Bike Collectives Wiki - User contributions [en]

SLCBC 2006 Annual Report

2007-04-03T02:08:36Z

67.166.123.154:

[[Image:slcbikecollective_logo.gif|thumb|Salt Lake City Bicycle Collective]]

'''NOTE: THIS IS ONLY A DRAFT'''

'''[[Salt Lake City Bicycle Collective]] 2006 Annual Report'''

''Building community with bicycles''

== Director’s Report 2006 ==

This was the year of the Salt Lake City Bicycle Collective. To quote an award given by Cycling Utah, “The Salt Lake Bicycle Collective (www.slcbikecollective.org) runs on one gear. Fast.” Thanks to our wonderful volunteers, partnerships, donors, and general community support we are celebrating significant achievements in 2006, milestones that have set the stage for a powerful 2007.

The most noteworthy accomplishments were the hiring of the first full-time employee, launching Utah’s first BikeEd program, becoming the free helmet distribution point, spearheading a national network of community bicycle organizations, and offering more youth programs than ever before. Fueled with more volunteers, participants and programs than ever before this deceivingly small organization is poised to transform bicycling in Salt Lake, and be a riding force in making our community more Bicycle Friendly.

== Mission Statement ==

The mission of the Salt Lake City Bicycle Collective is to promote cycling as an effective and sustainable form of transportation and as a cornerstone of a cleaner, healthier, and safer society. The Bicycle Collective provides refurbished bicycles and educational programs to the community, focusing on children and lower income households.

== History ==

The Collective was founded in April, 2002, by six enthusiastic bicycle advocates. We set out to share the virtues of bicycling with our community and build the bicycling environment with a creative advocacy organization. Along with providing the gathering place, tools, education, art projects, and community services, the Collective is about having fun while helping others.

== Community Bicycle Shop ==

Since moving to our new location at 2312 South West Temple, the community bike shop has developed into a “community hub.” Hosting the new YouthCity ArtCycle Apprenticeship program, the YouthCity Bike Bonanza Earn-a-Bike course, the classroom portion of Bike Ed courses, weekly volunteer nights, and open shop hours for the general public.

During the summer open shop hours were offered from 6-9pm on Tuesday and Thursday evenings, and during the winter from 5-9pm on Thursdays. The public demand was so great it would best be described as a frenzy, always bristling with similar and new faces in upwards of 40 people a night. Under the guidance of dedicated volunteer mechanics helping folks find parts and the necessary tools to assemble their bike -- everyone worked together and had fun.

However, the demand for volunteering was so great we had to dedicate a new separate night for just volunteers on Mondays from 5-9pm. This turned out to be a huge success not only for refurbishing bicycles, but also for developing community and regular volunteers. On most volunteer nights there wouldn’t be enough work stands. Everyone came to hang out, learn, get their hands dirty, and even share their different musical tastes over the shop radio.

The Numbers:
# total Refurbished Bicycles:
55 were given to IRC refugees
# refurbished at YouthCity Bike Bonanza courses
# bartered for volunteer hours
# sold to community
Recycled Metal: # pounds

== Project Coordinator Position ==

As soon as the Collective was awarded the approved project funding for the Bicycle Education Project, the first task was to hire a full-time project coordinator. After posting the job announcement for over a month, receiving 20 applications, and interviewing 5 candidates, the hiring committee chose Board member and original Collective founder Jonathan Morrison for the position. Jonathan hit the ground sprinting. The main responsibilities of this position are to manage the community shop and the Bike Ed programs.

== Valet Bicycle Parking ==

The Downtown Farmer’s Market has grown into a phenomenon, with artisans and musicians adding more flavor to the fresh food. The Collective has chosen this community event to showcase our programs and offer free bicycle parking to encourage folks to ride instead of drive. This summer the Collective had a new location in the park, and with that we parked a total of 1611 bikes over 20 weeks with a low of 22 bikes (last day) and a high of 125 bikes (July 15). Our average was 81 bikes per weekend.

== Bicycle Education Project ==

On May 13th, the Collective offered its very first Road I course to 12 students. This 9-hour course spent on the bike and in the classroom is the flagship “effective cycling” curriculum taught around the country. Bike Ed is heralded as the nation’s leading training program to make bicycling safe and effective. The League of American Bicyclists has developed the course curriculums for kids and adults. Additional courses are available specifically for bicycle commuters, group riding, and even motorists. All courses are taught by League Certified Instructors (LCI) who are required to attend the prerequisite Road I course, study for and pass a pre-seminar exam, and attend a weekend-long seminar.

On June 23-25, the Collective hosted the LCI training seminar where 11 candidates were successfully certified. Utah now has 18 LCIs and one of the highest LCI to population ratio in the country. The 10 LCIs on part-time staff taught over 30 classes combined including:
Road I courses in Salt Lake, Ogden, and Logan

Kids courses at Taylorsville PTA, Beacon Heights Elementary, the entire 5th grade at William Penn Elementary, GS Troop 452, and Ogden

Bike Rodeo at Willow Springs Elementary on Sept 21st with 650 participants

The Bicycle Education (Bike Ed) project proposal received funding from the Transportation Enhancements (TE) program with key sponsorship from UDOT. While TE money is usually spent on bricks and mortar projects, education was recently added to the program’s eligibility criteria. With funding at $200,000 for a 2-year project, the goals are 1) to recruit 250 students, 2) achieve 100% helmet use for participants, and 3) create new Bike Ed programs elsewhere. Long-term goals are to increase the number of bike commuters in Salt Lake and decrease the numbers of bike injuries and fatalities.

=== Description of [http://www.slcbikecollective.org/content/view/98/40/ Road I] ===

Road I gives cyclists the confidence they need to ride safely and legally in traffic or on the trail. The course also covers bicycle safety checks, fixing a flat, on-bike skills and crash avoidance techniques and includes a student manual. Recommended for adults and children above age fourteen, this fast-paced, nine-hour course prepares cyclists for a full understanding of vehicular cycling.

=== Description of [http://www.slcbikecollective.org/content/view/71/40/ Kids I] and [http://www.slcbikecollective.org/content/view/72/40/ Kids II] ===

We talk about what an "edge" is, learn left and right (to look L-R-L), talk about what we are looking for, learn to tell the difference between moving and stopped cars, near and far ones and learn to use the pedestrian buttons. It is amazing to have them stand up and learn to stand in one place for two minutes -- the time a traffic light can take to change. It is an eternity to them. But they learn what the wait feels like.

== Bike Ed events - Highlights ==

=== Bike safety presentation Thursday 9/14 in Taylorsville ===

LCIs Doug, Chris, Ashley, and Ron were highly creative in keeping the attention of the kids by teaching skills and doing on-bike demonstrations in the school cafeteria. The event was planned for 130 kids, but due to heavy rains, about 15 kids ranging in age from 4 to about 12 showed up with a half dozen parents.

The 5 instructors were Doug (lead), Susan, Erik, Ashley and me (Chris). We started with the Kid's Eye View Video. Doug was emcee and (indoor) bike skills demonstrator. Eric impressed me with his ability to connect with the kids in presenting the ABC Quick check. There were some really sharp kids, as well as some ringers who had previously had Doug's Kids 2 class. Susan did a presentation for the parents, while Ashley and Chris offered instruction for the kids. It went well -- especially given the age spread. Those who attended got a lot out of it and enjoyed themselves. We'll have to wait and see how things go when we have 130 kids in a group.

While teaching kids has its challenges, it is also a blast! They come up with the greatest comments and observations. They taught how some flats are caused by "pokies" and other are caused by "pinchies". You can see in the eyes of our students, young or old, the desire to progress in their skills and enjoyment of cycling, and if we can deliver, we have made a positive difference. Combine solid teaching and solid principles and you have hope for the future out on the road on bikes and in cars. Our job as instructors is to sell the concept that safe = fun = cool.

=== Beacon Heights Kids I ===

The big news, however, is that Jonathan got one little girl well on her way to riding without training wheels!

== Earn-a-Bike Courses ==

=== YouthCity Bike Bonanza ===

In the Bike Bonanza class, kids choose a bike of their liking from the Collective’s inventory, strip it down to the frame, and build the bicycle under the direction of volunteer staff or a previous course graduate.

Instead of building a bike for herself, one of the middle school kids in our Earn-a-bike class built it for her younger brother as a Christmas present. We were so impressed by her maturity and generosity that we surprised her with a bike for herself. When asked to write a letter explaining why she was getting the bike for free, she responded:

''"Dear Jon,''

''I'm getting this bike for free because... It's going to my brother for Christmas. I have worked hard on this bike. I'm scared that he will get beat up cause of the way his bike is painted. I'm giving this other bike to you so you can spray paint it and use it. It's a present.''

''Thank you so much,''
''Cydney"''

=== YouthCity ArtCycle Apprenticeship Program ===

Our YouthCity partners Erica Frumin and Jay Vasquez guided high school students through the process of rebuilding bicycles for themselves and others in the community. The new apprenticeship program ran 3 days a week from June 20 to August 16 for the summer session, and 2 days weekly from October 4 to December 13 for the fall session. We enjoyed the participation of 11 high school students in the summer session and 9 kids in the fall session. Two Road I courses were taught to each group on July 8th and October 14th. Students kicked-off the fall session, by collecting bicycles in a neighborhood bike drive. Participants in the summer session were able to promote the Collective and Artcycle program by partnering with youth in Spy Hop Production's "Loud and Clear Youth Radio."

'''Erica writes:'''
We are nearly halfway through the ArtCycle program and the kids have learned so much from all of the experiences made available through the collective. This past weekend seven of the youth from the ArtCycle program and myself participated in the first Road I course. We all learned a ton about the safest ways to ride on the road. I look forward to the rest of the students participating in the course.

I see improvements at the Collective everyday. From the reorganization of the space, to the water-cooler and wireless internet, the collective has become a great learning environment. Many of the directors and volunteers were very helpful in getting the space ready. Ron, Russ, and Jonathan have come to our program and wrenched on bikes with the kids. Jonathan has been the invaluable go-to-guy. He has been incredibly dependable in assisting the YouthCity ArtCycle program. You have a great crew. It's very exciting to see all the improvements and response from the community.
Thanks so much

== Continuing Education ==

During the past year the University of Utah Continuing Education Lifelong Learning program continued to offer bike repair classes held at the Collective. In the spring, a beginning bike repair class was offered and had 12 students. Adult students from across the Wasatch Front learned basic bike repair skills such as repairing flats, basic gear adjustment, and road/trail side maintenance. An intermediate class of six students used the shop to learn about drivetrain cleaning and adjustment, wheel truing and hub overhaul, and headset and brake maintenance. A second intermediate class was held in the summer with eight students. The classes offer another way to bring new people in contact with the Collective, and three bikes were donated from previous Continuing Education students.

== Community Outreach ==

=== [http://www.theirc.org/ International Rescue Committee (IRC)] ===

The Collective first partnered with the IRC in 2004 to provide transportation bikes and kids bikes to Somali Bantu refugee families. In 2006 the Collective refurbished and donated 31 bikes to 31 adult refugees, and 24 kids' bikes and helmets through the Youth City project.

Diane Browning writes:
IRC brings adult refugees who have gotten a job to the Collective where
the Collective volunteers then select and fit a bike appropriate for
each individual. This "gift" to these refugees means that they do not
have to walk to and from home, work, school, and social service
appointments. Often times, bus routes and Trax stations are many blocks
away from their homes. It is often I see a refugee with his new bike
pedaling to the Trax station - a huge smile born of independence on his
face!

8 Sudanese men received bikes that they used to get them home from night
classes at Salt Lake Community College - after the buses stop running.
14 Somali men used the bikes fitted for them to access social services
for their families, as well as for the primary means of transportation
to work.
3 Burmese men received bikes to assist them in going to their employment
as professional interpreters at various appointments throughout the
valley.
4 Mesketian Turk men and 2 women ride their bikes for "exercise" and
"enjoyment" with their children.

Refugees are people forced to flee their homeland due to persecution
based on race, religion, or membership in a particular social group.
With a well-founded fear of death, imprisonment or torture should they
return to their home, they find a new life in the Utah community and
hope to restore dignity, respect and opportunity to their lives. Each
year, the IRC resettles 400 refugees. The Salt Lake Bicycle Collective
is valued partner is fostering self-reliance and enabling opportunity to
all refugees.

=== Founder’s Day Festival at the Columbus Center ===

At the Founder's Day Festival, the Collective donated 17 kids bikes to be used for a Bicycle Clinic and then distributed to local neighborhood children who are mostly refugees. We plan to provide repairs and teach the kids how to work on their bikes.

=== Curb your car month September ===

During September and surrounding the global World Car Free Day on September 22, the Collective was included in the press as the Mayor of Salt Lake City asked residents to leave their cars at home and help improve air quality. UTA offered free passes to first time users. The Collective partnered with REI to offer bicycle checks and safety courses.

=== Bike Week 2006 ===

May is officially bike month, as such there is at least one solid week of bicycle activities that we participate in. We ran a movie night sponsored by Spin Cycle. We also parked bikes and wrenched at the Bike Bonanza.

== The Future, 2007 and beyond ==

=== Salt Lake Intermodal Hub Bike Transit Center ===

The Collective is in the planning stages with UTA to create a complete and comprehensive cyclist center at the up and coming Downtown Intermodal Hub.
Soon, the Intermodal Hub will be the transportation junction for Salt Lake City. There will be lines coming from Ogden, connecting to existing TRAX, and eventually going to the Airport. This creates an excellent opportunity to promote the bicycle as a valid transportation option in our community.
Components of a bikestation could include:
* Bicycle Check. an indoor facility with security and/or supervision
* Showers & Lockers. A big benefit to this physical mode of transportation.
* Bike Maintenance and Repair.
* Commuting Accessories. offer the basics for getting around town
* Rentals. Simple rentals of brand new bicycles for tourist or local use.
* Cycling Resources. Resources and knowledgeable staff to answer questions
* Tours. the best way to experience the sights and sounds of Salt Lake is by bike
* Youth Employment. an excellent opportunity for Youth Employment Programs
* Jordan River Parkway. position the Cyclist Center near the Jordan River Parkway

=== BikeEd partnership with Manufacturers ===

The Collective approached the League of American Bicyclists with the idea to partner with bicycle manufacturers to recruit their customers to take the Bike Ed courses. The program is similar to the (motorcycle program) in that product manufacturers will provide financial support for the courses and the customers will then be armed with the knowledge of what gear they need. There will be a BikeEd training for shop staff/ownership administered by local LCIs, and courses for customers could be taught at or near the local bike shops as convenient venues. The League is on board with the new idea and the Salt Lake City Bicycle Collective will pilot this program.

=== [http://www.bikecollectives.org/ Bike Collective Network] ===

''The mission of the Bike Collective Network is to strengthen and encourage communication and resource sharing between existing and future community bike shops. Collectively we can improve a bigger wheel as opposed to re-inventing smaller ones.''

When Jonathan started working full-time, he initiated this web-based resource in order to capture the successes and failures of other organizations and programs.

=== Expansion of Earn-a-Bike Classes ===

We have had such a great experience with our YouthCity partnership that we decided expand the program. Starting in the beginning of January 2007 we be offering Earn-a-Bike classes to the children in the YWCA program.

== Sponsors and Volunteers ==

This has been a landmark year for us, and we owe that all to you! If you aren't sure you deserve such credit, think again. We are truly lucky to have all the volunteers, donors, students, partnerships, and exciting people that collectively make us happen. Cheers to a fantastic year, and a new years resolution to make 2007 even better.

=== Financial Donors ===

Thank you to the following sponsors for supporting our success in 2006

* George S. and Dolores Dore Eccles Foundation
* Wells Fargo
* Tides Foundation
* John C. Griswold Foundation
* UDOT
* Lou Melini and Cindy Dangerfield at Willow Creek Pediatrics for your donations

=== Earn-a-Bike ===

Mark Kennedy, Mike Haring, Pete Stoughton, Patrick Phillips, Janet Wolfe, Ken Perko, and Kim Thomas for support with YouthCity Bike Bonanza

Erica Frumin, Jay Vasquez, Eric Estlund, Ryan Lewis, Dan Gerhart, and Kim Thomas for support with the YouthCity ArtCycle Apprenticeship
(http://www.slcbikecollective.org/content/view/94/1/)

=== YouthCity Apprentices ===

'''Summer 2006'''

Dakota Broadhead, Brandon Cooley, Mike Diniz, Kailani Greyeyes, Jayson Helsley, Devin Johnson, Holly Leopardi, Rubel Martinez, Jeff Medina, Tryana Scaramella, Dan Q. Tham

'''Fall 2006'''

Kenzie Hamblin, Alexis Day, Jesus Solis, Tyler Armstrong, Tommy Russell, Joshua Alvarez, Ciara Cruz, Deyshawn Chapman

=== Community Bike Shop ===

XMission, Patrick Beecroft, Clinton Watson, Mark Wade, Russ Hopkins, Erica Frumin, Inacio Lopez, Eric Estlund, Kemmer Evans, Kahea Hendrickson, Tim Bardsley, Cristian Vicari, John Malloy, Robert Williams, Daniel Schmidt, Don Ries, Todd, Cal, Michael Diniz, and others who have helped make the shop the inviting, community hub that it is.

=== Valet Bicycle Parking ===

Max Shrives, Ross Sullivan, Ron Ferrucci, Brian Price, Ali Knutson, Patrick Beecroft, Tamara Artz, Michael Wise, Brenton Chu, Edward Whitney, Joellyn Manville, Sundra Allen, and Mike Glasgow for offering bike valet at the Downtown Farmer’s Market

=== Signs ===

YESCo, Steve White, Will Moulton, Gary Manville, and Red Rock Signs for our beautiful exterior furnishings

=== Office Furniture ===

Stephanie Harpst and Kathi Mulchin of Wells Fargo for in-kind donations of telescoping stools, our office desk and chair, a podium, coat rack, rolling white board, and our new display case.

=== Transportation ===

Brian Price, Charlie Saba, Clinton Watson and James Fire for vehicular support

=== Storage ===

John and Bill Delvie of Delvie Plastics for the extra shop storage

=== Graphic Art ===

Bonie and Tara Shupe of Girl Friday Designs for our impressive appearance in print

=== Media Coverage ===

Ori Hoffer from Park City TV

The Ladybug Liz and KRCL for recording and producing our radio PSA

=== League Certified Instructors (LCIs) ===

All the LCIs for their enthusiasm and willingness to contribute and help build a new program: Ashley Keene, Bob Bayn, Brian Carter, Eric Estlund, Ronald Ferrucci, Mike Glasgow, Theron Jeppson, Doug Openshaw, Maurice Park, Brian Price, Christopher Quann, Susan Snyder, Don Williams, Micheal Wise, and Brad Woods

=== [http://www.slcbikecollective.org/content/view/123/1/ Founders' Day Festival Bike Repair Clinic] ===

Marlin Shields, Max Shrives, Maurice Park, Tim Williams & the Columbus Center for participation at the Founders' Day Festival Bike Repair Clinic.

=== BikeEd ===

Eli (last name), Brin Bon, Theron Jeppson for contributions to the Bicycle Education Project grant proposal.

Special thanks to Sharon Briggs for gathering support at UDOT and being instrumental in providing the sponsorship for the Bicycle Education Project proposal.

