Big Bear Cycling Association (BBCA)
A California Unincorporated Association
Article I Name of Association
The name of this unincorporated association is Big Bear Cycling Association (BBCA).
Article II Purpose of the Association
The Association’s primary purpose is to promote bicycling and sponsor bicycling events with courtesy and safety on and off the road as a means of recreation, transportation, health and sport in the Big Bear Valley. The Association shall be organized and operated exclusively for social welfare purposes. Subject to the limitations set forth in the Bylaws of the Association, the purposes of this Association shall be to engage in any lawful activity, none of which is for profit, for which associations may be organized under Section 501(c) 4 of the Internal Revenue Code (or its corresponding future provision).
Article III Membership
Section 3.01 Eligibility
Any person who supports the above purposes is eligible to apply for associate membership with no voting rights. Each member agrees to comply with the Bylaws, rules and regulations of BBCA. Transfer of memberships is not allowed. The Board of Directors reserves the right to terminate, suspend or expel members for conduct that is contrary to BBCA’s purpose. Members personal information is subject to privacy protection, BBCA will control the dissemination of members’ information.
The Association shall have four categories of associate membership:
(1) Single membership: for any one person.
(2) Family membership: for two or more people residing at the same address.
(3) Corporate membership: memberships for company employees
(4) Sponsor membership: for companies or persons donating to the Association in addition to their dues.
Section 3.03 Dues
All membership dues are due & payable in February, in such amounts that shall be determined from time to time by the Board of Directors. New members joining in February thru October will not have their dues pro-rated, i.e. they will pay the full annual dues amount. New members joining in November or December will pay the full annual dues amount which will cover the remainder of that year and the entire next year. Dues paid to the Association become the property of the Association and any severable or individual interest of any members terminates upon such payment.
Section 3.04 Membership Term
The membership year shall be January 1 thru December 31. Membership shall automatically terminate for nonpayment of dues on February 15 of any year, terminating all rights and privileges in the Association.
Article IV Meetings of Members
Section 4.01 Place
Meetings of members shall be held at a place to be designated from time to time by the Board of Directors.
Section 4.02 Regular Meetings
Members shall meet regularly as determined by the Board of Directors. Officers shall be elected as prescribed in Articles V and VI of these Bylaws at the annual meeting held in November of each year.
Section 4.03 Special Meetings
Special meetings of members shall be called by the President, Secretary, any two (2) Directors of the Association, or not less than 10% of the members of the Association, to be held at such times and places within the State of California as may be ordered by the Board of Directors. All Directors will be given adequate notification of a special meeting.
Article V Board of Directors
Section 5.01 Qualifications
Any current member may serve as an Officer. All Officers will be Directors for their term of office, and collectively will be the Board of Directors.
Section 5.02 Duties
It shall be the duty of the Board of Directors to supervise all officers, agents and committees of this Association to assure that their duties are properly performed. The Board of Directors, from time to time as required to complete the objectives of the Association, will appoint Officers, individuals and/or committees various responsibilities such as, but not limited to: club programs, club events, communications and marketing, government affairs, etc.
Section 5.03 Meetings
The Board of Directors shall meet monthly, as requested by the President, or any two (2) Officers. Any issues voted upon will be decided by simple majority vote of the Directors present. A quorum will be four (4) Directors.
Section 5.04 Compensation and Expenses
Directors will serve without compensation, other than be reimbursed for expenses related to Board service, upon the approval of the Board of Directors.
Article VI Officers
Section 6.01 Election
Any associate member of the Association is eligible to be an Officer. Directors/Officers will be elected by a majority vote of the current Board of Directors at the annual November meeting. The Board elected shall be: President, Secretary, Treasurer, Club Programs, Club Events, Communication and Marketing, and Government Affairs. Nominations can be submitted from the floor. Voting will be by show of hands (unless secret ballot is requested by any member or Officer). Winner must receive a majority of votes cast. If there are 3 or more candidates, and one does not receive a majority, the person receiving the lowest number of votes will be dropped from each succeeding vote until one receives a majority.
Section 6.02 Terms of Office
All Directors/Officers shall be elected for a term of one year, and shall serve from January 1 to December 31 in any calendar year.
Section 6.03 Duties
(1) President: The President shall be the chief executive officer of the Association and shall supervise and control the affairs of the Association. The president shall perform all duties incident to his office and such other duties as may be required by law, or which may be assigned from time to time by the Board of Directors. The President will preside over the regular and special member meetings, and Board of Directors meetings.
(2) Secretary: The Secretary shall keep, or cause to be kept, a book of minutes of all meetings and actions of the Directors and members 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 number of members present or represented at members’ meetings and the agendas of such meetings. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the Bylaws. The Secretary shall keep, or cause to be kept, a current rooster of the membership. The Secretary shall have other powers and duties as may be directed by the Board of Directors.
(3) Treasurer: The Treasurer shall be the chief financial officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, and disbursements. The Treasurer shall file, or cause to be filed, all necessary Federal and State income tax returns. The books of account shall be open to inspection by any member at all reasonable times. The Treasurer shall render to the President, other Directors, or members, upon request, an account of all transactions and of the financial position of the Association. The Treasurer shall deposit all monies and all valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. Checks of the Association less than one thousand dollars can be signed by the Treasurer. Checks greater than one thousand dollars must be signed by two (2) Officers: the Treasurer or the President, plus one other Board Member. The Treasurer will insure insurance coverage for Association liability, Directors and Officers liability, and event insurance will remain in effect. The Treasurer shall have other powers and duties as may be directed by the Board of Directors.
