Cobra BMX By-Laws
~~ By-Laws of the Central Ohio Bicycle Racing Association, Inc.
C.O.B.R.A. BMX Inc.
Article One: Organization
1. The name of this organization shall be C.O.B.R.A. BMX Inc.
2. The Organization shall have a seal, which shall be in the following form:
3. The membership may at its pleasure and by a ‘yea’ vote of ¾ths of the total membership body change its name at any time.
Article Two: Purposes
The specific and primary purpose of this corporation is to foster the sport of BMX in Columbus and central Ohio. The organization shall promote a BMX program to include racing, practicing and training at the BMX track located inside Heer Park – 120 Williams Rd. Columbus, Ohio.
1. The property of this corporation is irrevocably dedicated to the charitable promotion of BMX racing, including for such purposes; the making of donations to exempt organizations under section 501(c)(3) of the IRS code or corresponding section of any future tax code. No part of the income or assets of this corporation shall at any time be distributed to/for the benefit of any director, officer or member thereof, or to/for the benefit of any private individual.
2. The organization shall be responsible for the promotion of BMX activities sanctioned by USABMX and shall enforce the rules and regulations governing BMX activities as promulgated by USABMX.
3. The membership may at its pleasure and by a ‘yea’ vote of ¾ of the total membership body change the governing/sanctioning organization of the corporation.
Article Three: Membership
Membership in C.O.B.R.A. will be open to those who actively participate, promote and/or support participants in BMX activities at Heer Park – 120 Williams Rd. Columbus, Ohio. However, to be eligible to vote in year-end elections members shall have completed, in the last 12 months, one or more of the following:
1. Have attended at least 75% of C.O.B.R.A. board meetings
2. Have participated in at least 3 organized track work days at Heer Park
3. Have participated as a volunteer during C.O.B.R.A. activities at least 5 times
All members are expected to act in a sportsmanlike manner at all times.
All members are expected to promote the sport of BMX and welcome new riders/spectators in a warm and friendly manner.
All members are expected to lead by positive example, treating track officials, members and guests with respect at all times.
Article Four: Meetings
The annual meeting of the membership for the purpose of electing officers and board members shall be held at a time and place to be designated by the board of directors. The meeting shall be coordinated and held at a convenient time and location to accommodate the attendance of as many members of the organization as is possible. The board of directors shall meet monthly on the first Thursday of each month at a location to be determined by the board of directors.
The Secretary shall cause to be emailed to every member in good standing, at their address as it appears in the membership roll of the organization, a notice advising the time and location of such meeting which shall not be less than 7 days nor more than 30 days from the date of said notice.
The presence of not less than 50% of the board members shall constitute a quorum and shall be necessary to conduct the business of the organization.
Special meetings of this organization may be called by the President when he/she deems it necessary for the best interest of the organization. At the request of the majority of the board members or a majority of the members of the organization, the President shall cause a meeting to be called. Such request shall be made in writing at least 14 days but not more than 30 days prior to requested date.
The secretary shall cause to be emailed to all members in good standing, at their address as it appears in the membership role a notice, which states the reason for the meeting, business to be transacted and who called said meeting. No other business but that specified in the notice may be transacted at such special meetings without the unanimous consent of all present at such meeting.
Article Five: Voting
At all meetings except for the election of officers and or board members, all votes shall be taken by voice or the raising of hands. For the election of board members and/or officers blank ballots shall be provided and the voter shall write in the name of their choice, or by another method deemed acceptable by the Board. The President shall refrain from election voting except when a tie exists, the President’s vote will then be used to settle the tie.
Article Six: Order of Business
1. Roll Call
2. Reading of the minutes of the previous meeting and any action taken thereon
3. Reports of committees
4. Reports of officers
5. Elections of Officers and/or board members – when required
6. Old and/or unfinished business
7. New Business
8. Good and welfare of the organization
Article Seven: Board of Directors
The business of this organization shall be managed by a board consisting of at least 5 board members but no more than 9 board members. The board shall be nominated and elected by the popular vote of the organization’s total membership in November and shall take office in January serving a term of 1 (one) year.
The Board of Directors shall be responsible for the control and management of the affairs and business of this organization. Such board shall only act in the name of the organization when it shall be regularly convened by its chairman and after due notice to all directors of such meeting. A simple majority of the members of the board shall constitute a quorum and shall be necessary to conduct board business. Board meetings shall be held on the third Thursday of every month – a minimum of eight (8) times per year.
