Name, Organization and Location
Sec. 1 The name of this corporation is THE LAWRENCE BICYCLE CLUB, INC.
Sec. 2 The corporation is organized under “The General Corporation Code of Kansas” and under the applicable special Kansas statutory provisions. The corporation is organized for the purpose of pleasure, recreation and other non-profitable purposes as more fully described in the Articles of Incorporation of the corporation.
Sec. 3 The corporation may have one (1) or more offices within or without the State of Kansas as the Board of Directors may from time to time determine.
Sec. 1 There shall be one (1) class of members, which shall be known as Regular Members. The qualification requirements of the class are as follows: any individual or family who has paid their membership dues to the corporation in full for the current calendar year.
Sec. 2 The Board of Directors, by amendment of these Bylaws, may create one (1) or more additional classes of membership, and the qualifications and rights of each class shall be as the Board of Directors designates in such amendment.
Sec. 3 All Regular Members shall have voting rights and each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Sec. 4 The Board of Directors, in its discretion, has the right and power to terminate a member where the member no longer qualifies under these Bylaws or amendments thereto, or for failure to pay dues.
Sec. 5 An Annual Meeting of the members shall be held at such place, within or without the State of Kansas, and on such date as may be determined by the Board of Directors. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. Special Meetings of the members shall be called by the President, by the Board, or by members having one-fourth (1/4th) of the votes entitled to be cast at such meeting (or if the number of members entitled to vote at said meeting shall exceed one thousand, by fifty (50) members). Members holding one-tenth (1/10th) of the votes entitled to be cast shall constitute a quorum at any meeting of the members. The vote of a majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.
Sec. 6 Written, printed or electronic notice stating the place, day and hour of the meeting and, in case of a Special Meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10), nor more than forty (40), days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereupon prepaid.
Sec. 7 The amount of member dues and other assessments and rules governing the payment of dues and other assessments shall be established by the Board of Directors, and the Board of Directors may from time to time amend the dues and other assessment amounts and payment rules.
Sec. 8 A voting member may vote either in person or by proxy executed in writing by the member or by his or her authorized attorney-in-fact. No proxy shall be valid after (11) eleven months from the date of its execution unless otherwise provided in the proxy. Each Individual member shall have one vote. Each Family membership shall also be entitled to one vote. A determination of who shall be entitled to vote each such Family membership will be based upon the Treasurer’s roll of members who have paid all membership dues in full for the current calendar year as of the meeting date, and such Family’s designation (with said dues payment) of its representative for voting purposes.
Sec. 9 In all matters to be brought before the membership for a vote, the vote may be taken by mail ballot in lieu of a formal meeting, provided that the ballots, and a description of the matter(s) to be voted on, are furnished to the members entitled to vote at least thirty (30) days prior to the return deadline for the mail ballots. The Secretary shall file a tabulation of the results of the mail ballots with the minutes of the meetings of the membership.
Sec. 10 The Board of Directors, in its discretion, has the right and power to confer lifetime memberships upon any member or personage. Members who have served in the office of President shall be granted lifetime membership upon completion of their term(s).
Sec. 1 The property, business and affairs of the corporation shall be controlled and managed by a Board of Directors. The Board of Directors shall consist of not less than three (3) persons. The size and composition of the Board of Directors shall be determined each year by the Board of Directors prior to the annual election. The initial Board of Directors shall consist of six (6) persons. The six directors will be divided into three separate classes with the election for each class of directors in a different year.(a)The initial Class One directors shall remain in office until the Corporation’s Annual Meeting in 2004, at which time the members shall elect (or re-elect) the two Class One directors. The initial Class One directors shall be:
The initial Class Two directors shall remain in office until the Annual Meeting in 2005, at which time the members shall elect (or re-elect) the two Class Two directors. The initial Class Two directors shall be:
The initial Class Three directors shall remain in office until the Annual Meeting in 2006, at which time the members shall elect (or re-elect) the two Class Three directors. The initial Class Three directors shall be:
Sec. 2 Term Vacancies.(a)At each Annual Meeting of the members one of the classes of directors shall stand for election, as provided above, and thereafter each will hold office for three (3) years. The term of each member of the Board of Directors shall commence on such Director’s election and shall continue until the election and qualification of the director’s successor. A director may be re-elected without limit as to the number of terms.(b)Whenever any vacancy on the Board of Directors shall occur due to death, resignation, removal or otherwise, a majority of the remaining directors, even if less than a quorum, may appoint a successor to serve for the unexpired term of the director whose place is vacant.
Sec. 3 The directors to be elected at each Annual Meeting of the members shall be elected by a plurality of the votes cast at such election by the voting members. Each member shall be entitled to one vote for each director position to be filled, but a member may NOT cumulate such votes by casting more than one vote for the same director.
Sec. 4 Not less than three (3) directors shall constitute a quorum for the transaction of business. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In all matters coming before the Board of Directors, each director shall be entitled to cast one (1) vote.
Sec. 5 The Board of Directors may transact business, without meeting, through motions made and passed via email. These actions may be proposed as motions by any director via email to all members of the Board of Directors. This email must include the date and time of the deadline for voting and the motion must be sent at least seven days before the deadline. Motions will pass or fail as soon as sufficient votes have been cast to determine the outcome. Any director may call for an in-person meeting concerning motions proposed via email; in this event the deadline set in the motion is nullified and voting is suspended until such time as a quorum of the Board of Directors can be convened.
