FREEWHEELERS OF SPARTANBURG, INC. BY-LAWS
(OCTOBER 2002)

ARTICLE I: NAME

The name of this organization is Freewheelers of Spartanburg, Inc. The name of this organization’s regular monthly newsletter is The Seat Post.

For the purposes of these By-Laws, the terms “Freewheelers,” “membership” and “club” shall, unless otherwise specified, be understood to refer to the Freewheelers of Spartanburg, Inc.

ARTICLE II: PURPOSE

The Freewheelers of Spartanburg, Inc., is a non-profit community service organization, the purpose of which is to provide education and promotion of bicycle safety and a forum for amateur sports competition and touring within the meaning of the Internal Revenue Code.

Unless otherwise stated, for the purpose of these By-Laws the terms “bicycle(s)” and “bicycling” shall be understood to include both road and mountain (all-terrain) bicycle(s) and bicycling.

ARTICLE III: MEMBERSHIP

Section 1: Membership is open to individuals and families, particularly in the Spartanburg area, who desire to promote the club purposes set forth in Article II.

Section 2: Membership dues will be $25.00 per year for a family, $15.00 for individual membership, payable at the beginning of each calendar year. This section may be amended by a two-thirds vote of the Executive Committee and simple majority of the membership attending a scheduled membership business meeting. All active members must be notified of any vote to change membership fees at least one week before the vote is to be held.

Section 3: The privileges of membership shall include voting and holding positions in the club, participation in activities, teams and events limited to club members, receipt of The Seat Post, and any and all other benefits due club members.

Section 4: The Freewheelers of Spartanburg, Inc., may, at the discretion of its officers and members, affiliate itself with any organization that will further the purposes of the club.

ARTICLE IV: OFFICERS

Section 1: The Freewheelers of Spartanburg, Inc., shall elect the following officers: President, Vice-President, Director of Assaults on Mt. Mitchell and Marion, Director of Touring, Director of Racing, Director of Mountain Biking, Director of Membership, Director of Programs and Public Relations, Recording Secretary, Treasurer, Newsletter Editor, Webmaster, Bicycle Shop Liaison, and Palmetto Cycling Coalition Liaison.

All positions are to be filled at the annual election of officers in June and take effect July 1, unless otherwise directed by the club.

Section 2: Duties of officers are as follows:

The President shall preside at regular and special meetings of the general membership of the club. The President shall also call and preside at meetings of the Executive Committee, be responsible for the general supervision of club activities, promote and act as spokesperson for the club, and help publicize club activities.
The Vice-President shall fill in for the President in his/her absence including but not limited to presiding over meetings as necessary. The Vice-President shall chair the Officer Nominating Committee. In the event the President cannot complete his/her term the Vice-President shall take over until the next regularly scheduled election.
The Director of Assaults on Mt. Mitchell and Marion is responsible for coordinating and organizing the Annual Assaults on Mt. Mitchell and Marion. Due to the complexity of this job, this Director shall have a contractual agreement with the Freewheelers of Spartanburg, Inc.
The Director of Touring schedules and coordinates club rides of a non-racing nature and provides this information to the Newsletter Editor for publication in the club events calendar.

The Director of Racing shall report to the club racing matters of interest or concern to the club and also schedule and coordinate competitive bicycling events sponsored by the club.

The Director of Mountain Biking schedules and coordinates events for off-road, all-terrain bicycling.
The Director of Membership shall keep accurate, updated membership records as well as a membership list for publication on an annual basis and provide to the necessary party.
The Director of Programs and Public Relations shall publicize club events of interest to the general public through local media, including but not limited to newspapers and radio and TV stations. This Director shall also schedule speakers and/or programs at least once per quarter, and act as contact person for those wishing to obtain or pass on information about a member such as illness, etc.
The Recording Secretary shall keep minutes of regular monthly membership meetings in addition to meetings of the Executive Committee, and provide the minutes of the monthly club meetings to the Newsletter Editor for publication.
The Treasurer shall be responsible for the receipt and disbursement of club funds and for keeping and maintaining accurate and up-to-date records of finances. The Treasurer shall report the club’s financial status to the club members at regularly scheduled meetings. The Treasurer shall prepare an annual financial report.

The Newsletter Editor shall produce the monthly newsletter and distribute this same newsletter in a timely manner to club members, local bicycle shops, and any other businesses and organization with which the club may be affiliated.

