Salt Lake City Bicycle Collective By-laws

BYLAWS OF SALT LAKE CITY BICYCLE COLLECTIVE

A Utah Nonprofit Corporation

Dated as of December 1, 2004

ARTICLE I - PURPOSES

The corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code (the “Code”). Without limiting the foregoing, the corporation is organized to:

(1) own and/or operate as owner or lessee or in other capacity bicycle shop facilities for the benefit of the bicycling community, to provide comprehensive and affordable bicycling resources and services, including, but not limited to, knowledgeable staff trained in bicycle mechanics, bicycle repair stands and tools for community use, and bicycle safety and maintenance information and classes, and to provide employment and training for at-risk community youth in bicycle mechanics.

(2) receive, repair, and refurbish donated bicycles for distribution to the community at no or low cost, to promote bicycling as a safe, fun, healthy, effective, environmentally sound and clean-air, pollution-free transportation alternative, to promote bicycling as an integral part of livable and sustainable communities thereby contributing to the overall health and well being of the community, and to fulfill such purposes in such structures and at such locations as shall best accomplish the foregoing purposes consistent with the corporation continuing to be classified as an organization described in Section 501(c)(3) of the Code.

ARTICLE II - OFFICES OF THE CORPORATION

The principal office of the Corporation shall be located at 1130 South Richards Street, Salt Lake City, UT 84101. The Board of Directors may change the principal office from time to time. The Corporation may have such other offices, either within or without the State of Utah, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

The registered office of the Corporation in the State of Utah shall be at 1130 South Richards Street, Salt Lake City, UT 84101, and the Board of Directors may change the address of the registered office from time to time.

ARTICLE III - MEMBERS

The corporation shall have no members.

ARTICLE IV - BOARD OF DIRECTORS

Section 4.1 General Powers.

The Corporation shall be managed under the direction of the governing Board of Directors, which shall be vested with all powers, privileges and rights of a governing board under the Act, and shall have final authority to establish and resolve all matters and questions of policy.

Section 4.2 Number and Term of Directors.

The number of directors of the Corporation shall not be less than (3) nor more than twenty﷓one (21), with the exact number to be set by resolution of the persons present at a meeting so called. The initial number of Directors shall be five (5). The initial Board of Directors shall have a term of office as respectively set forth in Exhibit A attached hereto and incorporated herein and until their successors are duly elected and qualified or until their prior removal, death or resignation. Except for the initial term, Directors shall be appointed for 1﷓year terms.

Section 4.3 Qualifications.

Directors must be natural persons 18 years of age or older but need not be residents of the State of Utah.

Section 4.4 Election of Directors.

Directors shall be elected at the annual meeting of the Board of Directors by a vote of a majority of the entire Board. Each director so elected shall continue in office until his or her death, resignation or removal. Directors may be re-elected to any number of consecutive terms, but re-election shall only be upon a showing that each director has met the duties and responsibilities for directors in an exemplary manner.

Section 4.5 Removal of Directors.

Any director of the Corporation may be removed from office, with or without cause, and for any reason, as decided upon by the affirmative vote of a majority of the persons present of any meeting specifically called for such purpose.

Section 4.6 Vacancies.

Vacancies in the Board of Directors, including vacancies created by an increase in the number of directors or from removal of a director, shall be filled by the affirmative vote of a majority of the persons present of any meeting so called. A person so appointed to fill a vacancy shall remain a director until the expiration of the term of his or her predecessor or until his or her successor has been appointed or until his or her prior removal, death or resignation.

Section 4.7 Compensation.

By resolution of the Board of Directors, the Corporation may pay directors’ expenses, if any, of attendance at each meeting of the Board of Directors, and may pay directors a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation thereof; provided that each specific service and the rate of compensation thereof shall be approved by the Board of Directors in each instance.

Section 4.8 Chair.

The Board of Directors shall elect one director as Chair of the Board. Such person shall hold such position for one year or such longer period designated by the Board of Directors unless removed prior thereto by the Board of Directors for any reason, or until his or her earlier death, resignation or removal. The Chair shall preside at meetings of the Board of Directors, and shall present, or cause to be presented, a report of the condition of the business of the Corporation at the annual meeting of the Board of Directors. The Chair shall perform such other duties as are incident to the position, are required by law or these Bylaws, or are specified by the Board of Directors by resolution.

