Central Oregon Wheelers

BYLAWS OF Central Oregon Wheelers

ARTICLE 1.           PURPOSE

The purpose for which the corporation is organized is as follows:

(a) To promote the use of bicycles;

(b) To promote bicycle use in a safe manner;

(c) To promote public awareness of bicyclists’ rights and responsibilities on public roads;

(d) To protect and defend the rights of bicyclists;

(e) To promote a statewide bicycle system;

(f) To provide instruction as to the care and proper use of bicycles; and

(g) To provide an opportunity for members to socialize with others who have an interest in bicycles.

ARTICLE 2.           MEMBERSHIP

2.1          Designation and Admission. The corporation will have one class of voting members. No person may be admitted as a member without his or her consent, express or implied.

2.2          Qualifications – Anyone who is at least eighteen years old, has completed club registration forms and has paid the annual dues required by the Board of Directors is qualified for membership. A failure to pay the annual dues, when assessed, automatically terminates membership in the club.

2.3          Transfers. Memberships are nontransferable and will terminate on the death, resignation, or removal of the member.

2.4          Dues - Membership dues shall be determined from time to time by the Board of Directors. All dues increases shall be approved by the club members present at the annual meeting by a majority vote.

2.5          Resignation. A member may resign at any time by delivering written notice to the president or the secretary. A resignation is effective when notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.

2.6          Discipline – A member may be suspended for thirty days from all member rights, privileges, and activities including voting rights by a majority vote of the then elected and qualified Board of Directors. The member facing suspension shall be notified of pending Board action by mail at least forty-eight hours before commencement of the meeting. Any members shall be allowed to attend the disciplinary Board meeting. Grounds for discipline may be disregard for safety on club rides, misuse of club funds or property, or misrepresentation of club policy. A member may be expelled for one year or permanently from all membership privileges and activities only by the board of directors.

2.7          Regular meetings of the board of directors shall occur on the last Thursday of every other month commencing at a regular time designated by the board of directors. Provided however, the President may cancel any regular meeting, if after first inquiring of members of the board and deciding that there is no business that the board need consider at such meeting.

2.8          Annual Meetings. Annual meeting of the membership – An annual meeting of the membership shall be held each year on a regular meeting date in April for the purpose of electing officers and directors, and for any other such business that may come before the meeting. If the annual meeting is not held on the designated date the Board of Directors shall cause the meeting to be held as soon thereafter as is reasonable. At the annual meeting, the president, and any other officer or person whom the president may designate, will report on the activities and financial condition of the corporation and the members may consider and act on other matters that may be raised consistent with the notice requirements of ORS 65.214.

2.9          Special Meetings. A special meeting of members will be held (a) on the call of the board of directors or (b) if the holders of at least 50% of the voting power of the corporation sign, date, and deliver to the secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Only matters within the purpose or purposes described in the meeting notice may be conducted at a special meeting of members.

2.10        Place of Meetings. Meetings of the members may be held at any place in or out of Oregon designated by the board of directors.

2.11        Telephonic Meetings. The members may permit any or all of the members to participate in an annual meeting or a special meeting, or may conduct the meeting, by using any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in the meeting by this means is deemed to be present in person at the meeting.

2.12        Proxies. Members of record may vote at any meeting, either in person, or by proxy, if the proxy is in writing, is executed by the member. No proxy shall be valid after thirty days after its execution date. All proxies must be filed with the Secretary of the meeting before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof.

2.13        Action by Written Ballot. Any action that may be taken at a members’ meeting may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. A written ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot will be valid only when the number of votes cast by ballot equals or exceeds a quorum of the members, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast is the same as the number of votes cast by ballot. All solicitations for votes by written ballot must (a) indicate the number of responses needed to meet the quorum requirements, (b) state the percentage of approvals necessary to approve each matter other than election of directors, and (c) specify a reasonable time by which a ballot must be received by the corporation in order to be counted. Once delivered, a written ballot may not be revoked. Written ballots may be delivered and submitted either by physical delivery or by electronic means, such as by attachment to email.

