Bylaws
Updated: November 2023
Article I
NAME AND TERRITORY
Sec. 1 NAME: The name of the organization shall be the Cuyuna Lakes Mountain Bike Crew (CLMTBC) a chapter of the International Mountain Bicycling Association (IMBA).
Sec. 2 TERRITORY: The CLMTBC shall operate within the general geographic territory of Crow Wing, Cass, and Aitkin Counties, and further defined by zip codes.
Sec. 3 ORGANIZATION AND STRUCTURE: CLMTBC shall operate an IMBA chartered CHAPTER and shall enjoy the benefits of IMBA's IRS 501(c)3 tax exempt status. CLMTBC shall be responsible for insurance to cover trail maintenance and events hosted by CLMTBC. The CLMTBC may decide to form a local corporation or operate as a unit of IMBA’s Corporation.
Article II
MISSION, VISION, VALUES, GOALS
Sec. 1 Mission:
To provide and promote maintenance, stewardship, and advocacy for the mountain bike trail systems in the Cuyuna Country State Recreation Area and within the Cuyuna Lakes region.
Sec. 2 Vision:
To be a year-round, universally accessible family-friendly cycling destination offering the highest quality trails and recreational experiences.
Sec. 3 Values:
We believe in respect, community, inclusivity, accessibility, wellness, sustainability, and fun.
Sec. 4 Goals:
Safely integrate bicycling with other forms of transportation.
Support clean air and water in our area.
Promote bicycling and other silent sports activities.
Support personal and community wellness and healthy lifestyles.
Promote bicycling for fun – whether solo or with companions.
Ensure the future of mountain biking.
Promote responsible riding.
Educate cyclists and non-cyclists about mountain biking and provide information on building legal trails.
Encourage youth involvement.
Establish community trail networks with appropriate mapping and signage.
Partner with clubs, industries, businesses, government, other trail users, and land management groups to support the trail system.
Provide trail user education.
Keep the single track (single).
Develop and maintain a high quality dirt surface trail system that is universally accessible and sustainable and that has positive health and economic impacts on the community.
Article III
MEMBERSHIP
Sec. 1 PRIVILEGES AND RESPONSIBILITIES:
It is expected that members support the mission and purpose of CLMTBC, but it is understood that a member might choose to not participate in or publicly support a particular action of CLMTBC without relinquishing their membership privileges. CLMTBC members are also members of IMBA.
Membership categories include:
A. Regular Members—dues paying (voting) members in good standing.
B. Supporting Members – organizations, agencies, or individuals that are interested in furthering the purpose of CLMTBC. Supporting members who do not pay membership dues are nonvoting members of CLMTBC.
C. Board Officers – are CLMTBC dues paying (voting) members in good standing.
Non-Discrimination Policy: It is the policy of the Crew to provide equal membership opportunity to all persons regardless of age, national origin, citizenship status, physical or mental disability, race, religion, creed, gender, sexual orientation, gender identity and/or expression, marital status, status with regard to public assistance, status as a disabled veteran and/or veteran of the Vietnam era, genetic information or any other characteristic protected by federal, state, or local law.
Sec. 2 DUES:
CLMTBC may, from time to time, establish annual dues for membership.
Sec. 3 SERVICES TO NONMEMBERS:
CLMTBC may charge additional fees to non-members for CHAPTER events, which fees may be more than those charged to members.
Article IV
BOARD MEMBERS:
Sec. 1 DUTIES:
CLMTBC Board will develop, and oversee the implementation of CLMTBC policies and program goals. Board responsibilities shall include:
Formation and adoption of advocacy platforms, Memorandums of Understanding with land managers, and trail maintenance plans.
Approval of trail stewardship projects.
Planning and execution of events.
Approval of new supporting members.
Recruitment and election of board members.
Appointment of board members when vacancies occur before completed terms.
Approval of the annual budget and financial reporting.
Approval and modification of CLMTBC Bylaws and Policy Handbook.
Contractual authority.
Hiring and supervision of Executive Director or other professional management and/or advocacy position/s as defined and developed by the Board to advance the mission, vision, values, and goals of the CLMTBC.
Sec. 2 NUMBER AND QUALIFICATIONS:
The CLMTBC board shall be made up of not less than 5 members and not more than 12.
