Agreement to Amend

As part of our application for recognition of exemption from federal income tax, we agree to make the following amendment to our organizing document. Since we are incorporated, the amendment will be filed with and approved by the appropriate state official.

BE IT AMENDED that Article IV – Purpose, of our Articles of Incorporation shall read: To further the Olympic movement by promoting mountain bike racing in accordance with the rules of USA Cycling, to promote education and conservation, and to advocate and assist in trail development and maintenance on public lands.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause thereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contribution to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

BE IT FURTHER AMENDED that Article X – Distribution of Assets, of our Article of Incorporation shall read: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

BIRMINGHAM URBAN MOUNTAIN PEDALERS 

Chase Draper Reagan Pennock

President Secretary

Dated this 14th day February, 2022.

BYLAWS

OF
BUMP, INC.

ARTICLE I TITLE AND PURPOSE

1. ORGANIZATION NAME. The name of this organization shall be Birmingham Urban Mountain Pedalers (BUMP), Inc. (hereinafter “Club”), a nonprofit corporation formed in the state of Alabama, on the _____ day of April 1994.

1.  PURPOSE. To promote land access, recreational mountain biking, and mountain bike racing in accordance with the Off-Road Bicycle Association (“SORBA”) and the International Mountain Bicycling Association (“IMBA”).

ARTICLE II NONPROFIT OPERATION

1. NONPROFIT OPERATION. The Club shall be operated on a nonprofit basis.

1. PROPERTY INTEREST OF MEMBERS. No member of the Club shall have any right, title, or interest to any property or assets of the Club.

1. NON-LIABILTY FOR DEBTS. No member shall be liable or responsible for any debts or liabilities of the Club.

ARTICLE III SEAL

1. SEAL. The Club shall have a corporate seal bearing the name BUMP, Inc.

ARTICLE IV OFFICES

1. PRINCIPAL OFFICES. The principal office shall be at PO Box 590061 Birmingham AL, 35259

1. OTHER OFFICES. The Club may have other offices at such other places as the Board of Directors may from time to time determine.

ARTICLE V FISCAL YEAR

1. FISCAL YEAR. The fiscal year of the Club shall be January 1 through December 31 of each year.

ARTICLE VI GOVERNMENT

1. GOVERNMENT. The government of the Club shall be vested in a Board of Directors, the directors shall after each annual meeting choose from among the Board a President, a Vice-President, a Secretary, and a Treasurer. A simple majority shall constitute a quorum for all Board meetings. The officers of the Club shall hold office until their successors are chosen and qualified in their stead.

1. QUALIFICATION. A director must be a member in good standing of the Club.

1. VACANCIES. With the approval of the Board, the President shall fill by appointment all vacancies caused by death, resignation, or disability of any director for the remainder of the director’s term.

1. ABSENCES. Should a member of the Board be absent from three (3) consecutive meetings, such member may, at the discretion of the Board, be dropped from the membership of the Board and the vacancy shall be filled with the approval of the Board by the President for the remainder of such director’s terms.

1. REMOVAL OF DIRECTORS. Any of the directors may be removed without cause by vote of 2/3 of the Members at any meeting. A director may be removed for cause by a majority of the entire Board provided he has been convicted of a felony, been declared of unsound mind by a court order, failed to accept the office of a director or has been guilty of conduct which in the opinion of the majority of the Board has been prejudicial to the interests of the Club.  REMOVAL OF DIRECTOR FOR FAILURE TO DISCHARGE DUTIES: A director may be removed from the Board for failing to discharge the duties assigned to that director’s position by these Bylaws. Removal shall begin with a written communication summarizing the details of the duties which the director has failed to discharge and stating the Board’s intent to vote to remove him. This notice shall be provided to the director from the Board in written form and be made at least five days in advance of a meeting of the Board. Following delivery of this notice of dereliction of duties, the director may be removed by a vote of the majority of the remainder of the Board.

1. REGULAR MEETINGS. The meetings of the Board of Directors shall be held at such time and place as shall from time to time be determined by the Board.

1. SPECIAL MEETINGS. A special meeting may be called by the President or any three (3) members of the Board with five (5) days’ notice to each director.

1. PLACE OF MEETING AND RECORDS. The directors may hold their meetings and keep the books of the Club at such places as the directors may from time to time determine.

