BYLAWS OF JUSTICE LEAGUE CYCLING
ARTICLE I – NAME AND PURPOSE
Section 1. Name
The name of the organization shall be Justice League Cycling (“Organization”).
Section 2. Purpose
The Organization is a nonprofit entity established to promote cycling, community engagement, health and wellness, and charitable initiatives.
ARTICLE II – DEFINITIONS
Organization: Justice League Cycling
Board: Board of Directors
Officers: Elected leadership positions
Member: An individual in good standing who has paid annual membership donations
Event: Any sanctioned ride or fundraiser
ARTICLE III – MEMBERSHIP
Section 1. Eligibility
Membership is open to individuals who support the mission.
Section 2. Annual Membership Donations
Annual membership donations are required.
Section 3. Term of Membership
Membership is valid for one (1) year from the date the annual membership donation is paid.
Section 4. Rights of Members
Members may:
• Vote in elections
• Participate in meetings
• Hold Board positions
Section 5. Removal of Membership
Membership may be revoked by a majority vote of the Board for conduct detrimental to the Organization.
ARTICLE IV – MEETINGS OF MEMBERS
Section 1. Annual Meeting
Held annually with at least seven (7) days’ notice.
Section 2. General Meetings
At least one (1) meeting per quarter.
Section 3. Quorum
A quorum consists of at least ten percent (10%) of active members in good standing, present in person or via approved virtual means. No official business may be conducted without a quorum.
ARTICLE V – BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors shall consist of the following officer roles:
• Chair
• Vice Chair (Safety Chair)
• Secretary
• Treasurer
• Ride Chair
• Outreach Chair
• Events Chair
• Publicity Chair
• Fundraising Chair (as needed)
Section 2. Eligibility
Board members must be active members in good standing.
Section 3. Term
One (1) year.
Section 4. Role Limits
No individual may hold more than two (2) Board positions.
Section 5. Attendance and Participation
Board members are expected to actively participate. Any member who misses three (3) consecutive meetings without notice or fails to fulfill responsibilities may be removed by majority Board vote.
ARTICLE VI – DUTIES OF OFFICERS
Chair
Presides over meetings
Sets direction and agendas
Appoints committees
Ensures accountability
Vice Chair (Safety Chair)
Acts in the absence of the Chair
Oversees safety and operations
Secretary
Maintains records and minutes
Manages communications
Treasurer
Manages finances and reporting
Prepares budget and collects annual membership donations
Ride Chair
Oversees rides and logistics
Outreach Chair
Builds partnerships and community engagement
Events Chair
Manages events and annual rides
Publicity Chair
Oversees branding, media, and promotion
Fundraising Chair
Leads fundraising strategy
ARTICLE VII – BOARD MEETINGS
Section 1. Regular Meetings
Held monthly.
Section 2. Special Meetings
Called by the Chair or two officers with three (3) days’ notice.
Section 3. Annual Planning Meeting
Held in December.
Section 4. Notice
Seven (7) days for regular meetings.
Section 5. Quorum
A majority (more than 50%) of currently filled Board positions.
Section 6. Voting
• Simple majority required
• Votes may be in person or via approved electronic means
Section 7. Major Decisions (2/3 Vote Required)
Annual budget
Major expenditures
Long-term contracts
Strategic changes
ARTICLE VIII – ELECTIONS
Section 1. Nominations
Made by members at the annual meeting.
Section 2. Voting
One vote per member per vacancy.
Section 3. Officer Selection
Officers selected by the Board.
ARTICLE IX – VACANCIES, RESIGNATION, AND REMOVAL
Section 1. Vacancies
Vacancies may be filled by the Chair's appointment. The Board may confirm or reject the appointment by majority vote.
Section 2. Resignation
Must be submitted in writing.
Section 3. Removal
Reasons include:
• Lack of participation
• Misconduct
• Failure to perform duties
Removal requires:
• Two-thirds (2/3) Board vote, or
• Majority vote of Members
Section 4. Board Accountability
The Chair may conduct periodic performance reviews.
ARTICLE X – COMMITTEES
The Board may establish committees as needed. Members and non-members may serve.
ARTICLE XI – FINANCIAL MANAGEMENT
Section 1. Oversight
The Treasurer provides financial reports. The Board approves major expenditures.
Section 2. Compensation
No Board member shall receive compensation. Reimbursement is allowed for approved expenses.
Section 3. Spending Authority
Routine expenses may be approved by the Treasurer within Board-set limits; larger expenses require Board approval.
Section 4. Contracts
Only Board-approved agreements may be executed. The Chair executes agreements on behalf of the Organization.
ARTICLE XII – CONFLICT OF INTEREST
Section 1. Duty to Disclose
Board members must disclose any actual or potential conflict of interest related to matters before the Board.
Section 2. Recusal
Any Board member with a conflict of interest shall recuse themselves from discussion and voting on the matter.
Section 3. Determination and Documentation
The Board shall determine whether a conflict exists and shall document all disclosures, recusals, and decisions in the official meeting minutes.
ARTICLE XIII – INDEMNIFICATION
The Organization shall indemnify Board members acting in good faith within the scope of their duties.
ARTICLE XIV – AMENDMENTS
These bylaws may be amended by:
• Two-thirds (2/3) Board vote, or
• Majority vote of Members with prior notice
ARTICLE XV – DISSOLUTION
Upon dissolution, assets shall be distributed to a nonprofit organization aligned with the mission and compliant with applicable laws.
ARTICLE XVI – PARTNERSHIPS AND SPONSORSHIPS
Section 1. Authority
All partnerships must align with the mission.
Section 2. Approval
Standard agreements require a majority vote of the Board.
High-value or multi-year agreements require a two-thirds (2/3) vote of the Board.
Section 3. Representation
Only authorized Board members may represent the Organization. The Chair is the primary representative unless delegated.
ARTICLE XVII – CODE OF CONDUCT
Section 1. Scope
This Code of Conduct applies to all members, participants, volunteers, and Board members during all Organization activities, events, and communications, including digital platforms.
Section 2. Standards of Conduct
All individuals shall conduct themselves in a respectful, professional, and safe manner consistent with the values of Justice League Cycling.
Section 3. Prohibited Conduct
• Harassment, discrimination, or intimidation
• Physical or verbal abuse
• Unsafe behavior that endangers others
• Actions that damage the reputation, integrity, or operations of the Organization
Section 4. Reporting and Review
Any alleged violation may be reported to any member of the Board. The Board shall review all reported incidents in a timely and impartial manner.
Section 5. Disciplinary Action
Violations of this Code of Conduct may result in:
• Verbal or written warning
• Suspension of membership privileges
• Removal from the Organization
All disciplinary decisions require a majority vote of the Board of Directors.
EFFECTIVE DATE
These bylaws take effect immediately upon approval by the Board of Directors.
RATIFICATION
All provisions of the Bylaws of Justice League Cycling are hereby ratified and remain in full force and effect.