It would be cool to be conected to the other clubs in NC. I had chosen PAS as my affiliated club for the past 2 years. If this goes, then I can choose the Blazers

I know there was a lot of talk about this at the meeting,just wondering if there is any update?

Kevin asked for an update; here it is. I have pasted below the Chapter Charter that we would agree to in order to become a SORBA-IMBA Chapter. Note that they are going the waive the application fee if we submit our appplication before year end.

Please read it. I think you'll find that the conditions are very reasonable. Additionally, if for any reason we find in the future that the Chapter relationship does not work well for us, we can opt out simply by giving 60 days notice. But I expect that will not be the case.   

At next months meeting we will ask the members to vote, authorizing the Executive Officers to apply to become a Chapter of SORBA-IMBA and to execute the Chapter Charter. This membership approval is not strictly required by our organizational documents, but this is YOUR CLUB. The members should have a voice in this change.

At last week's monthly meeting we had a good (and long) discussion about this proposal. I think everyone there would agree the idea was very well received. However, many members were not there and some who were may not have had all their questions or concerns addressed.

So, lets be sure to do that now. Read the Charter, raise any questions or concerns you may have, so we can discuss them. 

I'm really excited about the potential for this change. I hope you are too.

Jim Grover
President, Tarheel Trailblazers

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ARTICLE I: TERM OF AGREEMENT

This charter is made this ________day of _______________, 20__ by and between the International Mountain Bicycling Association (herein after referred to as IMBA) and the____________________________ Chapter, (herein after referred to as the Chapter). Modifications to the charter may be proposed by either party and shall become effective upon written approval of both parties.


ARTICLE II: BACKGROUND AND OBJECTIVES

WHEREAS, IMBA is a California nonprofit corporation, exempt from federal income tax according to IRS code 501(c)3 and leads a national and worldwide effort to create, enhance and preserve trail experiences for mountain bicycling through a network of individual members, and local affiliates; and

WHEREAS, IMBA seeks to equip, empower and build chapter and affiliate organizational capacity; and

WHEREAS, increased affiliate capacity also enhances IMBA’s capacity to achieve its mission; and

WHEREAS, the ______________Chapter is a nonprofit corporation, or registered, in the State of ______________ and organized exclusively for charitable, educational, and recreational purposes.

WHEREAS, IMBA and the Chapter wish to set forth their mutual understandings and agreements pertaining to the designation of an IMBA Chapter Charter and the mutual rights and responsibilities created thereby; and

WHEREAS, IMBA and the chapter agree to mutually promote and conduct programs consistent with the following core values;

• We value public participation in a democratic process, and seek advocacy partners who share our regard for mountain biking.

• We value sustainable trails and the stewardship of those trails by volunteer and professional caretakers.

• We value the natural world, and respect the land and other trail users.

• We value the enjoyment, health benefits and personal challenge that mountain biking provides.



ARTICLE III: CHARTER RIGHTS & RESPONSIBILITIES

NOW, THEREFORE, in consideration of the foregoing and of other mutual promises and agreements hereinafter set forth, IMBA and the Chapter agree as follows:

1. Rights of Chapter.  The Chapter shall have the right to utilize the name of IMBA in the name of the Chapter, to acknowledge affiliation with IMBA, and to receive certain benefits granted by IMBA.  Benefits may include but are not limited to;

a) Inclusion with IMBA’s IRS Group Exemption - 501(c)3 Charitable status
b) Website hosting
c) Joint programs and trails projects
d) Joint fundraising campaigns
e) Joint membership campaigns
f) Joint communications
g) Joint events and educational programs
h) Joint sponsorship
i) Pooled purchasing and/or equipment leasing (e.g., insurance, technology, trail building tools/equipment, training programs, staffing, etc.)
j) Data base and data management
k) Financial management
l) Personnel management and services, e.g., payroll, benefits, employment tax filings, etc.
m) Organizational development and guidance (e.g., governance, board and volunteer leadership development, staff development, etc.)

