BYLAWS
of the Dallas Area Tandem Enthusiasts
doing business as (dba) DOUBLE DATES
ARTICLE I--NAME
The name
of the non-profit organization (club) is the Dallas Area Tandem Enthusiasts dba
DOUBLE DATES, hereinafter referred to as "DATES”.
ARTICLE II--OFFICES
The office and principal place of
business of DATES shall be in the State of Texas at such place as the Board of
Directors may from time to time determine by resolution.
ARTICLE III--OBJECT
The object or objects for which
DATES is organized are:
(a) To unite into
a common organization those individuals who are tandem bicyclists and/or those
who share a common interest in tandem bicycling in and around the Dallas/Ft. Worth
Metroplex;
(b) To promote and
provide a medium of frequent formal and informal exchange of ideas, tips, techniques,
and sources of bicycling related products and other related issues though a newsletter
directed for individuals with an interest in tandem bicycles; and
(c) To provide a
medium for social interaction between DATES members through meetings, organized
rides, and other cycling-related activities.
ARTICLE IV--MEMBERSHIP
Section
4.1 MEMBERSHIP CLASSIFICATIONS
DATES shall have a single classification
of membership of those individuals meeting the eligibility criteria.
Section
4.2 ELIGIBILITY
Membership is voluntary and open to any person not suspended
or expelled from DATES under the terms of these Bylaws or otherwise disqualified
by the terms of the Bylaws, who submits an application properly filled out in
such form as the Board of Directors shall prescribe and upon payment of the annual
dues, if any. Membership for persons under 18 years of age will require the consent
of a parent or guardian.
Section
4.3 ANNUAL DUES
The Board of Directors may determine from time to time
the annual dues payable, if any, by members. All members shall pay dues annually
in accordance with the procedures established by the Board of Directors. Members
will be notified of the membership renewal date. However, failure to give such
notice will not relieve the member from payment of dues.
Section
4.4 TERMINATION OF MEMBERSHIP
(a) SUSPENSION OR
EXPULSION.
Any member may be suspended or expelled, by a majority vote of the Board of Directors,
for violation of any of the Bylaws or rules of DATES, provided a statement of
charges is mailed by registered mail to the member under charges at his last recorded
address at least fifteen (15) days before final action is taken thereon; this
statement shall be accompanied by a notice of the time, when, and place, where
the Board of Directors is to take action. The member shall be given an opportunity
to present a defense at the time and place mentioned in said notice.
(b) FAILURE TO PAY
DUES. When
any member will be in default in payment of dues or other fees for a period of
three (3) months from the member's annual renewal date or such other period for
which such fees become payable, his membership shall automatically be terminated.
ARTICLE V--OFFICERS AND AGENTS
Section
5.1 OFFICERS
The officers of DATES shall be:
(a) DATES Coordinator,
Ride Coordinator, Newsletter Editor, Secretary, Treasurer, and Membership Coordinator.
The above six (6) teams shall make up the Board of Directors of DATES. These officers shall perform the duties prescribed
by these Bylaws.
(b) Such other elected
or appointed officers, assistant officers and agents, as the Board of Directors
deems necessary.
In the event
the DATES COORDINATOR team is unable to fulfill their duties, the Treasurer, Ride
Coordinator, Membership Coordinator, Newsletter, and then the Secretary, in that
order, will perform the duties.
Section
5.2 ELECTION AND TERM OF OFFICE
The officers of DATES shall be elected
annually by the general membership at the annual meeting. Their term of office
shall begin March 1 following the election and end on last day of February. Each
officer shall hold office until his successor shall have been duly elected and
installed or until his death, resignation, or removal. No decrease in the number
of officers or Directors shall have the effect of shortening the term of any incumbent
officer or Director.
Section
5.3 NOMINATING COMMITTEE
A nominating committee may be established by DATES prior
to the annual meeting of the members. The purpose of this committee is to qualify
and nominate candidates for the club offices. The Nominating Committee shall publish
and distribute their nominations prior to the annual meeting. Before the election
at the annual meeting, additional nominations from the floor shall be permitted.
Members of the Board of Directors may not serve on the Nominating Committee.
Section
5.4 QUALIFICATION
Each officer and Director must be a member of DATES.
