Bylaws of SORBA/North Georgia Mountain Bike Association
A chapter of the Southern Off-Road Bicycle Association
and the International Mountain Bike Association
I. Name and Purpose
A. The name of the organization shall be the Southern Off-Road Bicycle Association, NGMBA Chapter,
Inc., referred to herein as NGMBA.
B. NGMBA is a member based, 501(c)(3) nonprofit, officially chartered organization devoted to
promoting land access, trail preservation, and new trail development to enhance mountain bicycling,
racing, fun, and fellowship for all mountain bicyclists in the central North Georgia area.
II. Principal Office
The principal office of NGMBA will be in Ellijay, Georgia, or the vicinity, at a location determined by the
NGMBA Board of Directors. It is currently: PO Box 395, Epworth, GA 30541
III. Officers and Board of Directors
A. NGMBA Board of Directors: The Board of Directors shall serve as the governing body for NGMBA and
shall set all policies and make decisions regarding NGMBA’s operation if no conflict is incurred with
SORBA Main’s bylaws, policy, and the Code of Conduct.
B. Officers and Duties: There shall be up to and at minimum nine (9) officers elected from the
membership of NGMBA, who shall make up the Board of Directors. These officers shall be:
- President: The President shall be responsible for carrying out the directives of the Board of
Directors. The President shall also be the chairman of the Board of Directors, preside over the
membership meetings, communicate with members and represent NGMBA as a member of
SORBA’s main organization Board of Directors referred to herein as SORBA/Main. The President
shall also serve as liaison to the Gilmer, Fannin, and Pickens County Chambers of Commerce,
elected officials, and North Georgia land managers.
- Vice President: The Vice President shall discharge the duties of the President in the event of a
vacancy in that office or in the event the President is absent or unable to discharge those duties.
The Vice President shall also assist the president in NGMBA activities as requested.
- Treasurer: The Treasurer shall report on the status of all money and property of NGMBA and
maintain records of all financial transactions. The Treasurer shall also submit financial reports to
the Treasurer of SORBA/Main monthly and provide status of all money at NGMBA Chapter
meetings. The Treasurer shall submit NGMBA IRS Tax Returns and maintain NGMBA corporate
status with the Georgia Secretary of State on an annual basis.
- Secretary: The Secretary shall keep a record of NGMBA bylaws, meeting notes, and other
administrative papers on file locally and on the SORBA Google Drive.
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- Activity Director: The Activity Director shall coordinate group rides, festivals, races,
fundraising, and other social events. The Activity Director will also identify potential sponsors,
solicit donations, and maintain relationships with existing sponsors. The Activity Director shall
submit NGMBA articles and pictures to SORBA/Main for news publications. The Activity Director
is encouraged to develop committee(s) to accomplish activity goals.
- Trail Director: The Trail Director shall be responsible for coordinating work party schedules.
The Trail Director shall compile and submit volunteer hours to the SORBA/Main volunteer
database and corresponding land managers on a quarterly basis. The Trail Director shall be
responsible for the inventory of tools and upkeep of the tool trailer and manage the
certifications of Crew Leaders and Sawyers. The Trail Director is directed to develop a trail
committee consisting of a Trail Boss for each trail system. Trail bosses need to be approved by
the NGMBA Board of Directors and report to the Trail Director. The Trail Director and Trail Bosses
must have a current Crew Leader and CPR/First Aid Certifications.
- Webmaster: The Webmaster shall be responsible for managing web-based information on the
NGMBA website and social networking sites.
- Membership Director: The Membership Director shall maintain membership management
database. Communicate with new, renewed, lapsed, and expired members. Recruit new
members in coordination with IMBA and SORBA membership drives and through on-site
membership registration at events, email campaigns, social media, and other membership
promotions.
- Community Liaison: The Community Liaison will assist the President and Membership
Director on communications and marketing campaigns, assist with chapter fundraising, and act
as goodwill ambassador with the local business community and elected officials.
IV. Conflicts of Interest:
A. To avoid Conflicts of Interest, a Director shall disclose to the Board of Directors potential Conflicts of
Interest at the earliest possible time. For this paragraph, a family member includes a spouse, parents,
siblings, children, and any other relative residing in the Director’s household. Such disclosures include
the following:
- Potential financial or other interests impairing or reasonably appearing to impair a Director’s
independent, unbiased judgment in discharging their responsibilities to the NGMBA.
