FIAC Bylaws
Amendment
log
April
2002: Bylaws adopted by unanimous consent of the board of directors.
October
12, 2002: Bylaw C, Section 1 amended to add
January
1, 2003: Bylaw C, Section 1 amended to delete Northern California-Nevada Cycling Association (NCNCA), as a member
organization.
March
29, 2003: Bylaw D, Section 1 amended to authorize Alternate Directors.
April
9, 2004: Bylaw C, Section 1 amended to delete
August
20, 2006: Bylaw C, Section 1 amended to again add
February
14, 2008: Bylaw C, Section 1amended to add Cycling Organizers Group (
February
1, 2010: Bylaw C, Section 1 amended to remove
June
25, 2012: Bylaw C, Section 1 amended to delete American Cycling Association (ACA)
and
A. Corporate Name, Purposes, and Emblem
Section
1.
The name of the Corporation is Federation of Independent Associations for
Cycling (FIAC).
Section
2.
The purposes of FIAC are those stated in its Articles of Incorporation.
Section
3.
The emblem of FIAC shall be determined by the Board of Directors. No person or
organization may use the name or emblem of FIAC in advertising, soliciting
goods or services, or promotion of goods, services, or events, without the
written consent of FIAC.
B. Regulations
Section
1. FIAC is governed by the following documents which,
taken as a whole, are called FIAC Regulations and take precedence in the
order listed:
(1) Articles of Incorporation,
(2) These Bylaws,
(3) Governance Policy,
(4) Racing Rules.
Section
2.
In interpreting FIAC Regulations, the feminine gender shall be substituted for
the masculine, the plural for the singular, and the singular for the plural
where such substitution is consistent with the context.
C. Members.
Section 1. The following organizations are members of FIAC:
American Bicycle Racing (
Section 2. Organizations
may become Member Associations of FIAC provided that they conduct bicycle
racing programs, meet all requirements specified in these Bylaws, are accepted
as members by the Board of Directors and pay fees as specified by the Board of
Directors. Member Associations must
observe all FIAC Regulations and agree to:
(a) Not discriminate in admitting its individual members
or licensees on the basis of race, color, religion, age, sex, sexual
orientation, or national origin;
(b) Recognize licenses of other Member Associations as
valid for competition in events for which it issues race permits;
(c) Release FIAC from any liability stemming from event
permits that are issued by the Association.
D. Board of Directors
Section
1. Each Member Association
shall have one seat on the Board of Directors and may select or replace
that person in whatever manner and according to whatever schedule it
chooses. However, any Director must be
at least at least 18 years of age. Each Member Association may select one or more
Alternate Directors and specify the conditions under which these persons may
temporarily replace their Director in voting on Board of Director issues. Such
conditions must be disclosed in advance to the Board of Directors.
Section
2. Any one or more members of the Board of
Directors or any committee thereof may participate in a meeting of such Board
or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time.
Section
3.
Any action
that may be taken by a meeting of the Board of Directors may be taken without a
meeting if consent in writing, setting forth the action so taken, is signed by
all Directors entitled to vote thereon.
Section 4. Resolutions
of the Board of Directors shall expire 24 months after adoption unless a
different expiration date is specified in the resolution. Resolutions of
committees of the Board of Directors shall expire at the next meeting of the
Board.
Section
5. Notice of Meetings
Part 1. Regular meetings of the Board of Directors
shall be held at such time and place as the board shall designate and notice of
such regular meetings need not be given.
Part 2. Special meetings of the Board may be held
upon the call of the President or upon the written request to the Secretary of
a majority of its members at such place as may be designated by the President
or in such written request, as the case may be. Notice of the time, place, and
purpose of any special meeting shall be given by the Secretary to each member
at least ten days before such meeting.
Part 3. Any Director may waive notice of any
meeting. Attendance by a Director at any meeting shall constitute a waiver of
such notice unless the Director attends the meeting only for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
E. Officers
Section
1. The officers shall fulfill responsibilities
specified below, subject to the control of the Board of Directors, and such
other duties as shall from time to time be assigned to them by the Board.
Part 1. The President of FIAC shall be a
Director and shall preside at all meetings of the Board of Directors. In
periods between meetings of the Board of Directors, he may interpret FIAC
Bylaws with the advice of Directors.
Part 2. The Secretary of FIAC shall act as
secretary at all meetings of the Board of Directors. In the absence of the
Secretary, the presiding officer may appoint any person to act as secretary of
the meeting. The Secretary shall prepare and submit minutes of Board of
Directors meetings and shall maintain a register of active resolutions and the
Policy Manual.
Part 3. The Treasurer of FIAC shall keep
correct and complete books and records of account and shall permit them to be
inspected by any FIAC member or their agents or attorneys for any proper
purpose at any reasonable time. The Executive Director shall serve as
Treasurer.
Part 4. The Vice Presidents shall carry out
the responsibilities assigned to them by the Board of Directors. In the absence
of the President, the Vice Presidents, in the order determined by the Board,
shall perform the duties of the President.
Section
2. At the first meeting of the Board of Directors in
even-numbered years, a temporary chairman shall be appointed by the board to
conduct the election of a President, Secretary and as many Vice Presidents as
the Board chooses. Any person who has served as President continuously for the
preceding five years shall not be eligible for re-election as President.
