SFBMX 2020 BYLAWS
Shelby Farms BMX
Name & Purpose
The name of this organization will be known as Shelby Farms BMX.
Shelby Farms BMX has been assembled as the governing body of this organization, located in the state of Tennessee and is a not for profit volunteer organization registered with the state of Tennessee and is the governing body of Shelby Farms BMX track located in Memphis, Tennessee. The organization shall be responsible for promoting the sport, bicycle motorcross, BMX. This shall include all persons who are capable of participating. Shelby Farms BMX shall promote good sportsmanship, respect for others and help teach all participants bicycle safety. The organization shall promote BMX as a family activity in a well organized program. The organization will teach participants to believe in family values and to assist with improvements, races and promotions of Shelby Farms BMX track. The organization is sanctioned by USABMX rules and regulations.
Section 2.1 General Membership: Every person, age 18 and over, or a guardian, parent, or member of SFMBX holding a valid USABMX membership and attends a SFBMX meeting will be counted as a member of SFBMX. All members may participate in open discussions, however, only Voting Members may be entitled to put a motion on the floor for discussion. All members shall adhere to all policies and procedures established by the organizations Board of Directors.
Section 2.2 Voting Member Requirements: To become a Voting Member you must meet the following criteria:
Members First Year: Must attend three (3) out of four (4) consecutive meetings prior to received voting rights at the fourth (4th) meeting. To retain voting rights, you must not miss more than two consecutive meetings. If you do miss two consecutive meetings, then you must start over by attending no less than two consecutive meetings to reinstate your voting rights. It is the responsibly of the secretary to hand the Chairman/President a list of eligible voters at the beginning of each meeting.
Members Second Year and Longer: If a member misses more than two consecutive meetings due to circumstances beyond their control, the member may make a request of the Board of Directors to keep their voting rights. The Board of Directors will take a majority vote deciding to count the members absence.
Voting for Board of Directors: One voting member may vote during election time that holds a valid, non-expired USABMX membership. If the member is under the age of 18, that member may have one parent/guardian that maintains a Voting Member Status (section 2.2) vote on that one member’s behalf. If there are two underage members in one household, there must be two valid voting members placing votes under each separate USABMX membership. The same one person may not place more than one vote.
Section 2.3 Motions: A Voting Member is entitled to put a motion on the floor for discussion and vote; however, only for matters that are not regarding policies and procedures or financials of SFBMX. Motions concerning policies and procedures and financials may only be put on the floor and voted on by the Board of Directors. Exception, the Voting Members are entitled to put a motion on the floor and vote for any changed regarding SFBMX’s BYLAWS or Articles of Incorporation.
Section 2.4 Voting Members Quorum: A quorum will consist of at least a majority of all Voting Members.
Board of Directors
Section 3.1 General Powers: The Board of Directors (the Board) shall be responsible for governance, the ongoing process of due diligence to assure the health and effectiveness of the organization. The Board shall have the power to govern the affairs and property of the organization in keeping with policies it establishes that define the Board’s scope of authority and limitations. The Board is solely responsible for voting on motions that affect the organization’s policies and procedures and financials, including but not limited to, any contractual agreement with third parties, signature of checks and secondary signing of checks, handling all monies in absence of the Treasurer and financial decision of major and permanent track improvements.
Section 3.2 Number of Directors: The Board shall consist of at least five (5) and no more than nine (9) members as determined from time to time by the Board.
Section 3.3 Tenure: Directors shall serve a term of two (2) years from the date of their election. A full two-year term shall be considered to have bene served upon the passage of two (2) annual meetings but may serve up to four (4) consecutive years. Directors shall take office immediately following the close of the annual meeting at which they are elected after that years season has ended. No Director shall serve more than two (2) consecutive four-year terms. Directors can seek re-election to the Board after having been off the board for an entire one-year term unless they are fulfilling another Directors of the Board position. Fulfilling an incomplete term is not considered part of the term limit.
Section 3.4 Board Members: Members of the Board of Directors shall adhere to all policies and procedures established by the Board of SFBMX.
