The principle office of the Corporation is located in the State of Illinois.

The name of this Corporation shall be Ride Illinois, formerly known as the League of Illinois Bicyclists.

The objectives of this Corporation shall be to educate bicyclists, government officials, and the general public in the State of Illinois about bicycling. More specifically, the Corporation will:

• Educate bicyclists and motorists in order to increase safety;
• Promote and protect the rights and responsibilities of bicyclists;
• Promote bicycling for transportation and recreation;
• Inform state and local governments of bicyclists’ needs;
• Coordinate and support local bicycle advocacy efforts;
• Advocate for the interests of bicyclists.

The Corporation shall have such powers as are now, or may hereafter be, granted by the Illinois General Not for Profit Corporation Act of 1986 and these bylaws.

Section 1: General: The Corporation is a not-for-profit Corporation, without capital shares, and no pecuniary benefit to any member by reason of membership.

Section 2: Eligibility: Payment of dues entitles one to membership in the Corporation. Membership is open to everyone interested in bicycling or active transportation.

Section 3: Classes of Membership: The following types of membership are available to those who support the objectives of the Corporation:

• Individual members: individuals who pay annual dues. 
• Household members: two or more persons who function together as a household and pay annual dues.
• Affiliated Bike Clubs and Community Organization members: clubs and organizations that pay annual dues.
• Corporate members: businesses, companies, Corporations, and for-profit entities that pay annual dues.

Section 4: Dues: Membership dues for the next year shall be established by the Board of Directors at the first meeting of each fiscal year.

Section 5: Voting Rights: An individual member shall have one vote. A Household membership shall have two votes. Affiliated and Corporate members shall have no votes.

Section 6: Transferability of Membership: Membership in the Corporation is not transferable or assignable. All rights of membership cease upon the member’s death.

Section 7: Number of Members: There is no limit on the number of members the Corporation may admit.

Section 8: Non Liability of Members: A member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.

Section 9: Termination of Membership: membership shall terminate upon the occurrence of any of the following events:

• Upon their notice of such termination delivered to the President or Secretary of the Corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
• If this Corporation has provided for the payment of dues by members, upon a failure to renew their membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the Corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
• After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation. Any person expelled from the Corporation shall receive a refund of dues already paid for the current dues period.

Section 10: Annual Membership Meeting: An Annual Membership Meeting, open to all members in good standing, shall be held in the second quarter of the year at a time and place designated by the Board of Directors. Notice of the Annual Membership Meeting shall be communicated to members and posted on the Corporation’s website at least 45 days in advance of the meeting. At the Annual Membership Meeting, Directors will be elected (see Article VI, Section 8). Also, members will have an opportunity to discuss the policies and activities of the Corporation.

Section 1: Number: The Board of Directors shall consist of up to 15 Directors but not less than 11, as determined by the Board of Directors. One of the Directors shall have the qualifications expected of a Treasurer. All Directors shall exercise the same rights and enjoy the same privileges.

Section 2: Eligibility: A Director must be a current member of the Corporation, reside in the State of Illinois, and shall meet the minimum qualifications as defined by the Board of Directors.

Section 3: General Powers: The Board of Directors shall be responsible for the management and control of the Corporation and shall perform every act that it deems necessary, expedient, or advisable to carry out the purposes of this Corporation, subject to the Illinois General Not-for-Profit Corporation Act of 1986 and these bylaws. 

Section 4: Duties: It shall be the duty of the Directors to:

• Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
• Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all Officers, agents, and employees of the Corporation;
• Supervise all Officers, agents, and employees of the Corporation to assure that their duties are performed properly;
• Meet at such times and places as required by these bylaws;
• Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.

Section 5: Term of Office: The term for an elected Director is three years. Directors may serve up to three consecutive terms. Directors will serve until their successor is elected and qualifies. This policy shall take effect upon adoption of the bylaws.

Section 6: Compensation: Directors shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Directors shall be approved in advance in accordance with this Corporation’s conflict of interest policy in place at the time.

