ARTICLE I. NAME, OFFICE, MAILING ADDRESS
The name of corporation shall be “Black Rock Mountain Bike Association” (BRMBA).
Its registered office shall be at 2335 SAGINAW ST S Salem, Oregon 97302 and its
mailing address shall be P. O. BOX 5122, Salem, Oregon 97304, or such other office
or mailing address as established by the Board.
ARTICLE II. PURPOSE
The Black Rock Mountain Bike Association, hereinafter “BRMBA”, is a volunteerpowered, not-for-profit dedicated to sustaining and enhancing the Black RocMountain Bike trails, hereinafter “Black Rock trails” or “the trails”. Aside from that as
our central goal, we focus on education about, advocacy for, and progression of the sport
of mountain biking. Key to these ends is creation of a public forum encouraging an
exchange and discussion about the sport through use of appropriate technology, as well as
any other lawful purpose within the scope of sections 501 (c) (3) or 509 (a) (1) of the
Internal Revenue code. We strive to continue the mission of the original founders of the
Blackrock Freeride Association (BFA) established as a local community of mountain bike
riders in 2002.
ARTICLE III. AREAS SERVED
The Black Rock trails are located approximately 3 miles west of Falls City, Oregon
within George T Gerlinger Experimental Forest in the Black Rock Unit as adopted under
Oregon Department of Forestry adopt-a-trail agreement (originally signed by BFA June
2002 – see Appendix A “ODF Trails Agreement”).
ARTICLE IV. FISCAL YEAR
The fiscal year of BRMBA shall be the Calendar year, or such other fiscal year as set by
ARTICLE V. MEMBERS
1. Membership. There shall be one class of membership.
2. Eligibility and Admission. Any individual who subscribes to the purposes and basic
policies of the ODF adopt-a-trail agreement and management plan, who is registered user
of BRMBA.org, and who has participated in one of the organized BRMBA trail work
BRMBA BYLAWS page 1 of 10days as a volunteer OR has paid for a charter membership may be deemed a member
provided they abide by the terms and conditions of these bylaws, the Articles of
Incorporation and any amendments thereto, and act in accordance with the decisions
made by the Board of Directors.
(a) There is no membership fee required for General Members. (b) It is the
responsibility of each member to register with BRMBA.org and to promptly notify the
Secretary of any changes of e-mail address. The member’s right to receive notices
pursuant to these bylaws or the Articles of Incorporation shall be deemed to be waived if
the address on record with the Secretary is not the member’s current address.
3. Charter Members. The Board of Directors may set forth the terms and conditions for
charter memberships by Board resolution, including provision for payment of
membership fee. Charter members shall have the same rights, duties and liabilities as
4. Dividends, Earnings. No dividends or earnings of BRMBA shall be payable to
members, nor shall members have any interest in the assets of BRMBA by virtue of
being members. BRMBA may pay reasonable compensation for services rendered and
authorize reimbursement for expenses incurred on behalf of BRMBA.
Upon dissolution or liquidation of BRMBA, all assets remaining after payment of
the debts and liabilities of BRMBA shall be distributed to such other organization
exempt from tax under section 501 (c) (3) of the Internal Revenue code. Charter
members who have loaned money to BRMBA, as evidenced by a promissory note,
shall have the right to receive payment for the unpaid balance due, payable from the
assets of BRMBA first after other debts and liabilities have been paid.
5. Termination of Membership.
(a) Membership of each member shall continue from year to year and shall be
automatically renewed as long as the member continues to meet the conditions for
membership as provided in Section 2 of this Article and provided that membership is not
(b) Voluntary termination: A member may resign from BRMBA at any time by delivering
a written notice of withdrawal to the Secretary of BRMBA.
(c) Involuntary expulsion, termination or suspension: A member may be expelled,
terminated or suspended from membership for failure to comply with these bylaws or
other rules, resolutions and policies of BRMBA, or for actions contrary to the interest of
BRMBA. In the case of involuntary expulsion, termination or suspension of membership,
the member shall be given not less than 15 days advance written notice from BRMBA
specifying the reasons for the proposed action. The notice shall specify a time and place
at which the member will be provided an opportunity to be heard, orally or in writing as
the member may choose, which time shall be not less than five days before the effective
date of the expulsion, suspension or termination. The notice shall be given by first class
and certified mail sent to the last address of the member shown on BRMBA’s records.
