REGULATIONS OF THE CINCINNATI CYCLE CLUB, INC.

Amended and restated January 26, 2008

ARTICLE I

NAME

The Cincinnati Cycle Club, Inc (“CCC”) is a non-profit corporation organized under the laws of the State of Ohio

ARTICLE II

MISSION

CCC and its Members are recognized as community ambassadors for encouragement of bicycling.

We enjoy bicycling and associated activities. We provide bicycling education and safety services to the community.  We seek to help other cyclists improve their bicycling skills, knowledge of bicycling laws and mechanics, and to participate in and enjoy the activity.

We provide the non-cycling community with information to aid in their interaction with the bicycling community. We provide the public and the media information to provide safety to all.  We create opportunities for all facets of bicycling in the community such as recreation, education, transportation and caring for the environment.

ARTICLE III

MEMBERSHIP

Members include Individual Members, Family Members and Honorary Members.  

  1. Individual Members
    1. Upon completion and execution of a membership application and payment in full of the dues set by the Board of Trustees, an individual shall become a Member of CCC.
    2. Family Members - Upon completion and execution of a membership application and payment in full of the dues set by the Board of Trustees, a Family membership shall be issued, provided each bicycling member of the family who is at least 18 years old executes the application form. Each family member who is 18 years of age or older and living in the same household shall become a Member of CCC.
    3. Members shall:
      1. be entitled to receive the newsletter published by CCC, with the exception that one issue shall be delivered per household address;
      2. be entitled to one vote on all issues voted upon by the membership as outlined herein;
      3. be entitled to participate in all CCC events, including the Annual Meeting, upon payment of any fee associated therewith.
  2. Honorary Members - The Board of Trustees may confer full membership privileges for such term as the Board shall decide is appropriate upon any individual or entity, who shall become an Honorary Member of CCC.
  3. Affiliates and sponsors - The Board of Trustees may permit an individual or an entity to affiliate with CCC in order to provide a particular service to CCC or to sponsor a CCC activity. The terms and limits of any such affiliation or sponsorship shall be as determined by the Board of Trustees.
  4. The membership year will expire March 31st. Membership after October 1st is half price. Members joining after February 1st will be issued a membership for the following year. The Board of Trustees is authorized to offer membership periods of 3 to 5 years and for lifetime in addition to annual memberships.
  5. Membership may be terminated by the Board of Trustees for the non-payment of dues or other good cause.
  6. Membership Meetings and Quorum
    1. The Annual Meeting of the Members of CCC shall occur in January of each year at a date, time and place selected by the Board of Trustees. Notice of the meeting shall be published at least thirty (30) days prior to the meeting in the newsletter or other written communication. Elections for all members of the Board of Trustees shall be held at the Annual Meeting.
    2. Special meetings of the Members of CCC may be called by the President at any time by providing thirty (30) days notice in the CCC newsletter or other written communication. Issues to be discussed and/or voted upon at any special meeting shall be outlined with reasonable clarity in the notice of the meeting.
    3. Seventy-five (75) Members, or ten percent (10%) of the total number of Members if that is fewer than 75, shall constitute a quorum at any membership meeting of CCC.

ARTICLE IV

CLUSTERS

  1. The purposes of Clusters are to serve local interests within the CCC membership, to promote CCC policy, to generate local support for CCC activities, and to provide rides and activities for CCC Members within a general geographic area.  Every Member of CCC is also a member of every Cluster and may participate in every Cluster’s rides, activities and meetings.
  2. Formation of Clusters
    1. A new Cluster may be formed where any ten (10) Members of CCC request the formation of the Cluster and where a majority of the Board of Trustees votes in favor of the formation of the new Cluster. The CCC membership will be informed of new Clusters in the newsletter.
    2. A Cluster may be suspended or dissolved by a two-thirds vote of the Board of Trustees.
  3. Cluster Leaders
    1. The Board of Trustees shall appoint a Cluster Leader, for the duration of the current term until voted upon at the Annual Meeting, for a newly formed Cluster or in the event of the removal or resignation of a Cluster Leader.
    2. Cluster Leaders for each Cluster may be nominated at a Cluster meeting and shall be elected by the Members at the Annual Meeting.
  4. Responsibilities and Duties of Cluster Leaders
    1. Cluster Leaders shall:
      1. prepare and submit to the Cluster Director information regarding their Cluster's upcoming rides and activities consistent with newsletter policies and deadlines;
      2. attend and encourage the attendance of other Members at the Cluster Leader’s Cluster meetings;
      3. make every reasonable effort to plan and coordinate scheduled rides, secure leaders for scheduled rides, and insure that all CCC policies and rules are followed at all events;
      4. hold regular meetings of the Cluster in order to plan Cluster rides and activities;
      5. keep the Cluster Director informed of the Cluster’s scheduled rides, activities, meetings and Cluster issues, needs and suggestions;
      6. attend the meetings of the Board of Trustees.
    2. Only one Cluster Leader from those Clusters having multiple elected leadership needs to be present at any Board of Trustees meeting. Each Cluster is entitled to one vote on the Board of Trustees regardless of the number of Co-leaders for that Cluster.

