2012 Annual Membership Meeting
On Wednesday, February 15, 2012, at the Menomonie Public Library MAMBA held it's first annual membership meeting.
The group accomplished the three items on the agenda:
- Define Membership
- Accept new by-laws
- Fill Board Positions
Present at the meeting:
Aaron Johnson, Tony Kruempel, Jim Peterson, Richard Rapant, Steve Chamberland, David Carew, Randy Eide, Zach Anderson, Rory Feddersen, Justin Pitts, Kim Wentworth, Maria Wentworth, Dan Wood, Jerry Porter, Terese Wentworth
Membership was defined as having a valid email address on the mailing list managed by the Secretary. Link to add your email address to the list. All new members will get the by-laws and agrees to follow them by adding name to the email list.
The group reviewed, revised, and approved by a unanimous vote that the by-laws of MAMBA will be:
By-Laws of Menomonie Area Mountain Bike Association
Article I – Nonprofit Association
Section 1 – The name of the organization shall be Menomonie Area Mountain Bike Association (hereafter referred to as MAMBA).
Section 2 – The purpose of MAMBA shall be to work with land owners and/or managers, public and private, to develop and maintain quality mountain bike trails in the greater Menomonie area for use by the public, and; to encourage responsible use of mountain bike trails and resources, and; to provide good leadership and stewardship for the Menomonie area mountain bike community, and; to advocate for the Menomonie area mountain biking community.
Article II – Membership and Meetings
Section 1 – Membership in MAMBA shall be open to anyone. Each member shall have one vote at any annual or special meetings of the club.
Section 2 – The annual meeting of the membership shall be held during the month of February of each year for the purpose of electing officers and for the transaction of such business as may come before the meeting.
Section 3 – Membership requires agreement with following conditions:
- Having a valid email address on the groups email list.
- Positively represent the association and work to increase membership.
- Perform trail maintenance and participate in meetings and events when possible. Maintenance includes: clearing of trails (raking, removal of downed/fallen trees, removal of weeds/brush/branches), fixing washed out dirt spots, smoothing out trail surfaces
- Create new trails only after the trail has been proposed to the Board and approved by four (4) affirmative votes of the board. The proposal must include a plan including a walk through of location, estimated difficultly, features, maintenance, and estimate of time to complete the trail.
Section 4 – Special meetings of the members, for any purpose or purposes, may be called by the President or the Board. The place of the meetings shall be as the President or Board designates from time to time. Notice of the place, day and hour of the meeting and the purpose for which the meeting is called, shall be transmitted to members at least three days in advance before such meeting via email.
Section 5 – A minimum of three officers and three members in attendance at an annual or special meeting shall constitute a quorum, and a simple majority of votes cast at any meeting shall be decisive of any motion or election. If less than a quorum of members is present at any meeting, the meeting will be canceled.
Article III – The Board
Section 1 – The business and affairs of the association shall be managed by the Board.
Section 2 – The Board shall consist of President, Vice President, Secretary/Treasurer, Trail Marshal, and a Board Member at Large. Each member of the Board shall have one vote.
Section 3 – A regular meeting of the Board may be held at any time, by call from the President or any Board member, without notice to the membership. Notice of Board meetings shall be given at least twenty-four hours prior to the meeting by email notice.
Section 4 – At least three of the Board Members shall constitute a quorum for the transaction of business. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board. However, decisions on the construction of new or abandoning existing trails shall require affirmative vote by four members of the board.
Section 5 – Any vacancy occurring on the Board, including a vacancy created by an increase in the number of Board Members, may be filled until the next succeeding annual election by appointment by the President or Vice President, if the President position is vacant, subject to confirmation by the affirmative vote of a majority of the remaining Board members.
Section 6 – The President may designate committees of the Board and / or committees consisting of members headed by a Board Member to assist in conducting the affairs of the association.
Section 7 – The Board may create committees with specific goals that would have members lead and participate. The committee chairperson will report to the board regularly at scheduled meetings on the progress of the committee towards the goals. Committees could be formed around events, fund raising, marketing, and or other goals.
Article IV – Board Members
Section 1 – Each Board Member shall hold office for a term of one year and until his/her successor shall have been elected, or until his/her death, or until s/he shall resign. There will be no limit on the number of terms which a Board Member may serve. Each Board Member shall be elected by a majority of the votes cast by the membership at the annual meeting.
Article V – Officers
Section 1 – The principal officers of the association shall be a President, a Vice President, a Secretary/Treasurer, a Trail Marshal, and a Board Member-at-Large, each of who shall be elected by a majority of the votes cast by the membership at the annual meeting. The Board may create additional offices, and those offices shall be filled in the identical manner. All officers and Board Members shall be selected from the corporate membership.
Section 2 – The officers of the association shall be elected for one-year terms, commencing after the election. Each officer shall hold office until his/her successor shall have been duly elected, or until his/her death or resignation.
