These are the draft SEG America By-laws, that are now being reviewed by legal counsel.

Segway Enthusiasts Group America (SEG America) Bylaws
These by-laws are in draft form and subject to the approval of members of the organization before becoming finalized.

1.1 The name of this organization shall be the Segway Enthusiasts Group America (SEG America), also referred to as “the Club” in the following document.

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1.2 SEG America definitions:
· SEG America Bylaws – This document, which describes how SEG America will be governed, and establishes procedures and authorizations for the Club’s operations.
· SEG xx (xx SEG) – Segway Enthusiasts Group (xx = Location) i.e. SEG America, Bay Area SEG etc.
· SA – Segway Enthusiasts Group America
· EB – Executive Board – President, Vice President, Treasurer, Secretary and Local Group Coordinator
· Segway Inc. – The Segway Corporation
· Gliding – riding on a machine from the Segway Inc. brand of transportation products
· The Segwayâ – A machine from the Segway Inc. brand of transportation products
· LGC – Local Group Coordinator
· SEG Council – Elected representatives, by region, of local SEGs
· SegwayfesTâ – A gathering of owners, enthusiasts, and or dealers of Segway Inc. brand of transportation products
· SEG America Rules and Procedures Manual – Manual that offers further details on SA Standard Operation Procedures and supports and enforces the Club Bylaws.

ARTICLE 2. Club Purpose
2.1 The purpose of the Club shall be
· To promote the general interest in the Segway Inc. brand of transportation products
· To encourage safe operation of Segway Inc. brand of transportation products
· To encourage and facilitate events related to Segway products
· To secure a better understanding and recognition of the needs for users of the Segway
· To encourage the allocation of facilities for Segway gliding on public access space / lands
· To promote positive public awareness of Segway products
· To encourage and support legislation that is beneficial to the Segway gliding community and to work on the elimination of restrictions on the Segway Inc. brand of transportation products
· To encourage the development of local SEG organizations

2.2 SEG America shall cooperate with others who share a similar goal and purpose.

ARTICLE 3. Membership & Supporters

3.1 Types of Membership

3.1.1 INDIVDUAL MEMBERSHIP. This level is available to individuals who a) submit to the Club an application for membership; and b) pay their annual Club dues, or have their annual Club dues paid for them. Guardian approval may be required where appropriate. This membership level has access to the features and benefits defined in the SA Rules and Procedures Manual and will be on the club’s mailing lists. This level of membership includes voting rights in Club events and elections and discounted admissions to SA events.

3.1.2 BUSINESS MEMBERSHIP. This level of membership is available to businesses. To qualify a member business must have an official business license. This membership receives special reduced rates on national advertising and SegwayfesT sponsorship as well as additional benefits as defined in the SA Rules and Procedures Manual. Business Members will be on the club’s mailing lists. This level of membership does not include voting rights in club events and elections.

3.1.3 LIFE MEMBERSHIP. This level of membership shall be awarded for an outstanding contribution to the Club. A life member is to have all the privileges of an Individual Membership. All dues for this Life Member are to be waived for as long as the member wishes to remain a member of the club. A nomination for life membership must be submitted for a current SA member in good standing, to the SA Executive Board for consideration. The nomination should include the reason and background of the member. The Executive Board will vote on this award.

3.2 SEG AMERICA SUPPORTER. This status is available to individuals who submit an application to the Club. This status level has access to the club web site and will be on the club’s mailing lists. This status does not include voting in club events and elections, nor discounted admissions to SA events.

3.3 Removal of a SEG America Member

3.3.1 A member of SEG America may be removed from the membership at any time because of actions that are discrediting to SA or a local SEG. Any member in good standing may petition the Executive Board and ask for the removal of an SA member. It shall be necessary to identify such cause or reason with a full explanation of why removal is sought.

3.3.2 The Executive Board will review the petition for removal, and act accordingly with a simple majority vote. All personal information pertaining to the request for removal will be kept confidential, if the member chooses to resign instead of being removed. A summary of the results of the vote will be recorded in the minutes of that meeting.

3.3.3 Any SA member removed from the membership shall not be eligible for SA membership for a period of one year after his/her removal.


4.1 The dues will be set annually by the Executive Board and will be based on a fiscal year, which will commence January 1 and continue for the next 12 contiguous months.

4.2 Dues will be collected from the members on an annual basis.

ARTICLE 5. Officers and Representatives

5.1 Elected Officers

5.1.1 President
· Is a voting member of the Executive Board.
· Is the chief operating officer of the club with the power to initiate and direct Club policy subject to the approval of the Executive Board.
· Chairs the Executive Board meetings.
· Provides the club with leadership and guidance in accordance with the purpose of The Club.

5.1.2 Vice-President
· Is a voting member of the Executive Board.
· Substitutes for the President in his/her absence.
· Arranges meeting sites and programs, and chairs the Club meetings.
· Chairs special committees and directs special projects as directed by the President and/or the Executive Board.