Each member of the Board of Directors shall have only one vote at any and all board meetings even if they hold more than one office. In the case of a tie the President shall cast the tie breaking vote.
A Board of Directors meeting may be held in person, by telephone, Facebook, email or other suitable means and any such meeting shall be memorialized in written minutes, copies of which shall be provided to the organization’s members upon request.
All Board of Directors meetings shall be open to the membership. The board is never to hold closed meetings and shall either provide the membership with notice of its meetings or a written report as to the results of those meetings when notice of meeting is not practical.
Each Board Member shall have one proxy vote per calendar year.
Vacancies during the year in the Board of Directors shall be filled by a vote of the majority of the remaining members of the board for the balance of the year.
The Board of Directors may, from time to time change, alter, enact or remove such rules and regulations governing its meetings if the board determines said change is necessary for the proper execution of board business. Changes, alterations, enactments, etc. must acquire a board vote of 75% of members attending said meeting when changes are made.
No board member or officer of this organization by reason of his/her office shall be entitled to receive any salary or compensation other than that in connection with reimbursement for expenses in connection with their service to the organization.
Article Eight: Organizational Structure
Vice President/Track Operator
Trustee – Communication Representative
Trustee – Clerk of Course
Trustee – Volunteer Coordinator
Trustee – Assistant Track Operator
Trustee – Assistant Track Operator
The president of Cobra BMX should be an individual who can represent the organization positively in the community. This individual will provide structure to the board and advocate for the organization. A good president will create a positive environment ensuring all board members understand their responsibilities and are able to fulfill them. The president will represent the board as whole and not act as a staff supervisor; he/she must be able to delegate to ensure board effectiveness.
The President shall see all books, reports and certificates are, as required by law properly kept and filed.
The President shall preside at all meetings and set meeting agendas. He/she shall present at the annual meeting of the organization an annual report of the work of the organization.
The President shall appoint committee chairs as needed and will ensure board members and volunteers receive the proper training to fulfill the duties assigned.
The President shall have such powers as may be reasonably construed as belonging to the Chief Executive Officer of any organization
The President shall have one vote at every meeting of the membership but this vote shall only be exercised if it is necessary to break a tie.
The vice president of Cobra BMX must participate as a vital part of the board. He/she should attend all meetings and understand the president’s responsibilities. The vice president should assist the president with their role – as a consultant, and be prepared to perform the president’s duties in his/her absence. The vice president should also act as the Track Operator and be a signing officer for the organization. As the Track Operator, the vice president is responsible for overseeing the day to day operations of Cobra BMX.
The VP/TO will serve as the Head Official to ensure that USABMX rules and sanctions are followed. He/she should chair the track maintenance committee to make certain proper conditions exist for sanctioned events.
The VP/TO must conduct a yearly meeting to set the calendar of events for the organizations events the following year.
The Vice President shall have one vote at each meeting of the membership.
The Secretary shall keep the minutes and records of the organization in an appropriate and up-to-date manner. He/she should keep copies of the organization’s by-laws and minute log, and shall keep lists of board members, committees, attendance etc.
The Secretary shall be the custodian of all records, passwords, codes etc. as well as the seal of the organization.
It shall be the Secretary’s duty to file certificates, reports, permits, etc. as required by statute; local, state and/or federal.
The Secretary shall give and serve all notices to members of this organization as required by these by-laws.
The Secretary shall be a signing officer and shall attend to all official correspondence of the organization He/she shall present at meetings, any communications relevant to his/her duties regarding the operation of the organization
The Secretary shall have one vote at each meeting of the membership.
The treasurer of Cobra BMX will oversee the organization’s financial transactions to ensure financial compliance/ health. As chairman of the financial committee the treasurer will guide the board’s financial policy and ensure that it is followed at all times. He/she will lead the organizations budget preparation and monitor the budget’s implementation. The treasurer must prepare all financial reporting forms for Cobra BMX and oversee all of the organization’s bank accounts/transactions. He/she will report the organization’s finances to the board and keep the board informed of all financial decisions/issues. The treasurer’s signature should appear on all checks along with another signing member of the board
The treasurer shall cause to be deposited in a regular business bank account or trust company, a sum not to exceed $7500.00. The balance of the funds, if any shall be deposited into an interest bearing account, to be insured by the FDIC. Such funds shall be invested in such investments as shall be legal for a savings bank in the state of Ohio
The outgoing treasurer shall render within 45 days after the election of new officers, a written account of the finances of the organization. Further, the treasurer within said 45 day period shall take whatever action necessary to transfer all accounts and financial information regarding Cobra BMX monies to the incoming treasurer. Said accounts and the written account of the finances shall be promptly reviewed by the board. If the board deems it necessary they may hire an independent accountant to verify the written account of the outgoing treasurer.