Sec. 3 ELECTION OF OFFICERS:
Crew members shall elect all Officers by simple majority of votes cast.
Sec. 4 TERMS OF OFFICE:
Terms of office will be two years, renewable for not more than three consecutive terms. Board member terms are staggered: President, Treasurer, Membership Director, Trail Maintenance Director, Sponsorship and Fundraising Director, and Communications Director terms expire December 31 of odd years (’23, ‘25, ‘27, ’29, and so on). Vice President, Secretary, Trail Foreman, Events Coordinator, and Tech Liaison terms expire December 31 of even years (’24, ’26, ’28, ’30, and so on). Other positions established by the Board will have terms balanced between even or odd years.
Sec. 4 FILLING BOARD VACANCIES:
Board vacancies that occur before the end of a regular term shall be filled by appointment by the Board from a list of nominees prepared by a Nominating Committee. The person or persons chosen shall hold office until such time as the unexpired term(s) caused by the vacancy are filled by regular election. The service of a Crew member filling an unexpired term shall not count toward the maximum allowed consecutive terms or total years of service.
Sec. 5 REMOVAL FOR CAUSE:
Any member of the Board may be removed for cause by a two-thirds vote of the full Board taken at any Regular or Special meeting, provided the Officer in question has been given written notice that such action is to be considered at the meeting involved and only after the member in question has been given an opportunity to be heard.
In addition, the unexcused absence of a Board member from any two consecutive meetings, or any three meetings in any year, shall constitute grounds for removal from the Board, which removal may be effected by the Chair in his/her discretion after due notice to the Member in question.
Removal of a Board Member in accordance with the provisions of this section shall create a vacancy to be filled as provided in Section 4 of this Article.
Article V
OFFICERS
Sec. 1 VOTING OFFICERS:
PRESIDENT. The President shall be a member in good standing and shall be responsible for determining who presides as Chair at all meetings of the board. The President shall be the primary contact on behalf of the board for CLMTBC contractual relationships. The President shall perform all duties incident to the office of President and other duties as may be prescribed by the Board from time to time. The President will work closely with the Executive Director to ensure that the Mission, Vision, and Values, and Goals are enacted in CLMTBC initiatives.
B. VICE-PRESIDENT. The Vice-President shall be a member in good standing and shall
perform such duties as are assigned from time to time by the Board. In the absence of
the President, the Vice-President shall have all of the powers and perform all of the duties of the
President.
TREASURER. The Treasurer shall be a member in good standing and shall be responsible for:
Serving as the fiscal manager for CLMTBC accounting for, depositing, disbursing and acknowledging member dues and donations, grants, and other contributions.
Preparing and submitting CLMTBC financial performance reports to the Board, and annually to IMBA (for independent audit purposes) and in general, perform all duties incident to the office of Treasurer, and other duties from time to time as may be assigned by the President.
SECRETARY. The Secretary shall be a member in good standing and shall perform such duties related to record keeping, notification of meetings, recording meeting minutes, developing the agenda, assisting in the composition and oversight of grant and other applications, and other such duties as assigned from time to time by the Board. The Secretary shall also be familiar with and update the Bylaws and Policy Handbook as needed.
TRAIL MAINTENANCE DIRECTOR. The Trail Maintenance Director shall be a member in good standing and shall oversee the work of the Trail Maintenance Committee and all CLMTBC efforts to enhance and maintain the trail system. The Trail Maintenance Director shall be the main Crew trail maintenance contact for land managers and will coordinate trail status information with the Communications Director and the Board.
E. TRAIL FOREMAN. The Trail Foreman shall be a member in good standing and shall manage
CLMTBC trail maintenance equipment and volunteer maintenance teams on the dirt across the
trail system. The Trail Foreman will work closely with the Trail Maintenance Director to ensure
that CLMTBC trail maintenance plans are enacted.
F. MEMBERSHIP DIRECTOR. The Membership Director shall be a member in good standing and
shall perform duties related to sustaining and increasing the present membership and providing
outreach to prospective new members and volunteers by planning and implementing member and
volunteer engagement activities in collaboration with the Board and Executive Director. The
Membership Director will also be the primary CLMTBC liaison to the International Mountain
Biking Association (IMBA), and will maintain up-to-date membership lists.
