By-Laws

BYLAWS OF
OCALA CYCLING CLUB, INC.

ARTICLE ONE – ORGANIZATION

1) The name of this organization shall be OCALA CYCLING CLUB, INC.

2) The organization shall have a seal which shall be in the following form:

3) The organization may at its pleasure by a vote of membership body change its name.

ARTICLE TWO – PURPOSE

The following are the purpose(s) for which this organization has been organized:

This corporation has been organized for the purpose of: To promote the use of bicycles in a safe manner; to promote public awareness of bicyclists rights and responsibilities; to promote a state wide bicycle system; to provide instruction as to the care and use of bicyclers and to provide a forum for those with an interest in bicycles to socialize and any such matters not inconsistent with the “not for profit” status of this corporation which are in furtherance of the ideals and concepts as herein set forth in accordance with the prerequisites of Florida Statutes, Chapter 617, relating to corporations “not for profit”.

ARTICLE THREE- MEMBERSHIP

Membership in this organization shall be open to all who meet membership requirements of participation in the corporate activities as may from time to time be established.

ARTICLE FOUR- MEETINGS

The annual membership meetings of this organization shall be held in November of each and every year, except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day, but it shall not be more than two (2) weeks from the date fixed by these Bylaws. The Secretary shall cause to be mailed to every member in good standing at his/her address as it appears in the membership role book of this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held as needed.

The presence of not less than two (2) members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these Bylaws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the president when he/she deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership role book at least ten (10), but not more than thirty (30) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

At the request of two (2) members of the Board of Directors or two (2) members of the organization, the President shall cause a special meeting to be called, but such request must be made in writing at least ten (10) days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE FIVE – VOTING

At all meetings, except for the election of officers and directors all votes shall be viva voice, except for elections of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairman of such meeting shall immediately, prior to commencement of balloting, appoint a committee of three (3) who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE SIX – ORDER OF BUSINESS

1 – Roll call.

2 – Reading of the minutes of the preceding meeting.

3 – Reports of Committees.

4 – Reports of Officers.

5 – Old and unfinished business.

6 – New business.

7 – Good and welfare.

8 – Adjournments.

ARTICLE SEVEN- BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of three (3) members together with the officers of this organization. At least one (1) of the directors elected shall be a resident of the State of Florida and a citizen of the United States.

The Directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of three (3) years.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

Two (2) of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on during November of each year.

Each director shall have one (1) vote and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the said Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

The President of the organization by virtue of his office shall be Chairman of the Board of Directors. The Board of Directors shall select from one of their number a secretary.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may, in its discretion, consider necessary for the best interests of the organization, for this hearing.

ARTICLE EIGHT – OFFICERS

The officers of the organization shall be as follows: PRESIDENT, VICE-PRESIDENT, SECRETARY and TREASURER.

The President shall preside at all membership meetings.

He shall, by virtue of his office, be Chairman of the Board of Directors.

He shall present at each annual meeting of the organization an annual report of the work of the organization.

He shall appoint all committees, temporary or permanent.

He shall see that all books, reports and certificates as required by law are properly kept or filed.

He shall be one of the officers who may sign the checks or drafts of the organization.

The Vice-President shall, in the event of the absence or inability of the President to exercise his office become acting President of the organization with all the rights, privileges and powers as if he had been the duly elected President.

The Secretary shall:

A) Keep the minutes and records of the organization in appropriate books:

B) File any certificate required by any Statute, Federal or State;

C) Give and serve all notices to members of this organization;

D) The Secretary may be one of the officers required to sign the checks and drafts of the organization;

E) Present to the membership at any meetings any communication addressed to him as Secretary of the organization;

F) Submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization;

G) Attend all correspondence of the corporation and shall exercise all duties incident to the office of the Secretary.

The Treasurer shall:

A) Have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He shall cause to be deposited in a regular business bank or trust company a sum, as needed, and the balance of the funds of the organization shall be deposited in a savings banks, except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a savings bank in the State of Florida;

B) The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No special funds may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it;

C) Render, at stated period as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting;

D) Exercise all duties incident to the office of the Treasurer;

All officers shall, by virtue of their office, be members of the Board of Directors.

No officer shall, for reason of his office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director
or officer.

ARTICLE NINE – SALARIES/NON-PROFIT

This corporation will not have or issues shares of stock. No dividends will be paid and no part of the income of the corporation will be distributed to its members, directors or officers.

However, the Board of Directors may hire and fix the compensation of any and all employees which they, in their discretion, may determine to be necessary in the conduct of the business of the organization.

ARTICLE TEN – COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one (1) year or less if sooner terminated by the action of the Board of Directors.

There shall be no permanent committees.

ARTICLE ELEVEN – DUES

The dues of this organization shall be determined by vote of the Board of Directors and shall be payable on the 1st day of November each year.

ARTICLE TWELVE – AMENDMENTS

These Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than three (3) members of the Board of Directors.

There being no further business, the meeting was adjourned on Motion.

APPROVED on this 14th day of November, 2014

RUSTY DOSH, President

ROBERT HIGGINS, Secretary

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