Section 4.9 Right of Inspection.

Any person is entitled to inspect and copy any of the records of the Corporation described in Section 1601 of the Nonprofit Act upon request to the Chair of the Board. Any person is also entitled to inspect and copy any of the other records of the Corporation at a reasonable location specified by the Corporation, if the demand to inspect or copy such records is made in good faith and for a proper purpose. The person must describe with reasonable particularity the purpose and the records he or she wishes to inspect, and the records sought must be directly connected with the described purpose.

Section 4.10 Resignation.

Any director may resign at any time by giving written notice to the Corporation. A resignation is effective when the notice is received by the Corporation unless the notice specifies a later effective date.

Section 4.11 Standards of Conduct.

A director (or an officer) shall discharge his or her duties as director (or officer):

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner the director (or officer) reasonably believes to be in the best interest of the Corporation.

ARTICLE V - MEETINGS

Section 5.1 Regular Meetings.

The Board of Directors shall meet at such times and in such places as may be determined by the Chair of the Board, upon written notice of the hour, date and place of the meetings to each director prior to the meeting date. Regular meetings of the Board of Directors are open to all persons. Notice shall be given in accordance with the provisions of Section 5.8.

Section 5.2 Special Meetings.

The Chair of the Board, the President, or any two (2) directors may call a special meeting of the Board of Directors by providing written notice of the hour, date and place of the meeting in accordance with the provisions of Section 5.8.

Section 5.3 Annual Meetings.

One of the regular meetings of the Board of Directors described above in Section 5.1 shall be designated as the annual meeting of the directors for the purposes of organization, election of officers and the transaction of other business.

Section 5.4 Voting.

At any meeting of the Board of Directors, each director present at such meeting shall have one (1) vote on any matter.

Section 5.5 Proxies.

A director may exercise his voting rights either in person or by written proxy executed by the director (but not by a director’s attorney﷓in﷓fact or agent) in favor of another director. Any such proxy shall be limited to a specific meeting, shall authorize the other director to cast the vote that is directed to be cast by such written proxy with respect to one or more particular proposals that are described with reasonable specificity in the proxy, shall be revocable at any time by the director giving such proxy, and shall be filed with the Secretary of the Board and in the minutes of the meetings of the Board. For purposes of these Bylaws, including the determination of the presence of a quorum, a director voting by written proxy pursuant to this Section 5.5 shall be counted as if present in person at the specific meeting to which such proxy relates.

Section 5.6 Action by Unanimous Written Consent.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if each and every director of the board in writing either (a) votes for the action (b) votes against the action or abstains from voting and waives the right to demand that action not be taken without a meeting. Action is taken under this section only if the affirmative vote for the action equals or exceeds the minimum number of votes that would be necessary to take the action at a meeting at which all of the directors then in office were resent and voted.

Section 5.7

Meetings by Conference Telephone. Directors may participate in a meeting by any means of communication, so long as all persons participating in such meeting can hear one another. Participation in a meeting through the above means shall constitute presence in person at such meeting.

Section 5.8 Quorum.

A majority of the directors shall constitute a quorum for the transaction of business of the Board of Directors, but a lessor number may adjourn from time to time without notice other than an announcement of a lack of a quorum at the meeting, until a quorum shall attend.

Section 5.9 Notice.

(a) Manner of Notice. Notice of any annual, regular or special meeting of directors, as the case may be, shall be given at least one (1) day prior thereto by written notice delivered personally, or delivered by confirmed air courier, telegram, facsimile transmission (“fax”), electronic communication (“email”), first﷓class mail, to each director.

(b) Waiver of Notice. Any director, as the case maybe, may waive notice of a meeting.

Section 5.10 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

ARTICLE VI - ADVISORY BOARD

Section 6.1 Establishment.

The Board of Directors of the Corporation may by resolution establish an advisory board or executive advisory committee. The Board of Directors may also at any time dissolve and abolish such advisory board or executive advisory committee and re﷓establish either at a later time.

Section 6.2 Powers.