(4) Club Programs: Organize, staff, collect waivers and participant attendance of all Association sponsored rides. Committee oversight: ride calendar, adventure series, mountain bike events, and other Association rides and events in the Big Bear Valley. Other duties as assigned by the Board of Directors.
(5) Club Events: Plan, coordinate, and supervise club events and committees. Committee oversight: Triathlon, sponsorship, Cycling Festival, Redlands Bicycle Classic, Open Air Big Bear, Bear Valley Trails Foundation. Other duties as assigned by the Board of Directors.
(6) Communication and Marketing: Create and maintain regular communications to members, the community and agencies utilizing all appropriate media. Committee oversight: advertising, BBCA website, Big Bear Cycling Report (KBHR), social media, public relations, e-mail communication with members, media coverage of events. Other duties as assigned by the Board of Directors.
(7) Government Affairs: Provides direction and guidance as a member of the Board of Directors, and supervises programs, events and committees. Responsible for interfaces with Sheriff, California Highway Patrol, Cal Trans, City of Big Bear Lake, County of San Bernardino, Fire Agencies, etc. on behalf of the Association. Committee oversight: all event permits, Non-Motorized Transportation Plan, community bike lanes, Tour de Big Bear route signage, safety committee, grant programming, Adopt-a-Highway Program. Other duties as assigned by the Board of Directors.
Section 6.04 – Succession of Officers
In the event of a Director/Officer’s death, resignation, disability termination or disqualification by majority vote of the remaining Board of Directors, the Board of Directors shall appoint a successor, who shall serve the uncompleted term of the Officer being replaced.
Article VII Books, Records and Reports
Section 7.01 Minutes of Meetings
The Board of Directors shall review for completeness and accuracy, and shall approve the minutes of all member, special member, and Board of Directors meetings. File copy to be signed by the Secretary.
Section 7.02 Funds
All monies paid to the Association shall be placed in the general operating fund, with sub-accounts for sources of income and types of disbursements. The Board of Directors shall review for completeness and accuracy, and shall approve all financials, budgets and accounts presented by the Treasurer.
Section 7.03 Disbursements
Disbursement of Association funds will be exclusively for cycling and cycling related projects. Each disbursement less than one thousand dollars shall be made by check signed the Treasurer or the President. Checks greater than one thousand dollars will be signed by two (2) Officers: the Treasurer or the President plus one other Board Member.
In addition, any unbudgeted expense over $1000 will be approved by the Board of Directors and included in the minutes of the Association.
Section 7.04 Accounting Year
The accounting year for the Association shall end on December 31.
Section 7.05 Bonding
The Officers and other such persons as the Board may designate, may be bonded by a fidelity bond in an amount set by the Board of Directors and paid by the Association.
Section 7.06 Annual Budget and Priorities
As soon as possible after election of Officers and not later that December 31, the Officers shall compile a budget of estimated income and expenses for the coming accounting year, and set priorities for the coming year’s Association activities. The Treasurer shall present this budget and the coming year priorities to a regular meeting of the membership as soon as available.
Section 7.07 Annual Reports to the Board of Directors
Not later than 120 days after the close of the accounting year on December 31, the Association shall prepare an annual financial report containing a balance sheet, and an income statement for the year.
Section 7.08 Inspection by Directors
Every Director has a right at any reasonable time during normal business hours to inspect all books, records and documents of any kind and the physical properties and assets of the Association.
Article VIII Indemnification
To the fullest extent allowed by California law, the Association shall indemnify, defend, and hold harmless its Directors/Officers, including persons formerly occupying any such position, from and against any and all claims, demands, suits, judgments, costs and expenses of any kind and description, including court costs and attorney’s fees, arising from or related to any act or omission by such person acting on behalf of the Association. Upon written request by any person seeking indemnification, the Board shall promptly determine whether the applicable conduct is subject to indemnification, and if so authorize indemnification. In addition the association will maintain and keep Directors and Officers insurance coverage.
Article IX Principal Office
The principal office of the Association shall be located at the residence of its duly elected President, or at such other place that may be designated by the Board of Directors.
Article X Dedication
The property of the Association is irrevocably dedicated to social welfare purposes and no part of the net income or assets of the Association shall ever inure to the benefit of any Director, Officer, member or private person.
Article XI Dissolution
Upon the dissolution or winding up of the Association, its assets remaining after payments, or provision for payments, of all debts and liabilities of the Association shall be distributed to a cycling related nonprofit fund, foundation or corporation, which is organized and operated exclusively for social welfare purposes and which has established its tax-exempt status under IRC Section 501 (c) (4). The Association shall be dissolved upon the first of the following events to occur:
1) The unanimous decision of the Board to dissolve the Association
2) The sale or other disposition of all, or substantially all, of the Association’s assets
3) The entry of a judicial decree of dissolution under California law
4) The bankruptcy of in solvency of the Association
Article XII Use of Association Funds
Net Proceeds from all Association events, excluding funds to operate events or general Association functions, shall be used exclusively for cycling related projects within the greater Big Bear Valley.
Article XIII Amendments
These Bylaws may be amended by a majority vote of the Board of Directors at any regular or special meeting. Regular meeting minutes will certify that the amendments are adopted by the Board of Directors.
Amended: February 08, 2016