BYLAWS OF NEW YORK CITY ADVENTURE CYCLING CLUB LTD.

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of New York and the Articles of Incorporation of the New York City Adventure Cycling Club LTD. In the event of a conflict between these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of New York, the Act shall prevail. If a conflict arises between these Bylaws and the Articles of Incorporation, these Bylaws shall govern.

ARTICLE 1 - NAME

The legal name of the Non-Profit Club shall be known as New York City Adventure Cycling Club LTD., and shall herein be referred to as the "Club"

ARTICLE 2 - PURPOSE

The general purposes for which this Club has been established are as follows:

The purpose for which the Non-Profit Club is formed is set forth in the attached Articles of Incorporation.

The Club shall comply with all IRS regulations for 501(c)(7) organizations, ensuring no substantial part of its activities involves political campaigning or legislative influence.

The Club is established under Section 501(c)(7) of the Internal Revenue Code for the mutual benefit of its members through recreational adventure cycling, bicycle touring, bikepacking, education, and related activities such as camping and social gatherings.

In addition, the Club has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Club shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.

The Club shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of New York and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of Club. At no time and in no event shall the Club participate in any activities which have not been permitted to be carried out by Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the "Code"), such as certain political and legislative activities.

Article 3 - Board of Directors

3.01 General Powers and Responsibilities

The Club shall be governed by a Board of Directors (the "Board"). The Board shall establish policies and directives governing business and programs of the Club and shall delegate to the President and Club Officers, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

3.02 Number and Qualifications

The Board shall have no fewer than three (3) Board members. The number of Board members may be increased beyond three members by the affirmative vote of a two-thirds majority of the then-serving Board of Directors. A Board member need not be a resident of the State of New York.

3.03 Board Elections

Board members shall be elected by a simple majority vote of those present at a Board meeting with a quorum.

3.04 Term of Board

All appointments to the Board shall be for a term of one (1) year.

3.05 Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

a) The death, resignation, or removal of any director;

b) A declared of unsound mind by a final order of court, convicted of a felony, or otherwise deemed unfit by a court judgment.

3.06 Resignation

Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board or Secretary of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof.

3.07 Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a simple majority of then-serving Board members.

3.08 Meetings

3.08 (a) Annual Meetings

The Board's annual meeting may be held at such time and place as shall be determined by the Board. Meetings may occur in person or via a secure digital platform approved by the Board.

3.08 (b) Special Meetings

Any Board member may call a special meeting of the Board with fourteen days written notice provided to each member of the Board. Meetings may take place in person or digitally via an agreed upon method by the majority of the Board.

3.09 Minutes

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered or emailed within ten business days after the close of each Board meeting.

3.10 Quorum

Two Board members shall constitute a quorum. If the Board has an even number of members, the Chair’s vote shall serve as a tiebreaker. However, a Board member shall be considered present at any meeting of the Board if during the meeting they are present via telephone or web conferencing with the other Board members participating in the meeting.

3.11 Voting

Each Board member shall only have one vote.

3.12 Proxy

Members of the Board shall not be allowed to vote by written proxy.

3.13 Board Member Attendance

The Board may deem a Board member who has missed three consecutive meetings, to have resigned from the Board.

ARTICLE 4 - MEMBERSHIP

4.01 Eligibility

Membership is open to all individuals aged 18 or older without regard to race, creed, national origin, gender, sexual orientation, physical ability, or religion.

4.02 Participation

Verification of membership is required at all Club activities. A signed liability waiver is required for a member to join any Club riding activity.

4.03 Application for Membership

An applicant must submit a completed application authorized by the Board of Directors, provide the appropriate membership fee, and agree to a statement releasing the Club, its Officers, Members, and agents from liability in the event of accident or injury in connection with Club activities.

4.04 Dues

The Club shall consist of Members who pay membership dues at rates and terms set by the Board of Directors. Dues are nonrefundable.

4.05 Removal of Membership Status

The Board may revoke or deny membership for cause, including violation of bylaws, policies or disruptive behavior. Members shall have the opportunity to present a written defense before a two-thirds Board vote is taken.

A member may forfeit their own membership status at their sole discretion. Upon notice provided to any member of the Board, a forfeited membership will be in effect immediately. The Board will provide a written acknowledgement within five business days after notice is given.

4.06 Membership Meeting

Membership meetings shall take place in a manner and at a time and place determined by the Board of Directors as communicated in advance to Members. Meetings will be conducted as determined by the Board.

4.07 Membership Voting

Any issue that the Board determines requires a vote of the general Membership shall be presented to the Membership at the meeting.

All Members are eligible to vote, and each Member shall have one vote on any issue put to a vote by the Board. All issues shall be decided by a simple majority vote from among all votes cast (including written ballots, if any). Abstentions shall not be considered cast votes. In the event of a tie on an issue the Board members, collectively, shall cast the deciding vote.

Any issue put to vote by anyone other than the Board will have no effect on the Club, including, but not limited to, Board members, Organizers, By-Laws or Policies.

Any issues brought to a vote of the membership at a membership meeting will be decided by a show of hands vote.

4.08 Reconsideration of Votes

All votes shall be considered final, and the issue that was voted upon may not be reconsidered for at least six months.