Section 3.5 Composition of the Board of Directors: Board members shall be sought who reflect the qualifications and diversity determined by the Board in its policies. SFBMX will have a continued discounted race fee for the Board of Directors self or immediate family members (spouse, child, self) during single point races at SFBMX. Single points race fees will be $5.00 per race to cover the cost of trophies or saver stamps. If the discounted persons/race will be racing in multiple races the added races will be charged $1/race plus service fees for credit card use. The Board of Directors immediate family or self shall also receive discounted rates in concessions. The discounted rate will include 50% off regular priced food/drink items.
Section 3.6 Nomination and Election: The Election committee shall present a slate of Voting Members eligible for election at the annual meeting. All Voting Members are entitled to vote as long as all requirements under section 2 have been met. The newly elected Board members shall take office immediately following the close of the meeting and season end at which they are elected.
Section 3.7 Vacancies: Any vacancy occurring in the Board of Directors and any position to be filled by reason of an increase in the number of Directors may be filled up recommendation of a qualified candidate. A Director elected to fill the vacancy shall be elected for the unexpired terms of his/her predecessor in office.
Section 3.8 Resignation: A director may resign at anytime by filling a written resignation with the Chair of the Board. Also if required through USABMX, the means of filling out the official documentation including a signature to be submitted with USABMX if that position is the Track Operator. That one person shall be removed of any social media, financial and/or track operation handles by the Board immediately if necessary.
Section 3.9 Removal: The Voting Members may remove any Officer of Directors for cause by two-thirds (2/3) vote of all Voting Members meeting requirements in section 2, at any regular or special meeting of the Board, provided that a statement of the reason(s) shall have been mailed by registered mail or delivered by hand to the Officer or Director proposed for removal at least thirty (30) day before any final action is taken. This statement shall be accompanied by a notice of time and place where the Voting Members are to take action on the removal. The Officer or Director shall be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice. Any vacancy caused by removal will be filled in accordance with Section 3.7.
Officers of the Board of Directors
Section 4.1 Positions: There shall be five (5) elected officers of the Board of Directors and no more than nine (9): Track Operator (Chair), President, Vice President (Vice Chair), Secretary, Grounds Supervisor, Concessions Clerk and Treasurer. The added additional roles and qualifications of these Officers shall be determined by the Board in its Policies and Responsibilities. (Copies to be held in concessions/registration, on SFBMX website or can be given upon request.)
Section 4.2 Nomination and Election: The Governance Committee shall present a slate of Officers to the Board of Directors. The nominated Officers shall be drawn from among the members during SFMBX open hours of operation any time between October 31st to December 15th – the end of the termed season. Nominations will stand open for at least two (2) consecutive open days at SFBMX but no more than five (5) consecutive open days at SFBMX. The nominated time period must be announced for all voting members at the meeting prior to the nomination month. Nominations for officers shall meet required voting member criteria, have volunteered at least fifteen (15) hours of time during the current nominated season SFBMX and accept the nominated role and responsibilities.
The nomination of Officers shall close at the end of registration of the day announced at the previous meeting. Nominations must be done in person and the nominated member must have verbally accepted the nomination and responsibilities stated for the Board of Directors position. The election shall be held at the year end annual meeting of the Board and members. The newly elected Officers shall take office immediately following the year end seasons closing December 15th and meet at the close of the voted in meeting at which they are elected and the term of office shall be one year.
Section 4.3 Tenure: The term for each Officer shall be the one-year period commencing with the date of the annual meeting of the members following the year end season on December 15th. No single individual may be elected for more than two (2) consecutive four-year terms in any single office.
Section 4.4 Chair Succession: In cases of temporary absence, the succession shall be Vice Chair, Treasurer and then Secretary. In the event that the elected Chair is unable to fulfill his/her term, the Vice Chair shall become Chair. The Vice Chair position shall not automatically succeed to the Chair. Any individual Board member shall be a candidate for Chair.
