Santa Monica Spoke Rules of Governance

Santa Monica Spoke Rules of Governance

Article 1: Name and Geography

1.1 Name: Santa Monica Spoke is a local chapter of the Los Angeles County Bicycle Coalition (LACBC), created pursuant to Section 5.17 of the LACBC bylaws.

1.2 Geography: Santa Monica Spoke, hereafter referred to as the Chapter, will serve all LACBC members, LACBC members within the City of Santa Monica and/or those who have selected Santa Monica Spoke as their affiliated chapter and pursuant to Article 4 herein.

Article 2: Purpose

The purpose of the Chapter, as adopted by its Steering Committee, are: to improve conditions for bicyclists and pedestrians at the local level and promote bicycling and walking as environmentally friendly, healthful and enjoyable.  The Chapter will perform three fundamental functions:

2.1. Advocate for bicyclists’ and pedestrians’ interest in city governmental policies;

2.2. Host bicycle/pedestrian safety and education events; and

2.3.  Work with citizens around the city/county to promote bicycle/pedestrian-friendly communities.

2.4  Participate in mutual support and collaboration with LACBC and Local Chapters to promote our Missions

The name of the Chapter, or the names of any of its Officers and Steering Committee, shall not be used for any purpose not related to the policies of the Chapter, as determined by the Steering Committee.  The Chapter shall be non-commercial, non-sectarian and non-partisan.

Article 3: Mission

The mission of Santa Monica Spoke is to build a better, more bike-able Santa Monica by bringing diverse communities together to improve the pedestrian and bicycling environment and quality of life.

As a local chapter of the Los Angeles County Bicycle Coalition, (LACBC) we are dedicated to improving walking and biking in the City of Santa Monica. We are a community based group working to make Santa Monica more sustainable, and a better place to live, walk, bike, work and play.

Advocating the implementation of Complete Street Design Concepts that support and protect all users (pedestrians, cyclists) and the use of public transit to promote fewer single car tips and an active, healthier lifestyle and environment for the community at large.

Article 4: Membership

4.1 Members are those who provided name and contact information to LACBC (or via Chapter to LACBC) and have paid dues (or by barter) pursuant to Article 4 of LACBC Bylaws. A Chapter member must be a member of LACBC in good standing.

4.2  Membership All LACBC members who reside within the City of Santa Monica or opt for Santa Monica Spoke Chapter will be served as Chapter Members (unless they opt out)

4.3 The Chapter may have an unlimited number of members.

Article 5: Steering Committee

5.1 Steering Committee: The Chapter shall have a volunteer Steering Committee to conduct the Chapter’s business and promote its purposes and mission.  Actions of the Chapter shall be approved by a majority vote of the Steering Committee.

5.2 Members may join the Steering Committee upon satisfying the following requirements:

(i)     LACBC / Santa Monica Spoke membership in good standing as set by article 4.1.
(ii)    attended at least two Chapter meetings /events.
(iii)   actively volunteered and/or significantly contributed to Santa Monica Spoke or LACBC’s
efforts outside of meetings. Significant contribution shall be determined by majority vote
by the Steering Committee.
(iv)   nomination by member of Steering Committee.
(v)    elected by a majority of the Steering Committee.

5.3 Powers. The Steering Committee shall have the general power to control and manage the affairs and property of the Chapter in accordance with the purposes and limitations set forth in LACBC’s policies and pursuant to Section 5.17 of the LACBC bylaws. The Steering Committee powers include, but are not limited to:

(i)     Appointing and removing, at the discretion of the Steering Committee, all of the
organization’s Officers, committees; prescribing roles for them;
(ii)    Preparing an organizational budget;

5.4 Number. The number of those constituting the entire Steering Committee shall consist of no more than fifteen, and no fewer than two. No fewer than two shall satisfy these rules but Chapters goal shall be a minimum of five.

5.5 Election and Term of Office. The Steering Committee shall be elected to hold office for two-year terms.  Steering Committee members shall be elected at the annual meeting of the Steering Committee by a vote of a majority of the Steering Committee. Steering Committee Members may be re-elected to any number of consecutive terms. Re-election shall only be upon a showing that each Steering Committee member has met the duties and responsibilities for the Steering Committee in an exemplary manner.