== Bike Collective Awards ==

In the final 2006 issue of Cycling Utah the Salt Lake City Bicycle Collective was named the Road Club of the Year. And Jason Bultman, the Collective’s President, took home the award for "Bicycle Advocate of the Year."
(Excerpts here – get permission)

Thank you for the honors Cycling Utah. We are lucky to have Dave Ward and Dave Iltis as the publisher and editor of Cycling Utah, for their commitment and generosity to bicycle advocacy in Utah. And thanks to the leadership of Lou Melini at the MBAC and Dan Fazini Jr at the SLCBAC, support for bicycling is strong in both the City and County governments. In January 2007 Mayor Rocky Anderson and his staff created a strong “complete streets” policy by issuing an executive order which “…requires the City to establish pedestrian and bicycle ways in new City construction or reconstruction projects in the public right of way.” Thanks to all of you who have been active in your community or government to support bicycling.

== Contact information ==

* Mailing Address
PO Box 2400
Salt Lake City, UT 84110

* Community Bike Shop
2312 S. West Temple
Salt Lake City, UT 84115

* Website: [http://www.slcbikecollective.org/ www.slcbikecollective.org]
* Phone: 801-FAT-BIKE (801-328-2453)
* Fax: 801-466-3856

SLCBC 2006 Annual Report

2007-03-27T15:30:38Z

67.166.123.154: Why would you do that to a non-profit?

[[Image:slcbikecollective_logo.gif|thumb|Salt Lake City Bicycle Collective]]

'''NOTE: THIS IS ONLY A DRAFT'''

'''[[Salt Lake City Bicycle Collective]] 2006 Annual Report'''

''Building community with bicycles''

== Director’s Report 2006 ==

This was the year of the Salt Lake City Bicycle Collective. To quote an award given by Cycling Utah, “The Salt Lake Bicycle Collective (www.slcbikecollective.org) runs on one gear. Fast.” Thanks to our wonderful volunteers, partnerships, donors, and general community support we are celebrating significant achievements in 2006, milestones that have set the stage for a powerful 2007.

The most noteworthy accomplishments were the hiring of the first full-time employee, launching Utah’s first BikeEd program, becoming the free helmet distribution point, spearheading a national network of community bicycle organizations, and offering more youth programs than ever before. Fueled with more volunteers, participants and programs than ever before this deceivingly small organization is poised to transform bicycling in Salt Lake, and be a riding force in making our community more Bicycle Friendly.

== Mission Statement ==

The mission of the Salt Lake City Bicycle Collective is to promote cycling as an effective and sustainable form of transportation and as a cornerstone of a cleaner, healthier, and safer society. The Bicycle Collective provides refurbished bicycles and educational programs to the community, focusing on children and lower income households.

== History ==

The Collective was founded in April, 2002, by six enthusiastic bicycle advocates. We set out to share the virtues of bicycling with our community and build the bicycling environment with a creative advocacy organization. Along with providing the gathering place, tools, education, art projects, and community services, the Collective is about having fun while helping others.

== Community Bicycle Shop ==

We talk about what an "edge" is, learn left and right (to look L-R-L), talk about what we are looking for, learn to tell the difference between moving and stopped cars, near and far ones and learn to use the pedestrian buttons. It is amazing to have them stand up and learn to stand in one place for two minutes -- the time a traffic light can take to change. It is an eternity to them. But they learn what the wait feels like.

== Bike Ed events - Highlights ==

=== Bike safety presentation Thursday 9/14 in Taylorsville ===

LCIs Doug, Chris, Ashley, and Ron were highly creative in keeping the attention of the kids by teaching skills and doing on-bike demonstrations in the school cafeteria. The event was planned for 130 kids, but due to heavy rains, about 15 kids ranging in age from 4 to about 12 showed up with a half dozen parents.

The 5 instructors were Doug (lead), Susan, Erik, Ashley and me (Chris). We started with the Kid's Eye View Video. Doug was emcee and (indoor) bike skills demonstrator. Eric impressed me with his ability to connect with the kids in presenting the ABC Quick check. There were some really sharp kids, as well as some ringers who had previously had Doug's Kids 2 class. Susan did a presentation for the parents, while Ashley and Chris offered instruction for the kids. It went well -- especially given the age spread. Those who attended got a lot out of it and enjoyed themselves. We'll have to wait and see how things go when we have 130 kids in a group.

While teaching kids has its challenges, it is also a blast! They come up with the greatest comments and observations. They taught how some flats are caused by "pokies" and other are caused by "pinchies". You can see in the eyes of our students, young or old, the desire to progress in their skills and enjoyment of cycling, and if we can deliver, we have made a positive difference. Combine solid teaching and solid principles and you have hope for the future out on the road on bikes and in cars. Our job as instructors is to sell the concept that safe = fun = cool.

=== Beacon Heights Kids I ===

The big news, however, is that Jonathan got one little girl well on her way to riding without training wheels!

== Earn-a-Bike Courses ==

=== YouthCity Bike Bonanza ===

In the Bike Bonanza class, kids choose a bike of their liking from the Collective’s inventory, strip it down to the frame, and build the bicycle under the direction of volunteer staff or a previous course graduate.

Instead of building a bike for herself, one of the middle school kids in our Earn-a-bike class built it for her younger brother as a Christmas present. We were so impressed by her maturity and generosity that we surprised her with a bike for herself. When asked to write a letter explaining why she was getting the bike for free, she responded:

''"Dear Jon,''

''I'm getting this bike for free because... It's going to my brother for Christmas. I have worked hard on this bike. I'm scared that he will get beat up cause of the way his bike is painted. I'm giving this other bike to you so you can spray paint it and use it. It's a present.''

''Thank you so much,''
''Cydney"''

=== YouthCity ArtCycle Apprenticeship Program ===

Our YouthCity partners Erica Frumin and Jay Vasquez guided high school students through the process of rebuilding bicycles for themselves and others in the community. The new apprenticeship program ran 3 days a week from June 20 to August 16 for the summer session, and 2 days weekly from October 4 to December 13 for the fall session. We enjoyed the participation of 11 high school students in the summer session and 9 kids in the fall session. Two Road I courses were taught to each group on July 8th and October 14th. Students kicked-off the fall session, by collecting bicycles in a neighborhood bike drive. Participants in the summer session were able to promote the Collective and Artcycle program by partnering with youth in Spy Hop Production's "Loud and Clear Youth Radio."

'''Erica writes:'''
We are nearly halfway through the ArtCycle program and the kids have learned so much from all of the experiences made available through the collective. This past weekend seven of the youth from the ArtCycle program and myself participated in the first Road I course. We all learned a ton about the safest ways to ride on the road. I look forward to the rest of the students participating in the course.

I see improvements at the Collective everyday. From the reorganization of the space, to the water-cooler and wireless internet, the collective has become a great learning environment. Many of the directors and volunteers were very helpful in getting the space ready. Ron, Russ, and Jonathan have come to our program and wrenched on bikes with the kids. Jonathan has been the invaluable go-to-guy. He has been incredibly dependable in assisting the YouthCity ArtCycle program. You have a great crew. It's very exciting to see all the improvements and response from the community.
Thanks so much

== Continuing Education ==

During the past year the University of Utah Continuing Education Lifelong Learning program continued to offer bike repair classes held at the Collective. In the spring, a beginning bike repair class was offered and had 12 students. Adult students from across the Wasatch Front learned basic bike repair skills such as repairing flats, basic gear adjustment, and road/trail side maintenance. An intermediate class of six students used the shop to learn about drivetrain cleaning and adjustment, wheel truing and hub overhaul, and headset and brake maintenance. A second intermediate class was held in the summer with eight students. The classes offer another way to bring new people in contact with the Collective, and three bikes were donated from previous Continuing Education students.

== Community Outreach ==

=== [http://www.theirc.org/ International Rescue Committee (IRC)] ===

The Collective first partnered with the IRC in 2004 to provide transportation bikes and kids bikes to Somali Bantu refugee families. In 2006 the Collective refurbished and donated 31 bikes to 31 adult refugees, and 24 kids' bikes and helmets through the Youth City project.

Diane Browning writes:
IRC brings adult refugees who have gotten a job to the Collective where
the Collective volunteers then select and fit a bike appropriate for
each individual. This "gift" to these refugees means that they do not
have to walk to and from home, work, school, and social service
appointments. Often times, bus routes and Trax stations are many blocks
away from their homes. It is often I see a refugee with his new bike
pedaling to the Trax station - a huge smile born of independence on his
face!

8 Sudanese men received bikes that they used to get them home from night
classes at Salt Lake Community College - after the buses stop running.
14 Somali men used the bikes fitted for them to access social services
for their families, as well as for the primary means of transportation
to work.
3 Burmese men received bikes to assist them in going to their employment
as professional interpreters at various appointments throughout the
valley.
4 Mesketian Turk men and 2 women ride their bikes for "exercise" and
"enjoyment" with their children.

Refugees are people forced to flee their homeland due to persecution
based on race, religion, or membership in a particular social group.
With a well-founded fear of death, imprisonment or torture should they
return to their home, they find a new life in the Utah community and
hope to restore dignity, respect and opportunity to their lives. Each
year, the IRC resettles 400 refugees. The Salt Lake Bicycle Collective
is valued partner is fostering self-reliance and enabling opportunity to
all refugees.

=== Founder’s Day Festival at the Columbus Center ===

At the Founder's Day Festival, the Collective donated 17 kids bikes to be used for a Bicycle Clinic and then distributed to local neighborhood children who are mostly refugees. We plan to provide repairs and teach the kids how to work on their bikes.

=== Curb your car month September ===

During September and surrounding the global World Car Free Day on September 22, the Collective was included in the press as the Mayor of Salt Lake City asked residents to leave their cars at home and help improve air quality. UTA offered free passes to first time users. The Collective partnered with REI to offer bicycle checks and safety courses.

=== Bike Week 2006 ===

May is officially bike month, as such there is at least one solid week of bicycle activities that we participate in. We ran a movie night sponsored by Spin Cycle. We also parked bikes and wrenched at the Bike Bonanza.

== The Future, 2007 and beyond ==

=== Salt Lake Intermodal Hub Bike Transit Center ===

The Collective is in the planning stages with UTA to create a complete and comprehensive cyclist center at the up and coming Downtown Intermodal Hub.
Soon, the Intermodal Hub will be the transportation junction for Salt Lake City. There will be lines coming from Ogden, connecting to existing TRAX, and eventually going to the Airport. This creates an excellent opportunity to promote the bicycle as a valid transportation option in our community.
Components of a bikestation could include:
* Bicycle Check. an indoor facility with security and/or supervision
* Showers & Lockers. A big benefit to this physical mode of transportation.
* Bike Maintenance and Repair.
* Commuting Accessories. offer the basics for getting around town
* Rentals. Simple rentals of brand new bicycles for tourist or local use.
* Cycling Resources. Resources and knowledgeable staff to answer questions
* Tours. the best way to experience the sights and sounds of Salt Lake is by bike
* Youth Employment. an excellent opportunity for Youth Employment Programs
* Jordan River Parkway. position the Cyclist Center near the Jordan River Parkway

=== BikeEd partnership with Manufacturers ===

The Collective approached the League of American Bicyclists with the idea to partner with bicycle manufacturers to recruit their customers to take the Bike Ed courses. The program is similar to the (motorcycle program) in that product manufacturers will provide financial support for the courses and the customers will then be armed with the knowledge of what gear they need. There will be a BikeEd training for shop staff/ownership administered by local LCIs, and courses for customers could be taught at or near the local bike shops as convenient venues. The League is on board with the new idea and the Salt Lake City Bicycle Collective will pilot this program.

=== [http://www.bikecollectives.org/ Bike Collective Network] ===

''The mission of the Bike Collective Network is to strengthen and encourage communication and resource sharing between existing and future community bike shops. Collectively we can improve a bigger wheel as opposed to re-inventing smaller ones.''

When Jonathan started working full-time, he initiated this web-based resource in order to capture the successes and failures of other organizations and programs.

=== Expansion of Earn-a-Bike Classes ===

We have had such a great experience with our YouthCity partnership that we decided expand the program. Starting in the beginning of January 2007 we be offering Earn-a-Bike classes to the children in the YWCA program.

== Sponsors and Volunteers ==

This has been a landmark year for us, and we owe that all to you! If you aren't sure you deserve such credit, think again. We are truly lucky to have all the volunteers, donors, students, partnerships, and exciting people that collectively make us happen. Cheers to a fantastic year, and a new years resolution to make 2007 even better.

=== Financial Donors ===

Thank you to the following sponsors for supporting our success in 2006

* George S. and Dolores Dore Eccles Foundation
* Wells Fargo
* Tides Foundation
* John C. Griswold Foundation
* UDOT
* Lou Melini and Cindy Dangerfield at Willow Creek Pediatrics for your donations

=== Earn-a-Bike ===

Mark Kennedy, Mike Haring, Pete Stoughton, Patrick Phillips, Janet Wolfe, Ken Perko, and Kim Thomas for support with YouthCity Bike Bonanza

Erica Frumin, Jay Vasquez, Eric Estlund, Ryan Lewis, Dan Gerhart, and Kim Thomas for support with the YouthCity ArtCycle Apprenticeship
(http://www.slcbikecollective.org/content/view/94/1/)

=== YouthCity Apprentices ===

'''Summer 2006'''

Dakota Broadhead, Brandon Cooley, Mike Diniz, Kailani Greyeyes, Jayson Helsley, Devin Johnson, Holly Leopardi, Rubel Martinez, Jeff Medina, Tryana Scaramella, Dan Q. Tham

'''Fall 2006'''

Kenzie Hamblin, Alexis Day, Jesus Solis, Tyler Armstrong, Tommy Russell, Joshua Alvarez, Ciara Cruz, Deyshawn Chapman

=== Community Bike Shop ===

XMission, Patrick Beecroft, Clinton Watson, Mark Wade, Russ Hopkins, Erica Frumin, Inacio Lopez, Eric Estlund, Kemmer Evans, Kahea Hendrickson, Tim Bardsley, Cristian Vicari, John Malloy, Robert Williams, Daniel Schmidt, Don Ries, Todd, Cal, Michael Diniz, and others who have helped make the shop the inviting, community hub that it is.

=== Valet Bicycle Parking ===

Max Shrives, Ross Sullivan, Ron Ferrucci, Brian Price, Ali Knutson, Patrick Beecroft, Tamara Artz, Michael Wise, Brenton Chu, Edward Whitney, Joellyn Manville, Sundra Allen, and Mike Glasgow for offering bike valet at the Downtown Farmer’s Market

=== Signs ===

YESCo, Steve White, Will Moulton, Gary Manville, and Red Rock Signs for our beautiful exterior furnishings

=== Office Furniture ===

Stephanie Harpst and Kathi Mulchin of Wells Fargo for in-kind donations of telescoping stools, our office desk and chair, a podium, coat rack, rolling white board, and our new display case.

=== Transportation ===

Brian Price, Charlie Saba, Clinton Watson and James Fire for vehicular support

=== Storage ===

John and Bill Delvie of Delvie Plastics for the extra shop storage

=== Graphic Art ===

Bonie and Tara Shupe of Girl Friday Designs for our impressive appearance in print

=== Media Coverage ===

Ori Hoffer from Park City TV

The Ladybug Liz and KRCL for recording and producing our radio PSA

=== League Certified Instructors (LCIs) ===

All the LCIs for their enthusiasm and willingness to contribute and help build a new program: Ashley Keene, Bob Bayn, Brian Carter, Eric Estlund, Ronald Ferrucci, Mike Glasgow, Theron Jeppson, Doug Openshaw, Maurice Park, Brian Price, Christopher Quann, Susan Snyder, Don Williams, Micheal Wise, and Brad Woods

=== [http://www.slcbikecollective.org/content/view/123/1/ Founders' Day Festival Bike Repair Clinic] ===

Marlin Shields, Max Shrives, Maurice Park, Tim Williams & the Columbus Center for participation at the Founders' Day Festival Bike Repair Clinic.

=== BikeEd ===

Eli (last name), Brin Bon, Theron Jeppson for contributions to the Bicycle Education Project grant proposal.

Special thanks to Sharon Briggs for gathering support at UDOT and being instrumental in providing the sponsorship for the Bicycle Education Project proposal.

== Bike Collective Awards ==

In the final 2006 issue of Cycling Utah the Salt Lake City Bicycle Collective was named the Road Club of the Year. And Jason Bultman, the Collective’s President, took home the award for "Bicycle Advocate of the Year."
(Excerpts here – get permission)

Thank you for the honors Cycling Utah. We are lucky to have Dave Ward and Dave Iltis as the publisher and editor of Cycling Utah, for their commitment and generosity to bicycle advocacy in Utah. And thanks to the leadership of Lou Melini at the MBAC and Dan Fazini Jr at the SLCBAC, support for bicycling is strong in both the City and County governments. In January 2007 Mayor Rocky Anderson and his staff created a strong “complete streets” policy by issuing an executive order which “…requires the City to establish pedestrian and bicycle ways in new City construction or reconstruction projects in the public right of way.” Thanks to all of you who have been active in your community or government to support bicycling.

== Contact information ==

* Mailing Address
PO Box 2400
Salt Lake City, UT 84110

* Community Bike Shop
2312 S. West Temple
Salt Lake City, UT 84115

* Website: [http://www.slcbikecollective.org/ www.slcbikecollective.org]
* Phone: 801-FAT-BIKE (801-328-2453)
* Fax: 801-466-3856

Bicycle Collective Home

2007-03-21T14:30:54Z

67.166.123.154: /* Proposals */

[[Image:slcbikecollective_logo.gif|thumb|Salt Lake City Bicycle Collective]]

This is the [[Main Page|BikeCollectiveWiki]]'s home page for the [[Salt Lake City Bicycle Collective]].

== Digital Library ==

This is a combination of topics and links that make up their digital library. (Linked off of the main web site, [http://www.slcbikecollective.org/ www.slcbikecollective.org].)

=== Manuals ===

* [[SLC Bicycle Collective Volunteer Manual]]
* [[Shop Manual]]
* [[SLCBC By-laws]]
* [[Salt Lake City Bicycle Collective History]]

=== BikeEd ===

* [[Dear Parent (English)]], [[Querido Padre (Español)]]
* [[ABC Quick Check]]
* [[Riding on the Sidewalk]]
* [[How to teach a child to ride a bike]]

=== Utah Specific ===

* [[The "keep right" rule in Utah]]
* [[Utah Bicycle Commuter Guide]]
* [[Utah Bike Maps]]

=== Proposals ===

* [[SLCBC Earn-a-Bike Grant Writing]]
* [[Earn-A-Bike Funding Proposal]]
* [[SLCBC BikeEd Marketing Proposal]]
* [[SLCBC BikeEd 2007 Marketing RFP]]
* [[SLCBC BikeEd and Manufacturers Proposal]]
* [[SLCBC Video Project]]
* [[SLCBC Membership Proposal]]
* [[SLCBC 4th Annual Pedal Pusher Film Festival]]

=== Grants ===

* [[SLCBC Intermodal Hub BikeStation TE Application]]
* [[SLCBC Hemingway Foundation Grant]]

=== Reports ===

* [[SLCBC 2006 Annual Report]]

=== Meeting Minutes ===

''Minutes prior to March 2007 are on paper file''

* [[SLCBC March 6, 2007 Board Meeting]]
* [[SLCBC March 5, 2007 Board Email Vote]]

== Website ==

* http://www.slcbikecollective.org/

Bicycle Collective History

2007-03-07T20:11:05Z

67.166.123.154: /* Changing Faces in 2004/2005 */

This is the history of the Salt Lake City Bicycle Collective.

== The Idea and Founders ==

The concept of a Community Bike Shop was presented at a Mayor's Bicycle Advisory Committee (MBAC) by Brenton Chu in 2001. While it was well received, the MBAC didn't have the resources to support it. However, there were some folks attending the meeting that were interested in trying separate of the MBAC. Those individuals also found some other enthusiastic cycling advocates at Critical Mass and they all began talking.