G. COMMUNICATIONS DIRECTOR. The Communications Director shall be a member in good
standing and shall manage the work of the Communications Committee to ensure that CLMTBC
social media sites, websites, trail status reporting platforms, and other communication with
CLMTBC members are up-to-date and accurate. The Communications Director shall coordinate
CLMTBC communications with the Board and the Executive Director.
H. SPONSORSHIP AND FUNDRAISING DIRECTOR. The Sponsorship and Fundraising Director
shall be a member in good standing and shall develop and implement fundraising strategies for the
Crew, nurture relationships with local sponsoring businesses and individuals, maintain a system for
acknowledging gifts and donations, collaborate with Membership, Communications, and marketing,
coordinate fundraising events, oversee the Crew Life Brand store, and stay informed about funding
opportunities, including grants and other resources.
I. TECHNOLOGY LIAISON. The Technology Liaison shall be a member in good standing and
provide technology support to CLMTBC committees, the Board, and the Executive Director and
shall report CLMTBC technology needs to the Board to ensure that CLMTBC Board members and
volunteers have and can use the technology tools they need to do their work.
J. EVENTS COORDINATOR. The Events Coordinator shall be a member in good standing and
will manage the efforts of the Events Committee in collaboration with the Board and the
Executive Director to plan and implement events in support of CLMTBC, its members and
volunteers, and the Cuyuna community.
Sec. 2 NON-VOTING MEMBERS OF THE BOARD:
A. EXECUTIVE DIRECTOR. The Executive Director shall be a non-voting member of the Board.
Article VI
MEETINGS
Sec 1. REGULAR MEETINGS:
The Board shall meet in regular session by whatever means agreed to by the Board no less than four times a year. At least four times a year the Board shall direct that CLMTBC hold a meeting for members, supporting members and/or community, at which times the Board may bring certain information and business to the attention of the members. The Board may also meet in regular session in conjunction with such scheduled meetings and programs.
Sec. 2 SPECIAL MEETINGS:
Special meetings of the Board may be called by, or at the request of, the President or by request of 50 percent of the Board. The person or persons authorized to call special meetings of the Board may fix the time and place for such meetings.
Sec. 3 NOTICE OF BOARD MEETINGS:
Notice of any regular or special Board meeting shall be given at least 30 days prior by written notice delivered personally or sent by mail, telegram or electronic media (including facsimile) to each Board Member at their address as shown on the records of CLMTBC. If by mail, such notice shall be deemed to be delivered when deposited in any United States mail depository in a sealed, addressed envelope with postage thereon prepaid. If notice is given by other means, it shall be deemed to be delivered when confirmation can be reasonably determined. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting. The business to be transacted at, and the purpose of, any special meeting of the Board shall be specified in the notice of such meeting.
Sec. 4 NOTICE OF MEMBER MEETINGS:
A schedule of regular member meetings shall be created annually and meeting date reminders for members shall be posted on CLMTBC electronic platforms and calendars that are accessible to members at least one week prior to each scheduled meeting date. In addition, future meeting dates shall be included in each member meeting agenda.
Sec. 5 QUORUM, DECISION MAKING, VOTING:
Though consensus is CLMTBC’s preferred decision-making method, a majority of the voting Board officer membership shall constitute a quorum and the vote of a majority of those Board officers present at a meeting at which a quorum is present shall constitute an act of the Board. Voting can be conducted in person or by any reasonable and verifiable method determined by the President. A Board member who is excused before the meeting is adjourned may present to the recording secretary a written ballot designating their vote on a matter already introduced as business. If there is no quorum at a meeting of the Board, a majority of the members present may adjourn the meeting without further notice.
Article VII
COMMITTEES
Sec. 1
The Board may determine from time to time to establish certain committees. Committees may include:
EXECUTIVE COMMITTEE:
An Executive Committee composed of the officers of CLMTBC. Duties of an Executive Committee shall be:
Organize meeting agenda.
Prepare business plans.
Prepare contracts for Board approval.
Oversee the work of the Executive Director or other paid position.