ARTICLE 5 - OFFICERS

5.01 Titles of Officers

The officers of the Club shall be: President, Vice President, Secretary, Treasurer, hereinafter referred to as “Officers”.

5.02 Candidates for Office

Any Member may hold any elective office.

5.03 Term of Office

Each Officer shall be elected to a one year term to run concurrent with the calendar year. Officers are eligible for re-election. The President may serve for no more than three (3) consecutive terms.

5.04 Duties of Officers

5.04 (a) Chair of the Board

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of Club, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by Club, except when required by law that the President's signature must be provided.

5.04 (b) Vice Chair of the Board

In the absence of the Chair of the Board, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice Chair of the Board to perform all the duties of the Chair of the Board, and in doing so, he/she shall have all authority and powers of and shall be subject to all of the restrictions on the Chair of the Board.

5.04 (c) President

The President shall be the Chief Executive Officer of the Club and shall represent, or assign a Member to represent, the Club to all outside parties, shall ensure that the agenda at all membership and Board of Directors meetings is carried out, and shall ensure that other elected Officers are pursuing the duties of their respective offices.

5.04 (d) Vice President

5.04 (d) 1 Vice President of Event Planning

The Vice President of Event Planning shall plan riding events that regularly occur throughout the year; and shall have the assistance of the Organizers in generating and coordinating ride leadership among the members. They shall be responsible for coordinating non riding, social events, that regularly occur throughout the year. They shall be responsible for planning any non regular, riding or non riding events that, with the approval of the Board of Directors.

5.04 (d) 2 Vice President of Operations

The Vice President of Operations shall oversee Club logistics, including compliance with policies and regulations, and shall assist the President in fulfilling executive duties. They shall have the option of establishing and enforcing rules governing the Club Policies, with the approval of the Board of Directors.

5.04 (e) Secretary

The Secretary shall give notice of and attend Club membership meetings and Board of Directors meetings; shall keep a record of such proceedings; shall submit a summary of such proceedings to the Members; shall maintain a record of Club policies; and shall provide a copy of the current by-laws, policies, or any minutes upon request by any Member.

5.04 (f) Treasurer

The Treasurer shall keep an account of all moneys received and expended by and for the Club; shall make disbursements authorized by the Board of Directors; shall present a written report of the financial condition of the Club to the Board as of the last business day of each fiscal quarter; and shall render a complete statement of the Club’s financial condition and inventory of property as of December 31 of each year to the Board and, once approved by the Board, for communication to the Members.

5.05 Election for Office

5.05 (a) Nomination

Candidates for office must be nominated by two Members and approved by the Board. Elections for contested positions shall be conducted by simple majority at the annual meeting.

5.05 (b) Confirmation

All offices will be confirmed by the board by a two thirds majority vote. Office positions that do not pass board confirmation will be brought to a vote in front of the Club’s members in a special election. The time and place of the special election will be determined by the board and members will be notified in writing at least fourteen days in advance.

Article 6 - ORGANIZERS

6.01 Organizers

Organizers are Members of the Club who have been designated by Club leadership. All individuals designated as Organizers may host official social gatherings and riding trips.

Article 7 - MISCELLANEOUS

7.01 Fiscal Year

The fiscal year of the Club shall be from January 1 through December 31.

7.02 Governance

The By-laws shall be subject to and subordinate to any and all applicable statutes, laws, ordinances, rules and regulations.

7.03 Liabilities

No such Member, Leader, Officer, Organizer or Director of the Club shall be liable for the acts of any other Member, Leader, Officer, Organizer or Director of the Club.

7.04 Dissolution and Liquidation

Upon dissolution, remaining funds shall be distributed to organizations supporting cycling or other exempt purposes under Section 501(c)(7).

7.05 No Compensation

Directors, Officers and Organizer shall receive no compensation from the Club in connection with their serving as a Director, Officer or Organizer. They shall be eligible for reimbursement for legitimate and approved Club related expenses incurred in performance of their duties.

7.06 Amendments

These Bylaws may be adopted, amended, or repealed by a two-thirds majority of the Board members. Such action is authorized only at a duly called and held meeting of the Board for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore.

7.08 Severability

If any provision of these Bylaws is deemed invalid, the remaining provisions shall remain in full force to the extent practicable.

7.09 Indemnity

To the fullest extent permitted by law, the Club shall indemnify its "agents," as described by law, including its Directors, Officers, Organizers and Members, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any action by or in the right of Club, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

7.10 Insurance

Club shall have the power to purchase and maintain insurance on behalf of any agent of Club, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.

7.11 Conflict of Interest Policy

7.11 (a) Definition and Disclosure

A conflict of interest exists when a Board member's personal or financial interests could impair their ability to act in the Club's best interest. Board members must disclose any actual or potential conflicts to the Board in writing as soon as they arise.

7.11 (b) Procedures

The Board, excluding the conflicted member, will determine if a conflict exists and decide appropriate actions. Conflicted members must recuse themselves from discussions and votes on the matter. Any transaction involving a conflict must be approved by a majority of disinterested Board members.

7.11 (c) Documentation

All disclosures, decisions, and actions taken to address conflicts shall be recorded in the Board’s meeting minutes.

7.11 (d) Violations

Failure to disclose conflicts may result in disciplinary action, including removal from the Board.