By-Laws of Louisville Wheelmen, Inc.

The name of the corporation shall be the Louisville Wheelmen, Inc., doing business as the Louisville Bicycle Club, hereinafter referred to as the “Club.”

Since its founding in 1897, the purpose of the Club has been to promote recreation, health and mobility through cycling and cycling-related activities.

We further these purposes by maintaining active programs in the areas of touring, racing and commuting; by supporting national organizations of like purposes such as the League of American Bicyclists (LAB) and the United States Cycling Federation (USCF); and by educating our membership and the general public on the benefits of cycling. Maintaining a diversity of programs is a source of our strength: tourists, racers, commuters and casual riders together form one Club; and the assets of the Club, unless designated by the donor for the support of a particular activity, will be used to support the total activities of the Club.

Consistent with our commitment to safety, helmets approved by recognized safety standards organizations must be worn on all Club or Club-sanctioned rides.

The Club shall maintain a non-discriminatory admissions policy with membership available to all without regard to race, color, national origin, religion, gender, age, sexual orientation or disability.

Regular Memberships shall be individual: age 19 and above; youth: ages 13-18, with the approval of parent or legal guardian; family: a family or household unit, including dependent children; special lifetime: as designated by the Executive Committee, based upon exemplary service to the Club; and honorary: as designated by the Executive Committee, for public figures for actions promoting the interests of cycling. Limited memberships shall be individual and youth.

The benefits of regular membership shall include receipt of the Club Newsletter; the right to vote on all issues subject to membership approval as provided for herein; and to participate in all Club programs and activities. Limited membership carries with it the right to participate in a specified activity or Club event, as determined by the Executive Committee.

Regular members, except special lifetime and honorary, shall pay dues in an amount determined by the Executive Committee. Regular member dues shall be payable annually on the membership anniversary date. Limited members shall pay dues and assessments as determined by the Executive Committee from time to time.

Membership shall be suspended for failure to renew if annual dues have not been received within 90 days of the membership anniversary date, but promptly reinstated retroactively to the membership anniversary date upon payment of any delinquency. Membership may be terminated at any time for good cause as determined by a 2/3 vote of censure by the Executive Committee. Written notice of termination of membership shall be forwarded by the Secretary to the former member by certified mail within 10 days of the action of the Executive Committee. Within 10 days of receipt of such notice any member whose membership has been terminated shall advise the Secretary by return certified mail of his/her protest of the termination and the Secretary shall place on the agenda of the next general membership meeting to be held at least 15 days from the filing of the protest, the issue of restoration of membership. Membership shall be restored upon majority vote of the membership at the meeting, provided that a quorum is present.

Membership meetings shall be held on the odd months of the year at a time and location determined by the Executive Committee. Meetings shall be announced in the Newsletter and other Club communications.

A quorum shall consist of twenty-five (25) dues paying regular members.

The membership meeting for the month of November shall be the Annual Meeting, the purpose of which shall be the Election of Officers, the filing by the President of the Report of Club Activities, the filing by the Treasurer of a financial report and the Presentation of Awards by responsible officers. Notice of the Annual Meeting shall be published in the Newsletter at least fifteen (15) days prior to the meeting.

The Club Officers shall be the President, Vice President - Touring, Vice President - Racing, Vice President - Communications, Vice President - Advocacy, Vice President - Education, Secretary and Treasurer. They must be Club members in good standing and elected by a majority of members at the Annual Meeting. The Officers shall be the Directors of the corporation. The term of all Officers shall be for one year beginning on the day following the Annual Meeting at which they are elected and ending upon adjournment of the next Annual Meeting at which successors are elected.

1. The President shall be the Club’s chief executive who shall be responsible for the overall direction of the Club’s activities, for maintaining the quality of all programs and for ensuring that the membership’s aspirations for the Club are attained. Among the President’s specific duties shall be to preside at all Club and Executive Committee meetings; appoint the chair of the Nominating Committee; and select the recipients of any awards as approved by the Executive Committee.

2. The Vice President - Touring will direct the Club’s touring program and have principle responsibility for the quality, variety and safety of the Club’s tours. Among his/her specific duties shall include recruitment, orientation and training of ride captains; publication of a ride schedule to the membership and the general public; appointment of a Club Statistician; and scheduling and presiding at meetings of the Touring Committee.

3. The Vice President - Racing will direct the Club’s racing program and have principal responsibility for the development of the racing team. Among his/her specific duties shall include recruitment of team members and making provision for their training, support and coaching; securing and maintaining team sponsorships; organizing race promotions, including time trials; and ensuring that the Club’s racing program meets the standards of appropriate national cycling organizations.

4. The Vice President - Communications will edit and publish the Club Newsletter and ensure that members are fully informed of the Club’s activities; oversee the publication and distribution of membership applications, notices of special events and other Club activities. He/she shall also ensure that information of the Club’s activities is periodically exchanged with other cycling organizations.

5. The Vice President - Advocacy will direct the Club’s efforts to influence governmental bodies in their actions as they affect the rights of cyclists. Among his/her specific duties shall include monitoring legislation and enactments of state and local governments; establishing programs for effective relations with state, county and local governments and their agencies, including the appointment of officials to represent the Club on or before planning bodies; serving as the Club’s advocacy liaison with LAB; and scheduling and presiding at meetings of the Advocacy Committee.

6. The Vice President - Education will direct the Club’s education and public service programs. Among his/her specific duties shall include delivering effective bicycling and bicycling safety programs to the membership and to the general public. In addition he/she shall establish programs to foster positive relations between the Club and area schools, public and non-profit agencies and organizations, employers and others to promote the interests of the Club and bicycling.

7. The Secretary shall keep a full and complete record of the proceedings of all meetings of the Club, the Executive Committee and shall preserve all documents, correspondence, reports and communications of the Club. Among his/her specific duties shall include maintaining the official membership roster, summarizing meeting minutes for publication in the Newsletter; giving all notices required by law or these By-Laws; and maintaining these By-Laws and any amendments thereto.

8. The Treasurer shall be the chief financial officer of the Club and shall be responsible for the security of the Club’s funds and other assets. Among his/her specific duties shall include receiving, depositing, accounting for and disbursing all Club funds, or authorizing others to do so, as provided for by these By-Laws and the Executive Committee; maintaining all financial records; making all legally-required filings; notifying the membership when dues payments are due and collection of same; presenting a brief financial report at each Executive Committee meeting; and filing with the Executive Committee a written Annual Financial Report for each fiscal year outlining the financial condition of the Club and summarizing the previous year’s transactions and events, said Annual Financial Report to be published in the Newsletter.

Any officer may be removed by a 2/3 vote of the membership at any membership meeting at which a quorum is present. The unexcused absence of any officer from three (3) consecutive Executive Committee meetings shall be deemed a resignation. Any office vacated during the year shall be filled by appointment as determined by a majority of the Executive Committee.

New offices may be created by the membership in its discretion at the Annual Meeting, provided, however, that any proposal to create a new office shall be in writing and filed with the Secretary at least 30 days before the Annual Meeting so that appropriate notice may be published in the Newsletter.

The Executive Committee shall consist of all current officers, the immediate past Club President and, for the period ending December 31 following expiration of their terms, all other immediate past officers. It shall be the governing body of the Club and shall make operational and policy decisions for the Club and act by majority vote, except as otherwise provided herein. The Executive Committee shall insure that the legal affairs of the Club are attended to and that it is adequately protected by liability insurance. The Executive Committee shall not make expenditures or commit the Club’s assets for any capital investment or project exceeding $2000 without the approval of the membership at a membership meeting properly constituted under Article III.

The Executive Committee shall prepare an Annual Report for presentation by the President at the Annual Meeting of the highlights of Club’s activities for the year, including Club membership and trends. It shall also report on its activities throughout the year in the Newsletter and at regular membership meetings.

The Executive Committee shall meet at least monthly at such time and place as it determines and at such other times as the President may from time-to-time advise. In the absence of the President an officer designated by the President shall preside.

The Executive Committee must approve any Committees or Project Groups recommended by any officer and concur in the appointment of Chairpersons of same, approve establishing separate committee or project accounts, including designation of signatory authority as required.

Upon approval by the Executive Committee, issues of general interest to the membership may be voted upon by mail. Ballots for this purpose shall be prepared by the Secretary with appropriate instructions. This provision shall not apply to the election of officers or amendment of these By-laws.

Upon approval by 2/3 of the Executive Committee a motion to dissolve the Club shall be put to a vote by the membership, a majority of whom must approve, provided however, that at least 10% of the membership must participate in the voting, provided further, that if at the time the Executive Committee approves such a motion, the membership of the Club stands at less than 100, the motion may be approved at any membership meeting at which a quorum is present. If dissolved by the membership, all Club assets shall be rendered in cash which, after settling any Club debts or obligations, shall be contributed to tax exempt cycling organizations identified and in amounts determined by the Executive Committee.

With the approval of the Executive Committee, Standing Committees and Project Groups shall be established and maintained by each cognizant officer to assist him/her in the carrying out of his/her areas of responsibility.

An Audit Committee shall be appointed by the Executive Committee, or an auditor retained, to examine annually the financial records of the Club. The Audit Committee shall assist the Treasurer in the preparation of the Annual Financial Report .

A Nominating Committee, whose Chair shall be appointed by the President and approved by the Executive Committee, who shall in turn select a minimum of four (4) members to serve on the Committee, shall identify interested candidates and prepare a slate consisting of one or more candidates for each office for presentation at the Annual Meeting. Current officers may not serve on the committee and members of the committee may not stand as candidates for office. The Chair of the Nominating Committee shall insure that the slate of candidates is published to the membership at least fifteen (15) days prior to the Annual Meeting. Notwithstanding the preparation of a slate of candidates, the presiding official at the Annual Meeting shall solicit any nominations from the floor.

These By-Laws may be amended by a majority of the membership at any membership meeting at which a quorum is present, provided that written notice of the proposed amendment is given at least fifteen (15) days prior to the meeting.

All amendments will be published in the next edition of the Newsletter.