Link: The current DBC By-Laws, last amended September 2019
From Phil Coleman, regarding the 2018 revision:
Written by-laws are a legal requirement for incorporation as a California non-profit organization. Creation of the DBC by-laws occurred in 1982, a few years after the Club’s founding. In the ensuing years many amendments have been made in compliance with legal mandates and organizational evolution. This edition is a total revision, bringing the Club into current legal compliance as a non-profit entity. These new by-laws include narrative and format changes for greater clarity, and to reflect current Club practices that have changed over the successive 35 years.
Background and Overview
What are By-laws?
Laws defined are the supreme authority governing persons in a sovereign entity. By-laws are similar in authority excepting that the sovereign authority delegates its authority to a non-government authority, and its application is for members of only that group. In our instance the Davis Bike Club creates by-laws as broad-based policy by which the Club shall operate. As with all non-profit organizations, federal and state law mandates entry of some by-law provisions.
What Laws Control our By-laws?
Various provisions of the Federal Code summarized in, IRS Publication 557. At the State level, California Corporation Code, Section 5000 ff., rules the process on incorporating non-profit organizations. The Secretary of State monitors compliance.
Need for Total Revision of DBC By-laws
By-laws, like the organizations they represent, are dynamic. As laws governing by-laws change, and Club operations and procedures evolve, by-law amendments must be made reflecting these changes.
DBC By-laws have been amended several times, beginning in 1990. The endnote amendments became so numerous that the final 5 of the 17 pages of the previous by-laws were amendments. Further, an inspection for compliance with current law showed four missing federal mandates. It was time to start over and prepare a complete revision of the DBC By-laws.
Process of By-law Revision
Identification and Correction of Deficiencies
Missing IRS Code requirements were identified and inserted as additional Articles. Obsolete Articles were deleted. Archaic policy language, errors in syntax and spelling were corrected. Redundant clauses, ambiguous and confusing wording were noted and edited by sharp-eyed wordsmiths, former board members, and persons skilled in parliamentary procedure and techniques of policy writing.
Grammarians noted many passages in “passive voice.” They were made active, giving the document greater clarity and ease of reading while reducing verbiage.
Duties of Officers and Directors
Duties of officers, directors, and non-board positions in the previous by-laws were detailed job descriptions. While job descriptions are vital to any organization, their placement in the by-laws impairs administrative flexibility necessary for effective Club leadership. The previously detailed duties were briefly summarized or omitted entirely from the By-Laws. Job descriptions are published below for reference:
The President is the Club’s chief executive officer and has the ultimate responsibility and accountability for Club activities. The President coordinates and oversees the activities of all directors and resolves conflicting or duplicated efforts. The President shall communicate such matters, suggestions and recommendations to the members and to the Board of Directors as may in his or her opinion promote the welfare and increase the usefulness of the Club.
This person also prepares and publishes a Board Meeting agenda and serves as Board Chair with the right to vote on proposed resolutions. A President is empowered to form and disband committees and appoint members with input from the Board. Vacated Board positions will be filled by the President with Board concurrence. The President will perform other duties and responsibilities as determined by the Board of Directors. Periodically pick up and distribute Club mail wherever club mail is received.
The Club Vice President assumes the duties of the President when the President is absent or disabled. In addition, the Vice President may perform tasks and duties delegated by the President. A Vice President’s specific duties include scheduling and conducting Membership Meetings and making all arrangements for the meeting location and speaker presentations. The Vice President also serves on the Budget Committee and is responsible for the December Holiday Party.
The Treasurer handles all financial transactions for the Club. Specific recurring tasks include the following:
Prepare and publish a monthly financial report available to the Board and Membership. Provide supplemental commentary on request to any member or interested parties.
Post the monthly financial report to the DBC website each month following receipt and review by the Board, unless otherwise decided by the Board.
Maintain and monitor performance of the Club’s Debit Card(s) and credit cards and control the issuance of additional cards as determined by the Board.
Reconcile the ledger with the Club bank accounts on a monthly basis.
Provide customized financial reports to any Director having operational budgets on request.
Manage access to standing accounts (e.g., First Northern, Fidelity, FedEx, U-Haul).
At the expiration of the previous policies (e.g., end of a fiscal year), purchase general Club liability insurance and Directors’ and Officers’ insurance.
As per the club’s Bylaws, chair the Budget Committee and produce a budget for the Board to vote on for the next fiscal year.
