TUKANDU CYCLING CLUB INC.
CONSTITUTION



1.0.† ARTICLE 1:† NAME:

† The name of this organization shall be TUKANDU Cycling Club Inc., also known as TUKANDU. † †

2.0.† ARTICLE 2:† PURPOSE:

† The purpose of this organization shall be to promote recreation for persons who are blind and visually impaired in the following ways: †

2.1. By pairing of blind persons with sighted bicycle drivers, these drivers hereinafter known as captains, in two person teams, for the purpose of enabling blind persons to do tandem bicycling. †

2.2. By holding group bicycling events to afford greater safety and mutual support for the participants. †

2.3. By the acquisition of equipment for group activities. †

2.4. By seeking donation of funds and/or equipment for group activities. † †

3.0.† ARTICLE 3:† MEMBERSHIP:

† Membership of this organization shall consist of people who are blind, as well as those who are sighted.† Conditions of membership for this organization are as follows: †

3.1. Captains must be at least 16 years of age. †

3.2. dues must be current in order for one to be considered in good standing. †

3.3. One must be sponsored initially by another member in good standing. †

3.4. One is accepted for membership at a given meeting by a majority vote of the membership assembled. †

3.5. One becomes a member immediately upon receipt of the payment of dues, so long as the other conditions of this article are satisfied. †

3.6. ACTIVE MEMBER:† For one to be an active member, one must have attended at least one meeting in the last four. †

3.7. A membership list shall be kept current, listing considerations and conditions of membership, along with addresses and phone numbers.† This list shall be kept and maintained by the secretary with the assistance of the membership committee. †

3.8. EXPULSION OF MEMBERS:† A member may be subject to proceedings of expulsion from this organization only for serious reasons, that is, for actions that put at risk the health or safety of others in the organization, or for actions that are damaging to the organization while that member represents the organization. †

3.9. EXPULSION PROCEDURE:† A member subject to the expulsion procedure must be notified at least 20 days in advance of the meeting at which the action is to be brought. The member must have an opportunity to present a defense or explanation.† Expulsion is not complete until there is a majority vote to do so, either by the Board or the membership.† The member subject to the proceedings may choose whether the Board or membership decides. †

4.0. ARTICLE 4:† DUES AND FISCAL YEAR:

4.1. The fiscal year of this organization shall be based upon the calendar year. †

4.2. Annual dues of $15 may be paid at any time in the year and may not be prorated.

4.3. Dues collected from October 1, to December 31, shall count toward membership through December 31 of the following year. †

4.4. In order to cover cost of equipment maintenance and snacks at events, a $4 participation fee is required of each member attending TUKANDU events.

4.5. Individuals may attend and participate in up to two TUKANDU events as guests with an event assessment of $2 per event. After 2 event participations, such individuals must join TUKANDU for further participation.

5.0.† ARTICLE 5:† VOTING:

† All active members, those whose dues are current at the beginning of a given meeting and who satisfy the requirements as specified in Article 3, have a single vote at meetings.† One must be present at a meeting to vote.† In order for a vote on an issue to be valid, a quorum, as stated in Article 8, must be present.† A standing vote or role call vote shall be required if at least two members request it.† A secret ballot shall be required for elections of officers if a majority of members present request it and if the necessary materials and facilities make it feasible. †

6.0.† ARTICLE 6:† OFFICERS, DUTIES, AND TERMS OF OFFICE:

6.1. OFFICERS:† The officers of this organization shall be a President, Vice president, Secretary, Treasurer, and 3 trustees, the trustees hereinafter also known as directors.† The offices of secretary and treasurer may be combined at any given election if the membership so chooses at that particular election through a majority vote.† Officers are elected by a majority vote of those present at the annual business meeting. †

6.2. TERMS OF OFFICE:† The president, vice president, secretary, and treasurer are elected to two year terms in the odd numbered years . The directors shall serve 3 year terms, with their terms being staggered so that no more than one director is elected each year.† The officers may serve for a maximum of five consecutive years, but may not be elected to more than two consecutive two year terms.† The directors are limited to two consecutive three year terms.

