BYLAWS of Jersey Off Road Bicycle Association, Inc.
Adopted October 2006
PREAMBLE / PURPOSE
Jersey Off Road Bicycle Association, Inc. (sometimes referred to herein as the “Corporation” or JORBA) is formed to:
- Advocate the economic, recreational, environmental, and educational benefits of mountain biking.
- Educate cyclists and non-cyclists about mountain biking and provide information on building sustainable trails harmonious with the environment.
- Encourage youth involvement. Educate others on the importance of recreational opportunities for youth.
- Establish community and statewide trail networks with appropriate mapping and signage.
- Encourage local chapters—educate people in successful public and private landowner relations.
- Cultivate bicycle-friendly legislation and increase public awareness of the pending landowner liability law.
- Solicit support from clubs, industry, shops, and other trail user and land management groups.
- Build a calendar of events that coordinates group rides, races, and the opportunity to build, improve or repair trails.
- Develop relationships with New Jersey’s conservation, recreation, agriculture, and forest management groups.
- Adopt mountain bike trails statewide.
ARTICLE I - OFFICES
- Registered Office and Agent – The registered office of the Corporation in the State of New Jersey is at 8 Jeffrey Lane Princeton Junction, New Jersey 08550. The registered agent of the Corporation at such office is Michael F. Tormey.
- Principal Place of Business – The principal place of business is 8 Jeffrey Lane Princeton Junction, New Jersey 08550.
ARTICLE II - BOARD OF DIRECTORS
- Number and Term of Office – All of the affairs and activities of the Corporation shall be carried on by its Board of Directors. The Board of Directors shall consist of no fewer than six (6) members and no more than one (1) representing each Affiliated Chapter. The initial Board of Directors shall be set forth in the Certificate of Incorporation. Thereafter, successor Directors shall be elected by the members at each annual meeting and shall hold office for a term of two (2) years and until the Directors successor shall have been elected and qualified. Directors may serve successive terms.
- Regular Meetings – A regular annual meeting of the Board shall be held in January of each year for the purposes of electing officers and conducting such other business as may come before the meeting. The Board, by resolution, may provide for additional regular meetings which may be held without notice, except as to Board members not present at the time of the adoption of the resolution.
- Special Meetings – A special meeting of the Board may be called at any time by the president or by two (2) or more Board members for any purpose. Such meeting shall be held upon 7 days notice if given orally (either by telephone or in person) or e-mail, or by fourteen (14) days notice if given by depositing the notice in the United States mails postage prepaid. Such notice shall specify the time and place of the meeting.
- Action Without Meeting – The Board may act without a meeting if, prior or subsequent to such action, each member of the Board shall consent in writing to such action. Such written consent or consents shall be filed in the minute book.
- Quorum – One half of the entire Board shall constitute a quorum for the transaction of business. A simple majority of those present will be necessary for action to be taken, except where otherwise provided in the Certificate of Incorporation of these Bylaws.
- Vacancies in the Board of Directors – Any vacancy in the Board, including a vacancy caused by an increase in the number of Board members, may be filled by the affirmative vote of a majority of the remaining Board members, even though less than a quorum of the Board, or by the sole remaining Board member. A vacancy caused by the resignation of a Board member may be fulfilled by such person as the resigning Board member shall appoint; PROVIDED, HOWEVER, that a majority of the remaining Board members consent to such an appointment.
- Executive Committee – The Board will appoint an Executive Committee consisting of a President, Vice President, Treasurer and Secretary to act until the next annual meeting as defined in Article IV. The Executive Committee may appoint up to (3) three members of the Board to serve on the Executive Committee with the officers. During the intervals between Board meetings, the Executive Committee shall possess and may exercise all the powers of the Board; provided, however, that the Executive Committee shall not: (a) amend or repeal these By-Laws; (b) elect, appoint, or remove any Board member any member of any committee of the Board or officer; or (c) amend or repeal any resolution previously adopted by the Board. The Executive Committee may fix its own rules of procedure, but in every case the presence of not less than one-third (but not less than three members) of the Executive Committee shall be necessary and sufficient to constitute a quorum for the transaction of business.
- Committee of the Board of Directors – The Board of Directors may, from time to time, by resolution passed by a majority of the whole board, designate one or more of the Board members of the corporation as members of a committee thereof. Any such committee, to the extent provided by resolution passed by a majority of the whole Board, shall have and may exercise all the powers and authority of the board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.
