Bylaws of the Seattle Super Squadra
Cucina Fresca Cycling Team
Articles of Organization
SECTION I: NAME
The name of this organization shall be Seattle Super Squadra (S3) and the race entry name and main title on the Team jersey shall be the Cucina Fresca Cycling Team (herein referred to as “Team”). The race entry name and main title on the Team jersey shall be that of the Team’s primary sponsor. Changing the race entry name and main title on the Team jersey in the event the Team’s primary sponsor changes may be required from time to time by majority vote of the Board of Officers (herein referred to as “Board”), however this change does not require a change of these Bylaws.
SECTION II: PURPOSE
It is the purpose of this Team to:
- Field a competitive bicycle racing team of men and women of all ages and racing abilities.
- Develop interest and participation in bicycle racing including road, track, mountain, and cyclocross.
- Provide service, mentorship, support and fellowship to members of the Team.
- Promote and participate in cycling activities.
- Further the safety and education of bicyclists.
- Uphold the rights of bicyclists.
SECTION III: AUTHORITY
In pursuit of its purposes, the Team may:
- Own and operate all kinds of property, real and personal, and conduct any lawful business or activity.
- Be affiliated with other state and national bicycling organizations where such affiliation is consistent with the Team’s purposes.
- Enter into such contracts as may be approved, pursuant to these Bylaws.
SECTION I: MEMBERSHIP RIGHTS AND PRIVILEGES
- Membership of the Team shall be open to all individuals who participate in the sport of bicycle racing subject to the approval of the Board. Members shall have an equal opportunity to be members of the Team without discrimination on the basis of race, color, religion, age, gender, sexual orientation, or national origin. Members of the Team may be required to obtain a USA Cycling license and WSBA membership in order to participate in bicycle racing.
- The membership of this Team shall be divided into two categories: 1.) Racing Member and 2.) Honorary Member.
- Racing Member. A Racing Member is:
- required to race in at least ten (10) mass start races during the Team’s racing year. Mass start races shall only include road, mountain, track or cyclocross cycling events.
- required to volunteer in at least two (2) Team-related events during the racing year, which may include but are not limited to serving on the Board, serving as the Race Director for the Team’s sponsored races, participating in Team activities such as leading Team rides, helping support the Team’s races, and organizing Team events and activities.
- eligible for race reimbursements if 15 or more sanctioned or unsanctioned mass start races have been started and have met their volunteer requirements, which shall include reimbursement for the purchase of one championship jersey earned per discipline during the Team’s racing year if the 15 race minimum has been met.
- eligible for discounts from the Team’s sponsors.
- Honorary Member. An Honorary Member is:
- a distinguished member of the Team who plays a major role in the funding or operations as the major or primary sponsor; has participated as a Racing Member for at least ten (10) years; have contributed extensive and outstanding service to the Team; and/or has sustained serious injury and is no longer able to meet the minimum race requirements set forth for Racing Members.
- encouraged to volunteer in at least two (2) Team-related events during the calendar year, which may include but are not limited to serving on the Board, serving as the Race Director for the Team’s sponsored races, participating in Team activities such as leading Team rides, helping support the Team’s races, and organizing Team events and activities.
- permitted to be an Honorary Member by a majority vote of the Board.
- eligible for discounts from the Team’s sponsors.
- Racing Member. A Racing Member is:
SECTION II: MEMBERSHIP
- A person shall become a member of the Team by a majority vote of the Board and paying the first year’s dues.
- The interview and application process to become a member of the Team shall include an interview of the candidate by the Membership Director or designee to provide the candidate with information regarding expectations and benefits of being a member of the Team and, if deemed necessary, at least one ride with the Membership Director or designee to evaluate riding experience and etiquette.
- Decisions by a vote of the Board to allow a prospective member on the Team shall be based on factors such as riding and racing experience, commitment to racing and training with and for the Team, and how well they will fit in with other teammates.
SECTION III: MAINTAINING MEMBERSHIP
- Annual membership dues:
- All membership dues shall be determined by the Board on an annual basis. Membership dues are payable upon joining and thereafter by November 30 of each year applicable to the Team’s racing year from November 1 through October 31. Members joining the Team after March 31 may have their membership dues prorated.
- To maintain membership, a Team member shall:
- Pay annual membership dues.
- Meet the race requirements as a Racing Member or be an Honorary Member of the Team.
- Have no financial obligations to the Team.
- Purchase at least one current Team kit each year.
- Not be involved in an activity that would put the Team in bad standing with the public or its sponsors, as determined and defined by the Board.