The hearing may be held by the Board or its designee, which shall make findings and then
BRMBA BYLAWS page 2 of 10decide the issue of termination or suspension of membership.
(d) Expulsion of a member from the Black Rock trails, or expulsion, termination or
suspension of volunteer position or status does not constitute expulsion, termination or
suspension of membership. Members who are excluded from the trails or whose
volunteer position or status is terminated or suspended shall not lose eligibility or
membership under Section 2 of this Article solely by virtue of failure to participate as a
volunteer in any annual trail work day from which such member has been excluded or not
allowed to participate in such member’s previous assignment as a volunteer due to
exclusion, suspension or termination of such individual by BRMBA.
6. Rights of Membership.
(a) Voting: All members who have been members for at least 30 days prior to the date
of a membership meeting shall be entitled to cast one vote on any issue brought before
the membership. Members shall vote to elect the Board of Directors, recall a director,
amend the Articles of Incorporation, and on all other matters for which a membership
vote is required by the Oregon Revised Statutes and by these bylaws. In addition,
members shall have the right to vote on advisory resolutions concerning any other matter
to come before the membership.
(b) Information: Members shall be entitled to receive, upon request, an annual financial
statement and shall have the right to inspect the corporate minutes and records upon
reasonable notice. Members shall also be entitled to be informed on Board actions and
(c) Board Actions: At any Board meeting to take action, except as otherwise provided by
these bylaws, members may be present. A member may also present proposals and
suggestions to the Board and advocate their acceptance, in writing or at a Board meeting.
In the event a member wishes to be heard at a Board meeting, the member shall schedule
the matter to be discussed with the Secretary of BRMBA. As far as practical, the matter
shall be addressed not later than two Board meetings from the time the member notifies
the Secretary. A member may ask the Board to reconsider its decisions or the decisions of
coordinators or staff by scheduling the matter with the Secretary as provided above.
ARTICLE VI. MEMBERSHIP MEETINGS
1. Annual Meetings. An annual meeting of the members shall be called by the Board of
Directors at a date to be fixed by the Board, but no later than January 31st. The purpose
of the annual meeting shall be to elect the Board of Directors, to present the members
with a financial statement for the fiscal year then ending, and to consider any other
business that the Directors may determine to be appropriate. Agendas for the annual
meeting shall be set at least 15 days prior to the meeting. Items may be placed on the
agenda for the annual meeting upon the petition of 5 or more of the members, by
presenting the petition to the Secretary at least 30 days before the annual meeting, or at
such earlier time as the Board of Directors may designate.
2. Special Meetings. Special meetings of the members may be called from time to time by
BRMBA BYLAWS page 3 of 10the Board of Directors and shall be called by the Secretary upon petition of 100 or more
of the members of BRMBA. The time and place of any special meeting shall be set by the
Secretary; provided, however, that all such meetings shall take place in Marion County,
Oregon in a reasonably expeditious and timely manner, in no event more than ninety (90)
days from the date the petition is filed with the Secretary. In the case of a special meeting,
notice shall be required as set forth in (3) below. The business of any special meeting
shall be limited to those matters set forth in the notice.
3. Notice. Written notice of membership meetings shall be delivered via e-mail to all
members currently registered in the records of BRMBA not less than seven nor more than
sixty days before the date set for the meeting. It shall be the responsibility of the member
to provide the Secretary with a correct e-mail address and any change thereof and failure
to do so shall terminate the member’s right to receive notice. In lieu of personally
delivering the written notice, notice may be published in local electronic message board
of general circulation to greater community for at least two weeks in a manner reasonably
calculated to give membership in Oregon notice of such meeting.
4. Quorum. A majority (over half) of registered members present in person or by absentee
ballot at any duly called meeting shall constitute a quorum, except that at the annual
meeting, where those members present in person or by absentee ballot shall constitute a
5. Voting. All members are voting members. Except as otherwise provided in these
bylaws, all members present at meetings shall be entitled to vote and the Board of
Directors may make provisions for absentee balloting from time to time as is appropriate.
There shall be no cumulative voting. Except as otherwise set forth in these bylaws, the
majority of votes cast shall be required for the adoption of any matter coming before the
6. Membership Lists. Members who desire to send written communications to other
members concerning any special or annual membership meeting, may request BRMBA to
send such communication to all members entitled to vote at the meeting. The request
shall be via e-mail and shall be delivered to the Secretary not earlier than two business
days after the first notice of the meeting, and not less than five business days before the
scheduled date of the meeting.
