The Board of Directors approved the 2007 Constitution and Bylaws by majority vote on . members were present. Following is the 2007 Constitution and Bylaws.

This organization shall be known as Buffalo River Cyclists (hereinafter "BRC").

The purpose of this organization is to:

• a. promote positive community activities, cycling safety, and good health as well as competitive cycling;
• b. encourage and provide education for bicyclists and the public;
• c. promote bicycling for recreation, health and pleasure.
• d. study and assist in any way possible to further bicycling safety.

Section 1:
Membership in the organization is open to any person who:

• a. pays the current annual dues; and
• b. executes the then current liability waiver form (in the case of a minor, the liability waiver form shall be completed by a parent or guardian).

Section 2:
Members shall be entitled to take part in all activities of the organization.

Section 1:
The Board of Directors of the organization shall consist of those holding the following offices:

• a. President;
• b. Vice President;
• c. Secretary;
• d. Treasurer;
• e. Up to three (3) other offices, as determined by the Board of Directors.

Section 2:
Each Person on the Board of Directors shall have one (1) vote.

Section 3:
Offices may be jointly held by two (2) or more persons except for the offices of President, Vice President, Secretary, and Treasurer. Should an office be jointly held, the office shall have only one (1) vote on the Board of Directors, to be decided by those holding the office. If the joint officers attending a board meeting cannot agree upon their one (1) vote, their one (1) vote shall be void.

Section 4:
The Board of Directors may create Special Offices, wherein the Special Officer:

• a. may be an elected or appointed position;
• b. shall not include a vote on the Board of Directors;
• c. shall serve a term that expires at the end of the calendar year in which said Special Officer is elected or appointed;
• d. may be reappointed by the Board of Directors at the end of the Special Officer's term.
• e. the Board of Directors may create a Special Office for the year following their term, if it is filled by election of the general membership for the following term at the biennial election;
• e. may be terminated only when the term has expired or the position is vacated.

Section 5:
The elected Officers constituting the Board of Directors shall serve a term of two (2) years from January 1st of odd years through December 31st of even years.

Section 1:
The biennial election of the Officers shall take place in November of all even years at a General Membership Meeting or by mail ballot or E-mail as described in Article XII. The decision to hold a meeting, mail ballot, or E-mail ballot is at the discretion of the Board of Directors. A quorum of fifteen (15) percent of the paying membership or twelve (12) members, whichever is less is required. If there is no quorum, the President may postpone the election and notify the membership in writing.

Section 2:
The President shall convene a Nominating Committee to make nominations.

Section 3:
Additional nominations may be made by members at the biennial election.

Section 4:
Members in good standing are entitled to vote.

Section 1:
General Membership Meetings shall be held quarterly at such place and hour as the President shall designate. Notice of the time and place of such meetings shall be given in writing to all members either by letter, E-mail or through notice in the organization's newsletter.

Section 2:
Special General Membership Meetings may be called by the Board of Directors or by request of fifteen (15) percent of the paying membership or twelve (12) members, whichever is less, by petition to the President.

Section 3:
All members shall be entitled to vote at General Membership Meetings. Each member of a family, over the age of eighteen (18), holding a family membership, shall be entitled to one (1) vote. A quorum for the General Membership Meetings shall be fifteen (15) percent of the paying membership or twelve (12) members, whichever is less.

Section 1:
Board meetings shall be held monthly at such place and hour as the President shall designate.

Section 2:
Special Board meetings may be called by the Board of Directors or by written request of three (3) members of the Board of Directors to the President.

Section 3:
A quorum for the Board meetings shall be three (3) offices.

Section 1:
Membership may be terminated by a member by:

• a. written notice to the organization; or
• b. non-payment of dues.

Section 2:
Membership may be terminated by the Board of Directors if a member commits an offense prejudicial or injurious to the interest of the organization. No membership shall be terminated except by a majority vote of the Board of Directors at a Board Meeting after notifying the member.

Section 1:
An Officer may resign his or her office by written notice to the President.

Section 2:
An Officer may be removed from office by a majority vote of the Board of Directors at a Board Meeting or by a majority vote of members at a General Membership Meeting if a quorum is present.

Section 3:
If a vacancy should occur in an office, it shall be filled by appointment by the Board of Directors, and the appointment shall be effective until the term of office expires.

Section 1:
The Board of Directors may create Special Committees as necessary for conducting of the organization's affairs.

Section 2:
The Board of Directors shall appoint Special Chairpersons for Special Committees. Special Chairpersons shall serve for the term determined by the Board of Directors, but in no event longer than the term of the Board of Directors who appointed them. Special Chairpersons may attend Board of Director meetings but are not entitled to vote at such meetings.