The Treasurer shall serve as chairperson of the financial committee.
The Treasurer shall have one vote at each meeting of the membership.
Trustee – Communication/Promotion Director
The Communication/Promotion Director is responsible for enhancing Cobra BMX’s image and exposure to the communities it serves and those necessary for the organization to grow and operate. This individual must be proficient with social media and should handle all press releases regarding Cobra BMX and its members’ BMX related activities to media outlets. The community representative should attend relevant local events to promote the organization and attract community involvement.
The Communication/Promotion Director can serve as a committee chairperson.
The Communication/Promotion Director shall have one vote at each meeting of the membership.
Trustee – Clerk of Course
The Clerk of Course must serve a vital role as part of the operation of organized events. He/she is responsible for overseeing membership registrations and rider registration at events as well as providing great customer service related to the event. The Clerk of Course shall oversee the posting, altering and recording of ‘motos’ during race events and shall log attendance records at other sanctioned events the organization may hold.A good Clerk of Course should work with the Track Operator to recruit and train volunteers who assist with track operations; Announcers, Corner Marshals, Stagers, Starters, Scorers etc.
The Clerk of Course should attend USABMX summit at the track’s expense to be trained to perform membership registration duties.
The Clerk of Course can serve as a committee chairperson
The Clerk of Course shall have one vote at each meeting of the membership.
Trustee – Volunteer Coordinator
The Volunteer Coordinator Trustee must serve a vital role as part of the operation of organized events. He/she is responsible for providing great customer service related to the event. This trustee must be able to plan and execute a volunteer schedule, account for inventory, handle money, greet riders and spectators, answer questions etc. A good coordinator should work with the Track Operator to recruit, train and reward volunteers who assist with concession operations, raffles, drawings, track positions etc.
The Volunteer Coordinator can serve as a committee chairperson.
The Volunteer Coordinator shall have one vote at each meeting of the membership.
Trustee – Assistant Track Operator
An Assistant Track Operator at Cobra BMX must be flexible and able to serve multiple roles to ensure the smooth operation of the organization. He/she should be able to run a sanctioned event at the track in the absence of the track operator and be willing to participate in the operation of sanctioned events. The assistant track operator should lead and/or assist with track maintenance on designated work days and assist other board members/committees with tasks related to their responsibilities. He or she should assist new riders/families and should work to recruit volunteers to serve roles at the track.
An Assistant Track Operator can hold a position of committee chairman.
An Assistant Track Operator shall have one vote at each meeting of the membership.
Article Nine: Committees
All Committee Chairman and members of this organization shall be appointed by the President. The term of office for all Committee Chairman or Member shall be for a period of one year unless terminated sooner by the action of the Board.
Article Ten: Fiscal Year
The fiscal year of this organization shall be the calendar year – January through December.
Article Eleven: Amendments
These By-Laws may be amended by a ‘yea’ vote of the simple majority of the membership at
any meeting providing that the substance of the proposed amendment was stated in the
meeting’s agenda prior to said meeting.
The proposed amendment should be submitted to the Board of Directors with a request that it be addressed at the next meeting of the membership. The request must be submitted 14 days prior to said meeting. Upon receipt of a request for the Amendment of these By-Laws the Board of Directors shall instruct the Secretary to make a copy of the proposed amendment available to the membership and notify members of the next meeting. Thereafter at such meeting, a ‘yea’ vote of the simple majority of the membership may amend the By-Law.
Article Twelve: Removal of Officers or Directors
The general membership can and may remove any officer or director of this organization without cause by a ‘yea’ vote of ¾ of those present at any meeting of the membership.
Article Thirteen: Meeting Rules of Order
All meetings held by the Central Ohio BMX Racing Association shall follow the ‘Robert’s Rules of Order’ to conduct and carry out its business.
Article Fourteen: Distribution of Assets
In the event of the dissolution of the Corporation the Board of Directors/Trustees shall, after paying all expenses or making provision for payment of all the liabilities of the corporation, dispose of all assets of the corporation in the following manner:
The Heer Park starting gate and Tara system (which consists of magnet, lights, control box and electrical cords) be donated to the City of Columbus Parks and Recreation Department for future use at the Heer Park BMX facility or donated to other BMX facilities in Ohio at the discretion of the Board of Directors/Trustees.