NOMINATING COMMITTEE:
A Nominating Committee consisting of at least five members: the make-up of which may be some current board members and at least one CMTBC member (that is not a current board member). The board shall appoint members of the Nominating Committee. The duties of the Committee shall be:
To assess and identify specific skills and expertise needed for the Board.
To make recommendations to the whole Board regarding candidates for Board membership—for nomination for election or, when necessary, the filling of Board vacancies via appointment.
To solicit and recruit names of Board member nominees from the membership and community at large.
To nominate Board members candidates who are or who agree to become members in good standing.
To evaluate the performance of existing Board members and Officers and recommend actions to the Board.
OTHER STANDING AND SPECIAL COMMITTEES:
The Board may, from time to time, establish other standing and special committees, as it deems necessary, such as but not limited to: Communications; Events; Trail Maintenance; Partnerships, Sponsorships, and Fundraising; Membership and Volunteer Engagement.
Sec. 2 COMMITTEE CHAIRS AND MEMBERSHIP:
The Chair and Vice-chair shall appoint chairs of all committees where not provided in these Operating Guidelines, subject to the approval of the Board. At least two additional committee members shall be appointed, as needed, by each committee chair, with appointments also subject to approval by the Board.
Sec. 3 QUORUM:
A majority of a committee’s membership shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the committee.
Sec. 4 EX-OFFICIO MEMBERS:
The Officers of the Board shall serve as ex-officio (non-voting) members of all committees except the Nominating Committee.
Article VIII
CONTRACTS, CHECKS, DEPOSITS, GIFTS
Sec. 1 CONTRACTS:
The Board shall authorize any officer or officers, agent or agents of CLMTBC to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, CLMTBC, and such authority may be general or confined to specific instances.
Sec. 2 DEPOSITS:
All funds shall be deposited promptly to the credit of CLMTBC in such federally insured banks, trust companies or other depositories as the Board may select.
Sec. 3 GIFTS:
Any officer may accept, on behalf of CLMTBC any unconditional contributions, gifts, bequests or devises of cash or marketable securities for the general purposes, or for any special purpose, of CLMTBC. Conditional or restricted gifts, bequests or devises or gifts of other types of property shall first be approved by the Board before final acceptance.
CLMTBC agrees to coordinate major donor and corporate membership solicitations to any person or organization with whom IMBA may have an existing agreement or pending ask with IMBA prior to making an ask.
IMBA agrees to coordinate a shared fundraising model for specified fundraising campaigns conducted within CLMTBC’s territory
Sec. 4 DISBURSEMENTS:
CLMTBC shall operate under a financial budget approved by the Board. The Treasurer is responsible for all disbursements; disbursements must be authorized in writing and checks signed by the Treasurer AND/OR the President or the Secretary.
Article IX
BOOKS AND RECORDS
Sec. 1 BOOKS AND RECORDS:
CLMTBC shall keep correct and complete records of accounts, disbursements, minutes of the proceedings of meetings, program accomplishments, and volunteer stewardship project records.
Article X
DISSOLUTION
Sec. 1 DISSOLUTION OF CLMTBC:
The Board may by a two-thirds vote dissolve CLMTBC when it is satisfied that CLMTBC is inactive and that there is no reasonable hope of its immediate revival, or when it is satisfied that such action is in the best interests of CLMTBC and IMBA. CLMTBC dissolution shall not affect IMBA membership status of the members assigned to CLMTBC. Members of CLMTBC, if dissolved, shall be assigned unaffiliated status or reassigned to another CHAPTER if such exists in this general region and if they so choose. Upon dissolution, all CLMTBC funds shall revert to IMBA, and use of the IMBA name as a CHAPTER shall cease.
Article XI
AMENDMENTS TO BYLAWS/OPERATING GUIDELINES
Sec. 1 AMENDMENTS TO BYLAWS/OPERATING GUIDELINES:
These Bylaws/Operating Guidelines may be amended pursuant to the following procedures:
An amendment may be proposed by the joint action of any three or more Board Members at any regular or special meeting of the Board.
The Secretary shall send a copy of the proposed amendment to each member of the Board and the Regional Director of IMBA a reasonable time in advance of its next meeting.
Upon IMBA’s approval, and approval of at least twothirds of the members of the Board present at such meeting, such proposed amendment shall be adopted.
END