Capital City BMX Association Page 1 of 11 BY-LAWS ARTICLE I – NAME A. The name of the organization is Capital City BMX Association, hereafter referred to as CCBMX. B. CCBMX shall be a member of and be sanctioned under USABMX. C. CCBMX shall be a 501(c)(3) nonprofit organization and is duly registered as such under the laws of North Carolina General Statutes Chapter 55A. ARTICLE II – PURPOSE The purpose of CCBMX is to conduct, support, and promote bicycle moto-cross (BMX), on a local, state, and national level, as a wholesome activity enhancing and enriching the quality of family life and the spirit of competition for the common good of all who choose to participate. ARTICLE III – MEMBERSHIP A. Membership in CCBMX shall be granted to all parents, riders or volunteers that meet the following criteria in any one or more of the following three categories: 1. Parents or legal guardians of one or more riders under the age of 18 who have purchased a full membership from USABMX and have declared their home track to be Capital City BMX. 2. Riders age 18 and over with a full membership from USABMX who have declared Capital City BMX as their home track. 3. Adult volunteers who are active at CCBMX. B. Members shall be entitled to vote at membership meetings, as follows: 1. Each household shall be entitled to only one vote, regardless of the number of members residing in the household. Capital City BMX Association Page 2 of 11 2. Members may attend and cast votes either in person or via written proxy, provided that the written proxy is given to the Secretary or other Board member or other person presiding at the meeting. ACTICLE IV – MEETINGS A. Membership Meetings 1. CCBMX will meet at a minimum once per year, between October 1 and December 31 (the “Annual Meeting”). The purposes of the Annual Meeting will include election of members of the CCBMX Board of Directors for the coming calendar year, although other issues may be addressed at the Annual Meeting if announced at least seven (7) days in advance. 2. Additional regular membership meetings may be held pursuant to a majority vote of the Board of Directors or a written request submitted to the Board of Directors by any ten (10) members who would be eligible to vote at the meeting. 3. Emergency membership meetings may be called by any three (3) voting members of the Board of Directors. 4. Notice: a. Notice of the Annual Meeting and of any additional regular meetings must be given at least fourteen (14) days prior to the meeting. Notice may be given by announcing at two consecutive racing events (the first of which must be at least fourteen (14) days prior to the meeting date), by telephone, or by advertising on the CCBMX website and social media platforms. b. Emergency membership meetings must be announced on social media and, if possible, at one racing event prior to the meeting. The notice must state the reason(s) for the meeting, and the issues addressed at the meeting will be limited to those identified in the announcement. 5. A quorum for any membership meeting is the number of members attending any meeting duly called and noticed. Capital City BMX Association Page 3 of 11 6. Membership meetings will be open to all interested persons, although voting shall be allowed only as described in these Bylaws. 7. A simple majority vote is needed to pass motions, except that changes to the Bylaws and Articles of Incorporation shall require a two-thirds vote. B. Board Meetings 1. All meetings of the Board of Directors shall be held in an orderly fashion and shall generally follow the guidelines set forth in Robert’s Rules of Order. 2. Nonvoting Directors shall be entitled to attend any meeting, but only voting members shall be entitled to vote. 3. The Track Operator shall not vote on any motion, unless necessary to break a tie among the other voting Directors. 4. The Board of Directors shall meet upon seven (7) days’ notice to the voting and nonvoting members. Notices of Board of Director meetings must identify the time and place for the meeting. Meetings may be conducted in person, by teleconference or by videoconference. The Track Operator or any three other voting Directors may issue a notice. Notice may be provided by telephone, email or text message. Board meetings may also be announced by publication of a meeting schedule to the voting and nonvoting members. 5. Voting Directors may not vote by proxy at Board meetings, but voting Directors who are unable to physically attend an in-person meeting shall be permitted to attend and vote by teleconference or videoconference, to the extent such remote attendance is practical under the circumstances. 6. Actions requiring Board of Directors consent may be undertaken without a formal meeting, with the unanimous consent of the voting members. 7. A quorum for a Board meeting is majority of the voting Directors. 8. Board meetings will be open to all Directors, although voting shall be allowed only as described in these Bylaws. 