The registered office of the Club shall be in the city of Washington, District of Columbia.
The Club may also have offices at such other places both within and without the District of Columbia as the Executive Committee may from time to time determine or the business of the Club may require.
(1) To sponsor and to promote bicycling events, tours, races, and other bicycling activities, for members as well as for the general public, that will develop physically fit, resourceful, self-reliant, well-informed citizens of all ages.
(2) To provide information, by publication, lecture, demonstration, or other means, pertaining to safe and effective cycling habits, safe riding conditions, proper bicycle maintenance, beneficial and/or legally-required bicycling equipment, traffic regulations applicable to cyclists, etc.
(3) To instruct cyclists on how to ride safely, both in group and in nongroup situations, under varying weather, traffic, and road conditions, while obeying applicable traffic laws.
(4) To instruct the public, including pedestrians and motorists, on how to legally and safely interact with cyclists in traffic situations.
(5) To sponsor and to promote recreational bicycle trips designed to inform participants on various aspects of our natural, cultural, and historic heritage.
(6) To promote and to encourage the use of the bicycle and the development of bicycle facilities on both public and private lands as a resource preserving, non-polluting, non-congesting, quiet means of recreation and transportation, thereby lessening the burdens of government in the areas of traffic regulation, highway construction and maintenance, pollution control, and resource use regulation.
(7) To otherwise lessen the burdens of government by sponsoring and promoting bicycle rides that raise money for charitable organizations within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
(8) To engage in any and all lawful activities incidental to the foregoing purposes, except as restricted herein.
(9) No Club resources shall be used to organize or promote activities not related to these purposes.
All existing, bona fide members of the Potomac Pedalers Touring Club, a partnership association, become members of the corporation upon the adoption of the charter and bylaws of the corporation by Executive Committee, without further action by resolution of the Executive Committee.
Membership shall be limited to persons interested in bicycling and supportive of the purpose(s) of the Club. The Executive Committee shall determine additional qualifications for membership as necessary.
Meetings of the members shall be held within or without the District of Columbia.
Annual meetings of members, commencing with the year 1973, shall be held at a time and place set by the Executive Committee, at which time and place the members present in person or by proxy ballot, shall elect by a plurality vote the members of the Executive Committee, and transact such other business as properly may be brought before the meeting. The Executive Committee shall select a date for the annual meeting falling between January 1 and March 1, of each year.
At any time, in the interval between annual meetings, special meetings of the members may be called by the Executive Committee, or by the Chairperson.
Special meetings of members shall also be called by the Secretary upon the written request of at least 20 percent (20%) of the bona fide members of the Club. Such request shall state the purposes of such meeting and the matters proposed to be acted on thereat. The Secretary shall inform such members of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the Club of such costs, the Secretary shall give notice stating the purpose or purposes of the meeting to all members entitled to vote at such meeting. No special meeting need be called upon the request of less than a majority of all members entitled to vote at such meeting to consider any matter which is substantially the same as a matter voted upon at any special meeting of the members held during the preceding twelve (12) months.
Not less than ten (10) nor more than sixty (60) days before the date of every membership meeting, the Secretary shall give to each member entitled to vote at such meeting, and to each member not entitled to vote who is entitled by statute to notice, written or printed notice stating the time and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by personal delivery. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the member at this post office address as it appears on the records of the corporation, with postage thereon prepaid.
At any meeting of the membership, the presence in person or by proxy of either ten percent (10%) of the members or 60 members, whichever is the lesser, shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the members, the members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
The Executive Committee shall, or if an election committee is appointed, then the latter, shall include with the written notice of the annual meeting an absentee ballot or proxy which shall list all of the candidates for the Club’s offices. If a member desires to vote by absentee ballot or by proxy, he shall send the marked ballot or proxy in a signed, sealed envelope to the designated address before the date on which the annual meeting is held in order to be counted. Members present at the annual meeting may vote in person by secret ballot or by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after three months from its date unless otherwise provided in the proxy. At all meetings of members, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.
The Club shall be governed by an Executive Committee consisting of a Chairman, Chairman-elect, Recording Secretary, Membership Secretary, Treasurer and four additional Members-at-large; all of whom, with the exception of the Chairman, shall be elected by the general membership and shall serve without compensation and be members of PPTC.
The number of members of the Executive Committee may be increased or decreased only by vote of the membership at a duly constituted annual, general, or special meeting.