The Salt Lake City Bicycle Cooperative was initially incorporated in 2002 by Jonathan Morrison, Edward Whitney, Brenton Chu, Brian Price, and Jesse Ratzkin. Very early in that process Brenton moved to NYC to pursue film and Jason Bultman came aboard. In talking to a lawyer about 501(c)(3) status, we found out that Utah State has a specific definition of [[Cooperatives]] that we didn't fit it. So we re-instated our articles of incorporation as the [[Salt Lake City Bicycle Collective]] and officially added Jason.

Edward Whitney, aka fast-eddy, found $5,000 from a friend with a family foundation. This seed money galvanized our belief that 'this' might work. We used it to pay for a lawyer and consult with an accountant. Thanks to Brian Price, who filled out everything and dealt with the lawyers, we were able to apply for our 501(c)(3) status. Prior to this point we didn't know how to pay for this so considered selling Jesse to medical science and even crazy ideas like keg parties. Jesse will be missed.

== First Projects ==

=== Space, Tools and Bikes ===

Brian Price was living in a warehouse at the time, so foolishly he offered some of that space up for our operations. We had some personal tools that we pooled together. Even today, there are tools with yellow tape on them, those were Brian's, and the tools that have 'JM' faded on them belonged to Jonathan Morrison. While we had the basic tools covered, we still needed bikes. Using the seed money we put ads in all the local rags, Catalyst, City Weekly, Cycling Utah, etc.,... advertising a Bike Drive. We set up in parks across the city for a few weekends and totaled three bikes. However, while our paid advertisements were a wash, they did catch the eye of a Salt Lake Tribune newspaper reporter, Janet Rae Brooks. She was interested in our project and ran an article in Sunday paper.

The response to the newspaper article was overwhelming. It took three teams the better part of a weekend to drive around in pickup trucks and gather all the bikes. Brian's warehouse was now bike land.

=== Earn-a-Bike ===

Everything is connected, and that article caught the attention of Ken Perko, the Director of YouthCity. He contacted us in 2003 and asked if we would teach a class where the kid's got a bike. They even had a small space at the County Rec Center at (300 E 600 S) we could set up shop in. It was a lifeguard station, so we didn't have a lot of room.

Called Bike Bonanza, the first class was taught by Keith Andersen, a frame builder from Moab with 15 years of experience; Tim Bowman, who was a Mechanical Engineer; Dr. Jesse Ratskin, in the middle of his Post-Doc in mathematics at the University of Utah (we really didn't sell him to medical science); and Jonathan Morrison, who was finishing his degree in Software Engineering. As a factoid, Jonathan didn't even know how to change a bottom bracket when this class started. Rumor has it he has since learned, but you know what they say about rumors.

To make this class extra special we wanted to paint the bikes. Someone mentioned powder coating and Jonathan called every powder coater in the phone book. Tina at Steel Coatings was not only willing to powder coat the bikes, but they also let the kids tour the factory and watch the powder coating process.

This first class was incredible and we some of the kids, now much bigger, volunteer at the collective.

== Changing Faces in 2004/2005 ==

* Jesse Ratzkin finished his Post-Doc and moved to Connecticut.
* Ron Ferrucci moved to Salt Lake from Connecticut to start his Doctorate.
* Richard Hurst found us became one of our directors, delivered ReDirect Guides by bicycle, put himself through the United Bicycle Institute, and kept our ran the open shop (keep reading). Before leaving to work for [[B.I.C.A.S.]] he donated this tools.
* Meara McClenahan took over for Jonathan Morrison and ran the Earn-a-Bike classes.
* Clinton Watson became one of our directors.
* Michael Wise became one of our directors and Treasurer for life.

Factoid: Aside from being smarterer than us, Jesse and Ron both rode fixed gears, wore the same t-shirts, and had shaved heads. Freaky!

== Hunting for a Space ==

Brian's warehouse turned more into a storage unit due to accessibility and privacy. Also the space at the County Rec Center was too small, and while we had a key to the room, we had limited access to the building. So we needed another space.

=== Glendale Plaza ===

Jason Bultman found the Glendale Plaza by pedaling around and was able to negotiate an agreement with the landlord to occupy an otherwise un-usable space in return for repairs. Around this time we met an enthusiastic volunteer, Richard Hurst, who kept the shop open to the public. While the location was in the middle of a demographic we wanted to reach, it was apparently out of the way for most volunteers. We also lacked public traffic and operated at a financial loss. Our time in this space was about a year.

As fate would have it we were ready to sign a lease for $1000 per month when the property owner sold the building. The new owner had a 100% business focus, and was not interested in supporting our cause. He wanted $1,800 per month, and when we said we couldn't manage that he gave us three days to get out. Not suprisingly, years later the space has still never been occupied.

=== Delvie Plastics ===

Right around the time we were being evicted from the Glendale Plaza, Jonathan Morrison was asked to present at an Exchange Club meeting. There were only five members in attendance, but when he mentioned that we were in desperate need of space one member, Bill Delvie, asked, "How much space?"

As it turned out his son, John Delvie, was managing a piece of warehouse property and it was vacant. So we met with John, the price was right, and we signed a lease. John rides his bike to work every day the weather allows, and Bill is a seasoned cyclist that travels the world with his bike.

Factoid: We had under 20 volunteers and 3 U-Hauls move the entire shop from Glendale to South Salt Lake in four hours. By far the most efficient and amazing job in the history of our organization. We never want to do that again.

Bicycle Collective History

2007-03-07T20:01:31Z

67.166.123.154: /* New Faces */

This is the history of the Salt Lake City Bicycle Collective.

== The Idea and Founders ==

The concept of a Community Bike Shop was presented at a Mayor's Bicycle Advisory Committee (MBAC) by Brenton Chu in 2001. While it was well received, the MBAC didn't have the resources to support it. However, there were some folks attending the meeting that were interested in trying separate of the MBAC. Those individuals also found some other enthusiastic cycling advocates at Critical Mass and they all began talking.

The Salt Lake City Bicycle Cooperative was initially incorporated in 2002 by Jonathan Morrison, Edward Whitney, Brenton Chu, Brian Price, and Jesse Ratzkin. Very early in that process Brenton moved to NYC to pursue film and Jason Bultman came aboard. In talking to a lawyer about 501(c)(3) status, we found out that Utah State has a specific definition of [[Cooperatives]] that we didn't fit it. So we re-instated our articles of incorporation as the [[Salt Lake City Bicycle Collective]] and officially added Jason.

Edward Whitney, aka fast-eddy, found $5,000 from a friend with a family foundation. This seed money galvanized our belief that 'this' might work. We used it to pay for a lawyer and consult with an accountant. Thanks to Brian Price, who filled out everything and dealt with the lawyers, we were able to apply for our 501(c)(3) status. Prior to this point we didn't know how to pay for this so considered selling Jesse to medical science and even crazy ideas like keg parties. Jesse will be missed.

== First Projects ==

=== Space, Tools and Bikes ===

Brian Price was living in a warehouse at the time, so foolishly he offered some of that space up for our operations. We had some personal tools that we pooled together. Even today, there are tools with yellow tape on them, those were Brian's, and the tools that have 'JM' faded on them belonged to Jonathan Morrison. While we had the basic tools covered, we still needed bikes. Using the seed money we put ads in all the local rags, Catalyst, City Weekly, Cycling Utah, etc.,... advertising a Bike Drive. We set up in parks across the city for a few weekends and totaled three bikes. However, while our paid advertisements were a wash, they did catch the eye of a Salt Lake Tribune newspaper reporter, Janet Rae Brooks. She was interested in our project and ran an article in Sunday paper.

The response to the newspaper article was overwhelming. It took three teams the better part of a weekend to drive around in pickup trucks and gather all the bikes. Brian's warehouse was now bike land.

=== Earn-a-Bike ===

Everything is connected, and that article caught the attention of Ken Perko, the Director of YouthCity. He contacted us in 2003 and asked if we would teach a class where the kid's got a bike. They even had a small space at the County Rec Center at (300 E 600 S) we could set up shop in. It was a lifeguard station, so we didn't have a lot of room.

Called Bike Bonanza, the first class was taught by Keith Andersen, a frame builder from Moab with 15 years of experience; Tim Bowman, who was a Mechanical Engineer; Dr. Jesse Ratskin, in the middle of his Post-Doc in mathematics at the University of Utah (we really didn't sell him to medical science); and Jonathan Morrison, who was finishing his degree in Software Engineering. As a factoid, Jonathan didn't even know how to change a bottom bracket when this class started. Rumor has it he has since learned, but you know what they say about rumors.

To make this class extra special we wanted to paint the bikes. Someone mentioned powder coating and Jonathan called every powder coater in the phone book. Tina at Steel Coatings was not only willing to powder coat the bikes, but they also let the kids tour the factory and watch the powder coating process.

This first class was incredible and we some of the kids, now much bigger, volunteer at the collective.

== Changing Faces in 2004/2005 ==

* Jesse Ratzkin finished his Post-Doc and moved to Connecticut.
* Ron Ferrucci moved to Salt Lake from Connecticut to start his Doctorate.
* Richard Hurst found us became one of our directors, delivered ReDirect Guides by bicycle, put himself through the United Bicycle Institute, and kept our ran the open shop (keep reading). Before leaving to work for [[B.I.C.A.S.]] he donated this tools.
* Meara McClenahan took over for Jonathan Morrison and ran the Earn-a-Bike classes.
* Clinton Watson became one of our directors.

Factoid: Aside from being smarterer than us, Jesse and Ron both rode fixed gears, wore the same t-shirts, and had shaved heads. Freaky!

== Hunting for a Space ==

Brian's warehouse turned more into a storage unit due to accessibility and privacy. Also the space at the County Rec Center was too small, and while we had a key to the room, we had limited access to the building. So we needed another space.

=== Glendale Plaza ===

Jason Bultman found the Glendale Plaza by pedaling around and was able to negotiate an agreement with the landlord to occupy an otherwise un-usable space in return for repairs. Around this time we met an enthusiastic volunteer, Richard Hurst, who kept the shop open to the public. While the location was in the middle of a demographic we wanted to reach, it was apparently out of the way for most volunteers. We also lacked public traffic and operated at a financial loss. Our time in this space was about a year.

As fate would have it we were ready to sign a lease for $1000 per month when the property owner sold the building. The new owner had a 100% business focus, and was not interested in supporting our cause. He wanted $1,800 per month, and when we said we couldn't manage that he gave us three days to get out. Not suprisingly, years later the space has still never been occupied.

=== Delvie Plastics ===

Right around the time we were being evicted from the Glendale Plaza, Jonathan Morrison was asked to present at an Exchange Club meeting. There were only five members in attendance, but when he mentioned that we were in desperate need of space one member, Bill Delvie, asked, "How much space?"

As it turned out his son, John Delvie, was managing a piece of warehouse property and it was vacant. So we met with John, the price was right, and we signed a lease. John rides his bike to work every day the weather allows, and Bill is a seasoned cyclist that travels the world with his bike.

Factoid: We had under 20 volunteers and 3 U-Hauls move the entire shop from Glendale to South Salt Lake in four hours. By far the most efficient and amazing job in the history of our organization. We never want to do that again.

Bicycle Collective History

2007-03-07T19:52:48Z

67.166.123.154: /* Hunting for a Space */

This is the history of the Salt Lake City Bicycle Collective.

== The Idea and Founders ==

The concept of a Community Bike Shop was presented at a Mayor's Bicycle Advisory Committee (MBAC) by Brenton Chu in 2001. While it was well received, the MBAC didn't have the resources to support it. However, there were some folks attending the meeting that were interested in trying separate of the MBAC. Those individuals also found some other enthusiastic cycling advocates at Critical Mass and they all began talking.

The Salt Lake City Bicycle Cooperative was initially incorporated in 2002 by Jonathan Morrison, Edward Whitney, Brenton Chu, Brian Price, and Jesse Ratzkin. Very early in that process Brenton moved to NYC to pursue film and Jason Bultman came aboard. In talking to a lawyer about 501(c)(3) status, we found out that Utah State has a specific definition of [[Cooperatives]] that we didn't fit it. So we re-instated our articles of incorporation as the [[Salt Lake City Bicycle Collective]] and officially added Jason.

Edward Whitney, aka fast-eddy, found $5,000 from a friend with a family foundation. This seed money galvanized our belief that 'this' might work. We used it to pay for a lawyer and consult with an accountant. Thanks to Brian Price, who filled out everything and dealt with the lawyers, we were able to apply for our 501(c)(3) status. Prior to this point we didn't know how to pay for this so considered selling Jesse to medical science and even crazy ideas like keg parties. Jesse will be missed.

== First Projects ==

=== Space, Tools and Bikes ===

Brian Price was living in a warehouse at the time, so foolishly he offered some of that space up for our operations. We had some personal tools that we pooled together. Even today, there are tools with yellow tape on them, those were Brian's, and the tools that have 'JM' faded on them belonged to Jonathan Morrison. While we had the basic tools covered, we still needed bikes. Using the seed money we put ads in all the local rags, Catalyst, City Weekly, Cycling Utah, etc.,... advertising a Bike Drive. We set up in parks across the city for a few weekends and totaled three bikes. However, while our paid advertisements were a wash, they did catch the eye of a Salt Lake Tribune newspaper reporter, Janet Rae Brooks. She was interested in our project and ran an article in Sunday paper.

The response to the newspaper article was overwhelming. It took three teams the better part of a weekend to drive around in pickup trucks and gather all the bikes. Brian's warehouse was now bike land.

=== Earn-a-Bike ===

Everything is connected, and that article caught the attention of Ken Perko, the Director of YouthCity. He contacted us in 2003 and asked if we would teach a class where the kid's got a bike. They even had a small space at the County Rec Center at (300 E 600 S) we could set up shop in. It was a lifeguard station, so we didn't have a lot of room.

Called Bike Bonanza, the first class was taught by Keith Andersen, a frame builder from Moab with 15 years of experience; Tim Bowman, who was a Mechanical Engineer; Dr. Jesse Ratskin, in the middle of his Post-Doc in mathematics at the University of Utah (we really didn't sell him to medical science); and Jonathan Morrison, who was finishing his degree in Software Engineering. As a factoid, Jonathan didn't even know how to change a bottom bracket when this class started. Rumor has it he has since learned, but you know what they say about rumors.

To make this class extra special we wanted to paint the bikes. Someone mentioned powder coating and Jonathan called every powder coater in the phone book. Tina at Steel Coatings was not only willing to powder coat the bikes, but they also let the kids tour the factory and watch the powder coating process.

This first class was incredible and we some of the kids, now much bigger, volunteer at the collective.

== New Faces ==

* Clinton Watson
* Meara McClenahan
* Richard Hurst

== Hunting for a Space ==

Brian's warehouse turned more into a storage unit due to accessibility and privacy. Also the space at the County Rec Center was too small, and while we had a key to the room, we had limited access to the building. So we needed another space.

=== Glendale Plaza ===

Jason Bultman found the Glendale Plaza by pedaling around and was able to negotiate an agreement with the landlord to occupy an otherwise un-usable space in return for repairs. Around this time we met an enthusiastic volunteer, Richard Hurst, who kept the shop open to the public. While the location was in the middle of a demographic we wanted to reach, it was apparently out of the way for most volunteers. We also lacked public traffic and operated at a financial loss. Our time in this space was about a year.

As fate would have it we were ready to sign a lease for $1000 per month when the property owner sold the building. The new owner had a 100% business focus, and was not interested in supporting our cause. He wanted $1,800 per month, and when we said we couldn't manage that he gave us three days to get out. Not suprisingly, years later the space has still never been occupied.

=== Delvie Plastics ===

Right around the time we were being evicted from the Glendale Plaza, Jonathan Morrison was asked to present at an Exchange Club meeting. There were only five members in attendance, but when he mentioned that we were in desperate need of space one member, Bill Delvie, asked, "How much space?"

As it turned out his son, John Delvie, was managing a piece of warehouse property and it was vacant. So we met with John, the price was right, and we signed a lease. John rides his bike to work every day the weather allows, and Bill is a seasoned cyclist that travels the world with his bike.

Factoid: We had under 20 volunteers and 3 U-Hauls move the entire shop from Glendale to South Salt Lake in four hours. By far the most efficient and amazing job in the history of our organization. We never want to do that again.

Bicycle Collective History

2007-03-07T18:49:55Z

67.166.123.154: /* Delvie Plastics */

This is the history of the Salt Lake City Bicycle Collective.

== The Idea and Founders ==

The concept of a Community Bike Shop was presented at a Mayor's Bicycle Advisory Committee (MBAC) by Brenton Chu in 2001. While it was well received, the MBAC didn't have the resources to support it. However, there were some folks attending the meeting that were interested in trying separate of the MBAC. Those individuals also found some other enthusiastic cycling advocates at Critical Mass and they all began talking.

The Salt Lake City Bicycle Cooperative was initially incorporated in 2002 by Jonathan Morrison, Edward Whitney, Brenton Chu, Brian Price, and Jesse Ratzkin. Very early in that process Brenton moved to NYC to pursue film and Jason Bultman came aboard. In talking to a lawyer about 501(c)(3) status, we found out that Utah State has a specific definition of [[Cooperatives]] that we didn't fit it. So we re-instated our articles of incorporation as the [[Salt Lake City Bicycle Collective]] and officially added Jason.

Edward Whitney, aka fast-eddy, found $5,000 from a friend with a family foundation. This seed money galvanized our belief that 'this' might work. We used it to pay for a lawyer and consult with an accountant. Thanks to Brian Price, who filled out everything and dealt with the lawyers, we were able to apply for our 501(c)(3) status. Prior to this point we didn't know how to pay for this so considered selling Jesse to medical science and even crazy ideas like keg parties. Jesse will be missed.

== First Projects ==

=== Space, Tools and Bikes ===

Brian Price was living in a warehouse at the time, so foolishly he offered some of that space up for our operations. We had some personal tools that we pooled together. Even today, there are tools with yellow tape on them, those were Brian's, and the tools that have 'JM' faded on them belonged to Jonathan Morrison. While we had the basic tools covered, we still needed bikes. Using the seed money we put ads in all the local rags, Catalyst, City Weekly, Cycling Utah, etc.,... advertising a Bike Drive. We set up in parks across the city for a few weekends and totaled three bikes. However, while our paid advertisements were a wash, they did catch the eye of a Salt Lake Tribune newspaper reporter, Janet Rae Brooks. She was interested in our project and ran an article in Sunday paper.

The response to the newspaper article was overwhelming. It took three teams the better part of a weekend to drive around in pickup trucks and gather all the bikes. Brian's warehouse was now bike land.

=== Earn-a-Bike ===

Everything is connected, and that article caught the attention of Ken Perko, the Director of YouthCity. He contacted us in 2003 and asked if we would teach a class where the kid's got a bike. They even had a small space at the County Rec Center at (300 E 600 S) we could set up shop in. It was a lifeguard station, so we didn't have a lot of room.

Called Bike Bonanza, the first class was taught by Keith Andersen, a frame builder from Moab with 15 years of experience; Tim Bowman, who was a Mechanical Engineer; Dr. Jesse Ratskin, in the middle of his Post-Doc in mathematics at the University of Utah (we really didn't sell him to medical science); and Jonathan Morrison, who was finishing his degree in Software Engineering. As a factoid, Jonathan didn't even know how to change a bottom bracket when this class started. Rumor has it he has since learned, but you know what they say about rumors.

To make this class extra special we wanted to paint the bikes. Someone mentioned powder coating and Jonathan called every powder coater in the phone book. Tina at Steel Coatings was not only willing to powder coat the bikes, but they also let the kids tour the factory and watch the powder coating process.