ARTICLE V

DIRECTORS

  1. The purpose of Directors is to assist the CCC Officers in administering, proposing and implementing policies and procedures that support the CCC Mission and membership needs.
  2. The Director positions of the CCC shall be as follows:
    1. National Rides
    2. Cluster
    3. Safety & Education
    4. Membership
    5. Communications
  3. All Directors shall deliver to their successors all official documents and materials not later than fourteen (14) days following the election or appointment of their successors.

ARTICLE VI

OFFICERS

  1. The Officers of CCC shall be the President, Vice President, Secretary and Treasurer.
  2. The President shall preside over all meetings of the Board of Trustees or general membership of CCC. The President shall direct the daily operations of CCC and shall be responsible for insuring that CCC policies and rules are published and followed. The President shall have all other powers, duties, and responsibilities consistent with this office.
  3. The Vice President shall assist the President in the discharge of his/her duties and shall preside in his/her absence. In the event of the removal, resignation or inability of the President to serve, the Vice President shall become the President for the remainder of the term.The Vice President shall have the power to review upon request the books and reports of the Treasurer and report to the Board as to their accuracy and shall, with the approval of a majority of the Board of Trustees, coordinate the yearly audit required herein. The Vice President shall have all other powers, duties and responsibilities consistent with this office, or as assigned by the Board of Trustees.
  4. The Secretary shall keep a full and complete record of the proceedings of all meetings of the Members, Officers, and Board of Trustees, and shall preserve all documents, correspondence, reports and communications connected with the business of CCC, send out notices as required by law or by these Regulations, audit the membership records compiled by the Treasurer or Membership Directorof the names and addresses of all current Members, and shall perform such other duties as usually pertain to this office.
  5. The Treasurer
    1. The Treasurer shall oversee and supervise the collection and receipt of all moneys of CCC, keep a correct account thereof and deposit same in the name of CCC in such accounts as may be approved by the Board of Trustees. The Treasurer shall present a brief written report at each meeting of the Board of Trustees summarizing the current financial condition of CCC. At the Annual Meeting, the Treasurer shall prepare and present to the membership a full report, in writing, outlining the total financial condition of CCC and summarizing the previous year's transactions and events.
    2. The Treasurer's accounts, records and reports shall be examined annually by an auditor retained by the Board of Trustees, or by a Special Audit Committee consisting of the Vice President and at least two (2) other Members of CCC. The audit will be timed so as to be completed at least one (1) week prior to the Annual Meeting. A report of the audit, signed by the auditor or by the members of the Special Audit Committee, shall be provided to the Board of Trustees. A copy of the signed audit report shall be made available to any Member upon request.
  6. All Officers shall deliver to their successors all official documents and materials not later than fourteen (14) days following the election or appointment of their successors.

