DBC By-Laws

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, 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 duties previously detailed were briefly summarized, or omitted, and job descriptions for all will be published at a future date on the DBC Website.

Acknowledgement and Appreciation

Some 15-17 persons, all DBC members, participated in the re-write of these by-laws. A few responded by request, others spoke spontaneously when hearing of the effort. Nobody asked to be given attribution for suggestions made, and some participants specifically requested to remain anonymous. All names are omitted, for fear of missing, or revealing, a particular contributor.