Bylaws

Unanimously approved 8/3/08; Elections revised by unanimous approval 1/8/12

Philosophy

This section states the key elements of Bikerowave’s purpose: its mission, philosophical approach to organization governance, inclusiveness, and not-for profit stance.

Mission Statement

Bikerowave’s mission statement, approved by unanimous vote at a meeting of the Bikerowave membership: Bikerowave’s primary mission is to empower the cycling public by providing affordable hands-on education about bicycle repair and maintenance. We aim to provide the space and tools necessary to assist cyclists in repairing and maintaining their own bicycles. We also seek to serve as a community center for Westside cyclists by providing a venue for gatherings and events. We are a not-for-profit, all-volunteer, member owned organization that strives to be eco-friendly in all aspects of its operation. We believe the success of our mission will lead to a safer, stronger, larger and more vital Westside cycling community.

Governance ultimately up to the membership

Governance of Bikerowave is ultimately up to the membership. The bylaws and resulting structures only exist to enable them. In particular, the board exists to facilitate Bikerowave’s membership, and should work to anticipate their needs, and adopt approaches in keeping with their point of view. If they don’t, the Bikerowave members are encouraged to vote the bastards out.

Consensus oriented decision making

Bikerowave adopts a consensus oriented approach to decision making at the board, committee, and general body level. This means that on any issue at any level the decision making entity first seeks a unanimously supported decision. If, after a genuine effort, unanimous support is not achieved, the body can make a decision with an 80% supermajority. Supermajority refers to 80% of those members who choose to vote, not 80% of all members.

Equal opportunity & inclusive

Bikerowave does not discriminate on the basis of race or ethnicity, gender, sexual orientation, socioeconomic status, age, children, or political viewpoints apart from bikes. Making bicycling accessible is important to Bikerowave and therefore Bikerowave has a sliding scale for low income customers. Bikerowave seeks to be inclusive, actively welcoming new members into the organization.

Not For Profit

Bikerowave is a not-for-profit organization. No group funds or property may be expended for the private benefit of any member.

Ownership of resources

Bikerowave is collectively owned by the membership. No member can appropriate resources for personal use, and ultimate control of Bikerowave’s resources rests with the membership.

Member Status

As an all volunteer organization, volunteers are the fundamental force at Bikerowave. They hold the power to make decisions, and drive the shop forward. There are three types of volunteers. Provisional volunteers have recently started volunteering, and are still familiarizing themselves with the shop. “Volunteer” describes those who have passed their provisional period, and who volunteer at Bikerowave on a regular basis. “Members” are those volunteers who commit substantial time to Bikerowave and therefore have earned the right to have a say in how the shop operates. “Members” are the legal members of the Bikerowave Cooperative, Inc.

Volunteer Rights & Responsibilities

All volunteers are required to observe the terms of the Volunteer Code of Conduct and to act in accordance with the rights and responsibilities of their volunteer status. Should they break these terms, action may be taken according to the Volunteer Disciplinary Procedure.

Rights and Responsibilities of Provisional Volunteers

Provisional members are still learning about Bikerowave, and are working towards becoming either a volunteer or member. A Provisional Volunteer:

  • Spends at least 6 or 12 hours per month, depending on which volunteer status one is seeking, working on BRW’s behalf in approved ways, as set forth in policy. If a member is seeking volunteer status with a modified commitment the board may approve a modification during the provisional period. Frequent use of this exception is discouraged.
  • Adheres to the Volunteer Code of Conduct
  • Has access to free shop time when space is available
  • May attend Member meetings
  • May participate on committees
  • Has access to the forum’s Private section
  • Receives member emails
  • May advertise their awezomeness as a BRW member

Additional Rights and Responsibilities of Volunteers

Volunteers make substantial contributions to Bikerowave, but they are not permitted to take part in the governance of Bikerowave to the same extent as Members. A volunteer has all the rights & responsibilities of a provisional volunteer, as well as the following:

  • Spends at least 6 hours per month working on BRW’s behalf in approved ways, as set forth in policy. In special cases this parameter may be changed by a board consensus. Frequent use of this exception is discouraged.
  • May store project materials according to current policy of the Inventory Committee

Additional Rights and Responsibilities of Members

Members consistently commit enough time to be familiar with the organization and can therefore vote and run for offices. Members are the legal members of the coop. A Member has all the rights & responsibilities of a provisional volunteer, as well as the following:

  • Spends at least 12 hours per month working on BRW’s behalf in approved ways, as set forth in policy.
  • May store project materials according to current policy of the Inventory Committee
  • May vote in votes of the general body
  • May vote for elected positions
  • May run for elected positions

Code of Conduct

All volunteers should act to further Bikerowave’s Mission Statement in accordance with Bikerowave’s philosophy, bylaws, and policies. Violations of the code of conduct will be dealt with in accordance with the Disciplinary Procedure.