Section
5.5 LIMITATION OF CONCURRENT OFFICES
No person may hold more than two
(2) offices at the same time.
Section
5.6 COMPENSATION
The
Board of Directors may by resolution authorize reimbursement of expenses incurred
in the performance of their duties. Such authorization may prescribe procedures
for approval and payment of these expenses. They may also, by resolution, authorize
payment of a fixed sum for attendance at each Director's meeting or a stated salary
for each Director, Officer or Agent of DATES.
Section
5.7 REMOVAL
Any officer or Director elected by the members may be removed by a vote of a majority
of the members present whenever the membership determines that the best interest
of DATES would be served by such removal. The contract rights of a removed person
shall not be prejudiced by such removal. Election or appointment of an officer
or agent shall not, in and of itself, create contract rights.
ARTICLE VI--DUTIES OF OFFICERS
Section
6.1 DATES COORDINATOR
It
shall be the duty of the DATES COORDINATOR team to preside at all membership meetings
of DATES, to call any meetings of DATES or it's Officers/Directors, to coordinate
the affairs of DATES, and to appoint and/or remove all committees ordered by the
Board of Directors. They shall make a
report to the general membership at each regular meeting. They serve as Chairman
of the Board of Directors. The DATES COORDINATOR
team shall be responsible for coordinating all of DATES social activities except
for the rides.
Section
6.2 TREASURER
The Treasurer team shall be responsible
for preparing and monitoring the budget, making recommendations to the Board of
Directors on financial matters, and monitoring and auditing all funds collected
and disbursed by DATES, and make a Summary report of financial position to the
general membership.
The Treasurer team shall cause all
reports required by law to be properly kept and filed, collect and keep account
of all moneys received and expended by the organization, deposit sums in the name
of the organization. The Treasurer team shall be responsible for disbursing funds
for payment of obligations of the organization, and any other such duties assigned
by the Board of Directors.
Section
6.3 RIDE COORDINATOR
The Ride Coordinator team shall
be responsible for planning and coordinating all of DATES ride activities, except
those which are Special Events, and takes on special assignments as requested
by the DATES COORDINATOR team.
Section
6.4 MEMBERSHIP COORDINATOR
The Membership Coordinator team
shall receive and process all membership applications, forwarding all moneys received
to the Treasurer. The Membership Coordinator
team shall be responsible for all press releases, to develop and coordinate efforts
to attract and retain members, maintain a current list of members, maintain an
up-to-date membership information sheet and for any other special assignments
as may be designated by the DATES COORDINATOR team.
Section
6.5 NEWSLETTER EDITOR
The NEWSLETTER EDITOR team is responsible
for the publishing and distribution of DATES monthly newsletter and takes on special
assignments as requested by the DATES COORDINATOR team.
Section
6.6 SECRETARY
The Secretary team shall be responsible
for taking minutes at meetings of members and of the Board of Directors, maintaining
a file of DATES minutes, and cause all notices required to be duly given.
ARTICLE VII--MEETINGS
Section
7.1 REGULAR MEETING
The regular membership meeting shall be held periodically
as set by the Board of Directors. The announcement shall be made in DATES Newsletter,
stating the date, time and place of the meeting, the general nature of the meeting,
and shall be mailed or delivered to the general membership prior to the meeting.
Section
7.2 ANNUAL MEETING
The annual meeting of the members of DATES shall be the
regular meeting held in January/February of each year at the time and place prescribed
by the Board of Directors. The members
shall elect officers at the annual meeting and conduct such other business as
shall properly come before it. If the annual meeting of the membership is not
held by such date, the election of officers may be held at any meeting of the
membership thereafter called pursuant to these bylaws.
Section
7.3 QUORUM
Ten teams of DATES members
shall constitute a quorum at each meeting of members. A team can be represented
by as few as one (1) of the members, for this purpose. If a quorum is not present at any meeting of members,
a majority of the members present may adjourn the meeting.
Section
7.4 VOTING PROCEDURE
Members eligible to vote may cast
their vote in person or by absentee ballot. Votes may be taken by voice, show
of hands, or ballot. A simple majority vote rules. Each individual member of DATES may cast one (1) vote. Thus each two (2) person team has two (2) votes.
Individual members will have one (1) vote.
