Hampton BMX Volunteers Association, Inc
Hello Membership,
It is with great pleasure we announce that our Non-Profit articles of Incorporation have been filed with the Secretary of State and our Non-Profit Corporation, Hampton BMX Volunteers Association, Inc. is now active. Please see below for our current bylaws.
2024 Hampton BMX Board of Directors
President - Andrew Gibler
Vice President - SB Smith
Track Operator - David McDonald
Treasurer - Chris Rollins
Secretary/Clerk - Open
BYLAWS
of
HAMPTONBMX VOLUNTEERS ASSOCIATION, INC.
ARTICLE I
Name & Purpose
The name of this organization will be known as HAMPTONBMX VOLUNTEERS ASSOCIATION, INC. (HBMX).
HBMX has been assembled as the governing body of this organization, located in the eastern coast of Virginia and is a non-profit volunteer organization registered with the state of Virginia and is the governing body of the Hampton BMX track located in Gosnold’s Hope Park in Hampton, VA. The organization shall be responsible for promoting the sport, bicycle motocross (BMX), events and competitions, and any other additional events to be hosted on the aforementioned facility. This shall include all persons who are capable of participating. HBMX shall promote good sportsmanship, respect for others, and help teach all participants bicycle safety and skills. The organization shall promote bicycling sports as a family activity in a well-organized program. The organization will teach participants to believe in family values and to assist with improvements, races, and promotions of the Hampton BMX track. The organization is sanctioned by USABMX and follows their rules and regulations for the sport.
ARTICLE II
Offices
Section 2.1 Principal Office: The principal office of the corporation shall be located at the residence of the corporation President.
Section 2.2 Registered Office: The registered office of the corporation required by law is to be maintained in the State of Virginia it may be but need not be identical with the principal office. The corporation may have other offices, within the state of Virginia, as the Board of Directors deems appropriate.
ARTICLE III
Board of Directors
Section 3.1 General Powers: The Board of Directors (the Board) shall be responsible for governance, the ongoing process of due diligence to assure the health and effectiveness of the organization. The Board shall have the power to govern the affairs and property of the organization in keeping with policies it establishes that define the Board’s scope of authority and limitations. The Board is solely responsible for voting on motions that affect the organization’s policies and procedures and financials, including but not limited to, any contractual agreement with third parties, signature of checks and secondary signing of checks, handling all monies in absence of the Treasurer and financial decision of major and permanent track improvements.
Section 3.2 Number of Directors: The Board shall consist of at least five (5) officers and no more than nine (9) members (members at large) as determined by the Board. The required five officer positions are outlined in Section 5.1.
Section 3.3 Tenure: Directors shall serve a term of two (2) years from the date of their election. A full two-year term shall be considered to have been served upon the passage of two (2) annual meetings but may serve up to four (4) consecutive years. Directors shall take office immediately following the close of the annual meeting at which they are elected after that year’s season has ended. No Director shall serve more than two (2) consecutive four-year terms. Directors can seek re-election to the Board after having been off the board for an entire one-year term unless they are fulfilling another Directors of the Board position, or there is no one in line to fill in the vacating role. Fulfilling an incomplete term is not considered part of the term limit.
Section 3.4 Board Members: Members of the Board of Directors shall adhere to all policies and procedures established by the Board of HBMX.
Section 3.5 Composition of the Board of Directors: Board members shall be sought who reflect the qualifications and diversity determined by the Board in its policies. HBMX will have a discounted race fee for the Board of Directors self or immediate family members (spouse, child, self) during single point races at HBMX. Single point race fees will be $8.00 per race to cover the cost of trophies or saver stamps. If the discounted persons/race will be racing in multiple races, the added races will be charged $1/race plus service fees for credit card use. The Board of Directors immediate family or self shall also receive discounted rates in concessions determined by the concessions officer.
Section 3.6 Nomination and Election: The Election committee shall present a slate of Voting Members eligible for election at the annual meeting. All Voting Members are entitled to vote if all requirements under Section 2 have been met. The newly elected Board members shall take office immediately following the close of the meeting and season end at which they are elected. All board members and appointed officials shall comply with the (if any) requirements of Hampton City/County for background investigation.
Section 3.7 Vacancies: Any vacancy occurring in the Board of Directors and any position to be filled by reason of an increase in the number of Directors may be filled up by the recommendation of a qualified candidate, assuming majority vote of the seated board members. A Director elected to fill the vacancy shall be elected for the unexpired terms of his/her predecessor in office.