7. Absentee Ballots. (Proxies). Subject to such limitations and rules as may be established
by the Board of Directors or the Elections Committee, a member may cast an absentee
ballot by appointing the Secretary of BRMBA as proxy to vote an absentee ballot for the
member. Such proxies shall be referred to as absentee ballots, shall be personally signed
by the member, shall be effective only for the particular meeting for which given, and
shall specify with particularity the member’s votes. Absentee ballots must be submitted
on forms approved by the Elections Committee. Absentee ballots shall be available for all
matters for which binding membership votes are required under Article V, section 6(a),
and for such advisory votes as the Board of Directors may designate from time to time.
An absentee ballot is effective when received by the Secretary or other officer or agent
authorized to tabulate votes. An absentee ballot is revocable by the member, and is
revoked if the member casting the absentee ballot:
(a) Attends any meeting and votes in person; or (b) Signs and delivers to the Secretary or
other officer or agent authorized to tabulate absentee votes either a writing stating that the
absentee ballot is revoked or a subsequent absentee ballot.
8. Elections Committee. The Board may appoint an elections committee and make other
provisions to ensure fair and accurate elections at both special and annual meetings.
ARTICLE VII. THE BOARD OF DIRECTORS
1. Powers. The activities, affairs and property of BRMBA shall be managed and directed,
and its powers exercised by and vested in, the Board of Directors. The Board is
authorized to perform whatever acts appear reasonably necessary or convenient to further
the interest of BRMBA. Such powers include, but are not limited to, creating committees,
appointing coordinators for committees, entering into contracts; the purchase, lease and
other acquisition of real and personal property, borrowing money, hiring employees and
consultants, investing funds and promulgating and enforcing rules of the corporation.
2. Numbers, Elections, Term.
(a) Number: The number of directors shall be three, but the number may vary from
time to time at the discretion of the Board of Directors. In no case shall the number of
directors be fewer than three nor greater than twelve.
(b) Alternate Directors: In addition to regular Board members there shall be two
alternate directors, one to be elected at the Annual Membership meeting in even
numbered years, the other to be elected at the Annual Membership meeting in odd
numbered years. Alternate directors shall attend meetings of the board and shall vote and
act as a director whenever there are two regular directors absent from a meeting. If only
one director is absent, the alternate director elected in an even numbered year shall serve
for an absent director who was elected in the even numbered year, and the alternate
director who was elected in the odd numbered year shall serve for the absent director who
was elected in the odd numbered year. Alternate directors may make motions, second
motions, and participate in all Board discussions, whether or not a regular board member
is absent. As otherwise used in these bylaws the term director shall include alternate
(c) Election: The Board of Directors shall be elected by the membership at the annual
membership meeting, with one-half of the Board positions being filled each year.
Candidates for the Board must be eligible to vote in the election.
At each meeting of the members to elect directors, each member shall have the right to
vote for as many nominees as there are vacancies on the Board at the time the balloting
closes. Votes for directors shall be sequentially numbered in order of preference.
Members may vote for as many directors as they prefer, but only those votes assigned a
number equal to or less than the total number of vacancies existing at the close of
balloting shall be counted. Each vote shall count as only one vote, regardless of
preference ranking, and only one vote per member may be assigned to any individual
candidate. The Board may appoint an election panel and make other provisions to ensure
BRMBA BYLAWS page 5 of 10fair and accurate elections. Incumbent directors whose positions are not scheduled to be
filled at an election, may run for election to the Board of Directors at such election,
provided, however, that upon submission of a candidate statement, acceptance of a
nomination, or public announcement of candidacy, whichever occurs first, the incumbent
candidate shall be deemed to have irrevocably resigned such candidate’s incumbent
director or alternate position. The resignation shall be effective at the commencement of
the first meeting of the board of directors following the annual meeting.
(d) Term: Each director shall serve for two years, or until his or her resignation or
removal, whichever occurs first, and is eligible for re-election for unlimited
(e) Votes: In order of membership votes cast, the votes shall be counted first to fill the
regular two year Board positions, then to fill any vacant regular positions, then to fill the
alternate position regularly scheduled for election, and finally to fill the other alternate
position, if vacant. Tie votes shall be resolved by drawing straws.
3. Removal of Directors. A director may be removed from office with or without cause,
only by a vote of the membership at the annual and/or special meeting called pursuant to
the requirements of notice as set forth in Article VI-3. The Board may suspend a director
with or without cause (requiring 2/3 of the Board’s votes) for a maximum of 60 days or
until voted on as provided in this article, or cleared of any charges. The director in
question shall be excluded from such a vote. If a Board member or alternate misses three
meetings in a row, the Board may declare that seat vacant.