This first class was incredible and we some of the kids, now much bigger, volunteer at the collective.

== Hunting for a Space ==

Brian's warehouse turned more into a storage unit due to accessibility and privacy. Also the space at the County Rec Center was too small, and while we had a key to the room, we had limited access to the building. So we needed another space.

=== Glendale Plaza ===

Jason Bultman found the Glendale Plaza by pedaling around and was able to negotiate an agreement with the landlord to occupy an otherwise un-usable space in return for repairs. Around this time we met an enthusiastic volunteer, Richard Hurst, who kept the shop open to the public. While the location was in the middle of a demographic we wanted to reach, it was apparently out of the way for most volunteers. We also lacked public traffic and operated at a financial loss. Our time in this space was about a year.

As fate would have it we were ready to sign a lease for $1000 per month when the property owner sold the building. The new owner had a 100% business focus, and was not interested in supporting our cause. He wanted $1,800 per month, and when we said we couldn't manage that he gave us three days to get out. Not suprisingly, years later the space has still never been occupied.

=== Delvie Plastics ===

Right around the time we were being evicted from the Glendale Plaza, Jonathan Morrison was asked to present at an Exchange Club meeting. There were only five members in attendance, but when he mentioned that we were in desperate need of space one member, Bill Delvie, asked, "How much space?"

As it turned out his son, John Delvie, was managing a piece of warehouse property and it was vacant. So we met with John, the price was right, and we signed a lease. John rides his bike to work every day the weather allows, and Bill is a seasoned cyclist that travels the world with his bike.

Factoid: We had under 20 volunteers and 3 U-Hauls move the entire shop from Glendale to South Salt Lake in four hours. By far the most efficient and amazing job in the history of our organization. We never want to do that again.

Bicycle Collective History

2007-03-07T18:47:35Z

67.166.123.154: /* Hunting for a Space */

This is the history of the Salt Lake City Bicycle Collective.

== The Idea and Founders ==

The concept of a Community Bike Shop was presented at a Mayor's Bicycle Advisory Committee (MBAC) by Brenton Chu in 2001. While it was well received, the MBAC didn't have the resources to support it. However, there were some folks attending the meeting that were interested in trying separate of the MBAC. Those individuals also found some other enthusiastic cycling advocates at Critical Mass and they all began talking.

The Salt Lake City Bicycle Cooperative was initially incorporated in 2002 by Jonathan Morrison, Edward Whitney, Brenton Chu, Brian Price, and Jesse Ratzkin. Very early in that process Brenton moved to NYC to pursue film and Jason Bultman came aboard. In talking to a lawyer about 501(c)(3) status, we found out that Utah State has a specific definition of [[Cooperatives]] that we didn't fit it. So we re-instated our articles of incorporation as the [[Salt Lake City Bicycle Collective]] and officially added Jason.

Edward Whitney, aka fast-eddy, found $5,000 from a friend with a family foundation. This seed money galvanized our belief that 'this' might work. We used it to pay for a lawyer and consult with an accountant. Thanks to Brian Price, who filled out everything and dealt with the lawyers, we were able to apply for our 501(c)(3) status. Prior to this point we didn't know how to pay for this so considered selling Jesse to medical science and even crazy ideas like keg parties. Jesse will be missed.

== First Projects ==

=== Space, Tools and Bikes ===

Brian Price was living in a warehouse at the time, so foolishly he offered some of that space up for our operations. We had some personal tools that we pooled together. Even today, there are tools with yellow tape on them, those were Brian's, and the tools that have 'JM' faded on them belonged to Jonathan Morrison. While we had the basic tools covered, we still needed bikes. Using the seed money we put ads in all the local rags, Catalyst, City Weekly, Cycling Utah, etc.,... advertising a Bike Drive. We set up in parks across the city for a few weekends and totaled three bikes. However, while our paid advertisements were a wash, they did catch the eye of a Salt Lake Tribune newspaper reporter, Janet Rae Brooks. She was interested in our project and ran an article in Sunday paper.

The response to the newspaper article was overwhelming. It took three teams the better part of a weekend to drive around in pickup trucks and gather all the bikes. Brian's warehouse was now bike land.

=== Earn-a-Bike ===

Everything is connected, and that article caught the attention of Ken Perko, the Director of YouthCity. He contacted us in 2003 and asked if we would teach a class where the kid's got a bike. They even had a small space at the County Rec Center at (300 E 600 S) we could set up shop in. It was a lifeguard station, so we didn't have a lot of room.

Called Bike Bonanza, the first class was taught by Keith Andersen, a frame builder from Moab with 15 years of experience; Tim Bowman, who was a Mechanical Engineer; Dr. Jesse Ratskin, in the middle of his Post-Doc in mathematics at the University of Utah (we really didn't sell him to medical science); and Jonathan Morrison, who was finishing his degree in Software Engineering. As a factoid, Jonathan didn't even know how to change a bottom bracket when this class started. Rumor has it he has since learned, but you know what they say about rumors.

To make this class extra special we wanted to paint the bikes. Someone mentioned powder coating and Jonathan called every powder coater in the phone book. Tina at Steel Coatings was not only willing to powder coat the bikes, but they also let the kids tour the factory and watch the powder coating process.

This first class was incredible and we some of the kids, now much bigger, volunteer at the collective.

== Hunting for a Space ==

Brian's warehouse turned more into a storage unit due to accessibility and privacy. Also the space at the County Rec Center was too small, and while we had a key to the room, we had limited access to the building. So we needed another space.

=== Glendale Plaza ===

Jason Bultman found the Glendale Plaza by pedaling around and was able to negotiate an agreement with the landlord to occupy an otherwise un-usable space in return for repairs. Around this time we met an enthusiastic volunteer, Richard Hurst, who kept the shop open to the public. While the location was in the middle of a demographic we wanted to reach, it was apparently out of the way for most volunteers. We also lacked public traffic and operated at a financial loss. Our time in this space was about a year.

As fate would have it we were ready to sign a lease for $1000 per month when the property owner sold the building. The new owner had a 100% business focus, and was not interested in supporting our cause. He wanted $1,800 per month, and when we said we couldn't manage that he gave us three days to get out. Not suprisingly, years later the space has still never been occupied.

=== Delvie Plastics ===

Right around the time we were being evicted from the Glendale Plaza, Jonathan Morrison was asked to present at an Exchange Club meeting. There were only five members in attendance, but when he mentioned that we were in desperate need of space one member, Bill Delvie, asked, "How much space?"

As it turned out his son, John Delvie, was managing a piece of warehouse property and it was vacant. So we met with John, the price was right, and we signed a lease. More amazingly is that we had under 20 volunteers and 3 U-Hauls move the entire shop in around four hours. By far the most efficient and amazing job in the history of our organization. We never want to do that again.

Bicycle Collective History

2007-03-07T18:11:50Z

67.166.123.154: /* Space, Tools and Bikes */

Bicycle Collective History

2007-03-07T18:10:55Z

67.166.123.154: /* Hunting for a Space */

Bicycle Collective History

2007-03-07T18:09:54Z

67.166.123.154: /* The Idea and Founders */

Bicycle Collective History

2007-03-07T18:09:03Z

67.166.123.154: /* Earn-a-Bike */

Bicycle Collective History

2007-03-07T17:37:17Z

67.166.123.154:

Bicycle Collective History

2007-03-07T17:19:52Z

67.166.123.154:

Bicycle Collective History

2007-03-07T17:03:27Z

67.166.123.154:

The concept of a Community Bike Shop was presented at a Mayor's Bicycle Advisory Committee (MBAC) by Brenton Chu in 2001. While it was well received, the MBAC didn't have the resources to support it. However, there were some folks attending the meeting that were interested in trying separate of the MBAC. Those individuals also found some other enthusiastic cycling advocates at Critical Mass and they all began talking.

The Salt Lake City Bicycle Cooperative was initially incorporated in 2002 by Jonathan Morrison, Edward Whitney, Brenton Chu, Brian Price, and Jesse Ratzkin. Very early in that process Brenton moved to NYC to pursue film and Jason Bultman came aboard. In talking to a lawyer about 501(c)(3) status. We also found out that Utah State has a specific definition of Cooperatives that we didn't fit. So we re-instated our articles of incorporation as the Salt Lake City Bicycle Collective and officially added Jason.

Bicycle Collective Home

2007-03-07T16:54:16Z

67.166.123.154: /* Manuals */

[[Image:slcbikecollective_logo.gif|thumb|Salt Lake City Bicycle Collective]]

This is the [[Main Page|BikeCollectiveWiki]]'s home page for the [[Salt Lake City Bicycle Collective]].

== Digital Library ==

This is a combination of topics and links that make up their digital library. (Linked off of the main web site, [http://www.slcbikecollective.org/ www.slcbikecollective.org].)

=== Manuals ===

* [[SLC Bicycle Collective Volunteer Manual]]
* [[Shop Manual]]
* [[SLCBC By-laws]]
* [[Salt Lake City Bicycle Collective History]]

=== BikeEd ===

* [[Dear Parent (English)]], [[Querido Padre (Español)]]
* [[ABC Quick Check]]
* [[Riding on the Sidewalk]]
* [[How to teach a child to ride a bike]]

=== Utah Specific ===

* [[The "keep right" rule in Utah]]
* [[Utah Bicycle Commuter Guide]]
* [[Utah Bike Maps]]

=== Proposals ===

* [[SLCBC Earn-a-Bike Grant Writing]]
* [[Earn-A-Bike Funding Proposal]]
* [[SLCBC BikeEd Marketing Proposal]]
* [[SLCBC BikeEd 2007 Marketing RFP]]
* [[SLCBC BikeEd and Manufacturers Proposal]]
* [[SLCBC Video Project]]
* [[SLCBC Membership Proposal]]

=== Grants ===

* [[SLCBC Intermodal Hub BikeStation TE Application]]
* [[SLCBC Hemingway Foundation Grant]]

=== Reports ===

* [[SLCBC 2006 Annual Report]]

== Website ==

* http://www.slcbikecollective.org/

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:13:46Z

67.166.123.154: /* ARTICLE IV - BOARD OF DIRECTORS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:13:32Z

67.166.123.154: /* ARTICLE III - MEMBERS */

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:13:21Z

67.166.123.154: /* ARTICLE II - OFFICES OF THE CORPORATION */

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:13:07Z

67.166.123.154:

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:12:00Z

67.166.123.154: /* ARTICLE X - EXECUTION OF INSTRUMENTS */

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:11:48Z

67.166.123.154: /* ARTICLE XI - POWER OF THE BOARD TO BORROW MONEY */

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:11:15Z

67.166.123.154: /* ARTICLE XIV - AMENDMENT OF BYLAWS */

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:10:40Z

67.166.123.154: /* SECRETARY’S CERTIFICATE */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:10:22Z

67.166.123.154: /* ARTICLE XIII - LIMITATIONS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:09:53Z

67.166.123.154: /* ARTICLE XII - INDEMNIFICATION */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:08:59Z

67.166.123.154: /* ARTICLE X - EXECUTION OF INSTRUMENTS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:08:19Z

67.166.123.154: /* ARTICLE VIII - COMMITTEES */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:07:29Z

67.166.123.154: /* ARTICLE IX - AUXILIARY AND ADVISORY ORGANIZATIONS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:06:59Z

67.166.123.154: /* ARTICLE VII - OFFICERS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T05:05:10Z

67.166.123.154: /* ARTICLE VI - ADVISORY BOARD */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T02:06:01Z

67.166.123.154: /* ARTICLE V - MEETINGS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T02:00:54Z

67.166.123.154: /* ARTICLE IV - BOARD OF DIRECTORS */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T01:59:18Z

67.166.123.154: /* SECRETARY’S CERTIFICATE */

'''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

Salt Lake City Bicycle Collective By-laws

2007-03-05T01:58:51Z

67.166.123.154:

'''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

Bicycle Collective Home

2007-03-05T01:55:53Z

67.166.123.154: /* Manuals */

[[Image:slcbikecollective_logo.gif|thumb|Salt Lake City Bicycle Collective]]

This is the [[Main Page|BikeCollectiveWiki]]'s home page for the [[Salt Lake City Bicycle Collective]].

== Digital Library ==

This is a combination of topics and links that make up their digital library. (Linked off of the main web site, [http://www.slcbikecollective.org/ www.slcbikecollective.org].)

=== Manuals ===

* [[SLC Bicycle Collective Volunteer Manual]]
* [[Shop Manual]]
* [[SLCBC By-laws]]

=== BikeEd ===

* [[Dear Parent (English)]], [[Querido Padre (Español)]]
* [[ABC Quick Check]]
* [[Riding on the Sidewalk]]
* [[How to teach a child to ride a bike]]

=== Utah Specific ===

* [[The "keep right" rule in Utah]]
* [[Utah Bicycle Commuter Guide]]
* [[Utah Bike Maps]]

=== Proposals ===

* [[SLCBC Earn-a-Bike Grant Writing]]
* [[Earn-A-Bike Funding Proposal]]
* [[SLCBC BikeEd Marketing Proposal]]
* [[SLCBC BikeEd and Manufacturers Proposal]]
* [[SLCBC Intermodal Hub BikeStation TE Application]]
* [[SLCBC Video Project]]
* [[Hemingway Foundation Grant]]

=== Reports ===

* [[SLCBC 2006 Annual Report]]

== Website ==

* http://www.slcbikecollective.org/

SLCBC Hemingway Foundation Grant

2007-02-27T21:57:08Z

67.166.123.154: /* Section 2 */

[[Media:HemingwayFoundationGrant.pdf|Hemingway Foundation Grant]]

== Section 1 ==

''The correct address, telephone number and principal officers of the Grantee are:''

Street Address:
2312 S. West Temple
Salt Lake City, UT 84115

Mailing Address:
PO Box 2400
Salt Lake City, UT 84110

Telephone: 801-328-2453

President: Jason Bultman

Primary Contact: Jonathan Morrison, Project Coordinator

== Section 2 ==

''Please provide a list of the names and addresses of all officers, directors, and members of the Board of Directors of your organization.''

Jason Bultman, President
1611 E 3010 S
Salt Lake City, UT 84106

Brian Price
1130 South Richards Street
Salt Lake City UT 84101

Patrick Beecroft, Shop Manager

Michael Wise, Treasurer
29 S State St APT 406
Salt Lake City, UT 84111

Jonathan Morrison, Project Coordinator -- Full Time Employee
247 Wayne Court
Salt Lake City, UT 84101

Ron Ferrucci
265 Wayne Court
Salt Lake City, UT 84101

Clinton Watson

== Section 3 ==

''Please attach copies of your organization's entire audited financial statements (balance sheet income statement, cash flow and notes) from the two most recent years, management letters along with management's response and a copy of your most recent Form 990. Also, submit a copy of your strategic plans, if available and your monthly/quarterly in-house financial statements''

'''TODO: We need to provide a cover letter explaining the situation'''

2006 will be the first year that the Salt Lake City Bicycle Collective is required to file an IRS 990 Form. Instead we have included our last few years of annual reports. Since we were established in 2002, we have been able to keep the overhead cost of the organization down. In fact until we hired our first full time employee in September of 2006 we were 100% volunteer run organization. That dedication and countless volunteer hours is what has defined the Salt Lake City Bicycle Collective.

* [http://www.slcbikecollective.org/downloads/2005AnnualReport.pdf 2005 Annual Report]
* [http://www.slcbikecollective.org/downloads/2004AnnualReport.pdf 2004 Annual Report]
* [http://www.slcbikecollective.org/downloads/2003AnnualReport.pdf 2003 Annual Report]

== Section 4 ==

''A copy of the Grantee's most current U.S. Treasury Department exemption letter is attached (which must be dated after January 1, 1970). The undersigned represents that said exemption letter and the exemption thereby evidenced are in effect and good standing at this time. The exemption type, number, and date are as follows:''

== Section 5 ==

''Please circle which type of charity or foundation (within the meaning of the Internal Revenue Code) you claim to be: ''

'''(a)Public''' (b)Private Operating Foundation (c)Private (Non-Operating) Foundation

== Section 6 ==

''Is your organization listed in the [http://apps.irs.gov/app/pub78 Cumulative List of Organizations] published by the Treasury Department?''

( ) Yes '''(X) No'''

This is because as of December 31st, 2006 we have completed our Advanced Ruling Period and will be filing our [http://www.irs.gov/pub/irs-pdf/f8734.pdf IRS 8734] before the March 31st deadline.

== Section 7 ==

''Please circle each appropriate area for the grant you are seeking:''

Category:
(a) Arts
'''(b) Environment'''
'''(c) Educational Programs'''
'''(d) Healthier Lifestyles'''
'''(e) Community Programs'''

Type:
'''(a) Education'''
'''(b) Equipment'''
'''(c) Program'''

Impact Area:
'''(a) Local'''
(b) State
(c) Regional

Population:
'''(a) Children'''
'''(b) Teens'''
'''(c) Minority'''
(d) Disabled
'''(e) General'''
'''(f) Student'''
(g) Elderly

== Section 8 ==

''Please describe in dollars and percentages that amount Grantee seeks from the Hemingway Foundation to fund the project:''

(a) Dollar amount requested $ '''TODO'''

(b) Total to fund the project $ '''TODO'''

(c) Percentage of total project % '''TODO'''

== Section 9 ==

''Describe all additional funding or other sources of funds that will be used to fund this project.''

(a) Source Amount Received Amount Pledged

'''TODO'''

(b) Matching funds (please give a full description of any matching funds):

'''TODO'''

== Section 10 ==

''Please type, within the space provided, a brief synopsis of your request for funding.''

For the last few years we have been running our most cherished program, Earn-a-Bike, solely on the hearts of volunteers and minor donations of tools and supplies. We have done a lot with a little and our proof is in our kids, their smiles, their determination, their new found confidence, and the beautiful bikes they know they made themselves. It is because of their response to our program that we want to offer the program on a bigger scale. This expansion is going to require funding and employees to properly run the program.

== Section 11 ==

=== Nature of the Grantee ===

'''Section Goals:'''

* Establish who we are
* Describe our organizational goals
* Establish Credibility in the project area
* Lead logically to the problem statement

The Salt Lake City Bicycle Collective (SLCBC) was founded in 2002 by five especially enthusiastic bicycle advocates; modeled after already established shops in Portland, OR and Boston, MA. Our founders harnessed their desire to promote the same advocacy of, and accessibility to cycling, here in the community of Salt Lake City. In 2006, SLCBC is a creative advocacy organization. We share the virtues of bicycling with our community, and build the bicycling environment through the programs and services we offer. Our mission is to promote cycling as an effective and sustainable form of transportation and to act as a cornerstone of a cleaner, healthier, and safer society. The SLCBC provides refurbished bicycles and educational programs to the community, focusing on children and lower income households. We are also a bike shop, where we allow patrons to bring in their own bikes and use our free community tools.

In the past five years, The SLCBC has risen above its initial goals; we now host five comprehensive programs as well as have representation in all regional advocacy promotions and events. The Collective’s dedicated volunteers have logged over '''X amount''' of hours this year, and are expected to log over 2,500 hours during the next calendar year. In addition, SLCBC is hiring a full-time Project Coordinator, which will hasten expansions and improvements to core programs in 2007.

Since its inception, the SLCBC has received local and nation recognition for its leadership. During 2006, the Collective spearheaded the creation of the Bike Collective Network, [http://www.bikecollectives.org/ www.bikecollectives.org]. The network provides a forum for people involved with community bike shops nationwide to exchange information and share resources. After only six months, '''XX members''' from '''X community bike shops''' are active participants. Cycling Utah named The Salt Lake City Bicycle Collective the “Road Club of the Year” and Jason Bultman, the Collective’s President, “Bicycle Advocate of the Year.”