5.6 Nominations. The Steering Committee shall consider potential nominees each year proposed or nominated by members of Steering Committee and must be a member of the Chapter in good standing as outlined in Article 4.1 and qualifications pursuant to Article 5.2.  Nominations should be submitted 30 days prior to the annual meeting or regular meeting should there be a vacancy as outlined in article 5.4.  The Steering Committee may elect or re-elect some, all, or none of the nominees at the Steering Committee annual meeting or regular meeting.

5.7 Removal. Any Steering Committee member may be removed at any time for cause by a vote of two thirds of the entire Committee at any regular meeting, or at any special meeting of the Steering Committee called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Steering Committee then in office.  A Committee member who misses three consecutive meetings shall be automatically removed, but may be reinstated by a vote of a majority of the Steering Committee for good cause shown.

5.8 Resignation. Any member of the Steering Committee may resign from the Committee at any time.  Such resignation shall be made in writing to the Chair, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chair.  No resignation shall discharge any accrued obligation or duty of a Steering Committee member.

5.9 Vacancies and Newly Created Steering Committee Openings. A vacancy on the Steering Committee shall exist on the occurrence of:  the death, resignation, or removal of any Steering Committee member; the increase of the authorized number of the Steering Committee; or the failure of the members to elect the required number of the Steering Committee.  Any newly created positions and any vacancies on the Steering Committee arising at any time and from any cause may be filled by a vote of the majority of the Steering Committee then in office, regardless of their number, and the Steering Committee Member so elected shall serve until the next annual meeting.

5.10 Quorum and Voting.  A quorum of the Steering Committee shall be at least 50% of the filled positions of the Steering Committee. Each Steering Committee member shall have one vote and there shall be no proxy voting.

(i)     While conducting Chapter business the Steering Committee agrees to seek consensus, if
none can be reached after a reasonable discussion, if there is a quorum Steering
Committee agrees to consent by vote of the majority unless otherwise stated in these
(ii)    Exception: actions/items put forth by a Steering Committee Member for majority consent
on an issue that can be sought and reached via email. For email voting decision can be
carried once quorum is reached or carried by majority of Steering Committee currently
holding office who respond.
(iii)   Steering Committee Members may raise a vote, to remove or to table to a later date any
agenda item.

5.11 Responsibilities of Steering Committee. Steering Committee shall be responsible for promoting the purposes and mission of the Chapter set forth in Article 1, Article 2 and Article 3 of  these Rules. The Steering Committee shall assist in coordinating programs, projects and activities of the Chapter, recruiting members pursuant to Article 1, and funds for the Chapter, and shall also be actively involved in fulfilling such duties and responsibilities as are determined from time by a majority vote of the Steering Committee.  Steering Committee Members may be removed, by vote of the Steering Committee as defined in Section 5.5, for not fulfilling Steering Committee responsibilities.

5.12 Chapter Committees. The Steering Committee, by vote of a majority of the Steering Committee, may establish and appoint Chapter Committees that it deems appropriate.  These Committees may be formed for the purpose of conducting Chapter business, including but not limited to organizing events, projects, campaigns, fiscal reporting and grant management, outreach, or marketing. Chapter Committees, their Chairs and Co-Chairs are to be approved and appointed by the Steering Committee.  Each Committee so appointed shall consist of at least one Steering Committee Member unless the majority vote allows otherwise. All Committees must agree to conduct their business buy a move to consensus, and, if none can be reached after a reasonable discussion, agree to majority consent by majority vote. All ratified items of a Committee must be presented to the Steering Committee for consent.

Each Committee may organize itself in accordance with the Committee’s needs, as long as each sub-committee keeps Steering Committee updated and has a spokesperson to give regular reporting to or provides a written report to the Steering Committee at minimum once per month or as deemed necessary by the Steering Committee.

