Bylaws

BYLAWS OF BIKE PEORIA (NFP)

 

Article I – NAME

The name of this corporation shall be Bike Peoria (NFP).

 

Article II – MISSION

Bike Peoria is a community organization empowering people to travel by bicycle.

 

Article III – PRINCIPAL OFFICE

The principal office of Bike Peoria shall be located at 612 W. Main Peoria, Illinois 61606, or at such other place that may be designated by the Board of Directors.

 

Article IV – MEMBERSHIP

There are no members.

 

Article V – OFFICERS

 

Section 1. Election of Officers.

1.) Election: The officers shall be elected by secret ballot of directors at the regular annual meeting. The officers selected shall be (1) President, (2) Vice President, (3) Secretary, and (4) Treasurer. Any two or more offices may be held by the same person. Vacancies may be filled at any meeting of the Board of Directors.

2.) Term of Office: Each officer shall serve for a term of two years or until his or her successor assumes the duties of office, whichever is later.

3.) Members of the Board of Directors: All officers shall be voting members of the Board of Directors. The number of directors constituting the entire Board shall consist of no more than thirteen directors and no fewer than eight directors.

 

Section 2. Duties of Officers.

1.) President: The President shall serve as chief executive and shall preside at all meetings of the Board of Directors as Chairperson of the Board. The President shall report to and advise the Board on all significant matters of business, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be empowered to act speak for or otherwise represent the corporation between meetings of the Board within the boundaries and purposes established by the Board. The President shall be responsible for keeping the Board informed at all times of staff performances as related to program objectives and for implementing any policies adopted by the Board, and shall have such other powers and duties as may be prescribed by the Board of Directors.

2.) Vice President: In the absence or disability of the President, the Vice President shall perform all duties of the President when so acting shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the President.

3.) Secretary: The Secretary shall keep or cause to be kept, at the principal executive office or at such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of the Board and committees with the time and place of holding the regular or special meetings, and if special, how authorized, the notice given, the names of those present at such meetings and the agendas of such meetings. The Secretary shall give or cause to be given, notice of all meetings of the Board of Directors required by the bylaws to be given.

4.) Treasurer: The Treasurer shall be the chief financial officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. The Treasurer shall deposit all monies and all valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors. The Treasurer shall render to the President and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Bike Peoria, and he or she shall have other powers and perform such other duties that may be presented by the Board of Directors.

 

Section 3. Compensation.

The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director.

 

Section 4. Removal and/or Succession of Officers.

1.) Removal: Any officer may be removed by the Board of Directors whenever in its judgment the best interests of Bike Peoria would be served thereby.

2.) Succession: In the event of an officer’s death, resignation, disability, or disqualification, other than the President’s, the Board of Directors shall appoint a successor. The President shall be automatically succeeded by the Vice President.

 

Article VI – BOARD OF DIRECTORS

 

Section 1. General Powers.

A.) Subject to any limitations in the Article of Incorporation, these bylaws and the laws of the State of Illinois, all corporation powers shall be exercised by, and business and affairs of Bike Peoria shall be controlled by, the Board of Directors.

B.) Without limiting or detracting from the foregoing general power, the Board of Directors shall have the power to appoint and remove all officers and prescribe their duties and to make rules and regulations not inconsistent with these bylaws and/or the laws of the State of Illinois.

 

Section 2. Election.

Director positions, including any vacancies thereof, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

 

Section 3. Number and Tenure.

The number of directors constituting the entire Board shall consist of no more than 13 directors and no fewer than 8 directors. Each director shall hold office until the next meeting for the election of directors following his election and until his successor shall have been elected.

 

Section 4. Resignation and Removal of Directors.

A director may resign at any time upon written notice to the Board of Directors. A director may be removed with or without cause, as specified by statute.

 

Article VIII – MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1. Board Meetings.

Regular meetings of the Board of Directors shall be held monthly; the time and place to be determined and noticed by the President. An annual meeting shall be held each year at such time and location determined by the Board for the purpose of electing officers, directors, and committee members whose terms are expiring, and transacting such other business as properly raised in a regular meeting.

