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 California Bicycle Racing (CBR) as a member organization.

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 California Bicycle Racing (CBR) as a member organization.

August 20, 2006: Bylaw C, Section 1 amended to again add California Bicycle Racing (CBR) as a member organization;

February 14, 2008: Bylaw C, Section 1amended to add Cycling Organizers Group (COG) as a member organization.

February 1, 2010: Bylaw C, Section 1 amended to remove COG, given that they never consummated their membership.

June 25, 2012: Bylaw C, Section 1 amended to delete American Cycling Association (ACA) and California Bicycle Racing (CBR) .

 

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 (ABR),

Oregon Bicycle Racing Association (OBRA).

 

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.