2.14        Notice of Meetings. The corporation must notify its members of the place, date, and time of each annual and special meeting of members no fewer than seven days before the meeting or, if notice is mailed by other than first-class or registered mail, no fewer than 30 nor more than 60 days before the meeting. Notice must be sent to each member entitled to vote at the meeting at the member’s last address as set forth in the corporate records either by regular mail or email. Notice of an annual meeting must describe any matter or matters that must be approved by members under ORS 65.361, 65.404, 65.414(1)(a), 65.437, 65.464, 65.487, 65.534, or 65.624. Notice of a special meeting must describe the purpose or purposes for which the meeting is called.

2.15        Waiver of Notice. A member may, at any time, waive any notice required by these bylaws. Except as provided in the following sentence, any waiver must be in writing, be signed by the member entitled to the notice, specify the meeting for which the notice is waived, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A member’s attendance at or participation in a meeting, either in person or by proxy, waives any required notice to the member of the meeting unless the member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

2.16        For the purpose of determining members entitled to notice of or to vote at any meeting of members or an adjournment thereof, or members entitled to receive the allotment of rights, or for the purpose of any other action, the Board of Directors may fix a date as the record date for such determination of members, such date to be not less than ten days nor more than sixty days before the date of the meeting or any other action to be taken. If the record date is not fixed then the record date for determination of members entitled to notice of or to vote at a meeting of members shall be the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day next preceding the day on which the meeting is held. The record date for determining members for any purpose other than that specified in this subsection shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. When a determination of members entitled to notice of or to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this section of the adjourned meeting.

2.17        Quorum and Voting. For all meetings a quorum shall consist of 10% of the qualified members, or 25 members, whichever is less, voting in person or by proxy. If a quorum is present when a vote is taken, the affirmative vote of a majority of the votes represented and voting when the action is taken will be the act of the members except to the extent that the articles of incorporation, these bylaws, or applicable law require the vote of a greater number of members. Each member shall have one vote on each matter submitted to the vote of the members. Each Family membership shall be entitled to a single vote.

2.18        A vote may be cast either orally or in writing. Except as otherwise provided by the Articles of Incorporation, the Directors shall be elected by plurality of the votes cast at an election of Directors. All election results shall be published on the website, cowheelers.com, listing all candidates, both write-in and published, along with total votes received. A written vote may take the form of paper or an electronic form.

ARTICLE 3.           DIRECTORS

3.1          Powers. All corporate powers will be exercised by or under the authority of, and the affairs of the corporation will be managed under the direction of, the board of directors.

3.2          Qualifications. All directors must be individuals who are 18 years of age or older. Directors need not be residents or citizens of Oregon or of the United States of America. Directors must be members of the corporation. No director may be an officer or owner of any bicycle shop located in whole or in part in Deschutes, Crook or Jefferson counties.

3.3          Number. The board of directors will consist of not fewer than 5 persons nor more than 9 persons. The number of directors may be fixed or changed periodically, within the minimum and the maximum, by the members.

3.4          Term. The term of each director will be two consecutive years. Directors may be reelected for any number of consecutive terms. Despite the expiration of a director’s term, the director will continue to serve until the director’s successor is elected and qualifies, or until there is a decrease in the number of directors.

3.5          Election and Tenure of Office.

3.5.1      Except as provided in subsection 3.5.2 after the expiration of the term of the board of directions members of the club shall elect members of the board of directors at the annual meeting. Candidates shall be nominated by the Nominating Committee, or by the motion of one member and the support of two other members, whether in writing to the Secretary thirty days before the annual membership meeting, or from the floor of a monthly membership meeting the month before the annual membership meeting. Nominations will close at those times and cannot be reopened, except upon the petition, or the affirmative vote of the majority of the membership.

3.5.2      The term of the initial board of directors shall be and continue until the annual meeting of members in 2018. The initial board of directors may appoint additional board members, which likewise will be deemed members of the initial board, subject to the requirements of these bylaws.

3.6          Vacancies. A vacancy in the board of directors will exist on the death, resignation, or removal of any director. A vacancy in the board of directors may be filled by either the board of directors or by the members at any special meeting called by the board for the purpose of holding such election. Each director so elected will hold office for the balance of the unexpired term of his or her predecessor. If the board of directors accepts the resignation of a director tendered to take effect at a future time, a successor may be elected to take office when the resignation becomes effective.

3.7          Resignation. A director may resign at any time by delivering written notice to the president or the secretary. A resignation is effective when notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.

3.8          Removal. A director may be removed at any time, with or without cause, by vote of a majority of the members.