- Behave in accordance with the Terms of Membership and Code of Conduct.
- All members shall wear the current Team clothing during all races, training rides and, to the extent practical, charity rides, tours and commuting trips.
- Use Team equipment with reasonable care.
SECTION IV: SUSPENSION AND REVOCATION OF MEMBERSHIP
- The membership of any member may be temporarily suspended or permanently revoked by a majority vote of the Board.
- Reasons for suspension and revocation are defined in Article II, Section III of the Bylaws.
- All suspensions and revocations shall be communicated to the member by the President.
- The member shall retain the right of appeal of all suspension and revocations in person to the Board.
- By a majority vote of the Board, a Team member may be allowed to remain on the Team for the following year even though that member has not met all the requirements for being a Racing Member, if the Board, in its discretion, concludes that:
- The Team member has a reasonable reason for not meeting any of the requirements to be a Racing Member; and
- The Team member has provided reasonable assurances to the Board that he or she will meet the requirements for being a Racing Member in the next year.
SECTION I: BOARD OF OFFICERS
- The Officers of the Board shall consist of a President, Secretary, Treasurer, Sponsorship Director and Membership Director.
- Officers shall be elected by a majority vote of the Board and to the extent possible be elected on staggered two year terms with half (or the nearest round number) elected in one year and the remainder in the next year. The Officers shall serve a term of two years, at which point the term can be renewed by a majority vote of the Board. Officers shall hold office until their successors are elected or when they resign.
- The number of Officers may at any time be increased or decreased by amendment of these Bylaws by a vote of the Board, but no decrease shall have the effect of shortening the term of any incumbent Officer.
- Any Officer may resign at any time by giving written notice to the President. Such resignation shall take effect immediately upon the giving of notice unless otherwise specified therein, and the acceptance of such resignation shall not be necessary to make it effective.
- If the President’s position becomes vacant, an interim President will be elected by the Board until a permanent President has been elected.
- All Racing Members in good standing with the Team are eligible to hold any Officer position of the Board, however no two persons who are members of the same family or household may serve as Officers at the same time.
- As compensation for serving on the Board, all Officers shall annually receive two (2) kits with each kit consisting of one jersey and one pair of shorts or bibs, or one skinsuit.
SECTION II: ELECTION OF OFFICERS
- Officers are nominated by any current member in good standing of the Team.
- Vacancies among the Board shall be filled by an appointment made by the Board and are elected by a majority vote of the existing Officers.
- Ties shall be broken by a majority vote of the Team.
SECTION III: REMOVAL OF OFFICERS
- Officers failing to perform their duties as assigned and/or engaging in actions and behaviors that are detrimental to the Team or Board may be removed from their position.
- Removal of Officers shall be done by a majority vote of the Board.
SECTION IV: DUTIES OF THE PRESIDENT
The President shall have general supervision of all the affairs of the Team and shall:
- Preside at Board meetings.
- Coordinate Team Activities.
- Call Team and Board meetings.
- Act as chair of the Board.
- Conduct the day–to-day business of the Team.
- Serve as the Team’s primary representative with USA Cycling and Washington State Bicycle Association.
- Be responsible for upholding the Bylaws of the Team.
- Serve as the primary recipient and point of contact for all communication regarding adverse feedback received about the Team and/or an individual Team member and be responsible for addressing any such adverse feedback with the Team and/or an individual Team member including any disciplinary actions, if warranted.
SECTION V: DUTIES OF THE SECRETARY
The Secretary shall perform such duties as are incident to the Board and shall:
- Assume the duties of the President in his or her absence.
- Keep an accurate set of records for all Team Board meetings.
- Assist President in day-to-day operations of the Team.
- Relay information between the Board and the Team.
- Assist other Board members as needed.
SECTION VI: DUTIES OF THE TREASURER
The Treasurer shall have the custody of all monies and securities of the Team, keep regular books of the Team’s accounts, and shall:
- Maintain an accurate record of Team finances.
- Prepare an annual financial statement for the membership including Accounts Receivable, Accounts Payable and General Ledger.
- Prepare an annual operating budget.
- Provide regular reports to the Board on the financial status of the Team.
- File federal and state tax returns, if applicable.
- Manage all payments and collection of funds from all sponsors, Team members and races sponsored by the Team.
- Manage the check register, debit/credit card and bank statements.
- Calculate race reimbursements for recommendation to, and approval by, the Board.
SECTION VII: DUTIES OF THE SPONSORSHIP DIRECTOR
The Sponsorship Director shall be responsible for financial, product and promotional matters of the Team and shall:
- Assist the President on sponsorship, product or promotion related affairs and publicity.