9. A simple majority vote is needed to pass all motions. Capital City BMX Association Page 4 of 11 ARTICLE V – BOARD OF DIRECTORS A. The day-to-day affairs of CCBMX shall be managed by the voting members of the Board of Directors. B. The Board of Directors shall have five (5) voting members and up to six (6) nonvoting members. The numbers of voting and nonvoting directors may be increased or decreased from time to time pursuant to either unanimous vote by the voting members or majority vote by the CCBMX members at an Annual Meeting or other regular meeting, provided that there shall never be less than three (3) voting members of the Board of Directors and there will always be an odd number of voting members. C. The voting members of the Board of Directors shall hold the following offices (or such other offices as may be designated in connection with a change in number of voting members, as set forth in the preceding paragraph): 1. Track Operator; 2. President; 3. Vice-President; 4. Secretary; and 5. Treasurer. D. The nonvoting members of the Board of Directors shall hold such offices as may be designated by majority vote of the voting members. E. The voting and nonvoting board members receive no compensation. Nothing herein contained shall be construed to preclude any Director from being reimbursed for expenses incurred in carrying out responsibilities on behalf of the corporation, if such reimbursement is approved by a majority of the voting members of the Board of Directors. F. Eligibility: 1. Each voting and nonvoting member of the Board of Directors shall be a member of CCBMX. Capital City BMX Association Page 5 of 11 2. The Board of Directors may not include more than one voting member from the same household. G. Directors will serve until either: 1. Their successor is elected and qualified. 2. Any director may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without the requirement of acceptance. 3. A two-thirds majority vote of the disinterested voting Directors in favor of removing a member from office. H. Conflicts of Interest: 1. A voting or nonvoting Director has a Financial Interest in a decision to be made by the Board of Directors when that Director, directly or indirectly, through business, investment or family, has an existing or potential ownership interest, investment interest or compensation arrangement with any person or entity with which CCBMX would be engaging in a transaction. 2. If a voting or nonvoting Director has a Financial Interest, that Director shall disclose all relevant facts to the Board of Directors and, if the Director is a voting Director, abstain from voting on the decision which involves their Financial Interest. ARTICLE VI – TERMS OF OFFICE A. Terms of office shall be two (2) years for each voting member of the Board of Directors and one (1) year for each nonvoting member. B. Elections for voting members of the Board Directors will be staggered every other year, so as not to change the entire voting Board at the same time. Voting director terms may be increased or decreased by one year at the Annual Meeting, as may be necessary to achieve this end. Capital City BMX Association Page 6 of 11 C. Any voting and nonvoting vacancies on the Board of Directors may be filled by appointment pursuant to a majority vote of the current voting Directors. ARTICLE VII – OFFICE RESPONSIBILITIES Voting Directors, nonvoting Directors, and other volunteers designated by the Board to fulfill or manage defined roles within CCBMX, shall have the responsibilities listed below; provided, however, that responsibilities may be consolidated or reassigned by the Board, or delegated by the office holder (unless otherwise indicated below), on an as-needed basis: A. Track Operator (certified by governing body) 1. Responsible for all aspects of on-track operations. 2. Operate as head track official at track events. 3. Appoint an alternative track official at events where neither the Track Operator nor any Assistant Track Operator can attend. 4. To ensure all guidelines and rules of USABMX are followed at all events. 5. Responsible for race day staffing of officials. 6. Maintain track safety, rideability and appearance by assembling groups of volunteers to assist before, during and after track events. 7. To set the calendar of events for the upcoming year, in consultation with the Board of Directors. 8. Fulfill USABMX administrative responsibilities. 9. Serve as CCBMX’s primary contact with USABMX. 10. Understand the positions and functions of event operation and act as the operator of those positions when necessary, or when an appropriate operator is not present. B. President 1. To preside over all Board and membership meetings. 2. Oversee board function and providing support as needed. 3. Promote positive relationships with the city, local organizations, board members, parents, and other track operators. Capital City BMX Association Page 7 of 11 4. Handle lease negotiations with the City of Raleigh. 5. Serve as the primary contact with the City of Raleigh employees and officials. 6. Assist with practice and race day operations as needed. C. Vice-President 1. In the President’s absence, to fulfill the duties of the President at Board and membership meetings. 2. Organize track work days. 3. Serve as CCBMX’s secondary contact with USABMX. 4. Assist with practice and race day operations as needed. D. Treasurer 1. Serve as primary custodian of all funds associated with CCBMX. 2. Disburse funds and pay bills as directed and approved by the Directors. 3. Sit on any and all committees where funds are to be expended. 4. Submit a written, itemized financial report at Directors meetings, Annual membership meeting, and upon request by a member. 5. Maintain financial records of the organization’s activities. 6. Arranged for the preparation and filing of all state and federal tax returns. 7. Conform to the financial policies set forth in Article IX. 8. Present a budget for approval at the Annual Meeting or such other membership meetings as may be called for that purpose. 