4. Vacancies. Whenever the number of directors or alternate directors shall for any reason
be less than the number authorized, the vacancies may be filled by a majority vote of the
remaining directors. The Board is authorized to fill the vacancy even if the number of
remaining directors is less than the number necessary for a quorum under other provisions
of these bylaws. Vacancies shall be filled at a meeting where prior notice of the matter
has been given in the agenda. The person holding the alternate director position for the
vacant director position shall be appointed to such vacancy unless such person declines
such appointment, in which case the other alternate director shall be appointed to fill the
vacancy, unless such alternate also declines the appointment. The requirement for
appointment of alternates to fill vacancies in this Section shall not apply to any alternates
who were appointed, rather than elected, to their positions.
The term of office of any director appointed under this section shall be until the next
annual membership meeting, at which time the seat shall be filled by a vote of the
membership, except for an alternate who has been elected for the same term as the
position being filled, who shall serve out the term of the position being filled. Vacancies
occurring during an annual membership meeting before the balloting is closed shall be
filled at that meeting.
5. Committees and Coordinators. The Board may appoint committees and delegate such
authority to the committees as the Board deems necessary, proper or convenient for the
effective, lawful and beneficial to the Black Rock trails. Any committees so appointed
shall report to the Board or to such other persons or committees as the Board may
BRMBA BYLAWS page 6 of 10designate. The Board shall remain responsible for ensuring that the committee function is
properly performed. The Board shall appoint such employees, coordinators and other
personnel as may be necessary to oversee the operation and planning of the activities of
BRMBA. Coordinators need not be directors. Coordinators may be removed by the Board
with or without cause.
ARTICLE VIII: MEETINGS OF THE BOARD OF DIRECTORS
1. Annual Meeting. An annual meeting of the Board of Directors shall be held at such
time as shall be determined by the Secretary, but in any case, within thirty days after the
annual meeting of the membership. The purpose of such meeting shall be to review the
status of BRMBA, to elect officers, and to continue the activities of BRMBA.
2. Regular Business Meetings. There shall be a regular business meeting of the Board
the 3rd Friday of every month, unless otherwise specified by the Board agenda. In
addition to regular meetings, meetings can be called when deemed necessary with
3. Special Meetings. Special meetings of the Board may be called by the President or by
4. Notice. Written notice for the annual meeting and regular or special business meetings
of the Board shall be delivered by e-mail to each director at the address currently entered
in the membership records of BRMBA. Such notice shall be given not less than seven nor
more than thirty days prior to the date of the meeting and shall set forth the time and place
of the meeting. It is the responsibility of the individual director to provide the Secretary
with a correct email address. A director may waive notice of any meeting of the Board of
Directors by submitting a written waiver of notice to the Secretary. Attendance of a
director at any meeting of the Board of Directors shall constitute waiver of notice.
5. Quorum. A majority of the directors, but in no case fewer than three, shall constitute a
quorum for the transaction of business.
6. Voting. A two-thirds majority of all the Directors present and voting at a meeting at
which a quorum is present shall be an act of the Board of Directors. No action shall be
taken by the Board of Directors without a meeting. For purposes of this Section,
abstentions shall not be counted as votes.
8. Policy of Decision Making. It shall be the express policy of BRMBA that, except as
provided in Section 9, all meetings are open to members of BRMBA and that, in acting
on any matter before it, the Board shall give due consideration to the opinions and desires
expressed by those members present.
9. Closed Sessions. Closed sessions may be held at the discretion of the President and two
of the Board of Directors or five Board members. These sessions shall be closed to all
except the Board, consultants, witnesses, and such other persons as the Board may invite.
All or any portions of the Board retreats may be held in closed session. No votes shall be
taken at these meetings. Minutes may be recorded and distributed at an appropriate time.
Notice shall be given to all Board members in accordance with Section 4, unless waived. Conflict of Interest. Any Board member who has a conflict of interest on any matter
brought before the Board (i.e. the matter under consideration will have a direct or indirect
financial effect on the director, a relative of the director or a member of the director’s
household) must, before discussion or vote on the issue, fully disclose the conflict. The
member shall not be counted for purposes of a quorum, but may vote unless the issue is
within the scope of Article X.