2. Relationship. IMBA and the Chapter are not and shall not be considered legal
representatives, or agents of each other. At no time shall either party act or represent itself to be acting in any of these capacities. Neither IMBA nor the Chapter shall have the right or power to bind or obligate the other party in any manner and shall not make, or represent that it has the power to make, any contract, agreement, representation, warranty or obligation, express or implied, on behalf of the other Party. Neither IMBA nor the Chapter shall be liable for any act, error, omission, debt, or other liability or obligation of the other party.

3. Bylaws. Each Chapter shall adopt and maintain bylaws. The Chapter shall abide by and promote the core values, mission, purposes and objectives of IMBA as set forth in the most current version of the IMBA Bylaws. The Chapter may adopt the bylaws provided by IMBA for its operations or use their existing bylaws, subject to the approval of IMBA.  Such consent will not be unreasonably withheld.  The Chapter shall submit any changes to the bylaws and all bylaw amendments to IMBA for review to ensure compliance with this paragraph prior to adopting the bylaws.

4. Geographic Scope. The Chapter agrees to operate within the general geographic scope of ______________________________.

5.  Territory.  The Chapter’s territory is a consolidated geographic area used to identify contacts for joint membership.  The territory for joint membership will be defined as _______________________________________________________
________________________________________________________________

6. Membership. All Chapter membership will be shared with IMBA. Members join IMBA when they become members of the Chapter. All current IMBA members in the area will become Chapter members upon execution of this agreement.

7. Dues. The Chapter shall set and impose annual dues on its members in accordance with IMBA’s membership fee structure.  The Chapter will retain 40% of annual member dues and 60% will be retained by IMBA.  The Chapter will be given 60 days notification and opportunity to comment before any changes are made to the membership fee structure. 

8. Fundraising. IMBA and the Chapter may pursue mutually beneficial fundraising campaigns sharing revenue and associated campaign expenses (e.g., merchant fees, online processing fees, marketing, printing, etc.). The Chapter will keep and account for all funds raised with the exception of dues and mutually beneficial fundraising. This may include, but is not limited to: 

a) Corporate Sponsorship and membership – Note that exclusive arrangements would not be subject to revenue sharing, e.g. Subaru of America, the exclusive automobile sponsor of IMBA.
b) Major donors – applicable only to new donors.
c) Annual or special gift campaigns – e.g., IMBA’s Trailbuilding, and Legal Funds.
d) Special event fundraisers
e) Foundation and government grants – Note that often such funding is typically restricted for specific programs and will not be subject to sharing.

9. Annual Report and Audit. The Chapter shall submit an Annual Report one week prior to IMBA’s annual audit in order to present to the public a combined statement of financial activity. The chapter annual report should include:

a) A roster of outgoing and newly elected Chapter Officers and Committee Chairs and;
b) Summary of the past year’s program activities, including trails stewardship projects, educational meetings, and any special events, such as seminars or trade show participation; and
c) A roster of current members, the Chapter mailing list, and attendance lists for meetings and/or events; and
d) A financial report including a balance sheet as of December 31, showing the current assets, liabilities and fund balances of the Chapter as prescribed by IMBA

10. Bank Account and EIN. The Chapter shall establish and maintain its own bank account(s) which requires having its own federal employer identification number.

11. Logo Use. The Chapter use of the IMBA logo, the name “International Mountain Bicycling Association,” and the IMBA acronym must always include the name of the Chapter so as not to confuse communications from IMBA with those of the Chapter.

12. Chapter Name and Branding. To maintain proper branding of the Chapter, especially in communications with the general public, the Chapter must always use a name and logo that integrates IMBA’s name and logo. Examples:

a) “XYZ Mountain Bike Association, an International Mountain Bicycling
Association Chapter”; or
b) “XYZ Mountain Bike Association, an IMBA Chapter”; or
c) “XYZ Mountain Bike Association, a Chapter of the International Mountain
Bicycling Association”; or
d) “______________________, an IMBA Chapter”; or
e) IMBA _____________________ (insert a geographic identifier).