Article 6: Officers and Authorized Representative

6.1 Chapter Officers: The Steering Committee shall appoint the following Chapter Officers:

(i)     Chair: The Chair shall be the chief executive officer of the Chapter
(ii)    Secretary: The Secretary shall keep the written record of the proceedings of Chapter and
Steering Committee meetings and shall be responsible for providing written records of the
proceedings and report meeting minutes to the Chapter’s Authorized Representative
designated in Article 6.2, and/or to LACBC Board and/or its delegatee. Secretary may
concurrently hold office or another position in the Chapter.
(iii)   Treasurer: The Treasurer shall record and report all Chapter financial transactions to the
Steering Committee. The Treasure shall provide these reports to the Chapter’s Authorized
Representative designated in Article 6.2, and/or to LACBC Board and/or its delegatee.
Treasurer may concurrently hold office or another position in the Chapter other than
Steering Committee Chair.

6.2 Authorized Representative: The Steering Committee shall appoint an Authorized Representative and Alternate to act as a liaison to the LACBC Board and/or its delegatee and to represent the Chapter at the Regional Caucus.  The Authorized Representative or Alternate may concurrently hold office or another position in the Chapter. The Authorized Representative or Alternate shall, to the extent practicable, take direction from the Steering committee before taking action at the Regional Caucus and/or notify Steering Committee of any actions taken at Regional Caucus meetings.

6.3 Appointments and Term of Office. Officer terms will be for one-year unless otherwise specified by the Steering Committee. Officers shall be appointed at the annual meeting of the Steering Committee by a vote of a majority of the Steering Committee. At the conclusion of the Officer’s term, the Steering Committee may move to re-elect the Officer for any number of subsequent terms. Re-election shall only be upon a showing that each officer has met the duties and responsibilities in an exemplary manner.

Article 7: Meetings

8.1 Meetings: The Chapter shall hold a minimum of three publicly noticed meetings per year open to all LACBC members.  Notice shall at a minimum include the LACBC Board or its delegatee AND two of the following at least 72 hours in advance of the meeting:

(i)     Posting on a publicly accessible Chapter website
(ii)    Posting on a widely accessible social media page (e.g. Facebook)
(iii)   Emailing to a distribution list of Chapter members

8.2 Minutes: Meeting minutes shall be submitted to the LACBC Board or its delegatee within 10 days of the meeting.

8.3 Emergency Meetings. Any member of the Steering Committee may call an emergency session of the Steering Committee only to take action on a specific item which cannot wait until the next regularly scheduled meeting.  Any such member must make a good faith effort to contact each Steering Committee Member, and a quorum must be present at an emergency meeting for the Steering Committee to take action.

8.4 Steering Committee Annual Meeting. The annual meeting of the Committee shall be held at a time and place fixed by the Steering Committee.

Article 8: Amendments

These Chapter Rules of Governance may be revised by concurrence of both:

(i)     two-thirds of the Steering Committee
(ii)    the LACBC Board

Article 9: Dissolution of the Chapter

As a committee of LACBC, upon dissolution of the Chapter all assets assigned to the Chapter, including funds, equipment, and intellectual property, shall be returned to and remain with LACBC. Notwithstanding the foregoing, LACBC shall transfer the following assets to a successor local organization with an aligned mission that operates within the subject local jurisdiction(s):

(i)     Intellectual property created prior to the ratification of these Rules of Governance, the
Chapter name and logo
(ii)    Equipment purchased prior to the ratification of these Rules of Governance

Upon dissolution of the Chapter, LACBC shall evaluate the most effective way to support advocacy within the subject local jurisdiction(s). If doing so will further the Chapter mission, LACBC will work in good faith to come to a mutually acceptable agreement regarding the dissolution of the Chapter and the disbursement of Chapter assets. LACBC at its sole discretion shall consider transferring any of the following assets to a successor local organization:

(i)     Any balance of funds assigned to the Chapter
(ii)    Any grant funds awarded to perform work within the subject local jurisdiction(s)
(iii)   Any intellectual property created after the ratification of these Rules of Governance
(iv)   Any equipment purchased after the ratification of these Rules of Governance

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