The Mad River Rivers
BY-LAWS
ARTICLE 1
Name, Corporation, and Location
Name, Corporation, and Location
Section 1. Name. The name of this organization is the “Mad River Riders Incorporated”, sometimes hereinafter referred to as “Mad River Riders” or “MRR”.
Section 2. Corporation. The Mad River Riders is a Vermont Domestic Non-profit Corporation and a federal 501 (c) (3) non-profit corporation.
Section 3. Location. The Mad River Riders primarily serves the Mad River Valley Watershed including the towns of Waitsfield, Warren, Fayston, Moretown, and Duxbury.
Section 2. Corporation. The Mad River Riders is a Vermont Domestic Non-profit Corporation and a federal 501 (c) (3) non-profit corporation.
Section 3. Location. The Mad River Riders primarily serves the Mad River Valley Watershed including the towns of Waitsfield, Warren, Fayston, Moretown, and Duxbury.
ARTICLE 2
Purpose
Purpose
Section 1. Purpose. The purpose of the Mad River Riders is to expand mountain biking and other non-motorized outdoor recreational opportunities in the Mad River Valley. Through partnerships with private landowners, local, state and federal government agencies, schools, non-profits, and other local groups, MRR will design, build, maintain, and secure public access to multi-use trails for non-motorized activities. MRR will also promote and expand road biking opportunities in the Mad River Valley and advocate for safe access to public roadways for non-motorized users. MRR’s primary focus will be on building and maintaining a variety of sustainable four-season multi-use trails that connect and highlight the communities of the Mad River Valley. All trails will be open to the public and to all non-motorized uses including, but not limited to, mountain biking, fat biking, hiking, walking, running, skiing, and snow shoeing. While the primary focus is trail building and maintenance, the Mad River Riders will also plan, execute, sponsor and promote activities such as volunteer trail building and maintenance days, group rides, festivals, races, clinics, mentoring, and charitable and educational events. The Mad River Riders is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE 3
Dissolution
Dissolution
Section 1. Dissolution. Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c )(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE 4
Membership
Membership
Section 1. Membership. As a member chapter of VMBA, all individual, family, student or other types of memberships will be handled and processed by VMBA as specified in their By-Laws.
ARTICLE 5
Board of Directors
Board of Directors
Section 1. Number and Qualification. The Board of Directors shall consist of not less than five (5) nor more than twelve (12) members, as may be determined from time to time by a majority of the then current members of the Board of Directors. All Board members shall be members of the Mad River Riders’ chapter of VMBA. For purposes of this requirement, members of family memberships and duly authorized agents of business memberships shall be considered members of the Corporation. The Executive Director shall be an ex officio non-voting member of the Board of Directors and shall not be included within the determined number of Directors.
Section 2. Nomination. Candidates for the Mad River Riders’ Board of Directors shall be nominated by any current MRR Director. Nominations can be made at any time. Candidates for the MRR Board of Directors may also be nominated by a petition signed by at least ten (10) MRR members or by voice vote at the Annual Meeting.
Section 3. Election. Candidates are voted on by the current board of directors at any official meeting. A quorum of board members must be present. Candidates can also be voted on at the Annual Meeting by a vote of Mad River Riders members present. At the Annual Meeting, at least 20 Mad River Riders members are required for a quorum.
Section 4. Tenure. All members of the Board of Directors shall be elected for three (3) year terms and shall assume their position immediately upon being voted in.
Section 5. Attendance. Absent a prior arrangement with the Board, any Director who fails to attend at least 50% of all regularly scheduled Board meetings per calendar year will be asked to step down from the Board.
Section 6. Removal. A director may be removed by an affirmative vote of at least two-thirds (2/3) of the remaining Directors for just cause specified by the Board.
Section 7. Remuneration. No member of the Board of Directors shall be paid for services as such rendered to the Mad River Riders, provided, however, that reasonable expenses of Directors may be paid or reimbursed by the Mad River Riders.