- Attendance at Meeting – Unless otherwise provided by the Certificate of Incorporation, members of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment providing all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at the meeting
ARTICLE III - WAIVERS OF NOTICE
Any notice required by these bylaws, by the certificate of incorporation, or by the Business Corporation Law of 1988, may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before or after the event with respect to which notice is waived. Each Board member attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting.
ARTICLE IV - OFFICERS
- Election – At its regular annual meeting, the Board of Directors shall elect a president, a vice president, a treasurer, an executive director, and it may elect other officers as it shall deem necessary. One person may hold the office of secretary and treasurer.
- Duties and Authority of President – The president shall serve as the Chairman of the Board of Directors and shall have the duties and authority delegated to him or her by the Board of Directors. The president may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation.
- Duties and Authority of Vice President – The vice president, in the absence of the president or the inability of the president to act, shall perform such duties of the office of president and shall have such authority and perform such other duties as the Board of Directors or as the president shall prescribe or assign from time to time.
- Duties and Authority of Treasurer – The treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular book of account for the Corporation. The treasurer shall perform such duties and possess such other powers as are incident to that office or shall be assigned by the executive director of the Board.
- Duties and Authority of the Secretary – The secretary shall cause notice of all meetings to be served as prescribed in these bylaws and shall keep or cause to keep the minutes of all meetings of the shareholders and the Board. The secretary shall have charge of the seal of the Corporation. The secretary shall perform such other duties and possess such other powers as are incident to that office or are assigned by the executive director or the Board.
- Duties and Authority of Executive Director – The executive director shall be chief executive officer of the Corporation and serve at the will of the Board of Directors. Subject only to the authority of the Board, he or she have general charge and supervision over, and responsibility for, the business and affairs of the Corporation. Except for the president, all other officers shall be subject to the authority and supervision of the executive director.
ARTICLE V - AMENDMENTS TO AND EFFECT OF THE BYLAWS; FISCAL YEAR
- Force and Effect of Bylaws – These bylaws are subject to the provisions of the Business Corporation Law of 1988 and the Corporations certificate of incorporation, as it may be amended from time to time. If any provision in these bylaws is inconsistent with a provision in the Law or the certificate of incorporation, the provision of that law or the certificate of incorporation shall govern.
- Amendments to the Bylaws – These bylaws may be altered, amended or repealed by the Board of Directors by an affirmative vote of a majority thereof.
- Fiscal Year – The fiscal year of the Corporation shall be January 1 through December 31 or such other fiscal year as shall be determined by the President of the Corporation based on sound accounting practice.
ARTICLE VI - VOTING UPON SHARES OF THE CORPORATION
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of shareholders of any corporation in which this Corporation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Corporation might have possessed and exercised if present.
ARTICLE VII - PROHIBITION AGAINST SHARING IN COMPANY EARNINGS
No Board member or officer of the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, scientific, testing for public safety, literary, or educational organizations which would qualify under the provisions of section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE VIII - INVESTMENTS
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such is a prohibited transaction or would result in the denial of the tax exemption under section 501 and 509 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE IX - EXEMPT ACTIVITIES
- Notwithstanding any other provision of these Bylaws, no director or officer of this Corporation shall take any action or carry on any activity by or on the behalf of the Corporation not permitted to be taken or carried on by an organization exempt under the section 501(c)(3) of the Internal Revenue Service Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 of such Code and Regulations as they now exist or as they may hereafter be amended.
- The incorporators intend that the Corporation shall at times be qualified as an organization exempt from federal income tax under Section 501 of the Internal Revenue Service Code. Substantial weight shall be given to such intent in the administration and interpretation of these Bylaws.
ARTICLE X - PROTECTIVE PROVISION FOR DIRECTORS
- A director or officer of this Non-Profit Corporation shall not be personally liable to this Corporation or to any beneficiary benefited by it or any intended beneficiary for damages for breach of any duty as a director or officer, except for liability (i) for breach of the director or officers duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or that involve a knowing violation of law, or (iii) for receipt by such person of any improper personal benefit.
- Any repeal or modification of Article X shall not adversely affect any right or protection of a director or officer of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE XI - INDEMNIFICATION
The Non-Profit Corporation shall, to the fullest extent permitted by Section 15A:3-4 of the New Jersey Non-Profit Corporation Act, indemnify any and all directors and officers whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be determined exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, or otherwise, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a corporation agent.