ARTICLE VIII--BOARD OF DIRECTORS
Section
8.1 COMPOSITION
The elected officers of DATES shall constitute the Board
of Directors.
Section
8.2 GENERAL POWERS
The Board of Directors shall have general supervision
of the affairs of DATES between its business meetings, fix the hour and place
of meetings, make recommendations to DATES, and shall perform such other duties
as are specified in these Bylaws. The Board of Directors shall be subject to the
orders of DATES, and none of its acts shall conflict with action taken by DATES.
Section
8.3 MEETINGS
Meetings of the Board of Directors shall be held at such
time and place as determined by the Board of Directors.
Any DATES member may attend these Board of Directors meetings.
Section
8.4 TELEPHONE AND SIMILAR MEETINGS
Officers and Directors may participate
in and hold a meeting by means of conference telephone, or similar communications
equipment by means of which all persons participating in the meeting can communicate
with each other.
Section
8.5 QUORUM
A majority of the currently elected and acting Directors shall constitute a quorum
at any meeting of the Board.
Section
8.6 INFORMAL ACTION
Any activity that might normally be taken at a meeting
of Directors may be taken without a meeting if:
(a) All Directors
have been notified of the subject in advance;
(b) A written record
of the Directors voting in favor of the subject is obtained; and
(c) A written confirmation
of any approved actions is sent to all Directors.
Telephone conference calls or e-mail
may be used to conduct Board of Directors activities provided the conditions above
are met.
Section
8.7 VACANCIES
Any vacancy occurring on the Board of Directors, any directorship
to be filled by reason of an increase in the number of Directors, and any elected
office, shall be filled by majority vote of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the remaining term of his predecessor
in office.
Section
8.8 CONFLICT OF INTEREST
If a transaction is fair to DATES at the time it is authorized,
approved, or ratified, the fact that an officer or Director of DATES is directly
or indirectly a party to the transaction is not grounds for invalidating the transaction.
In a proceeding contesting the validity of such a transaction, the person
asserting validity has the burden of proving fairness unless:
(a) The material
facts of the relationship or interest of each Director is known or disclosed to
the Board of Directors, and the Board authorizes or ratifies the contract, act
or transaction by the affirmative votes of a majority of the disinterested Directors
present, even though the disinterested Directors is less than a quorum.
(b) The material
facts of the relationship or interest of each Director is known or disclosed to
the members entitled to vote, if any, and they authorized, approved or ratified
the contract, act or transaction without counting the vote of any member who is
an interested Director.
The presence of a Director who is
directly or indirectly a party to such a transaction, or a Director who is otherwise
not disinterested, may be counted in determining whether a quorum is present but
may not be counted when the Board of Directors takes action on the transaction.
A Director is indirectly a party
to the transaction if the other party to the transaction is an entity in which
the Director has a material financial interest or of which the Director is an
officer, director or general partner.
This provision shall not be construed
to invalidate a contract, act, or transaction that would be valid in the absence
of this provision.
ARTICLE IX--COMMITTEES
Section
9.1 COMMITTEES
The Board of Directors may create one or more committees
comprised of DATES members. All committee members shall serve at the pleasure
of the Board. To the extent specified by the Board of Directors,
each committee may exercise the authority of the Board of Directors provided.
However, a committee may not act as follows:
(a) Adopt a plan for
the distribution of the assets of DATES or for dissolution;
(b) Approve or recommend
to members any act required by statute to be approved by members;
(c) Fill vacancies on
the Board or any of its committees;
(d) Elect, appoint,
or remove any officer or Director or member of any committee, or fix the compensation
of any member of a committee;
(e) Adopt, amend, or
repeal the Bylaws or the Articles of Incorporation of DATES;
(f) Adopt a plan of
merger or adopt a plan of consolidation with another association, or authorize
the sale, lease, exchange or mortgage of all or substantially all of the property
or assets of DATES; or
(g) Amend, alter, repeal,
or take action inconsistent with any resolution or action of the Board of Directors
when the resolution or action of the Board of Directors provides by its terms
that it shall not be amended, altered, or repealed by action of a committee.
Section
9.2 CHAIRPERSON
One member of each committee shall be appointed chairperson.
Section
9.3 VACANCIES
Vacancies in the membership of any committee shall be
filled by appointments made in the same manner as provided in the original appointments.