3.9          Meetings. An annual meeting of the board of directors will be held immediately after, and at the same place as, the annual meeting of members. If the time and place of any other directors’ meeting are regularly scheduled by the board of directors, the meeting is a regular meeting. All other meetings are special meetings. The board of directors may hold annual, regular, or special meetings in or out of Oregon.

3.10        Telephonic Participation.

3.10.1    The board of directors may permit any or all of the directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which either (a) all directors participating may simultaneously hear or read each other’s communications during the meeting or (b) all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

3.10.2    If a meeting is conducted through the use of a means described in Section 3.10.1, (a) all participating directors must be informed that a meeting is taking place at which official business may be transacted and (b) a director participating in the meeting by this means is deemed to be present in person at the meeting.

3.11        Action without Meeting by Unanimous Written Consent. Any action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents or resolutions describing the action taken, signed by each director, and be included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. As used in this Section 3.11, “written” includes a communication that is transmitted or received by electronic means, and “sign” includes an electronic signature. A consent under this section has the effect of a meeting vote and may be described as such in any document.

3.12        Call and Notice of Meetings. The annual meeting and regular meetings of the board of directors may be held after providing notice of the date, time, place, or purpose of the meeting on the club’s website. Special meetings of the board of directors must be preceded by at least 2 days’ notice, if given by first-class mail, or 48 hours’ notice, if delivered personally or given by telephone, e-mail, or fax, to each director of the date, time, and place of the meeting. Except as specifically provided in these bylaws or applicable law, the notice need not describe the purposes of any meeting. The president or 20% of the directors then in office may call and give notice of a meeting of the board.

3.13        Waiver of Notice. A director may at any time waive any notice required by these bylaws. Except as provided in the following sentence, any waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which the notice is waived, and must be filed with the minutes or the corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

3.14        Quorum and Voting. A quorum of the board of directors will consist of a majority of the number of directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present when the action is taken will be the act of the board of directors except to the extent that the articles of incorporation, these bylaws, or applicable law requires the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting.

3.15        Presumption of Assent. A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(a)          At the beginning of the meeting, or promptly on the director’s arrival, the director objects to holding the meeting or transacting the business at the meeting;

(b)          The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c)           The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.16        Board Committees. The board of directors may create one or more committees of the board of directors and appoint members of the board to serve on them or designate the method of selecting committee members. The creation of a committee and the appointment of directors to the committee or designation of a method of selecting committee members must be approved by a majority of all directors in office when the action is taken. The provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors will apply to committees and their members as well. Committees of the board of directors may, to the extent specified by the board of directors, exercise the authority of the board of directors, but no committee of the board of directors may:

(a)          Authorize distributions, but this restriction does not apply to payment of value for property received or services performed or payment of benefits in furtherance of the corporation’s purposes, subject to Section 3.18 of these bylaws;

(b)          Approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;

(c)           Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or

(d)          Adopt, amend, or repeal the articles of incorporation or bylaws.

3.17        Other Committees. The board of directors may create one or more other committees. Members of these committees need not be members of the board of directors, but at least one director must serve as liaison to each such committee where attendance is not required. These committees will have no power to act on behalf of, or to exercise the authority of, the board of directors, but may make recommendations to the board of directors.

3.18        Compensation. Directors and members of committees may be reimbursed for any expenses that are determined by the board of directors to be just and reasonable. Directors, officers and committee members will not otherwise be compensated for service in their capacity as directors, officers or committee members.

3.19        Director Conflict of Interest.

3.19.1    A conflict-of-interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect conflict of interest.

3.19.2    For purposes of Section 3.18, a director of the corporation has an indirect interest in a transaction if (a) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction or (b) another entity of which the director is a director, officer, or trustee is a party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.

3.19.3    A conflict-of-interest transaction is neither voidable nor the basis for imposing liability on the director if the transaction is fair to the corporation when it was entered into or is approved as provided in Section 3.19.4.

3.19.4    A transaction in which a director has a conflict of interest may be approved either (a) in advance by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors or (b) by the members if the material facts of the transaction and the director’s interest were disclosed or known to the members and they authorized, approved, or ratified the transaction in accordance with Section 3.19.6.

3.19.5    For purposes of clause (a) of Section 3.19.4, a conflict-of-interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under clause (a) of Section 3.19.4 if the transaction is otherwise approved as provided in Section 3.19.4.

3.19.6 For purposes of clause (b) of Section 3.19.4, a conflict-of-interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this section. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in Section 3.19.2 may be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict-of-interest transaction under clause (b) of Section 3.19.4. A majority of the members, whether or not present, who are entitled to be counted in a vote on the transaction under this section constitutes a quorum for the purpose of taking action under this section.

ARTICLE 4.           OFFICERS

4.1          Designation; Appointment. The officers of the corporation will be a president, a vice-president, a secretary and a treasurer. Except as provided in subsection 4.1.2, the officers will be appointed by the board of directions. The same person may simultaneously hold more than one office, except for the offices of president and secretary. The bylaws or articles may designate other titles in lieu of president and secretary and except for the offices of president and secretary the same person may simultaneously hold more than one office. Officers may, but need not be members of the board of directors.

4.1.2      Election of Officers. At the annual meeting of members in 2018 and in each even numbered annual meeting thereafter, officers will be elected by members of the club. Candidates shall be nominated by the board of directors with the recommendations of the Nominating Committee, or by the motion of one member and the support of two other members, whether in writing to the Secretary thirty days before the annual membership meeting, or from the floor of a monthly membership meeting the month before the annual membership meeting. Nominations will close at those times and cannot be reopened, except upon the petition, or the affirmative vote of the majority of the membership.

4.2          Compensation and Term of Office.

4.2.1      Officers shall serve without compensation. However, the Board may authorize reimbursement of an officer for actual out-of-pocket expenses.

4.2.2      Any officer may be removed, with or without cause, at any time by action of the board of directors.

4.2.3      Any officer may resign at any time by delivering notice to the board of directors, the president, or the secretary. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.

4.2.4      No removal or resignation as provided in Section 4.2.2 or 4.2.3 will prejudice the rights of any party under a contract of employment.

4.2.5      No person who currently owns or operates a bicycle shop shall be an officer or member of the board of directors.

4.2.6      The term of office shall be two years.

4.3          President. The president will preside at meetings of the board of directors, will ensure that the board of directors is advised on all significant matters of the corporation’s business, will act as a principal spokesperson and representative of the corporation, will be the chief executive officer of the corporation, will have the general powers and duties of management usually vested in a chief executive officer, and will have other powers and duties that may be prescribed by the board of directors or these bylaws.

4.4          Vice President. The vice president will preside at meetings of the board of directors at which the president is absent and, in the absence of the president, will have the other powers and perform the other duties of the president. The vice president also will have other powers and perform such other duties that may be prescribed by the board of directors.

4.5          Secretary. The secretary will be responsible for preparing minutes of meetings of the board of directors and for authenticating records of the corporation. The secretary will keep or cause to be kept, at the principal office or such other place as the board of directors may order, a book of minutes of all meetings of directors. The secretary also will have other powers and perform other duties that may be prescribed by the board of directors or these bylaws.

4.6          Treasurer.

4.6.1      The treasurer will be the chief financial officer of the corporation and will keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation. The treasurer will deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with those depositories that may be designated by the board of directors, will disburse or cause to be disbursed funds of the corporation as may be ordered by the board of directors, and will have other powers and perform other duties that may be prescribed by the board of directors or these bylaws.

4.6.2      If required by the board of directors, the treasurer must give the corporation a bond in an amount and with such surety specified by the board of directors for the faithful performance of the duties of the treasurer’s office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the treasurer’s possession or under the treasurer’s control on the treasurer’s death, resignation, retirement, or removal from office.

4.7          Vacancies. A vacancy in office of an officer will exist on the death, resignation or removal. A vacancy will be filled by the board of directors. Each officer so appointed will hold office for the balance of the unexpired term of his or her predecessor. If the board of directors accepts the resignation of an officer tendered to take effect at a future time, a successor may be appointed to take office when the resignation becomes effective.

ARTICLE 5.           NONDISCRIMINATION

5.1          The corporation will not discriminate in providing services, hiring employees, or otherwise, on the basis of gender, race, creed, marital status, sexual orientation, religion, color, age, national origin, disability, or familial status.

5.2          In order to avoid the appearance that a bicycle shop is an official sponsor of the club or that the club is exclusively associated with any particular bicycle shop to the greatest extent possible, club rides should not start or finish at a bicycle shop.

