The Chattanooga Chapter of
The Southern Off-Road Bicycle Association
NAME, MISSION & PURPOSE
1.1 Name, Mission & Purpose. The name of the organization shall be the Chattanooga Chapter of the Southern Off-Road Bicycle Association, Inc. The organization shall be referred to herein as “SORBA Chattanooga.” The mission and purpose of SORBA Chattanooga shall be as set forth in the By-Laws of the main Southern Off-Road Bicycle Association, Inc., as it presently exists or is hereafter amended and any other programs and activities consistent with the same.
MEMBERSHIP & DUES
2.1 Membership and Dues. The types and terms of membership and the appropriate dues and the manner and method of payment shall be as set forth in the By-Laws of the main Southern Off-Road Bicycle Association, Inc., as it presently exists or is hereafter amended.
3.1 Responsibilities. SORBA Chattanooga shall comply with all Chapter Responsibilities set forth in the By-Laws of the main Southern Off-Road Bicycle Association, Inc., as it presently exists or is hereafter amended.
4.1 General Powers. The affairs of SORBA Chattanooga shall be managed by its Board of Directors.
4.2 Number. The number of directors shall be six (6) or more.
4.3 Election. Directors (other than the initial Directors) shall be elected at the annual meeting of directors. The Board of Directors shall consist of all Officers and the Membership Coordinator, Advocacy Coordinators and any other Coordinator positions as the Board of Directors may from time-to-time create by action of the Board.
4.4 Term. The term of office of each director shall be until the next annual meeting of directors and the election and qualification of a successor.
4.5 Removal. Any or all of the directors may be removed with or without cause by vote of the two-thirds (2/3) of the directors then in office.
4.6 Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.
4.7 Compensation. Directors as such shall not receive any salaries for their services, however officers may be reimbursed actual expenses incurred. Nothing herein contained shall be construed to preclude any director from serving SORBA Chattanooga in any other capacity and receiving reasonable compensation therefore.
5.1 Annual Meetings. An annual meeting of the directors of SORBA Chattanooga shall be held on the second Monday in January of each year, or at a time which is within the six (6) months following the close of any fiscal year, if the notice of the meeting designates it as an annual meeting.
5.2 Special Meetings. Special meetings of the directors may be called by the chairman of the board, the president, the secretary or a majority of the board of directors.
5.3 Place of Meetings. Directors' meetings shall be held in Chattanooga or at any other place, within or without the State of Tennessee, as the directors may from time to time select.
5.4 Action by Consent. Whenever directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by a majority of the directors and delivered to SORBA Chattanooga to be filed with the minutes of the directors. Action by less than unanimous written consent may not be taken with respect to any election of directors.
5.5 Notice Requirements. Notice of annual and other regular meetings and of any special meeting, setting forth the place, time and date of the meeting, shall be given to each director, by any usual means of communication, not less than seven (7) days before the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or any waiver of notice.
5.6 Quorum. At all meetings of the board, a majority of the number of directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present and a meeting may be adjourned despite the absence of a quorum.
5.7 Conduct of Meetings. The board shall elect a chairman from among its members by majority vote at the annual meeting of the board, and a vice chairman and such other board officers as the board may determine to be advisable. The chairman, or in his absence the vice chairman, shall preside at board meetings. The order of business at any meeting of the Board of Directors shall be as follows:
(a) Determination of directors present and existence of quorum.
(b) Proof and filing by secretary of notice of meeting, if notice required.
(c) Reading and disposal of prior unapproved minutes of the board.
(d) Reports of officers.
(e) Unfinished business.
(f) New business.
5.8 Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
5.9 Voting. The vote of a majority of the members present at a meeting at which a quorum is present shall be the act of the board or any committee.
6.1 Officers. The officers of SORBA Chattanooga shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article.
6.2 President. The President of SORBA Chattanooga shall be SORBA Chattanooga's principal executive officer and shall exercise general supervision and control over all the business and affairs of SORBA Chattanooga. The President shall have such other powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed by the Board of Directors.
6.3 Vice President. The Vice President shall have the duties of the president at meetings in the absence of the President, and have such powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed by the President or Board of Directors.
6.4 Secretary. The Secretary of SORBA Chattanooga shall be the custodian of and shall maintain the corporate books and records and shall be the recorder of SORBA Chattanooga's formal actions and transactions. The Secretary shall have such other powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed by the President or Board of Directors.
6.5 Treasurer. The Treasurer of SORBA Chattanooga shall be its chief fiscal officer and the custodian of It’s funds, securities, and property. The Treasurer shall have such other powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed by the President or the Board of Directors.
6.6 Membership Coordinator. The Membership Coordinator of SORBA Chattanooga shall be in charge of membership retention and recruitment. The Membership Coordinator shall have such powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed by the President or Board of Directors.
6.7 Advocacy Coordinator. The Advocacy Coordinator of SORBA Chattanooga shall organize all of the organization’s advocacy efforts and shall have such powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed by the President or Board of Directors.
6.8 Other Coordinators. The Board of Directors shall have the power to create, for the duration of their term, any other Coordinator positions to facilitate of the programs and activities of SORBA Chattanooga, and may assign to said Coordinators such powers, duties and authority as it deems necessary.
6.9 Election and Term of Office. The officers of SORBA Chattanooga shall be elected annually by the SORBA-Chattanooga membership at the regular annual meeting of the Board of Directors. Each individual membership present shall be entitled to one vote, each family membership shall be entitled to two votes, which need not be the same, and organizational memberships shall not be entitled to any vote. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualifies except as otherwise provided in these bylaws.
6.10 Resignation and Removal. Any officer may resign at any time by delivering notice to SORBA Chattanooga. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Any officer may be removed by the vote of a majority of the entire board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
6.11 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
6.12 Powers and Duties. All officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives as this corporation.
6.13 Indemnification. SORBA Chattanooga, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of SORBA Chattanooga; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided here under shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification here under. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
7.1 Committees. Committees not having and exercising the authority of the Board of Directors in the management of SORBA Chattanooga may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the President of SORBA Chattanooga. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of SORBA Chattanooga shall be served by such removal.
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
8.1 Contracts. The Board of Directors may authorize any officer or officers or agent or agents of SORBA Chattanooga, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of SORBA Chattanooga, and such authority may be general or may be confined to specific instances.
8.2 Checks. Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of SORBA-Chattanooga, shall be signed by such officer or officers or agent or agents of SORBA Chattanooga, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of SORBA Chattanooga.
8.3 Deposits. All funds of SORBA Chattanooga shall be deposited from time to time to the credit of SORBA Chattanooga in such banks, trust companies, or other depositories as the Board of Directors may select.
8.4 Gifts. The Board of Directors may accept on behalf of SORBA Chattanooga any contribution, gift, bequest, or devise for any purpose of SORBA Chattanooga.
BOOKS AND RECORDS
9.1 Books and Records. SORBA Chattanooga shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising any of the authority of the Board of Directors.
10.1 Fiscal Year. The fiscal year of SORBA Chattanooga shall be the calendar year.
AMENDMENT OF BYLAWS
11.1 Amendment of Bylaws. The bylaws of SORBA Chattanooga may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least seven (7) days' notice is given of the intention to alter, amend, or repeal or to adopt new bylaws at such meeting.
12.1 Controlling Authority. Notwithstanding any provision of these bylaws, any matters set forth herein contrary to applicable law or the articles of incorporation and or bylaws of the main Southern Off-Road Bicycle Association, Inc., shall be controlled by such applicable law or the articles of incorporation and/or By-Laws of the main Southern Off-Road Bicycle Association, Inc.