ARTICLE VII

BOARD OF TRUSTEES

  1. The Board of Trustees shall consist of the President, Vice President, Secretary, Treasurer, all Directors, and all Cluster Leaders. Two or more persons may hold any office, directorship or Cluster Leader position within CCC except for thePresident. However, each position is entitled to one vote on any matter before the Board of Trustees, regardless of how many people share that position. One person may serve simultaneously as a Cluster Leader and an Officer (other than as President) or Director. However, no such individual is entitled to more than one vote on the Board of Trustees.
  2. The term of all members of the Board of Trustees shall be from February 1 through the following January 31. Each member of the Board of Trustees must be a Member of CCC during their entire term on the Board.
  3. Any member of the Board of Trustees may be removed by a two-thirds vote of the entire Board of Trustees for good cause including, but not limited to, failure to satisfy the duties and responsibilities of their position. The unexcused absence of a member of the Board of Trustees from three consecutive meetings shall be equivalent to a resignation of that member and the member will then be terminated from his or her position unless a majority of the remaining members of the Board present at a meeting at which a quorum is present shall vote to retain such member.
  4. The Board of Trustees:
    1. shall have the authority to conduct the affairs of CCC;
    2. establish and cause to be published in the newsletter or by special mailing all policies of CCC in accordance with the Mission of CCC;
    3. establish and publish such rules relating to rides or other events of CCC as it deems necessary;
    4. establish and publish newsletter policy;
    5. report to Members regularly as to its decisions, actions and policies;
    6. shall approve a budget for CCC prior to each Annual Meeting, and the Treasurer shall present such budget at the Annual Meeting;
    7. annually retain an auditor or appoint two Members to a Special Audit Committee to assist the Vice President in reviewing the financial affairs of CCC;
    8. shall authorize or make no capital expenditure exceeding Three Thousand Dollars ($3,000) without the approval of a majority of the Members of CCC at any Annual Meeting or a special meeting of Members at which a quorum is present, provided, however, that the Board of Trustees shall have the power to authorize such expenditures as it deems to be reasonably necessary for National Rides or other such major events;
    9. make all minutes, records and other documents of CCC available to any Member upon request at the Member's expense;
    10. shall define the duties and obligations of all Directors.
  5. The President shall be the chairperson of the Board of Trustees. The Board of Trustees shall meet regularly at such time and place as selected by the President A majority of the existing Board of Trustees shall constitute a quorum. A majority vote at any meeting at which a quorum is present is sufficient to conduct the affairs of CCC unless otherwise stated herein. Board meetings are open to all CCC Members. The President or a majority of the Board of Trustees may call special meetings of the Board of Trustees.
  6. The Board of Trustees can act by unanimous written consent in accordance with Ohio law governing the operation of corporations. Any proposal or action stated in a writing signed by every member of the Board of Trustees shall have the same effect as a proposal or action approved by a majority of the Trustees at a meeting at which a quorum is present.
  7. One or more members of the Board of Trustees may attend any meeting of the Board by teleconference or other electronic means and count toward the quorum for as long as such member or members remains present electronically and in two-way communication with the rest of those in attendance during the time of the meeting

ARTICLE VIII

VACANCIES

  1. The Board of Trustees, by a majority vote of the remaining Trustees, shall elect a Member to fill any vacancy in any Officer, Director or Cluster Leader position.  In the event of a vacancy in the office of President, the Vice President shall serve as President until the election of a new President by the remaining Trustees.
  2. All appointees shall serve the remainder of the term of the person they replaced.

ARTICLE IX

AMENDMENTS

  1. The Articles of Incorporation or the Regulations may be amended, altered or repealed, in whole or in part, by a majority vote of the Members present at any meeting of the membership at which a quorum of the Members is present, provided that written notice of the proposed amendment is provided to all Members at least thirty (30) days prior to the meeting.
  2. Amendments to the Articles of Incorporation or the Regulations may be proposed by the Board of Trustees or by written petition addressed to the President and Secretary, signed by seventy-five (75) Members and delivered to the President and Secretary at least ninety (90) days before the meeting of Members at which the amendments are to be voted on. The Board of Trustees will then consider the amendments proposed by the petition and submit the proposals, in writing, together with the Board’s recommendations, if any, to the Members at least thirty (30) days before the Members’ meeting. The petition should have the proposed amendment on each page and show the membership identification, address and telephone number for each signature.

ARTICLE X

DISSOLUTION OR MERGER

Upon dissolution of CCC, all remaining funds must be used exclusively for purposes that are consistent with the Mission of the corporation.  In the event of its merger with or into another cycling club having a mission similar to that of CCC, the assets of CCC shall be merged with those of the other club in accordance with the terms of the merger agreement.