1.01 The Name of this organization is the Middlebury Bike Club.

2.01 One of the primary purposes of the club is to educate its members and the general public about:

2.02 Recreational. Provide a recreational activities to all people be it young or old, Mountain or Road. The Club will hold weekly rides for both disiplines which will be open to every one. Young adolecents in particular need athletic activities to occupy thier time. The club will provide a group atmosphere promoting comraderi.

2.03 Mountain Bike Trail Issues. The club will stay abreast of the latest trail construction techniques and participate in national programs that demonstrate the proper construction and maintenance methods effectively used in many other parts of the country.

3.01 Membership shall be classified as Family, Individual or Organizational. Qualifications of members and manner and form of admission of new members shall be provided for in Article II of the Bylawsherinafter adopted.

4.01 The Board of direcotors othe organization shall consist of the following offices:

President. Name and address of President

Vice President. Name and Address of Vice President

SecretaryName and Address of Secretary

TreasurerJim Arnold, 647 Andrus Pitch Rd.,Cornwall Vermont 05753 (802) 462 2000 jcarnold@bikeclub.org

Jim Arnold, 647 Andrus Pitch Rd., Cornwall Vermont 05753 (802) 462 2000 jcarnold@bikeclub.org

6.01 Meetings of the BoardMeetings of the Board shall be held as provided in the bylaws.

6.02 General Meetings General Membership Meetings shall be held quarterly at such hour as the President shall designate. Notice of the time and place of such meeting shall be given in writing to all members either by letter or newsletter.

6.03 Annual Meeting. An Annual Meeting will be held in March

7.02 President. The president shall preside at all meetings of the members and the board of Directors. The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation, and shall have such powers usually vested in the chief executive officer of a corporation. The president shall sign all corporate documents and agreements on behalf of the corporation, unless the president or the board instructs that the signing be done with or by some other officer, agent or employee. The president shall see that all actions taken by the board are executed and shall perform all other duties incident to the office.

7.03 Vice Presidents. The vice presidents, if any, shall have the power to perform duties that may be assigned by the president or the board. If the president is absent or unable to perform his or her duties, the vice president shall perform the duties of the president, until the board directs otherwise. The vice president shall perform all duties incident to the office.

7.04 Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) keep full and accurate accounts of receipts and disbursements in books of the corporation; (c) deposit all moneys and other valuable effects in the name and to the credit of the corporation depositories as may be designated by the board of directors; (d) complete all required corporate filings; and (e) perform all duties incident to the office and other duties assigned by the president or the board. The treasurer shall render to the president and directors, whenever they may require it, an account of his or her transactions as treasurer and of the financial condition of the corporation. The board of directors may require that the treasurer be bonded.

7.05 Secretary. The secretary shall attend all meetings of the board of directors and of the members and shall record all votes and minutes of all proceedings in a book to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors and shall keep a register of the names and address of each member, officer and director. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board, affix the seal to any instrument requiring it. When so affixed, the signature of the secretary, treasurer, or an assistant secretary shall attest to the seal.

8.01 Notices. All notices of meeting required to be given to members, directors or any committee of directors may be given in person, by mail, telephone, or email to any member, director or committee member at the addressee’s last address,phone number or email as it appears on the books of the corporation. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched.

8.02 Waiver of Notice. Notice of the time, place and purpose of any meeting of members, directors or committee of directors may be waived by person, telephone, email or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Vermont. Attendance of a person at any meeting of members, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows:

(a) In the case of a member, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the member objects to considering the matter when it is presented.

(b) In the case of a director, unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

8.03 Action by Directors Without a Meeting. Any action required or permitted at any meeting of directors or committee of directors may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote thereon consent thereto in writing, before or after the action is taken.

9.01 Contracts and Conveyances. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the president or vice president, and the secretary or treasurer may execute the same on behalf of the corporation and may affix the corporate seal thereto.

9.02 Orders for Payment of Money. All checks, drafts, or orders for the payment of money, notes, bonds or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, or such other person or persons as shall from time to time be determined by resolution of the board of directors.

9.03 Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for general purposes or for any special purpose of the corporation.

10.01 Certificates of Membership. The board of directors may provide for the issuance of certificates evidencing memberships in the corporation, which shall be in such form as may be determined by the board. Such certificates shall be signed by the president, a vice president or by the secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the board of directors may determine.

10.02 Issuance of Certificates. If the board of directors has provided for the issuance of certificates of membership, the secretary shall issue and deliver a certificate when a member has been elected to membership and has paid any initiation fee and dues that may be required.

11.01 Nonderivative Actions. Subject to all of the other provisions of this article, the corporation shall indemnify 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. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a director or officer of the corporation, or who was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of no contest or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

11.02 Derivative Actions. Subject to all of the provisions of this article, the corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the corporation or (b) the person was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

11.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 11.01 or 11.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

11.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 11.03 of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.

11.05 Determination That Indemnification Is Proper. Any indemnification under section 11.01 or 11.02 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 11.01 or 11.02, whichever is applicable. Such determination shall be made in any of the following ways:

11.06 Proportionate Indemnity. If a person is entitled to indemnification under sections 11.01 or 11.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

11.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 11.01 or 11.02 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

11.08 Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

11.09 Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

11.10 Former Directors and Officers. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

11.11 Insurance. The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation or (b) was or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Vermont.

11.12 Changes in Vermont Law. If there are any changes in the Vermont statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.

12.01 Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation’s business and affairs, minutes of the proceedings of its members, board and committees, if any, and such stock ledgers and lists of members, as the board of directors shall deem advisable, and as shall be required by the laws of the State of Vermont and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Vermont in a place which the board shall determine.

12.02 Reliance on Books and Records. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(a) One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence.

(c) A committee of the board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

13.01 Annual Dues. The board of directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

13.02. Payment of Dues. Dues shall be payable on the date of application for membership to the corporation and thereafter on the anniversary of such date.

13.03. Default and Termination of Membership. When any member defaults in the payment of dues for ninety (90) days from the beginning of the fiscal year or period for which such dues became payable, the membership may thereupon be terminated by the board of directors in the manner provided in Article II of these bylaws.

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

The corporation may have a seal in such form as the board of directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, or otherwise reproduced.

Distribution of Assets upon Dissolution. Upon the dissolution of the corporation, all assets remaining after paying or making provision for payment of all the liabilities of the corporation, shall be distributed exclusively to any corporation or corporations as the board of directors shall determine, provided that such corporation or corporations are operated exclusively as an exempt organization or organizations under section 501(C)(3) of the Internal Revenue Code of 1986. Any assets not so disposed of shall be disposed of by the Circuit Court, or its equivalent, of the county in which the corporation has its principal office at the time of dissolution, exclusively for such purposes or to such organization or organizations, as the Court shall determine, that are organized and operated exclusively for such purposes.

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.