At alternate Annual Meetings of the membership, the Recording Secretary, Membership Secretary, and Treasurer shall be elected to hold office for terms of two years or until their successors are elected and qualify. At each annual meeting the members will elect the Chair elect who will serve a one-year term and then a second one-year term as Chair. At each Annual Meeting of members two members-at-large shall be elected for two-year terms. The Recording Secretary and Treasurer elected for 2005 will serve two year terms, and the Membership Secretary elected for 2006 will serve a two year term. Those elected to these positions for prior years will have one year terms.
The slate of candidates will be published in the Pedal Patter no later than the issue which is slated to arrive before the annual meeting is to be held. No nominations from the floor will be permitted for any vacancies in which there is a published candidate. In the absence of such a published candidate floor nominations can be made. Write-in candidates will be permissible for any position. The rules for absentee ballots will be published in the same Pedal Patter as the slate of candidates.
Voting will commence at the time members arrive at the Annual Meeting and will be closed at the time that the Chairman declares that the votes should be tallied. If there is a situation described in #3a above in which there is not a published candidate for a vacancy, and a nomination from the floor is made, a separate vote for that individual will be carried out (assuming a proper second and that individual accepts the nomination.)
Meetings of the Executive Committee, regular or special, may be held at any place in or out of the District of Columbia as the Committee may from time to time decide.
A quorum of the Executive Committee shall consist of a majority of the members. In the event of resignation, prolonged absence, absence of a quorum at the annual meeting, or disability of an elected member, the vacancy occurring in the Committee may be filled from the membership by a majority vote of the remaining members of the Executive Committee, although such majority is less than a quorum.
The business and affairs of the Club shall be managed by its Executive Committee, which may exercise all of the powers of the corporation, except such as are by law or by charter or by these bylaws conferred upon or reserved to the members.
The first meeting of each newly elected Executive Committee shall be held at such time and place as shall be fixed by the vote of the members at the annual meeting, and no notice of such meeting shall be necessary to the newly elected Committee in order to legally constitute the meeting, providing a quorum shall be present, or they may meet at such time and place as shall be fixed by the consent in writing of all of the members of the Executive Committee.
Regular meetings of the Executive Committee may be held without notice at such time and place as shall from time to time be designated by the Executive Committee.
Special meetings of the Executive Committee may be called at any time by the Executive Committee by vote at a meeting, or by the Chairman or by a majority of the Committee in writing without a meeting.
Notice of the place and time of every special meeting of the Executive Committee, except as herein otherwise provided, shall be served on each member thereof or sent to him by electronic means or by mail, or by leaving the same at his residence or usual place of business at least three (3) days before the date of the meeting.
Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting, if a written consent to such action is signed by 2/3 of the members of the Committee, and such written consent is filed with the Minutes of the Proceedings of the Committee.
The Executive Committee may adopt or amend the bylaws, excepting such bylaws as pertain to the powers and rights of the members, by majority vote at a duly constituted meeting of the Executive Committee.
The Executive Committee may, or it may authorize the Chairman to, appoint from such persons as the Executive Committee may see fit, one or more advisory committees, and at any time may appoint additional members thereto, which shall have and may exercise such powers as shall be conferred or authorized by the resolutions appointing them. The members of any such committee shall serve during the pleasure of the Executive Committee. Each such committee may, subject to the approval of the Executive Committee, prescribe rules, and regulations for the call and conduct of meetings of the committee, and other matters relating to its procedure. The members of any advisory committee shall not receive any stated salary for their services as such, but by resolution of the Executive Committee, a fixed reasonable sum or expenses for attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such committee. The Executive Committee shall have the power in its discretion to contract for and to pay to, any member of an advisory committee, rendering unusual or exceptional services to such corporation, special compensation appropriate to the value of such services.
The Chairman shall preside at all meetings of the members and the Executive Committee, shall have general and active management of the business of the Club, and shall see that all orders and resolutions of the Executive Committee are carried into effect.
He shall execute in the corporate name all authorized deeds, mortgage, bonds, contracts, or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the Executive Committee to some other officer or agent of the corporation.
The Chairman-elect shall have all of the responsibilities and powers granted the Committee members. In addition the Chairman-elect shall be charged with the responsibilities of organizing the Annual Meeting and coordination of volunteers. In the absence or disability of the Chairman, the Chairman-elect shall perform the duties and exercise the powers of the Chairman.
