Bylaws

OF

THE HAWKEYE BICYCLE ASSOCIATION, INCORPORATED

PREAMBLE

We, the members of the Hawkeye Bicycle Association, do ordain and establish the following rules, in addition to the Articles of Incorporation of the State of Iowa, to which we voluntarily submit ourselves.

ARTICLES I: MEMBERSHIP

Section 1. Any person in sympathy with the objectives of the organization may become a member on payment of the appropriate sum.

Section 2. The classes of membership shall be set by the Board of Directors.

ARTICLE II: OFFICERS AND BOARD OF DIRECTORS

Section 1. The Officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer.

Section 2. The Board of Directors of the Association shall consist of the Officers, the immediate Past President and a minimum of four Directors-at-large.

Section 3. The President may assign specific duties to the Vice President and to each of the Directors-at-large.

ARTICLES III: ELECTIONS AND TERMS OF OFFICE

Section 1. The Officers and the Directors-at-large shall be elected at the Annual Meeting of the members of the Association. They shall serve until the next Annual Meeting or until such later time as their successors have been elected and qualified.

Section 2. If more than one person is nominated for an office, the vote shall be by ballot.

Section 3. Officers and Directors absent from three or more consecutive Board meetings shall be held to have submitted their resignations.

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ARTICLE IV: DUTIES OF OFFICERS AND BOARD OF DIRECTORS

Section 1. It shall be the duty of the President to preside at all meetings of the organization, to preside at all meetings of the Board of Directors, to appoint committees, and to perform such duties as may properly pertain to the Presidents office. The President shall have the power to accept resignations and to appoint a member of the organization to fill any vacancy occurring during the year.

Section 2. It shall be the duty of the Vice President to act in the absence or incapacity of the President.

Section 3. It shall be the duty of the Secretary to keep a record of the proceedings of the organization, to conduct correspondence, to keep a membership roll, and to present an Annual Report.

Section 4. It shall be the duty of the Treasurer to receive and hold in trust the funds of the organization, to make all duly authorized payments therefrom, to keep and render an account thereof, and to present reports thereon as required by the Board of directors and at the Annual Meeting.

Section 5. It shall be the duty of the Board of Directors to decide and formulate policies for the organization, and to control funds for the organization for all ordinary expenditures.

ARTICLE V: MEETINGS OF THE ASSOCIATION

Section 1. The Board of Directors shall determine the time and place of the meetings of the members of the Association.

Section 2. The Annual Meeting of the members of the Association shall be held between September 15 and November 15.

Section 3. Not less than two meetings of the members of the Association shall be held during a calendar year.

Section 4. The Board of Directors shall meet, as directed by the President, to formulate plans and policies for organization meetings and activities. At meetings of the Board of Directors, all ordinary financial affairs of the organization may be transacted.

ARTICLE VI: COMMITTEES

Section 1. All committees shall be appointed by the President.

Section 2. The President shall appoint an auditor three or four weeks prior to the Annual Meeting. The auditor shall examine the Treasurer’s financial accounts and certify to their correctness at the Annual Meeting.

ARTICLE VII: QUORUM AND PROXIES

Section 1. A quorum for the transaction of business shall be those members present at any member meeting. A quorum for the Board of Directors shall consist of a minimum of one half the official membership of the Board of Directors.

Section 2. There shall be no representation by proxy or absentee voter’s ballot at any meeting.

ARTICLE VIII: ORDER OF BUSINESS

Section 1. In all meetings for business, the organization shall be governed by "Roberts Rule of Order."

Section 2. The following shall be the order of business of the Annual Meeting, and at such meetings as may apply: opening, reading of minutes, reports of Officers, report of standing committees, report of special committees and organizations, unfinished business, new business, and adjournment.

ARTICLE IX: AMENDMENT TO BYLAWS

Section 1. These bylaws may be amended by the members in any way not inconsistent with the Articles of Incorporation of the State of Iowa, by a two-thirds vote of the members present at any Annual Meeting, or any special meeting called for that purpose, providing announcement has been given of the proposed motion at the previous regular meeting to which such proposed action is to be taken.

A motion was made to accept the afore mentioned Bylaws of the Hawkeye Bicycle Association, Incorporated as the true bylaws of the association, as stated, with revisions. The motion received a second and was carried by unanimous vote.

The Officers and Directors of the Hawkeye Bicycle Association

Annual Meeting, October 13, 2002