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    Southern Kettles Needs You - IMBA Chapter

    Below, is a lengthy set of articles and sections which describes some proposed bylaws that can also be found on The Southern Kettles Website.

    We're trying to get our Trail Advocacy Organization to adopt a set of bylaws that would accomplish 4 main goals.

    1. Open and Fair Elections of an expanded Board of Directors
    2. Term Limits for Board Positions
    3. Financial Transparency and Regular Financial Reports
    4. Establish our Organization as a Chapter of IMBA


    Other organizations around are considering, if not have chosen, to become chapters of IMBA. There are currently just shy of twenty people who are wiling to stand up and publicly say we would like to see some change. I am putting this out here to see if there are any more out there who will do the same.

    Please do not consider this, or promote any idea, that the current board should be flamed or shamed for what they have done. To date, many amazing things have been achieved through their continued efforts and deserve thanks for that. My intention with this post is more along the lines of improving what we have, learning from the mistakes, gaining a place where audience can be taken and get some real transparency with the dealings of our trail system which we LOVE!

    I urge you to read an understand the proposal and give your honest opinion on what you think. Please don't sit by the wayside and bite your tongue. Opinions should count, if you don't think yours matters I guess the current policies will support that.

    PROPOSED BYLAWS – PLEASE DISCUSS

    Article I – Name and Purpose

    Section 1 – Name: The name of the organization shall be the Southern Kettle Moraine Chapter of IMBA. It shall be a nonprofit organization serving as theKettleMoraineStateForest – Southern Unit,Wisconsin chapter of the International Mountain Bicycling Organization (IMBA).

    Section 2 – Purpose: Southern Kettle Moraine Chapter of IMBA is a non-profit volunteer organization dedicated to safeguarding the future of mountain biking in the the Kettle Moraine State Forest – Southern Unit, Wisconsin area through the promotion of responsible riding, construction and maintenance of mountain biking trails.

    Section 3 – Organization and Structure: Upon acceptance of its application, SOUTHERN KETTLE MORAINE CHAPTER OF IMBA shall operate as an IMBA chartered Chapter. SOUTHERN KETTLE MORAINE CHAPTER OF IMBA will operate as a Southern Kettle Moraine Chapter of IMBA corporation organized exclusively for charitable, and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

    Article II – Membership

    Section 1 – Eligibility for membership: Application for voting membership shall be open to any person in agreement with the purpose statement in Article I, Section 2. Membership shall be granted after receipt of a membership application and annual dues.

    Section 2 – Annual dues: The amount required for annual dues shall be $25. Annual dues will remain as stated unless changed by a majority vote of the members at an annual meeting. Continued full membership is contingent upon being current on membership dues. All memberships will be based on an annual calendar running from a start date of January 1st and expiring on December 31st. Memberships procured after September 1st will extend to the end of the following calendar year.

    Section 3 – Rights of members: Each member shall be eligible to cast one vote in elections of the Southern Kettle Moraine Chapter of IMBA. In the event of member absence at an election the absent member may appoint one voting representative to cast the members vote in Southern Kettle Moraine Chapter of IMBA elections.

    Section 4 – Resignation and Termination: Any member may resign membership by providing written notice of their desire to do so to the secretary, by announcing the resignation at a club meeting or by not participating in any club activities for a period of one year. A member may have their membership terminated by a majority vote of the membership.

    Section 5 – Non-voting membership: Persons attending meetings and organization functions who have not completed a membership application and paid dues will be designated as non-voting members. Non-voting members will be allowed to participate in organization functions but will not be able to, vote at meetings, or hold an elected position within the organization.

    Article III – Meetings of Members

    Section 1 – Regular meetings: Meetings of the members shall be held on a monthly basis at a time and location designated by chair’s decree with advice from the membership. Meetings will be held every month of the calendar year except for November and December which will be a combined meeting . A monthly meeting may be skipped if the chair decides there is no business to discuss.

    Section 2 – Annual meeting: The combined monthly meeting for November and December shall serve as the annual meeting. At the annual meeting the membership will elect officers, receive a year-end status report on the organization from the officers and committees and together work to determine the direction of the organization for the coming year.

    Section 3 – Special meetings: special meetings may be called by the chair, majority vote of the board, or presentation to the chair or board of a written petition signed by twenty-five percent of voting members.

    Section 4 – Notice of meetings: Notice of meetings shall be provided to members via website and mailing list update notice not less than 3 days prior to the meeting.

    Section 5 – Quorum: At least one club officer and two voting members must be present at a meeting to constitute a quorum.

    Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of voting members present at the meeting in which the issue is presented.

