By-Laws
ARTICLE I - Name The name of the organization is Illinois Cycling Association (ICA), hereinafter referred to as the association.
ARTICLE II - Purpose The association is formed for the purposes of coordinating and promoting bicycle racing in Illinois. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE III - Membership
Section 1. - Qualification of Members This association shall consist of clubs and individuals who support bicycle racing in Illinois. Bicycle racing clubs in good standing headquartered in Illinois are invited to apply for membership. Other individuals who promote races in Illinois are also invited to apply for association membership. Membership is decided by a majority vote at the next association meeting following receipt of the membership application. An annual membership fee is required from clubs and individuals not affiliated with a member club. The membership fee amount will be established by the association annually at a meeting.
Section 2. - Obligations of Members Member clubs or promoters are expected to provide funding for the promotional purposes of the association. This funding will be in the form of race surcharges from events promoted by members. The surcharge amount per rider will be established by the association annually at a meeting. Failure to pay the proper surcharge may result in a vote for loss of membership in the association. Annual membership fees will be returned to clubs that pay race surcharges in that year.
Section 3. - Rights and Privileges of Members The rights and privileges of membership shall be extended equally to all members.
ARTICLE IV - Meetings
Section 1. - Place and time of Meeting Meetings shall be held at such places and times as may be designated by the membership. Notice of such meetings will be given by the secretary at least three days before the meeting. This notice may be given through minutes of a prior meeting or by electronic message.
Section 2. - Quorum Six individual members, at least two of whom are officers of the association, present at a meeting will constitute a quorum; provided that three member clubs are represented.
ARTICLE V - Voting
Section 1. - Voting rights Each individual member present is entitled to one vote on each matter submitted to a vote of the members, except that no more than three votes may be cast by members representing a single club. A majority of the votes cast at a meeting, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, except as otherwise provided by these bylaws.
Section 2. - Proxies Each member club not otherwise represented at a meeting may have one vote by proxy. A proxy vote must be executed by the association member designated in the proxy. No proxy shall be valid for any meeting except for the one which is designated in the proxy. All proxies must be filed with the secretary of the meeting before the vote.
Section 3. - Voting by mail The membership may conduct business by mail. Voting by mail may be done by clubs or individuals.
Section 4. - Rules of Order The first order of business at all meetings will be any vote for exclusion from membership. The next business will be votes on membership applications. Unless otherwise stated, Roberts Rules of Order (current edition) shall be followed for the remainder of all meetings.
ARTICLE VI - Association Officers
Section 1. - Specification of Officers The officers of the association shall be the President, Vice-President, Secretary, and Treasurer.
Section 2. - Duties and Powers of Officers
- President - The President of the association shall preside at all of its meetings. The President shall have powers and such duties as the membership may from time to time prescribe.
- Vice President - It shall be the duty of a Vice-President to perform the duties and execute the powers of the President in his absence, and to perform such other duties as the membership may from time to time prescribe.
- Secretary - It shall be the duty of the Secretary to attend and keep minutes of all meetings of the association, to issue proper notices of all such meetings, to perform all other duties which are incident to the office of Secretary, and to perform other such duties and have other such powers as the membership or President may from time to time prescribe. 2
- Treasurer - Working under the guidelines and policies established by the membership, it shall be the duty of the Treasurer to collect all monies due the association, to have custody of the funds of the association, to place such funds in such depositories as may be necessary, to approve payment of all bills against the association, and to submit to the membership a report of the financial condition of the association, including its receipts and disbursements. The Treasurer shall carry out all other duties which are incident to the office of Treasurer, and shall perform such other duties and have such other powers as the membership may from time to time prescribe.
Section 3. - Attendance of Members at Meetings All meetings shall be open for all members of the association. Such attendance is voluntary at all times.
ARTICLE VII - Liability and Indemnification In the absence of fraud or bad faith, officers shall not be personally liable for association debts, obligations, or liabilities, and the association shall indemnify any officer, or former officer, against any expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceedings in which they are made a party by reason of having been an officer, except in relation to such matters as to which they shall be judged in such action to be liable for negligence or misconduct in the performance of duty.
ARTICLE VIII - Disposal of Assets In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as are qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Code in accordance with law at that time.
ARTICLE IX - Amendment of the Bylaws These bylaws may be amended, repealed, or altered, in whole or in part and additional bylaws may be adopted by a majority vote of the current association officers and by ratification of a majority of the votes cast by members in a mailed ballot or at a meeting. Members shall be notified of all bylaw changes.
ARTICLE X - These bylaws were approved by a majority vote of the membership in attendance at the April 5, 1997 meeting of the membership of the association. Article II was amended April 9, 2004.