Board of Facilitators

Duties, Privileges, and Responsibilities of the Board

The Board is charged with the responsibility of making ad-hoc decisions on behalf of the Membership, when those decisions are either trivial, or noncontroversial, or which must be made in a timely manner and cannot wait until the next Member meeting. When a board member’s best judgment of the will of the Membership differs from their interpretation of what is best for Bikerowave, it is the board member’s responsibility to resolve this conflict by discussion with the Membership. If after a genuine attempt at resolution a conflict still exists, it is the Board Member’s duty to submit to the will of the Membership. As a last resort, the Membership may overrule any decision of the Board. The Board is responsible for continuing maintenance of Bikerowave’s health, and its long-term planning. Additionally, the Board exists to provide a primary point of contact for the general public to interact with Bikerowave. Only the Board, or individuals it authorizes to act on its behalf, are authorized to speak for or make legal decisions on behalf of Bikerowave. The Board is empowered to appoint a General Manager, who oversees the day-to-day operations of the shop and Bikerowave’s physical space, inventory, and equipment. The General Manager need not be a member of the Board. The Board’s appointee must be confirmed by the Membership. The Board appoints the Elections Coordinator or Committee (EC) and the Membership Coordinator or Committee (MC). Decisions of the MC may be overruled by the Board. The Board may also create, fill, and disband other positions and committees in furtherance of Bikerowave’s mission. Although the members of the Board are technically not required to contribute 12 hours per month in order to maintain membership, in practice Board members are expected to work a shift or otherwise contribute significantly to Bikerowave.

Members of the Board

The Board consists of five Members of Bikerowave. No individual may hold or run for more than one seat on the Board simultaneously. Once elected, the Board Members choose amongst themselves who will fill the following roles:

  • The Chair is responsible for chairing board and member meetings. (If the Chair is absent then they, or the Board, or the Membership may appoint a temporary replacement.)
  • The Secretary is responsible for minutes at board and member meetings, maintaining policy and bylaws, and managing business paperwork.
  • The Treasurer/Chief Financial Officer is responsible for finances. The Treasurer monitors all expenditures, signs all checks, files all required tax returns, and monitors all bank accounts, and provides financial information to the board upon request.
  • Two At-Large Board Members who have no formally designated responsibilities other than to fulfill the role of the board described herein.

Elections

Board members are elected to one-year terms with elections occurring every six months for an alternating number of two or three board seats. Two terms begin at the Winter Elections, and three terms begin at the Summer Elections.

Election Coordinator

On or before the scheduled beginning of the election, the Board must appoint an Election Coordinator (or Committee) (EC) who agrees not to run in the election. The EC is responsible for the mechanics of running the election. The EC must remain nonpartisan and fair, and may not advocate for one candidate over another.

Eligibility

Any Member, other than the EC, may run for a board seat. There are no term limits; any Board member may run for re-election.

Voting Mechanism

Each voter may cast one vote per open seat, and may cast at most one vote per candidate. Elections are to take place by secret ballot. The candidates with the most votes will be seated. In the case that some seats are available for longer terms than others, the candidate with more votes wins the longer seat. In case of a tie, the winner will be decided by a random process, such as flipping a coin or drawing spokes.

Election Dates and Timeline

Winter elections begin at the January Member Meeting. Summer elections begin at the July Member Meeting. If the Board has not appointed an EC by the beginning of this meeting, an agenda item is automatically added for the Membership to do so. If a member wishes to request that the Membership overrule the Board’s choice of EC, an agenda item is automatically added to do so as well. Special elections begin as soon as possible after a board seat becomes vacant. As soon as possible after the end of the meeting, the Membership Coorinator (or Committee) (MC) will publish a list of Members. These are the only people eligible to vote or run in the election. As soon as possible after the list is published, the EC will announce the schedule of the election and open the nomination period. Any eligible member may nominate themselves or any other member in writing by so informing the EC or posting to the designated place on the forum. Upon being seconded, they become a candidate. Candidates may write statements describing their qualifications for office and their plans for their term of office, and may publish them in the designated place on the Forum. Upon request of the candidate, the EC will publish these statements as well. A candidate may un-nominate themselves at any time before nominations are closed. The nomination period must last at least six full days. The EC opens the voting period by:

  • publishing the names of all the candidates,
  • publishing the statements of all those who have so requested (and, at the EC’s discretion, the statements of those who did not so request),
  • establishing a working voting apparatus, and
  • directing the voters to the voting apparatus.