    Article IV – Board of Directors

    Section 1 – Compensation: Board members shall receive no compensation.

    Section 2 – Duties: The SOUTHERN KETTLE MORAINE CHAPTER OF IMBA Board will develop, and oversee the implementation of policies and program goals. Board responsibilities shall include:

    • Planning and execution of events
    • Recruitment and election of board members
    • Approval of the annual budget and financial reporting
    • Approval and modification of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA Operating Guidelines
    • Contractual authority


    Section 3 – Number and Qualifications: SOUTHERN KETTLE MORAINE CHAPTER OF IMBA board shall be made up of members to include the 4 officer members and 7 non-officer general representatives appointed to specific positions. Non-Officer General Representative: Any elected general voting club member. Non-officer positions shall be elected from nominated members and serve in specific positions to assure the representation of our general membership on the board.

    Section 4 – Terms: All officer board members shall serve two-year terms and are eligible for re-election for up to two consecutive terms. After sitting out from elected office for a year, a member may stand for election again, also for up to two consecutive terms. Non-Officer General Representatives shall serve two year terms but are not limited in number of consecutive terms.

    Section 5 – Meetings and Notice: Monthly meetings of the Capital Off Road Pathfinders shall serve as both general membership meetings and may also serve as official board meetings.

    Section 6 – Board elections: Board positions shall be elected or re-elected by the general membership at the annual meeting. Board positions shall be filled by simple majority vote of members present at the annual meeting.

    Section 7 – Election procedures: Any voting member may nominate an individual, including themselves, to the slate of nominees for elections. Nomination for election must be received at a monthly meeting no later than the October general membership meeting.

    Section 8 – Officers and duties: There shall be four officers of the board consisting of a chair, secretary, and treasurer. Duties of board positions is as follows:

    President: The chair shall be a voting member in good standing and shall preside over regular membership and board meetings or arrange for other officers of the board to preside in the absence of the chair. Hierarchy for presiding at meetings shall be in the following order: president, vice-president, secretary, treasurer.

    Vice-President: Duties as above in the absence of the President.
    Secretary: The secretary shall be a voting member in good standing and shall be responsible for keeping records of board actions including overseeing minutes of all meetings, sending notification of meetings with proposed agenda, distributing minutes to members, ensuring that organization records are maintained, and the timely submission of any periodic filings with the State of Wisconsin or the Internal Revenue Service.

    Treasurer: The treasurer shall be a voting member in good standing and shall be responsible for:
    A report at each annual meeting on the financial status of the organization, or at a monthly meeting as needed.
    Shall serve as the fiscal manager for SOUTHERN KETTLE MORAINE CHAPTER OF IMBA, accounting for, depositing, disbursing and acknowledging member dues and donations, grants, and other contributions. Help develop fundraising plans, hold and maintain organization financial records, and be the organization liaison for sponsorship opportunities. Prepare and submit SOUTHERN KETTLE MORAINE CHAPTER OF IMBA financial performance reports to the Board, and annually to IMBA (for independent audit purposes) and in general, perform all duties incident to the office of Treasurer, and other duties from time to time as may be assigned by the Chair or the board.

    Section 9- Non-Officer Board positions and Duties: There are 7 at large Non-Officer board positions to be filled, by election, from the general club membership.

    • Director of Marketing and Social Events
    • Director of Equipment
    • Director of Workdays
    • Trail Steward John Muir
    • Trail Steward Connector
    • Trail Steward Emma Carlin
    • Technical Terrain (TTF) Feature Steward


    Section 10 – Vacancies: When a vacancy on the board exists mid-term the remaining board members may nominate a replacement. Nominations will be ratified by a majority vote of the membership at the next meeting. These vacancies will only be filled until the end of the original board members term.

    Section 11 – Resignation, termination, and absences: Resignation from the board must be presented in writing to the secretary. A board member may be terminated from the board due to excess absences (more than two meeting absences without notification in a year). A majority vote of the board may remove a remaining member.

    Section 12 – Special meetings: Special meetings of the board shall be called upon the request of the chair or majority vote of the board. Notice of special meetings shall be sent to all board members by the secretary with as much advance notice as possible. Special meetings of the board may be closed to the general membership as deemed appropriate by the chair.

    Article V – Committees

    Section 1 – Committee formation: The board may create committees as needed for fundraising, special events, public relations, data collection, trail stewardship, etc. The board chair appoints all committee chairs.