Section 7: Board Member Elections: The Governance & Nominating Committee is responsible for recruiting new Board members as defined in Article VIII, section 8. In this role the committee shall assess and share with the full Board recommendations on the skills or characteristics to be sought for the Board elections.

Section 8: Election: the election of Directors shall follow this process:

• Call for interest in joining the Board is shared with current members at least 90 days prior to the Annual Membership Meeting.
• Members express interest in joining the Board via written notice or email to the Governance & Nominating committee at least 60 days prior to the Annual Membership Meeting.
• Governance & Nominating committee vets interested members and presents a slate of recommended candidates to the Board at least 15 days prior to the Annual Membership Meeting.
• Slate of candidates is reviewed and approved by majority vote of the Board of Directors prior to the start of the Annual Membership Meeting.
• Slate of candidates is presented to and voted on by members at Annual Membership Meeting. See Article V, Section 2 for details related classification of members and number of votes.
• New members of the Board are seated prior to any Board business at the Annual Membership Meeting.
• Officers are elected by the Board of Directors. See Article VII, Section 3 for information about election of Officers.

Section 9: Location of Meetings: Meetings shall be held at a location determined by the Board of Directors. Meetings may be held in-person, via conference call, or virtually.

Section 10: Regular Meetings: Regular meetings of Board of Directors shall be held a minimum of four times annually. Dates to be set at the Annual Membership Meeting.

Section 11: Special Meetings: Special meetings of the Board of Directors may be called by the President, the Vice President, any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board.

Section 12: Notice of Meetings: Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

• Regular Meetings. No notice need be given for any regular meeting of the Board of Directors.
• Special Meetings. At least one week prior notice shall be given by the Secretary of the Corporation to each Director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by mail, by telephone, or by email. The notice shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.
• Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this Corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Attendance at the meeting shall be deemed to be waiver of notice for said meeting.

Section 13: Quorum: A majority of the Directors shall constitute a quorum for a meeting of the Board of Directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

Section 14: Majority Action as Board Action: Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

Section 15: Conduct of Meetings: Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated, or in their absence, by the Vice President of the Corporation. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in their absence, the presiding Officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Roberts Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.

Section 16: Vacancies: Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased.

Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until their death, resignation, or removal from office.

Section 17: Non Liability of Directors: The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 18: Indemnification by Corporation of Directors and Officers: The Directors and Officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.

Section 19: Insurance for Corporate Agents: Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, Officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

Section 1: Designation of Officers: The Officers of the Corporation shall be the President, Vice President, Treasurer, and Secretary. All Officers shall be members of the Board of Directors.

Section 2: Qualifications: Any Director may serve as an Officer of the Corporation.

Section 3: Election and Term of Office: Officers shall be elected at the Annual Membership Meeting via majority vote by the Board of Directors. Officers shall hold office until they resign or are removed or are otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first.

Section 4: Removal and Resignation: Any Officer may be removed by a two-thirds vote of the total Directors whenever, in their judgment, the best interests of the Corporation shall be served. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5: Vacancies: Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. The appointment shall continue through the unexpired term.

Section 6: Duties of the President: The President shall be the chief executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. 

The President will preside at all Board of Directors’ Meetings and the Annual Membership Meeting; perform all duties incident to the office of President and such other duties required by these bylaws and as may be prescribed by the Board of Directors.

Section 7: Duties of the Vice President: The Vice President shall discharge the duties of the President in the President’s absence or during a vacancy in the office and undertake such other duties as may be assigned by the President or by the Board of Directors.

The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the Board of Directors.

Section 8: Duties of the Treasurer: The Treasurer shall be responsible for accounting of the funds and securities of the Corporation, review monies received and expended at least quarterly, and prepare an annual budget.

The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the articles of incorporation of the Corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 9: Duties of the Secretary: The Secretary shall keep the minutes of the meetings of the Board of Directors and the Annual Membership Meeting, and give notice of all such meetings in accordance with these bylaws or as required by law.