The voting apparatus will remain open until the end of the voting period, which must last at least 5 full days. The EC will tabulate and publish the results of the election as soon as possible after the end of the voting period. At the next regularly scheduled Member Meeting after the results are published, an agenda item is automatically added to seat the new Board Members. If there are concerns about irregularities or unfairness in the election, the Membership may vote to void the results of the election. In this case, the EC will schedule a special election for all open seats as soon as possible. In the event of conflict between the length of the nominations or voting period and the election schedule, the schedule will be pushed back in order to bring it into compliance with the minimum durations of the nomination and voting periods. Elections will not be canceled or restarted solely due to an overly aggressive election schedule.

Communications between the Board, Candidates, and EC

During the election, Board Members, Candidates, and the EC will refrain from private communication on the subject of the election. All communication between the aforementioned on the subject of the election will take place in full view of the Membership.

Termination of Board Membership

An individual’s status as a member of the Board terminates when any of the following occurs:

  • when they voluntarily quit by so informing the rest of the Board
  • when they are no longer a Member of Bikerowave
  • by unanimous vote of all other members of the Board
  • by decision of the membership

When a seat is vacated before the end of the Board Member’s term, within 10 days the Board will appoint a replacement to serve until a replacement member can be elected. If more than 90 days remain until the beginning of the next regular election, a special election will be held as soon as possible to fill the vacant seat for the rest of term. Otherwise, the vacant seat will be filled at the next regular election. The Board’s appointed replacement may be overruled by vote of the Membership. In the event that multiple seats are simultaneously available, the EC may (at their discretion) choose to hold just one special election for all available seats.

Board Meetings

Who can attend

Volunteers can attend any meeting of the board. Non-volunteers may not attend unless the board votes otherwise.

Quorum

4/5 board members must be present for a quorum in any board meeting. Board members may attend a board meeting electronically.

Announcement

Any meeting must have its time and location made known to the member body two weeks beforehand. The meeting agenda will be announced one week prior to the meeting. Members may request agenda items. The minutes will be distributed one week after the meeting. In case the meeting is on an emergency basis it must be listed immediately after the decision to hold the meeting. In such cases the need for a meeting on short notice must be approved by a 2/5 vote of the board. Bylaws may not be altered at any meeting with less than two weeks notice.

Frequency

The board will hold at least one properly announced meeting in each calendar month.

Member Meetings

Who can attend

Volunteers can attend any meeting of the member body. Non-volunteers may attend if approved by a supermajority (80%) of the members present.

Quorum

1/3 of members must be present for a quorum at a meeting of the general body of members. Members may participate by teleconference, but only as practicable.

Announcement

Any meeting must have its time and location made known to the member body two weeks beforehand. The meeting agenda will be announced one week prior to the meeting. Members may request agenda items. The minutes will be distributed one week after the meeting. In case the meeting is on an emergency basis it must be listed immediately after the decision to hold the meeting. In such cases the need for a meeting on short notice must be approved by a 2/5 vote of the board. Bylaws may not be altered at any meeting with less than two weeks notice.

Petitions to Appeal

Any Bikerowave decision, whether made by a committee, the member body, or the board may be appealed. Support of 1/3 of members is required to file a petition, which must be phrased as a yes/no proposal. Appeals will be placed on the agenda of the next member or board meeting (whichever is applicable according to policy) where it will be voted on. The usual 80% supermajority of the voting members or 4/5 of the board will be required to pass the policy. Any member may request an item be added to a meeting agenda for discussion (but not for vote) without going through the petition process.

Proposals

Any member (with support of 3 other voting members), committee, or the Board may make proposals for new policy or amendments to the bylaws. Proposals must be in yes/no form. Proposals will be placed on the agenda of the next member or board meeting (whichever is applicable according to policy) where it will be voted on. The usual 80% supermajority of voters or 4/5 of the board will be required to pass the policy. Any volunteer may request an item be added to a meeting agenda for discussion (but not for vote) without going through the proposal process.

Amending bylaws

Bylaws can only be amended by consensus or super majority of the general body. Bylaws amendments may be proposed by the board or by member petition. See Petitions to Appeal/Proposals. Any proposals for changes shall be reasonably noticed to the member body prior to their consideration.

Annual Review

An annual review of the Bylaws shall be completed by the Board prior to the Annual Meeting in order to allow any proposed changes to be voted on during the Annual Meeting. Any proposals for changes shall be reasonably noticed to the member body prior to their consideration.

Finance Committee

The Treasurer is chair of the Finance Committee.

Taxes

The Finance Committee is responsible for filing taxes in accordance with Local, State and Federal laws.

Annual Budget

The Finance Committee is responsible for developing and reviewing fiscal procedures and the annual budget with the other Board members. The Board must approve the budget, and all routine operating expenditures must be within the budget. The Budget shall be presented to the Members at the Annual Meeting

Annual Financial Report

It is the responsibility of the Treasurer to have an Annual Financial Report prepared at the close of each fiscal year. The report shall be presented at the Annual Meeting.

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