ARTICLE 6.           RULES OF PROCEDURE

The following provisions shall govern the proceedings of the board. Any provision of these rules not required by state law may be temporarily suspended by the board. 

To Do This

You Say This

May You Interrupt Speaker

Must You Be Seconded

Is The Motion Debatable

What Vote Is Required

*Adjourn the meeting

“I move that we adjourn”

No

Yes

No

Majority

Recess the meeting

“I move that recess until...”

No

Yes

No

Majority

*Complain about noise, room temperature, etc.

“Point of privilege”

Yes

No

No

No vote

*Suspend further consideration of something

“I move we table this matter”

No

Yes

No

Majority

End debate

“I move the previous question...”

No

Yes

No

2/3 vote

Postpone consideration of something

“I move we postpone this matter until”

No

Yes

Yes

Majority

Have something studied further

“I move we refer this to...”

No

Yes

Yes

Majority

Amend a motion

“I move to amend this motion”

No

Yes

Yes

Majority

Introduce business (a primary motion)

“I move that...”

No

Yes

Yes

Majority

*Object to procedure or to personal affront

“Point of order”

Yes

No

No

No vote Chair decides

*Request information

“Point of information”

Yes

No

No

No vote

*Ask for a vote count to verify a voice vote

“I call for a division of the house:

No

No

No

No vote

*Object to considering some matter

“I object to consideration of this”

Yes

No

No

2/3 vote

*Take up a matter previously tabled

“I move to take from the table...”

No

Yes

No

Majority

*Reconsider some- thing already disposed of

“I move we reconsider action on...”

Yes

Yes

Yes

Majority

*Consider some- thing not in scheduled order

“I move we suspend the rules and...”

No

Yes

No

2/3 vote

*Vote on a ruling by the presiding officer

“I appeal the presiding officer’s decision”

Yes

Yes

Yes

Majority

* = NOT AMENDABLE


ARTICLE 7            GENERAL PROVISIONS

7.1          Amendment of Bylaws.

7.1.1      The board of directors or the members may amend or repeal these bylaws or adopt new bylaws by majority vote.

7.1.2      Whenever an amendment or a new bylaw is adopted, it will be copied in the minute book with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred will be stated in that book and place.

7.2          Inspection of Books and Records. All books, records, and accounts of the corporation will be open to inspection by the directors in the manner and to the extent required by law.

7.3          Checks, Drafts, etc. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation must be signed or endorsed by the person or persons and in such manner that may be determined from time to time by resolution of the board of directors.

7.4          Deposits. All funds of the corporation not otherwise employed must be deposited to the credit of the corporation in those banks, trust companies, or other depositories as the board of directors or officers of the corporation designated by the board of directors select, or be invested as authorized by the board of directors.

7.5          Loans or Guarantees. The corporation may not borrow money and no evidence of indebtedness may be issued in its name unless authorized by the board of directors. This authority may be general or confined to specific instances. The corporation may not make a loan to or guarantee an obligation of a director of the corporation except as permitted by ORS 65.364(2).

7.6          Execution of Documents. The board of directors may, except as otherwise provided in these bylaws, authorize any officer or agent to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer, agent, or employee will have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.

7.7          Insurance. The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; however, the corporation may not purchase or maintain such insurance to indemnify any director, officer, or agent of the corporation in connection with any proceeding charging improper personal benefit to the director, officer, or agent in which the director, officer, or agent was adjudged liable on the basis that personal benefit was improperly received by the director, officer, or agent.

7.8          Fiscal Year. The fiscal year of the corporation will begin on the first day of January and end on the last day of December in each year.

7.9          The board of directors shall have all powers which the constitutions, statutes, and common law of the United States and of this state expressly or impliedly grant or allow nonprofit corporations, as fully as though these bylaws specifically enumerated each of those powers. By way of illustration, the board shall have all power to enact rules for the conduct of club activities, including membership in the club, qualifications and responsibilities of ride leaders, and the organization and conduct of club rides.

7.10        Severability. A determination that any provision of these bylaws is for any reason inapplicable, invalid, illegal, or otherwise ineffective will not affect or invalidate any other provision of these bylaws.

Central Oregon Wheelers is a 501(c)7 non-profit organization. PO Box 542, Bend OR, 97709

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