1. VISITS TO BOARD MEETINGS. Members may visit and observe Board meetings during all open sessions. Members wishing to address or petition the Board shall arrange with the President to be included on the agenda at least one week prior to the date of the meeting and furnish a brief synopsis of the purpose of their visit.

1. ROBERT’S RULES OF ORDER. Robert’s Rules of order will apply if procedural disputes arise at either Board meetings or at regular or special meetings of the membership.

1. COMPENSATION OF DIRECTORS. All directors shall serve without compensation; however, the Club may reimburse expenses for regular and special meetings of the Board.

1. INDEMNIFICATION. The Club may indemnify and defend any person who is or was a director or officer of the Club, or their successors, from and against any liability and expense of any kind, including reasonable expenses and attorney fees, as a result of any alleged injury to persons and/or property or alleged loss of life arising out of or resulting in any way from any act or omission of the Club, its agents, invitees, servants, and employees, if such director or officer acted in good faith for a purpose which he reasonably believed to be in the best interests of the Club, unless however, it is determined that such director or officer willfully breached his duty to the Club.

1. ANNUAL STATEMENT. The Board shall present at each annual meeting and when called for by vote of the members at any special meeting of the members a full and clear statement of the business and condition of the club.

1. CHECKS. All checks or demands for money and notes of the Club shall be signed by such officer or officers or such other person or persons as the President may from time to time designate.

ARTICLE VII POWERS OF THE BOARD

1.  GENERAL POWERS. The Board shall have the entire charge of the property, assets, interests, business affairs and transactions of the Club, with full power and authority to manage, control, regulate and conduct the same.

1.  SPECIFIC POWERS. The Board shall have the power to fix penalties for violations of the Bylaws and the rules of the Club. The Board shall have the power to make and amend Club rules, receive, and redress complaint, and enter into all legal contracts. The Board shall have charge of the regulation and control of all income of the Club from all sources, including the power to set the number of members. The Board shall set a carefully defined policy to delegate its administrative authority to committees, agents, and employees.

1. LIMITATION OF POWER AND AUTHORITY. The Board of Directors shall not have the power or authority to sell property of the Club, borrow any money, or make any expenditures in excess of $5,000 without the approval of a majority of the voting members of the Club present and voting at a regular or special meeting called for that purpose.

1. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a Board of Directors’ meeting or a meeting of a committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the effect as a unanimous meeting vote.

ARTICLE VIII OFFICERS

1. PRESIDENT. The President shall be the chief executive officer of the Club; shall preside at all meetings of the members and directors; shall be ex-officio member of all committees; shall have general and active management of the business of the Club; and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute all documents and legal contracts as authorized by the terms of these Bylaws except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board to some other officer or agent of the Club. The President shall appoint a chairperson from within the Board for each of the Standing Committee.

1. VICE-PRESIDENT. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board shall prescribe.

1. SECRETARY. The Secretary, or in the Secretary’s absence, a person appointed as acting secretary, shall attend all sessions of the Board and all meetings of the members and promptly prepare the minutes of all proceedings. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board and shall, in the absence of the President and Vice-President, call the meeting to order to permit the appointment of a director to preside. The Secretary shall perform such other duties as may be prescribed by the Board or President.

1. TREASURER. The Treasure is the financial officer of the Club and shall be responsible for the monies and the funds of the Club and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers. The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct amounts of the properties and business transaction of the Club and shall send or cause to be sent to the members of the Club such financial statements and reports as are by law or these Bylaws required to be sent to them.

The Treasurer shall deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Club with such depositories as may be designed by the Board. The Treasurer shall disburse or cause to be disbursed the funds of the Club as may be ordered by the Board, shall render to the President or the Board whenever requested a timely account of all transactions and of the financial condition of the Club, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE IX COMMITTEES

1. APPOINTMENT AND POWERS. The President may, subject to the ratification and approval of the Board, appoint from within or without the Board, chairpersons of such committees, other than the Standing Committees enumerated in paragraph 9.6 hereof, as are deemed necessary for the efficient conduct of the Club activities. Committees not chaired by a Board member shall have a Board member designated as the committee liaison with the Board.

The committees shall have such authority and such duties as the Board may from time to time by resolution or Bylaws confer upon them, except a committee may not adopt, amend, or repeal Bylaws, submit action to the members, or fill vacancies on the Board or committees.