Make supplemental appropriations and expense adjustments to the approved budget, make deposits, and expense reimbursements as required or authorized by Directors with operational budgets or by Board Resolution.
In January, File the sales tax return with the California Department of Tax and Fee Administration.
Coordinate with the Club’s Accountant at the beginning of each year to provide summary financial and organizational data needed for the Accountant to file the Club’s Form 990, California Exempt Organization Annual Information Return.
File 1099 reports with the IRS in January (required for all providers of professional services of more than $600).
Arrange for the Bylaw-required annual review of the Club Treasury records.
Manage investment accounts to ensure that necessary discretionary funds are available to cover Club expenditures.
Serve as liaison with the Race Team Treasurer as part of keeping income and expenditure records for that operation.
Periodically pick up and distribute Club mail wherever club mail is received.
The Secretary prepares a summation of Board meetings (minutes) and publishes them for public view on the Club Webpage. Board minutes are historical events and the Secretary is responsible for researching and preparing replies on past Club activities received from any Board member. The Secretary serves on the annual Budget Committee. Acting as Corporate Secretary re: signing corporate documents from the State, banks and other places as appropriate. The Club Secretary may handle correspondence received and responds at the direction of the President or Board consensus.
Tour and Ride Director
The Tour and Ride Director is responsible for coordinating weekly, monthly, and one-time Club rides. This includes:
Recruiting leaders to lead tours.
Coordinating with tour leaders on dates for all tours.
Allocating the touring budget for individual tours.
Presenting tours to members at a membership meeting.
Promoting Club rides, recruit leaders for club rides and keep website ride calendar up to date.
Providing support and experience-based wisdom to ride and tour leaders, as needed.
Working within DBC and other community-based groups to promote safe cycling.
The Philanthropy Director is responsible for the disbursement of all budgeted funds in the Philanthropy account. Determination on what organization or individual shall receive these donations is at the discretion of the Philanthropy Director. The following conditions must be met for a charitable effort to receive funds from this account:
- The recipient must be a legally recognized non-profit organization.
- A charitable effort receiving Club funds must have local, regional, or California state presence.
The Philanthropy Director is to be receptive to suggested allotments of charitable funds from persons or entities inside and outside the Club. At scheduled board meetings, the Philanthropy Director must report on any disbursements made and the rationale for making them. Final determination of Philanthropy Fund allotments is at the discretion of the Philanthropy Director.
An Outreach Director accepts and coordinates all tasks associated with membership growth and retention of members. This director has creative latitude to stimulate greater interest and participation in all the Club’s events and activities. The Outreach Director is the marketing function to promote the Club brand, membership, and participation in club activities. Examples include:
Organize special purpose and theme rides with emphasis on families or specific demographic groups. Publicize these rides within the membership and the public.
In coordination with the Ride and Tour Director, arrange “Snack Rides” to further encourage ride participation.
Promote skill classes, devoted to increasing rider safety and ride participation.
Establish contact with all new members and serve and mentor or advise as needed.
Maintain Club social media presence on the internet.
Race Team Director
The Race Team Director manages the race team and its constituents by promoting interest in all disciplines of competitive cycling activities of the club. The Race Team Director has fiduciary responsibility to manage the race team budget which is allocated annually by the Club board. The director shall prepare all necessary paperwork to ensure USA Cycling membership and team registration. The Race Team Director shall submit articles about race team events to the Outreach Director for publication. The Race Team Director shall be familiar with the scheduling and policies set by owners of loaned equipment governing the use of such equipment.
A Membership Director receives and processes all new and renewal membership applications. This director updates membership rosters periodically and makes them available to the Board of Directors. Among the specific tasks given to the Membership Director are the following:
Provide information on members to persons authorized to receive same. This includes current membership status, E-mail addresses, residence addresses, and phone numbers.
Coordinate with the Outreach Director in efforts to recruit new members and retain existing members.
Respond to any inquiries from the public on membership requirements and services offered by the Club.
Responsible for Club Webpage information on membership-related matters.
In compliance with by-law provision for annual review of membership dues, the Membership Director makes recommendations on any change of membership fees to Board.
Club Board may create at-large positions in accordance with existing Club needs. At-large directors typically are responsible for a major Club event (i.e., Davis Double Century, Foxy’s Fall Century, ultra-/randonee, and other such events). Reporting to the Board of Directors, an At-Large Director accepts and coordinates all tasks associated with running such event.