The Webmaster shall maintain an accurate and up-to-date club website on the Internet for the benefit of club members and other interested parties. Due to the technical nature of this position, this officer shall have a contractual agreement with The Freewheelers of Spartanburg, Inc.
The Bicycle Shop Liaison shall maintain good relationship between the club and area bicycle shops by means of regular contact with these bicycle shops. This officer shall function as the contact person, which the bicycle shops, may promote and publicize news of interest to club members. This officer is to report such information to the club membership at regular meetings.
The Palmetto Cycling Coalition Liaison shall report the activities of the PCC to club members on a regular monthly basis.

Section 3: The following officers shall be screened and selected by the Board of Directors and submitted to the membership for approval at the annual elections.

The Director of Assaults on Mt. Mitchell and Marion
The Webmaster
Section 4: Any and all active members of the club are eligible to run for elective office or volunteer for official positions as listed above.
Section 5: Any person eligible to serve may run for an office upon nomination from the floor and a second. An officer shall be elected upon receipt of a majority of votes cast by active members. Should no candidate receive a majority of votes cast on the first ballot, a run-off election shall be held between the two candidates receiving the highest number of votes.

ARTICLE V: PROCEDURES

Section 1: Regular club meetings shall be held the evening of the first Monday of each month unless otherwise announced by the President, as in the event of a holiday falling on that date. Members shall be notified of regular meetings through the newsletter, website, and e-mailing as needed, along with news of business matters to be discussed at the meeting.

Section 2: At any meeting of membership, attendance in person of at least ten percent (10%) of the members shall constitute a quorum. Only members present at the meeting shall have the right to vote, as there shall be no voting by proxy. The acts of the majority of the members present at a scheduled meeting shall be considered the acts of the Freewheelers of Spartanburg, Inc., except as otherwise provided by the By-Laws.

Section 3: Removal of officers for just cause may occur upon a motion at a general membership meeting duly made and seconded with a majority vote of those present. Any vacancy created by such a removal, or due to other circumstances, shall be filled at the next general meeting as provided in Article IV, Section 5, above.

Section 4: The Executive Committee may, at its discretion, appoint a temporary replacement for any vacated office, pending an election or official appointment at the next general membership meeting.

Section 5: Robert’s Rules of Order shall be considered to cover circumstances not covered by these By-Laws.

ARTICLE VI: THE EXECUTIVE COMMITTEE

Section 1: The composition of the Executive Committee (or “Board”) shall be the officers of the club as provided in Article IV, Section 1, along with the person who held the position of President immediately prior to the current President. The past President shall serve a maximum of one year on the Board.

Section 2: The executive committee shall meet when requested to do so by the President. These meetings shall be separate from regular monthly meetings of the club.

Section 3: The responsibilities of the Executive Committee shall include (but are not limited to) planning and coordinating club activities, determining agenda and programs for club meetings, and examination of all expenditures.

Section 4: meetings of the Executive Committee shall be open to interested members who wish to attend. However, only members of the Committee itself, as designated in Section 1 of this Article, may vote.

ARTICLE VII: AMENDMENTS

Section 1: These By-Laws may be amended by a two-thirds vote at a general membership meeting. Any proposal to amend these By-Laws must be made at least two weeks in advance of the meeting at which the vote to amend shall take place and must be publicized directly to club members by every means available.

Section 2: Amendment of the By-Laws may take place also by mail-in ballot or via e-mail, provided that at least one-half of the members respond and at least two-thirds of these responses favor the amendment.

ARTICLE VIII: FINANCES

Section 1: All club monies are to be held in bank account(s) established for the Freewheelers of Spartanburg, Inc., and dispersed at the discretion of the President and/or Executive Committee, for designated expenditures including special club events. Funds left over from such events are to be returned to the club account within four days of withdrawal.

Section 2: Only the Treasurer, the President and the Director of Assaults on Mt. Mitchell and Marion shall have authority to withdraw funds from club accounts. In the event of a single expenditure in excess of $200.00, two of the three must sign the check.

Section 3: Following annual election of officers, the Executive Committee is to meet and prepare a budget to be presented to the membership at the December general monthly meeting of the club. This budget must be approved by a majority of members present.

Section 4: In the event of dissolution of the Freewheelers of Spartanburg, Inc., funds remaining in club accounts and any other assets held by this corporation shall be distributed to a designated successor 501©(3) bicycle club. If no such successor club exists, then such remaining funds and other assets shall be distributed to the Palmetto Cycling Coalition, a 501©(3) corporation, in the care of its chief executive officer.