Bulletins   



Constitution And By Laws

Bulletin #: 33
Adopted: 1977-10-23
Revised: 2018-10-22

Constitution

Cycling history is an important part of our American heritage. The craftsmanship and the inventive genius in the old machines has rarely been equaled. But even more, it is the romance of those times that must be kept alive in American cycling. Therefore, the original Constitution and By-Laws were established at the founding meeting of The Wheelmen on October 15, 1967. The founders’ meeting of twelve Wheelmen was at Hoopes Reservoir, Wilmington, Delaware, in the course of the first Official High Wheel Tour on October 15, 1967. The founding members were: Allan Blair, Phillip Cressman, Edmund Haigler, Jr., Charles Hetzel, George Hughes, Glenn Kaiser, Douglas McNair, Malcolm McNair, Robert McNair, Cornelius Mershon, Jack Shadel and Robert Struble. The Constitution was last updated on August 14, 1994 at the Annual Business Meeting in Mystic, Connecticut.

Name

This organization, incorporated under the laws of the Commonwealth of Pennsylvania on December 21, 1970, is called "The Wheelmen.""

Purpose

Our purpose is to keep alive the heritage of American cycling, to promote the restoration and riding of early cycles and to encourage cycling as part of modern living.

Membership

Persons interested in these purposes are invited to become Associate Members, Family Members or Sustaining Members by making application and paying dues. All members who have completed an Official High Wheel Tour/Official Antique Safety Tour or official club century are voting members. Associate Members, Sustaining Members, and Family Members who have not ridden an OHWT/OAST or century have all the privileges of voting members except that of voting at the Annual Business Meeting.

Election of Officers

The Commander, Vice-Commander, Secretary, and Treasurer are elected by a majority of the Voting Members present at each Annual Business Meeting held in conjunction with an Official High Wheel Tour/Official Antique Safety Tour. These officers are also elected Members of the Board of Directors.

Duties Of Elected Officers

The Commander is authorized to preside at the Annual Business Meeting and meetings of the Executive Committee and of the Board of Directors of The Wheelmen. The Commander is the chief executive of The Wheelmen and official spokesman for the organization during his term of office. Between Annual Business Meetings, the Commander may appoint any member to fill a vacancy in any position in the organization. The Commander is responsible, consistent with the purposes of The Wheelmen, for leading the organization.

The Vice-Commander is authorized to carry out the duties delegated to him by the Commander. In the event of resignation, incapacity or demise of the Commander, the Vice-Commander shall immediately succeed to the office of Commander.

The Secretary is responsible for minutes of all Annual Business Meetings, minutes of the Executive Committee and the Board of Directors, and the maintenance of all records and communications with the Officers. The Secretary shall issue all necessary corporate notices to the Commonwealth of Pennsylvania.

The Treasurer is responsible for authorizing all official expenditures and receipt of dues, contributions, sales receipts, parade honorariums and other income of The Wheelmen. The Treasurer is responsible for maintenance of an official Membership Directory of members in good standing. The Treasurer is responsible for filing annual tax returns of The Wheelmen. An annual audit of the books of The Wheelmen shall be conducted by a certified accountant selected by the Treasurer. The written audit, signed by the accountant, shall be submitted to the Officers along with a copy of the appropriate IRS form and a synopsis submitted for publication in the newsletter. The audit shall be completed within five months of the close of the fiscal year. (For a more detailed list of the Treasurer’s responsibilities, see National Officers on page 7.)

Board of Directors

The Board of Directors consists of the Commander, Vice-Commander, Treasurer, and Secretary.

The duties of the Board are to (1) fulfill all legal requirements on behalf of the corporation with the Commonwealth of Pennsylvania, (2) contend with lawsuits by or against The Wheelmen, (3) supervise insolvency, bankruptcy, or other extraordinary financial crisis between Annual Meetings, and (4) address any problem requiring immediate attention referred to the Board by one of the officers or the Executive Committee. All other duties and responsibilities are assigned to the officers, or remain at the discretion of the Voting Members at the Annual Meeting.

Appointive Positions

The Commander appoints, annually, Editors of the magazine and newsletter, Historian, Captains not elected by the members of the state or area, Chairmen of Committees on Restoration, Membership, Librarian, and other officers as needed. Captains and Chairmen appoint workers and area representatives to their committees.

Executive Committee

The Committee consists of the Officers, Past Commanders, Editors, Chairmen, and Captains of the State and Area Divisions; however, appointed Captains shall not have a vote on matters before the Committee. The Committee shall meet at the direction of the Commander as necessary. The Committee’s function is to submit advice and recommendations to the officers and members.

State and International Divisions

Any area with a concentration of members may form a local division and elect a Captain who shall represent them on the Executive Committee. Local divisions are encouraged to conduct Official High Wheel Tours/Official Antique Safety Tours (OHWT/OAST) and other appropriate events such as runs, parades, demonstrations, and displays. Each Captain is responsible for the supervision of all official Wheelmen activities within his area.