Section 8. Powers and Duties. The Board of Directors shall have absolute and complete authority to manage and direct the funds, programs, and business of MRR. It shall have the right and power to make all contracts and agreements on behalf of MRR and shall employ and remove all personnel and agents as deemed necessary and proper and shall determine the compensation and duties of each. The Board of Directors may create and designate such committees as it may deem necessary to facilitate the operations of MRR. All committees shall be subordinate and responsible to the Board of Directors.
Section 9. Annual and Regular Meetings. The Board of Directors shall hold an annual meeting each year. The Board of Directors shall hold at least six (6) regularly scheduled meetings during the calendar year. All MRR Board of Directors meetings are open to the general membership of the Mad River Riders, but the Board may go into executive session if necessary or advisable. Non-MRR members may be invited to Board of Directors meetings by any Director.
Section 10. Action without a Meeting. Any action by the Board of Directors may be taken without a meeting if a two thirds (2/3) majority of all Directors individually consent to the action by written or verbal communication. Such consent shall be filed with the minutes of the proceedings of the Board of Directors.
Section 11. Executive Session. At any meeting of the Board of Directors, a majority of Board members present may vote to go into closed executive session in order to consider matters of a sensitive or confidential nature.
Section 12. Notice. Not less than two (2) weeks prior to the annual meeting, written notice, setting forth the date, time, place, and agenda, shall be emailed to each MRR member and optionally published by other means. Not less than one (1) week prior to each regularly scheduled meeting of the Board of Directors, written notice, setting forth the date, time, place, and agenda, shall be emailed to all Directors at their addresses set forth in the records of the Mad River Riders.
Section 13. Quorum and Voting. At any meeting of the Board of Directors, the presence of a majority of the current Directors shall constitute a quorum. Representation by proxy shall not be permitted unless a majority of the Board consents to representation by proxy. Unless otherwise specified in these By-Laws, a majority vote of those persons actually present at a meeting at which there is a quorum shall prevail on all matters. In all cases in this document, a simple majority means greater than half. Exactly half of the total number of board members at a meeting does not constitute quorum and tie votes do not pass.
Section 14. Meeting by Telecommunication Device. Any member of the Board of Directors or any member of a committee designated by the Board who is temporarily incapacitated, residing temporarily outside of the Mad River Valley, or is otherwise unable to attend a meeting, may participate in a meeting of the Board or committee by means of a conference telephone or similar telecommunication device by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 15. Code of Conduct. The members of the Board of Directors and the Executive Director shall conduct themselves with integrity, collegiality, and care in all activities related to the Mad River Riders. This includes:
Section 16. Trail Planning. Building new trails, expanding existing trails, and improving public access to trails is the central purpose of the Mad River Riders. The Board of Directors (BOD) has the responsibility to collectively and democratically plan, prioritize, and execute all trail projects. The BOD shall continuously seek out and listen to input on trail planning from Mad River Riders members, the Executive Director, landowners and trail managers, state and local government, other trail advocacy organizations, and the general public. The BOD shall be guided by best practices for sustainable trail design including, but not limited to, International Mountain Bike Association (IMBA) trail building standards and United States Forest Service (USFS) guidelines. The Board of Directors, preferably by consensus and necessarily by majority vote, shall define a high level trail network development plan including an overall vision, long term (up to 10 year) plan, and near term (current year to 2 years out) plan. The following is the basic process by which the Mad River Riders will accomplish that:
Section 17. Landowner Relations. The Mad River Riders will strive to cultivate strong relationships with all of the landowners (private and public) on which current and hoped for future trails exist. The Mad River Riders Board of Directors, by consensus or majority vote, will designate two or more individuals to interact with each landowner on behalf of the Riders. Individuals assigned to a particular landowner will work together to cultivate that relationship and agree to fully share all of their communications with that landowner with each other.
Section 2. Nomination. Candidates for the Mad River Riders’ Board of Directors shall be nominated by any current MRR Director. Nominations can be made at any time. Candidates for the MRR Board of Directors may also be nominated by a petition signed by at least ten (10) MRR members or by voice vote at the Annual Meeting.
