ARTICLES OF INCORPORATION
CHESAPEAKE WHEELMEN, INC.
A Maryland Public Benefit Corporation
Rev 2.a 1/8/98
THIS IS TO CERTIFY:
_________________________, the post office address of each of whom is P. 0. Box 25845,
Baltimore, Maryland 21224, each being at least twenty-one years of age, do hereby associate ourselves as incorporators with the intention of forming a corporation under and by virtue of the general laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called "the Corporation") is CHESAPEAKE WHEELMEN, INC.
THIRD: The purposes for which the corporation is formed are as follows:
FIFTH: Membership. The membership of this Corporation shall consist from time to time of such persons as are members in good standing as shown by the records of the Corporation.
SIXTH: Directors. The number of the Directors of the Corporation shall be five. They are Keith W. Shuey, Michael P. Fitzsimmons and Guenter Baartz. The Directors shall be elected by the membership to replace Directors whose terms have expired, in such manner as may be provided by the By-Laws of the Corporation.
SEVENTH: Dues. The members of the Corporation shall be classified in such manner as the Directors may from time to time determine and shall pay such initiation fees and dues for the privilege of membership as may be established from time to time by the Directors, and the Directors shall have full authority to designate and earmark any portion of dues, assessments or initiation fees to be used exclusively for the purposes of construction, or reconstruction of capital improvements or facilities or for the addition to any capital improvement or facility, in which case any funds so earmarked shall be applied exclusively to the purposes for which they are so earmarked.
EIGHTH: General. (A) The Directors are authorized to promulgate reasonable rules for the regulation and enjoyment of the facilities of the Corporation, violation of which may be cause for expulsion of any member. (B) The Directors shall have the authority to establish criteria for membership and to limit the number of members which the Corporation may admit in order that the available facilities will be adequate to serve the membership and to the end that the club may at all times be a center of social enjoyment.
NINTH: The Corporation shall have no capital stock and membership shall be based exclusively upon payment of dues,
TENTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF we have signed these Articles of Incorporation
this ____, day of _______, 1999.
STATE OF MARYLAND CITY OF BALTIMORE: to WIT:
I HEREBY CERTIFY that on this _____ day of ________ 1999, before me, the subscriber, a Notary Public of the State and City aforesaid, personally appeared __________, ___________ and ___________, the incorporators mentioned in the foregoing Articles of Incorporation, and they acknowledged said Articles of Incorporation to be their respective act and deed.
WITNESS my hand and notarial Seal.
CHESAPEAKE WHEELMEN, INC.
The purpose of the Corporation shall be as stated in the Articles of Incorporation.
The Corporation shall have and continuously maintain in the State of Maryland a registered office and a registered agent, which agent shall be always a resident of the State of Maryland and which office will always be maintained within the State of Maryland.
The Corporation shall send a newsletter regularly to the members and publication of notice in the newsletter shall constitute written notice to the members.
The members of the Corporation shall be those persons who have completed an application, including a general release as prescribed by the Directors, and have paid the required dues.
There shall be four (4) Classes of membership.
Membership in this Corporation are not transferable or assignable.
Only members may participate in races run by the Corporatoin, other than open races sanctioned by the United States Cycling Federation.
Annual dues are due and payable on January 2 for the entire year. Membership privileges lapse after March 1 until dues are paid.
Applicants, subsequent to September 1 will be required to pay 50% of the annual current dues for the remainder of the first membership year.
Amount of dues
The amount of the annual dues shall be as set by the Directors..
MEETINGS OF THE MEMBERSHIP
The time and place of all regular meetings of the membership shall be as designated by the Board of Directors. The Secretary shall be instructed to notify, in writing, all members in good standing of the time, date and place of each meeting at least seven (7) days prior to the holding of the meeting.
A meeting of the membership shall be held in January of each year, at which officers and directors shall be chosen and installed and the annual reports given.
Fifteen-five (15) percent of the total membership entitled to vote shall constitute a quorum at any Meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting.
Officers of the Corporation.
The officers of the Corporation shall be members in good standing for period of one (1) year, and shall be at least eighteen (18) years of age, or older, and shall include a President, a Vice President, a Secretary, a Treasurer, a Race Captain and a Team Captain.
Duties of the Officers
Race Captain The
Race Captain shall oversee the formation,
maintenance and administration of all the racing
teams. The Race Captain will insure the
maintenance of all team records and manage the
fund distribution among the various teams. The
Race Captain will have the power to appoint or
designate specific team captains to help
distribute the administration efforts of the Race
Captain. The Race Captain
and the Corporation officers will be responsible
for determining the make-up of the racing teams
which will be supported by the Corporation and to
which degree the Corporation will supply
administrative or monetary support.
BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by the Board of Directors. The Board shall consist of the five (3) officers. All members of the Board shall be members in good standing in the Corporation. Any member of the Board who ceases to be a member in good standing in the Corporation, shall cease to be a member standing of the Board.
When a vacancy occurs on the Board of Directors and mong the Officers, the membership shall be notified as soon as possible and the vacancy shall be filled at the first membership meeting following the giving of notice. In the meantime, the remaining Diretors shall choose a temporary replacement.
Directors shall not receive any compensation for their services, however, they may be reimbursed for reasonable and necessary expenses incurred in the conduct of the affairs of the Corporation, with the agreement of the other Directors, provided that any reimbursement over $200.00 must be by written resolution of the Board and must be disclosed to the membership at the next membership meeting.
SELECTION OF OFFICERS AND DIRECTORS
Officers and Directors shall be chosen at the annual membership meeting in January, following the giving of annual reports. Where there is more than one qualified candidate, the Officer/Director shall be elected by the majority vote of the members present.
Each elected officer shall hold office from the January meeting at which he or she was elected until the following January meeting. Any elected officers may be removed from office by a 3/4 vote of the members present at any membership meeting at which there is a quorum.
The Race Committee with the proper approval of the Board of Directors shall from time to time determine club racing events, types of competition, and times and locations of events. Consideration shall be given to club and "open" road and track races, handicap races, time trials, club -championship road and track races, club speed and distance records, and such other events as set forth in the General Rules of the United States Cycling Federation. All club racing events, programs and rules and regulations shall be distributed in writing to members in good standing from time to time. Classification of racers and points scoring systems shall adhere to the General Rules of the United States Cycling Federation.
Rider classification, appearance and conduct in races shall be in accord with the General Rules of the United States Cycling Federation.
Road and Track bicycles and equipment shall be as outlined in the General Rules of the United States Cycling Federation.
Members in good standing in the Corporation, as determined by the Board of Directors, shall be qualified to compete in "club only" training or racing events. Qualification of competitors in open races shall be determine by the general rules outlined by the United States Cycling Federation.
Order of Business
The Order of Business at all Regular and the Annual Meeting of the Corporation shall be as follows:
AMENDMENT TO THE BY-LAWS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a vote of two-thirds (2/3) of the members of the Corporation, provided that at least thirty (30) days notice be given of the intention to alter, amend or repeal, or to adopt new By-Laws.