The Collective runs a variety or programs, and offers its services to citizens and organizations alike. We donate bikes to the International Rescue Committee, the Odyssey House of Utah, and Navajo Santa. We provide mechanic courses at The Road Home, and the YMCA. We also work with local Eagle Scout Troops to organize bike drives and help them to obtain their community service badges. In addition to all this, we provide materials and tools to make jewelry, furniture, crazy custom bikes, wind chimes – or anything else one can create – all out of bike parts.

Our main programs include:

'''Community Bike Shop'''

During the past summer, upwards of 40 patrons used the Community Bike Shop’s facilities to repair or rebuild a bicycle under the guidance of dedicated volunteers. In the winter, the shop is highly utilized just by the nature of the season. This winter, volunteers successfully renovated and reorganized the shop space, making it highly efficient to both volunteers and patrons.

'''Bicycle Education Project'''

During its freshmen year, the Bicycle Education Project provided bicycle safety instruction to, and promoted helmet use among, '''XXXX''' children and adults. By teaching the necessary skills to ride with traffic and avoid accidents, we increase safety for existing bicyclists and encourage more people to go by bike. Instructors certified by the only nationally recognized program of its kind teach our classes. Our courses are regularly offered, and overcome deterrents by being inexpensive, easily accessible, and fun. In addition, The SLCBC acts as a catalyst to motivate other organizations and schools in Utah to offer safe-cycling classes.

'''Bike Valet at the Salt Lake City Downtown Farmer’s Market'''

Collective showcased programs, and offered free Bike Valet at the Salt Lake City Downtown Farmer’s Market for the '''Xth''' year in 2006. Over the course of the 20 weeks of the market, SLCBC volunteers parked and watched over 1611 bicycles – assisting and encouraging an average of 81 people who chose to ride instead of drive. '''[Enter small amt of data on local bike theft?]'''

'''Earn-a-Bike courses'''

We collaborate with the YMCA and YouthCity to present Earn-a-Bike courses. These classes re-acquaint the concept of repair, provide an affordable means of transportation, promotes a sustainable and healthy lifestyle, teach safety, as well as instill self-confidence and pride. Focusing on a low-income demographic, our students take apart and then learn how to rebuild a bicycle from scratch using the proper tools and techniques. In 2006, the Collective guided '''XX [age? Income? Do we have this data?]''' students through the process rebuilding a bike in Earn-a-Bike courses. Through this program, we equipped '''X AMOUNT''' OF kids with their own bike, and '''X AMOUNT''' OF students were able to donate '''XX''' bicycles to '''(COUNTRY?)''' refugees, extending the legacy of service into the community.

=== Definition of Problem Areas ===

Currently, Utah ranks 11th highest in the nation for bicycle deaths per capita. Furthermore, youth are involved in the majority of bicycle/motor vehicle crashes, and account for 41% of all bicycle deaths in Utah (UDOH). This figure is far higher than the national percentage of youth bicycle deaths (18%) (NCSA). The most effective way to prevent head injury and bicycle fatalities is proper helmet use. Unfortunately, helmet use among young Utah cyclists is low, with only 5% of secondary school-age youth wearing helmets when they ride (UDOH 2004). All bicycle crashes are preventable. Although cyclists can not control their surroundings, when cyclists follow the rules of the road as other vehicle operators, they greatly reduce their risk of being involved in a crash (citation).

Bicycles remain a viable and often essential means of transportation for youth, allowing them to access to recreational activities, after school programs and part-time jobs. Providers of youth programming in Salt Lake City frequently cite the lack of transportation to and from programming as an obstacle to youth involvement, particularly among low-income youth. A bicycle solves this problem, supplying a way to get around that is independent of bus schedules, promotes health and wellness, and has little to no environmental impact.

Twenty-three percent of Utah’s K-12 youth are responsible for taking care of themselves after school, and the small but growing offering of after school programs is not meeting Utah’s demand. Youth in self-care spend an average of seven hours per week unsupervised. Of these children, 19% would be likely to participate in an after-school program if one were available to them in their community (After 3pm). After school programs have crime reduction potential because they engage youth at the time in the day when Juvenile violence peaks (US department of Justice). Additionally, students who
participate in extracurricular activities achieve better grades, have lower rates of truancy, attain higher levels of achievement in college and feel more attached to their schools. (Michelle Galley. "Extra Benefits Tied to Extracurriculars" Education Week, October 18, 2000)
(is this redundant and obvious?)

[http://health.utah.gov/pio/nr/2004/0519-bike-helmet.pdf Bicycle Deaths Utah]

[http://www.afterschoolalliance.org/press_archives/america_3pm/UT_NR.pdf Afterschool Statistics]

[http://http://www.justice.utah.gov/Research/Crime/JuvenileArrest.pdf Utah Juvenile Arrest Statistics]

[http://www.ncjrs.gov/pdffiles1/ojjdp/178992.pdf US Department of Justice Juvenile Crime Report]

=== Purposes of Proposed Grant ===

Fueled with more volunteers, participants and resources than ever before, the Collective can address the needs of our community by growing the Earn-a-Bike after school program. Earn-a-Bike Courses not only provide a safe and constructive after school environment, but also encourage safe practices on the road, community and environmental stewardship, and provide an independent means of transportation for youth. Ideally this program would run year round, four days a week, and reach over 300 kids every year. With students working in teams, an instructor is able to assist two teams (4 students). This would require three instructors for each Earn-a-bike class of twelve students. While volunteer instructors are a huge asset to the program, the consistency that comes with a paid instructor creates reliable mentors for youth. Funding for these instructors is essential.

Another imperative aspect for the program is the availability of sufficient tools, workspace, and consumable supplies (see below). Each team of two students would share a work station equipped with the proper tools to rebuild their bicycle. The powder coating process aesthetically transforms someone else's old bike into their brand new bike. However, it is during the dismantling for powder coating that they gain intimate knowledge of every aspect of their bike. Powder coating would be more affordable with the ability to sandblast and prep bikes ourselves.

While certainly the highlight of the course is the completion of their bicycles, the curriculum would be incomplete without bicycle safety education. Currently, students have the option of obtaining their Road I or Kids II certification, a curriculum created by the League of American Bicycles. These courses teach the importance of riding safe with helmets, locks, lights. It is our desire to provide helmets, locks, and lights to students at this time to reinforce and encourage that education.

* objective
* goals

** To provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
** To provide a safe, supportive, respective environment for all participants.
** To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
** To provide an opportunity for students to earn bicycles through their participation in the program

* benefits to achieve

=== Impact of Approval of Grant ===

* The ability to provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
* Financially secure and gaurantee a safe, supportive, respective environment for all participants.
* To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
* To provide an opportunity for students to earn bicycles through their participation in the program.

=== Budget ===

=== On Going Funding ===

While the funding for this particular grant will allow us build the infrastructure necessary to offer classes.
However, we will need to continue paying our instructors, shop supplies will need to be replaced, and powder coating has a cost per frame. All of these aspects are crucial to the success of the program and will require continual funding. However, with the current success, and the support of foundations, we feel our program's funding opportunities will only increase as we seek other funding sources.

=== Others Working in the Field ===

== Agreement ==

In consideration of the grant which may be made by the Foundation to the
Grantee, and the Grantee's promises herein contained, the following understandings shall be
binding:

=== 12.1 Effectiveness. ===

In the event that the Foundation approves a grant to the Grantee, the parties
agree that this Application and Agreement shall be in full force and effect pertaining to the
granted funds. This Application and Agreement is being made to constitute a legally binding
and enforceable agreement on the part of the Grantee to use any funds transferred to it from
the Foundation, strictly in accordance with the understandings set forth and to perform other
promises contained herein.

=== 12.2 Use of Granted Funds. ===

In the event the Foundation approves a grant to the Grantee, the
latter agrees to use said granted funds strictly for the purposes set forth in said "Grant
Application and Agreement" submitted by the Grantee to the Foundation.

=== 12.3 Submission of Reports. ===

The Grantee agrees that within six months of receiving funds from
the Foundation, and/or upon the request of the Foundation, the Grantee will submit a written
report to the Foundation in the form captioned "Post-Grant Report" which will be mailed to you
with the check if your grant is approved. The Post-Grant Report must include information
concerning:

(a) The use of the donated funds and the progress made toward achieving the objectives for
which the grant was made;

(b) The impact of the funds granted (how this grant has made a difference);

(c) Whether or not the funds were diverted from the purposes of the grant;

(d) When and how the funds were expended, including a breakdown of the use of the funds
granted based upon the records of the Grantee, detailing all expenditures made from such
grant (including salaries, travel and supplies); and

(e) If the project received publicity, include a copy or description in your report.

If the grant is not fully expended by the Grantee within six months of the Grantee's receipt of
the funds, an interim report shall be made at that time and for each six month period
thereafter, until completion of the use of the granted funds, or until the Foundation advises
the Grantee, in writing, that such reports will no longer be required. The Grantee is also
required to submit a final report on all expenditures from the granted funds.

=== 12.4 Misrepresentation or Failure of Compliance. ===

In the event it is discovered that there was any misrepresentation contained in any documents submitted by Grantee to the Foundation, or if there is a failure by the Grantee to comply with any obligation of the Grantee or to perform the provisions of this Application and Agreement, the Foundation will be relieved of any obligation to make any payments to the Grantee, and the Grantee agrees that it will promptly repay the Foundation to full amounts of any grants made by the Foundation to the Grantee, plus interest at the highest legal rate from the date said payment or payments were made by the Foundation to the Grantee, to the date of repayment of the same. Further, the Grantee agrees to pay and reimburse the Foundation for reasonable attorney's fees and costs
incurred by it to enforce this Agreement.

===12.5 Grant Conditioned on Express Approval By Trustees of the Foundation.===

The execution of this Application and Agreement shall not be deemed to constitute a promise, commitment or duty on the part of the Foundation to make a grant to the Grantee. The Application and Agreement is being executed as a proposed Application and Agreement, solely for the purposes of becoming effective in the event the Foundation does in fact approve a grant to the Grantee. The evidence of such approval shall be formal action by the Trustees of the Foundation, and notice of such action by the Trustees of the Foundation being transmitted in writing to the Grantee.

===12.6 Restrictions As To Uses of Granted Funds.===

The Grantee will use the full amount of the granted funds solely for the purposes specified in this Grant Application and Agreement, and for no other purposes. This restriction relates to the purposes of the grant; and, except as provided in paragraph 10.7, it is the responsibility of the Grantee to select appropriate means by which the grant is used solely for such prescribed purposes, whether directly for its own use or by others selected by it. To the extend that the Grantee pays or distributes any part of the grant to, or uses any part of the grant for any other organization or person, it is understood that the selection of any such recipient has been or will be made solely by the Grantee, and the reference to any such recipient in the Grant Application and Agreement or report in connection with this grant does not constitute an earmarking by the Foundation for the use of any funds to or for any such recipient.

===12.7 Restrictions With Respect to Certain Acts.===

The Grantee agrees not to use any of the funds:

(a) To carry on propaganda, or otherwise to attempt to influence legislation (within the
meaning of Sec. 4945(d)(1) of the Internal Revenue Code;

(b) To influence the outcome of any specific public election, or to carry on, directly or
indirectly, any vote or registration drive (within the meaning of Sec.4945(d) of the
Internal Revenue Code);

(c) For any grant which does not comply with the requirements of Sec. 4945(d)(3) or (4) of
the Internal Revenue Code; or

(d) For any purposes other than the ones specified in Sec. 170(c)(2)(B) of the Internal
Revenue Code.

===12.8 Record Keeping.===

The Grantee agrees to maintain its books and records in a manner that satisfies Internal Revenue Code Treasury Regulation Sec.53-4945-5(c)(3) and in such a way that funds from the Foundation will be shown separately on the Grantee's books. Expenditures made by the Grantee in furtherance of the purposes specified in this Grant Application and Agreement must be charged against the grant. The Grantee will maintain records of such expenditures adequate to identify the use of the funds for the
specified purposes.

===12.9 Private Foundations.===

In the event it is determined by the Treasury Department that the Grantee is a private foundation, as distinguished from a public charity, or if in fact the Grantee is a private foundation, the undersigned Grantee agrees that any funds given to it by the Foundation will be completely expended for charitable purposes, during the calendar year in which the donation was made to it by the Foundation, or within 2-1/2 months after the end of such year. If said funds are not fully expended for said purposes within the time limits described above, Grantee agrees to refund and pay to the Foundation all funds received by Grantee from the Foundation which were not expended within said time limits.

===12.10 Availability of Grantee's Records.===

The Grantee will maintain its records of expenditures from the grant, as well as copies of the reports submitted by it to the Foundation with respect to such grant, for at least four (4) years after completion of the use of the grant. It will make its books and records available to the Foundation at reasonable times during such period.

===12.11 Repayment of Grant.===

The Grantee will promptly repay to the Foundation any portion of the amount granted which is not used by the Grantee for the purposes specified in this Grant Application and Agreement or, in the discretion of the Grantee, will hold such portion for repayment of distribution at the direction of the Foundation.

===12.12 Privacy.===

The Grantee will hold the Foundation and trustees names and addresses private
from any and all lists which are given, loaned or sold to any other entity for any purpose, and
specifically, for solicitation.

===12.13 Attachments or Amendments.===

Any attachments or amendments made by the grantee to the
foregoing items shall be null and void and shall not change the terms of this grant agreement
or be a part of this grant agreement.

===12.14 Entire Agreement.===

The Applicant agrees that this application including its description
of the use of proceeds and other terms, constitutes the entire agreement between the parties
and that there are no other or further agreements outstanding not specifically mentioned here.
However, the terms of this agreement may be amended, altered, supplemented, or modified
By the written agreement of both parties.

SLCBC Hemingway Foundation Grant

2007-02-27T21:20:47Z

67.166.123.154: /* Section 2 */

[[Media:HemingwayFoundationGrant.pdf|Hemingway Foundation Grant]]

== Section 1 ==

''The correct address, telephone number and principal officers of the Grantee are:''

Street Address:
2312 S. West Temple
Salt Lake City, UT 84115

Mailing Address:
PO Box 2400
Salt Lake City, UT 84110

Telephone: 801-328-2453

President: Jason Bultman

Primary Contact: Jonathan Morrison, Project Coordinator

== Section 2 ==

''Please provide a list of the names and addresses of all officers, directors, and members of the Board of Directors of your organization.''

Jason Bultman, President

Brian Price
1130 South Richards Street
Salt Lake City UT 84101

Patrick Beecroft, Shop Manager

Michael Wise, Treasurer
29 S State St APT 406
Salt Lake City, UT 84111

Jonathan Morrison, Project Coordinator -- Full Time Employee
247 Wayne Court
Salt Lake City, UT 84101

Ron Ferrucci
265 Wayne Court
Salt Lake City, UT 84101

Clinton Watson

== Section 3 ==

''Please attach copies of your organization's entire audited financial statements (balance sheet income statement, cash flow and notes) from the two most recent years, management letters along with management's response and a copy of your most recent Form 990. Also, submit a copy of your strategic plans, if available and your monthly/quarterly in-house financial statements''

'''TODO: We need to provide a cover letter explaining the situation'''

2006 will be the first year that the Salt Lake City Bicycle Collective is required to file an IRS 990 Form. Instead we have included our last few years of annual reports. Since we were established in 2002, we have been able to keep the overhead cost of the organization down. In fact until we hired our first full time employee in September of 2006 we were 100% volunteer run organization. That dedication and countless volunteer hours is what has defined the Salt Lake City Bicycle Collective.

* [http://www.slcbikecollective.org/downloads/2005AnnualReport.pdf 2005 Annual Report]
* [http://www.slcbikecollective.org/downloads/2004AnnualReport.pdf 2004 Annual Report]
* [http://www.slcbikecollective.org/downloads/2003AnnualReport.pdf 2003 Annual Report]

== Section 4 ==

''A copy of the Grantee's most current U.S. Treasury Department exemption letter is attached (which must be dated after January 1, 1970). The undersigned represents that said exemption letter and the exemption thereby evidenced are in effect and good standing at this time. The exemption type, number, and date are as follows:''

== Section 5 ==

''Please circle which type of charity or foundation (within the meaning of the Internal Revenue Code) you claim to be: ''

'''(a)Public''' (b)Private Operating Foundation (c)Private (Non-Operating) Foundation

== Section 6 ==

''Is your organization listed in the [http://apps.irs.gov/app/pub78 Cumulative List of Organizations] published by the Treasury Department?''

( ) Yes '''(X) No'''

This is because as of December 31st, 2006 we have completed our Advanced Ruling Period and will be filing our [http://www.irs.gov/pub/irs-pdf/f8734.pdf IRS 8734] before the March 31st deadline.

== Section 7 ==

''Please circle each appropriate area for the grant you are seeking:''

Category:
(a) Arts
'''(b) Environment'''
'''(c) Educational Programs'''
'''(d) Healthier Lifestyles'''
'''(e) Community Programs'''

Type:
'''(a) Education'''
'''(b) Equipment'''
'''(c) Program'''

Impact Area:
'''(a) Local'''
(b) State
(c) Regional

Population:
'''(a) Children'''
'''(b) Teens'''
'''(c) Minority'''
(d) Disabled
'''(e) General'''
'''(f) Student'''
(g) Elderly

== Section 8 ==

''Please describe in dollars and percentages that amount Grantee seeks from the Hemingway Foundation to fund the project:''

(a) Dollar amount requested $ '''TODO'''

(b) Total to fund the project $ '''TODO'''

(c) Percentage of total project % '''TODO'''

== Section 9 ==

''Describe all additional funding or other sources of funds that will be used to fund this project.''

(a) Source Amount Received Amount Pledged

'''TODO'''

(b) Matching funds (please give a full description of any matching funds):

'''TODO'''

== Section 10 ==

''Please type, within the space provided, a brief synopsis of your request for funding.''

For the last few years we have been running our most cherished program, Earn-a-Bike, solely on the hearts of volunteers and minor donations of tools and supplies. We have done a lot with a little and our proof is in our kids, their smiles, their determination, their new found confidence, and the beautiful bikes they know they made themselves. It is because of their response to our program that we want to offer the program on a bigger scale. This expansion is going to require funding and employees to properly run the program.

== Section 11 ==

=== Nature of the Grantee ===

'''Section Goals:'''

* Establish who we are
* Describe our organizational goals
* Establish Credibility in the project area
* Lead logically to the problem statement

The Salt Lake City Bicycle Collective (SLCBC) was founded in 2002 by five especially enthusiastic bicycle advocates; modeled after already established shops in Portland, OR and Boston, MA. Our founders harnessed their desire to promote the same advocacy of, and accessibility to cycling, here in the community of Salt Lake City. In 2006, SLCBC is a creative advocacy organization. We share the virtues of bicycling with our community, and build the bicycling environment through the programs and services we offer. Our mission is to promote cycling as an effective and sustainable form of transportation and to act as a cornerstone of a cleaner, healthier, and safer society. The SLCBC provides refurbished bicycles and educational programs to the community, focusing on children and lower income households. We are also a bike shop, where we allow patrons to bring in their own bikes and use our free community tools.

In the past five years, The SLCBC has risen above its initial goals; we now host five comprehensive programs as well as have representation in all regional advocacy promotions and events. The Collective’s dedicated volunteers have logged over '''X amount''' of hours this year, and are expected to log over 2,500 hours during the next calendar year. In addition, SLCBC is hiring a full-time Project Coordinator, which will hasten expansions and improvements to core programs in 2007.