Section 3. Election. Candidates are voted on by the current board of directors at any official meeting. A quorum of board members must be present. Candidates can also be voted on at the Annual Meeting by a vote of Mad River Riders members present. At the Annual Meeting, at least 20 Mad River Riders members are required for a quorum.
Section 4. Tenure. All members of the Board of Directors shall be elected for three (3) year terms and shall assume their position immediately upon being voted in.
Section 5. Attendance. Absent a prior arrangement with the Board, any Director who fails to attend at least 50% of all regularly scheduled Board meetings per calendar year will be asked to step down from the Board.
Section 6. Removal. A director may be removed by an affirmative vote of at least two-thirds (2/3) of the remaining Directors for just cause specified by the Board.
Section 7. Remuneration. No member of the Board of Directors shall be paid for services as such rendered to the Mad River Riders, provided, however, that reasonable expenses of Directors may be paid or reimbursed by the Mad River Riders.
Section 8. Powers and Duties. The Board of Directors shall have absolute and complete authority to manage and direct the funds, programs, and business of MRR. It shall have the right and power to make all contracts and agreements on behalf of MRR and shall employ and remove all personnel and agents as deemed necessary and proper and shall determine the compensation and duties of each. The Board of Directors may create and designate such committees as it may deem necessary to facilitate the operations of MRR. All committees shall be subordinate and responsible to the Board of Directors.
Section 9. Annual and Regular Meetings. The Board of Directors shall hold an annual meeting each year. The Board of Directors shall hold at least six (6) regularly scheduled meetings during the calendar year. All MRR Board of Directors meetings are open to the general membership of the Mad River Riders, but the Board may go into executive session if necessary or advisable. Non-MRR members may be invited to Board of Directors meetings by any Director.
Section 10. Action without a Meeting. Any action by the Board of Directors may be taken without a meeting if a two thirds (2/3) majority of all Directors individually consent to the action by written or verbal communication. Such consent shall be filed with the minutes of the proceedings of the Board of Directors.
Section 11. Executive Session. At any meeting of the Board of Directors, a majority of Board members present may vote to go into closed executive session in order to consider matters of a sensitive or confidential nature.
Section 12. Notice. Not less than two (2) weeks prior to the annual meeting, written notice, setting forth the date, time, place, and agenda, shall be emailed to each MRR member and optionally published by other means. Not less than one (1) week prior to each regularly scheduled meeting of the Board of Directors, written notice, setting forth the date, time, place, and agenda, shall be emailed to all Directors at their addresses set forth in the records of the Mad River Riders.
Section 13. Quorum and Voting. At any meeting of the Board of Directors, the presence of a majority of the current Directors shall constitute a quorum. Representation by proxy shall not be permitted unless a majority of the Board consents to representation by proxy. Unless otherwise specified in these By-Laws, a majority vote of those persons actually present at a meeting at which there is a quorum shall prevail on all matters. In all cases in this document, a simple majority means greater than half. Exactly half of the total number of board members at a meeting does not constitute quorum and tie votes do not pass.
Section 14. Meeting by Telecommunication Device. Any member of the Board of Directors or any member of a committee designated by the Board who is temporarily incapacitated, residing temporarily outside of the Mad River Valley, or is otherwise unable to attend a meeting, may participate in a meeting of the Board or committee by means of a conference telephone or similar telecommunication device by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 15. Code of Conduct. The members of the Board of Directors and the Executive Director shall conduct themselves with integrity, collegiality, and care in all activities related to the Mad River Riders. This includes:
- Making attendance at all meetings a high priority and being prepared to discuss the business and issues on the agenda having read all of the background material relevant to the topics at hand.
- Cooperating with and respecting the opinions of fellow board members. Be open to dissenting voices. Endeavor to incorporate and build on other director’s ideas. Offer alternative points of view as options to be considered and invite others to do so too.
- On important issues, being balanced in one’s effort to understand other board members and to make oneself understood.
- Refraining from trying to influence other board members outside of board meetings that might have the effect of creating factions and limiting free and open discussion.
- Once a board decision is made, supporting the decision even if one’s own view is a minority one.
- Not disclosing or discussing differences of opinion on the board with those who are not on the board. The board should communicate externally with “one voice”.