    Section 2 – Finance committee: The treasurer is the chair of the finance committee. The finance committee shall be defined as the current Officers of the board. The finance committee is responsible for developing and reviewing fiscal procedures, annual budget, and fundraising plans. The board must approve the budget and expenditures by majority vote with full disclosure to general membership. Exceptions to the budget must be approved by majority vote of the board. The fiscal year shall match the terms of elected board members. An annual financial report shall be submitted to the board and general membership to show income, expenditures, and pending income. Financial records of the organization are public records and must be made available upon request.

    Article VI – Contracts, Checks, Deposits, Gifts

    Section 1 – Contracts: The Board shall authorize any officer or officers, agent or agents of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, SOUTHERN KETTLE MORAINE CHAPTER OF IMBA, and such authority may be general or confined to specific instances.

    Section 2 – Deposits: All funds shall be deposited promptly to the credit of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA in such federally insured banks, trust companies or other depositories as the Board may select.

    Section 3 – Gifts: Any officer may accept, on behalf of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA, any unconditional contributions, gifts, bequests or devises of cash or marketable securities for the general purposes, or for any special purpose, of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA. Conditional or restricted gifts, bequests or devises or gifts of other types of property shall first be approved by the Board before final acceptance. SOUTHERN KETTLE MORAINE CHAPTER OF IMBA agrees to coordinate major donor and Southern Kettle Moraine Chapter of IMBA corporate membership solicitations to any person or organization with whom IMBA may have an existing agreement or pending ask with IMBA prior to making an ask. IMBA agrees to coordinate a shared fundraising model for specified fundraising campaigns conducted within SOUTHERN KETTLE MORAINE CHAPTER OF IMBA’s territory.

    Section 4 – Disbursements: SOUTHERN KETTLE MORAINE CHAPTER OF IMBA shall operate under a financial budget approved by the Board. The Treasurer is responsible for all disbursements; disbursements must be authorized in writing and checks signed by the treasurer.

    Article VII – Books and Records

    Section 1 – Books and Records: SOUTHERN KETTLE MORAINE CHAPTER OF IMBA shall keep correct and complete records of accounts, disbursements, minutes of the proceedings of meetings, program accomplishments, and volunteer stewardship project records.

    Article VIII – Dissolution

    Section 1 – Dissolution of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA: The Board may by a two-thirds vote dissolve SOUTHERN KETTLE MORAINE CHAPTER OF IMBA when it is satisfied that SOUTHERN KETTLE MORAINE CHAPTER OF IMBA is inactive and that there is no reasonable hope of its immediate revival, or when it is satisfied that such action is in the best interests of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA and IMBA. SOUTHERN KETTLE MORAINE CHAPTER OF IMBA dissolution shall not affect IMBA membership status of the members assigned to SOUTHERN KETTLE MORAINE CHAPTER OF IMBA. Members of SOUTHERN KETTLE MORAINE CHAPTER OF IMBA, if dissolved, shall be assigned unaffiliated status or reassigned to another chapter if such exists in this general region and if they so choose. Upon dissolution, all chapter funds shall revert to IMBA, and use of the IMBA name as a chapter shall cease.

    Article IX – Amendments

    Section 1 – Amendments: These bylaws may be amended when necessary by majority vote of the board of directors. Proposed amendments must be submitted to the secretary and sent out with regular board announcements. Amendments may be voted on at either a monthly membership meeting or a special board meeting.

  2. #2
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    I wants me some IMBA socks! And elections!

  3. #3
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    For reference can you post the current bylaws for the chapter? Would be great to see what changes are being made....
    www.madcitydirt.org - All things dirt in Madison, WI
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    I'll do what I can to get a hold of them and let you know.

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    There is no current set of bylaws that I am aware of........rather accentuates the need for them.

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    Serotonin, I am pleased see your comments to start this post “Please do not consider this, or promote any idea, that the current board should be flamed or shamed for what they have done. To date, many amazing things have been achieved through their continued efforts and deserve thanks for that.” It is a fair way to start a dialog. I am open for some of the suggestions I have read in past posts but was very turned off by the rhetoric that sometimes accompanied it. I think there are good ideas to consider here. I do have some concerns about going from one extreme to the other. By this I mean adding to many layers of management to the process. For example; I fear there would be too many directors and trail stewards to slow things down and cause more in-fighting. I would hate to see progress tied up in committees. One only has to look at federal, state and local governments to see how that works. I imagine one steward wanting man- power for his trails competing with another trail steward for workdays. By-laws by themselves do not get things done. Commitment, hard work and goodwill go a long way. I would be interested in talking now that we appear to be past the mudslinging.

  7. #7
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    Thanks Wiser, I'm very glad to see an open minded perspective!