Section 3.8 Resignation: A director may resign at any time by filling a written resignation with the Chair of the Board. Also, if required through USABMX, the means of filling out the official documentation including a signature to be submitted with USABMX if that position is the Track Operator. That one person shall be removed from any social media, financial and/or track operation handled by the Board immediately if necessary. If both the President and Vice President should resign from the Association, an emergency meeting of the membership shall be called, and interim leadership voted into for the remainder of the term.
Section 3.9 Removal: The Voting Members may remove any Officer or Director for cause with a quorum vote of all Voting Members meeting requirements in section 2, at any regular or special meeting of the Board, provided that a statement of the reason(s) shall have been mailed by registered mail or delivered by hand to the Officer or Director proposed for removal at least thirty (30) day before any final action is taken. This statement shall be accompanied by a notice of time and place where the Voting Members are to act on the removal. The Officer or Director shall be given an opportunity to be heard on the matter and considered by the Board at the time and place mentioned in the notice. Any vacancy caused by removal will be filled in accordance with Section 4.7.
ARTICLE IV
Membership - Members at Large
Section 4.1 Membership (Members at Large): The Members of the Corporation shall be all local riders 13 years of age and over holding a valid license and parents of local riders who actively participate in the sport of BMX racing as sanctioned by USABMX at the Hampton BMX Track located in Gosnold’s Hope Park, and attends an HBMX meeting will be counted as a member of HBMX. All members may participate in open discussions, however, only Voting Members may be entitled to put a motion on the floor for discussion. All members shall adhere to all policies and procedures established by the organization's Board of Directors.
Section 4.2 Voting Member Requirements: To become a Voting Member, you must be brought in as a Member of Large and have attended at least 75% of the scheduled meetings within the calendar year.
Section 4.3 Motions: A Voting Member is entitled to put a motion on the floor for discussion and vote; however, only for matters that are not regarding policies and procedures or financials of HBMX. Motions concerning policies and procedures and financials may only be put on the floor and voted on by the Board of Directors. Exception: the Voting Members are entitled to put a motion on the floor and vote for any changes regarding HBMX’s BYLAWS or Articles of Incorporation.
Section 4.4 Expulsion/Suspension: Any member failing to comply with the articles of incorporation, the bylaws, or the duly promulgated rules and regulations of the Corporation may be expelled or suspended. The decision to expel or suspend a member shall be made by majority vote of a quorum of the Board of Directors. The member in question shall be entitled to be heard by the Board of Directors prior to the board vote. The member shall be given no less than ten (10) but no more than thirty (30) days written notice of the meeting of the Board of Directors at which the member status will be voted on.
At such time the decision is taken to expel a member then, within a reasonable amount of time, written notice is to be sent to the member and a copy of such notice forwarded to USA BMX. If the board decides to suspend a member, then written notice of the suspension is to be sent to the member advising them of the length of time they are suspended and the date the suspension is to end. A member can be suspended for a minimum of 30 days and the maximum to be at the board’s discretion.
ARTICLE V
Officers of the Board of Directors
Section 5.1 Positions: There shall be five (5) elected officers of the Board of Directors and no more than eight (8). The must-fill officer positions are President, Vice President, Track Operator, Secretary, and Treasurer. Additionally, the Grounds Keeper, Concessions/Course Clerk, and the Public Relations/Education Officer are positions strongly encouraged to fill. Every position except for the President and Vice President may have assistants for the position as long as they are appointed by the board with a favorable vote.
President - Shall preside over all board and any parent’s organizational meetings, act as mediator with Hampton and the Parks and Recreation department. Hold meetings with HBMX members concerning upcoming events, rules, safety regulations and confirm HBMX is ready in all aspects during any sanctioned event. Present the track to the surrounding area by promoting through their term. Should know all rules of competition or know where to find them. Maintain promoting the track through social media, face to face meetings, and regular scheduled rider meetings along with the assistance of any other appointed member. The president will also help maintain the HBMX’s website and social media along with the Public Relations Officer. As a member of the Board of Directors, the President may vote on matters before the board only to resolve a tie vote. The President's responsibility to cast a tie-breaking vote may not be delegated by position or proxy.
