ARTICLE I

The purpose or purposes for which the corporation is organized are as follows:

1. To promote the use of bicycles;
2. To promote bicycle safety;
3. To promote public awareness of bicyclists' rights on public thoroughfares;
4. To organize bicycling events;
5. To prepare a bicycle route system for the Tri-County are;
6. To promote a statewide bicycle route system;
7. To provide instruction as to the care and maintenance of bicycles;
8. To provide an opportunity for members to socialize with others who have an interest in the use of bicycles.

ARTICLE II

MEMBERSHIP

Section 1. Qualifications

a. Individual membership - an individual member is anyone who is at least twelve (12) years of age, and who has paid the annual dues required by the Board of Directors.
b. Family membership - all family members, including children up to and including the age of twenty-one (21) shall be members of the Association when the annual family membership dues are paid are required by the Board of Directors. The Board of Directors shall determine the definition of the term "family."

Section 2. Dues. Membership dues shall be determined from time to time by the Board of Directors. Failure to pay the annual dues when assessed automatically terminates membership in the Association.

Section 3. Discipline

(a) A member may be suspended for thirty (30) days from all membership privileges and activities, including voting rights, by a vote of five-sevenths (5/7) of the then elected and qualified Board of Directors. The member faced with punishment shall be notified of pending board action by Certified Mail at least forty-eight (48) hours before commencement of the meeting. Any member shall be allowed to attend the disciplinary board meeting.
(b) Grounds for discipline may be disregard for safety, misuse of Association funds or property, or other good cause.

(c) A member may be expelled for one (1) year or permanently from all membership privileges and activities, including voting rights, by a vote of a majority of members present at a regular membership meeting. Expulsion may not be voted upon at a membership meeting unless placed before the membership by a five-sevenths (5/7) vote of the then elected and qualified Board of Directors, and after announcement in the newsletter that expulsion of a named member on specified grounds shall be considered at the next monthly membership meeting.

ARTICLE III

MEETINGS OF MEMBERSHIP

Section 1. Place of Meeting. Meetings of the membership shall be held at a place designated by the Board of Directors.

Section 2. Monthly Meetings of the Membership. Regular meetings of the membership shall occur on the last Thursday of each month commencing at 7:00 p.m. unless the Board of Directors shall designate a different date and time.

Section 3. Special Meetings of the Membership. A special meeting of the membership may be called at any time by a majority of the then elected and qualified Board of Directors, or by petition signed by not less than ten percent (10%) of the membership.

Section 4. Annual Meeting of the Membership. An annual meeting of the membership shall be held each year on the regular meeting date in October for the purpose of electing Directors, and for the transaction of such other business as may come before the meeting. If the Annual Meeting is not held on the designated date, the Board of Directors shall cause the meeting to be held as soon thereafter as is reasonable.

Section 5. Notice of the Meeting. Notice of the time, place, and object of a meeting of members may be given personally, or by first class mail addressed to each member entitled to vote at a meeting, or may be given by being prominently displayed in a newspaper or other periodical, regularly published at time semi-annually by or in behalf of the Association, mailed with postage prepaid, and addressed to the last-known address of each member entitled to vote at the meeting.

Section 6. Quorum of Members. For all meetings, a quorum shall consist of ten percent (10%) of the qualified membership, or fifty (50) members, whichever is less, voting in person or by proxy.

ARTICLE IV

MEMBERSHIP VOTING, PROXIES, AND ELECTIONS

Section 1. Voting Rights. Each individual membership shall have one vote on each matter submitted to the vote of the members. Each family membership will have a maximum of two votes; only family members who are 12 years old and older can vote.

Section 2. Manner of Acting. When an action, other than the election of Directors, is to be taken by a vote of the membership, it shall be authorized by a majority of the votes cast by the members entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation, or by law. Except as otherwise approved by the Articles of Incorporation, the Directors shall be elected by a plurality of the votes cast at an election of Directors.

