Our By-laws
NORTHWEST TRAIL ALLIANCE BYLAWS Article I NAME, STRUCTURE AND TERRITORY The name of the organization shall be Northwest Trail Alliance (NWTA), a chapter of the International Mountain Bicycling Association (IMBA); but incorporated as a separate 501(c)(3)Oregon nonprofit corporation. NWTA shall operate within the general geographic territory of Northwest Oregon and Southwest Washington. Article II MISSION AND PURPOSE NWTA's mission and purpose are to create, enhance, and protect mountain bike riding opportunities; to advocate for trail access; to promote responsible mountain biking; and to build, maintain, and ride sustainable trails. Article III MEMBERSHIP Section 1: PRIVILEGES AND RESPONSIBILITIES. Membership may be established, from time to time, by NWTA and provide both voting and nonvoting privileges. Members shall support NWTA's mission and purpose, although members may choose to not participate in or publicly support any particular action taken by NWTA without relinquishing membership privileges. NWTA members are also members of IMBA. Membership categories may include: A. Supporting Members – shall consist of such individuals, organizations, and agencies, as are interested in furthering NWTA's purpose. B. Board Members. Section 2: DUES. NWTA may, from time to time, establish annual dues for membership. Section 3: SERVICES TO NONMEMBERS. NWTA may charge additional fees to nonmembers for NWTA events, which fees may be more than those charged to members. Section 4: VOTING. Individual members whose dues are current shall vote (1) on election of Board members and (2) on any other matter the Board may refer to the membership for a vote; which vote may be electronically submitted at the discretion of the president. Election of Board members shall be done by vote each year at the January general membership meeting. Article IV BOARD MEMBERS Section 1: DUTIES. The Board will develop and oversee the implementation of NWTA policies and program goals. Board responsibilities shall include, but not be limited to: A. Formation and adoption of an annual advocacy platform. B. Approval of trails stewardship projects. C. Planning and execution of events. D. Approval of new supporting members E. Recruitment of potential board members F. Approval of the annual budget and financial reporting G. Approval and modification of the Bylaws H. Contractual authority Section 2: NUMBER OF DIRECTORS. The NWTA Board shall be made up of not less than five (5) members and not more than twelve (12). Section 3: TERMS OF OFFICE. Terms of office will be two (2) years, renewable by vote of the membership for not more than three (3) consecutive terms. Board member terms may be staggered so that one-third to one-half of Board members' terms shall expire each year. Section 4: VACANCIES. Board vacancies shall be filled by action of the Board from a list of nominees prepared by the 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 election. The service of a member filling an unexpired term of less than one year shall not count toward the maximum allowed consecutive years of service. Section 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 member 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 President 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 Section 1: OFFICERS. The principal officers of NWTA shall be President, Vice-President, Secretary and Treasurer. A. PRESIDENT. The President shall (1) be a member in good standing, (2) be responsible for determining who presides at all meetings of the Board, (3) be the primary contact on behalf of the Board for contractual relationships, and (4) perform all duties incident to the office of President and other duties as may be prescribed by the Board from time to time. 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 the powers, and perform all of the duties, of the President. C. TREASURER. The Treasurer shall be a member in good standing and shall be responsible for: D. 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 and other such duties as may be assigned by the President or Board from time to time. Section 2: ELECTION OF OFFICERS. The Board shall elect all officers by simple majority. Section 3: TERM OF OFFICE. The term of office for all officers shall be one year. The President shall not serve for more than four consecutive terms. The Treasurer shall hold office for not more than three consecutive terms. Incumbent officers shall serve until their successors have been duly elected and installed. Section 4: REMOVAL FROM OFFICE. Any officer may be removed for cause only after (1) being given a reasonable notice and an opportunity to be heard by the Board, and (2) by an affirmative vote of two-thirds (2/3) of the entire Board whenever, in their judgment, the best interests of NWTA will be served thereby. Section 5: VACANCY. The unexpired term of a vacancy in an office shall be filled by the Board from a list of nominees prepared by the Board members that are not officers. Article VI BOARD MEETINGS Section 1: REGULAR MEETINGS. The Board shall meet in regular session by whatever means agreed to by the Board, and no less than four (4) times a year. The Board may direct that NWTA hold an annual meeting for all members, at which time 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 annual meetings and programs. Section 2: SPECIAL MEETINGS AND NOTICE THEREOF. Special meetings of the Board may be called by, or at the request of, the President or by request of fifty percent (50%) of the Board. The person or persons authorized to call special meetings of the Board may fix the time and place for such meetings. All Board members must receive actual notice of the scheduling of any special meeting no less than three (3) days in advance of the time scheduled for such meeting. Section 3: QUORUM AND DECISION MAKING. Consensus is the preferred decision-making method. When decisions require a vote, a quorum must be present for the vote and a simple majority of those Board members voting will determine the outcome. A quorum shall be defined as fifty percent of the Board, plus one (1). Voting can be conducted in person or by any reasonable and verifiable method determined by the President, including electronic voting. The acts of a majority of members present shall constitute the acts of the Board. Any member who is excused before the meeting is adjourned may present to the recording secretary a written ballot designating their voteon a matter already introduced as business. If less than half of the Board is present at a meeting of the Board, a majority of the members present may adjourn the meeting from time to time without further notice. Article VII COMMITTEES Section 1. The Board may decide, from time to time, to establish certain committees which may include: A. EXECUTIVE COMMITTEE. The Board shall designate an Executive Committee which will be composed of at least two (2) Board members, but may also include non-Board members. The duties of an Executive Committee shall be as established by the Board. B. NOMINATING COMMITTEE. A Nominating Committee consisting of at least five (5) members, the make-up of which may be some current Board members and at least one Supporting Individual Member who is not a current Board member. The Board shall appoint members of the Nominating Committee. The Committee's duties shall be to: 1. Assess and identify specific skills and expertise needed for the Board. 