I

ARTICLES OF INCORPORATION

CHESAPEAKE WHEELMEN, INC.

A Maryland Public Benefit Corporation

Rev 2.a 1/8/98

THIS IS TO CERTIFY:

FIRST: That the undersigned, _____________________, _______________, and

_________________________, 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:

1. To work for the conservation and preservation of our natural resources through bicycling.
2. To assist in promoting bicycling in all of its aspects with primary focus on the sport of bicycle racing.
3. For the furthering of good sportsmanship and the enjoyment of fellowship with others of similar mind.
4. To encourage the use and recognition of the bicycle as a vehicle to promote good health, pleasure and an economical means of transportation.
5. To provide the necessary facilities to the membership for carrying out the above-stated purposes.
6. The buying and acquiring of lands and erecting of clubhouses for permanent headquarters, and the mutual improvement and social culture of its members.
7. Non-pecuniary. This club is not organized for business purposes, nor pecuniary profit, and no part of the net earnings thereof shall inure to the benefit of any member or individual, but shall inure exclusively to the benefit of the Club, strictly as a bicycling social and sporting organization, but for the purposes aforesaid, this Corporation may acquire and hold real estate and buildings adequate for its use.

FOURTH: The post office address of the principal office of the Corporation in this State is 37 Edmondson Ridge Road, Baltimore, Maryland 21228. The name and post office address of the Resident Agent of the Corporation in this State is Michael P. Fitzsimmons., whose address is 37 Edmondson Ridge Road, Baltimore, Maryland 21228. Said Resident Agent is a citizen of this State and actually resides herein.

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.

BY-LAWS

ARTICLE I

Section 1.

Purposes

The purpose of the Corporation shall be as stated in the Articles of Incorporation.

The Corporation in addition to its Constitution and By-Laws incorporates into itself the Constitution and By-Laws of the United States Cycling Federation.
The Corporation shall maintain an affiliation with the United States Cycling Federation. Races shall be condcted in accordance with the rules of the United States Cycling Federation.
The colors of the-Corporation shall be either the combination of Orange, Black and White (the original club colors) or Orange, Green and White ( a more contemporary combination adopted in the 1990’s).

Section II.

Place

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.

Section III

Newsletter

The Corporation shall send a newsletter regularly to the members and publication of notice in the newsletter shall constitute written notice to the members.

ARTICLE II

MEMBERS

Section I.

Membership

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.

Section II

Membership Classification

There shall be four (4) Classes of membership.

1. Family Membership - All members of a family, regardless of age provided the head of household is at least eighteen (18) years of age, or older. Dues shall be such as may be established from time to time by the Directors. Each member of a family shall be entitled to one vote except those members less than eight (8) years of age.
2. Adult Membership - All individual members who are eighteen (18) years of age, or older. Dues shall established from time to time by the Directors. An adult member shall be entitled to one vote.
3. Junior Membership - All individual members who are less than eighteen (18) years of age, except a Junior Member shall not be less than eight (8) years of age. Dues shall giving at a discounted rate, as determined by the Board of Directors, in an effort to attract and promote bicycling activities among youth membership. A Junior Member shall be entitled to one vote.
4. Associate - An individual who may receive annual membership without paying the normal fee. The designation of an Associate member will be at the discretion of the Officers or the Board of Directors. Associate member assignment will based on the individuals contribution to the Corporation, leadership in raising public awareness of bicycling racing, recreational bicycling or bicycle safety. Associates shall not be entitled to any of the rights or privileges the Corporation.

Section II.

Membership in this Corporation are not transferable or assignable.

Section III

Only members may participate in races run by the Corporatoin, other than open races sanctioned by the United States Cycling Federation.

ARTICLE III

DUES

Section I

Annual Dues

Annual dues are due and payable on January 2 for the entire year. Membership privileges lapse after March 1 until dues are paid.

Section II

Partial Dues

Applicants, subsequent to September 1 will be required to pay 50% of the annual current dues for the remainder of the first membership year.

Section III

Amount of dues

The amount of the annual dues shall be as set by the Directors..