Vice President / Assistant Track Operator - Shall assist the President with all the duties and assume all responsibilities of the President or Track operator in his/her absence (exclusive of tie-breaking vote). Shall assist the Track Operator with his duties and assume all responsibilities of the Track Operator during his absence. Shall assist with volunteers and board members in setting up the equipment on practice/race nights. Shall be able to produce involvement with riders, help to grow riders from the community and promote HBMX through their voted term. Should know all rules of competition or know where to find them. The vice president will also help maintain the HBMX’s website and social media along with the Public Relations Officer.
Track Operator – Be responsible for all aspects of track operations, including scheduling and promoting races with the help of any track/director board assistant if needed. The Track Operator shall work with the Track Assistant/s on any track construction and maintenance. It is the responsibility of the Track Operator for race and or practice day staffing of officials, registration, concessions, track grooming and repair (before and during the event). Shall be the representative and local spokesperson with the Hampton City/County and the Hampton Parks and Recreation Department, and the USABMX Administration. Should know all rules of competition or know where to find them. Must receive and rule on all protests. Attend all open HBMX sanctioned events. The track operator is responsible to have an assistant present during any sanctioned event in his/her absence. Maintain and communicate with all board members concerning any matter with HBMX. Continue to grow HBMX with new ideas, events, and advertising.
a. The Track Operator will be responsible for the track safety and condition. He/she will not allow any changes to the track without prior approval of the Board of Directors.
b. No changes will be made to the track for a period of two weeks prior to any state race. Necessary maintenance and grooming will be permitted at the Track Operator’s discretion.
c. All proposed changes to me made to the track, must first be discussed with the rider-base, and solicited amongst members of the board. If agreed on, the TO will present the changes at the board meeting. The proposed changes must then be voted on and accepted before work can begin.
d. The Track Operator shall verify that an appropriate liability insurance policy is in effect prior to conducting any racing activities on the BMX track. A copy of this liability insurance will be forwarded to the Hampton Parks and Recreation Department upon its receipt. A copy will be always maintained at the track.
e. All major changes to the track should be within the annual budget.
Secretary- Keep accurate records, roll call, attendance, agenda, voting eligibility, minutes of meetings, keep these records available for inspection upon request. Shall have ballots available at each meeting when a voting will be taking place. Prepare an Agenda for all monthly and or special meetings. Communicate with the board of directors on upcoming events, scheduling, and social media control. To be an assistant of the treasure in his/her absence. Is responsible for all the track’s practice and race day administrative needs, including new and renewal license applications. Will be responsible for sending moto sheets along with applications and race reports to the National Office within 48 hours after race communicating and working with the treasurer. If the Concessions / Clerk of Course position is not filled, the responsibilities of that office are required to be fulfilled by the Secretary.
Treasurer- Must be responsible for registration and concessions cash in any event HBMX will be hosting. Must have cash available at the opening of registration and concession. The treasurer along with one other officer of the organization must count and record all monies immediately following the event. It is the responsibility of the Treasurer or his/her assistant to attend all practice/race days and any other special events where cash on hand will be needed; this responsibility can be offset with the President or Vice President if there is prior coordination. The treasurer is responsible for all the track’s practice and race day administrative needs, including new and renewal license applications. Will be responsible for sending moto sheets along with applications and race reports to the National Office within 48 hours after race communicating and working with the Secretary (can also be offset through President or Vice President). They will maintain the records for insurance, taxes, nonprofit 501(3)c license, and comply with all VA state regulations and rules for non-profit bookkeeping.
Grounds Supervisor – Organize a team to keep the grounds of HBMX trimmed including weed control, insect control, helping to maintain the tracks surface. The grounds supervisor shall work with a built team that will collect garbage, maintaining a safe and clean environment for riders and families. Help in the build and upgrades of HBMX including but not limited to staging, striping lines, tenting, shades, grass, trash collection, etc. Coordinates all efforts with the track operator.
Concessions / Clerk of Course – Shall be responsible for all monies in concessions during any open hours. Shall count prior to and after each event. Shall be responsible for the menu items for sale during open hours. Will have to make numerous trips to the store during non-race hours throughout the season for stocking, restocking and being sure there are plenty of concessions available for the future events. Controlling the Square device, or any other method of electronic payment, in an orderly manner, including but never limited to, advertising, marketing items for sale, and maintaining attendance at all racing events. In any absence, being responsible for having a “floater” or group of volunteers that will maintain all responsibilities during their absence. Turn in all receipts for any purchases within one week’s time to the treasure. Discuss any purchases over the voted amount prior to purchasing. Maintain all purchases with a non-profit 501(3)c tax identification number. If the vendor is not set for non-tax purchases, the concessions must maintain accounts at vendors for any purchased non-taxed items. Keep records of all accounts.