6.2.1. Term limits for an officer or director†may be waved at a given election if a majority of the members present at that election vote in the affirmative to suspend the rule for this particular individual for this election.

6.3. QUALIFICATIONS:† To be eligible for election to office in this organization, one must satisfy the following requirements: †

6.3.1. Must be an active member in good standing. †

6.3.2. Must have expressed an interest in the office and must be present at the election.† The requirement of a candidate being present at the election may be waved if there are extenuating circumstances and a majority in a special vote at that election choose to do so. †

6.3.3. Must have attended at least three meetings, within the last year, prior to the election. †

6.4. DUTIES OF OFFICERS:† The duties of the elected officers are, as follows: †

6.4.1. PRESIDENT:† The president is the Chief Executive Officer of this organization, and shall preside at all membership and Board meetings, appoint committees to the extent permitted by the constitution and bylaws, prepare and deliver a report to the membership at the annual business meeting, and serve in such other capacities as may be prescribed in the constitution and bylaws. †

6.4.2. VICE PRESIDENT:† The vice president, in the absence of the president or at his direction, shall perform the duties of the president and shall discharge such other duties and exercise such other powers as may be conferred upon, or delegated to the vice president by the constitution, the bylaws, the president, or the Board. †

6.4.3. SECRETARY:† The secretary shall record the proceedings of all membership and executive committee meetings, certify those eligible to vote at any membership or executive committee meeting, maintain and certify the membership rolls, have custody of all records and reports including a copy of the treasurerís records, conduct all general correspondence, and serve in such other capacities as may be prescribed in the constitution, the bylaws, or otherwise assigned by the president or the Board. †

6.4.4. TREASURER:† The treasurer, as the chief financial officer of this††† organization, shall receive and disburse all funds of this organization, maintain††† custody of and maintain the accounts and financial records of the organization, prepare a financial report to be delivered to the membership at the annual business meeting, and serve in such other capacities as may be prescribed in the constitution, the bylaws, or assigned by the president or the Board.† Additionally, the treasurer must forward to the secretary, in a timely manner, information concerning membership dues in order for the secretary to keep voting eligibility records. †

6.4.5. TRUSTEES / DIRECTORS:† The trustees, also referred to as directors, shall discharge such duties and exercise such powers as may be conferred upon them or delegated to them by the president, the Board, or the membership. †

6.5. Copies of all records, documents, and correspondence pursuant to the business of the organization, held by any officer, must be maintained and kept in a readily available format for quick and convenient access.† Such formats would include print, or electronic form such as word processed, spread sheet, and database files, with the objective being that documents must be readily deliverable in print or standard electronic format for audit purposes.† All such information shall, upon the direction and authority of the president or the Board, be made available to any of the officers, or any other individuals when it is deemed necessary for the furtherance of the business of the organization. †

6.6. ACTION AGAINST OFFICERS:† An officer may be removed from office and may be expelled from the organization for malfeasance or misconduct related to that officerís position in the organization, and legal action may be taken if deemed appropriate by a majority vote of the Board or membership.† The procedures for review and expulsion are the same as in expulsion of members. † †

7.0. ARTICLE 7:† BOARD OF DIRECTORS:

7.1. The officers and past president of this organization shall constitute the board of directors. †

7.2. The Board shall act in behalf of the membership between membership meetings, exercise general supervision over the affairs of this organization, make recommendations to the membership, and discharge such other duties, and exercise such other powers as may be prescribed in the constitution, the bylaws, or as may be conferred upon it, or delegated to it by the membership. †

7.3. The actions of the Board shall reflect the will of the membership.† Thus, any actions of the Board are subject to review and may be altered or revoked by a majority vote of the membership at an official membership meeting. †