Since its inception, the SLCBC has received local and nation recognition for its leadership. During 2006, the Collective spearheaded the creation of the Bike Collective Network, [http://www.bikecollectives.org/ www.bikecollectives.org]. The network provides a forum for people involved with community bike shops nationwide to exchange information and share resources. After only six months, '''XX members''' from '''X community bike shops''' are active participants. Cycling Utah named The Salt Lake City Bicycle Collective the “Road Club of the Year” and Jason Bultman, the Collective’s President, “Bicycle Advocate of the Year.”

The Collective runs a variety or programs, and offers its services to citizens and organizations alike. We donate bikes to the International Rescue Committee, the Odyssey House of Utah, and Navajo Santa. We provide mechanic courses at The Road Home, and the YMCA. We also work with local Eagle Scout Troops to organize bike drives and help them to obtain their community service badges. In addition to all this, we provide materials and tools to make jewelry, furniture, crazy custom bikes, wind chimes – or anything else one can create – all out of bike parts.

Our main programs include:

'''Community Bike Shop'''

During the past summer, upwards of 40 patrons used the Community Bike Shop’s facilities to repair or rebuild a bicycle under the guidance of dedicated volunteers. In the winter, the shop is highly utilized just by the nature of the season. This winter, volunteers successfully renovated and reorganized the shop space, making it highly efficient to both volunteers and patrons.

'''Bicycle Education Project'''

During its freshmen year, the Bicycle Education Project provided bicycle safety instruction to, and promoted helmet use among, '''XXXX''' children and adults. By teaching the necessary skills to ride with traffic and avoid accidents, we increase safety for existing bicyclists and encourage more people to go by bike. Instructors certified by the only nationally recognized program of its kind teach our classes. Our courses are regularly offered, and overcome deterrents by being inexpensive, easily accessible, and fun. In addition, The SLCBC acts as a catalyst to motivate other organizations and schools in Utah to offer safe-cycling classes.

'''Bike Valet at the Salt Lake City Downtown Farmer’s Market'''

Collective showcased programs, and offered free Bike Valet at the Salt Lake City Downtown Farmer’s Market for the '''Xth''' year in 2006. Over the course of the 20 weeks of the market, SLCBC volunteers parked and watched over 1611 bicycles – assisting and encouraging an average of 81 people who chose to ride instead of drive. '''[Enter small amt of data on local bike theft?]'''

'''Earn-a-Bike courses'''

We collaborate with the YMCA and YouthCity to present Earn-a-Bike courses. These classes re-acquaint the concept of repair, provide an affordable means of transportation, promotes a sustainable and healthy lifestyle, teach safety, as well as instill self-confidence and pride. Focusing on a low-income demographic, our students take apart and then learn how to rebuild a bicycle from scratch using the proper tools and techniques. In 2006, the Collective guided '''XX [age? Income? Do we have this data?]''' students through the process rebuilding a bike in Earn-a-Bike courses. Through this program, we equipped '''X AMOUNT''' OF kids with their own bike, and '''X AMOUNT''' OF students were able to donate '''XX''' bicycles to '''(COUNTRY?)''' refugees, extending the legacy of service into the community.

=== Definition of Problem Areas ===

Currently, Utah ranks 11th highest in the nation for bicycle deaths per capita. Furthermore, youth are involved in the majority of bicycle/motor vehicle crashes, and account for 41% of all bicycle deaths in Utah (UDOH). This figure is far higher than the national percentage of youth bicycle deaths (18%) (NCSA). The most effective way to prevent head injury and bicycle fatalities is proper helmet use. Unfortunately, helmet use among young Utah cyclists is low, with only 5% of secondary school-age youth wearing helmets when they ride (UDOH 2004). All bicycle crashes are preventable. Although cyclists can not control their surroundings, when cyclists follow the rules of the road as other vehicle operators, they greatly reduce their risk of being involved in a crash (citation).

Bicycles remain a viable and often essential means of transportation for youth, allowing them to access to recreational activities, after school programs and part-time jobs. Providers of youth programming in Salt Lake City frequently cite the lack of transportation to and from programming as an obstacle to youth involvement, particularly among low-income youth. A bicycle solves this problem, supplying a way to get around that is independent of bus schedules, promotes health and wellness, and has little to no environmental impact.

Twenty-three percent of Utah’s K-12 youth are responsible for taking care of themselves after school, and the small but growing offering of after school programs is not meeting Utah’s demand. Youth in self-care spend an average of seven hours per week unsupervised. Of these children, 19% would be likely to participate in an after-school program if one were available to them in their community (After 3pm). After school programs have crime reduction potential because they engage youth at the time in the day when Juvenile violence peaks (US department of Justice). Additionally, students who
participate in extracurricular activities achieve better grades, have lower rates of truancy, attain higher levels of achievement in college and feel more attached to their schools. (Michelle Galley. "Extra Benefits Tied to Extracurriculars" Education Week, October 18, 2000)
(is this redundant and obvious?)

[http://health.utah.gov/pio/nr/2004/0519-bike-helmet.pdf Bicycle Deaths Utah]

[http://www.afterschoolalliance.org/press_archives/america_3pm/UT_NR.pdf Afterschool Statistics]

[http://http://www.justice.utah.gov/Research/Crime/JuvenileArrest.pdf Utah Juvenile Arrest Statistics]

[http://www.ncjrs.gov/pdffiles1/ojjdp/178992.pdf US Department of Justice Juvenile Crime Report]

=== Purposes of Proposed Grant ===

Fueled with more volunteers, participants and resources than ever before, the Collective can address the needs of our community by growing the Earn-a-Bike after school program. Earn-a-Bike Courses not only provide a safe and constructive after school environment, but also encourage safe practices on the road, community and environmental stewardship, and provide an independent means of transportation for youth. Ideally this program would run year round, four days a week, and reach over 300 kids every year. With students working in teams, an instructor is able to assist two teams (4 students). This would require three instructors for each Earn-a-bike class of twelve students. While volunteer instructors are a huge asset to the program, the consistency that comes with a paid instructor creates reliable mentors for youth. Funding for these instructors is essential.

Another imperative aspect for the program is the availability of sufficient tools, workspace, and consumable supplies (see below). Each team of two students would share a work station equipped with the proper tools to rebuild their bicycle. The powder coating process aesthetically transforms someone else's old bike into their brand new bike. However, it is during the dismantling for powder coating that they gain intimate knowledge of every aspect of their bike. Powder coating would be more affordable with the ability to sandblast and prep bikes ourselves.

While certainly the highlight of the course is the completion of their bicycles, the curriculum would be incomplete without bicycle safety education. Currently, students have the option of obtaining their Road I or Kids II certification, a curriculum created by the League of American Bicycles. These courses teach the importance of riding safe with helmets, locks, lights. It is our desire to provide helmets, locks, and lights to students at this time to reinforce and encourage that education.

* objective
* goals

** To provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
** To provide a safe, supportive, respective environment for all participants.
** To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
** To provide an opportunity for students to earn bicycles through their participation in the program

* benefits to achieve

=== Impact of Approval of Grant ===

* The ability to provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
* Financially secure and gaurantee a safe, supportive, respective environment for all participants.
* To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
* To provide an opportunity for students to earn bicycles through their participation in the program.

=== Budget ===

=== On Going Funding ===

While the funding for this particular grant will allow us build the infrastructure necessary to offer classes.
However, we will need to continue paying our instructors, shop supplies will need to be replaced, and powder coating has a cost per frame. All of these aspects are crucial to the success of the program and will require continual funding. However, with the current success, and the support of foundations, we feel our program's funding opportunities will only increase as we seek other funding sources.

=== Others Working in the Field ===

== Agreement ==

In consideration of the grant which may be made by the Foundation to the
Grantee, and the Grantee's promises herein contained, the following understandings shall be
binding:

=== 12.1 Effectiveness. ===

In the event that the Foundation approves a grant to the Grantee, the parties
agree that this Application and Agreement shall be in full force and effect pertaining to the
granted funds. This Application and Agreement is being made to constitute a legally binding
and enforceable agreement on the part of the Grantee to use any funds transferred to it from
the Foundation, strictly in accordance with the understandings set forth and to perform other
promises contained herein.

=== 12.2 Use of Granted Funds. ===

In the event the Foundation approves a grant to the Grantee, the
latter agrees to use said granted funds strictly for the purposes set forth in said "Grant
Application and Agreement" submitted by the Grantee to the Foundation.

=== 12.3 Submission of Reports. ===

The Grantee agrees that within six months of receiving funds from
the Foundation, and/or upon the request of the Foundation, the Grantee will submit a written
report to the Foundation in the form captioned "Post-Grant Report" which will be mailed to you
with the check if your grant is approved. The Post-Grant Report must include information
concerning:

(a) The use of the donated funds and the progress made toward achieving the objectives for
which the grant was made;

(b) The impact of the funds granted (how this grant has made a difference);

(c) Whether or not the funds were diverted from the purposes of the grant;

(d) When and how the funds were expended, including a breakdown of the use of the funds
granted based upon the records of the Grantee, detailing all expenditures made from such
grant (including salaries, travel and supplies); and

(e) If the project received publicity, include a copy or description in your report.

If the grant is not fully expended by the Grantee within six months of the Grantee's receipt of
the funds, an interim report shall be made at that time and for each six month period
thereafter, until completion of the use of the granted funds, or until the Foundation advises
the Grantee, in writing, that such reports will no longer be required. The Grantee is also
required to submit a final report on all expenditures from the granted funds.

=== 12.4 Misrepresentation or Failure of Compliance. ===

In the event it is discovered that there was any misrepresentation contained in any documents submitted by Grantee to the Foundation, or if there is a failure by the Grantee to comply with any obligation of the Grantee or to perform the provisions of this Application and Agreement, the Foundation will be relieved of any obligation to make any payments to the Grantee, and the Grantee agrees that it will promptly repay the Foundation to full amounts of any grants made by the Foundation to the Grantee, plus interest at the highest legal rate from the date said payment or payments were made by the Foundation to the Grantee, to the date of repayment of the same. Further, the Grantee agrees to pay and reimburse the Foundation for reasonable attorney's fees and costs
incurred by it to enforce this Agreement.

===12.5 Grant Conditioned on Express Approval By Trustees of the Foundation.===

The execution of this Application and Agreement shall not be deemed to constitute a promise, commitment or duty on the part of the Foundation to make a grant to the Grantee. The Application and Agreement is being executed as a proposed Application and Agreement, solely for the purposes of becoming effective in the event the Foundation does in fact approve a grant to the Grantee. The evidence of such approval shall be formal action by the Trustees of the Foundation, and notice of such action by the Trustees of the Foundation being transmitted in writing to the Grantee.

===12.6 Restrictions As To Uses of Granted Funds.===

The Grantee will use the full amount of the granted funds solely for the purposes specified in this Grant Application and Agreement, and for no other purposes. This restriction relates to the purposes of the grant; and, except as provided in paragraph 10.7, it is the responsibility of the Grantee to select appropriate means by which the grant is used solely for such prescribed purposes, whether directly for its own use or by others selected by it. To the extend that the Grantee pays or distributes any part of the grant to, or uses any part of the grant for any other organization or person, it is understood that the selection of any such recipient has been or will be made solely by the Grantee, and the reference to any such recipient in the Grant Application and Agreement or report in connection with this grant does not constitute an earmarking by the Foundation for the use of any funds to or for any such recipient.

===12.7 Restrictions With Respect to Certain Acts.===

The Grantee agrees not to use any of the funds:

(a) To carry on propaganda, or otherwise to attempt to influence legislation (within the
meaning of Sec. 4945(d)(1) of the Internal Revenue Code;

(b) To influence the outcome of any specific public election, or to carry on, directly or
indirectly, any vote or registration drive (within the meaning of Sec.4945(d) of the
Internal Revenue Code);

(c) For any grant which does not comply with the requirements of Sec. 4945(d)(3) or (4) of
the Internal Revenue Code; or

(d) For any purposes other than the ones specified in Sec. 170(c)(2)(B) of the Internal
Revenue Code.

===12.8 Record Keeping.===

The Grantee agrees to maintain its books and records in a manner that satisfies Internal Revenue Code Treasury Regulation Sec.53-4945-5(c)(3) and in such a way that funds from the Foundation will be shown separately on the Grantee's books. Expenditures made by the Grantee in furtherance of the purposes specified in this Grant Application and Agreement must be charged against the grant. The Grantee will maintain records of such expenditures adequate to identify the use of the funds for the
specified purposes.

===12.9 Private Foundations.===

In the event it is determined by the Treasury Department that the Grantee is a private foundation, as distinguished from a public charity, or if in fact the Grantee is a private foundation, the undersigned Grantee agrees that any funds given to it by the Foundation will be completely expended for charitable purposes, during the calendar year in which the donation was made to it by the Foundation, or within 2-1/2 months after the end of such year. If said funds are not fully expended for said purposes within the time limits described above, Grantee agrees to refund and pay to the Foundation all funds received by Grantee from the Foundation which were not expended within said time limits.

===12.10 Availability of Grantee's Records.===

The Grantee will maintain its records of expenditures from the grant, as well as copies of the reports submitted by it to the Foundation with respect to such grant, for at least four (4) years after completion of the use of the grant. It will make its books and records available to the Foundation at reasonable times during such period.

===12.11 Repayment of Grant.===

The Grantee will promptly repay to the Foundation any portion of the amount granted which is not used by the Grantee for the purposes specified in this Grant Application and Agreement or, in the discretion of the Grantee, will hold such portion for repayment of distribution at the direction of the Foundation.

===12.12 Privacy.===

The Grantee will hold the Foundation and trustees names and addresses private
from any and all lists which are given, loaned or sold to any other entity for any purpose, and
specifically, for solicitation.

===12.13 Attachments or Amendments.===

Any attachments or amendments made by the grantee to the
foregoing items shall be null and void and shall not change the terms of this grant agreement
or be a part of this grant agreement.

===12.14 Entire Agreement.===

The Applicant agrees that this application including its description
of the use of proceeds and other terms, constitutes the entire agreement between the parties
and that there are no other or further agreements outstanding not specifically mentioned here.
However, the terms of this agreement may be amended, altered, supplemented, or modified
By the written agreement of both parties.

SLCBC Hemingway Foundation Grant

2007-02-27T20:58:33Z

67.166.123.154: /* 12.4 Misrepresentation or Failure of Compliance. */

[[Media:HemingwayFoundationGrant.pdf|Hemingway Foundation Grant]]

== Section 1 ==

''The correct address, telephone number and principal officers of the Grantee are:''

Street Address:
2312 S. West Temple
Salt Lake City, UT 84115

Mailing Address:
PO Box 2400
Salt Lake City, UT 84110

Telephone: 801-328-2453

President: Jason Bultman

Primary Contact: Jonathan Morrison, Project Coordinator

== Section 2 ==

''Please provide a list of the names and addresses of all officers, directors, and members of the Board of Directors of your organization.''

Jason Bultman, President

Brian Price
1130 South Richards Street
Salt Lake City UT 84101

Patrick Beecroft, Shop Manager

Michael Wise, Treasurer

Jonathan Morrison, Project Coordinator -- Full Time Employee
247 Wayne Court
Salt Lake City, UT 84101

Ron Ferrucci
265 Wayne Court
Salt Lake City, UT 84101

Clinton Watson

== Section 3 ==

''Please attach copies of your organization's entire audited financial statements (balance sheet income statement, cash flow and notes) from the two most recent years, management letters along with management's response and a copy of your most recent Form 990. Also, submit a copy of your strategic plans, if available and your monthly/quarterly in-house financial statements''

'''TODO: We need to provide a cover letter explaining the situation'''

2006 will be the first year that the Salt Lake City Bicycle Collective is required to file an IRS 990 Form. Instead we have included our last few years of annual reports. Since we were established in 2002, we have been able to keep the overhead cost of the organization down. In fact until we hired our first full time employee in September of 2006 we were 100% volunteer run organization. That dedication and countless volunteer hours is what has defined the Salt Lake City Bicycle Collective.

* [http://www.slcbikecollective.org/downloads/2005AnnualReport.pdf 2005 Annual Report]
* [http://www.slcbikecollective.org/downloads/2004AnnualReport.pdf 2004 Annual Report]
* [http://www.slcbikecollective.org/downloads/2003AnnualReport.pdf 2003 Annual Report]

== Section 4 ==

''A copy of the Grantee's most current U.S. Treasury Department exemption letter is attached (which must be dated after January 1, 1970). The undersigned represents that said exemption letter and the exemption thereby evidenced are in effect and good standing at this time. The exemption type, number, and date are as follows:''

== Section 5 ==

''Please circle which type of charity or foundation (within the meaning of the Internal Revenue Code) you claim to be: ''

'''(a)Public''' (b)Private Operating Foundation (c)Private (Non-Operating) Foundation

== Section 6 ==

''Is your organization listed in the [http://apps.irs.gov/app/pub78 Cumulative List of Organizations] published by the Treasury Department?''

( ) Yes '''(X) No'''

This is because as of December 31st, 2006 we have completed our Advanced Ruling Period and will be filing our [http://www.irs.gov/pub/irs-pdf/f8734.pdf IRS 8734] before the March 31st deadline.

== Section 7 ==

''Please circle each appropriate area for the grant you are seeking:''

Category:
(a) Arts
'''(b) Environment'''
'''(c) Educational Programs'''
'''(d) Healthier Lifestyles'''
'''(e) Community Programs'''

Type:
'''(a) Education'''
'''(b) Equipment'''
'''(c) Program'''

Impact Area:
'''(a) Local'''
(b) State
(c) Regional

Population:
'''(a) Children'''
'''(b) Teens'''
'''(c) Minority'''
(d) Disabled
'''(e) General'''
'''(f) Student'''
(g) Elderly

== Section 8 ==

''Please describe in dollars and percentages that amount Grantee seeks from the Hemingway Foundation to fund the project:''

(a) Dollar amount requested $ '''TODO'''

(b) Total to fund the project $ '''TODO'''

(c) Percentage of total project % '''TODO'''

== Section 9 ==

''Describe all additional funding or other sources of funds that will be used to fund this project.''

(a) Source Amount Received Amount Pledged

'''TODO'''

(b) Matching funds (please give a full description of any matching funds):

'''TODO'''

== Section 10 ==

''Please type, within the space provided, a brief synopsis of your request for funding.''

For the last few years we have been running our most cherished program, Earn-a-Bike, solely on the hearts of volunteers and minor donations of tools and supplies. We have done a lot with a little and our proof is in our kids, their smiles, their determination, their new found confidence, and the beautiful bikes they know they made themselves. It is because of their response to our program that we want to offer the program on a bigger scale. This expansion is going to require funding and employees to properly run the program.

== Section 11 ==

=== Nature of the Grantee ===

'''Section Goals:'''

* Establish who we are
* Describe our organizational goals
* Establish Credibility in the project area
* Lead logically to the problem statement

The Salt Lake City Bicycle Collective (SLCBC) was founded in 2002 by five especially enthusiastic bicycle advocates; modeled after already established shops in Portland, OR and Boston, MA. Our founders harnessed their desire to promote the same advocacy of, and accessibility to cycling, here in the community of Salt Lake City. In 2006, SLCBC is a creative advocacy organization. We share the virtues of bicycling with our community, and build the bicycling environment through the programs and services we offer. Our mission is to promote cycling as an effective and sustainable form of transportation and to act as a cornerstone of a cleaner, healthier, and safer society. The SLCBC provides refurbished bicycles and educational programs to the community, focusing on children and lower income households. We are also a bike shop, where we allow patrons to bring in their own bikes and use our free community tools.