Education Officer / Public Relations – This position is the main social media promoter and school liaison for the organization. Their primary focus is to promote and advertise the HBMX non-profit and interact with the local county and neighboring county school districts. They will serve as a point of contact for all media releases. They will work with other members of the board, as the lead, to create BMX flyers and handouts to help promote the sport and will ensure they maintain the HBMX’s website. Will be the primary individual responsible for maintaining the website. Public relations may recruit volunteers to assist with distribution of promotional material from outside of the organization.
Section 5.2 Nomination and Election: The Governance Committee (if one exists, otherwise the President will be responsible for ensuring organization) shall present a slate of Officers to the Board of Directors. The nominated Officers shall be drawn from among the members during HBMX open hours of operation any time between October 15th to December 15th – the end of the term season. Nominations will stand open for at least two (2) consecutive open days at HBMX but no more than five (5) consecutive open days at HBMX. The nominated time period must be announced for all voting members at the meeting prior to the nomination month. Nominations for officers shall meet required voting member criteria, have volunteered at least fifteen (15) hours of time during the current nominated season of HBMX and accept the nominated role and responsibilities.
The nomination of Officers shall close at the end of registration of the day announced at the previous meeting. Nominations must be done in person and the nominated member must have verbally accepted the nomination and responsibilities stated for the Board of Directors position. The election shall be held at the year-end annual meeting of the Board and members. The newly elected Officers shall take office immediately following the year end seasons closing December 15th and meet at the close of the vote in the meeting at which they are elected, and the term of office shall be one year.
Section 5.3 Tenure: The term for each Officer shall be commencing with the date of the annual meeting of the members following the year end season on December 15th. No single individual may be elected for more than two (2) consecutive four-year terms in any single office (in line with the Board of Directors).
Section 5.4 Chair Succession: In cases of temporary absence, the succession shall be Vice President, Treasurer and then Secretary. If the elected Chair (President) is unable to fulfill his/her term, the Vice President/Chair shall become Chair. The Vice Chair position shall not automatically succeed to the Chair. Any individual Board member shall be a candidate for Chair.
ARTICLE VI
Meetings
Section 6.1 Regular and Annual Meetings: Monthly meetings of the membership will be held on the last Wednesday of every month. Notice shall be given to each Voting Member at least seven (7) days prior to the date of a reschedule of any one regular meeting.
Section 6.2 Special Meetings: Special meetings of the Board of Directors may be called by the Chair or by a majority of the Board filing a verbal, email, any social media application, or written request for such a meeting with the Chair and stating the object, date of requested meeting and hour, therefore. Due notice of special meetings shall be given seven (7) days prior to such a meeting.
Section 6.3 Quorum: Fifty-one percent (51%) or greater of the officers and members then in office shall constitute a quorum for the transaction of business at any regular or special meetings of the Board of Directors, except where otherwise required by the Bylaws. Voting is a majority unless otherwise specified by these Bylaws. An official scheduled board meeting requires that each board member have written notice two weeks in advance. An emergency board meeting can be called at any time for a specific purpose. This purpose should be the only item on the agenda.
Section 6.4 Meeting Format: The board shall select the meeting format in any method allowed by the laws of the state of Virginia for a not-for-profit organization. Any such meeting, whether regular or special, complying with Sections shall be recorded and kept copes for at least four (4) years past the termed ended. Records shall be kept by paper files, electronically and readily available to any requested board, bank, financial or voted member upon request.
Section 6.5 Meeting Notice: Notice of all regular and special meetings, an agenda of all items to be discussed at such meetings and agenda support materials shall be circulated to all Voting Members and/or Directors at the meeting. Any Voting Member or Director may waive notice of any meeting to review documented material that shall be voted upon until the next meeting. If a special meeting shall be made for a specific voting prior to the next scheduled month's meeting, it shall be announced and decided prior to the end of the current meeting. The attendance of a Voting Member or Director at any meeting also shall constitute a waiver of notice of such meeting, except where a Voting Member or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6.6 Action: Any action required by the Board of Directors may be taken without a meeting if all Directors receive notice of said proposed action in writing or by electronic transmission and a majority of Directors consent thereto in writing or by electronic transmission that included all voters. Response to the information shall constitute a waiver of notice requirements. The writing(s) or electronic transmission(s) shall be filed with the minutes of proceedings of the Board and maintained in the official files following into the next meeting. The quorum requirement for any such action shall be as stated in Section 5.3.