Section 1:
This Constitution may be amended by a two - thirds (2/3) vote of the members attending a general membership meeting that qualifies as a quorum. A fifteen (15) day minimum notice shall be given in writing by letter, E-mail, or in the newsletter of the organization.

Section 2:
The organization may enact Bylaws which shall be binding on the members and officers of the organization insofar as they do not conflict with this Constitution. Bylaws shall be enacted or amended by a majority vote of the members attending a general membership meeting that qualifies as a quorum. A fifteen (15) day notice shall be given in writing either by letter, E-mail, or in the newsletter of the organization.

Section 1:
Any vote for club business or election of officers may be conducted by mail ballot, E-mail, or in person.

Section 2:,br>Ballots will be distributed with the newsletter.

Section 3:
Ballots must be received by the twentieth of the month in which the election is held.

Section 4:
Each member is entitled to only one (1) vote. Family memberships are voted by individual family members over the age of eighteen (18). Families may vote on one (1) ballot.

Section 5:
For election of officers, the winner is the candidate with the most votes.

Section 6:
The Secretary will manage the counting of ballots other than for officers. For officer elections, a member other than a board member or nominee will count the ballots. The President will select a qualified individual to count the ballots.

Section 7:
A mail-in or E-mail vote requires the same notification times as established elsewhere in the constitution.

Section 8:
Officer elections will be in November of even years.

Section 9:
Write in candidates are allowed on the ballot for all offices.

Section 1:
The President shall be the BRC's chief executive who shall be responsible for the overall direction of the BRC's activities, for maintaining the quality of all programs and for ensuring that the membership's aspirations for BRC are attained. Among the President's specific duties shall be to preside at all General Membership and Board of Directors' meetings and select the recipients of any awards as approved by the Board of Directors.

Section 2:
The Vice President shall have the principal responsibility for Securing sponsorship, having sponsorship agreements signed, and collecting sponsorship money. Among the Vice President's specific duties will be to perform the President's duties in the President's absence.

Section 3:
The Secretary shall keep a full and complete record of the proceedings of all meetings of the General Membership and the Board of Directors and shall preserve all documents, correspondence, reports and communications of BRC. His/her specific duties shall include maintaining the official membership roster, summarizing meeting minutes for publication in the Newsletter; taking all necessary steps to maintain BRC's membership with the United States Cycling Federation, and giving all notices required by law or these Bylaws; and maintaining these Bylaws and any amendments thereto.

Section 4:
The Treasurer shall be the chief financial officer of BRC and shall be responsible for the security of BRC's funds and other assets. His/her specific duties shall include receiving, depositing, accounting for and disbursing BRC funds as provided for by these Bylaws and the Board of Directors; maintaining all financial records; making all legally-required filings; notifying the membership when dues payments are due and collection of same; presenting a brief financial report at each Board of Directors' meeting; and filing with the Board of Directors a written Annual Financial Report for each fiscal year outlining the financial condition of BRC and summarizing the previous year's transactions and events, said Annual Financial Report to be published in the Newsletter.

Section 5:
The Board of Directors shall have control and management of the affairs of the organization. It shall be the duty of the Board to carry out the objectives of the organization.

The Treasurer may pay amounts due up to twenty dollars ($20.00) without further approval. Amounts in excess of twenty dollars ($20.00) must be approved by two additional members of the Board of Directors in writing. The Treasurer may write checks consistent with a budget, which was previously approved by a majority of the Board of Directors. Checks of the organization may be signed only by the Treasurer.

Section 1:
Dues shall be assessed annually for all members.

Section 2:
The amount of dues and schedule of dues payments may be changed only by a majority vote of the members attending a General Membership Meeting at which there is a quorum after written notice to all members.

Section 1:
Participants of organization sponsored rides, including members and non-members, are expected to conduct themselves in a safe manner, including operating mechanically safe bicycles and obeying all traffic laws. Participants shall follow all reasonable requests and instructions of the ride leader.

Section 2:
On rides sponsored by the organization, the ride leader shall:

• a. have all non-member participants sign the organization's waiver of liability form; and
• b. be empowered to ask participants who do not ride in a safe and legal manner or are disruptive to the group to leave the ride.

Section 3:
All children under fourteen (14) years of age shall be accompanied by a responsible adult on any organization sponsored ride. All riders under (nineteen) 19 years of age must have the waiver of liability form signed by a parent or guardian prior to the ride.

Section 4:
Organization-sponsored rides may only be led by current members of the organization in good standing.