- Work with the website manager to make sure all content is accurate and recent.
- Be responsible for the Sponsorship contacts.
- Track Sponsorship obligations.
- Coordinate purchases of sponsor’s discounted products with the Team and work with the Treasurer on payment of products.
- Assist the Race Directors in attaining sponsor support for Team sponsored races and associated events.
SECTION VIII: DUTIES OF THE MEMBERSHIP DIRECTOR
The Membership Director shall be responsible for managing the affairs of the Team’s membership and shall:
- Serve as the point of contact for prospective members interested in becoming members of the Team.
- Be responsible for accepting new members and implementing the procedures set forth in Article II, Section II—Gaining Membership.
- Keep a current membership roster including all contact and emergency notification information.
- Be responsible for Team’s race results and related electronic media including the content on the Team’s website.
- Track and report to the Board the status of each individual Team member’s race and volunteer obligations.
- Coordinate with Race Directors to procure sufficient volunteers for Team-sponsored races.
SECTION IX: APPOINTED COMMITTEES AND POSITIONS
- The Board may appoint from time to time standing or temporary committees consisting each of no fewer than one Officer and as many members as are deemed appropriate by the Board. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board.
- The Board may appoint Team members to serve in positions critical to the function and operations of the Team.
- Appointed positions may include, but are not limited to, Race Director, Web Administrator, Team Ride Coordinator and Team Kit Coordinator.
- Licensing and registration fees necessary to obtain or maintain credentials necessary to perform the functions of an appointed position may be paid for by the Team, subject to approval of the Board.
SECTION I: MEETINGS
- Regularly scheduled meetings will be held in accordance with the Bylaws.
- Any member having business or an announcement to be addressed at the meeting should contact the President and/or Secretary in advance to have the information put on the agenda.
- Board meetings shall be called by the President or a majority vote of the Board as needed, but generally no less than quarterly.
- The President shall preside at all meetings of the Board. In the absence of the Secretary, the President may appoint another Board member to act as the Secretary of the meeting.
- At all meetings of the Board, a quorum shall consist of a majority of the then-sitting Officers.
- No Board member shall be permitted to vote by proxy.
- Board members shall disclose the nature and extent of an actual or potential conflict of interest when it occurs and shall not participate in the discussion, evaluation or voting concerning that issue, including without limitation, the awarding of contracts, and the purchase of goods and services.
- An annual meeting of the members shall not be required. Special or regular meetings of the members may be held by decision of the Board. Notice of the time, place, and purpose of any special or regular meeting shall be given by the Secretary to each Member at least 30 days before such meeting.
SECTION II: AMENDING THE BYLAWS
- These Bylaws may be amended by the Board by a majority of the Board.
- The text of any proposed amendment shall be provided to the Board no less than 30 days prior to the meeting at which the amendment(s) will be considered.
- Any amendment to these Bylaws shall be proposed in writing to the Secretary by a member of the Board.
SECTION III: FINANCIAL RECORDS AND TRANSACTIONS
- The Treasurer shall make written Financial Reports to the Board following the end of the Team’s racing year.
- The Fiscal Year for the Team shall commence November 1 and end October 31.
- The President and Treasurer shall jointly authorize all normal expenditures of the Team. Any extraordinary expenditure must be authorized by a majority vote of the Board.
- No loans shall be made to or from the organization unless authorized by the Board.
- No loans shall be made by the organization to any member of its Board.
SECTION IV: INDEMNIFICATION AND INSURANCE
- The Team shall defend, indemnify and hold harmless its officers, directors, employees, and agents to the greatest extent permitted by law.
- The Team shall release its officers, directors, employees, and agents to the greatest extent permitted by law and the Business Judgment Rule shall be in effect for all decisions made by the Board or individual Board members, provided they have acted in good faith.
- The Board shall have power to purchase and maintain insurance on behalf of the Team.
SECTION V: DISSOLUTION OF THE TEAM
- The Team may be dissolved by the unanimous vote of the Board.
- Upon dissolution of the Team, all equipment of the Team will be sold to the highest bidder by the Team. If nobody on the Team is interested in the equipment, it will be donated to the Washington State Bicycling Association (WSBA).
- Monies realized from the sale of equipment and any monies in the Team’s financial account(s) will be donated to the WSBA after all financial obligations have been met.
These bylaws are hereby enacted and ratified by the Board of Officers on November 21, 2014 and shall be construed to effect and implement the Seattle Super Squadra Cucina Fresca Cycling Team at all times.