Section 3. Proxies. Members of record may vote at any meeting, either in person, or by proxy, if the proxy is in writing, is executed by the member, and is notarized. No proxy shall be valid thirty (30) days after its execution date. All proxies must be filed with the Secretary of the meeting before being voted. Such proxies shall entitled the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof.

Section 4. Voting by Mail. Where the Directors are to be elected or removed by members, such election or recall may be conducted by mail in such a manner as the Board of Directors shall determine.

Section 5. Fixing of Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or an adjournment thereof, or members entitled to receive the allotment of rights, or for the purpose of any other action, the Board of Directors may fix a date as the record date for such determination of members, such date to be not less than ten (10) days nor more than sixty (60) days before the date of the meeting or any other action to be taken.

If the record date is not fixed, then (a) the record date for determination of members entitled to notice of or to vote at a meeting of members shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held, and (b) the record date for determining members for any purpose other than that specified in subdivision (a) shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. When a determination of members entitled to notice of or to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this section for the adjourned meeting.

Section 6. Nomination and Election of Board of Directors and Officers. At the annual membership meeting, the members shall elect seven individuals to the Board of Directors. These individuals shall also be the officers of the Association and the members shall elect each Director to fill a particular office. The officers of the association shall be as follows:

President
Vice President
Secretary
Treasurer
Events Director
Director-at-large (2)

Nominations for these positions shall close at the regular monthly membership meeting prior to the annual meeting. The list of nominees will be announced to the membership immediately after the nominations are closed. The person receiving the highest number of votes cast for any one position shall be elected.

Section 7. Waiver of Notice. Attendance of a person at a meeting of members, in person or by proxy, constitutes a waiver of notice of the meeting, except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Association shall be managed by its Board of Directors.

Section 2. Qualifications, Number, and Term of Directors. Directors shall be members in good standing of the Association. There shall be seven Directors. Each Director shall hold office for the term for which he was named or elected, and/or until his successor is elected and qualified, or until his resignation or removal. The Directors shall be the elected President, Vice President, Secretary, Treasurer, Events Director, and two (2) Directors-at-large.

Section 3. Duties. The President shall act as Chairperson of the Board, shall have authority for the general and active management of the Association, shall preside over all membership meetings, and shall prepare and deliver an annual report of past Association activities at the annual membership meeting. The President shall act, at the direction of the Executive Board, when fulfilling his or her role as stipulated in the DALMAC contract. The Vice President shall act in the President's absence and perform such other duties as delegated by the President. The Secretary shall record and file the minutes of all meetings, shall prepare and conduct all elections of Directors, and shall perform such other duties as delegated by the President. The Treasurer shall have control of and be responsible for the funds and financial records of the Association, shall prepare and deliver an annual accounting at the annual membership meeting, and shall perform such other duties as delegated by the President. The Events Director shall be responsible for preparing and conducting the annual DALMAC bicycle tour from Lansing to Mackinaw, shall deliver monthly reports to the Board of Directors, and an annual report to the Board of Directors at their annual meeting, which annual reports will account for all bills and receipts, and shall perform such other duties as delegated by the President. The two (2) Directors-at-large shall have no specific duties, but shall have full voting rights as members of the Board of Directors. In addition, the Officers of the corporation shall be charged with such duties and authority as usually pertains to such offices in a corporation, except that said duties may be varied or added to by the Board of Directors.

Section 4. Power to Appoint Other Officers and Agents, and Establish Committees. The Board of Directors shall have the power to appoint and subsequently remove such other officers and agents as the Board may deem necessary for the transaction of the business of the Association, and also the power to establish committees.

Section 5. Power to Appoint Committees of the Board. The President shall have the authority to appoint and subsequently remove members of the following committees:

(a) Safety Committee;
(b) Publications Committee;
(c) Ride Program Committee;
(d) Club History Committee;
(e) Membership Committee;
(f) DALMAC Fund Committee

The President shall have the authority to appoint and subsequently remove members of any committee if it is deemed necessary by the Board of Directors. The President may appoint himself or herself or any Board Member to any committee.
The Board of Directors shall approve the appointment of all members appointed to the DALMAC Fund Committee as specified in Article VIII of these bylaws.

Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held either with or without notice, at such times and such places as a majority of the Board may from time to time determine.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held at the request of the President, upon notice to all other Directors. Due notice of any special meeting, which may be waived, shall be given by the Secretary, in writing, two (2) days in advance by mailing or delivering personally the notice of the time, place and object of the meeting. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except where a Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 8. Participation by Communications Equipment. A member of the board may participate in the meeting by means of conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this method constitutes presence in person at the meeting.

Section 9. Quorum. A majority of the members of the Board then in office constitutes a quorum for the transaction of business. Except for adjournment and the filling of a vacancy on the board, a vote of the majority of members present at a meeting, at which a quorum is present, constitutes the action of the Board.

Section 10. Vacancies. If no one is nominated for a particular board position, the newly elected board will appoint a member to fill the open position when they take office. When a vacancy occurs on the board, the board may appoint a member to fill the open position. Each person so elected shall be a Director and an officer until his successor is elected by the members at the next annual membership meeting, or at any special meeting called for that purpose.

Section 11. Action without a Meeting. Action may be taken by the board of Directors without a meeting if all members of the board, either severally or collectively, consent thereto in writing. The written consent shall be filed with the minutes of the proceedings of the board.

Section 12. Removal of Directors. A majority of the Board of Directors or ten percent (1) of the membership by petition or by vote at a meeting may demand a recall election of any Director. The Secretary shall prepare ballots with the following proposition:

"Shall ____________ be removed from the office of _____"

Yes _____ No _____"

The Secretary shall establish a recall voting date not less than fifteen (15) nor more than sixty (60) days after demand, and shall mail or personally deliver to the record date membership the ballots not less than ten (10) nor more than sixty (60) days before the voting date. The names and addresses of the members as of the record date shall be available to any member without charge. A Director may be removed by a majority of votes cast by members, in person, or by proxy, at a membership meeting at which a quorum was present.

Section 13. Compensation. No Director shall receive compensation for service, but any Director or member may receive reimbursement for costs and expenses in the pursuit of the Association's business, upon resolution for reimbursement by the Board of Directors.

ARTICLE VI

FISCAL YEAR

Section 1. Fiscal Year. The Association's fiscal year shall be determined from time to time by the Board of Directors.

ARTICLE VII

AMENDMENTS

Section 1. Amendments. These bylaws may be altered or amended by the members or by the Board of Directors. Amendment of the bylaws by the Board requires the vote of not less than five-sevenths (5/7) of the members of the board then in office.

ARTICLE VIII

DALMAC FUND COMMITTEE

The Board of Directors established a standing committee which will be known as the DALMAC Fund Committee.

Section 1. Responsibilities:

(a) To establish and enforce guidelines for requests for money from the DALMAC Fund.
(b) To review all requests for money from the DALMAC Fund.
(c) To submit a recommendation to the TCBA Board for or against each request.
(d) To periodically report its activities to the TCBA Board.
(e) To promote the use of the DALMAC Fund.
(f) To carry out other tasks assigned by the TCBA Board.

Section 2. Qualifications, Number, and Term of Membership

(a) The committee shall have five members, all of whom are members in good standing of TCBA.
(b) Members of the Committee shall serve until they resign.
(c) Vacancies on the Committee shall be filled by a person selected by the Committee and approved by the TCBA Board of Directors.
(d) The TCBA President shall be an ex officio member of the Committee.

Section 3. Selection of Chairperson. The Chairperson of the Committee shall be selected by a simple majority of the Committee.

Section 4. Meetings. Committee meeting shall be called at the discretion of the Chairperson, who shall also set reasonable rules for the conduct of Committee business.

ARTICLE IX

DISSOLUTION

Section 1. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code, or 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.

Section 2. Any such assets not so disposed of shall be disposed of by the appropriate Court 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.

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