In the past five years, The SLCBC has risen above its initial goals; we now host five comprehensive programs as well as have representation in all regional advocacy promotions and events. The Collective’s dedicated volunteers have logged over '''X amount''' of hours this year, and are expected to log over 2,500 hours during the next calendar year. In addition, SLCBC is hiring a full-time Project Coordinator, which will hasten expansions and improvements to core programs in 2007.

Since its inception, the SLCBC has received local and nation recognition for its leadership. During 2006, the Collective spearheaded the creation of the Bike Collective Network, [http://www.bikecollectives.org/ www.bikecollectives.org]. The network provides a forum for people involved with community bike shops nationwide to exchange information and share resources. After only six months, '''XX members''' from '''X community bike shops''' are active participants. Cycling Utah named The Salt Lake City Bicycle Collective the “Road Club of the Year” and Jason Bultman, the Collective’s President, “Bicycle Advocate of the Year.”

The Collective runs a variety or programs, and offers its services to citizens and organizations alike. We donate bikes to the International Rescue Committee, the Odyssey House of Utah, and Navajo Santa. We provide mechanic courses at The Road Home, and the YMCA. We also work with local Eagle Scout Troops to organize bike drives and help them to obtain their community service badges. In addition to all this, we provide materials and tools to make jewelry, furniture, crazy custom bikes, wind chimes – or anything else one can create – all out of bike parts.

Our main programs include:

'''Community Bike Shop'''

During the past summer, upwards of 40 patrons used the Community Bike Shop’s facilities to repair or rebuild a bicycle under the guidance of dedicated volunteers. In the winter, the shop is highly utilized just by the nature of the season. This winter, volunteers successfully renovated and reorganized the shop space, making it highly efficient to both volunteers and patrons.

'''Bicycle Education Project'''

During its freshmen year, the Bicycle Education Project provided bicycle safety instruction to, and promoted helmet use among, '''XXXX''' children and adults. By teaching the necessary skills to ride with traffic and avoid accidents, we increase safety for existing bicyclists and encourage more people to go by bike. Instructors certified by the only nationally recognized program of its kind teach our classes. Our courses are regularly offered, and overcome deterrents by being inexpensive, easily accessible, and fun. In addition, The SLCBC acts as a catalyst to motivate other organizations and schools in Utah to offer safe-cycling classes.

'''Bike Valet at the Salt Lake City Downtown Farmer’s Market'''

Collective showcased programs, and offered free Bike Valet at the Salt Lake City Downtown Farmer’s Market for the '''Xth''' year in 2006. Over the course of the 20 weeks of the market, SLCBC volunteers parked and watched over 1611 bicycles – assisting and encouraging an average of 81 people who chose to ride instead of drive. '''[Enter small amt of data on local bike theft?]'''

'''Earn-a-Bike courses'''

We collaborate with the YMCA and YouthCity to present Earn-a-Bike courses. These classes re-acquaint the concept of repair, provide an affordable means of transportation, promotes a sustainable and healthy lifestyle, teach safety, as well as instill self-confidence and pride. Focusing on a low-income demographic, our students take apart and then learn how to rebuild a bicycle from scratch using the proper tools and techniques. In 2006, the Collective guided '''XX [age? Income? Do we have this data?]''' students through the process rebuilding a bike in Earn-a-Bike courses. Through this program, we equipped '''X AMOUNT''' OF kids with their own bike, and '''X AMOUNT''' OF students were able to donate '''XX''' bicycles to '''(COUNTRY?)''' refugees, extending the legacy of service into the community.

=== Definition of Problem Areas ===

Currently, Utah ranks 11th highest in the nation for bicycle deaths per capita. Furthermore, youth are involved in the majority of bicycle/motor vehicle crashes, and account for 41% of all bicycle deaths in Utah (UDOH). This figure is far higher than the national percentage of youth bicycle deaths (18%) (NCSA). The most effective way to prevent head injury and bicycle fatalities is proper helmet use. Unfortunately, helmet use among young Utah cyclists is low, with only 5% of secondary school-age youth wearing helmets when they ride (UDOH 2004). All bicycle crashes are preventable. Although cyclists can not control their surroundings, when cyclists follow the rules of the road as other vehicle operators, they greatly reduce their risk of being involved in a crash (citation).

Bicycles remain a viable and often essential means of transportation for youth, allowing them to access to recreational activities, after school programs and part-time jobs. Providers of youth programming in Salt Lake City frequently cite the lack of transportation to and from programming as an obstacle to youth involvement, particularly among low-income youth. A bicycle solves this problem, supplying a way to get around that is independent of bus schedules, promotes health and wellness, and has little to no environmental impact.

Twenty-three percent of Utah’s K-12 youth are responsible for taking care of themselves after school, and the small but growing offering of after school programs is not meeting Utah’s demand. Youth in self-care spend an average of seven hours per week unsupervised. Of these children, 19% would be likely to participate in an after-school program if one were available to them in their community (After 3pm). After school programs have crime reduction potential because they engage youth at the time in the day when Juvenile violence peaks (US department of Justice). Additionally, students who
participate in extracurricular activities achieve better grades, have lower rates of truancy, attain higher levels of achievement in college and feel more attached to their schools. (Michelle Galley. "Extra Benefits Tied to Extracurriculars" Education Week, October 18, 2000)
(is this redundant and obvious?)

[http://health.utah.gov/pio/nr/2004/0519-bike-helmet.pdf Bicycle Deaths Utah]

[http://www.afterschoolalliance.org/press_archives/america_3pm/UT_NR.pdf Afterschool Statistics]

[http://http://www.justice.utah.gov/Research/Crime/JuvenileArrest.pdf Utah Juvenile Arrest Statistics]

[http://www.ncjrs.gov/pdffiles1/ojjdp/178992.pdf US Department of Justice Juvenile Crime Report]

=== Purposes of Proposed Grant ===

Fueled with more volunteers, participants and resources than ever before, the Collective can address the needs of our community by growing the Earn-a-Bike after school program. Earn-a-Bike Courses not only provide a safe and constructive after school environment, but also encourage safe practices on the road, community and environmental stewardship, and provide an independent means of transportation for youth. Ideally this program would run year round, four days a week, and reach over 300 kids every year. With students working in teams, an instructor is able to assist two teams (4 students). This would require three instructors for each Earn-a-bike class of twelve students. While volunteer instructors are a huge asset to the program, the consistency that comes with a paid instructor creates reliable mentors for youth. Funding for these instructors is essential.

Another imperative aspect for the program is the availability of sufficient tools, workspace, and consumable supplies (see below). Each team of two students would share a work station equipped with the proper tools to rebuild their bicycle. The powder coating process aesthetically transforms someone else's old bike into their brand new bike. However, it is during the dismantling for powder coating that they gain intimate knowledge of every aspect of their bike. Powder coating would be more affordable with the ability to sandblast and prep bikes ourselves.

While certainly the highlight of the course is the completion of their bicycles, the curriculum would be incomplete without bicycle safety education. Currently, students have the option of obtaining their Road I or Kids II certification, a curriculum created by the League of American Bicycles. These courses teach the importance of riding safe with helmets, locks, lights. It is our desire to provide helmets, locks, and lights to students at this time to reinforce and encourage that education.

* objective
* goals

** To provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
** To provide a safe, supportive, respective environment for all participants.
** To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
** To provide an opportunity for students to earn bicycles through their participation in the program

* benefits to achieve

=== Impact of Approval of Grant ===

* The ability to provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
* Financially secure and gaurantee a safe, supportive, respective environment for all participants.
* To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
* To provide an opportunity for students to earn bicycles through their participation in the program.

=== Budget ===

=== On Going Funding ===

While the funding for this particular grant will allow us build the infrastructure necessary to offer classes.
However, we will need to continue paying our instructors, shop supplies will need to be replaced, and powder coating has a cost per frame. All of these aspects are crucial to the success of the program and will require continual funding. However, with the current success, and the support of foundations, we feel our program's funding opportunities will only increase as we seek other funding sources.

=== Others Working in the Field ===

== Agreement ==

In consideration of the grant which may be made by the Foundation to the
Grantee, and the Grantee's promises herein contained, the following understandings shall be
binding:

=== 12.1 Effectiveness. ===

In the event that the Foundation approves a grant to the Grantee, the parties
agree that this Application and Agreement shall be in full force and effect pertaining to the
granted funds. This Application and Agreement is being made to constitute a legally binding
and enforceable agreement on the part of the Grantee to use any funds transferred to it from
the Foundation, strictly in accordance with the understandings set forth and to perform other
promises contained herein.

=== 12.2 Use of Granted Funds. ===

In the event the Foundation approves a grant to the Grantee, the
latter agrees to use said granted funds strictly for the purposes set forth in said "Grant
Application and Agreement" submitted by the Grantee to the Foundation.

=== 12.3 Submission of Reports. ===

The Grantee agrees that within six months of receiving funds from
the Foundation, and/or upon the request of the Foundation, the Grantee will submit a written
report to the Foundation in the form captioned "Post-Grant Report" which will be mailed to you
with the check if your grant is approved. The Post-Grant Report must include information
concerning:

(a) The use of the donated funds and the progress made toward achieving the objectives for
which the grant was made;

(b) The impact of the funds granted (how this grant has made a difference);

(c) Whether or not the funds were diverted from the purposes of the grant;

(d) When and how the funds were expended, including a breakdown of the use of the funds
granted based upon the records of the Grantee, detailing all expenditures made from such
grant (including salaries, travel and supplies); and

(e) If the project received publicity, include a copy or description in your report.

If the grant is not fully expended by the Grantee within six months of the Grantee's receipt of
the funds, an interim report shall be made at that time and for each six month period
thereafter, until completion of the use of the granted funds, or until the Foundation advises
the Grantee, in writing, that such reports will no longer be required. The Grantee is also
required to submit a final report on all expenditures from the granted funds.

=== 12.4 Misrepresentation or Failure of Compliance. ===

In the event it is discovered that there was any misrepresentation contained in any documents submitted by Grantee to the Foundation, or if there is a failure by the Grantee to comply with any obligation of the Grantee or to perform the provisions of this Application and Agreement, the Foundation will be relieved of any obligation to make any payments to the Grantee, and the Grantee agrees that it will promptly repay the Foundation to full amounts of any grants made by the Foundation to the Grantee, plus interest at the highest legal rate from the date said payment or payments were made by the Foundation to the Grantee, to the date of repayment of the same. Further, the Grantee agrees to pay and reimburse the Foundation for reasonable attorney's fees and costs
incurred by it to enforce this Agreement.

===12.5 Grant Conditioned on Express Approval By Trustees of the Foundation.===

The execution of this Application and Agreement shall not be deemed to constitute a promise, commitment or duty on the part of the Foundation to make a grant to the Grantee. The Application and Agreement is being executed as a proposed Application and Agreement, solely for the purposes of becoming effective in the event the Foundation does in fact approve a grant to the Grantee. The evidence of such approval shall be formal action by the Trustees of the Foundation, and notice of such action by the Trustees of the Foundation being transmitted in writing to the Grantee.

===12.6 Restrictions As To Uses of Granted Funds.===

The Grantee will use the full amount of the granted funds solely for the purposes specified in this Grant Application and Agreement, and for no other purposes. This restriction relates to the purposes of the grant; and, except as provided in paragraph 10.7, it is the responsibility of the Grantee to select appropriate means by which the grant is used solely for such prescribed purposes, whether directly for its own use or by others selected by it. To the extend that the Grantee pays or distributes any part of the grant to, or uses any part of the grant for any other organization or person, it is understood that the selection of any such recipient has been or will be made solely by the Grantee, and the reference to any such recipient in the Grant Application and Agreement or report in connection with this grant does not constitute an earmarking by the Foundation for the use of any funds to or for any such recipient.

===12.7 Restrictions With Respect to Certain Acts.===

The Grantee agrees not to use any of the funds:

(a) To carry on propaganda, or otherwise to attempt to influence legislation (within the
meaning of Sec. 4945(d)(1) of the Internal Revenue Code;

(b) To influence the outcome of any specific public election, or to carry on, directly or
indirectly, any vote or registration drive (within the meaning of Sec.4945(d) of the
Internal Revenue Code);

(c) For any grant which does not comply with the requirements of Sec. 4945(d)(3) or (4) of
the Internal Revenue Code; or

(d) For any purposes other than the ones specified in Sec. 170(c)(2)(B) of the Internal
Revenue Code.

===12.8 Record Keeping.===

The Grantee agrees to maintain its books and records in a manner that satisfies Internal Revenue Code Treasury Regulation Sec.53-4945-5(c)(3) and in such a way that funds from the Foundation will be shown separately on the Grantee's books. Expenditures made by the Grantee in furtherance of the purposes specified in this Grant Application and Agreement must be charged against the grant. The Grantee will maintain records of such expenditures adequate to identify the use of the funds for the
specified purposes.

===12.9 Private Foundations.===

In the event it is determined by the Treasury Department that the Grantee is a private foundation, as distinguished from a public charity, or if in fact the Grantee is a private foundation, the undersigned Grantee agrees that any funds given to it by the Foundation will be completely expended for charitable purposes, during the calendar year in which the donation was made to it by the Foundation, or within 2-1/2 months after the end of such year. If said funds are not fully expended for said purposes within the time limits described above, Grantee agrees to refund and pay to the Foundation all funds received by Grantee from the Foundation which were not expended within said time limits.

===12.10 Availability of Grantee's Records.===

The Grantee will maintain its records of expenditures from the grant, as well as copies of the reports submitted by it to the Foundation with respect to such grant, for at least four (4) years after completion of the use of the grant. It will make its books and records available to the Foundation at reasonable times during such period.

===12.11 Repayment of Grant.===

The Grantee will promptly repay to the Foundation any portion of the amount granted which is not used by the Grantee for the purposes specified in this Grant Application and Agreement or, in the discretion of the Grantee, will hold such portion for repayment of distribution at the direction of the Foundation.

===12.12 Privacy.===

The Grantee will hold the Foundation and trustees names and addresses private
from any and all lists which are given, loaned or sold to any other entity for any purpose, and
specifically, for solicitation.

===12.13 Attachments or Amendments.===

Any attachments or amendments made by the grantee to the
foregoing items shall be null and void and shall not change the terms of this grant agreement
or be a part of this grant agreement.

===12.14 Entire Agreement.===

The Applicant agrees that this application including its description
of the use of proceeds and other terms, constitutes the entire agreement between the parties
and that there are no other or further agreements outstanding not specifically mentioned here.
However, the terms of this agreement may be amended, altered, supplemented, or modified
By the written agreement of both parties.

SLCBC Hemingway Foundation Grant

2007-02-27T20:58:08Z

67.166.123.154: /* Questions for Hemingway */

[[Media:HemingwayFoundationGrant.pdf|Hemingway Foundation Grant]]

== Section 1 ==

''The correct address, telephone number and principal officers of the Grantee are:''

Street Address:
2312 S. West Temple
Salt Lake City, UT 84115

Mailing Address:
PO Box 2400
Salt Lake City, UT 84110

Telephone: 801-328-2453

President: Jason Bultman

Primary Contact: Jonathan Morrison, Project Coordinator

== Section 2 ==

''Please provide a list of the names and addresses of all officers, directors, and members of the Board of Directors of your organization.''

Jason Bultman, President

Brian Price
1130 South Richards Street
Salt Lake City UT 84101

Patrick Beecroft, Shop Manager

Michael Wise, Treasurer

Jonathan Morrison, Project Coordinator -- Full Time Employee
247 Wayne Court
Salt Lake City, UT 84101

Ron Ferrucci
265 Wayne Court
Salt Lake City, UT 84101

Clinton Watson

== Section 3 ==

''Please attach copies of your organization's entire audited financial statements (balance sheet income statement, cash flow and notes) from the two most recent years, management letters along with management's response and a copy of your most recent Form 990. Also, submit a copy of your strategic plans, if available and your monthly/quarterly in-house financial statements''

'''TODO: We need to provide a cover letter explaining the situation'''

2006 will be the first year that the Salt Lake City Bicycle Collective is required to file an IRS 990 Form. Instead we have included our last few years of annual reports. Since we were established in 2002, we have been able to keep the overhead cost of the organization down. In fact until we hired our first full time employee in September of 2006 we were 100% volunteer run organization. That dedication and countless volunteer hours is what has defined the Salt Lake City Bicycle Collective.

* [http://www.slcbikecollective.org/downloads/2005AnnualReport.pdf 2005 Annual Report]
* [http://www.slcbikecollective.org/downloads/2004AnnualReport.pdf 2004 Annual Report]
* [http://www.slcbikecollective.org/downloads/2003AnnualReport.pdf 2003 Annual Report]

== Section 4 ==

''A copy of the Grantee's most current U.S. Treasury Department exemption letter is attached (which must be dated after January 1, 1970). The undersigned represents that said exemption letter and the exemption thereby evidenced are in effect and good standing at this time. The exemption type, number, and date are as follows:''

== Section 5 ==

''Please circle which type of charity or foundation (within the meaning of the Internal Revenue Code) you claim to be: ''

'''(a)Public''' (b)Private Operating Foundation (c)Private (Non-Operating) Foundation

== Section 6 ==

''Is your organization listed in the [http://apps.irs.gov/app/pub78 Cumulative List of Organizations] published by the Treasury Department?''

( ) Yes '''(X) No'''

This is because as of December 31st, 2006 we have completed our Advanced Ruling Period and will be filing our [http://www.irs.gov/pub/irs-pdf/f8734.pdf IRS 8734] before the March 31st deadline.

== Section 7 ==

''Please circle each appropriate area for the grant you are seeking:''

Category:
(a) Arts
'''(b) Environment'''
'''(c) Educational Programs'''
'''(d) Healthier Lifestyles'''
'''(e) Community Programs'''

Type:
'''(a) Education'''
'''(b) Equipment'''
'''(c) Program'''

Impact Area:
'''(a) Local'''
(b) State
(c) Regional

Population:
'''(a) Children'''
'''(b) Teens'''
'''(c) Minority'''
(d) Disabled
'''(e) General'''
'''(f) Student'''
(g) Elderly

== Section 8 ==

''Please describe in dollars and percentages that amount Grantee seeks from the Hemingway Foundation to fund the project:''

(a) Dollar amount requested $ '''TODO'''

(b) Total to fund the project $ '''TODO'''

(c) Percentage of total project % '''TODO'''

== Section 9 ==

''Describe all additional funding or other sources of funds that will be used to fund this project.''

(a) Source Amount Received Amount Pledged

'''TODO'''

(b) Matching funds (please give a full description of any matching funds):

'''TODO'''

== Section 10 ==

''Please type, within the space provided, a brief synopsis of your request for funding.''

For the last few years we have been running our most cherished program, Earn-a-Bike, solely on the hearts of volunteers and minor donations of tools and supplies. We have done a lot with a little and our proof is in our kids, their smiles, their determination, their new found confidence, and the beautiful bikes they know they made themselves. It is because of their response to our program that we want to offer the program on a bigger scale. This expansion is going to require funding and employees to properly run the program.

== Section 11 ==

=== Nature of the Grantee ===

'''Section Goals:'''

* Establish who we are
* Describe our organizational goals
* Establish Credibility in the project area
* Lead logically to the problem statement

The Salt Lake City Bicycle Collective (SLCBC) was founded in 2002 by five especially enthusiastic bicycle advocates; modeled after already established shops in Portland, OR and Boston, MA. Our founders harnessed their desire to promote the same advocacy of, and accessibility to cycling, here in the community of Salt Lake City. In 2006, SLCBC is a creative advocacy organization. We share the virtues of bicycling with our community, and build the bicycling environment through the programs and services we offer. Our mission is to promote cycling as an effective and sustainable form of transportation and to act as a cornerstone of a cleaner, healthier, and safer society. The SLCBC provides refurbished bicycles and educational programs to the community, focusing on children and lower income households. We are also a bike shop, where we allow patrons to bring in their own bikes and use our free community tools.