Section
9.4 QUORUM
Unless otherwise provided in the resolution of the Board of Directors designating
a committee, a majority of the whole committee shall constitute a quorum, and
the act of a majority of the members present at a meeting at which a quorum is
present shall be the act of the committee.
Section
9.5 RULES
Each committee may adopt rules for its own government as long as they are
consistent with these Bylaws or with rules adopted by the Board of Directors.
Section
9.6 AUDITING COMMITTEE
The DATES COORDINATOR team shall appoint an Auditing
Committee composed of two (2) officers excluding the Treasurer. It shall be the
duty of this committee to audit the Treasurer's accounts at the close of the fiscal
year and to report at the annual meeting.
ARTICLE X--FISCAL
MATTERS
Section
10.1 GENERAL
DATES may use its funds only to accomplish the objectives
and the purposes specified by the Bylaws. No part of its funds will benefit or
be distributed to the members of DATES.
Section
10.2 BOOKS AND RECORDS
DATES shall keep correct and complete books and records
of account and shall also keep minutes of the proceeding of its members, Board
of Directors, and committees having any of the authority of the Board of Directors,
and shall keep a record of the names and addresses of the members entitled to
vote. The Board of Directors shall maintain current, true, and accurate financial
records with full and correct entries made with respect to all financial transactions
of DATES, including all income and expenditures, in accordance with generally
accepted accounting principles. All records, books, and annual reports of the
financial activity of DATES shall be kept for at least three years after closing
of such fiscal year. Any member or his agent or attorney may inspect all books
and records of DATES for any proper purpose at any reasonable time.
Section
10.3 ANNUAL STATEMENT
The Board of Directors shall prepare, or cause to be
prepared, a full and clear statement of the financial activity of DATES, including
a statement of support, revenue and expenses, and changes in fund balances, a
statement of financial expense, and balance sheets, for all funds for the last
fiscal year and for the prior fiscal year, all prepared in conformity with accounting
standards as promulgated by the American Institute of Certified Public Accountants.
Section
10.4 FINANCES
(a) This is a non-profit
organization. Entry fees and other moneys received will be spent carrying out
the stated objectives of DATES.
(b) The expenditure
of DATES funds must be approved by the DATES COORDINATOR team. The Treasurer shall
maintain a record of expenditures substantiated by receipts.
(c) DATES shall be
empowered to participate in fund raising activities.
(d) All funds of
DATES will be deposited from time to time to the credit of DATES in such banks,
trust companies, or other depositories as the Board of Directors may select.
(e) Only members
of the current Board of Directors may authorize a withdrawal from these accounts.
Each withdrawal requires approval by two Directors of DATES.
(f) The Treasurer
shall initiate all transactions involving these accounts.
(g) Upon request,
any member may receive a record of expenditures for this account.
Section
10.5 FISCAL YEAR
The fiscal year of DATES shall be fixed by the Board
of Directors.
Section
10.6 MATERIAL PROPERTY
Material property that may be obtained by DATES in its
name, will be controlled and the responsibility of the DATES COORDINATOR team
or other personnel so designated by the Board of Directors. All such material
property shall be used only for the benefit of DATES and shall not be used for
the personal benefit or gain of the appointed caretaker or any third party. The
DATES COORDINATOR team shall report to the membership, at least once a year, the
current status and location of all material property belonging to DATES.
Section
10.7 GIFTS
The Board of Directors may accept on behalf of DATES any contribution, gift,
bequest, or device for the general purposes or for any specific purpose of DATES.
Section
10.8 DISSOLUTION
In the event of the liquidation or dissolution of DATES,
whether voluntarily or involuntarily, no member will be entitled to any distribution
or division of its remaining property nor its proceeds. The balance of all money
and other property received by DATES from any source, after the payment of all
debts and obligation of DATES, will be distributed to a non-profit organization
voted upon by a majority of the members present for a vote of dissolution and
in accordance with the applicable law and exclusively for purposes therein set
forth with the intendment of Section 501(c) of the Internal Revenue Code 1954
and the regulations there under as the same now exist or as they be hereafter
amended from time to time.