- Respecting the confidentiality of information on sensitive issues, especially in personnel matters.
- Representing the Riders in a positive and supportive manner and being an advocate for the organization and its mission at all times and in all places.
- Disclosing one’s involvement with other organizations, businesses or individuals, where such a relationship might be viewed as a conflict of interest. (See the Conflict of Interest clause, Article 11.)
Section 16. Trail Planning. Building new trails, expanding existing trails, and improving public access to trails is the central purpose of the Mad River Riders. The Board of Directors (BOD) has the responsibility to collectively and democratically plan, prioritize, and execute all trail projects. The BOD shall continuously seek out and listen to input on trail planning from Mad River Riders members, the Executive Director, landowners and trail managers, state and local government, other trail advocacy organizations, and the general public. The BOD shall be guided by best practices for sustainable trail design including, but not limited to, International Mountain Bike Association (IMBA) trail building standards and United States Forest Service (USFS) guidelines. The Board of Directors, preferably by consensus and necessarily by majority vote, shall define a high level trail network development plan including an overall vision, long term (up to 10 year) plan, and near term (current year to 2 years out) plan. The following is the basic process by which the Mad River Riders will accomplish that:
- Define and write down a brief vision statement that describes what the ultimate Mad River Valley trail network would be. Record the vision statement in the minutes and post it on the website.
- Create a prioritized list of new trail construction projects, current trail expansion projects, trail reroutes, trail re-builds, and efforts to secure access to existing trails for the long term (up to 10 years). The list must include the relevant land owners and managers. For each project, create a punch list of tasks to secure legal permission, design the trail, raise funds, create a budget, write a construction plan. The punch list should identify the people who will carry out each task subject to the board’s oversight.
- For the current year and the next year, create a schedule and resource plan for all the projects underway in that time period. Clearly multiple activities can proceed in parallel, but clearly define the priority especially where resources are severely limited (i.e. grant opportunities, budget for subcontractors, trail crew time.)
- Once the trail plan is established by the Board of Directors by either consensus or majority vote, all Board of Directors, the Executive Director, and any other MRR employees agree to support it and work for its successful completion whether they agree with it all or not.
Section 17. Landowner Relations. The Mad River Riders will strive to cultivate strong relationships with all of the landowners (private and public) on which current and hoped for future trails exist. The Mad River Riders Board of Directors, by consensus or majority vote, will designate two or more individuals to interact with each landowner on behalf of the Riders. Individuals assigned to a particular landowner will work together to cultivate that relationship and agree to fully share all of their communications with that landowner with each other.
ARTICLE 6
Officers
Officers
Section 1. Officers. The officers of the Mad River Riders shall be nominated and elected annually by the Board of Directors by majority vote at the MRR Board Meeting immediately following the MRR annual meeting. All officers shall be members of the Board of Directors. They shall serve one year terms. Any unexpired term of office shall be filled by the Board of Directors at any Board of Directors meeting. The required officers shall be President, Vice President, Secretary, and Treasurer. No person may serve in two or more offices.
Additional offices can be created by a two thirds (2/3) vote of the Board of Directors at the annual meeting.
Section 2. President. The President shall preside at the MRR annual meeting and at all meetings of the MRR Board of Directors. He or she shall be responsible for submitting agendas for the annual meeting and for all MRR Board of Directors meetings to the Secretary prior to the distribution of meeting notices. He or she shall sign contracts or agreements of the Mad River Riders when so directed by the Board of Directors. The President shall manage the work of the Executive Director and any other MRR employees that may exist. The President shall be an ex-officio member of all committees and shall be the Mad River Riders’ primary spokesperson, together with the Executive Director, if applicable, for public relations and fundraising purposes.
Section 3. Vice President. The Vice President shall, in the absence of the President, possess all the powers and perform all the duties of the President. The Vice President shall perform such other duties as the President or Board of Directors may designate.
Section 4. Secretary. The Secretary shall keep or cause to be kept minutes of all meetings of the Board of Directors. The Secretary shall have charge of the By-Laws and any records of the Mad River Riders. The Secretary shall notify or cause to be notified the Board of Directors and MRR members of the meetings.