13. Charter Application fee.  The Chapter agrees to submit to IMBA, along with this signed charter agreement, a one time chapter charter application fee of $500 to help defray costs related to IRS group exemption application, website set-up, data base set-up and other related administrative start-up costs. Please see article V section 2 for exceptions.

14. Compliance with Federal, State, and Local Tax Regulations.  The Chapter agrees to comply with all Federal, State, and Local tax requirements and regulations.  This includes, but is not limited to, fundraising activities such as raffles or silent auctions.

15. Financial Reporting.  The chapter shall submit a financial report including a balance sheet as of December 31, showing the current assets, liabilities and fund balances of the Chapter as prescribed by IMBA by April 15th each year.   
     a) IMBA reserves the right to assume control of Chapter finances should the Chapter fail to submit required financial reports, including tax filings to Federal, State, or Local agencies, or operate in such a way as to threaten IMBA’s non-profit status
     b) IMBA will deduct the cost of financial management from Chapter membership revenues should IMBA be required to assume control of Chapter financial management operations

16. Insurance.  The Chapter shall obtain and constantly maintain enrollment in appropriate insurance coverage for all activities.
     a)  The Chapter shall obtain and maintain general liability coverage for day-to-day operations.  The Chapter’s general liability policy must be endorsed or approved by IMBA.
     b) Chapters that have paid staff or manage more than $50,000 in revenue per year shall obtain Director’s and Officer’s coverage.
     c) Chapters shall properly insure all events and activities, including but not limited to races, festivals, skills clinics, organized trips, or group rides.

17. Chapter Officer Code of Conduct. The Chapter Board of Directors (Board) and all Chapter Officers commit to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum while acting as Directors or Officers.

1.      Board members and Officers must have loyalty to the membership of the organization, unconflicted by loyalties to staff, other organizations or groups, and any self-interest.
2.      Board members must avoid conflict of interest with respect to their fiduciary responsibilities.
a.      Members will annually disclose their involvements with organizations or with vendors, staff or affiliates and any other associations that might be reasonably seen as representing a conflict of interest.
b.      When the Board is to decide on an issue about which a member has an unavoidable conflict of interest, that member shall disclose such conflict and absent him- or herself without comment not only from the vote but from the deliberation.
c.      Board members will not use their Board position to obtain employment in the Chapter for themselves, family members, or close associates. A board member who applies for employment must first resign from the Board.
d.      An employee who becomes a candidate for the Board shall automatically be deemed to be on an extended leave of absence during his or her candidacy. An employee candidate who successfully becomes a board member shall be deemed to have automatically and voluntarily resigned as an employee.
3.      Board members may not attempt to exercise individual authority over the organization, its affiliates, or any of their parts or staff.
4.      Board members will respect the confidentiality appropriate to issues of a sensitive nature.
5.      Board members will be properly prepared for Board deliberation.
6.      Board members will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the member’s personal position on the issue.
7.      Board members who miss three consecutive board meetings will be dismissed from the board.
8.      Board members and Officers shall not commit or advocate for actions outside of the law.  Board members that commit an illegal act will be dismissed from the Board.

ARTICLE IV: DEFINITIONS

As used herein, the following terms shall have the following meaning:

1. Major Donor – a single gift of $100 or greater will define a major donor.
2. Chapter vis-à-vis Affiliate – an IMBA Chapter specifically refers to those local nonprofit organizations that desire to be included under IMBA’s 501(c)3 IRS group tax exemption.  Affiliate is a broader designation and is inclusive of Chapters. Chapters do not pay annual affiliate dues to IMBA but agree to share membership and may share some fundraising revenue when mutually agreed.
3. Officer – A club officer is anyone who is authorized to conduct club business.  This includes but is not limited to Board members, committee members, crew leaders or those that manage Chapter resources, including volunteers and marketing devices, in any capacity.

ARTICLE V: TERMINATION

1. Either party may terminate this charter by providing the other with written notice 60 days in advance.  Upon termination by either party for any reason, the Chapter shall cease utilizing the name " International Mountain Bicycling Association Chapter," the acronym "IMBA", and the logo of IMBA, all of which are owned completely and exclusively by IMBA.