Nominating Committee

The Nominating Committee consists of the active Past Commanders, with the most recent Past Commander as Chairman. It is the responsibility of the committee to present a slate of officers to the membership at each Annual Business Meeting. In the event that the positions of both Commander and Vice-Commander become vacant without an appointed successor, it is the responsibility of the committee to immediately appoint a qualified member to fill the unexpired term of the Commander.

Finances

This is a non-profit organization. There are no paid positions and no stipends. All revenue is to be held by the Treasurer for club publications, awards, special meet costs, and other club expenses.

Amendments

Amendments to this Constitution may be made by a two-thirds favorable majority of the Voting Members present at the Annual Business Meeting. Proposed amendments must be presented to all members at least one month before the vote.

By-Laws

Dues

Current dues for Sustaining Members, Associate Members, and immediate Family Members who reside at the same mailing address as the member can be found on the website (www.thewheelmen.org). Each family member may be listed in the membership directory and on the membership card upon payment of the annual fee. Family members who maintain a separate mailing address and are over 18 years of age are required to pay separate dues. Any dues change follows the process of changing the By-Laws.

Sustaining Members

Sustaining membership is available and encouraged to persons or businesses contributing the current required annual fee, which can be found on the website (www.thewheelmen.org). The Board of Directors shall, from time to time, determine the prerogatives of such members.

Members Outside the U.S.

Dues for Canadian and overseas members are the same as paid by members residing in the U.S., however, a postal surcharge is added to the annual dues of members residing in Canada and overseas. The surcharge is set by the Treasurer each year after consultation with the editors of the Newsletter and the Magazine. The surcharge is commensurate with the differential costs of postage.

Fiscal Year

The fiscal year is from October 1. Annual dues are payable by members on October 1 of each year to be applicable to the following calendar year. Any member not paying dues by January 1 is subject to having his name removed from the official Membership Directory and mailing lists. As soon thereafter as possible, the Membership Chairman shall send a notice of delinquency to each person who has not paid his dues, stating that the dues shall be paid within 30 days or the member will no longer be entitled to the privileges of membership in The Wheelmen. A new member whose dues and application are received after October 1 will be considered to have paid his dues for the remainder of the year and the next full year. A new member whose dues and application are received prior to October 1 will be considered to have paid his dues only for the calendar year in which they are received; such a new member shall be entitled to receive copies of all magazines and newsletters issued in that year prior to the time his name is entered on the official Membership Directory.

Finances

Proceeds from parades are to be used for financing the publication of Wheelmen magazines and newsletters and for the expenses of the organization. All honorariums, contributions and gifts received by State Divisions or the National Officers are to be turned over to the Treasurer, except for actual expenses of Wheelmen events, and for local newsletters. State Captains are responsible for administration of such finances. Any questions which arise under this article shall be brought to the attention of the Commander for his decision.

Magazine and Newsletter

The Magazine is called “The Wheelmen” and is to be issued twice a year. It contains articles on restoring and riding early cycles, cycling history, and reprints of important source material. Notices of events are to be terse. It is intended that The Wheelmen Magazine be free of trivial current news and devoted to articles of lasting interest. The Wheelmen Newsletter is published four times per year.

Official High Wheel Tour/Official Antique Safety Tour (OHWT/OAST)

Tours are held in scenic and historic settings appropriate to the bicycles. They are at least ten miles in length and limited to high-wheelers, hard tired and pneumatic safeties manufactured up to and including 1932. In keeping with The Wheelmen heritage, members will wear the attire of the cyclist in accordance with the bicycle being ridden with a cut-off date of 1918.

Century Run

Certificates and medals are presented to members who complete their first official Century Run on a high-wheeler, a hard tired, or pneumatic safety manufactured up to and including 1932. The course shall be at least 100 miles. The Captain or Chairman of the event delegated by the Captain is solely responsible for such Runs and for the certification of the members who complete such a Century Run. No person shall receive more than one National century certificate or medal.

Meetings Of The Board Of Directors

The Commander is to act as the Chairman of the Board. Notices of meetings shall be sent to the directors at least five days prior to any meeting. A quorum consists of two or more members. Other members may, if unable to attend a meeting, participate by telephone or conference call. The Secretary shall prepare and maintain minutes of all meetings of the Board. Actions of the Board shall be by adoption of written resolutions. All resolutions of the Board shall be submitted to the members at the following Annual Meeting.

Amendments

Amendments to these by-laws may be made by a majority vote of the Voting Members present at the Annual Business Meeting. Proposed amendments must be presented to all Voting Members at least one month before the vote.

Dissolution

The term of the corporation is perpetual, but in the event of dissolution of the corporation, the officers, after paying and making provision for the payment of all liabilities of the corporation, will dispose of the assets exclusively for the recreational and educational purposes of the corporation, to such organizations operated exclusively for such purposes, and which are qualified as tax exempt organizations under Section 501(c)(4) of the Internal Revenue Code of 1954, and any amendments or substitutions thereto.

End of By-Laws

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