Sec. 6 The annual meeting of the Board of Directors, and all other regular or special meetings, shall be held at any place within or without the State of Kansas, as may be designated by the Board of Directors or by written consent of the individual directors.
Sec. 7 Unless otherwise scheduled by the Board of Directors or the Executive Committee, the annual meeting of the Board of Directors shall be held on the second Tuesday of February of each year, or if such date falls on a holiday, on the first business day thereafter. If a quorum cannot then be assembled, said meeting shall be adjourned until a quorum is present. Regular meetings of the Board of Directors shall be held as frequently at such time and place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be held at any time upon call of the President, Vice-President, or other officers of the corporation
Sec. 8 Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors may be held upon three (3) days’ written notice addressed to each director, United States mail, postage prepaid; such notice shall be deemed given when deposited in the United States Mail, or upon three (3) days’ notice by telephone or other means of communication to each director at such director’s principal office or residence as it appears on the Corporation’s records. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Sec. 9 Attendance of a director at any meeting shall constitute a waiver of notice, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Sec. 10 The Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
Sec. 11 Any action which is required to be or may be taken at a meeting of the directors, or of the Executive Committee or any other committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board of Directors or of the committee as the case may be. The consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or of the committees as the case may be.
Sec. 1 The Board of Directors, by vote of a majority of the entire Board, may provide for an Executive Committee of three (3) or more directors. If provision be made for an Executive Committee, the Board of Directors shall elect the members thereof to serve during the pleasure of the Board, and may designate one (1) of such members to act as Chairman. Vacancies in the Committee shall be filled by the Board of Directors. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the corporation, to the extent authorized by resolution adopted by a majority of the entire Board of Directors. The Executive Committee shall keep a full and fair record of its transactions. All actions shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration. A majority of the Executive Committee shall be necessary and sufficient to constitute a quorum. The Executive Committee may determine its rules of procedure and the notice to be given of its meetings.
Sec. 2 The Board of Directors, by resolution, may provide for such other standing or special committees of two (2) or more persons as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors. Except as otherwise directed by the Board of Directors, the President shall appoint the Chairman of all standing or special committees from among the directors of this corporation and each such Chairman shall choose the members of the Chairman’s committee, who need not be directors of this corporation.
Sec. 1 The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, and such other additional Vice-Presidents or assistant officers as the Board of Directors may from time to time elect. If more than one (1) Vice-President be elected, the Board shall at the time of said election further determine the seniority of each of said Vice-Presidents.
Sec. 2 The officers shall be elected annually by the Board of Directors at its annual meeting. Such officers shall hold office at the pleasure of the Board of Directors and until their successors are chosen and are qualified. A failure to elect annually a President, Treasurer, Secretary or other officers or agents shall not dissolve the corporation. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors then in office, whenever in their judgment the best interests of the corporation will be served thereby.
Sec. 3 In case any office shall become vacant by reason of the death, resignation, removal or otherwise, the Board of Directors, by vote of the majority of the directors present at a meeting at which a quorum is present, may choose a successor or successors for the unexpired terms.
Sec. 4 The Board of Directors, by resolution, may require any officer to give bond to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of his or her office.
Duties of Officers
Sec. 1 The President shall preside at all meetings of the directors and shall have general supervision of the business and finances of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the directors to delegate any specific powers to any other officer or officers of the corporation except such as may be by statute exclusively conferred upon the President.
Sec. 2 The Vice-President(s) shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Directors or by the President. In the absence of the President, the Vice-President(s), in order of their seniority, may perform the duties and exercise the powers of the President with the same force and effect as if performed by the President.
Sec. 3 The Secretary shall act as clerk at all meetings of the Board of Directors, and of the Executive Committee and shall record all votes and the minutes of all proceedings in a minute book to be kept for that purpose. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors, Executive Committee or the President, under whose supervision the Secretary shall be. The Board of Directors and Executive Committee, at any meeting, may designate any of their number to act as Temporary Secretary in the absence of the Secretary.
Sec. 4 The Treasurer shall have custody of the corporate funds and shall keep accurate accounts of receipts and disbursements in books to be maintained by him for such purpose; the Treasurer shall deposit all monies and other valuable effects of the corporation in the name and to the credit of the corporation in depositories designated by the Board of Directors or the Executive Committee. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors or the Executive Committee and shall render to the President, Board of Directors and Executive Committee at regular or special meetings thereof, an accounting of all the transactions conducted by the Treasurer and of the financial condition of the corporation.
Indemnification of Officers, Directors and Others
Sec. 1 The corporation shall indemnify to the full extent authorized or permitted by the laws of the State of Kansas as now in effect or as hereafter amended any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, committee member, employee or agent of the corporation or serves any other enterprise as such at the request of the corporation. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled apart from this Article VII The foregoing right of indemnification shall continue as to a person who has ceased to be a director, officer, committee member, employee or agent and shall inure to the benefit of the heirs, the executors and administrators of such a person.
These Bylaws may be amended at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting.