Annual Meeting and Party July 19, 2017

1. Annual Meeting and PartyJuly 19, 2017

2. Agenda… • Member Update • Governance Documents Vote • New Bylaws • New Club Rules • Board Nominee Introduction • Board Election • Other Business “The VVCC’s mission is to improve the bicycling environment, facilities, and quality of life in the region and encourage bicycle use as an energy-efficient, economical and nonpolluting healthful and enjoyable form of transportation and recreation. ”

3. Member Update… • FY17 – What a Year! • Raised $31k from various sources • 131 Members – ñ 102% • Road bike community outreach • Road bike membership ñby 32 since March 1st • SR-179 sweeps • Convinced ADOT to sweep SR-179 beginning in 2018 • Boynton Pass Roads 3’ striped shoulder • Mountain bike community outreach • 14 USFS and VVCC trail work days • Hundreds of volunteer hours at work days and patrols • Received trail work authorization from USFS • Western Gateway fund raising initiated • Left the IMBA Chapter program • Redesigned www.vvcc.us • New membership management & fulfillment software implemented • Regular Member email updates • Distributed 40 helmets to kids at the Sedona Celebration of Spring Event • Partnered with Chain Reaction to help get veterans and the needy bicycles for transportation “Vision... A world class bicycle environment in the greater Verde Valley region. ”

4. Member Update… • FY18 and Beyond • Strong financial position • 3 year $10k/year private foundation grant recipient beginning July 17 • Organization development • Youth Program • Trail Building • Board approved budget • Strong governance and operating plan • New bylaws and club rules • 11 Board nominees • Board operating through committees all but one open to Members • Executive • Nominating • Membership • Events • Marketing & Fundraising • Road Bike Advocacy • Mountain Bike Advocacy

5. Member Update… • Executive Committee • Members: President, VP, Secretary, Treasurer • Focus areas: • Budgetary oversight • Community outreach • Committee oversight and steering • Strategic planning • Board agenda • FY18 goal: VVCC long term goals • Nominating Committee • Members: Kevin Adams (Chair), Your Name Here x 3 • Focus areas: • Board election rules • Director slate • Board vacancy replacements • FY18 goal: Director in Waiting bench

6. Member Update… • Membership Committee • Members: Kevin Adams (Chair), Paul Hallinan, Don Mathieu, Your Name Here x X • Focus areas: • Membership • Member outreach & updates • Auto-renewing dues option • FY18 goal: 175 Members

7. Member Update… • Events Committee • Members: Pam Milavec (Chair), Don Mathieu, Paul Hallinan, Caroline Oreel, Your Name Here x X • Focus areas: • Social Events/new Members • Former members • Community and local government leaders • Working with other committees • FY18 goals: • New club-wide social events • 33% member participation at events • 10 new Members from events • Encourage/support new riders

8. Member Update… • Marketing & Fundraising Committee • Members: Dan Blaettler (Chair), Marty Glinsky, Paul Hallinan, Kevin Adams, Lars Romig, Your Name Here x X • Focus areas: • New funding/revenue sources • Marketing collateral • Elevator pitch • Grant dossier • Grant writing • FY18 goals: • Achieve budgeted fundraising targets • www.vvcc.us website • Responding to visitor’s email inquiries within 24 hours of receipt

9. Member Update… • Road Bike Advocacy Committee • Members: Rich Leever (Chair), Don Mathieu, Bryon Horton, James Kemper, Robert Hudson, Kevin Adams, Heather Parris (Chain Reaction only), Pam Milavec, Your Name Here x X • Focus areas: • Mapped rides • Member rides • Roster of officials • Public Official Meetings • Relationships with cycling clubs in Prescott, Flagstaff, and Phoenix • Sweeping of 89A from Sedona to Cottonwood • FY18 goals: • 60 road bike Members • Better relationships with public officials • Regional, state, and national cycling organizations best practices • Community outreach program • Partnering opportunities with select local non-profits

10. Member Update… • Mountain Bike Advocacy Committee • Members: Lars Romig (Chair), Marty Glinsky, Doug Copp, Paul Hallinan, Pam Milavec, Your Name Here x X • Focus areas: • Youth mountain bike programs • Member rides • Western Gateway Trail Project • VVCC led trail work days • USFS led trail work days • FY18 goals: • Verde Valley schools partnerships • Western Gateway • Phase II completion • Phase III fundraising • 5 VVCC led trail work days • 1,500 trail work volunteer hours (includes Red Rock Bike Patrol hours)