The Secretary shall certify and keep the original, or a copy, of these bylaws as amended or otherwise altered to date.

The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the articles of incorporation of the Corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 10: Duties of the Executive Director: The Executive Director shall be the principal executive Officer of the Corporation, shall be a paid member of the staff, and shall assist and support the Corporation in the development and execution of policies, programs, plans, and objectives necessary to carry out the purposes of the Corporation. The Executive Director shall manage all staff operations within the framework of decisions made by the Board of Directors; and serve as ex-officio member, without vote, on the Board of Directors and all committees. The Board of Directors shall prescribe the method of appointment of the Executive Director.

Section 1: General: Committees may be created and abolished by the President or by the Board of Directors. All committees are advisory to the Board of Directors.

Section 2: Appointment: The Board President shall recommend to the Board, appointees to serve as chair and members of committees from among Directors, interested and qualified members, professional advisors, and friends of the Corporation with said appointments subject to confirmation by the majority vote of the Directors.

Section 3: Removal: Any member of a committee may be removed by the President whenever they judge the best interest of the Corporation will be served. Any member of a committee may also be removed by a two-thirds (2/3) vote of the Board of Directors.

Section 4: Vacancies: Vacancies in the membership of any committee may be filled by appointment made in the manner provided in the case of the original appointment.

Section 5: Quorum: A majority of the whole committee shall constitute a quorum. The act of the majority of the committee members present at the meeting at which a quorum is present is the act of the committee.

Section 6: Executive Committee: The Board of Directors, by a majority vote of its members, shall annually appoint members of the Executive Committee consisting of the Officers of the Corporation. The Executive Committee shall have the power and authority to act for the Board except as prohibited by law or these bylaws. By majority vote of the Directors, the Board may at any time revoke any or all of the authority so granted. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 7: Governance & Nominating Committee: The Governance & Nominating Committee of the Board of Directors shall at least annually assess, recruit, and develop Board members so they can better perform their responsibilities. 

Section 8: Meetings and Action of Committees: Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the Board of Directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Section 1: Employees: The Board of Directors may establish such positions of employment as it deems desirable and shall prescribe the method for the hiring and discharging of employees necessary for the proper conduct of the Corporation’s business.

Section 1: Accounting Year: The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September each year.

Section 2: Financial Statements: At the end of the accounting year, the books of the Corporation shall be closed and financial statements prepared for that year. Such financial statements shall be audited, reviewed or compiled as determined by resolution of the Board of Directors by an Independent Auditing Firm, the partners of which are certified public accountants. The balance sheet of such financial statements shall be audited at least once every four years. Such financial statements shall be promptly submitted to the Board of Directors upon completion.

Section 1: Execution of Instruments: The Executive Committee, except as otherwise provided in these bylaws, may by resolution authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose not to exceed $5,000.

Section 2: Deposits: All funds of the Corporation shall be deposited in a timely manner to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 3: Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.

Section 4: Loans To Officers, Directors, Employees or Members Prohibited: No loans shall be made by the Corporation to any of its Officers, Directors, employees, or members.

Section 1: Books and Records: The Corporation shall keep correct and complete records of its members, Board of Directors, and committees having any of the authority of the Board of Directors; and shall keep a record giving the names and addresses of its members entitled to vote.

Section 1: Dissolution: Upon dissolution of this Corporation, after all debts have been satisfied, any remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 2: Rules: The Board of Directors may adopt, amend, or repeal rules not inconsistent with these bylaws, for the management of the internal affairs of the Corporation and for the governance of its Officers, agents, committees, and employees.

Section 1: Amendment: The bylaws of the Corporation may be altered, amended, or repealed and new bylaws adopted by approval of two-thirds of the Board of Directors.

The effective date of these bylaws shall be April 15, 1992. (Adopted by the Board of Directors April 1992; amended February 1996; January 2000; March 2002; January 2022).