2. Solicit and recruit names of Board member nominees from the membership and community at large. 3. Nominate Board member candidates who agree to become members in good standing. 4. Evaluate the performance of existing Board members and Officers and recommend actions to the Board. Nominees for a Board position cannot be a member of the Nominating Committee. C. OTHER STANDING AND SPECIAL COMMITTEES. The Board may, from time to time,establish other standing and special committees, as it deems necessary, the meetings of which may be attended by all dues paying NWTA members. Section 2: COMMITTEE CHAIRS AND MEMBERSHIP. The President and Vice-President shall appoint chairs of all committees where not provided in these bylaws, subject to the approval of the Board. Section 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. Article VIII CONTRACTS, CHECKS, DEPOSITS, GIFTS Section 1: CONTRACTS. The Board shall authorize any officer or officers, agent or agents of NWTA to enter into any contract or execute and deliver any instrument in the name of, and on behalf of NWTA, and such authority may be general or confined to specific instances. Section 2: DEPOSITS. All funds shall be deposited promptly to the credit of NWTA in such federally insured banks, trust companies or other depositories as the Board may select. Section 3: GIFTS. Any officer may accept, on behalf of NWTA, any unconditional contributions, gifts, bequests or devises of cash or marketable securities for the general purposes, or for any special purpose, of NWTA. Conditional or restricted contributions, gifts, bequests or devises, or gifts of other types of property,shall first be approved by the Board before final acceptance. Section 4: DISBURSEMENTS. NWTA shall operate under a financial budget approved by the Board. The Treasurer is responsible for all disbursements, which must be authorized in writing, and checks signed by the Treasurer AND either the President or Vice-President. Article IX BOOKS AND RECORDS NWTA shall keep correct and complete records of accounts, disbursements, minutes of the proceedings of meetings, program accomplishments, and volunteer stewardship project records. Article X DUALITY OF INTEREST Section 1: DUALITY OF INTEREST. Any member, officer, contract employee or committee member having an existing or potential interest in a contract or other transaction presented to the Board or a committee for deliberation,authorization, approval, or ratification, or any such person who reasonably believes such an interest exists in another such person, shall make a prompt,full, and frank disclosure of the interest to the Board or committee prior toits acting on such contract or transaction. The interested party shall disclose the nature and extent of the interest and any relevant and material facts, known to him or her, about the contract or transaction, which might reasonably be construed to be adverse to NWTA's interest. Section 2: REFRAINING FROM ACTION. The body to which such disclosure is made shall determine, by majority vote of disinterested members, whether the disclosure shows that the non-voting and non-participation provisions below must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate in (other than to present factual information or to respond to questions) the discussion or deliberations with respect to such contract or transaction, and such person shall not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. If not, such person may participate normally in the discussions, deliberations, and voting on the matter. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation and whether a quorum was present. Section 3: DEFINITION OF INTEREST. For the purposes of this Article, a person shall be deemed to have an “interest” in a contract or other transaction if such person is the party (or one of the parties) contracting or dealing withNWTA, or is a director, trustee, or officer of, or has a significant financial or influential interest in, the entity contracting or dealing with NWTA, or is otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved. Article XI INDEMNIFICATION To the fullest extent permitted under the Oregon Nonprofit Corporation Act, as amended, NWTA shall indemnify any Director or Officer who is made a Party to a Proceeding because the individual is or was a Director or Officer, against Liability incurred in the Proceeding, including without limitation advancement of Expenses. Capitalized terms used in the preceding sentence shall have the meaning assigned to such terms in the Oregon Nonprofit Corporation Act. Article XII DISSOLUTION OF NWTA The Board may, by a two-thirds vote, dissolve NWTA when it is satisfied that NWTA 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 NWTA, and IMBA if it is still an IMBA charter chapter at the time of dissolution. NWTA dissolution shall not affect any current IMBA membership status of the members assigned to NWTA. Members of NWTA, if dissolved, shall be assigned unaffiliated status or reassigned to another IMBA chapter if such exists in this general region and if they so choose. Upon dissolution, the Board shall, after making provision for payments of all liabilities, distribute all remaining NWTA assets for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall distribute the remaining assets to the federal government, or to a state or local government, for the public purpose. Any 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(s), as said court shall determine, which are organized and operated exclusively for such purposes. Article XIII AMENDMENTS TO BYLAWS An amendment to these bylaws may be proposed by the joint action of any three or more Board members at any regular or special meeting of the Board, and such proposed amendment shall be adopted upon approval of at least two-thirds of the members of the Board,pursuant to vote in the presence of a quorum. Except that the provisions in these bylaws relating to election of Board members shall not be modified, revised, or in any manner changed except by a vote of at least 2/3 of the membership present at a duly-called NWTA meeting, pursuant to notice of any proposed change published in NWTA's newsletter, or on its website, at least three (3) weeks prior to the meeting at which they will be considered. The above bylaws were approved by general membership vote on November 24, 2009.