The principal office of this organization will be at a place designated by the Board of Directors of this organization.

Our goal is to ride our bicycles safely together, increase our individual and team fitness levels and build long term friendships while having a fun time!

Membership will be by invitation only. Members will agree to uphold the organization standards as defined by the membership committee.

The term of membership will be from the date dues are received by the treasurer from a member to December 1 of the next calendar year.

Each organization member has the duty of upholding all organization standards on any organization or team activity. This includes riding with safety and complying with suggestions provided by the Board of Directors and fellow team members pertaining to safety and the decorum of the organization. All members will work to maintain and support fellow members in following a strong work ethic and maintaining the highest standards of personal conduct. As all organization members are members of the "Veloce Santiago" team, contributing to an atmosphere of supportive teamwork will be the duty of all members.

Members will be entitled to all the privileges of the organization. All members will receive the organization newsletter. Each member will be entitled to wear the organization jersey and participate in all organization events.

A member may be suspended from membership by a quorum vote of the Board of Directors. Membership can be suspended for actions that are inimical to the objectives and/or the best interest of the organization. The member subject to suspension will be notified by or at the request of the President. A reasonable opportunity will be provided to allow the member subject to suspension to address the Board of Directors prior to suspension.

A suspended member will have the right to submit in writing a request to appeal the suspension to the organization membership at a General meeting or at a special meeting open to all organization members called for the purpose of the appeal. The Board of Directors will respond to a request for an appeal of a suspension by announcing a meeting date in writing to the organization membership to be held within thirty (30) days of receipt of the written request. A simple majority vote by written ballot of the complete organization membership held at the meeting of appeal may order the suspension of the member to be set aside. A suspension set aside by order of the organization membership is final for the specific instance of suspension that has been set aside only.

Membership will be terminated automatically for non-payment of membership dues.

Any member may resign by addressing a letter of resignation to the organization Secretary. The resignation will be effective upon receipt of the letter of resignation by the secretary. No refunds of dues will be provided to the resigning member.

Membership dues will be determined by the Board of Directors and will be based on expenditures of prior years and by the estimated costs of projected activities. The cost and the final date for the submission of the dues will be reported to the members by the organization newsletter at least 30 days prior to the final date for the submission of dues. The payment of dues will take place once per calendar year. Organization membership will be revoked for nonpayment if the organization treasurer has not received dues from a member at a time determined by the Board of Directors.

Membership dues for members will include the cost of a "Veloce Santiago" team jersey and the member will receive a team jersey when they become available.

New members will be assessed dues on a prorated basis. The basis for the prorating of the membership dues will not include the cost of the jersey.

The term of membership will be from the date dues are received by the treasurer from a member to December 1 of the next calendar year.

Membership dues are non-refundable.

The elected officers of this organization will be President, First Vice President, Second Vice President, Secretary, Treasurer, Second, five Membership Committee members, and the Safety Committee.

The chairpersons of the Membership and Safety Committee will have Board of Director voting privileges for all issues concerning the membership of an individual and rules and/or policy concerning membership or safety.

The President will preside at all meetings and will perform the duties usually pertaining to this office. The President executes organization policy and exercises supervision of organization policies. The President will be the Chief Executive Officer of the organization. The President will represent the organization in liaison with other organizations.

The Vice President will assist the President in the conduct of the administrative affairs of the organization, act as program chair for regular meetings, and perform such other duties as may be assigned by the President. The Vice President will act for the President in the President’s absence.

The Second Vice President will assist fellow Board members in the conduct of the administrative affairs of the organization, and perform such other duties as may be assigned by the President. The Second Vice President will act for the First Vice President in the First Vice President’s absence.

The Secretary will attend Board meetings and report minutes of the proceedings and voting, and will perform other duties incident to this office required by these bylaws. The Secretary will be responsible for official communications and inquiries addressed to the organization, and will prepare appropriate responses as directed. The Secretary will furnish timely reports of Board Meetings to the Editor for inclusion in the newsletter. The Secretary will perform other duties as directed by the President.