Section 5.1 Regular and Annual Meetings: Quarterly meetings of the membership will be held at the _____ day approved by the board during the first annual meeting in at least each third month of the season. Quarterly meetings date shall be given one of which will be the annual meeting held in Tennessee of each year. Notice shall be given to each Voting Member at least seven (7) days prior to the date of a reschedule of any one regular meeting.
Section 5.2 Special Meetings: Special meetings of the Board of Directors may be called by the Chair or by a majority of the Board filing a verbal, email, GroupMe app or written request for such a meeting with the Chair and stating the object, date of requested meeting and hour therefore. Due notice of special meetings shall be given seven (7) days prior to such a meeting.
Section 5.3 Quorum: One-half (1/2) plus one (1) of the Directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors, except where otherwise required by the Bylaws. Voting is a majority unless otherwise specified by these Bylaws.
Section 5.4 Meeting Format: The board shall select the meeting format in any method allowed by the laws of the state of Tennessee for a not-for-profit organization. Any such meeting, whether regular or special, complying with Sections shall be recorded and kept copes for at least four (4) years past the termed ended. Records shall be kept by paper files, electronically and readily available to any requested board, bank, financial or voted member upon request.
5.1 or 5.2 Shall constitute a meeting and shall subscribe to the policies, procedures and rules adopted by the Board and stated in these Bylaws.
Section 5.5 Meeting Notice: Notice of all regular and special meetings, an agenda of all items to be discussed at such meetings and agenda support materials shall be circulated to all Voting Members and/or Directors at the meeting. Any Voting Member or Director may waive notice of any meeting to review documented material that shall be voted upon until the next meeting. If a special meeting shall be made for a specific voting prior to the next scheduled months meeting, it shall be announced and decided prior to the end of the current meeting. The attendance of a Voting Member or Director at any meeting also shall constitute a waiver of notice of such meeting, except where a Voting Member or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5.6 Action: Any action required by the Board of Directors may be taken without a meeting if all Directors receive notice of said proposed action in writing or by electronic transmission and a majority of Directors consent thereto in writing or by electronic transmission that included all voters. Response to the information shall constitute a waiver of notice requirements. The writing(s) or electronic transmission(s) shall be filed with the minutes of proceedings of the Board and maintained in the official files following into the next meeting. The quorum requirement for any such action shall be as stated in Section 5.3
Section 5.7 Proxy and Alternates: Voting by proxies shall not be permitted.
The Board of Directors shall have the discretion to appoint a chief staff person and other staff personnel who shall be responsible for carrying out the work of SFBMX track duties and/or responsibilities in accordance with the policies established from time to time by the Board of Directors.
Section 7.1 Establishment and Operation of Committees: The Board of Directors shall establish such committees and task forces as advisable to assist with the governance without compromising the Board’s authority and in keeping with the policies established by the Board.
Section 7.2 Appointment of Committee Chairs: These committees shall operate in accordance with the roles and policies established by the Board. The Chair, in consultation with the Vice Chair person(s), shall appoint committee chairs.
The fiscal year of the organization shall be the calendar year.
Rules of Order
The rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings as close to the rules as possible by those of the directed official known will and knowledge of SFBMX members and Board. Except where they may be in conflict with these Bylaws or other policies adopted by the Board of Directors. The Bylaws rules and policies will override any other rules and policies other than those created by USABMX.
SFBMX will indemnify its directors and volunteers to the fullest extent permitted by the laws of the state of Tennessee and sanctioned rules of USABMX.
These Bylaws may be amended at a regular meeting by a two-thirds (2/3) vote of all Voting Members provided that notice of the proposed amendment, together with a copy thereof, will be distributed to each Voting Member at the previous meeting prior to the meeting at which the amendment is to be considered after the date of 2020 which gapped Bylaws from 2014 and previous non-existing current Board Directors.
In the event of the dissolution of SFBMX and after the payment of all debt and return of charitable contributions as appropriate, all assets shall be distributed to an IRS 501c organization, selected by the Board of Directors and reflective of SFBMX’s missions.