    What I hope to see from our elected leaders is they see the plans through, that are made at chapter meetings. In electing such a set of people, we should all consider the individual ability of them to work as a team in a kind and efficient manner. Ideally this will help mitigate potential feuds from being problematic. Surely there will be disagreements, but they should be discussed and then we make a decision together, as a chapter. Then, the stewards or officers can act on those decisions.

    This is one major shortcoming with the current situation, in my humble opinion. While it is a bit more complex of a process than what we have now, the benefit is (at least in my mind) that we all get our voices heard and decisions are community based, which is something that many feel is not happening at the current time.

    I totally agree with your point on commitment, goodwill and hard work. Without such, we don't have much, and we certainly have an abundance of it in our area. I feel a good set of guidelines (by-laws) will help smooth out a lot of things in our group. I perceive the current situation, as more like a good-ole-boy's club where a handful of guys decide together what the happenings are. That's not to demean any of them, the one's I have met are good people, I feel it's just not fair to such a good community of contributors and volunteers.

    Unfortunately, I have only had the opportunity to meet/work with two of the five people on the board. I've been active in our community for three years (at least) and feel bad that over half of the board, I can not put a face to the name by now. I don't know that it's anyone's fault...just pretty odd.

    I could go on forever...I'll shut up now. Thanks for sharing your thoughts Wiser!! I hope more people do as well.

    Cheers all.

  8. #8
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    Reading those proposed bylaws started to set off my gag reflex (I have an aversion to legalese)

    I realize there is a need for certain formalities and structure, but when you take it too far you can just suck the fun out of mountain biking. Remember, this is a bunch of volunteers just trying to make sure they have a fun place to ride their bikes.

    I don't believe I even know anyone on the board, so I'm not speaking as an insider. But I've been riding out there a couple of times a year for the past 20 years, and have to say they've been doing an amazing job over the past 5-10 years. So I gotta think they are doing a lot of something right.

    Things like term limits can create problems with small volunteer organizations. My experience with this is that there is typically a core small group of people that are there for the long haul. These people are very dedicated and there just aren't enough of them to have things like term limits get in the way. Then there are the more transitory members that get all eager about changing things, then are gone after a year or so (that's more my style). I'm not saying these transitory members don't have valid input or concerns, but ultimately it's usually the core group that drives the success of the organization over the long term. Again, I'm not speaking about this particular organization, but more in my experience with similar organizations.

    Coincidentally, I rode the Southern Kettles just today (my 1st time this year) and want to give a big thumbs up to whoever designed the little section on the Carlin Blue/Green loop the zigzags back and forth several times through a little gully. That little section put a big smile on my face.
    Warning: may contain sarcasm and/or crap made up in an attempt to feel important.

  9. #9
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    Quote Originally Posted by trailville View Post
    I don't believe I even know anyone on the board, so I'm not speaking as an insider.
    I was appointed to the southern kettle board for building the chapter web-site and taking on the task of marketing the trail work days that produce the trails that you like so much. My wife and I are two of the names on the "Dirty Dozen" banner at the Kettle Shelter that recognizes the core group of trail workers that you speak of in your post above. I am 100% behind our becoming a Chapter of IMBA! According to Harold Schmidt (one of the last two WORBA Officers) WORBA will cease to exist as of November 2011. That leaves our chapter searching for an insurance policy to cover events like trail work days. Changing over to an IMBA Chapter will provide more affordable insurance and many other services to the organization......However, IMBA requires written bylaws from any trail advocacy organization that participates in their new Chapter Program. Metro Mountain Bikers and the Capitol Off-Road Pathfinders have both chosen to become Chapters of IMBA in response to the gradual decline that has plagued WORBA. These policy changes are of paramount importance, primarily to the mountain bikers that care enough about the trails to attend trail building events at the Southern Kettles, but will benefit the entire Mountain Bike Community.

    Things like term limits can create problems with small volunteer organizations
    We are no longer a small organization. Our volunteer list has over 150 people and we have over 700 followers on our FaceBook Page. With over 50 miles of trails and growing, we need the organization to grow larger to accommodate the larger work-load. If you want to see better and larger facilities at the current two trailheads, like flush toilettes, showers or changing rooms, then we need to apply for matching fund grants and hold fund raising events. All of which, will require additional people working closely together as a team.

    So I gotta think they are doing a lot of something right.
    I couldn't agree more! Because things are going right, we have the opportunity to dedicate some of that forward momentum towards a policy of continual improvement.

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    Flush toilets! That's crazy talk.

    I still think you should be careful with term limits.
    Warning: may contain sarcasm and/or crap made up in an attempt to feel important.