The Treasurer will have custody of all monies of the organization and deposit them to the organization’s account in a bank designated by the Board of Directors. The Treasurer will have direct control over all organization assets and all payment of organization debts and obligations. The Treasurer will insure strict compliance with these bylaws in all matters pertaining to the financial affairs of the organization. The Treasurer will maintain accurate account books to properly reflect the true and correct financial status of all assets and liabilities, receipts, disbursements, and balances of the organization. The books will be audited biannually by a committee of three appointed by the President. All checks or other payment orders in the organization name will be signed by the Treasurer or by other Officers authorized on the Bank Signature Card. The Treasurer will be responsible for filling tax returns and/or reports required by government agencies. The Treasurer will perform other duties as directed by the President.

At least sixty (60) days prior to the time of the Officer Nominations meeting, the President will appoint a nominating committee of three (3) active members, at least one of which will be an Officer of the Board of Directors. The Nominating Committee will submit a nominee slate conforming to the following criteria to the Board of Directors prior to the calendar month of December.

1. Only organization members may be nominated.
2. No person will serve more than three (3) consecutive terms as an Officer of the organization.
3. All persons eligible for the office of President or Vice President will have been members of the organization for at least one (1) full calendar year.

Nominations will be accepted from any organization member at the Officer Nominations meeting.

Each organization member is entitled to one vote for each office.

Ballots will be printed in the newsletter announcing the date of the Election of Officers meeting. Copies and reasonable facsimiles of the ballot are acceptable for submission. Ballots may be submitted by mail or turned in during organization rides to the Secretary. Ballots will also be accepted directly at the Election of Officers meeting.

The Nominating committee members will count the ballots, announce the results of the count and seat the new Board of Director members at the Officer Nominations Meeting. An election will be valid only if the total number of ballots received by the Nominating committee is equal to or greater than a simple majority of the members attending the Election of Officers meeting. Proxy ballots will be included in the count of the ballots. If this requirement is not met, the election will be considered null or void and a new Election of Officers meeting will be called at a time and place to be designated by the Board of Directors to allow additional ballot submissions to be included in a new count of ballots. Any tie votes will be reconciled through a run off election meeting using written ballots, including proxies, at a time and place to be designated by the Board of Directors.

The term of office for organization Officers will extend from the Officer Nominations meeting at which they are installed to the next Officer Nominations meeting for a period of time not to exceed one (1) calendar year.

The First Vice President will stand first in succession in the event of the President’s death, resignation, disability, or disqualification. In the event the Vice President’s position on the board becomes vacant, the Second Vice President will succeed the First Vice President.

If a Board position other than the position of President or Vice President becomes vacant due to the death, resignation, disability, or disqualification of a Board member during the regular term of office of the Board of Directors, the Board will designate a successor.

The Board of Directors will consist of the following five (5) elected Officer positions: the President, the First Vice President, the Second Vice President, the Treasurer, and the Secretary.

The Board of Directors will control all corporate powers. The corporate powers are subject to any limitations in the Articles of Incorporation of these bylaws and the laws of the State of California and include the business and affairs of the organization and team operated by the corporation.

The Board of Directors will have the power to appoint and remove all officers and prescribe their duties and to make rules and regulations consistent with the bylaws and the laws of the State of California.

In the event of the dissolution of this organization or other termination of its activities, all assets will be transferred or paid over to charity.

This organization will maintain three permanent standing committees: the Membership Committee, the Safety Committee, and the Operations Committee.

The Board of Directors may form volunteer committees as needed to allow action to be taken on delegated tasks.

Volunteer committees are groups of members, chaired by a member of the Board of Directors, created by the Board of Directors to accomplish a specific task. They are the mechanism through which the Board of Directors can delegate tasks to the members of the organization to achieve goals that due to time restrictions, work load restrictions, or the lack of specific expertise cannot be completed by the Board of Directors.

Volunteer committees can be composed of any number of organization members and will report the status of their assigned task through the committee chairperson to the Board of Directors at each General meeting.

As volunteer committees are formed to accomplish specific tasks, a volunteer committee will be disbanded at the completion of the task or at the discretion of the Board of Directors.