 

Section 2. Special Meetings.

Special meetings of the Board of Directors may be called by the President or by a majority of the Board members at such time and place as may be designated and noticed by them.

 

Section 3. Quorum.

Majority of the Board of Directors shall constitute a quorum.

 

Section 4. Majority.

A majority vote of the directors present at a meeting (whether present telephonically, electronically or in person) shall decide all matters unless otherwise required by statute or provided for in these bylaws. No director may act by proxy on any matter.

 

Section 5. Notice.

Notice of any regular or special meeting time and location shall be delivered at least forty-eight (48) hours prior thereto by written notice to each director at his e-mail address or mailing address as shown by the records of Bike Peoria. Notice of any regular or special meeting may be set by resolution at a duly convened meeting without further written notice required. Notice may be waived in writing signed by the directors entitled to notice either before or after the time of the meeting or by attendance of a director at the meeting, except where the director attends for the express purpose of objecting to lack of notice.

 

Section 6. Informal Action by Directors.

The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed (electronic signature acceptable) by all of the directors entitled to vote.

 

Section 7. Presumption of Assent.

A director who is present at a meeting of the Board of Directors at which action on any matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

 

Article IX – BOOKS, RECORDS AND REPORTS

 

Section 1. Funds.

All monies paid to Bike Peoria shall be placed in a general operating fund in the corporation’s name, or in other special funds as approved by the Board of Directors.

 

Section 2. Disbursements.

Each disbursement shall be made by check signed by the Treasurer or, in the absence of the Treasurer, by the President, the Vice President, or Secretary, in that order.

 

Section 3. Fiscal Year.

The accounting year of Bike Peoria shall commence on January 1 and end December 31.

 

Section 4. Budget.

As soon as possible after election of an incoming Board of Directors and officers, the Budget committee shall compile a budget of estimated expenses for the coming year. After the Board has been seated, the Budget committee shall submit such budget to the Board of Directors for approval.

 

Section 5. Bonding.

The officers and such other persons as the Board may designate may be bonded by a fidelity bond in an amount set by the Board and paid for by the corporation.

 

Section 6. Annual Audit.

Not later than 120 days after the close of the fiscal year on December 31, this corporation shall prepare an annual financial report containing (i) a balance sheet as of the end of the fiscal year, and (ii) an income statement for the fiscal year. The report shall be accompanied by (i) any report on it by an independent accountant or if there is no such report, (ii) the certificate of an authorized officer of the corporation that the statement was prepared without audit from the books and records of the corporation.

 

Section 7. Books and Records.

Bike Peoria shall keep its Articles of Incorporation, the bylaws as amended, complete books and records, and minutes of the proceedings of its Board of Directors at its registered or principal office. Every director has the absolute right at any reasonable time to inspect and copy all books, records and documents of any kind and the physical properties of the corporation.

 

Article X – INDEMNIFICATION

Bike Peoria may to the fullest extent now or hereafter permitted by and in accordance with the applicable laws of Illinois, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The corporation is authorized to purchase and maintain insurance for the indemnification of itself and its and directors and officers.

 

Article XI – COMMITTEES

Committees may be formed by the Board of Directors, provided each committee shall have two or more directors. The Chairperson of the committee shall be determined by majority vote of the committee members. The President, or his or her appointed representative, shall be ex-officio members of all committees. Each member of a committee shall hold office until the next meeting for the election of committee members following his election and until his successor shall have been elected unless the member is earlier removed from the committee or the committee is earlier terminated.

 

Article XII – AMENDMENTS

These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors. Any proposed amendment or alteration shall be submitted to the Board, as the case may be, in writing, at least ten days before the meeting at which they are to be acted upon.

 

Article XIII – DISSOLUTION

A special meeting of the Board must be called to dissolve Bike Peoria. A vote of 2/3 of those eligible to vote present at the meeting, or as otherwise required by statute if more, is required to dissolve Bike Peoria. On dissolution of Bike Peoria, any funds remaining shall be distributed as required by statute and the Articles of Incorporation.