Section 5. Treasurer. The Treasurer shall receive and hold all documents of property or funds of the Mad River Riders and shall, under the direction of the Board of Directors, pay or cause to be paid, all bills and make expenditures and investments. The Treasurer shall present financial reports to the Board of Directors. The Treasurer shall also present a detailed report of receipts and expenditures of the preceding fiscal year at the annual membership meeting, and print an annual financial report to be presented to and accepted by the Board of Directors at the first regular meeting of the Board of Directors following the end of the fiscal year.
Section 6. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of MRR would be served thereby.
Section 7. Executive Director. The Board of Directors may appoint an Executive Director of the Mad River Riders, with responsibilities and compensation as the Board may determine. The Executive Director shall be an ex-officio member of all committees.
Additional offices can be created by a two thirds (2/3) vote of the Board of Directors at the annual meeting.
Section 2. President. The President shall preside at the MRR annual meeting and at all meetings of the MRR Board of Directors. He or she shall be responsible for submitting agendas for the annual meeting and for all MRR Board of Directors meetings to the Secretary prior to the distribution of meeting notices. He or she shall sign contracts or agreements of the Mad River Riders when so directed by the Board of Directors. The President shall manage the work of the Executive Director and any other MRR employees that may exist. The President shall be an ex-officio member of all committees and shall be the Mad River Riders’ primary spokesperson, together with the Executive Director, if applicable, for public relations and fundraising purposes.
Section 3. Vice President. The Vice President shall, in the absence of the President, possess all the powers and perform all the duties of the President. The Vice President shall perform such other duties as the President or Board of Directors may designate.
Section 4. Secretary. The Secretary shall keep or cause to be kept minutes of all meetings of the Board of Directors. The Secretary shall have charge of the By-Laws and any records of the Mad River Riders. The Secretary shall notify or cause to be notified the Board of Directors and MRR members of the meetings.
Section 5. Treasurer. The Treasurer shall receive and hold all documents of property or funds of the Mad River Riders and shall, under the direction of the Board of Directors, pay or cause to be paid, all bills and make expenditures and investments. The Treasurer shall present financial reports to the Board of Directors. The Treasurer shall also present a detailed report of receipts and expenditures of the preceding fiscal year at the annual membership meeting, and print an annual financial report to be presented to and accepted by the Board of Directors at the first regular meeting of the Board of Directors following the end of the fiscal year.
Section 6. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of MRR would be served thereby.
Section 7. Executive Director. The Board of Directors may appoint an Executive Director of the Mad River Riders, with responsibilities and compensation as the Board may determine. The Executive Director shall be an ex-officio member of all committees.
ARTICLE 7
Financial Administration
Financial Administration
Section 1. Fiscal Year. The fiscal year of the Mad River Riders shall be the calendar year.
Section 2. Bank Accounts. A checking account shall be maintained by MRR and the Treasurer shall be responsible for maintaining the records of such account. At the discretion of the Board of Directors, other accounts, such as interest-bearing accounts, money market accounts or certificates of deposit may also be set up and maintained by the Treasurer in the name of MRR. The President or Treasurer, acting singly, subject to Section 4 below, shall have authority to sign checks and receive funds. Any and all funds received shall be promptly deposited in bank accounts of MRR.
Section 3. Annual Report. The Board of Directors may make the fiscal report available to the membership as soon as practical after the end of the fiscal year.
Section 4. Limitation of Authority as to Expenditures. All expenditures shall be made at the discretion of the Treasurer, subject to Board approval.
Section 2. Bank Accounts. A checking account shall be maintained by MRR and the Treasurer shall be responsible for maintaining the records of such account. At the discretion of the Board of Directors, other accounts, such as interest-bearing accounts, money market accounts or certificates of deposit may also be set up and maintained by the Treasurer in the name of MRR. The President or Treasurer, acting singly, subject to Section 4 below, shall have authority to sign checks and receive funds. Any and all funds received shall be promptly deposited in bank accounts of MRR.
