Article I: Name

The name of this organization shall be WalkBike Frankfort.

Article II: Purpose

The purpose of WalkBike Frankfort is to promote walking and bicycling as safe and

healthy means of transportation and recreation in the city of Frankfort and Franklin

County Kentucky.

Article III: Objectives

The Objectives of WalkBike Frankfort are:

1. Develop a comprehensive network of walkways and bikeways that include

sidewalks, bicycle lanes, shared roadway and shoulder facilities, shared-use

paths and hiking trails.

2. Create network maps and plans.

3. Assist in the design of walkway and bikeway facilities and the development

of design standards.

4. Assist in the construction and maintenance of walkway and bikeway

facilities.

5. Educate drivers, cyclists and pedestrians on the safety of walking and

bicycling.

6. Promote channeling public and private funding to develop walkway and

bikeway facilities.

7. Promote public policy and regulations that encourage and develop a safe

network of walkways and bikeways.

8. Engage in community activities to publicize the importance of and encourage

walking and biking

Article IV: Membership

Section 1: Eligibility

Any resident, employee, business owner or student within Frankfort and/or Franklin

County may be a member upon paying annual dues at the amount set forth by the

Board.

Section 2: Dues

Annual dues for membership shall be determined by the Board.

Version 10 Adopted 12/13/18

Article V: Organization

Section 1: Board of Directors

A. The management of the organization shall be vested in a Board of

Directors consisting of four Officers (President, Vice President, Secretary,

and Treasurer), and five At-large Directors.

B. Duties of Officers.

a. President: The President will be the facilitator of the general

meetings, will set agendas, and will be the spokesperson for

WalkBike Frankfort when appropriate.

b. Vice President: The Vice President shall assist the President and

assume the responsibilities of the President in the President’s

absence.

c. Secretary: The Secretary shall be responsible for the

documentation and safekeeping of general meeting minutes and

actions taken by the Board.

d. Treasurer: The Treasurer will keep and maintain accurate records

of WalkBike Frankfort’s accounts and report in writing at each

general meeting the balance of, revenues to, and expenditures

from the accounts. The Treasurer will complete necessary

correspondence regarding WalkBike Frankfort’s legal status.

C. Committee Chairs: The Chair of each committee shall be appointed by

the President with the approval of the Board. The Committee Chairs serve

as a voting member of the Board. They will communicate

recommendations from their committees and implement decisions made

by the Board. There is no term of office or term limit for Committee

Chairs. A Committee Chair may be removed or replaced by approval of a

majority of Officers.

D. Local Government

a. Staff of city and county government (Parks & Recreation, Police,

Planning, Public Works) are encouraged to serve as advisory

members of the Board.

b. Local government staff shall serve in an advisory role and are non-

voting members of the Board.

E. Election of Officers and At-large Directors

a. Election: Any member in good standing of WalkBike Frankfort is

eligible to run for an Officer or At-large Director position at the

annual meeting. Nominations may be made by self or by other

members.

b. Term of Office: All elected positions shall serve a term of one (1)

year beginning January 1, or until their successor assumes the

duties of office, whichever occurs later.

c. Term Limits: An Officer is limited to three consecutive terms in

the same position.

d. Resignation: A Board member automatically resigns if he/she:

i. No longer is a member in good standing of WalkBike

Frankfort.

ii. Misses any three (3) regular board or general meetings

during the calendar year without notifying the President

prior to the meeting.

Version 10 Adopted 12/13/18

e. Vacancy: When a vacancy of an elected position occurs, the

remaining Board shall appoint a member to fill the vacancy for the

remainder of the term.

Section 2. Committees

A. Standing Committees

a. There will be three standing committees that include, but are not

limited to the following responsibilities:

i. Membership and Public Relations: membership

recruitment, member database, fundraising, and volunteer

recruitment for projects.

ii. Project Planning & Implementation: Updating the network

plan, applying for grants, trail design, and coordination with

government agencies for signing, roadway resurfacing and

striping, roadway reconstruction, new roadways, zoning

regulations, subdivision standards, crossing and signal

improvements.

iii. Public Relations: advertising, press releases, website

updates, brochures, community education and outreach.

b. Each committee will make recommendations to the Board for

action by the Board and work on projects assigned by the Board

and/or General Membership.

c. Meeting frequency will be determined by the Committee Chair.

B. Ad-hoc Committees

a. The Board may create an ad-hoc committee to work on special,

limited-duration projects related to the Objectives. The Board will

appoint a member to chair each ad-hoc committee.

Article VI: Meetings

Section 1: Board Meetings

The Board shall hold regular meetings on a schedule established annually. The

Board shall publish a list of the Board meetings in advance and distribute to the

membership. Meetings shall be open for attendance by all members. Additional

special Board meetings may be called by the Board as deemed necessary.

Section 2: General Membership Meetings

General membership meetings shall be held at least twice a year at a time and

location determined by the Board. The Board shall publish a list of the general

membership meetings in advance and distribute to the membership. Meetings

shall be open for attendance by all members.

Section 3: Special General Meetings

Special general meetings may be requested to the President by general members

and approved by the Board. A notice that includes purpose, location, date and time

of the special general meeting must be sent to the general members at least seven

(7) calendar days in advance.

Version 10 Adopted 12/13/18

Section 4: Quorum and Decisions

A. General Membership and Special General Meetings

a. A quorum for General Membership Meetings and Special General

Meetings shall consist of twice the number of elected officers plus one.

No meetings outlined in Sections 1 and 2 shall be conducted unless a

quorum is present. A majority vote of the members present is necessary

to pass ordinary measures.

B. Board Meeting

a. A quorum for a Board meeting shall consist of a majority of the current

Board members. A majority vote of the members present is necessary to

pass measures.

Article VII: Records/Books/Reports

Section 1: Funds

All monies paid to WalkBike Frankfort shall be held in a general operating fund, or

in other special funds as approved by the Board.

Section 2: Disbursements

Each disbursement shall be made by check signed by the Treasurer; or, in the

absence of the Treasurer, signed by the President or Vice President. Checks of

$500.00 or more must be signed by two of the three listed Board members.

Section 3: Annual Audit

The Board shall create an audit committee annually to conduct a financial review for

the calendar year beginning on January 1 and ending on December 31. The

committee shall prepare a report and present its findings at the second general

membership meeting of the calendar year.

Section 4: Material Properties

Equipment, construction materials and other material properties donated to or

purchased by WalkBike Frankfort shall become the property of WalkBike Frankfort.

Policy for documentation, storage and use of property shall be set by the Board.

Article VIII: Dissolution

WalkBike Frankfort shall use its funds to accomplish the purpose set forth in these

bylaws. Any remaining funds upon the dissolution of WalkBike Frankfort shall be

distributed to one or more non-profit organizations selected by the Board.

Article IX: Amendments

These bylaws may be amended at any General Membership meeting or any Special

General Membership meeting. Proposed amendments must be ratified by two-

thirds of the members in attendance. Any proposed amendment must be

submitted to the general membership a minimum of five (5) business days prior to

the meeting at which it will be acted on.