1. EXECUTIVE COMMITTEE. The President, Vice-President, Secretary, and Treasurer are designated as the executive committee. This committee shall prepare an agenda for the regular Board meetings and shall have such further authority that the entire Board may delegate to it.

1. PRESIDENT EX-OFFICIO MEMBER. The President, and in his absence, the Vice-President, shall be ex-officio members of all committees.

1. MEETINGS. Meetings of committees shall be held on call of the respective chairman thereof or by the President.

1. ELIGIBILITY. Any member in good standing shall be eligible to serve upon committees.

1. DUTIES AND POWERS OF STANDING COMMITTEES ARE:

1. RIDE COMMITTEE shall provide information, maps, organization and safety leadership for all Club rides, obtain volunteers for Ride Captain positions and train Ride Captains in safety practices.

1. RACE COMMITTEE shall keep up-to-date information on upcoming races and provide such information to the members, obtain race results from any race that Club members participated in and provide such information to the Newsletter Committee and serve as Race Director or Assistant in any Club sponsored race.
2. LAND/TRAIL ACCESS COMMITTEE shall keep the Board informed on land access and trail use issues, organize volunteer labor for trail maintenance and community service projects, and organize political activities to promote land and trail access.

1. SPECIAL EVENTS COMMITTEE shall schedule social and/or special events for the members, locate places for such social events and/or special events, and provide to the Board the cost of such events.

1. MEMBERSHIP COMMITTEE shall promote Club membership, promote diversity, maintain a current Club membership list including addresses and telephone numbers, and report trends of membership gains and losses to the Board.

1.  OTHER COMMITTEES. The Board shall establish other committees as necessary. Chairmen of other committees may select members to serve on their respective committees. Such other committees shall advise and recommend to the Board on all matters pertaining to their area of activity.

1.  RULE-MAKING POWER OF COMMITTEES. Subject to approval of the Board, all committees shall have power to make rules proper and necessary to their area of activity. Such rules, after approval by the Board, shall be publicized to the membership.

ARTICLE X MEMBERSHIP

1. REQUIREMENTS FOR MEMBERSHIP. The membership shall consist of the membership at the time of the adoption of these Bylaws and such future members as may be elected as provided herein. The Board may reject the application of a former member terminated under section 14.2, or of any applicant the Board finds would be detrimental to the purpose, goals, character, or good order of the Club. 

1. MEMBERSHIP. Membership is open to any member of SORBA who wishes to be considered a member of the BUMP Chapter. All rules governing membership shall be set by action of the SORBA Board of Directors or as outlined in the SORBA By-Laws.

ARTICLE XI MEMBERSHIP MEETING

1. ANNUAL MEETING OF THE MEMBERSHIP. The annual meeting of the members shall be held in December each year at a time and place to be determined by the Board, unless a different time and place is designated in the notice of a meeting. The order of business of the meeting of the Club membership shall be:

1. Review of unfinished business from last meeting. 
2. Report of the President. 

1. Report of the Treasurer.

1. Unfinished Business.

1. New Business.

1. Nominations, elections and announcement of election results.

1. Such business as may be properly brought before the meeting.

1. Adjournment.

1. SPECIAL MEETINGS. Special meetings may be called by the President, three (3) members of the Board, or ten percent of the Club membership. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the issues stated in the notice of the meetings.

1.  NOTICE OF MEETINGS. Written notice stating the place, day, hour, and agenda of the meeting and, in the case of the special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be emailed in the monthly club newsletter. Such notice shall be delivered not less than seven (7) nor more than sixty (60) days before the date of the meeting and shall be deemed to be delivered when posted.

1.  ADJOURNED MEETINGS. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted at the original date of the meeting.

1.  QUORUM. Twenty-five percent (25%) of the membership or twenty-five (25) members, whichever shall be lesser, present in person or by proxy shall be required and shall constitute a quorum for the transaction of business.

1.  VOTING. All members in good standing shall be entitled to vote at any meeting of the membership and to hold office in the Club. There shall be only one vote per membership. All voting shall be held as follows:

1. SECRET BALLOTS. All voting of the Club shall be by secret ballot unless a motion is made and validly passed to vote in a manner other than a secret ballot. The secret ballot may be dispensed with its entirety or as to specific motions.