The board of advisors, if and when established pursuant to Paragraph Section 6.1, shall, when called upon to do so by the Board of Directors, give its advice and counsel to the Board of directors on such matters as are designated by the Board of Directors. The board of advisors shall function solely in an advisory role, and shall not be entitled to act on behalf of or otherwise to exercise any powers of the Corporation. The Board of Directors shall not delegate any management or decisional authority to the board of advisors. The board of advisors shall not be, and shall not be deemed to be, a “committee” of the Board of Directors, and the board of advisors, individually or together, shall not be, and shall not be deemed to be, “directors” of the Corporation, as such terms are defined or used in the Nonprofit Act, the Corporation’s Articles of Incorporation, or these bylaws. References in these bylaws to the “Board” shall be to the Board of Directors, and not to the advisory board.

Section 6.3 Number of Advisory Board; Election and Term of Office.

The advisory board shall consist of such number of participants as shall be determined by the Board of Directors from time to time. The advisory board shall be chosen by the Board of Directors, and each shall hold office at the pleasure of the Board of Directors or until such participant’s death or resignation; provided that no person may be on the advisory board at the same time as such person is a director of the Corporation. The advisory board may appoint one participant to be the chair or the advisory board.

Section 6.4 Removal and Resignation.

Any participant on the advisory board may be removed, with or without cause, by a majority of the directors at the same time in office, at any regular or special meeting of the Board of Directors. Any person on the advisory board may resign from such position by giving written notice to the Chair of the Board of Directors, the President, or the Secretary.

Section 6.5 Vacancies.

A vacancy in the advisory board shall be filled in the manner prescribed in these bylaws for regular appointments to such position.

Section 6.6 Procedures.

Except as otherwise provided in these bylaws, the Board of Directors shall adopt by resolution rules and procedures governing the conduct and operation of the advisory board, if any.

ARTICLE VII - OFFICERS

Section 7.1 Number.

The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be selected by the Board of Directors. One or more Vice-Presidents (the number thereof to be determined by the Board) and such other officers and assistant officers and agent as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 7.2 Power/Duties.

The Board of Directors may delegate to any officer of the Corporation or any committee of the Board of Directors the power to appoint, remove and prescribe the duties of other officers, assistant officers, agents and employees.

Section 7.3 Election and Term of Office.

The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, or if such meeting is not held, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. The appointment of an officer shall not itself create any contract rights with the Corporation.

Section 7.4 Resignation.

An officer may resign at any time by giving written notice of resignation to the Corporation.

Section 7.5 Removal.

An officer, assistant, agent or employee may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board of Directors, only by resolution of the Board of Directors; and (ii) in the case of any other officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board of Directors upon who or which such power of removal may be conferred by the Board of Directors; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 7.6 Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 7.7 President.

The President shall, unless otherwise specified by the Board of Directors, be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the Corporation, including the hiring of staff personnel. The President may be authorized to execute contracts on behalf of the Corporation.

Section 7.8 Vice-President.

The Vice-President, if any, shall have the same powers as vested in the President, but shall not exercise said powers unless acting under the delegation, authority, or direction of the President, or in the absence or incapacity of the President. The Vice-President shall have such additional prerogatives and powers as are not inconsistent with the powers conferred upon the President and usually pertain to the office of Vice﷓President.

Section 7.9 Vice-Presidents.

Such additional Vice-Presidents, in the order of their seniority, shall perform the duties and exercise the powers of the President and Vice﷓President during the absence or disability of the President and Vice-President.

Section 7.10 The Secretary.

The Secretary shall: (i) keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records of the Corporation and (iv) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 7.11 The Treasurer.

The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and disbursements; and shall deposit all moneys, securities, and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board of Directors. The Treasurer shall disburse such funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board and whenever requested by them an account of all of the transactions of the Treasurer, and of the financial condition of the Corporation. If required by the Board, the Treasurer shall deliver to the President of the Corporation and shall keep in force a bond in form, amount, and with a surety or sureties satisfactory to the Board, conditioned upon the faithful performance of the duties of the office of Treasurer, and for restoration to the Corporation in case of the death, resignation, retirement, or removal from office of the Treasurer of all books, papers, vouchers, money, and property of whatever kind in the possession or under the control of the Treasurer which belong to the Corporation.

Section 7.12 Assistant Secretary and Assistant Treasurer.

One or more Assistant Secretaries and Assistant Treasurers may be appointed. The Assistant Secretary, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary. The Assistant Treasurer, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

Section 7.13 Executive Director.

The Board of Directors may appoint an Executive Director, who shall assist the President and the Board in the day﷓to﷓day management of the business affairs of the Corporation, who shall perform such duties as may be assigned to him or her by the President and/or the Board of Directors, including the power to hire staff personnel, and who may be authorized to execute contracts on behalf of the Corporation.

Section 7.14 Multiple Offices.

A person may hold more than one office of the Corporation; provided, however, no person may serve both as the President and as the Secretary of the Corporation.

Section 7.15 Standard of Conduct.

See Section 4.11.

ARTICLE VIII - COMMITTEES

Section 8.1 Power to Appoint Executive Committee.

Effective as of the date of organization of the Corporation, the Corporation shall have an Executive Committee, composed of each of the directors of the Corporation such lesser or greater number as the directors may direct. The President shall be ex officio of the Executive Committee. The Executive Committee shall propose potential officer and committee nominees to the Board whenever appropriate, select a Chairman of the Board o f Directors as provided in Section 4.8, formulate and review policies of the Corporation under the direction of the Board, and between meetings of the Board, shall have all powers and exercise all duties of the Board in controlling the business of the Corporation which may lawfully be delegated to it by the Board. The Board may by resolution limit the powers of the Executive Committee.

Section 8.2 Fundraising Committee.

The Board of Directors shall have power to appoint by resolution a Fundraising Committee composed of such persons (at least one of whom shall be a Directors) as the Board of Directors deems appropriate. The Fundraising Committee shall be responsible for developing plans for raising money from contributions and for identifying sources of contributions.

Section 8.3 Audit Committee.

The Board of Directors shall have power to appoint by resolution an Audit Committee composed solely of persons (at least one of whom shall be a Director) who are independent of the officers of the Corporation and free from any relationships that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a committee participant. The Audit Committee shall assist the Board of Directors in fulfilling its responsibilities for the Corporation’s accounting and financial reporting practices, shall provide a channel of communication between the Board of Directors and the Corporation’s independent auditors, and shall have such other powers and perform such other duties as the Board of Directors shall, from time to time, grant and assign to it.

Section 8.4 Other Committees.

The Board may from time to time appoint such other standing and ad hoc committees with such persons (at least one of whom shall be a Director) as it shall deem appropriate; provided that only such committees as are composed entirely of directors shall constitute a “committee of the Board of Directors” for purposes of these bylaws.

Section 8.5 Term of Committees.

The term of Committee participants shall be for one year, after which they may be reappointed.

ARTICLE IX - AUXILIARY AND ADVISORY ORGANIZATIONS

Section 9.1 General.

The Board of Directors may establish or authorize auxiliary or advisory organizations of the Corporation, whether operating as separate not﷓for﷓profit corporations or agencies of the Corporation, as it may deem appropriate. Auxiliary and advisory organizations shall be subject to such conditions and reviews as the Board of Directors may determine from time to time. All programs and activities of such organizations shall be consistent with the rules and regulations that apply to the overall exemption of the Corporation as a not﷓for﷓profit organization under prevailing and governing Internal Revenue Service and state tax codes.

Section 9.2 Purposes.

The sole purpose of any auxiliary or advisory organization shall be to foster the purposes of the Corporation.

ARTICLE X - EXECUTION OF INSTRUMENTS

Section 10.1 Checks, Drafts, etc.

All checks, drafts and orders for payment of money, and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 10.2 Deposits.

All Funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

Section 10.3 Contracts.

The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 10.4 Conflicts of Interest.

The Directors and Officers of the Corporation shall have no undisclosed economic interest in the process of securing contracts. No bid or contract may be awarded to (i) a director or officer of this Corporation, (ii) any entity which such person owns, directly or indirectly or through relatives, more than thirty﷓five percent (35%) of the voting interest thereof, (iii) any entity of which such person is a director or officer, or has a financial interest, or (iv) a relative of such person, meaning his or her spouse, ancestor, brother, sister, children, grandchildren or the spouses of brothers, sisters, children or grandchildren, unless such relationship has been disclosed to the Board and the Board or committee thereof in good faith authorizes the award by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum.