2. In the case that the Chapter accepts the Chapter Charter Agreement but the bylaw change is not supported by the membership through current voting requirements the Chapter will be given 30 days after the signature date to terminate this agreement, with a 7 day notice period. 

ARTICLE VI:  KEY OFFICIALS AND LIAISONS

The personnel listed below are identified as key staff and are considered essential to the work being performed under this Charter:

The Chapter - _____________________________________________
________________________________________________________

IMBA – Mike Van Abel, Executive Director and _________________________ (Region Director or Director of Field Programs).

Prior to any changes in key officials by either the Chapter or IMBA, written notice will be given reasonably in advance of a change.

ARTICLE VII:  AUTHORIZING SIGNATURES

IN WITNESS HEREOF, the parties hereto have signed their names and executed this
Charter.

________________________ Chapter,

By:  _________________________________________ Date: _____________________
Chapter Chair/President and Chair of the Board



International Mountain Bicycling Association

By: _________________________________________Date: ______________________
IMBA President and Chair of the Board
 

KevinB wrote on 10/15/10 at 1:07am:

There would be minor changes to our by-laws, but we need to update them anyhow.  Nothing major and we will be encouraged to maintain our own anonymity.  As a club, the Trailblazers are just two years younger than IMBA, one year younger than SORBA.  They understand that we as a club can and have, stood on our own two feet for 20 years now.  Changing who we are would only serve to confuse the land managers that we work with.  What this will do for us is kinda like the Verizon commercial, where there are all these mountain bikers standing behind us.  While we are a club of 450 members, being directly aligned with almost 40,000 mountain bikers as IMBA - SORBA members helps to strengthen our position when we address perspective land managers, politicians, financial institutions, etc.  The move will only make our club stronger.  If I might quote cmowery3 from an ex. forum discussion:

cmowery3 wrote on 10/11/10 at 10:23pm:

KevinB wrote on 10/15/10 at 3:18am:


Kinda sad, isn't it?

rick4036 wrote on 10/15/10 at 1:36pm:


Next meeting is Thursday, Nov 4th, 7:30 PM, Fuel Pizza, Park Road Shopping Center.

We'll be electing new officers and voting on the SORBA proposal (amongst other subjects)...We always have a good time (and there's a fine beer selection)!

Hmmmmmm .... pretty good with the figures there Mark.

Maybe this guy should be our new Treasurer?

  I know during the meeting it was said conservatively we could probably expect 100-150 new members. This was based on a zip code search I believe done by IMBA. (if I'm wrong feel free to correct me). While that sounds all good, do we really think that none of these current IMBA members are already Trailblazer members? just throwing it out there since no one else is. 

  Have we found out how the whole zip code assignment thing is going to be worked out in regard to PASA?(I know, a bad word around here.....I'll go sit in time out now) again,just wondering

We understand that TORC (Raleigh Chapel Hill, Durham area) picked up net 150 members when they joined as a Chapter. Our experience could certainly be different - but I'm guessing will be similar (and thats just a guess). We possibly could lose a few members unhappy with the increased fee - but I don't think that will be significant. We'd have to face that eventually anyway. Bottom line, this is the right thing regardless of whether we gain members immediately or not.

TORC also experienced a substantial growth in membership in the 12 months or so after becoming a Chapter. We expect that a substantive portion of that growth was due to the Chapter relationship including the improved membership renewal process, the increased, professional communication and simply the association and branding of the local club with the 4,000 member strong SORBA-IMBA organization.

We're working on a zip code search with IMBA, but as Mark said, we may not have it before we elect to go forward. Anything to do with PASA, SORBA-Uwharrie, Brushy Mountain group or any other clubs is in SORBA's hands. We certainly want to work with all other groups toward the common SORBA-IMBA goals.

Thanks Kevin for the questions.

Any more, ... ? Let's have em ...'

ChadM wrote on 11/06/10 at 12:14am:

Dude, we're there.