ARTICLE XI--INDEMNIFICATION
Section
11.1 COVERAGE
By determination of the Board of Directors, DATES may:
(a) Indemnify any person
who was or is a named defendant or respondent, or is threatened to be made a named
defendant or respondent to any potential, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of DATES,
or is or was serving at the request of DATES as a director, officer, employee,
agent, partner, or trustee of another corporation, partnership, joint venture,
trust or other enterprise, against judgments, penalties including excise and similar
taxes, fines, amounts paid in settlement, and reasonable expenses, including attorney's
fees, actually and necessarily incurred by him in connection with such action,
suit or proceeding so long as he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of DATES and, with respect
to any criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful, and he was not guilty of negligence or misconduct in respect
of the matter in which indemnity is sought. The termination of any action, suit,
or proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent will not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed
to be in, or not to be opposed to, the best interests of DATES, and, with respect
to any criminal proceeding, had reasonable cause to believe that his conduct was
not unlawful. A person shall not be indemnified in respect of any obligations
resulting from a proceeding in which he is found liable on the basis that personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity or in which he is found liable
to DATES.
(b) Pay, in advance,
any reasonable expenses, including court costs and attorney fees, which may become
subject to indemnification under this article if DATES receives a written affirmation
be the person receiving the payment of his good faith belief that he has met the
standard of conduct necessary for indemnification, and it is determined that the
facts then known would not preclude indemnification and the person receiving the
payment undertakes, in writing, to repay, if it is ultimately determined that
he is not entitled to indemnification under this article; or
(c) Pay or reimburse
expenses incurred by a person who is or was a director, officer, employee or agent
of DATES, or is or was serving at the request of DATES as a director, officer,
employee, agent, partner, or trustee of another corporation, partnership, joint
venture, trust or other enterprise in connection with his appearance as a witness
or other participation in any potential, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, at a time
when he is not a named defendant or respondent in the proceeding.
Section
11.2 LIMITATION
A Director, officer, employee, or agent of DATES shall
be indemnified under this article against reasonable expenses, including attorney
fees, actually incurred by such person only to the extent that person has been
successful, on the merits or otherwise, in defense of any action, suit, or proceeding
by or in the right of DATES, or in defense of any claim, issue or matter therein.
Section
11.3 PERMISSIBILITY
A
determination as to the permissibility of indemnification must be made:
(a) By a majority vote
of a quorum of Directors who at the time of the vote are not named defendants
or respondents in the proceeding;
(b) If a quorum of directors
cannot be obtained, by a majority vote of a committee of the Board of Directors
consisting solely of two or more Directors who are at the time of the vote not
named defendants or respondents in the proceeding, designated to act in the matter
by a majority vote of all the Directors; or
(c) By special legal
counsel selected by a majority vote of the Board of Directors, whether or not
there is a quorum, or a committee of the Board as designated in this section.
Section
11.4 AUTHORIZATION
Authorization of indemnification shall be made in the
same manner as the determination that indemnification is permissible except that
if special legal counsel makes the determination that indemnification is permissible,
then authorization of indemnification shall be by one of the other methods.
Section
11.5 REASONABLENESS
A determination as to the reasonableness of expenses
shall be made in the same manner as the authorization of indemnification.
Section
11.6 NON-EXCLUSIVITY
The indemnification provided by this article shall not
be exclusive of any other rights to which a person may be entitled by law, bylaw,
agreement, vote of the disinterested Directors, or otherwise.
Section
11.7 CONTINUATION
The indemnification and advance payment provided by this
article shall continue as to a person who has
ceased to hold a position as a Director, officer, employee or agent of DATES,
or as a director, officer, employee, agent, partner, or trustee of another corporation,
partnership, joint venture, trust or other enterprise, serving at the request
of DATES, and shall inure to his heirs, executors and administrators.
Section
11.8 INSURANCE
DATES may purchase and maintain insurance on behalf of
any person who holds, or who has held, any position as a director, officer, employee
or agent of DATES, or as a director, officer, employee, agent, partner, or trustee
of another corporation, partnership, joint venture, trust or other enterprise,
serving at the request of DATES, against any liability incurred by him in any
such position, or arising out of his status as such, whether or not DATES would
have power to indemnify him against such liability under this article.
ARTICLE XII--AMENDMENTS TO BYLAWS
These Bylaws may be amended at any
meeting of DATES by a two-thirds vote of members present, provided that the amendment
has been submitted in writing at the previous meeting.