ARTICLE XII - MEMBERSHIP
Classes of Members – The Corporation shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
- Individual Membership – Any individual with an expressed interest in mountain biking in New Jersey shall be eligible to become an individual member of JORBA. Each individual member shall be entitled to one vote on any issue requiring a vote of the membership.
- Family Membership – Any family with an expressed interest in mountain biking in New Jersey shall be eligible to become a Family member. For purposes of membership in JORBA, a family shall be defined as two or more individuals residing in the same household, who are related by blood, marriage or equivalent relationship, or adoption. Each family holding a family membership in JORBA shall be entitled to one vote on any issue requiring a vote of the membership. The membership application, or such other document approved by the board of directors from time to time, must specify the name of the individual the family has authorized to vote on its behalf.
- Organizational Membership – Any organization with an expressed interest in mountain biking in New Jersey shall be eligible to become an organizational member. For purposes of membership in JORBA, an organization shall be defined as a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any legal or commercial entity. Each organization holding an organizational membership in JORBA shall be entitled to one vote on any issue requiring a vote of the membership. The membership application, or such other document approved by the board of directors from time to time, must specify the name of the individual the Organization has authorized to vote on its behalf.
- Sustaining Membership – Any organization or individual with an expressed interest in mountain biking in New Jersey shall be eligible to become a Sustaining member. A sustaining membership will be made available at an annual fee to be established by the board of directors. Recognition of this sustaining level of membership will made public on the JORBA website. For purposes of membership in JORBA, a sustaining member shall be defined as an individual, corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any legal or commercial entity. Each member holding a sustaining membership in JORBA shall be entitled to one vote on any issue requiring a vote of the membership. The membership application, or such other document approved by the board of directors from time to time, must specify the name of the individual authorized to vote for the sustaining membership.
Membership Dues –The board of directors shall establish the initial and annual dues for membership in the corporation. The billing and collection of dues shall be in a manner prescribed by the board of directors.
All memberships shall expire one year from the date of membership initiation.
JORBA shall maintain a roster of members, with pertinent information indicated such as Name, Address, Telephone, Type of Membership and Expiration Date of Membership.
JORBA may distribute membership cards or other certificates for identification purposes.
ARTICLE XIII - CHAPTERS
Establishment – The Board of Directors shall provide for the organization and support of chapters within the membership of JORBA. A new chapter may apply to the Board for chapter status. A vote of two-thirds of the quorum at any meeting of the Board of Directors is required to approve the establishment of a new chapter. Chapter status may be revoked by the same vote upon initiative of the membership or Board of Directors.
Chapters may pursue programs and activities that are consistent with these by-laws but must obtain consent from the Board or Executive Director prior to initiating any new event or category of activities.
Chapters may be assigned to steward specific regions or parks, or chapters may be assigned to certain categories of advocacy that span specific parks and regions. These matters of stewardship and chapter mission will be decided by the board of directors.
Chapters may allocate funds as they deem necessary provided they do so in a fashion that is not adverse to the by-laws and mission of JORBA.
Chapter Representation – Each chapter will select a Chapter Leader. The Chapter Leader will be the Chapter’s representative to JORBA and will be a voting member of the Board of Directors of JORBA. The Chapter Leader will be expected to attend regular JORBA Board meetings.
Responsibilities – The Chapter will be responsible for carrying out the mission of JORBA at the local level. The Chapter may not take actions that are against the mission statement or By-Laws of JORBA.
The Chapter shall organize and host a minimum of two (2) work parties or advocacy events annually. The obligation is met by hosting a work party on trails within the chapter’s established responsibility, or an area not stewarded by another chapter. The work party obligation may also met by assisting another Chapter with limited human resources in that chapter’s area of stewardship. Advocacy events can include but are not limited to: group social rides, poker runs and skills clinics.
Chapters shall periodically provide a summary of activities such as trail sessions, social rides, skills clinics and other approved advocacy events to the board of directors. JORBA will publish such reports to keep membership and the public informed of the activities of JORBA and its chapters.
Suspension of a Chapter – A Chapter may be suspended if it fails to meet the responsibilities cited in these by-laws. Suspension results in a chapter losing its voting rights on the Board of Directors for 6 months. After that time, the Board may review the status of the chapter and take further action as the board deems appropriate under the circumstances.
ARTICLE XIIII - GAMES OF CHANCE
Upon dissolution of the organization, remaining proceeds which are generated from any raffle or game of chance will subsequently be donated to the International Mountain Bicycling Association (IMBA).