By-Laws

HOOSIER MOUNTIAN BIKE ASSOCIATION, Inc. (HMBA)
BYLAWS
as of February, 2006


INTRODUCTION

The Hoosier Mountain Bike Association, Inc. (HMBA) is a statewide organization with the mission to promote responsible mountain biking and work towards the goals of common land access and natural resource protection in Indiana through interaction with policy makers, the cycling industry, race promoters, mountain bikers and other trail users.

 The Hoosier Mountain Bike Association (HMBA) is classified as a public charitable organization to foster national or international amateur sports competition under Section 501(c)(3) of the Internal Revenue Code.  This status affords donors maximum tax deductions for income and estate tax purposes.  

EXECUTIVE OFFICERS

The HMBA shall be governed by a Board of Directors elected by the membership.  Board members should represent a broad and diverse segment of cyclists.  The number of Directors shall be no fewer than three (3) and no more than fifteen (15).  Elected Board members shall serve for a term of one year and may succeed themselves.

The duty of the Board of Directors shall be to provide guidance and direction to the HMBA ensuring that ARTICLE 1 is being carried out.  The Board of Directors shall create policy, create committees, and be accountable to the membership as it relates to ARTICLE 1.

Any director may be removed at any time by majority vote of the Board of Directors.  Reasons for removal shall be recorded in the minutes and made available to all members at the next general meeting.

The official positions are the following:

  • President
    • The president shall have authority over the general control and management of the business and affairs of the HMBA. The president shall sign all documents and agreements on behalf of the HMBA. The president shall see that all actions taken by the Committee are executed and shall perform all other duties incident to the office.
  • Vice President
    • The Vice-President shall assist the President, and perform the duties of the President as may be necessary from time to time in the President’s absence.
  • Secretary
    • The Secretary is responsible for issuing agenda for upcoming meetings and disseminating minutes from previous meetings.  The Secretary shall make and keep updated a complete list of members entitled to vote at a membership meeting.
  • Treasurer
    • The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the HMBA; (b) keep full and accurate accounts of receipts and disbursements in books of the HMBA; (c) deposit all moneys and other valuable effects in the name and to the credit of the HMBA depositories; (d) complete all required corporate filings; and (e) perform all duties incident to the office and other duties assigned by the president or the board.
  • At Large Directors
    • Three (3) directors will sit on the Board of Directors along with the 4 officers detailed above.

 These seven (7) members shall be elected by an affirmative majority of present and voting members of the HMBA. Officers shall occupy their position for one year after elected.  Elections for these positions shall commence on March 1 of the calendar year.  In order to receive the greatest amount of input by HMBA membership, sufficient prior notice must be given to members detailing when elections will take place.

A temporary vacancy on the board for any reason shall be filled by a vote of the HMBA Board.  An officer elected to fill a vacancy shall remain in the position until the next election.

APPOINTED POSITIONS

The following positions are appointed by the Board for a term of one year.  All appointed Directors report to the Board but do not vote in official business. 

  • Trail Maintenance Director
    • Trail Maintenance Officer is responsible for overseeing trail building and maintenance at sites around the state of Indiana.  The Trail Maintenance Officer may delegate specific trail responsibilities to “Trail Bosses” but may not delegate accountability for trail activities. 
  • Membership Director
    • Membership Officer is responsible for helping build awareness of the HMBA through membership drives as well as speaking with local vendors to help with sponsorship.  The Membership Officer must also provide suggestions regarding frequency of membership drives, suggested fees, etc. that will be voted upon by the membership.
  • Director of Marketing/ Public Relations
    • The Director of Marketing is responsible for promoting and building awareness of the HMBA.  This would involve cultivating and maintaining relationships with business in the state. 
  • Director of Advocacy
    • The Director of Advocacy is responsible for overseeing all developments regarding interaction between the HMBA and land managers, other organizations, etc.  The Director of Advocacy will maintain a database of contact names at all parks and recreation areas where the HMBA has interests.  This database will also include who among the HMBA has had previous contact and what the outcome was of the interaction.  All HMBA members should report to the Director of Advocacy following all interaction.

MEMBERSHIP

The HMBA shall collect fees at the time a member signs the enrollment form.  The membership shall expire on December 31 of that year if the member joins prior to October 31.  The membership shall expire on December 31 of the followingyear if the member joins after October 31. 

VOTING RIGHTS OF MEMBERS

Each voting member shall be entitled to one vote on each matter submitted to a vote of the members.  Directors shall be elected by a plurality of votes cast at any election.
If a member is unable to attend a meeting when voting shall take place, he or she shall be permitted to provide their vote to the President in advance to be counted.

TEMPORARY COMMITTEES

The Board of Directors may designate one or more committees for completion of temporary duties or tasks that may arise.  If the Board believes that a permanent post needs to be designed, a majority vote of present voting members is needed. Each committee shall consist of one or more directors.

INDEMNIFICATION

The HMBA may purchase and maintain insurance on behalf of any person who was or is an officer, employee, or agent of the HMBA or was or is serving at the request of the HMBA as an, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Indiana.

AMMENDMENTS TO THESE BYLAWS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the HMBA members present at any regular meeting or at any special meeting, if written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.