ARTICLE IV

MEETINGS OF THE MEMBERSHIP

Section I.

Regular Meeting

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.

Section II.

Annual 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.

Section III

Quorum

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.

ARTICLE V

OFFICERS

Section I.

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.

Section II

Duties of the Officers

1. President - The President shall preside at all regular meetings of the membership, and shall perform the usual duties and exercise the usual powers of the presiding officer. He shall appoint, all committees, and shall be an ex-official member of all committees. The President shall have the power to cast the deciding in the event of a tie for business purposes.
2. Vice-President - The Vice-President shall have all the powers and perform all the duties in the absence of, or the resignation or removal of the President. He or she shall execute all orders and perform all tasks as the President may direct.
3. Secretary - The Secretary shall keep the records of the Corporation, conduct correspondence, issue notice of all meetings, maintain roster of members in good standing and perform such duties as may be prescribed by the Constitution and Bylaws.
4. Treasurer - The Treasurer shall keep, maintain, and be responsible for all financial receipts and expenditures of the Corporation properly approved by the Board of Directors. The Treasurer shall prepare an annual budget prior to the March regular meeting, and shall submit all financial records of the Corporation to the Financial Committee for audit subsequent to the December regular meeting and prior the January regular meeting.
5. Events Captain - The Events Captain shall oversee the development and organization of training rides, training races and public races sponsored by the Corporation. The Events Captain will insure the maintenance of all race records and that all required records and payments be supply to any applicable governing agencies such as, and limited to, state government agencies, local government agencies and the United States Cycling Federation.
6. 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.
  
  ARTICLE VI

BOARD OF DIRECTORS

Section I

General Powers and Qualifications

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.

Section II

Meetings

1. A regular annual meeting of the Board shall be held without other notice than by this By-Law, immediately after and at the same place as the annual meeting of the membership. The Board of Directors may provide by resolution, the time, date and place for the holding of additional regular meetings of the Board.

1. All three Directors are required to constitute a quorum.
2. The agreement of two Directors is required to tranact the business of the corporation.
3. Notice of any Meeting of the Board of Directors shall be given at least seven (7) days previous thereto by written notice to each Director at his address as shown by the records of the Corporation.
4. Section III

Vacancy

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.

Section IV

Compensation

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.

ARTICLE VII

SELECTION OF OFFICERS AND DIRECTORS

Section I

Elections

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.

Section II

Term of Office

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.

ARTICLE VIII

RACES

Section I

Competitive Events

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.

Section II

Rider Classification, Appearance and Conduct

Rider classification, appearance and conduct in races shall be in accord with the General Rules of the United States Cycling Federation.

Section III

Racing Equipment

Road and Track bicycles and equipment shall be as outlined in the General Rules of the United States Cycling Federation.

Section IV

Conduct of Races

1. The Start of races, riding conduct, and Race finishes shall be in accord with the General Rules of the United States Cycling Federation.
2. Starting Time of all club races shall not be delayed more than fifteen (15) minutes regardless of reason. Competitors who do not start on time may, at the discretion of the presiding United States Cycling Federation race official, enter as a late starter.

Section V

Rider Qualification

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.

ARTICLE IX

Awards

Section I

Awards

1. Open Race Awards - Open Race Awards shall be as governed by the General Racing Rules and the Constitution and By-Laws of the United States Cycling Federation.
2. Club Race Awards - Club Race-Awards shall be as decided from time to time by the Race Committee, as properly approved by the Board of Directors and the Financial Committee providing said awards do not violate the general rules of the United States Cycling Federation.

ARTICLE X

Order of Business

The Order of Business at all Regular and the Annual Meeting of the Corporation shall be as follows:

Call to order by the President.
Establishment of a quorum by the President.
Secretaries' Minutes.
Treasurers' Report.
Committee Reports and Officer Reports.
Old Business (includes elections at November Regular Meeting)
Introduction and recognition of guests and announcements for the benefit of the Corporation.
Installation of Officers and. Directors (at the January Annual Meeting).
New Business (includes Nominations at October regular meeting).
Introduction of Program.
Adjournment.
Program.

ARTICLE XII

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.

END