The secretary shall attend all sessions of the Executive Committee and all meetings of the membership and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any other committee which may be constituted. He shall give or cause to be given, notice of all meetings of the members and special meetings of the Executive Committee, and shall perform such other duties as may be prescribed by the Executive Committee or Chairman, under whose supervision he shall be. He shall keep in safe custody, the seal of the corporation and, when authorized by the Executive Committee, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of an assistant secretary. He shall maintain copies of correspondence of the Club.
The Membership Secretary shall maintain the membership records. He shall also resolve all questions dealing with Pedal Patter receipt. In addition the secretary will endeavor to increase and promote the benefits of the club.
The Treasurer or a firm or person contracted by the club shall have the custody of the Club funds and financial records and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Executive Committee. If such functions are contracted, the Treasurer shall be responsible for the oversight of these and all other financial and related activities and shall promptly report suspected irregularities to the Executive Committee.
The Treasurer a firm or person contracted by the club shall collect all monies due the Club; shall be responsible for the dispersal of all Club funds as may be ordered by the Executive Committee, taking proper vouchers for such disbursements, and shall render to the Executive Committee at its regular meetings, or whenever they may require it, an account of all financial transactions and of the financial condition of the Club.
The Treasurer shall prepare or cause to be prepared annually, a full and correct statement of the affairs of the Club, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting and shall be filed within twenty (20) days thereafter with the appropriate municipal authorities of the District of Columbia.
If required by the Executive Committee, he shall give the corporation a bond in such sum and with such surety as shall be satisfactory to the Executive Committee for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control to the corporation.
Each of the four (4) additional committee members, or such other number as may be decided upon by the membership in accordance with Article VI, Section 2 of these bylaws, shall have special responsibilities as determined by the committee as a whole.
In the event any member of the Executive Committee shall be unable to carry out his duties as specified by these bylaws, or fail to do so, he can be removed by a two-thirds vote of the other members of the Executive Committee.
In the event that a vacancy occurs on the Executive Committee between annual meetings of members, it may be filled by any candidate selected by a majority vote of the remaining members of the Executive Committee. Any members of the Executive Committee elected by this procedure shall serve only until the next annual meeting of members, at which time a special election shall be held to fill any time remaining in the term.
The Executive Committee may appoint Assistant Secretaries, Assistant Treasurers, and such other agents and representatives of the corporation with such powers and to perform such acts and duties on behalf of the corporation as the Executive Committee may see fit, so far as it may be consistent with these bylaws, to the extent authorized or permitted by law.
The Executive Committee, except as these bylaws otherwise provide, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Executive Committee, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract, or engagement, or pledge its credit, or render it liable pecuniary for any purpose or to any amount.
All checks, drafts, and orders for the payment of money, notes and other evidence of indebtedness, issued in the name of the corporation shall be signed by such officer or officers as the Executive Committee may from time to time designate.
Unless otherwise ordered by the Executive Committee, the Chairman shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this corporation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock, which as the owner thereof, this corporation might have possessed and exercised if present. The Executive Committee may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
The fiscal year of the corporation shall commence on January 1 of each year and end on December 31.
The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Non-Profit Corporation, District of Columbia.” The Executive Committee may authorize one or more duplicate seals and provide for the custody thereof.
No member, officer, or employee of or member of or person connected with the corporation, or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent payment to any person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Executive Committee, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Executive Committee shall be distributed, transferred, conveyed, delivered, and payed over, in such amounts as the Executive Committee may determine or as may be determined by a court of competent jurisdiction upon application of the Executive Committee, exclusively to charitable, scientific, literary, or educational organizations, which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
The Executive Committee shall have the power to make, alter, amend, and repeal the bylaws of the corporation by affirmative vote of the majority of the Executive Committee, provided, however, that the action is proposed at a regular or special meeting of the Executive Committee and adopted at a subsequent regular meeting, except as provided by law and by Article VI, Section 2, and by Article XIV, Section 3, of these bylaws.
The members shall have the power, at the annual meeting or at any special meeting, to alter or repeal any bylaw changes or to make new bylaws if the specific intent of the proposed bylaw changes or new bylaw is first published in the Pedal Patter preceding the annual meeting or special meeting by at least one month.
The Executive Committee shall not alter or repeal any laws made by the membership.
The Articles of Incorporation may be amended by written approval of a two-thirds majority of the entire membership responding to a mail ballot.