9. Assist with practice and race day operations as needed. E. Secretary 1. To keep a permanent and accurate record of all Board and membership meetings. 2. To be the official recorder of the minutes at all Board and membership meetings. 3. To record attendance at all Board meetings. 4. To appoint another Board member to record attendance and minutes at meetings the Secretary is unable to attend. Capital City BMX Association Page 8 of 11 5. To make available to all Board members at or before each meeting a copy of the minutes from the previous meeting. 6. Staffing registration and equipment rental on practice and race days. 7. Send race results to USABMX in a timeline manner (2 weeks). 8. Keep an updated membership roster. 9. Assist with practice and race day operations as needed. F. Assistant Track Operator(s) 1. Assist the Track Operator with carrying out his or her duties, as listed above. 2. Fill in for the Track Operator on practice and race days when the Track Operator is unable to be present. 3. Assist with practice and race day operations as needed. G. Public Relations 1. Serve as point of contact for all media releases. 2. Contact schools and other organizations to promote BMX racing. 3. Maintain the www.CCBMX.org website. 4. Utilize social media outlets for communication. 5. Recruit volunteers, as needed, to assist with distribution of promotional materials. 6. Serve as development officer for the organization, regarding sponsorships, advertising and donor solicitation. 7. Assist with practice and race day operations as needed. H. Rider Development 1. Responsible for the continued training, development and progression of our CCBMX ridership. 2. Develop training plan and schedule for riders and coordinate activities with USABMX licensed coaches. 3. Assist with practice and race day operations as needed. I. Concessions Manager 1. Staffing concessions on practice and race days. Capital City BMX Association Page 9 of 11 2. Maintain concessions inventory. 3. Communicate with the Directors when merchandises gets low to ensure new merchandise is ordered as needed. 4. Maintain and provide to the Treasurer reports of concession sales. J. Operations Manager 1. To ensure rental equipment is in safe operating condition. 2. Assist the Track Operator in maintenance of track safety, rideability and appearance. 3. Oversee the maintenance and safety of the grounds and all CCBMX facilities. 4. Organize track work days. 5. Assist with practice and race day operations as needed. ARTICLE VII – FISCAL YEAR The fiscal year of CCBMX is January 1 through December 31 of each year. ARTICLE VIII– AMENDMENTS The bylaws may be amended by a two-thirds vote of the voting members at the Annual meeting. Notice of considerations of any such amendments shall be provided to the membership as per the notification procedure for any general membership meeting. ARTICLE IX– FINANCIAL PROCEDURES A. All practice, race day and other receipts shall be deposited in one primary checking account, approved by the Board of Directors. B. Authorize check signers are to be the Treasurer, President and Track Operator. Capital City BMX Association Page 10 of 11 C. The organization will be bonded. D. The organization shall purchase and maintain Directors and Officers insurance in an amount deemed sufficient by the Board of Directors. E. Written treasurer’s reports are to be made at each Annual Meeting with enough copies, so that each member may have one upon request. Documentation to support deposits and expenditures shall be available for inspection. F. All expenditures over $500 require approval by the Board of Directors. G. All checks and cash received are to be deposited within seven (7) banking days of receipt, with the exception of up to two hundred dollars ($200) in cash, which may be kept on hand for purposes of making change at practices and race days. ARTICLE X– CODE OF CONDUCT All members of CCBMX shall accept and abide by this code of conduct: A. No smoking. B. Follow all park district rules, regulations, and ordinances regulating the use of the park and property owned or controlled by the City of Raleigh Parks and Recreation. C. No alcohol or drugs. D. No offensive behavior and language. E. Follow all USABMX rules for safety. F. Failure to abide by the code of conduct may be grounds for removal, suspension or termination of membership. Capital City BMX Association Page 11 of 11 ARTICLE XI – FUNDRAISING A. Subject to staffing availability, at each competition refreshments will be sold via a concession stand run by this tax exempt 501(c)(3) corporation. B. Other fundraising shall be approved by the Directors from time to time and may include training clinics, dinners, etc. C. A joint fundraising event may be held each year in cooperation with the Leukemia Society. Where members raise sponsorship for a minimum donation to the “Race for Life” as detailed in the current USABMX rulebook, the proceeds are split between CCBMX and the Leukemia Society. D. Private donations are accepted year round. E. Raffles and 50/50 drawings may be held at events throughout the racing season. Tickets will be sold to members and guests. A winning ticket or tickets will be drawn and announced, and the holder(s) of the winning ticket(s) shall receive 50% of the ticket sales proceeds. The remaining 50% of the ticket sales proceeds is a donation to CCBMX. ARTICLE XII – ACCEPTANCE These bylaws were approved at a meeting of the Capital City BMX Association on the ____ day of ________________, 2020.