As many of you know, VMB members and directors have been working for the past six months on organization changes that we believe will allow us to better serve our community and members.
The steering committe and board of directors recommended these changes. We'll be holding a member meeting on November 21 at 7:00 PM to vote on these. You can read the draft bylaws here
Here is a FAQ explaining the proposed changes, how we arrived at this decision, and its impact on VMB.
VMB Bylaw and Board Organization Changes
What’s Happening?
Since VMB began 20 years ago, it has grown considerably in size, territory, and ambition. Today, we now have more than 250 members, spread across every county in eastern Pennsylvania, from Delaware to New York. The original bylaws created a governance structure that served a small localized group well but are inadequate for our current and future needs of our growing organization. In October the VMB Board of Directors voted to affirm a recommendation of our steering committee to revise our bylaws and to change VMB from a member-directed organization to a board-directed one. Our current members will have an opportunity to make the final decision at a meeting scheduled for November 21 where members can vote to approve this measure.
Why Is VMB Considering This Change?
To better serve our members and the mountain bike community, we need a more robust structure that will guide our board of directors, empower our member committees and lay the early groundwork for expanding our volunteer base and hiring full-time staff. This change came after months of work with a non-profit consultant and was recommended by IMBA. The newly drafted bylaws provide a framework based on guidance from those groups on how we will responsibly achieve these goals while staying true to our mission and continuing to serve our members. Our board, working with a non-profit consultant this year, identified a need to hire at least one full-time staff member dedicated to growing the organization, and set a goal to do so in the next three to five years. It has become a common practice among trail organizations like ours as they seek growth; a board-governed structure is the model used by most organizations with paid staff.
What’s a Board Governed Non-Profit?
In a board-governed non-profit, the group’s board of directors retains voting privileges. They have governance, fiduciary and legal responsibility. They are also responsible for complying with non-profit law and managing staff. In member-directed orgs, members have voting rights privileges. They also have the power to revise bylaws, dissolve the organization, or liquidate its funds. This system gives more responsibility to members but creates a complicated decision-making process that is not conducive for managing employees.
How Will Members Have a Voice in Decisions and VMB’s Direction
It’s absolutely vital that our members retain a strong voice in the direction of VMB. We exist to serve our community and our members and your passion for mountain biking is what drives us to grow and do more. To ensure members have meaningful input in everything we do, we’re launching new committees to tackle our most important efforts and develop new ways to serve our community; each will be composed of three to five members. You can find an outline of our committee structure here. If you’re interested in joining a committee, let us know here by filling out this short application form. We’d be stoked to hear from you. Of course, everyone is invited to volunteer at any of our trailwork days, our events, or help lead a group ride.
Who Chooses the Officers? And How Does Voting Work?
Our current voting process—where members choose officers and the officers choose board members is a bit upside down and doesn’t follow non-profit best practices. No matter what we do, we need to change that. In board-directed orgs, the board of directors confirms new board members and elect the organization’s officers. Our draft bylaws outline the process: members can nominate board members in the fall. At the annual meeting, the board will confirm new board members (each director gets one vote). In January, the board will meet to elect the officers, each of whom have specific responsibilities to carry out.
How Do We Know The Board Will Continue Serving Members?
This is a proven organizational structure that works for a majority of the strongest non-profit organizations, including many mountain bike focused ones, including IMBA and NICA, as well as local organizations like Wildlands Conservancy, Community Bike Works, and the D&L Trail.The proposed bylaws enact three-year term limits on directors and prevents any board member from serving more than two consecutive terms. Elected officers are limited to three one-year terms. This ensures no one on the board accruals too much influence. And the committee structure provides a pathway for members to join the board after serving on committees.