BYLAWS OF THE LARAMIE BICYCLING ASSOCIATION

Article I. Purpose of the Organization

This Corporation is being formed exclusively for charitable purposes to promote bicycling in the City of Laramie, Wyoming, as a safe, efficient, healthful, non-polluting form of' transportation for both commuting, fitness, and recreation.

AREAS OF EMPHASIS:

  1. Cooperate with City officials, planners, and developers to ensure the inclusion of the needs of bicyclists in the City transportation network.
  2. Foster safer travel for bicyclists and motorists through education in, and encouragement in adhering to, traffic regulations and through facilitating mutual respect and understanding.
  3. Provide a recreational and educational forum and a network for bicyclists.
  4. Strive for increased membership leading to a strong unified voice in dealing with bicycling related issues.
  5. Not-for-Profit Purpose: No part of the net earnings of the Corporation shall be for the benefit of', or be distributed to its members, trustees, or other private persons. However, the Corporation is empowered to pay reasonable compensation for services rendered and to make payments and distributions in accordance with the stated purpose of the Corporation. The Corporation shall not carry on any activities not permitted by a tax-exempt corporation under section 501(c)(3) of the Internal Revenue Code.

Article II. Offices and Records

  1. The Corporation shall maintain s registered office at 113 North 17th St., Laramie, Wyoming 82070, to keep its books, documents and records.

Article III, Board of Directors

  1. The Board of Directors shall manage the property and business of the Corporation, and that number shall be not less than three (3) nor more than seven (7). At the annual meeting of the Board, in addition to the election of officers, the Board of Directors will elect new board members. However, any and all vacancies may be filled at any time by a majority vote of the officers of the board, although less than a quorum.
  2. Unless a board member resigns, dies, or is removed by a majority vote of the board, each board member shall hold office for one year; at the annual meeting of the member's first year, the members term will expire. Upon formation of this corporation, at least three members but not more than seven members of the board will serve for terms expiring at the annual meeting of the board.
  3. All resignations of board members must be in writing and sent to the Secretary. The Board will take action on all resignations. A board member elected to fill a vacancy shall be elected for a full one year term. An affirmative vote of two thirds (2/3) of the Board will result in the removal, with or without cause, of any Board member. Any Board members missing two (2) meetings without delivering a satisfactory explanation may be removed by the Board.
  4. The Board may exercise all such powers of the Corporation. Those powers include the right:
    1. To sue and be sued, complain and defend, in its corporate name only
    2. To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated
    3. To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of' its property and assets;
    4. To make contracts and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds and other obligations, end secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income
    5. To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by the State of' Wyoming.
    6. Unless otherwise provided in the Articles of Incorporation, to make donations for the public welfare or for charitable, or educational purposes.
    7. To indemnify any board member or officer or former board member or officer of the Corporation against liability and expenses actually and necessarily incurred by the board member or officer in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such board member or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of' duty; but such indemnification shall not be deemed exclusive of any other rights to which such board member or officer may be entitled, under any bylaw, agreement, vote of board of directors or members, or otherwise.

Committees

  1. The Board shall, whenever it deems it necessary, form committees to carry out the business of the Corporation. Membership of these committees must include at least one board member and may, as the Board deems it necessary, include one or more members who are not members of the board. Upon dissolution of the committee, the elected chair of the committee will issue a full report to the Board.

Compensation

  1. No officer or board member of the corporation shall be paid or receive directly or indirectly any profit or pecuniary advantage. However, the Board may authorize the payment of reasonable expenses incurred by board members in the performance of their duties,

Article IV. Meetings

  1. The Board of Directors will designate, through written notice, the place of each regular meeting within Wyoming.
  2. The annual meeting of the Board of Directors will be held in December and will include the election of new officers and any other business the notice states.
  3. Special meetings may be called by the President or a majority of the Board.
  4. A quorum for the transaction of business shall be defined, except as otherwise provided by the laws of Wyoming or by the Articles of Incorporation, as a majority of the Board, present in person or represented by written proxy.
  5. Each board member will have one vote--to be exercised in person or by written proxy--and all elections and questions shall be decided by a majority of the votes cast, provided a quorum is present.

Article V. Officers

  1. The Board shall elect its four officers each year at the annual meeting. The Officers are President (Chairperson), Vice President (Assistant or Vice Chairperson), Secretary, and Treasurer.
  2. Each officer shall hold office until a successor has been appointed by the Board, unless the officer resigns, dies, or is removed by the Board. Any Officer or board member may be removed at any time, with or without cause, by an affirmative vote of a majority of the Board in office.

President

  1. The President shall preside at all meetings of the board of' directors and shall be an ex-officio member of any and all committees appointed by the Board; he shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.
  2. The President is the chief executive officer and has general supervision and direction of the business of the Corporation and sees that all orders and resolutions of the Board are carried out.

Vice-President

  1. The Vice President has such powers and performs such duties as may be prescribed from time to time by the Board or President. In the absence or disability of the President, the Vice President assumes all powers to perform the duties of President and such duties designated by the Board.

Secretary

  1. The Secretary has such powers and performs such duties as may be prescribed from time to time by the Board or the President. The Secretary attends all sessions of the Board, records all votes, and keeps the minutes of each meeting; the Secretary notifies the Board of all meetings as required by these bylaws.

Treasurer

  1. The Treasurer is the chief financial officer of the Corporation and has custody of all the corporate funds and securities. The Treasurer keeps full and accurate accounts of receipts and disbursements in books belonging to the Corporation and deposits all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board.
  2. The Treasurer disburses the funds of the Corporation as ordered by the Board and renders to the Board, at least quarterly, a full account of all transactions and the financial condition of the Corporation.
  3. The Treasurer has such other powers and performs such other duties as may be prescribed from time to time by the Board or the President.

Duties of Officers May be Delegated

  1. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of' them, of such officer to any other officer, or to any board member, provided a majority of the board then in office concurs.

Article VI. Conduct of Business

  1. All checks and other demands for money and notes and other instruments for the payment of money shall be signed on behalf of' the Corporation by such officer or officers or by such other person or persons as the Board may from time to time designate.
  2. The Secretary shall attest to all contracts, deeds, and other instruments signed by the President, Vice-President, or by such person or persons as the Board may from time to time designate.
  3. No loans shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of' Directors. No loan shall be made to any board member or officer of the Corporation.
  4. The Board of' Directors may accept on behalf of' the Corporation any donation, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
  5. The Fiscal year shall be the calendar year.

Conflicts of Interest

  1. No officer or board member of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by the Corporation, nor in any contract for furnishing services or supplies to the Corporation, unless such contract is authorized by s majority of the Board of Directors at a meeting at which the presence of such interested board member is not necessary for the purposes of a quorum or for the purposes of such majority, and the fact and nature of such interest is fully disclosed or known to the board members present at the meeting at which such contract shall be authorized.

Article VII, Amendment

  1. These bylaws may be altered or amended at any regular or special meeting of the Board by the affirmative vote of a majority of the board members then in office.