ARTICLE XI - POWER OF THE BOARD TO BORROW MONEY

The Board of Directors shall have full power and authority to borrow money whenever in the discretion of the Board the exercise of such power is required in the general interests of this Corporation, and in such case the Board may authorize the proper officers of this Corporation to make, execute and deliver in the name of and in behalf of this Corporation such notes, bonds and other evidences of indebtedness as the Board shall deem proper, and the Board shall have full power to mortgage the property of this Corporation, or any part thereof, as security for such indebtedness, and no further action shall be requisite to the validity of any such note, bond, evidence of indebtedness or mortgage.

ARTICLE XII - INDEMNIFICATION

Section 12.1 Indemnification.

(a) To the extent allowed by the Articles of Incorporation and law, the Corporation shall indemnify against reasonable expenses incurred in the proceeding, any director or officer who was successful on the merits in any proceeding or matter in the proceeding, to which the director was a party by reason of having served as a director or officer of the Corporation.

(b) The Corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, officer, employee, fiduciary or agent of the Corporation or of any at the request of the Corporation or by reason of any reason of any action alleged to have been taken, omitted or neglected as such director, officer, employee, fiduciary or agent against reasonable expenses incurred in connection with the proceeding, if:

(1) the individual’s conduct was in good faith;

(2) the individual reasonably believed that the individual’s conduct was in the corporation’s best interests; and

(3) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.

(c) The Corporation shall not indemnify a director (of officer, employee, fiduciary, or agent) in connection with a proceeding in which the director was adjudged liable to the Corporation, or in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in the director’s official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.

Section 12.2 Advances of Costs and Expenses. The Corporation may pay for reasonable expenses incurred by a director, officer, employee or agent (in defending a civil or criminal action, suit or proceeding) who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) the director furnishes the Corporation a written affirmation of the director’s good faith belief that the director has met the applicable standard of conduct described above in Section 4.11.

(2) the director furnishes the Corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance, if it is ultimately determined that the director did not meet the standard of conduct; and

(3) a determination is made that the facts then know to those making the determination would not preclude indemnification.

Section 12.3 Notice to Board of Directors of Indemnification of Director. If the Corporation indemnifies or advances expenses to a director in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the Board of Directors with or before the notice of the next voting meeting.

Section 12.4 Insurance. The Board may, at its discretion, purchase and maintain insurance on behalf of the directors, officers, employees and agents, and former directors, officers, employees and agents, against any liability or settlement based upon asserted liability incurred by them by reason of being or having been directors, officers, employees or agents of the Corporation, whether or not the Corporation would have the power to indemnify them against such liability or settlement under the provisions of applicable law.

Section 12.5 Personal Liabilities of Directors and Officers. No director or officer of the Corporation shall be personally liable to the Corporation for civil claims arising from acts or omissions made in the performance of his or her duties as a director or officer, unless the director or officer has breached or failed to perform his or her duties and the breach of failure to perform constitutes willful misconduct or intentional infliction of harm on the Corporation.

ARTICLE XIII - LIMITATIONS

Section 13.1 Prohibition Against Sharing in Corporate Earnings. No director, officer or employee of or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All directors of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusive to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 the regulations promulgated thereunder as they now exist or as they may hereafter be amended.

Section 13.2 Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a nonprofit corporation is or may hereafter be permitted by law to make, or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Sections 502 or 503 or any other Section of the Internal Revenue Code of 1986 and the Regulations promulgated thereunder as they now exist or as they may hereafter be amended.

Section 13.3 Exempt Activities. Notwithstanding any other provision of these bylaws, no director, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations promulgated thereunder as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE XIV - AMENDMENT OF BYLAWS

These bylaws may be amended, altered, changed, added to or repealed by an affirmative vote of a majority of persons present at any regular or special meeting of the Board of Directors

SECRETARY’S CERTIFICATE

I, the Undersigned, being the Secretary of the Board of Salt Lake City Bicycle Collective, Inc., do hereby certify the foregoing to be the bylaws of such corporation, as adopted by a resolution by unanimous written consent of the Board of Directors dated the 24th day of September 2003.

Secretary

EXHIBIT A

Director Initial Term

Jason Bultman 1 year

Jonathan Morrison 1 year

Brian Price 1 year

Jesse Ratzkin 1 year

Edward Whitney 1 year