1. PROXY VOTING. Members shall be entitled to vote by proxy rather than in person. Members desiring to appoint a proxy must notify the Secretary in writing and must indicate the name of the person being appointed as the proxy, the effective time period of such appointment, and any other limitations of the appointment. A member shall have the right to appear in person at any such meeting where he has appointed a proxy to revoke such proxy prior to any business being transacted at such meeting.

ARTICLE XII ELECTION OF DIRECTORS

1.  NUMBER OF DIRECTORS. The number of directors shall be a minimum of seven (7). The normal term for a director shall be two (2) years and the directors shall hold staggered terms. The staggered terms and vacancies shall be that of four vacancies the first year, three vacancies in the second year to be repeated in the following years in that order. 

1.  NOMINATING COMMITTEE. The President shall, at least thirty (30) days prior to the date of each annual election, appoint a committee of three (3) members of the Club, to be known as the “Nominating Committee”, to prepare and submit a ticket comprising a list of the names and proposed term to be voted for as directors. No member of the Nominating Committee may be a candidate for election as a director. The ticket submitted by the Nominating Committee shall be known as the “Regular Ticket” and shall be announced at the November monthly meeting and shall likewise be printed in the Club newsletter during said thirty (30) days period. Any vacancy in said Nominating Committee shall be immediately filled by the President. A majority of the Nominating Committee shall have power to nominate the Regular Ticket. A nominee shall email written notice of his or her willingness to serve no later than two (2) weeks prior to the election.

1.  ADDITIONAL NOMINATIONS BY MEMBERS. Any group of ten (10) voting members in good standing may nominate an active member in good standing for an open position on the Board of Directors by so certifying in writing at least ten days prior to the annual December election meeting. Inactive members, or members not in good standing, may not be nominated. Such nominations shall be presented to the Nominating Committee for consideration. The additional nominee must be present at the December meeting and must state in writing or orally his or her willingness to serve as a Board member.

1.  ANNUAL ELECTION. The annual election of the Club shall be held in December of each year. Voting shall be by written ballot and be supervised by the Judges of Election.

1.  JUDGES OF ELECTION. The President shall appoint two (2) Judges of Election to supervise the election, one of whom shall be present the whole time the polls are open. Both Judges shall be voting members of the Club.

1.  ABSENTEE BALLOT. Any voting member who for bona fide reasons will be absent from the Birmingham area on the date of the annual election shall be permitted to vote in person not earlier than one (1) week prior to the annual election.

1.  RESULTS OF THE ELECTION. The Judges of Election shall count the votes and report to the President in writing the number of votes cast for each candidate, and the President shall declare the results at the annual membership meeting. In case two (2) or more candidates have received an equal number of votes and all cannot be elected, a ballot shall be taken immediately at said election as between such equal candidates only, and the candidate receiving the highest number of votes shall be declared elected.

ARTICLE XIII DISCIPLINARY ACTION

1.  SUSPENSION. In the event of any infraction of any Bylaws or any rule of the Club, or any conduct on the part of any member which may tend to endanger the good order, welfare or character of the Club, the Board may suspend such member from all privileges of membership for a period of not more than six (6) months: provided however, when any member is charged with any breach or infraction of the Bylaws or rules, notice in writing shall be given him and if the member protests the penalty in writing to the Club within twenty (20) days, the Board shall set a time and place and the member shall be given an opportunity to defend himself.

1.  EXPULSION. In the event of any infraction of any Bylaws or any rule of the Club or any conduct on the part of any member which may tend to endanger the good order, welfare or character of the Club, such member may be expelled by a two-thirds (2/3) vote of the Board providing ten (10) days’ notice in writing shall have been given the offending member and each member of the Board at the meeting at which such expulsion shall be considered.

1.  COMPLAINT PROCEDURES. The full cooperation of all members is essential to maintain good order to preserve the reputation of the Club. Whenever in the presence of any member, any person violates any Bylaw or rule of the Club, or is guilty of conduct which may tend to endanger the good order, welfare or character of the Club, the member is expected to quietly bring the violation to the attention of the offender so that the violation may be voluntarily corrected. Complaints regarding such violations will be considered by the Board when filed in writing with a copy having been sent to the offender.

ARTICLE XIV AMENDMENTS

15.1  AMENDMENTS. These Bylaws, or any part thereof, may be altered, amended or repealed, or new Bylaws adopted, by vote of the members at any regular or special meeting provided that a quorum is present at such meeting. An amendment to the Bylaws shall be approved by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. A statement of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment shall be voted upon.