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    Hey Trailville, it was good to hear your perspective. Thank you for taking time to share it. What you say mirrors my concerns and you put into words exactly what I fear. Again, I think we can do more to improve how things operate and formalize the process. More voices and input can be beneficial. Joining IMBA looks like a good answer. However, I am not convince at this time we need a big bureaucratic mechanism like the one I envision might evolve if we adopt the by-law sample taken from another group as written. That is not to say we cannot gleam good ideas from it. I just do not want to choke the progress we have seen over the last 6 years with committees. While opinions abound, the proof that the system we have now works can be seen by the fruit of what has been done on these trails. Again, can we do better? Yes. Can more be done to involved more people in the process? Yes. We have much to be proud of when we ride the Muir and Emma trails. Keep in mind that the system now in place got it done. After last spring’s events many of us are suspicious of the motivations. I hope we are wrong.

    Trailville, as far and the “zigzags back and forth several times through a little gully” Trailblazer Dave is the person to thank for that section. I agree with you. It sure is a fun little section. I am please you enjoy it too.

  12. #12
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    There was talk of Home Depot (please correct me if wrong) sponsoring a portion, or perhaps it was giving us a great deal, on materials for making a new facility. I honestly don't know exactly how that was proposed, but there was talk of it. This is something that would have gained more traction if we had actual meetings to discuss matters. At a minimum, this can serve as an example of how such a chapter can help benefit our community. In that, I mean at least everyone will know what's going on and can help contribute at whatever level they choose.

    These kinds of things would be a fantastic opportunity for the proposed IMBA Chapter to pursue, coordinate and see through. Heck, if they can get facilities similar to this at more remote locations such as Levis-Trow I KNOW we can find a way to make it happen. Easily? Probably not, but potential is there and a large community such as ours has the people-power too.

    The point on term limits does have merit and should be considered and discussed, thank you for sharing!

    In regards to the zig-zags, we should thank Dave Mangan for leading the crew, Paul Sandgren (DNR) for letting us do it and the dozens of people that work with Dave to make it happen. Most of people discussing on this thread thus far were there to help create that awesome section!

    I would finally like to mention that while there has been fantastic progress in recent years (my initial visits started in 1995) there are a lot of people who are very unhappy about the current situation and it is effecting their decision on coming to trail days that help build and sustain this awesome set of trails. That is not to mean that trail building days would cease (I seriously doubt that), but it does have an effect on attendance. I know there are many people who have stopped showing up, reduced or ceased donations, or in some cases both....because of the perceived closed nature of the current leaders. Even if you are a very casual rider of the system, this all does directly effect you.

    I personally feel that any sort of ill-feelings are on the way out the door and we are making some real progress just discussing our views on an open forum. This is all very good for our community!! Thanks folks

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    Quote Originally Posted by ~gomez~ View Post
    According to Harold Schmidt (one of the last two WORBA Officers) WORBA will cease to exist as of November 2011. That leaves our chapter searching for an insurance policy to cover events like trail work days.
    WORBA just contacted our GEARS chapter within the last month for information from us to be added to their insurance policy for the upcoming year.

    I'm not going to get involved with the discussion here in regards to your chapter as I don't know enough, if anything, about the Southern Kettle Chapter make-up or how they operate.

    What I do know is that this WORBA and IMBA Chapter shake-up has had our group beginning to wonder where we're going to end up. Since we're so small I think our only option is to merge with another chapter which is within close proximity to us. I'm going to begin some discussion with another small group in Manitowac in regards to this.

  14. #14
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    In the spirit of being open minded and exploring options, take a look at this: Clubs Need a Less Costly Alternative to The IMBA Chapter Program | ORGwerks

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    Term limits allow an organization to plan for an orderly transition from one leader to another. Without term limits there is no reason for an organization to foster and educate new leaders. That leaves an organization vulnerable when something suddenly takes a core person away from the organization. For example - WORBA never recovered, when Scott and Rita moved to Oregon. Term limits also help to stop leaders from getting burned out. In addition, its good for any leader to take a turn back as a trail worker to see how the system works looking up from the trenches.

  16. #16
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    Great news!

    The current board agreed to schedule an open meeting, where Hansi Johnson of IMBA will come in and make a presentation to anyone that is interested in the future of our trails. They have tentatively scheduled the meeting for Wednesday November 16th at 7:00 pm. They need to confirm with Hansi to make sure he can attend on that date.

    Our job is to encourage any and all of the Mountain Bike Community to attend that meeting.

    Not sure on the location, but we'll get that posted up there as soon as it's known.

    PLEASE plan on attending

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