ARTICLE IX: OFFICERS
1. Officers. Officers of BRMBA shall be three: a President, Secretary, and Treasurer.
At the Board of Directors’ discretion, no officer position may be shared by one or more
2. Election/Term. The officers are to be elected by the Board of Directors at its annual
Board meeting or in the event that an office becomes vacant at any other time of year.
There shall be no requirement that an officer be a director. Each officer shall serve until
the next annual Board meeting or until their death or resignation.
3. Secretary. The responsibilities of the Secretary shall be as follows: to keep a current
record containing the minutes of all meetings of BRMBA, a copy of the Certificate and
Articles of Incorporation, a copy of the bylaws, the names and addresses of the Board of
Directors, and a roll of the members; to make such book of records accessible to the
members upon reasonable notice; to act as a proxy for members electing to appoint a
proxy in accordance with Article VI, Section 7, to select a date for the Director’s meeting
and to give notice for all meetings as required by the bylaws; to be responsible for the
recording of minutes and to provide each Director with a copy thereof; to maintain a
current post office box in the name of BRMBA; and to work with the registration
coordinator prior to special events in order to assure accurate membership records. The
powers of the Secretary shall be such as are consistent with the duties enumerated above.
4. Treasurer. The responsibilities of the Treasurer shall be as follows: to keep accurate
and complete records of the receipts and disbursements of BRMBA; to make such
records accessible to the members upon reasonable notice; to supervise and effectuate an
annual BRMBA budget; to supervise a public accountant for the preparation and filing of
corporate tax returns; and to prepare a financial report for the annual membership
meeting. The powers of the Treasurer shall be such as are consistent with the performance
of the above enumerated duties.
5. President. The President shall be the principal executive officer of BRMBA, subject to
the control of the directors. (S)He shall, when present, preside at meetings of the
members, or make provision for a facilitator to preside at said meetings. The President
may sign, with the Secretary or Treasurer, or any other person so authorized by the Board
of Directors, certificates for memberships, deeds, mortgages, contracts or other
instruments which the Directors have authorized to be executed, and in general shall
perform all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
6. Removal. Any officer may be removed with or without cause by a vote of the Directors
BRMBA BYLAWS page 8 of 10at any meeting where prior notice has been given to the Board that the matter will be
7. Resignation. Any officer may resign by delivering written notice to the Secretary.
8. Vacancies. Any vacancy in an office may be filled for the unexpired portion of the term
by the Board.
ARTICLE X: TRANSACTIONS WITH DIRECTORS OR OFFICERS
1. No director or officer of BRMBA shall be interested, directly or indirectly, in any
contract relating to the operation conducted by it, nor in any matter which may render
financial benefit to the director or officer, nor in any contract for furnishing supplies or
services to BRMBA unless:
(a) the contract is fair to BRMBA and is authorized by two thirds of the directors present
and voting at a meeting at which the presence of such director is not counted for a
quorum and at which the vote of such a director is not necessary for authorization, and (b)
the material facts of the transaction and the nature of the director’s or officer’s interest
have been fully disclosed to the Board prior to discussion and consideration of the matter.
2. A director or officer of BRMBA has an indirect interest in a transaction if:
(a) Another entity in which the director or officer, a relative of the director or officer, or a
member of the director’s or officer’s household has a material interest or in which the
director or officer, relative or household member is an employee or general partner is a
party to the transaction; or (b) Another entity of which the director or officer, relative or
household member is a director, officer or trustee is a party to the transaction, and the
transaction is or should be considered by the board of directors of BRMBA.
3. For purposes of subsection (1) of this section, a conflict of interest transaction is
authorized, approved or ratified if it receives the affirmative vote of two thirds of the
directors on the board of directors who have no direct or indirect interest in the
transaction. A transaction may not be authorized, approved or ratified under this section
by a single director. If two thirds of the directors who have no direct or indirect interest in
the transaction vote to authorize, approve or ratify the transaction, a quorum is present for
the purpose of taking action under this section. The presence of, or a vote cast by, a
director with a direct or indirect interest in the transaction does not affect the validity of
any action if the transaction is otherwise approved as provided in this section.
BRMBA BYLAWS page 9 of 10ARTICLE XI: AMENDMENT
These bylaws may be amended by an act of the Board of Directors at any regularly
scheduled meeting of the Board, provided notice of the intent to amend was made at
prior Board meeting.
BYLAWS ADOPTED THIS 16th day of June, 2006.