ARTICLE I
NAME

A. The name of this organization shall be the Hot Springs Bicycle Association, Incorporated. It shall be referred to as HSBA throughout this document. HSBA shall be incorporated as a non-profit organization in the state of Arkansas.

ARTICLE II
PURPOSE

A. The purpose of HSBA shall be to:

1. Educate bicyclist in the safe and responsible use of bicycles.

2.Promote the appreciation of and care for public lands.

3. Educate concerning appropriate mountain bicycle access to public lands.

4. Act as an educating communication link between and among public land users and public land managers.

5. Beautify and maintain bicycle routes and trails.

B. Any other legal purpose.

ARTICLE III
MEMBERSHIP

A. Membership shall be open to any person or persons who pay the established membership fee as established by the HSBA.

B. Prospective members must fill out the HSBA membership application including the waiver of liability. Membership renewal shall be due January 1. Payment of the renewal dues constitutes reaffirmation of the waiver of liability signed with original membership. Any member joining after July 1 will be entitled to pay prorated dues.

C. There shall be two classes of membership, individual and family. Individual members shall be entitled to one vote at any meeting of the membership. Family membership shall be entitled to two votes, which must be cast by separate members of the family over age 16 at any meeting of the membership. Each individual member and any family member of a family membership may be elected as an officer.

D. Termination of Membership:

1. If the dues of any member remain unpaid for a period of two months after the dues become payable, the membership shall be terminated.

2. Any person whose membership has been terminated shall automatically forfeit any and all rights and interest in, or claim to, any property of HSBA and shall promptly return said property to HSBA.

3. All obligations incurred prior to the termination of membership are due and payable to HSBA upon termination of membership.

4. Membership may be reinstated by payment of dues.

ARTICLE IV
BOARD OF DIRECTORS

A. Four persons (not limited to the membership) Shall be elected to a Board of Directors. The Board of Directors will meet on a yearly basis to overview the actions of the HSBA.

ARTICLE V
OFFICERS

A. The officers shall be president, vice president, secretary, and treasurer. These four officers shall be elected from the membership, by the membership.

B. The president shall preside at all meetings (whenever possible) of the membership of HSBA. The president shall appoint chairpersons of all HSBA committees. The president may succeed him/herself twice.

C. The vice president shall assist the president in performing the functions of the office of president, as requested by the president and, in the absence of the president, shall preside at any meeting of the membership. The vice president shall succeed to the office of president upon vacancy of the office of president. The vice president may succeed him/herself in office twice.

D. The secretary shall make and keep a true record of all meetings of the membership. A summary of the meetings of the membership shall be prepared by the secretary for publication in the HSBA newsletter. The secretary shall have custody of all records other than financial and execute and deliver all other writings as the secretary may be officially instructed and authorized to deliver. The secretary shall perform such other duties as may be assigned by the president. The secretary may succeed him/herself in office twice.

E. The treasurer is charged with the custody of the records and the funds of HSBA and their collection, deposit, safekeeping and disbursement under the direction of the membership. The treasurer shall make full written monthly reports covering the financial condition and transactions of HSBA, including an annual summary statement for publication in the HSBA newsletter. When the office of treasure passes to another person, the treasurer shall immediately turn over, all funds, records, books and documents of HSBA having to do with the finances and financial transactions of HSBA. The treasurer may succeed him/herself in office twice.

F. If, at any time, a vacancy, however caused, occurs in the office of president, vice president, secretary, or treasurer, such vacancy shall be filled for the unexpired portion of the term of the vacant offices by the membership at its next meeting except as otherwise stated in these bylaws.

ARTICLE VI
ELECTIONS

A. The membership of HSBA will be notified of the upcoming elections of the officers of HSBA by a notice being published in the regular newsletter of HSBA. This notice is to appear in the newsletter.

B. All elections will be by written ballot unless there is but one candidate then a voice vote or show of hands will suffice.

C. A written, telephoned, emailed or faxed proxy will be accepted from a member in good standing for any election or vote.

D. Officers will be elected for a term of one year.

E. Each member of the Board of Directors will be elected for a term of one year.

ARTICLE VII
EXPENDITURE OF FUNDS

A. It is intended that funds will be spent in a manner consistent with the purpose of the HSBA.

B. A budget will be prepared on an annual basis and amended as needed during the fiscal year.

C. Any expenditure of HSBA funds not specified in the annual budget, in an amount greater than $100 US must be approved in advance by a written vote of the membership.

ARTICLE VIII
COMMITTEES

A. The elected officers may establish committees as are needed to conduct the business of HSBA. The elected officers shall appoint chairpersons of committees. Committees shall be appointed with a finite period of existence, not to exceed 12 months. Committees may be reappointed by the elected officers for no more than 12 months at a time.

B. Committee chairpersons must be members of HSBA; however, committee membership is not restricted to members of HSBA.

ARTICLE IX
INTERPRETATION AND AMENDMENT OF BYLAWS

A. All questions of construction and interpretation of these bylaws shall be resolved by membership and its decisions shall be final and binding.

B. These bylaws may be amended at any regularly scheduled meeting of the membership by 2/3 vote of the entire membership provided that written, advanced notice was provided to all members. The written advance notice requirement shall have been met.

C. These bylaws may be amended at a special meeting of the membership called solely for that purpose, provided there has been not less than one week notice to all of the membership. Any amendment must receive a 9/10 vote of the entire membership to be approved at a special meeting.

ARTICLE X
RULES OF PROCEDURES

A. The rules of procedure for each meeting of membership, all committees and the meetings of the membership, shall be in accordance with Robert's Rules of Order, in the edition most recently published prior to such meeting, as far as applicable and to the extent not inconsistent with these bylaws.

B. All meetings will be conducted in an orderly fashion. An agenda will be set two weeks in advance and will be strictly adhered to. The agenda will be prepared by the secretary and will be mailed to the membership one week prior the meeting. Items may be placed on the agenda by contacting the secretary at least two weeks prior to a scheduled meeting.

ARTICLE XI
MEETINGS

A. There shall be an Annual Meeting of the membership. A written notice will be mailed to the membership in advance. This notice shall include the business that will be transacted at the meeting, to include but not be limited to the elections of new officers, as well as the time and place of the meeting.

B. Special meetings of the membership of HSBA may be called by the president, giving at least 1 week's notice. Special meetings of the membership may also be called upon a written request of 10% of the current HSBA membership, submitted in writing to the secretary. This notice shall include the business that will be transacted at the meeting as well as the time and place of the meeting. No business other then that which is listed in the notice may be conducted at the special meeting.

C. 25% of the membership shall constitute a quorum for the Annual Meeting or a regular meeting of the membership.

ARTICLE XII
OTHER

A. In the event that the corporation is dissolved, the officers will distribute the assets of the corporation in accordance with all applicable state and federal law. The corporation may only be dissolved at a regular meeting of the membership upon at least 7 days written prior to all members of the HSBA.

B. The fiscal year shall start on January 1.