5.1.3 Secretary
· Is a voting member of the Executive Board.
· Records minutes of all regular Club and Executive Board meetings.
· Serves as official correspondence secretary.
· Furnishes a copy of minutes of regular Club and Executive Board meetings to all Executive Board members and Posts meeting minutes to member forums as directed by the EB.

5.1.4 Treasurer
· Is a voting member of the Executive Board.
· Responsible to keep a record of all financial transactions.
· Furnishes a copy of the monthly expense/income report to all Executive Board members and reports SA’s financial status at Executive Board meetings and other official Club functions as directed by the Executive Board.
· Is bondable.

5.1.5 Local Group Coordinator
· Is a voting member of the Executive Board.
· Reports to the Executive Board of local SEG activity.
· Arbitrates disputes that may arise between local groups.
· Helps coordinate Local Group and National coordination of Local activities.

5.2 Elected Representatives

5.2.1 SEG Council Representative
· Is a voting member of the Board called the SEG Council.
· Represents their regional SEGs interest to the National SEG America Executive Board.
· Reports to the Executive Board their regions positions on issues national and regional.
· Performs specific duties as assigned by the President or Executive Board. A representative shall be elected from the Local SEGs, by region and may sit (and have a vote) on the National Board. Regions that meet the requirements as set in the SEG America Rules and Procedures Manual may elect a representative to sit at the National Level. SEG America Regions shall be established in accordance with the SEG America Rules and Procedures Manual.

5.3 Appointed Positions:

5.3.1 Immediate Past President
The SA President becomes the Immediate Past President upon the induction of a newly elected SA President.
· May be appointed as a non-voting associate to the Executive Board
· Provides continuity and advice to board, especially on past year’s activities
· Performs specific duties as assigned by the President or Executive Board

5.3.2 The Executive Board, by action of the majority, may make appointments to non-voting associate positions as necessary. Additional information on the duties of the Club officers and associate position holders is detailed in the SA Rules and Procedures Manual.

ARTICLE 6. Executive Board Operations

6.1 The property and lawful business of the Club shall be held and managed by the Executive Board, which shall possess all the powers and the authority as may be necessary to carry out the purpose and goals of the Club as defined by these bylaws.

6.2 The Executive Board shall appoint a committee to review the records of the Club Treasury on an as-needed basis, as determined by the Executive Board.

6.3 All Executive Board positions are unpaid. Members seeking board positions do so with this knowledge and seek their desired positions to help further the stated goals of the Club.

6.4 Removal of SEG America Officers & Appointees
If any member of the Executive Board does not perform his/her assigned duties to a level stated by this document and expected by the membership, he/she may be removed from his/her office as follows:

6.4.1 Any Executive Board member may ask for the removal of a member of the Executive Board. A full explanation, in writing, of why removal is sought must be provided.

6.4.2 The president, or vice president in the event that the action is sought against the president, with a four fifths majority approval of the board, shall have the authority to remove any elected board member from his/her position at any time, for any cause which the board shall deem adequate. It shall be necessary to identify such cause or reason in the records of the meeting.

6.4.3 Appointed board members may be removed from the Executive Board by a simple majority affirmative vote of the Executive Board.

6.4.4 The general membership must be informed of actions against any Executive Board member by notification of such action through an appropriate Club communication.

6.5 Upon expiration of term or removal from their position on the board, all documents and properties of the Club that were in the possession or assigned to the particular board member must be turned over to the Executive Board in a timely fashion.

6.6 In the event of the removal or resignation of the Vice-President, Secretary, Treasurer or Local Group Coordinator, the Executive Board shall appoint a replacement for the vacated position for the remainder of that term in office. In the event of the resignation or removal of the President, the Vice-President shall assume the presidency and the Executive Board shall appoint a new Vice-President.

ARTICLE 7. Elections

7.1 Term of office for club officers shall run from September 1 to August 31 annually. Elections shall be held on a timely basis to have officers elected by August 15 annually.

7.2 The Executive Board shall set dates for the annual election by January 31.

7.3 Election Process

7.3.1 Any Member in good standing may be nominated for club office by any member in good standing except as noted in section

7.3.2. Nominations must be received by the elections committee within the timeframe stated at the beginning of the elections process. Nominations must include the name of the member being nominated, their contact information, the Executive Board position for which the nominee is running, and their local SEG affiliation.

7.3.3 The Executive Board shall appoint three (3) members in good standing to serve as the elections committee by April 30 of each year. Members of this committee are ineligible to run for office in the election they have been appointed to officiate. Members of this committee may be appointed to positions by the executive board in compliance with other articles of this bylaw. The elections committee will confirm that all nominees are members in good standing and accept their nomination to run for office. The elections committee shall then draw up a ballot of candidates for Executive Committee positions to be filled and shall distribute it to the membership. Efforts should be taken to assure candidates for each office, and the elections committee may solicit volunteers from the membership, or from the Executive Board if necessary. The elections committee should make all reasonable effort to secure at least one candidate for each office. If there is no candidate for a particular office, that position shall go unfilled until such time as the executive Board can secure an appropriate volunteer for that position and can appoint them as an interim officer until the next election, in compliance with section 6.6 of this bylaw.