Section 3 – The President shall:
- Be the principal officer of the association and shall supervise and control all the business and affairs of the association.
- When present, preside at all meetings of the members and of the Board.
- S/he shall have authority to appoint such agents and representatives of the association as s/he shall deem necessary, and to delegate authority to them.
- S/he shall have authority to sign all checks and other documents on behalf of the association in the course of its regular business, and s/he may authorize the Vice President or any officer or agent of the association to sign such checks or other documents in his/her place.
Section 4 – The Vice President shall:
- In the absence of the President at meetings, s/he will preside at all meetings of the members and of the Board.
- In the event of the President's death, resignation, or inability or refusal to act, shall perform the duties of the President, and when so doing shall have all the powers of, and be subject to all the restrictions upon, the President.
- In addition to the President, be the association's leader of community relations with the Menomonie Chamber of Commerce, Rotary, Lions, and other organizations. As well as work with the school district leading the annual Earth Day event.
Section 5 – The Secretary/Treasurer shall:
- Keep all minutes of the membership and Board Meetings
- See that all notices are given to members and to members of the Board as required by these by-laws, or by resolution of the Board
- Be custodian of the records of the association
- Manage email group, lists, and web pages
- Keep a register of the email address of each member and the members agreement to the rights and responsibilities of the association that includes: The by-laws and the current officers and membership names; The process and rules of maintaining and building trails; The current trail work in progress and upcoming events; and Communication via email lists, email groups, and web pages.
- In general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be delegated or assigned to said Secretary/Treasurer by the President or the Board.
- Have charge and custody of, and be responsible for, all funds of the association, receive and give receipts for all moneys due and payable to the association from all sources, deposit all such moneys in the name of the association in such banks or other depositories as shall be selected by the Board, make expenditures and sign all checks as the Board shall indicate. All checks over $500 must be signed by the Secretary/Treasurer and the President
- Prepare report of the financial records for the annual meeting.
Section 6 – The Trail Marshal shall:
- Work with land managers on new land approvals and ongoing land management issues.
- Establish trail work days and work with Secretary/Treasurer to notify general membership of such.
- Conduct trail development and maintenance following construction guidelines from the International Mountain Bike Association (IMBA).
- Be the first point of contact for any trail work and be easily available to members.
- Lead efforts to do any maintenance or trail adjustments that are needed, but not allowed to make new trails at will.
- Will approve or deny any trail modifications or adjustments requests by membership. Any member who wishes to modify a trail must contact the Trail Marshal for permission. If the Trail Marshal approves the request, work can be completed immediately. If the Trail Marshal denies permission, the member may appeal to the board. The board can overturn the Trail Marshal’s decision and vote yes for the modification with a majority vote. If the Board votes no as well, the modification or adjustment to a trail cannot be completed.
Article VI – Membership Dismissal
Section 1 – Any member may be warned of dismissal, or dismissed by simple majority of the Board as defined under Article III for conduct that may be detrimental to the association, it's trails, or a disgrace to the function of the association. Any such member must be warned and notified via email by the officers of the association of their intent of dismissal.
Section 2 – The dismissal of members from the association requires one warning, an intent to dismiss. The board must make separate notification and votes on the the warning and dismissal of membership.
Section 3 – Any member warned of dismissal or dismissed from membership will be notified via email, as soon as possible, by the Board that s/he has been dismissed from membership in the association and the reasons why.
Article VII – AMENDMENTS
Section 1 – These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a simple majority of the membership present at any annual or special meeting of the membership where a quorum is present, or by a simple majority of the Board where a quorum is present, provided, however that no by-laws adopted by the membership shall be amended or repealed by the Board.
Article VIII – FISCAL YEAR
Section 1 – The fiscal year of the association shall be from January 1 – December 31st.
Article IX – DUES
Section 1 – Dues, if any, shall be established at the association’s annual meeting.
Section 2 – All dues, if any, shall be paid on an annual basis concurrent with the fiscal year.
Section 3 – All dues shall be paid on individual/family or business basis.
Section 4 – At the discretion of the Board, a policy may be established allowing members to exchange volunteer time at trail work days for the cost of membership.
Article X – RULES OF ORDER
Section 1 – Roberts Rules of Order shall prevail where there is not a conflict with these by-laws.
Article XI – DISSOLUTION
Section 1 – Upon dissolution of the organization, assets shall be distributed for one or more purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 , or corresponding section of any future Federal tax code, or shall be distributed to the federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, in the county in which the principal office of the organization is then located, exclusively for such purposes.
The following Board of Directors for MAMBA were elected by a unanimous vote:
President - Randy Eide
Vice President - Maria Wentworth
Secretary/Treasurer - Jerry Porter
Trail Marshal - Zach Anderson
Member at large - Jim Peterson
Meeting was adjourned.