law in the Illinois Statutes.

3. Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.

4. Amendments shall be approved by a 2/3 vote of members, a quorum being present, at a regular meeting, or at a specially convened meeting.

Article VIII – Club Rides

Section 1 – Safety

· All riders shall wear approved cycling helmets on all club rides without exception

· All riders shall follow the rules of the road. Any unsound equipment will be discouraged from club riders

· Any rider acting in an unsafe manner shall be removed from the ride at the discretion of the ride leader.

Section II – Club Rides

· Rides are planned, routed and rated by the ride leader. A ride consists of two or more riders participating in any posted ride on the DGBC schedule.

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