- Awareness that the Director’s family member has such existing or potential financial or other
interests.
- Awareness that organizations in which the Director or their family members are an officer,
director, employee, member, partner, trustee, or controlling stockholder have such existing or
potential financial or other interests.
B. No Director with a Conflict of Interest shall vote or be involved in Board discussion of any related
matter at Board or Committee meetings. In these cases, meeting minutes shall document the Director’s
disclosure and that the Director abstained from related discussion and voting. When a Director is
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uncertain whether a Conflict of Interest exists, they may request the Board or Committee to address the
question by a majority vote.
V. Elections and Tenure:
A. Qualifications: Any current member of NGMBA may hold a board member position within the Board
of Directors.
B. Nomination of Board Members: The members of NGMBA and/or the Board of Directors may
nominate Board Members by October 31
st
for the election in November. Notice for nominations shall be
advertised by email, Social Media, and website for two weeks prior to October 31
st
.
C. Elections:
- Elections for NGMBA shall take place in November.
- Newly elected Board Members shall take office at the December meeting, and members of
NGMBA shall be notified as soon as practical of the results of the election.
D. Terms of Officers:
- All officers shall serve a term of two years or until their successor has taken office. This two
year term will be tracked by the meeting minutes if a position is filled outside of the regular
election term.
E. Vacancies:
- A vacancy, except upon the removal of an officer or the creation of an additional office, shall
be filled by the remaining officers until the election of a replacement through a regular or special
election, as needed.
- A vacancy, which occurs upon the removal of an officer, may, at the discretion of the Board of
Directors, be filled by the remaining officers, at a special election, or at the next regular election.
- Reasonable opportunity shall be afforded to the members of NGMBA to make a nomination in
the manner of regular elections.
- A vacancy, which occurs upon the resignation of a board member, shall be filled by a majority
vote of the board.
VI. Removal of Board Members:
A. Any Board Member may be removed from their position at any time, either by the action of the Board
of Directors or by the action of the membership or violation of the Code of Conduct.
- Any Board Member who is absent for three consecutive meetings will be automatically
removed from the Board of Directors.
- Any Board Member who does not attend at least two events per year will be automatically
removed from the Board of Directors.
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- Any board member of NGMBA may request the removal of an officer at board meetings. If
seconded, a vote will be taken at the next membership meeting of NGMBA. The officer will be
removed upon receiving a majority vote of the present membership.
- Any member of NGMBA may request the removal of an officer at membership meetings. If
seconded, a vote will be taken at the next membership meeting. The officer will be removed
upon receiving a majority vote of the present membership.
VII. Membership: Membership of NGMBA is open to any member of SORBA/IMBA who wishes to be
considered a member of NGMBA. All membership rules shall be set by the SORBA Main Board of
Directors or as outlined in the SORBA Main By-laws.
VIII. Voting by Members: On all voting matters, members of NGMBA are entitled to one (1) vote. Each
family membership shall be entitled to two (2) votes, which need not be the same.
IX. Membership Meetings: Membership meetings will be held quarterly or as needed. The NGMBA
President will set the meeting day and time.
X. Board Meetings: Board meetings must be held at least quarterly, or more frequently as needed. The
NGMBA President will set the meeting day and time.
XI. Compensation of Officers or Members: No elected officer or member shall receive any
compensation or remuneration for services in an official capacity but may be reimbursed for actual
expenses incurred if approved by the Board of Directors.
XII. NGMBA Finances:
A. All property and money belonging to NGMBA shall be held in the name of NGMBA.
B. All money received shall be promptly deposited in the NGMBA account, and all payments of money
shall be made by check or other drafts.
C. The Board of Directors must approve by a majority vote all spending over $200.00.
XIII. Records of Financial Reports: All records and financial reports shall be made available to any person
within the membership of NGMBA or SORBA Main.
XIV. Discrimination Prohibited: In administering its affairs, NGMBA shall not discriminate against any
person on the basis of race, creed, color, national and ethnic origin, gender, sexual preference, marital
status, age, or physical disability and Title VI Policies.
XV. Amendments to By-Laws: Amending these By-laws may be done by the majority vote of the Board of
Directors.
NGMBA adopted the above By-laws on: October 15, 2018, Last revised on March 6, 2023.
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