The Membership Committee will consist of five (5) elected members.

The chairperson of the Membership Committee will have Board of Director voting privileges for all issues concerning the membership of an individual and rules and/or policy concerning membership.

The Membership Committee will be chaired by an member of the Membership Committee selected by the Board of Directors and the officers of the Membership Committee.

The Safety Committee will consist of a chairperson who will be elected by the club and volunteer committee members approved by the Board of Directors.

The Operations Committee will consist of volunteer committee members as approved by the Board of Directors.

The Membership committee is responsible for determining and implementing organization policy as specified by these bylaws and ratified by the Board of Directors concerning the admittance of persons to membership in this organization.

It is the responsibility of the Membership committee to determine if membership requirements are meet and to extend invitations of membership to prospective organization members with the approval of the Board of Directors.

The Safety committee is responsible for determining and implementing organization policy as specified by these bylaws and ratified by the Board of Directors concerning the safety of persons, the safety of ride operations, and safety training of members in this organization.

The Operations committee is responsible for determining and implementing organization policy as specified by these bylaws and ratified by the Board of Directors concerning the normal operations of this committee. These activities include but are not limited to the following list of tasks:

• The publishing of the organization newsletter.
• Obtaining sponsorships.
• Organization of rides.
• Organization of Ride Captains.
• Relationships with other bicycling organizations.
• Publishing ride handouts.
• Organization of organization events and parties.
• Submitting changes to the organization web page.

Board of Directors meetings will be held on a monthly basis. A Board of Directors meeting will be used to conduct the ordinary business of the organization and to discuss issues involving the personal conduct or membership status of a organization member. Any discussions concerning the ordinary business of the organization including issues involving the financial status of the organization will be conducted in a public forum open to all organization members. Issues involving the personal conduct or membership status of a organization member will be conducted in a private forum consisting of the Members of the Board of directors and specific organization members included by invitation of the President only. Board Meetings discussing the conduct or membership status of a organization member will include representatives of the Membership committee and the Chairperson of the Safety Committee.

General meetings will be held on a no less than quarterly basis. These meetings will consist of a Board Meeting open to the general organization membership for the purpose of conducting the ordinary business of the organization.

The Election of Officers meeting will be conducted at a General Meeting.

The President or a majority of the Board of Directors may call special meetings as needed to provide prompt response to specific situations. All special meetings will consist of a Board Meeting but do not need to meet the meeting notice requirements defined for General and Board Meetings.

All General and Board Meetings will be announced with a minimum of seven (7) days notice in writing to each member, or by publication of such notice in the organization newsletter.

All Special Meetings will be announced verbally or in writing as needed to notify the organization members needed to conduct the meeting.

All meetings will be chaired by the President or in the absence of the President, the Vice President. The meetings will follow Roberts Rules of Order. Minutes and a role call of all members present will be taken at each meeting for the archival records of the organization.

A quorum of the members of the organization will consist of two thirds (2/3) of the current active members on the organization roster.

A quorum of the Board of Directors will consist of three (3) or more of the members of the Board of Directors.

A majority vote of a quorum of the Board of Directors will decide all matters except as noted in these bylaws.

These bylaws may be amended by a majority ballot vote by 2/3 of the members of the organization. If the proposed change does not receive enough votes the board may solicit the members of the organization for proxy ballots. The solicitation for proxy ballots will contain a statement which allow the Board of Directors to vote the proxy ballot from a member of the organization as it sees fit if no response is received from the member by the tenth day after the mailing of the solicitation.

Members of the Board of Directors or any ten (10) or more organization members by propose amendments to these bylaws. Proposed amendments will be submitted in writing to the Secretary and will be signed by each proposing member. The Secretary will provide the proposed amendments for publication in the organization newsletter.

The vote to ratify the proposed amendment will take place at the next General Meeting.

The Secretary will cause the votes to the tabulated and the results of vote on the proposed amendment to be announced at the same General meeting. The Secretary will provide the results of the vote to be published in the organization newsletter.

A majority vote of a quorum of the organization membership will be required to ratify a modification of the bylaws.