Bylaws of

Mankato Area Mountain Bikers

March 2023

Article I – Name and Purpose

1.01.    Name: The name of the organization shall be the Mankato Area Mountain Bikers (MAMB). It shall be non-profit 501 (c) 3. 

1.02     Mission:  The mission of the Mankato Area Mountain Bikers (MAMB) is to organize those interested in building natural surface mountain bike trails in areas around Mankato, through cooperation and stewardship with land managers.  MAMB endeavors to

build sustainable, environmentally friendly trails that make the most of natural terrain

features and are cared for, and maintained, by those in the club.

1.03     Vision: To increase mountain biking opportunities in the Greater Mankato area.

Article II - Membership

2.01     Membership: Membership shall consist of the board of directors and members.

                        Article III – Board of Directors

3.01                 Board role and size: The board is responsible for overall policy and direction of the organization. The Board of Directors shall have 9 members. The board receives no compensation. The board shall consist of a President, Treasurer, Secretary, with (6) At large Board Members.

3.02     Terms:  Officer terms begin May 1st, odd numbered years and will serve 2 years. 

3.03     Meetings and notice: The Board will establish a regular meeting schedule and shall meet at least annually, at an agreed upon time and place. An official Board meeting requires that each Board member have written notice at least 1 week in advance and that the President shall set the agenda prior to the meeting.

            3.03 a. Special meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the Board. One week notice is not required if all board members agree to the time and place.

3.04     Board elections: During the regular early spring  meeting of each fiscal year of the organization, the Board of Directors shall elect directors to replace those whose terms will expire at the end of the fiscal year.

3.05                 New directors shall be elected by a majority of all individuals present at such a meeting, provided there is a quorum present. Directors so elected will serve a term beginning on May 1st that fiscal year.

3.06                 Quorum: A quorum must be attended by at least 5 of board members for business transactions to take place and motions to pass. In the absence of a quorum, a majority of the directors present may adjourn from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum.

3.07                Vacancies: When a vacancy on the Board exists mid-term, the Secretary must receive nominations for new members from present Board member two weeks in advance of a Board meeting.  These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next board meeting.  These vacancies will be filled immediately.

3.08                 Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary.  A Board member shall be terminated from the Board due to excess absences.  A Board member may be removed for other reasons by a three-fourths (3/4th) vote of the remaining directors.

3.9                         Act of the Board: The Board shall take action by the affirmative vote of a majority of the directors present at a duly held meeting. An action required to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present, in conformance with M.S.A. 317 A.239.

3.10                                  Absent Director: A director may give advance written consent of opposition to a proposal to be acted on at a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum. However, consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director had consented or objected.

3.11                                  Respect: Personal attacks, slander, and general disrespect towards members and the general public will not be tolerated.  Violating this is grounds for removal from the board.  Board members are representatives of MAMB as a whole, and are to display and act in a professional and courteous manner when representing MAMB.

3.12                                  Board Member Contract: All board Officers and Directors shall agree to and sign the MAMB Board Member Contract.  Officers or Directors not complying with contract will be addressed by the board.  If the members in questions actions are not brought to the standards of the contract they will be asked to step down from their position.

                                                            Article IV - Officers

4.01                 Officers and Duties: The officers of this organization shall be elected by all MAMB members attending voting session to be held during regularly scheduled Board meeting.

4.2                         Term: The officers shall be elected and hold their respective office for two years.  The Board of Directors with or without cause may remove any officer at any time. In case of death, disqualification, absence or inability to act of any officer of the organization or for any other reason the Board may deem sufficient, the Board may delegate the powers, duties or any of them, of any such officer to any other officer or to any director. The Board of Directors may fix the powers, duties and compensation of any officers not specifically provided for herein. 

4.3                         Vacancies: The Board of Directors may fill all vacancies in any office of this organization. Persons so elected shall fill any such vacancy for the unexpired term in respect to which such vacancy occurs.                       

4.04                See Separate “MAMB Officer Positions” Document for officer position listings and required duties.

                                                Article V - Committees

5.01                 Committee formation: The board may create committees as needed, such as special projects, bike events, communication, fund raising, etc.

Article VII – Contracts, Checks, and Funds

7.01                Contracts: The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the organization. Such authority may be general or may be confined to specific instances.

7.2                             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

                      the organization, shall be signed by such officer or officers or agent or

                      Agents of the organization 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 by any two other officers of the corporation.

7.3                            Deposits: All funds of the corporation shall be deposited to the credit of

                      the corporation in such banks, trust companies, and other depositories as the

                      Board may select in accordance with the requirements of Minnesota law.

7.4                           Gifts: The Board of Directors may accept on behalf of the organization any

         contribution, gift, bequest, devise for any purpose.

                                    Article VIII – Indemnification

8.1                     To the full extent permitted by Minnesota law, each person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding by or in the right of the organization), whether civil, criminal, administrative, or investigative, by reason of the fact that /he is or was a director or officer of the organization, shall be indemnified by the organization against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceedings. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrator of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section.

Article IX – Amendments

9.1                    Any director may purpose amendments to these By-laws by resolution with two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

Certification

These By-laws were approved at a meeting of the Board of Directors by a two-thirds majority vote on  

Secretary                                                                                                        Date

Board of Directors

Mankato Area Mountain Bikers