ABC Club ByLaws

BYLAWS OF THE
ARCTIC BICYCLE CLUB

ARTICLE I – SEAL AND FISCAL YEAR

Section 1. Seal. The seal of this Corporation shall be inscribed with the name of this Corporation and the words “Corporate Seal”.

Section 2. Fiscal Year. The fiscal year of this corporation shall begin on January 1 and end on December 31 of the same calendar year.

ARTICLE II — ORGANIZATION OF THE CLUB

The Arctic Bicycle Club (Club) shall consist of three divisions: the Road Division, the Mountain Division, and the Touring Division. Other divisions may be added as desired by a vote of the Board of Directors and approved by the Club. Each division shall be managed and directed by a committee selected by Club members who participate in the division. Each division committee will be responsible for:

(1) maintaining its own accounts;

(2) organizing and implementing its racing/touring schedule;

(3) meeting on a regular basis to discuss the affairs of the division, but at least four (4) times annually;

(4) appointing representatives to attend meetings of the Board of Directors;

(5) providing regular reports to the Board of Directors about the affairs of the division.

(6) two members of the committee will also be directors as described below.

Each division shall have a mandatory meeting at the conclusion of its regular season (but before December 1) to select committee members. Committee members will be nominated and elected by a majority vote of those present at the meeting. There shall be no limit on the number of committee members. Each division must select, however, a secretary to record minutes of all division meetings, a treasurer to manage the divisions accounts, and a chairman to preside over other members of the committee. These offices can be held by the same person. Every club member who participates in the events of a division may vote on issues of the division, even if the member also participates and votes in other divisions.

ARTICLE III  MEMBERSHIP AND VOTING

Section 1. Memberships. There shall be one membership in the Arctic Bicycle Club (hereinafter “Club”) for each person who agrees to the conditions of the membership Application, (hereinafter referred to as “Application”). There shall be no limitation on the number of members. No person or entity other than a person who joins the Club and pays all application and other fees may be a member of the Club. Membership in the Club must be renewed annually, and shall expire on December 31 of each year (regardless of when the member joins the Club) unless renewed prior to the expiration of the members current membership period.

Persons who become members of the Club by signing the Application WAIVE ANY AND ALL RIGHTS TO BRING SUIT AGAINST CORPORATE OFFICERS OR BOARD MEMBERS INDIVIDUALLY OR SEVERALLY FOR INJURIES THAT MAY OCCUR DURING THE COURSE OF A BICYCLE EVENT SPONSORED BY THE CLUB. Club members understand that the Club may not have insurance coverage for its activities. Club members understand that a primary reason for incorporating as a non-profit corporation is to avoid cancellation of the season and dissolution of the Club. Members understand that the Club will NOT provide insurance coverage for any and all injuries suffered by participants in Club-promoted or Club-sponsored events, including injuries caused by the negligence of Club officers, employees, directors, agents, volunteers, or trustees.

Membership in the Club entitles the member to receive the Clubs monthly newsletter, and enjoy other benefits of the Club. Membership does not, however, include admission in any race or other Club sponsored event. Members will be required to pay additional fees to participate in specific events sponsored by the Club.

Section 2. Transfer of Membership. Membership in the Club shall not be assigned, encumbered, or transferred to anyone. No member will be entitled to a refund of his/her membership fee if the member cancels membership before the expiration of the membership period.

Section 3. Annual Meeting. The annual meeting of the members for the purpose of voting on such matters as properly may come before the Club shall be held on the fourth Tuesday in September of each year at a convenient location in Anchorage, Alaska as selected by the Board of Directors, unless the Board selects another date and provides notice to the Club members of the new date at least 30 days prior to the fourth Tuesday in September.

Section 4. Special Meetings. Special meetings of the members may be called at any time by the President, by at least three members of the Board of Directors, or by written request of at least 25% of the members, and shall be held at a convenient location in Anchorage, Alaska to be selected by the persons calling the meeting.

Section 5. Notices – Waiver. Notices of annual and special meetings must be adequate, and can include written notice by mail, fax, e-mail, or given at a meeting of the members. The notice must state the place, day and hour of the meeting and must indicate each matter to be voted on. This notice shall be delivered not less than ten (10) nor more than fifty (50) days before the meeting to each member entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in United States mail addressed to the member at his address as it appears on the records of the Club, with postage prepaid. Notice of such meeting is adequate if published in the Clubs newsletter at least 10 days before the meeting.

Attendance of a member at a meeting shall constitute a waiver of notice of that meeting unless the member attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

Section 6. Voting Rights. Where the vote of the members is required or permitted by the statutes of the State of Alaska, the Declaration, the Articles of Incorporation, or these Bylaws, each member is entitled to one (1) vote. Voting by proxy shall not be permitted. Each member may vote separately in each division on division issues only if the member participates in the events of the division.

Section 7. Quorum; Vote Required; Adjournment. A quorum at the annual or a special meeting will be met if 10% of the members are present in person. If a quorum does not exist, a majority of the votes present may vote to allow the meeting to continue just as if a quorum were present. If a majority of those present do not elect to continue the meeting, then the meeting shall be rescheduled.

If a quorum exists, or those present elect to proceed as if a quorum exists, the action of a majority of the votes present shall be the act of the members.

Section 8. Voting by Mail. Voting by mail may be permitted at the option of the Board of Directors on any issue brought before it. The Secretary shall give written notice to all members setting forth a description of the proposed action, and shall state that such persons are entitled to vote by mail for or against the proposal. All notices shall state a date not less than 10 days after the notice, before which all votes must be received, and further state that the vote must be sent to the specified address of the principal office of the Club. Votes received after the date stated in the notice shall not be effective. Delivery of a vote in writing to the principal office of the Club shall be equivalent to the receipt of a vote by mail at such address for the purposes of this section.

ARTICLE IV  BOARD OF DIRECTORS

Section 1. Number, Terms, Qualification and Election. The Club shall be governed and managed by a Board of Directors who shall be invested with all of the powers, duties, rights, and responsibilities normally given to members of a non-profit corporation under the laws of the State of Alaska, the Articles of Incorporation, these Bylaws, or the Declaration.

(a) The Board of Directors for the Club shall consist of seven (7) directors. Two of these directors will be elected or appointed by the Touring Division, two directors will be elected or appointed by the Mountain Division, and two directors will be elected or appointed by the Road Division. The seventh director will be elected by the general membership and will represent the Clubs interest. Other directors may be elected as necessary to accommodate the addition of other division to the Club.

(b) Directors shall serve from the date of election until the next annual meeting or until such time as their successor shall be duly elected unless they are sooner removed from office as provided herein. Each director may be reelected. There shall be no term limits on any director position. Each director is entitled to one vote on all matters before the Board.

(c) Every member of the Club in good standing is qualified to become a director.

(d) Election of directors shall occur at the annual meeting. Nominations for the position of director shall be taken at the meeting for the seven (7) Director positions, with at least two nominations for representatives of the Road, Mountain, and Touring divisions. Voting shall occur in accordance with Article III above.

Section 2. Required Offices. The Board of Directors will appoint from among themselves the following officers: President, Vice President, Secretary, and Treasurer. Two of these positions may be held by the same director. Other officers may be appointed as the discretion of the Board consistent with Article V below.

Section 3. Removal and Resignation. Directors may be removed from office with or without cause by a 2/3 majority vote of the division who elected or appointed the Director, or a 2/3 majority vote of the Directors. The notice of any meeting at which the removal of a director will be voted on must specifically state such. A majority vote of the Board of Directors shall have the right to remove any director for failure to attend twenty-five percent (25%) of the regularly scheduled or special meetings for which proper notice has been given. A majority of directors may declare vacant the office of a director who is incapacitated. Any director may resign who has submitted a written notice to the Board stating the effective date of his resignation, and acceptance of the resignation shall not be necessary to make the resignation effective.

Section 4. Vacancies. Vacancies on the Board of Directors shall be promptly filled by a majority vote of the division members responsible for electing or appointing the Director. A person elected by the division to fill a vacancy shall serve until the expiration of the term of the vacant Director. If the member at large Director position becomes vacant, it shall be filled by a majority vote of members.

Section 5. Compensation. Members of the Board of Directors shall serve without compensation. A director may serve in a capacity other than that of director and receive reasonable compensation for the services rendered in that other capacity.

Section 6. Annual Meeting. The annual meeting of the Board of Directors shall be held within 30 days following the annual meeting of the Club.

Section 7. Meetings. Regular meetings shall be held as may be established by the Board as they may determine from time to time. After the establishment of the time and place for such regular meetings, no further notice thereof need be given. Special meetings of the Board may be called by the President, or upon request delivered to the President or Secretary by any two directors.

Section 8. Place of Meeting. Meetings of the Board of Directors shall be held at a convenient location in Anchorage, Alaska as selected by the Board of Directors.

Section 9. Notice of Meetings. Meeting times and places will be determined at the conclusion of each prior meeting. Changes in the meeting time and place can be made with concurrence of the directors upon reasonable notice.

Section 10. Quorum. At any meeting of the Board of Directors a simple majority of the directors in office shall be necessary to constitute a quorum for the transaction of business. Once a meeting of the Board of Directors is commenced with a quorum present, the acts of the majority of directors in attendance thereafter shall be the acts of the Board of Directors, unless a greater vote is required by the Declaration, Articles of Incorporation, or Bylaws.

Section 11. Action of Directors Without a Meeting. If all of the directors separately or collectively consent to any action taken or to be taken by the Board of Directors, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors. Such action shall be recorded in the minutes of the next regularly scheduled meeting.

Section 12. Authority and Responsibility. The business, property, and affairs of the Club shall be governed, managed and controlled by the Board of Directors and, subject to the restrictions of the Declaration, the Bylaws, the Articles of Incorporation, and the laws of the State of Alaska, the Board of Directors may exercise all of the powers of the corporation with respect thereto.

ARTICLE V  DUTIES OF OFFICERS, AGENTS AND EMPLOYEES

Section 1. Number, Titles and Terms of Office. The officers of the Club shall serve at the pleasure of the Board, and shall consist of a President, Vice-President, Secretary and Treasurer. Other officers, assistant officers, agents and employees that the Board of Directors may from time to time deem necessary may be elected or selected by the Board or be appointed in the manner prescribed by the Board of Directors. Such o fficers shall hold office until their successors are elected unless they are sooner removed from office as provided herein. Two or more offices may be held by the same person except that one person may not hold simultaneously the offices of President and Vice-President or President and Secretary.

Section 2. Salaries. Officers of the Club shall serve without any compensation.

Section 3. Removal of Officers and Agents. An officer or agent of the Club may be removed by the Board of Directors whenever in their judgment the best interest of the Club shall be served thereby. Such removal shall be without prejudice to the contract rights of any person so removed. Election or appointment of an officer or agent shall not of itself establish contract rights.

Section 4. Powers and Duties of the President. The President, subject to the control of the Board of Directors, shall have general supervision of the business of the Club with such powers as may be reasonably incident and necessary to carry out such responsibilities and as conferred herein and by the Board of Directors. The President shall preside at all meetings of the Club and Directors and discharge the duties of the presiding officer. The President shall present at each annual meeting of the Club a report of the business of the Club for the preceding year and shall perform whatever other duties the Board of Directors may from time to time prescribe.

Section 5. Vice-President. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President shall also perform whatever other duties herein are designated and have whatever other powers the Board of Directors and the President may from time to time delegate and assign to him or her.

Section 6. Treasurer. The Treasurer shall have the responsibility for the funds of the Club, subject to the control of the Board of Directors. The Treasurer shall be responsible for keeping full and accurate account of receipts and disbursements and shall deposit all Club monies and other valuable effects in the name and to the credit of the Club in a depository or depositories designated by the Board of Directors, and may endorse, for the Club, all notes and checks. Subject to the directions of the Board of Directors, the Treasurer shall disburse the funds of the Club, and shall render to the President or the Board of Directors, whenever they may require it, an account of the transactions and of the financial condition of the Club.

Section 7. Secretary. The Secretary shall keep or cause to be kept a true and complete record of the proceedings of all meetings of the Club and Directors. The Secretary shall keep the corporate seal of the Association and when directed by the Board of Directors or the President, shall affix it to any instrument requiring it. The Secretary shall give, or cause to be given, notice of all meetings of the directors as required herein, and shall perform whatever additional duties the Board of Directors and the President may from time to time prescribe. The Secretary may sign with the President, in the name of the Club, all contracts of the corporation and affix the seal of the corporation thereto. The Secretary shall have charge of such records, books and papers of the Club as the Board of Directors may direct, all of which records shall at all reasonable time be opened to the inspection by any director upon the application therefor at the office of the Club or Managing Agent during business hours. The Secretary shall perform all duties incident to the office of the Secretary subject to control of the Board of Directors and the President.

Section 8. Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or director.

ARTICLE VI  INDEMNIFICATION OF OFFICERS AND DIRECTORS

Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Club or is or was serving at the request of the Club as a director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by this Club to the full extent permitted under the Alaska Non-Profit Corporation Act and amendments thereto, except for intentional torts or other willful acts. Any determination required by said Act to be made as to the propriety of any indemnification shall, whenever appropriate and permitted by the Act, be made by a vote of a quorum consisting of disinterested directors, or by any other person which such directors may by law appoint. Any indemnification under this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested directors, provisions of law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

The Club shall have power to the extent permitted by the Alaska Non-Profit Corporation Act to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Club, or is or was serving at the request of the Club as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Club would have the power to indemnify him against such liability under the provisions of this Article.

ARTICLE VII  SPECIAL CORPORATE ACTS

Section 1. Contracts, Deeds, Documents and Instruments. Contracts, deeds, bonds, documents and instruments shall be executed by the President, or in his absence, the Vice-President, under seal of the corporation affixed and attested to by the Secretary unless the Board of Directors in a particular situation designates another procedure for the execution of said documents.

Section 2. Signing of Checks and Notes. Checks, notes, and drafts and demands for money shall be signed by the officer or officers from time to time designated by the Board of Directors.

ARTICLE VIII – AMENDMENTS

These Bylaws may be amended by a simple majority vote of the members present at the annual meeting.

ARTICLE IX – DECLARATION

All provisions concerning the rights, obligations, organization and conduct of the Club contained in the Declaration are hereby expressly adopted in these Bylaws and if any conflict exists between any provision in the Declaration and these Bylaws, the provisions in the Declaration shall prevail.