I. Name
The name of this corporation shall be New England Randonneurs, Inc. It is also referred to herein as NER. NER shall be affiliated with Randonneurs USA (RUSA), Randonneurs Mondiaux, and Audax Club Parisien. NER will be a non-profit organization.
II. Purpose
The purpose of NER is to educate about and promote long-distance bicycling, known as randonneuring, in the New England region. It may accomplish this purpose by the following activities:
- promoting and sponsoring qualification rides (brevets), educational opportunities and other bicycle events in the New England region, alone or with other similar organizations, following the rules and guidelines established by Audax Club Parisien, Randonneurs Mondiaux and adopted by RUSA;
- establishing and maintaining a close working relationship with Randonneurs USA for the purposes of qualification of NER members for the Paris-Brest-Paris Randonneé and for other rides, awards and/or honors of Randonneurs USA, Randonneurs Mondiaux and the Audax Club Parisien;
- publishing a newsletter and/or journal on a regular basis to inform NER members and the general public regarding the sport of randonneuring in the New England region;
- soliciting and raising funds for all appropriate activities of the organization;
- fostering participation in New England, American and international amateur cycle sport activities, especially randonneuring;
- doing any other appropriate act to further the above purposes, however, this organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, and shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Internal Revenue Code Section 501(c)(3) or corresponding provisions of any subsequent federal tax laws.
III. Government
The affairs of NER shall be administered by the Board of Directors and by the Officers, as prescribed in the Articles of Organization and in the By-laws.
IV. Membership and Voting
Membership in NER is open to anyone with an interest in the randonneuring style of cycling. The membership shall consist of all people whose names are on the NER roster, who have paid their dues for the current calendar year, and are members in good standing of a national organization such as RUSA. Members shall receive full member benefits and voting rights, with each member having one (1) vote. Annual dues will be collected from all members in January of each year. A member who has not paid by the end of March will be removed from the NER roster. A person whose membership has lapsed in this manner will be reinstated upon payment of the full annual dues, plus any previously announced late fee as set by the Board of Directors. New members may join at any time. They must pay the full annual dues, regardless of the date on which they join. A member removed for cause shall forfeit all membership dues and shall be ineligible to participate in NER events. Reinstatement requires a petition brought by the removed member, and approved by at least three members of the Board of Directors, followed by a majority vote of the NER membership.
V. Officers
There shall be four officers: President, Treasurer, and Clerk and Regional Brevet Administrator who shall be members in good standing and elected by the general membership. An election of officers shall be held annually at a general meeting called by the President. The term of office shall begin on January 1st and end on December 31st. Officers may be replaced during their term of office by a majority vote of a quorum of the NER membership.
- President. It shall be the duty of the President to: set the direction of NER; call and preside over all business meetings of the members and the Board of Directors; appoint any member to fill a vacancy in office until the next general meeting; nominate members to fill coordinator positions; have check-writing privileges on any bank accounts, although not for writing checks to himself or herself on any account; and all other duties normally associated with the president of an organization.
- Treasurer. It shall be the duty of the Treasurer to: keep adequate and complete books of account; be prepared to answer questions about the financial status of NER at general meetings; collect funds and make disbursements on behalf of NER within the guidelines of the budget established by the Board of Directors; submit a formal annual report for the previous calendar year to the general membership by the first meeting and in a newsletter or on the website; have check-writing privileges on any bank accounts, although not for writing checks to himself or herself on any account; and all other duties normally associated with the treasurer of an organization.
- Clerk. It shall be the duty of the Clerk to: keep minutes of the meetings of the Chapter and the Board of Directors and in conjunction with the Membership Coordinator keep the records of membership; submit a report at the annual meeting and at such other times as the President or the Board of Directors may require; act as the contact of record for all state and federal corporate records and tax filings. The Clerk shall be a resident of the Commonwealth of Massachusetts unless a resident agent has been appointed by this organization pursuant to law to accept service of process.
- Regional Brevet Administrator. It shall be the duty of the Regional Brevet Administrator to: submit the schedule of events of NER-sponsored brevets to RUSA at least annually; compile and submit the results of each NER-sponsored brevet to RUSA; distribute RUSA-approved results and keep a master record of results; respond to requests for information about NER and NER brevets; act as the liaison between NER and RUSA, Randonneurs Mondiaux and Audax Club Parisien; and any other duties associated with a Regional Brevet Administrator, as defined by RUSA.
VI. Board of Directors
The Board of Directors will establish NER policies in accordance with the purposes set forth in these By-laws. It will consist of the officers and seven coordinators appointed by the elected officers: Membership, Webmaster, Newsletter, Routes/Cartography, Permanents, Volunteer and Merchandise. The Board shall be responsible for the general government of NER. It shall establish annual dues and late fees for the membership, and review and approve all contracts entered into on behalf of NER, including but not limited to liability insurance coverage. The Board may amend these Bylaws by a simple majority of the Board present and voting.
The Board shall meet at such times as the President, or when one-half of the Directors request that a meeting be called. At least one meeting shall be held in each year. A quorum of the Board shall consist of six Directors. The President is responsible for notifying the Directors of a scheduled meeting, at least ten days prior to such meeting, unless the ten-day notice has been waived by all Directors.
The Directors shall receive no remuneration for their duties.
VII. Meetings
General meetings of the membership shall be called by the President on an as-needed basis, provided that at least one general meeting is held each year. The time and location of the general meetings shall be chosen by the President. Members shall be notified at least two weeks in advance of the scheduled meeting. A quorum shall be present at any meeting before official business or elections can be conducted. For a General Meeting of Members, a quorum shall consist of at least fifteen percent (15%) of the NER members in good standing. Officers shall follow democratic principles in the conduct of business and general meetings. Major decisions shall not be made without open discussion and vote. Members shall respect the rights of fellow members to hear, discuss and vote on issues in general meetings.
VIII. Amendment
All proposed amendments shall be submitted to the Board of Directors for approval. A favorable vote by at least six members of the Board is required for approval. Following Board approval, written notice shall be sent to the members for approval. A vote by two-thirds majority of members constituting a quorum shall be required to adopt a bylaw amendment. Proposed amendments submitted to the Board but not approved may be submitted to the membership for discussion at a General Meeting.
IX. Resolutions
Resolutions in general meetings shall be adopted upon receiving a simple majority of votes cast. The text of each adopted resolution will be published in the next issue of any NER newsletter, through an email list, and on the website. Adopted resolutions shall remain in effect until amended or rescinded by subsequent resolutions.
X. Indemnification of Directors, Officers, and Volunteers
NER shall indemnify and reimburse any person who at any time serves or has served as a director, officer, board member, brevet organizer, ride leader or other agent of NER, against and for any and all claims and liabilities to which she/he may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which she/he is made a party by reason of such service, except that this position shall not eliminate or limit the liability of any such person (i) for any breach of her/his duty of loyalty to NER or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which she/he derived an improper personal gain. Indemnification may include payment by NER of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if she/he shall be adjudicated not to be entitled to indemnification under this bylaw or under Chapter 180 of the Massachusetts General Laws.
XI. Furtherance of Corporate Purpose
No part of the net earnings of NER shall inure to the benefit of, or be distributable to its members, officers or other private persons, except that NER shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the corporate purposes. No substantial part of the activities of the NER shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and NER shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, NER shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of NER’s purposes.
XII. Dissolution
NER may effect its own dissolution only upon the Board’s presenting a ballot to the members, by First Class mail. An affirmative vote of two-thirds of the ballots returned within ten days shall be required, abstentions not being counted. In the event of dissolution, any funds in excess of encumbered funds shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction 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.