Section 3. Annual Report. The Board of Directors may make the fiscal report available to the membership as soon as practical after the end of the fiscal year.
Section 4. Limitation of Authority as to Expenditures. All expenditures shall be made at the discretion of the Treasurer, subject to Board approval.
ARTICLE 8
Parliamentary Authority
Parliamentary Authority
Section 1. Parliamentary Authority. The President, Vice President, or designated substitution from among the remaining Directors shall run all meetings of the Mad River Riders. A request by any Director to conduct a given meeting per the rules contained in the most recent version of Robert’s Rules of Order will be honored
ARTICLE 9
Committees
Committees
Section 1. Committees. The Mad River Riders may, at the annual or any other Board of Directors meeting, create committees to conduct business for MRR. Committee directors and members will be elected by majority vote of the MRR Directors. The committees and the committee director are granted no special authority. The committees are a means by which the Mad River Riders get work done. They should be populated by individuals who enjoy the work of that committee and are committed to working together to advance the goals of the Mad River Riders subject to oversight by the Board of Directors.
Section 2. Trail Maintenance Committee. The Mad River Riders may create a “Trail Maintenance” committee to plan and execute the maintenance of all MRR trails.
Section 3. Events Committee. The Mad River Riders may create an “Events” committee to plan, coordinate, and execute MRR events.
Section 4. Membership Committee. The Mad River Riders may create a “Membership” committee to manage the MRR membership process with VMBA and to plan and execute projects to expand membership.
Section 5. Communications Committee. The Mad River Riders may create a “Communications” committee to manage communication with MRR members and the general public through a website, social media, emails, press releases, or other means.
Section 6. Fundraising Committee. The Mad River Riders may create a “Fundraising” committee to plan and execute projects to raise funds for the Mad River Riders through grants, charitable contributions, sale of goods, or other means.
Section 2. Trail Maintenance Committee. The Mad River Riders may create a “Trail Maintenance” committee to plan and execute the maintenance of all MRR trails.
Section 3. Events Committee. The Mad River Riders may create an “Events” committee to plan, coordinate, and execute MRR events.
Section 4. Membership Committee. The Mad River Riders may create a “Membership” committee to manage the MRR membership process with VMBA and to plan and execute projects to expand membership.
Section 5. Communications Committee. The Mad River Riders may create a “Communications” committee to manage communication with MRR members and the general public through a website, social media, emails, press releases, or other means.
Section 6. Fundraising Committee. The Mad River Riders may create a “Fundraising” committee to plan and execute projects to raise funds for the Mad River Riders through grants, charitable contributions, sale of goods, or other means.
ARTICLE 10
Amendments
Amendments
Section 1. Amendments. These By-Laws may be amended by a two thirds (2/3) vote of the Board of Directors at any time.
ARTICLE 11
Conflicts of Interest
Conflicts of Interest
Section 1. Purpose. The Mad River Riders endeavors to meet high ethical standards in order to merit the trust of its members, landowners, donors, governments, and the public. The integrity of the Riders depends on ethical behavior throughout the organization, and in particular, on fair, well-informed decision-making. The ability to make a decision is sometimes affected by other interests (personal or professional) of individuals in the organization. Such conflict of interest situations are a regular part of organizational and personal life and cannot simply be eliminated. The purpose of this policy is to enable the Mad River Riders to manage conflict of interest situations successfully and resolve them fairly. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.
Section 2. Scope. This policy applies to all members of the board of directors, the executive director, and any other employees of the Mad River Riders.
Section 3. Definitions.
A. Interested Person: Members of the MRR Board of Directors, the Executive Director, and any other employees of MRR which may exist from time to time.
B. Conflict of Interest: A situation in which a person has a private, personal, professional, or direct or indirect financial interest sufficient to appear to influence the decision-making or objective exercise of any duties related to the Mad River Riders.
C. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
i. An ownership or investment interest in any entity with which MRR has a transaction or arrangement,
ii. A compensation arrangement with MRR or with any entity or individual with which MRR has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which MRR is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Mad River Riders’ Board of Directors decides that a conflict of interest exists.