7.4. Without, in any manner, limiting the general powers otherwise conferred, the Board shall have the following enumerated powers held concurrently with the membership in accordance with the constitution and the bylaws: †

7.4.1. To approve the minutes of any annual or special membership meeting of this organization. †

7.4.2. To approve the treasurers audited financial report. †

7.4.3. To establish special committees. †

7.4.4. To have the option to appoint a nominating committee. †

7.4.5. To call special membership meetings. †

7.5. There shall be at least 1 yearly meeting of the Board to be held in conjunction with the annual business meeting. †

7.6. Special meetings of the Board shall be held upon the call of the president or upon the request of no less than 3 board members.† The president shall direct the secretary to notify the Board members concerning the purpose, date and time of the meeting. †

7.7. The board may take action pursuant to a poll of its members, by telephone or in person.† Meetings of the Board may be conducted by telephone conference call if deemed necessary.† Any actions taken at such meeting shall be fully valid and binding. †

7.8. At any meeting of the Board, 4 members shall constitute a quorum with the president or vice president officiating. †

7.9. The Board shall routinely grant all legitimate requests for the production of the minutes of any Executive Committee meeting except those meetings or portions thereof held in executive session. †

7.10. The minutes of any board meeting or portion thereof held in executive session shall be disclosed only to members present at an executive session of a membership or Board meeting. †

7.11. In the event of a vacancy in any position on the Board, except that of president, the remaining board members shall by a majority vote designate a successor to fill the vacancy until the next annual business meeting. †

7.12. In the event of a vacancy in the presidency, the vice president shall complete the presidentís term, and the remaining board members shall proceed to fill the vacancy created in the vice-presidency in the manner prescribed above. †

7.13.† Whenever a member of the board shall have missed 3 or more consecutive meetings, the remaining board members may, by a majority vote, remove the member from the board, declare the position vacant, and proceed to fill the vacancy in the manner prescribed by section 11 of this article.† In order for action under this section to be valid, the secretary, at the direction of the board, shall have given written notice to the delinquent member, that action may be taken against that member pursuant to the section. †

8.0. ARTICLE 8:† MEETINGS:

8.1. There shall be at least one meeting per year of this organization, which shall be known as the annual business meeting and shall be for the purpose of electing officers and directors, for the presentation of annual reports, and committee reports, and for the transaction of such other business as may validly come before that meeting in accordance with the terms of this constitution and the parliamentary authority. †

8.2. At the direction of the president, a notice shall be mailed or published announcing the annual meeting at least 30 days before the date of the meeting.† The notice shall contain all notices of motions where required, any office(s) up for election, any notices of special election, and any proposed amendments to this constitution. †

8.3. The membership meetings of this organization shall be the ultimate authority within this organization on all matters, except those matters specifically delegated to the final authority or discretion of the board. †

8.4. QUORUM:† At any membership meeting of this organization, the number of active members in good standing in attendance at the meeting shall constitute a quorum. †

8.5. REGULAR MEETINGS:† Membership meetings shall be held on a regular basis and, in order to comply with this requirement, may be held, whenever feasible, in conjunction with group activities, the purpose being to conduct necessary business of the organization. † †

9.0. ARTICLE 9:† COMMITTEES:

9.1. APPOINTMENTS:† The president may appoint committees as needed, and shall take the will of the membership into consideration during that process. †

9.2. SPECIAL COMMITTEES:† In special situations, committees may be formed by the membership. †

9.3. Actions of all committees are subject to the approval by the membership.† Thus, committee actions may be altered or repealed by a majority vote of the membership assembled. †

9.4. The president is automatically a member of all committees except for a nominating committee or unless otherwise stated when the committee is formed. †

9.5. NOMINATING COMMITTEE:† If a nominating committee is formed, that committee may not place any of its members on the slate of proposed officers. † †

10.0.† ARTICLE 10:† REIMBURSEMENT:

† Any person conducting business or engaging in any activity at the direction of this organization shall be entitled to reimbursement for all necessary and reasonable expenses incurred in connection with such business or activity.† Reimbursement claims shall be submitted to the treasurer together with receipts.† All claims for reimbursement in excess of 100 dollars shall require the approval of the board.† Individual claims up to 200 dollars may be approved by the president or treasurer.† Should reimbursement claims be denied, such decisions shall be appealable to the Board, or ultimately, to the general membership. † †

11.0.† ARTICLE 11:† PARLIAMENTARY AUTHORITY:

† The proceedings of this organization shall be conducted in accordance with the latest edition of Robertís Rules of Order except in such matters in which they are inconsistent with this constitution.† Robertís Rules may be temporarily suspended at a meeting if there is a majority vote by the membership to do so at that particular meeting. † †

12.0. ARTICLE 12:† AMENDMENTS:

12.1. The constitution or the bylaws of this organization may be amended at any regular or special membership meeting of this organization by a two thirds vote for the constitution or a simple majority vote for the bylaws. †

12.2. Amendments to the constitution or the bylaws may be proposed by a Constitution and Bylaws Committee or by any member in good standing. †

12.3. MEMBER SUBMITTED AMENDMENTS:† Amendments to the constitution submitted by individual members for consideration by the membership must be in the hands of a Constitution and Bylaws Committee, if such committee exists at that time, no less than thirty days prior to the membership meeting at which these amendments are to be considered. †

12.4. ANNOUNCEMENT OF PROPOSED CONSTITUTIONAL AMENDMENTS:† The text of proposed constitutional amendments shall have been mailed, published, or otherwise conveyed to the membership at least two weeks prior to the meeting at which they are to be considered. †

12.5. AMENDMENTS TO THE BYLAWS:† Amendments to the bylaws may be proposed by a Constitution and Bylaws Committee or any members from the floor at any membership meeting. † †

13.0. ARTICLE 13.† NONPROFIT PROVISION:

† Notwithstanding the terms set forth in any other article or articles of this TUKANDU Constitution, or in any Bylaws attached thereto, the following provisions shall hold true: †

13.1. TUKANDU shall not engage in any activities prohibited by federal laws:
(1)††† section 501(C)(3), of the Internal Revenue Code for corporations exempt from federal income tax, or
(2), Section 170(C)(2),
or any corresponding future provisions of the Internal Revenue code, for corporations to which contributions are tax deductible. †

13.2. None of the principal activities of TUKANDU shall include the dissemination of political propaganda or otherwise be intended to influence legislation. †

13.3. TUKANDU shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. †

13.4. Except for the payment of reasonable compensation for services rendered in implementation of the purposes set forth in Article 2 of this Constitution, no part of the net income received by TUKANDU shall inure to the benefit of, or be distributable to any of its members, officers, or to any other private person or persons. † †

14.0.† ARTICLE 14:† CORPORATE DISSOLUTION:

Governmental laws for tax exempt donations: Upon the dissolution of the corporation, the Board of Trustees, after paying or making provision for the payment of all the liabilities of the corporation, shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization(s) which shall at the time qualify as exempt under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Internal Revenue law) as the Board of Trustees shall determine.† Any such assets not so disposed of will be disposed of by the Court of Common Pleas of the county in † † † † † † which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. † † 15.0.† ARTICLE 15:† MISCELLANEOUS CONSTITUTIONAL RESTRICTIONS REGARDING AMENDMENTS: † 15.1. At least two copies of the Constitution and Bylaws, being amended or revised, shall be kept permanently by the Secretary in order to make copies readily available to the membership.† The secretary must make available to any member, copies of said documents in accessible format, as circumstances reasonably allow. † 15.2. So long as this organization is an approved tax exempt corporation and contributions may be held as tax exempt by the contributor, Articles 13 and 14 of this Constitution shall not be altered or abridged except to comply with changes in federal or state tax codes.



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