7.3.4 A timeframe for the Election of Club Officers shall be published by January 31 of each year, detailing that year’s election. The dates to be specified at that time will include a nominations period, a period to compile the ballot, a voting period, a tabulation period, and the date the winners of the election will be announced. During the approximate two weeks from announcement to the start of the new term, there shall be at least one Executive Board Meeting open to both outgoing and incoming officers for the purpose of a smooth transition of authority and responsibilities.

7.4 Voting

7.4.1 Ballots shall be distributed or made available electronically to all members eligible to vote in the election. Notifications of the election shall be sent to the members’ last recorded address in the SA records. This ballot shall provide that each member in good standing shall have the opportunity to cast one vote per office for the offices of President, Vice President, Treasurer, Secretary, and Local Group Coordinator.

7.4.2 The candidate that receives the largest number of votes for a particular office shall be determined to be the Officer elect for that office.

7.4.3 In the event of a two or more candidates receiving the same number of votes, a tie, the Officer elect shall be determined by the majority of votes from all members of the outgoing Executive Board and the other members of the incoming Executive Board. Each person in this group shall have only one vote, whether they are an outgoing office holder, an incoming office holder, or both.

7.5 Terms of Office

7.5.1 The term for Officers-elect will commence on September 1 in the same year as the election.

7.5.2 All officers serve for a term of one year.

7.5.3 All other positions of the Club shall be appointed by and serve at the pleasure of the Executive Board. All appointments shall be for a term of not more than one year. Persons appointed to positions by the Executive Board may be re-appointed.

ARTICLE 8. Meetings

8.1 Executive Board meetings

8.1.1 The Executive Board will meet as often as necessary, either online, via teleconference or in-person. Each Executive Board member shall be notified of an Executive Board meeting no less than 30 days prior to such a meeting, if to be held in-person, or no less than 5 days, if to be held online or via teleconference.

8.1.2 A quorum for the purpose of conducting business at Executive Board Meetings shall consist of at a majority of all the voting Executive Board members, not the majority of members present.

8.2 General membership meetings

8.2.1 The general membership may meet as necessary, either online, via teleconference or in-person. General membership meetings are to be held as determined by the Executive Board.

ARTICLE 9. Individual Local/Regional Club Bylaws

9.1 Certified local SEGs will be eligible for financial assistance and grants from SEG America, will be eligible to host and hold National SEG America events and may receive other benefits that SEG America may offer. Local SEG groups may then identify their membership in SEG America on their Representations and be able to use the SEG America’s Logo.

9.2 Local groups shall put the letters ·SEG· in the front of or after their unique identifier, such as “SEG Houston” or “Bay Area SEG” as long as the uppercase “SEG” is in the abbreviation.

9.3 To be certified as a Local SEG, and associated with SEG America, the following items must be submitted to, and approved by the executive Board of SEG America.
· A charter and a set of local SEG by-laws
· The Local SEG’s FIN (Federal Identification Number)
· An annual list of officers of the local SEG
· An annual signed agreement from the officers to protect, uphold and abide by the SEG America by-laws, and to operate in a lawful manner.
· Any other document or information as required in the SA Rules & Procedures Manual

ARTICLE 10. Amendments

10.1 Proposed amendments to the bylaws shall be presented to the voting members of the Club by either a) approval of the Executive Board or, b) upon receiving a petition endorsed by not less than 25 voting members.

10.2 These Bylaws may be amended only by a two-thirds vote of the ballots returned from members in good standing. Ballots shall be made available to all members in good standing to the last recorded address in the SA records.

10.3 The Executive Board shall determine procedures for voting and shall appoint a minimum of two Members to tabulate votes. For each vote by the Members, the Executive Committee shall establish and announce a defined period of time during which votes must be received. The voting period shall be sufficient to allow Members reasonable time to receive notice and cast a vote. A vote shall be considered invalid if a technical failure prevents a majority of Members from casting votes.

10.4 In the event of a tie vote, the issue will be considered to have not passed. The issue would need to be changed in its substance and resubmitted if a future vote on the issue will be made within six (6) months.

ARTICLE 11. Disposition of Assets

11.1 In case of dissolution of the Club, all legal debts will be paid with the assets of the club. No funds from the Executive Board, Local Sections or their executive board or the SA general membership will be affected or attached to pay the debts of SA.

11.2 The remaining assets shall be distributed by a majority vote of the Executive Board in office at the time of dissolution, in a manner consistent with the Club’s purposes.

– End – Draft Version of SEG America By-Laws 04/20/2006 -End-