Section 4. Procedures.
A. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists: After disclosure of the conflict of interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
i. An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the Board or committee shall determine whether MRR can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in MRR’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Additional Conflict of Interest Rules with Regards to Contract or Subcontract Awards
i. When a board member or employee of an organization is bidding on a project in their private/personal capacity, that is a per se conflict of interest. The board member bidding on the project must be screened from (1) the selection, (2) the contract negotiation/award, and (3) the contract administration process. In addition, the board member or employee bidding on the project should be screened from the project development portions of the project to prevent accusations of conflicts going forward.
ii. Organizations and employee/board members must review and follow their own conflict policies when a board member/employee is bidding on a contract. The organization should take extra efforts to document what steps were taken to ensure compliance with conflicts procedures so that federal and state agencies can receive this information if an issue arises.
iii. Ensure that bidding processes are competitive; that selection criteria are clear and objective; and that documentation is created to demonstrate how the selected contractor meets the selection criteria.
E. Violations of the Conflicts of Interest Policy
i. If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 5. Conflict of Interest Public Funding Policy
A. The Mad River Riders must develop thorough requests for proposal (RFPs) and broadly publish (VMBA/chapter website, social media, reaching etc.)
B. The Mad River Riders must provide ample time for builders to develop proposals. Ideally, notice of open RFPs will be no less than 45 days, but cannot be less than 14 days.
C. For RFPs over $100,000, the chapter must host a bidder conference and advertise the location, date, and time no less than 21 days in advance.
D. Any board members that benefit as a builder or through a relationship with a builder must recuse themselves from discussion and the decision-making process.
E. The Mad River Riders must communicate with all builders about decisions made within three business days of choosing a builder.
Section 2. Scope. This policy applies to all members of the board of directors, the executive director, and any other employees of the Mad River Riders.
Section 3. Definitions.
A. Interested Person: Members of the MRR Board of Directors, the Executive Director, and any other employees of MRR which may exist from time to time.
B. Conflict of Interest: A situation in which a person has a private, personal, professional, or direct or indirect financial interest sufficient to appear to influence the decision-making or objective exercise of any duties related to the Mad River Riders.
C. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
i. An ownership or investment interest in any entity with which MRR has a transaction or arrangement,
ii. A compensation arrangement with MRR or with any entity or individual with which MRR has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which MRR is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Mad River Riders’ Board of Directors decides that a conflict of interest exists.
Section 4. Procedures.
A. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists: After disclosure of the conflict of interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
i. An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the Board or committee shall determine whether MRR can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in MRR’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Additional Conflict of Interest Rules with Regards to Contract or Subcontract Awards
i. When a board member or employee of an organization is bidding on a project in their private/personal capacity, that is a per se conflict of interest. The board member bidding on the project must be screened from (1) the selection, (2) the contract negotiation/award, and (3) the contract administration process. In addition, the board member or employee bidding on the project should be screened from the project development portions of the project to prevent accusations of conflicts going forward.
ii. Organizations and employee/board members must review and follow their own conflict policies when a board member/employee is bidding on a contract. The organization should take extra efforts to document what steps were taken to ensure compliance with conflicts procedures so that federal and state agencies can receive this information if an issue arises.
iii. Ensure that bidding processes are competitive; that selection criteria are clear and objective; and that documentation is created to demonstrate how the selected contractor meets the selection criteria.
E. Violations of the Conflicts of Interest Policy
i. If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 5. Conflict of Interest Public Funding Policy
A. The Mad River Riders must develop thorough requests for proposal (RFPs) and broadly publish (VMBA/chapter website, social media, reaching etc.)
B. The Mad River Riders must provide ample time for builders to develop proposals. Ideally, notice of open RFPs will be no less than 45 days, but cannot be less than 14 days.
C. For RFPs over $100,000, the chapter must host a bidder conference and advertise the location, date, and time no less than 21 days in advance.
D. Any board members that benefit as a builder or through a relationship with a builder must recuse themselves from discussion and the decision-making process.
E. The Mad River Riders must communicate with all builders about decisions made within three business days of choosing a builder.