Section 6.7 Proxy and Alternates: A proxy by a director may be conveyed to another director for voting on matters brought before special meetings of the board. A handwritten, signed proxy designating the absent director’s representative and clearly stating his/her vote in any special conditions will be delivered to the Board by the proxy holder. The board may, by majority, reject the proxy and defer a vote if the nature of the business before the board has changed appreciably or if the information on issues under vote is incomplete. Proxy votes will be noted in the board's minutes and retained on file by the Secretary.
ARTICLE VII
Staff
Section 7.1 Staff: The Board of Directors shall have the discretion to appoint a chief staff person and other staff personnel who shall be responsible for carrying out the work of HBMX track duties and/or responsibilities in accordance with the policies established from time to time by the Board of Directors.
ARTICLE VIII
Committees
Section 8.1 Establishment and Operation of Committees: The Board of Directors shall establish such committees and task forces as advisable to assist with the governance without compromising the Board’s authority and in keeping with the policies established by the Board.
Section 8.2 Appointment of Committee Chairs: These committees shall operate in accordance with the roles and policies established by the Board. The Chair, in consultation with the Vice Chairperson(s), shall appoint committee chairs.
ARTICLE IX
Fiscal Responsibilities
Section 9.1 Fiscal Year: The fiscal year of the corporation shall begin as the first day of January and end at 11:59 PM on the 31st day of December each year.
Section 9.2 Contracts: The Board of Directors may authorize any officer or officers of the corporation to enter any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority and its specific purpose must be recorded in the official minutes of a regular or special meeting.
Section 9.3 Checks, Drafts, or Orders: All check drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by any TWO of the Directors not to include spouses or relatives.
Section 9.4 Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. All funds (cash, personal checks, monies of any type) from any sponsored event shall be counted by any person, designated by one of the Directors, and verified by a second person designated by one of the Directors. Funds shall be counted and verified by the persons designated by the directors, prior to leaving the event that generated said funds. Funds will be then given to a director in the form of a deposit. The director will then facilitate the deposit of the funds, in the corporate account, within 96 hours of said event. After the funds are deposited the director will turn over a receipt of deposit to the treasurer to be recorded in the corporate books.
Section 9.5 Gifts: The Board of Directors or officers may accept on behalf of the corporation, and turn over to the corporation, any contribution, gift, bequest, or device for any purpose of the corporation.
ARTICLE X
Rules of Order
Section 10 Robert’s Rules: The rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings as close to the rules as possible by those of the directed official known will and knowledge of HBMX members and Board, except where they may conflict with these Bylaws or other policies adopted by the Board of Directors. The Bylaws rules and policies will override any other rules and policies other than those created by USABMX.
ARTICLE XI
Indemnification
HBMX will indemnify its directors and volunteers to the fullest extent permitted by the laws of the state of Tennessee and sanctioned rules of USABMX.
ARTICLE XII
Amendments
These Bylaws may be amended at a regular meeting by a quorum vote of all Voting Members provided that notice of the proposed amendment, together with a copy thereof, will be distributed to each Voting Member at the previous meeting prior to the meeting at which the amendment is to be considered after the date of 2024 which gapped Bylaws from 2014 and previous non-existing current Board Directors.
ARTICLE XIII
Dissolution
In the event of the dissolution of HBMX and after the payment of all debt and return of charitable contributions as appropriate, all assets shall be distributed to the Hampton Parks and Recreation Department. If unable to receive, the board will determine a local 501(c)3 nonprofit that is reflective of HBMX’s mission and they will receive all remaining assets.
These bylaws were amended and accepted on this 27th day of March 2024 by:
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President: Andrew Gibler |
Member at Large: Jennifer Rumburg |
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Vice President: SB Cutts |
Member at Large: Tyler Young |
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Track Operator: David McDonald |
Member at Large: N/A |
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Secretary: N/A |
Member at Large: N/A |
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Treasurer: Chris Rollins |
Member at Large: N/A |
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Member at Large: Rob Poffenbarger |
Member at Large: N/A |
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Member at Large: Denice Clark |
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Member at Large: Sean Ford |
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Signed by: Andrew C. Gibler
10 April 2024
Thank you,
Hampton BMX
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