BYLAWS OF
THE GRIZZLY PEAK CYCLISTS, INC.

a California Nonprofit Mutual Benefit Corporation

Recent Changes, with Commentary — 11 June 2008

Article VII Section 4 as amended at the meeting of 9 January 2008.
Article VII Section 5 as amended at the meeting of 13 February 2008.
Article VII Section 2 and Article VII Section 9 as amended at the meeting of 12 March 2008.
Article V Section 2, Article V Section 4b(i), and Article VI Section 3d as amended at the meeting of 9 April 2008.
Article VI Section 3d, Article VII Section 6, and Article IX Section 4 as amended at the meeting of 14 May 2008.
Article V Section 1, Section 3, Section 4(b), and Article VII Section 4 as amended at the meeting of 11 June 2008.

Proposed additions are shown in bright blue italics, like this.
Proposed deletions are shown in purple strikeout text, like this.
(As of 11 June, all proposals have been acted on: either adopted or rejected.)
Changes that were part of the January (or subsequent) proposals and which have since been adopted are shown in grey-blue underlined text, like this.
Text from the pre-January bylaws which has been deleted as part of the adopted changes is shown in grey-blue strikeout text, like this.
Changes that were part of the January proposals but which have since been rejected are shown in dark blue strikeout italics, like this.
[Comments, not part of the bylaws or proposed changes proper, are in bracketed small green italics, like this. In some cases, the comments indicate alternative proposals.]
 

[This is an excerpt, showing only the sections with changes.]

ARTICLE V
MEETINGS OF MEMBERS

Section 1. Place of Meeting

Meetings of the membership shall be held at any place within the counties of Alameda or Contra Costa in the State of California designated by the board of directors. As an exception, a maximum of two meetings per calendar year may be held in the (combined) counties of Marin or San Francisco in the State of California, except that no meeting shall be held outside the counties of Alameda or Contra Costa at which annual or mid-term elections are to be held, or at which any director or principal officer may be removed (Article V Section 4b(i) and Article IX Section 4).

[This change was approved 11 June 2008. Phil M. first proposed allowing meetings in SF or Marin at our April meeting. The words "designated by the board of directors" were deleted in order to avoid conflict with Section 3, below.]

Section 2. Annual Election Meeting

The annual meeting of members for the purpose of electing directors and principal officers for the following year shall be held on the third Wednesday regular meeting date of July each year, unless the board of directors fixes another date and so notifies the members as provided in Section 4 of this Article.
[The change here was approved 9 April 2008.]

Section 3. Regular Meetings

A meeting of the membership will take place once a month at a time and place which the president shall specify, or cause to be specified. be scheduled generally monthly, at least 10 times per year, at a time and place specified by the President.

[This change was approved 11 June 2008. Jeff K. proposed it, in order to account for the fact that we have a party not a meeting in December, and to allow for other possibilities such as power failure.]

Section 4. Notice of Members' Meetings

. . . .

b. Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):

(i) Removing a director without cause (removal for cause is discussed in Article VII Section 5);
[The addition here was approved 9 April 2008.]

(ii) Removing a principal officer (Article IX Section 4).
[This addition approved 11 June 2008, to correspond to item (i) above. The remaining items in this list were renumbered from (ii)-(vi) to (iii)-(vii).]

(iii) Electing directors or principal officers, whether as part of regular annual elections or to fill a vacancy mid-term;

(iv) Amending the Articles of Incorporation or these Bylaws;

. . . .

ARTICLE VI
ELECTION OF DIRECTORS AND PRINCIPAL OFFICERS,
AND TERM OF OFFICE

Section 1. Annual and Mid-Term Elections

The directors and principal officers of the corporation shall be elected by the members of the corporation on an annual basis at the annual election meeting (see Article V, Section 2). If a vacancy occurs mid-term, the vacancy shall be filled at a regular members meeting (see Article V, Section 3) according to the same procedure as at the annual election meeting. All elections shall be noticed to the members in accordance with Article V, Section 4.

Section 2. Nominations and Statements

At an election meeting, any member present may place names in nomination. A member may not nominate him or herself. Each nominee shall be entitled to make a statement regarding her or his qualifications for the position to which nominated.

Section 3. Election to Office

Directors and principal officers shall be elected by the members as follows.

a. First, the principal officers shall be elected.

b. The President and Vice President shall also serve as Directors.

c. The Secretary and Treasurer may choose to serve as Directors or, separately and individually, may decline to serve. They shall state their respective choices immediately upon being elected.

d. The total number of directors for the year shall be decided by vote in accordance with Article VII Section 2.  [Comment: This change was proposed in connection with Alternative #2 for Article VII Section 2. However on 12 March 2008 that alternative was decided against, so this change was also rejected.]

d. Additional Directors shall then be elected at large from the membership, in accordance with the qualifications for Directors set forth in Article VII Section 4, to complete the total number of Directors required by Article VII Section 2. Directors elected under this paragraph shall be known as Additional Directors.