Part 1. Elections of officers of FIAC shall be decided by
a majority vote using a secret ballot with abstentions not being counted. If no
candidate receives a majority of the votes cast, another vote shall be held
between only those candidates whose total vote in the previous balloting
constituted a majority and who each received more votes than any candidate not
included in subsequent balloting. This process shall be repeated until one
candidate receives a majority.
Part 2.
The terms of officers shall run until:
(a) Their respective successors are elected and
qualified, or;
(b) They cease being Directors, resign or are removed
from office in accordance with procedures established by law and FIAC
Regulations.
Part 3. Any officer may be removed by a majority
vote of the Board with or without cause.
Part 4. A vacancy in any office because of death,
disability, resignation, removal, disqualification or otherwise may be filled
for the unexpired portion of the term by the Board of Directors at any meeting.
F. Meetings
Section
1. At all meetings of FIAC, including its board
or committees, except where stated otherwise in these Bylaws, a majority of the
members of a given body shall constitute a quorum.
Section
2.
All meetings of the Board of Directors and
committees shall be governed by the current edition of Roberts Rules of
Order Newly Revised in all cases in which it applies and in which it is not
inconsistent with FIAC regulations. In any board or committee meeting, a
request for a roll call vote by any voting member shall be honored.
Section
3. All meetings of FIAC and of its board of directors
shall be open to the public, however an executive or closed session of
Directors may be held if requested by a majority vote of the members of the
meeting body present, but no Director may be excluded from any meeting.
Section
4. Wherever formal notice is to be given under FIAC
Regulations, the notice shall be deemed delivered when sent by facsimile or
electronic mail service, at the stated delivery commitment time when deposited
with a commercial courier, or three days after deposit in a properly-addressed
postage-paid envelope in the United States mail.
Section
5. Failure of literal or complete compliance with
respect to date and times of notice or the sending or receipt of the same, or
errors in phraseology of the notice of proposals, which in the judgment of a
majority of the members attending a meeting does not substantially abridge the
rights of members, shall not invalidate the actions or proceedings at that
meeting.
G. Conduct
Section 1. No Director
or voting member of a FIAC committee shall hold a position paid from FIAC
general funds, but may receive an honorarium. Any such honorarium must be
specifically approved by the Board of Directors.
Section 2. On a quarterly basis, the Treasurer shall compile a
list of payments by FIAC, other than reimbursement of expenses, that have been
made to Directors or their spouses or to any business entity in which the
Director or spouse has 10% or more financial interest, as well as any debts to
FIAC by any of these entities that are 60 days or more past due. This
disclosure shall be distributed to the Directors and made available to the
public.
Section 3. Indemnification
Part
1. FIAC shall, to the maximum
extent permitted by Colorado law in
effect from time to time, indemnify each of its Directors, officers, and
employees, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact any such person is or was acting on behalf of FIAC.
Part
2. The Board of Directors may,
to the maximum extent permitted by Colorado law in effect from time to time, authorize the purchase and
maintenance by FIAC of insurance on behalf of its Directors,
officers, and employees against liability asserted against
or incurred by their acting on behalf of FIAC.
Section 4. All Directors, employees, and other agents of FIAC are obligated to:
(a) Ensure
that FIAC adheres to the applicable rules, regulations, and policies of
federal, state, and local government;
(b) Devote
themselves, FIAC, and Associations to conduct which, in letter and spirit, is lawful, honest, dependable and fair;
(c) Conduct
themselves in ways which promote the aims and objectives of the corporation and
which enhance the reputation of FIAC and cycling;
(d) Place
the interests of the entirety of FIAC ahead of local or personal interests in
cycling, including voluntarily absenting themselves from discussions of issues
in which they have a financial interest unless they are required to be present
to answer questions as recognized representatives of those interests;
(e) Give prudent
consideration to issues, taking into account established FIAC policies and
precedents, needs for confidentiality regarding proprietary and sensitive
information, and the legal, financial and administrative effects of proposed
actions;
(f) Fully
inform responsible FIAC authorities in a timely and documented form of matters
about which the authorities may be unaware, including not only business
opportunities, policy alternatives, and organization needs, but also any
actions, no matter who is responsible for those actions, which are contrary to
policy, or are damaging to FIAC or are improper, unethical, or unlawful;
(g) Assist
the employees, volunteers, and Directors of FIAC and its Associations to create
and maintain an effectively functioning organization always respecting the
responsibility and authority of those to whom implementation of FIAC policies
and goals has been entrusted;
(h) Neither give nor receive gifts, cash, travel, hotel accommodations,
entertainment, or favors except those of nominal value exchanged in the normal
course of business;
(1) The trading of pins and
mementos is accepted conduct;
(2) Invitations from sports, media, or other
organizations to attend sports and social events of more than nominal value may
be accepted if they are part of open and generally accepted practices, serve to
promote the best interests of FIAC and its Associations, would not embarrass
the individual or FIAC if publicly disclosed, and do not compromise the
objectivity or integrity of the recipient or donor;
(3) Gifts and favors of more than one hundred US dollars (US$100) value should not ordinarily be accepted, but if the circumstances render it awkward to refuse such a gift the donor should be thanked and told that the gift is being accepted on behalf of, and will be delivered to, FIAC or a Member Association.
H. Amendments
Section 1.
Amendments to FIAC Regulations may be made only by the Board of
Directors. Amendments to the Articles of Incorporation or Bylaws must be
approved by at least two-thirds of the total votes cast, abstentions not being
counted, and by a quorum. Other
regulations may be amended by a simple majority and by a quorum.