11. Governance Document Vote… • Why new Bylaws and Club Rules? • Structural & operational requirements • Last updated in July 2012 • Reviewed • October 2016 • April 2017 • Recommended approach • Split structural and operational requirements into two governance documents • Bylaws (structural)– Members amend at Member meetings if required • Club Rules (operational) – Members approve initially and Board amends when required

12. Governance Document Vote… • New Governance Documents • Board Recommends Approval of new Bylaws and Club Rules • Discussion • Member Voice Vote

13. Board Nominee Introduction

14. Governance Document Vote… • Nominees up for Reelection • One year term • Paul Hallinan, Caroline Oreel, Lars Romig • Two year term • Kevin Adams, Marty Glinsky • Three year term • Dan Blaettler, Doug Copp • New Nominees • Two year term • Michael Harris – former Board member • Pam Milavec* – part time resident road/mountain biker • Three year term • Rich Leever* – road biker • Don Mathieu* – road biker • *Eligible under new governance documents

15. Director Election

16. Back Up Slides

17. Governance Document Vote… • New Bylaws • Take precedence over Club Rules • Include only structural matters – operational matters moved to Club Rules with authority from the Bylaws • Article I – General • Article II – Definitions • Article III – Purpose • Article IV – Members, Board and Officers • Article V – Non-Discrimination • Article VI – Construction and Amendments • Article VII – Limitations of Liability • Article VIII – Dissolution of the VVCC

18. Governance Document Vote… • New Club Rules • Includes only operational matters • Article I – Goals • From Article I, Section 2 of the current Bylaws • Article II – Limitations of Purpose • New: Sections • Limiting VVCC’s activities • Order of precedence • Certain capitalized terms meanings

19. Governance Document Vote… • New Club Rules • Article III – Membership • From select Sections of Article III of current Bylaws with revision and new Sections • Revision • Creates Sponsoring Membership type • New Sections • Board to establish and set the rate for membership term, in increments • Dues change limitations and when effective (previously silent) • Defines • Member voting rights • When/how Member votes occur • Member suspension/expulsion • Permits additional Member benefits

20. Governance Document Vote… • New Club Rules • Article IV – Meeting of Members • From select Sections of Article VII of current Bylaws with revisions and new sections • Revisions • Annual Meeting is now in Q1 rather than July • No more paper meeting notices by regular mail • New Sections • Provisions for special and regular Member meetings • Special and regular Member meeting notice requirements

21. Governance Document Vote… • New Club Rules • Article V – Board of Directors • From select Sections of Articles IV & V of current Bylaws with some revisions • No more paper balloting by regular mail for Board elections • Directors no longer need to be Members for six months • Part time residents can become Directors provided they can physically attend at least six (6) Board meetings annually • Staggered Director terms • Expanded Treasurer responsibilities • Budget • Financial statements

22. Governance Document Vote… • New Club Rules • Article VI – Meetings of the Board of Directors • From select Sections of Articles IV of current Bylaws with revisions and new requirement • Revisions • Quorum increases from 1/3 to majority of the Directors holding office • Financial management section moved to Article VIII of the Club Rules and revised • New: Establishes requirement for minutes at all Board meetings

23. Governance Document Vote… • New Club Rules • Article VII – Committees • From select Sections of Articles VI of current Bylaws with revisions and new requirements • Revisions • Online Director voting (Nominating) • Updated events (Events) • Fund Raising Committee name and duties changed to tie to budget process • New • Establishes Board’s power to appoint Officers and Members to serve on committees • New Standing Committees • Road Bike Advocacy Committee • Mountain Bike Advocacy Committee

24. Governance Document Vote… • New Club Rules • Article VIII – Contracts and Payments • New • Board authorizes Officers to enter into contracts • Permits Officers to make payments • Creates “Authorized Personnel” • Full board approval not required for budgeted expenditures • Board to adopt delegation of authority policy

25. Governance Document Vote… • New Club Rules • Article IX – Amendments • New: May be amended at anytime by Board • Article X – Conflicts of Interests • New: Prohibits anyone with a financial interest in a contract with the VVCC from serving as an Officer or Director • Article XI – Communications Policy • From Continuing Resolution I of current Bylaws • Article XII - Limitations of Liability and Indemnification • From select Sections of Articles IX of current Bylaws with revision • VVCC not liable to Members (current Bylaws having Members not liable to the VVCC)