[Comment: The 'in accordance with . . .' clause was approved 9 April 2008. The words 'at large' in the first sentence were deleted, and the second sentence added in its entirety, 14 May 2008. The purpose of the second sentence is to provide a term of convenience in order to easily distinguish between those who are automatically Directors by virtue of their office under paragraphs 3b and 3c and those who are explicitly voted in as Director under paragraph 3d.]

Section 4. Term of Office

The term of office for directors and principal officers is August 1 to July 31. Each director and principal officer, including any elected to fill a vacancy mid-term, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

ARTICLE VII
DIRECTORS

Section 1. Powers

a. General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.

b. Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(i) Select and remove all subordinate officers, agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation.

(ii) Change the principal executive office or the principal business office in the State of California from one location to another.

(iii) Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.

(iv) Approve expenses in the case of emergencies that affect the well-being of the corporation.

Section 2. Number of Directors

[Alternative #1, the change from 5 directors to 7, was approved on 12 March 2008. Alternative #2, also shown below, was rejected at the same time.]

[Alternative #1] The board of directors shall consist of five (5) seven (7) members.

[Alternative #2] The board of directors shall consist of at least 7 and at most 9 members. The number of directors for each year shall be established by vote at the annual election meeting prior to voting for Directors-at-Large (Article VI Section 3). When voting on the number of directors, members shall consider, but not be bound by, the number of qualified nominees for Director-at-Large.

Section 3. Vacancies

. . . .

Section 4. (Unused)

Section 4. Qualifications of Directors

[This new Article VII Section 4 was approved on 9 January 2008 with wording as follows. Comments: The second sentence of Section 4 is the `wiggle room' clause—it is intended to allow a certain amount of wiggle room in exceptional cases. The number 8 in secton 4c is our standard number for recognition as a ride leader. On 11 June 2008 the term `Director-at-Large' was changed to `Additional Director' to agree with a similar change made on 14 May.]

Directors shall be actively involved in running the Corporation and shall normally meet one or more of the following qualifications. These qualifications are not absolute requirements, but they shall be taken into account when nominating and voting for Additional Directors:

a. Serve in a significant club office (one with duties that must be performed regularly); or

b. Serve in a significant Century coordinator or captain position; or

c. Serve as a regular ride leader (8 more more rides led in the past year).

Section 5. Responsibilities of Directors

[This new Article VII Section 5 was approved on 13 February 2008 with wording as follows.]

Directors shall attend the regular joint meetings of the membership and Board (Article V Section 3 and Article VII Section 6). Failure to attend three or more regular joint meetings during term of office shall be cause for removal by vote of the membership (Article IX Section 4a) without publication of notice (Article V Section 4b(i)). Such vote and removal may not occur at the third missed meeting, but may occur at any regular joint meeting thereafter.

Section 5. Place of Meetings

[This old Article VII Section 5 was deleted on 14 May 2008 in conjunction with amending Article VII Section 6, which follows.]

Regular meetings of the board of directors may be held at any place within the State of California that has been designated from time to time by resolution of the board.

Section 6. Other Regular Meetings

[Article VII Section 6 was amended on 14 May 2008 as shown here.]

Meetings of the board of directors may be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

Regular meetings of the Board of Directors shall coincide with the regular meetings of the membership (Article V Section 3). The location and notice requirements for membership meetings apply (Article V, Section 1 and Section 4).

Section 7. Special Meetings

a. Authority to Call. Special meetings of the board of directors for any purpose may be called at any time by any two directors.

b. Notice.

. . . .

Section 9. Quorum

[The following change was proposed and adopted on 12 March 2008, in connection with the change in Article 7 Section 2 which increases the number of directors.]

A majority of the authorized number of directors number of directors presently holding office shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the California Nonprofit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

. . . .

Section 13. Action Without Meeting

Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

. . . .

ARTICLE IX
OFFICERS

Section 1. Principal Officers

The principal officers of the corporation shall be a president, a vice president, a secretary, and a treasurer.

. . . .

Section 4. Removal of Officers or Directors

[This section was amended on 14 May 2008, to add the words 'or Directors' to the title and the text, as shown here.]

a. Principal officers or Directors of the corporation may be removed only upon vote of the membership at a regular meeting. A principal officer removed under this section who is also a member of the board of directors is thereby automatically removed from the board.

b. Any subordinate officer may be removed, with cause, by the board of directors, at any regular or special meeting of the board. Any subordinate officer who is removed under this section who is also a member of the board will remain a board member. A new member may then be appointed to fill the subordinate office.

. . . .