In the past five years, The SLCBC has risen above its initial goals; we now host five comprehensive programs as well as have representation in all regional advocacy promotions and events. The Collective’s dedicated volunteers have logged over '''X amount''' of hours this year, and are expected to log over 2,500 hours during the next calendar year. In addition, SLCBC is hiring a full-time Project Coordinator, which will hasten expansions and improvements to core programs in 2007.

Since its inception, the SLCBC has received local and nation recognition for its leadership. During 2006, the Collective spearheaded the creation of the Bike Collective Network, [http://www.bikecollectives.org/ www.bikecollectives.org]. The network provides a forum for people involved with community bike shops nationwide to exchange information and share resources. After only six months, '''XX members''' from '''X community bike shops''' are active participants. Cycling Utah named The Salt Lake City Bicycle Collective the “Road Club of the Year” and Jason Bultman, the Collective’s President, “Bicycle Advocate of the Year.”

The Collective runs a variety or programs, and offers its services to citizens and organizations alike. We donate bikes to the International Rescue Committee, the Odyssey House of Utah, and Navajo Santa. We provide mechanic courses at The Road Home, and the YMCA. We also work with local Eagle Scout Troops to organize bike drives and help them to obtain their community service badges. In addition to all this, we provide materials and tools to make jewelry, furniture, crazy custom bikes, wind chimes – or anything else one can create – all out of bike parts.

Our main programs include:

'''Community Bike Shop'''

During the past summer, upwards of 40 patrons used the Community Bike Shop’s facilities to repair or rebuild a bicycle under the guidance of dedicated volunteers. In the winter, the shop is highly utilized just by the nature of the season. This winter, volunteers successfully renovated and reorganized the shop space, making it highly efficient to both volunteers and patrons.

'''Bicycle Education Project'''

During its freshmen year, the Bicycle Education Project provided bicycle safety instruction to, and promoted helmet use among, '''XXXX''' children and adults. By teaching the necessary skills to ride with traffic and avoid accidents, we increase safety for existing bicyclists and encourage more people to go by bike. Instructors certified by the only nationally recognized program of its kind teach our classes. Our courses are regularly offered, and overcome deterrents by being inexpensive, easily accessible, and fun. In addition, The SLCBC acts as a catalyst to motivate other organizations and schools in Utah to offer safe-cycling classes.

'''Bike Valet at the Salt Lake City Downtown Farmer’s Market'''

Collective showcased programs, and offered free Bike Valet at the Salt Lake City Downtown Farmer’s Market for the '''Xth''' year in 2006. Over the course of the 20 weeks of the market, SLCBC volunteers parked and watched over 1611 bicycles – assisting and encouraging an average of 81 people who chose to ride instead of drive. '''[Enter small amt of data on local bike theft?]'''

'''Earn-a-Bike courses'''

We collaborate with the YMCA and YouthCity to present Earn-a-Bike courses. These classes re-acquaint the concept of repair, provide an affordable means of transportation, promotes a sustainable and healthy lifestyle, teach safety, as well as instill self-confidence and pride. Focusing on a low-income demographic, our students take apart and then learn how to rebuild a bicycle from scratch using the proper tools and techniques. In 2006, the Collective guided '''XX [age? Income? Do we have this data?]''' students through the process rebuilding a bike in Earn-a-Bike courses. Through this program, we equipped '''X AMOUNT''' OF kids with their own bike, and '''X AMOUNT''' OF students were able to donate '''XX''' bicycles to '''(COUNTRY?)''' refugees, extending the legacy of service into the community.

=== Definition of Problem Areas ===

Currently, Utah ranks 11th highest in the nation for bicycle deaths per capita. Furthermore, youth are involved in the majority of bicycle/motor vehicle crashes, and account for 41% of all bicycle deaths in Utah (UDOH). This figure is far higher than the national percentage of youth bicycle deaths (18%) (NCSA). The most effective way to prevent head injury and bicycle fatalities is proper helmet use. Unfortunately, helmet use among young Utah cyclists is low, with only 5% of secondary school-age youth wearing helmets when they ride (UDOH 2004). All bicycle crashes are preventable. Although cyclists can not control their surroundings, when cyclists follow the rules of the road as other vehicle operators, they greatly reduce their risk of being involved in a crash (citation).

Bicycles remain a viable and often essential means of transportation for youth, allowing them to access to recreational activities, after school programs and part-time jobs. Providers of youth programming in Salt Lake City frequently cite the lack of transportation to and from programming as an obstacle to youth involvement, particularly among low-income youth. A bicycle solves this problem, supplying a way to get around that is independent of bus schedules, promotes health and wellness, and has little to no environmental impact.

Twenty-three percent of Utah’s K-12 youth are responsible for taking care of themselves after school, and the small but growing offering of after school programs is not meeting Utah’s demand. Youth in self-care spend an average of seven hours per week unsupervised. Of these children, 19% would be likely to participate in an after-school program if one were available to them in their community (After 3pm). After school programs have crime reduction potential because they engage youth at the time in the day when Juvenile violence peaks (US department of Justice). Additionally, students who
participate in extracurricular activities achieve better grades, have lower rates of truancy, attain higher levels of achievement in college and feel more attached to their schools. (Michelle Galley. "Extra Benefits Tied to Extracurriculars" Education Week, October 18, 2000)
(is this redundant and obvious?)

[http://health.utah.gov/pio/nr/2004/0519-bike-helmet.pdf Bicycle Deaths Utah]

[http://www.afterschoolalliance.org/press_archives/america_3pm/UT_NR.pdf Afterschool Statistics]

[http://http://www.justice.utah.gov/Research/Crime/JuvenileArrest.pdf Utah Juvenile Arrest Statistics]

[http://www.ncjrs.gov/pdffiles1/ojjdp/178992.pdf US Department of Justice Juvenile Crime Report]

=== Purposes of Proposed Grant ===

Fueled with more volunteers, participants and resources than ever before, the Collective can address the needs of our community by growing the Earn-a-Bike after school program. Earn-a-Bike Courses not only provide a safe and constructive after school environment, but also encourage safe practices on the road, community and environmental stewardship, and provide an independent means of transportation for youth. Ideally this program would run year round, four days a week, and reach over 300 kids every year. With students working in teams, an instructor is able to assist two teams (4 students). This would require three instructors for each Earn-a-bike class of twelve students. While volunteer instructors are a huge asset to the program, the consistency that comes with a paid instructor creates reliable mentors for youth. Funding for these instructors is essential.

Another imperative aspect for the program is the availability of sufficient tools, workspace, and consumable supplies (see below). Each team of two students would share a work station equipped with the proper tools to rebuild their bicycle. The powder coating process aesthetically transforms someone else's old bike into their brand new bike. However, it is during the dismantling for powder coating that they gain intimate knowledge of every aspect of their bike. Powder coating would be more affordable with the ability to sandblast and prep bikes ourselves.

While certainly the highlight of the course is the completion of their bicycles, the curriculum would be incomplete without bicycle safety education. Currently, students have the option of obtaining their Road I or Kids II certification, a curriculum created by the League of American Bicycles. These courses teach the importance of riding safe with helmets, locks, lights. It is our desire to provide helmets, locks, and lights to students at this time to reinforce and encourage that education.

* objective
* goals

** To provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
** To provide a safe, supportive, respective environment for all participants.
** To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
** To provide an opportunity for students to earn bicycles through their participation in the program

* benefits to achieve

=== Impact of Approval of Grant ===

* The ability to provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
* Financially secure and gaurantee a safe, supportive, respective environment for all participants.
* To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
* To provide an opportunity for students to earn bicycles through their participation in the program.

=== Budget ===

=== On Going Funding ===

While the funding for this particular grant will allow us build the infrastructure necessary to offer classes.
However, we will need to continue paying our instructors, shop supplies will need to be replaced, and powder coating has a cost per frame. All of these aspects are crucial to the success of the program and will require continual funding. However, with the current success, and the support of foundations, we feel our program's funding opportunities will only increase as we seek other funding sources.

=== Others Working in the Field ===

== Agreement ==

In consideration of the grant which may be made by the Foundation to the
Grantee, and the Grantee's promises herein contained, the following understandings shall be
binding:

=== 12.1 Effectiveness. ===

In the event that the Foundation approves a grant to the Grantee, the parties
agree that this Application and Agreement shall be in full force and effect pertaining to the
granted funds. This Application and Agreement is being made to constitute a legally binding
and enforceable agreement on the part of the Grantee to use any funds transferred to it from
the Foundation, strictly in accordance with the understandings set forth and to perform other
promises contained herein.

=== 12.2 Use of Granted Funds. ===

In the event the Foundation approves a grant to the Grantee, the
latter agrees to use said granted funds strictly for the purposes set forth in said "Grant
Application and Agreement" submitted by the Grantee to the Foundation.

=== 12.3 Submission of Reports. ===

The Grantee agrees that within six months of receiving funds from
the Foundation, and/or upon the request of the Foundation, the Grantee will submit a written
report to the Foundation in the form captioned "Post-Grant Report" which will be mailed to you
with the check if your grant is approved. The Post-Grant Report must include information
concerning:

(a) The use of the donated funds and the progress made toward achieving the objectives for
which the grant was made;

(b) The impact of the funds granted (how this grant has made a difference);

(c) Whether or not the funds were diverted from the purposes of the grant;

(d) When and how the funds were expended, including a breakdown of the use of the funds
granted based upon the records of the Grantee, detailing all expenditures made from such
grant (including salaries, travel and supplies); and

(e) If the project received publicity, include a copy or description in your report.

If the grant is not fully expended by the Grantee within six months of the Grantee's receipt of
the funds, an interim report shall be made at that time and for each six month period
thereafter, until completion of the use of the granted funds, or until the Foundation advises
the Grantee, in writing, that such reports will no longer be required. The Grantee is also
required to submit a final report on all expenditures from the granted funds.

=== 12.4 Misrepresentation or Failure of Compliance. ===

In the event it is discovered that there was any misrepresentation contained in any documents submitted by Grantee to the Foundation, or if there is a failure by the Grantee to comply with any obligation of the Grantee or to perform the provisions of this Application and Agreement, the Foundation will be relieved of any obligation to make any payments to the Grantee, and the Grantee agrees that it will promptly repay the Foundation to full amounts of any grants made by the Foundation to the Grantee, plus interest at the highest legal rate from the date said payment or payments were 4 made by the Foundation to the Grantee, to the date of repayment of the same. Further, the Grantee agrees to pay and reimburse the Foundation for reasonable attorney's fees and costs
incurred by it to enforce this Agreement.

===12.5 Grant Conditioned on Express Approval By Trustees of the Foundation.===

The execution of this Application and Agreement shall not be deemed to constitute a promise, commitment or duty on the part of the Foundation to make a grant to the Grantee. The Application and Agreement is being executed as a proposed Application and Agreement, solely for the purposes of becoming effective in the event the Foundation does in fact approve a grant to the Grantee. The evidence of such approval shall be formal action by the Trustees of the Foundation, and notice of such action by the Trustees of the Foundation being transmitted in writing to the Grantee.

===12.6 Restrictions As To Uses of Granted Funds.===

The Grantee will use the full amount of the granted funds solely for the purposes specified in this Grant Application and Agreement, and for no other purposes. This restriction relates to the purposes of the grant; and, except as provided in paragraph 10.7, it is the responsibility of the Grantee to select appropriate means by which the grant is used solely for such prescribed purposes, whether directly for its own use or by others selected by it. To the extend that the Grantee pays or distributes any part of the grant to, or uses any part of the grant for any other organization or person, it is understood that the selection of any such recipient has been or will be made solely by the Grantee, and the reference to any such recipient in the Grant Application and Agreement or report in connection with this grant does not constitute an earmarking by the Foundation for the use of any funds to or for any such recipient.

===12.7 Restrictions With Respect to Certain Acts.===

The Grantee agrees not to use any of the funds:

(a) To carry on propaganda, or otherwise to attempt to influence legislation (within the
meaning of Sec. 4945(d)(1) of the Internal Revenue Code;

(b) To influence the outcome of any specific public election, or to carry on, directly or
indirectly, any vote or registration drive (within the meaning of Sec.4945(d) of the
Internal Revenue Code);

(c) For any grant which does not comply with the requirements of Sec. 4945(d)(3) or (4) of
the Internal Revenue Code; or

(d) For any purposes other than the ones specified in Sec. 170(c)(2)(B) of the Internal
Revenue Code.

===12.8 Record Keeping.===

The Grantee agrees to maintain its books and records in a manner that satisfies Internal Revenue Code Treasury Regulation Sec.53-4945-5(c)(3) and in such a way that funds from the Foundation will be shown separately on the Grantee's books. Expenditures made by the Grantee in furtherance of the purposes specified in this Grant Application and Agreement must be charged against the grant. The Grantee will maintain records of such expenditures adequate to identify the use of the funds for the
specified purposes.

===12.9 Private Foundations.===

In the event it is determined by the Treasury Department that the Grantee is a private foundation, as distinguished from a public charity, or if in fact the Grantee is a private foundation, the undersigned Grantee agrees that any funds given to it by the Foundation will be completely expended for charitable purposes, during the calendar year in which the donation was made to it by the Foundation, or within 2-1/2 months after the end of such year. If said funds are not fully expended for said purposes within the time limits described above, Grantee agrees to refund and pay to the Foundation all funds received by Grantee from the Foundation which were not expended within said time limits.

===12.10 Availability of Grantee's Records.===

The Grantee will maintain its records of expenditures from the grant, as well as copies of the reports submitted by it to the Foundation with respect to such grant, for at least four (4) years after completion of the use of the grant. It will make its books and records available to the Foundation at reasonable times during such period.

===12.11 Repayment of Grant.===

The Grantee will promptly repay to the Foundation any portion of the amount granted which is not used by the Grantee for the purposes specified in this Grant Application and Agreement or, in the discretion of the Grantee, will hold such portion for repayment of distribution at the direction of the Foundation.

===12.12 Privacy.===

The Grantee will hold the Foundation and trustees names and addresses private
from any and all lists which are given, loaned or sold to any other entity for any purpose, and
specifically, for solicitation.

===12.13 Attachments or Amendments.===

Any attachments or amendments made by the grantee to the
foregoing items shall be null and void and shall not change the terms of this grant agreement
or be a part of this grant agreement.

===12.14 Entire Agreement.===

The Applicant agrees that this application including its description
of the use of proceeds and other terms, constitutes the entire agreement between the parties
and that there are no other or further agreements outstanding not specifically mentioned here.
However, the terms of this agreement may be amended, altered, supplemented, or modified
By the written agreement of both parties.

SLCBC Hemingway Foundation Grant

2007-02-27T20:57:11Z

67.166.123.154: /* Others Working in the Field */

[[Media:HemingwayFoundationGrant.pdf|Hemingway Foundation Grant]]

== Section 1 ==

''The correct address, telephone number and principal officers of the Grantee are:''

Street Address:
2312 S. West Temple
Salt Lake City, UT 84115

Mailing Address:
PO Box 2400
Salt Lake City, UT 84110

Telephone: 801-328-2453

President: Jason Bultman

Primary Contact: Jonathan Morrison, Project Coordinator

== Section 2 ==

''Please provide a list of the names and addresses of all officers, directors, and members of the Board of Directors of your organization.''

Jason Bultman, President

Brian Price
1130 South Richards Street
Salt Lake City UT 84101

Patrick Beecroft, Shop Manager

Michael Wise, Treasurer

Jonathan Morrison, Project Coordinator -- Full Time Employee
247 Wayne Court
Salt Lake City, UT 84101

Ron Ferrucci
265 Wayne Court
Salt Lake City, UT 84101

Clinton Watson

== Section 3 ==

''Please attach copies of your organization's entire audited financial statements (balance sheet income statement, cash flow and notes) from the two most recent years, management letters along with management's response and a copy of your most recent Form 990. Also, submit a copy of your strategic plans, if available and your monthly/quarterly in-house financial statements''

'''TODO: We need to provide a cover letter explaining the situation'''

2006 will be the first year that the Salt Lake City Bicycle Collective is required to file an IRS 990 Form. Instead we have included our last few years of annual reports. Since we were established in 2002, we have been able to keep the overhead cost of the organization down. In fact until we hired our first full time employee in September of 2006 we were 100% volunteer run organization. That dedication and countless volunteer hours is what has defined the Salt Lake City Bicycle Collective.

* [http://www.slcbikecollective.org/downloads/2005AnnualReport.pdf 2005 Annual Report]
* [http://www.slcbikecollective.org/downloads/2004AnnualReport.pdf 2004 Annual Report]
* [http://www.slcbikecollective.org/downloads/2003AnnualReport.pdf 2003 Annual Report]

== Section 4 ==

''A copy of the Grantee's most current U.S. Treasury Department exemption letter is attached (which must be dated after January 1, 1970). The undersigned represents that said exemption letter and the exemption thereby evidenced are in effect and good standing at this time. The exemption type, number, and date are as follows:''

== Section 5 ==

''Please circle which type of charity or foundation (within the meaning of the Internal Revenue Code) you claim to be: ''

'''(a)Public''' (b)Private Operating Foundation (c)Private (Non-Operating) Foundation

== Section 6 ==

''Is your organization listed in the [http://apps.irs.gov/app/pub78 Cumulative List of Organizations] published by the Treasury Department?''

( ) Yes '''(X) No'''

This is because as of December 31st, 2006 we have completed our Advanced Ruling Period and will be filing our [http://www.irs.gov/pub/irs-pdf/f8734.pdf IRS 8734] before the March 31st deadline.

== Section 7 ==

''Please circle each appropriate area for the grant you are seeking:''

Category:
(a) Arts
'''(b) Environment'''
'''(c) Educational Programs'''
'''(d) Healthier Lifestyles'''
'''(e) Community Programs'''

Type:
'''(a) Education'''
'''(b) Equipment'''
'''(c) Program'''

Impact Area:
'''(a) Local'''
(b) State
(c) Regional

Population:
'''(a) Children'''
'''(b) Teens'''
'''(c) Minority'''
(d) Disabled
'''(e) General'''
'''(f) Student'''
(g) Elderly

== Section 8 ==

''Please describe in dollars and percentages that amount Grantee seeks from the Hemingway Foundation to fund the project:''

(a) Dollar amount requested $ '''TODO'''

(b) Total to fund the project $ '''TODO'''

(c) Percentage of total project % '''TODO'''

== Section 9 ==

''Describe all additional funding or other sources of funds that will be used to fund this project.''

(a) Source Amount Received Amount Pledged

'''TODO'''

(b) Matching funds (please give a full description of any matching funds):

'''TODO'''

== Section 10 ==

''Please type, within the space provided, a brief synopsis of your request for funding.''

For the last few years we have been running our most cherished program, Earn-a-Bike, solely on the hearts of volunteers and minor donations of tools and supplies. We have done a lot with a little and our proof is in our kids, their smiles, their determination, their new found confidence, and the beautiful bikes they know they made themselves. It is because of their response to our program that we want to offer the program on a bigger scale. This expansion is going to require funding and employees to properly run the program.

== Section 11 ==

=== Nature of the Grantee ===

'''Section Goals:'''

* Establish who we are
* Describe our organizational goals
* Establish Credibility in the project area
* Lead logically to the problem statement

The Salt Lake City Bicycle Collective (SLCBC) was founded in 2002 by five especially enthusiastic bicycle advocates; modeled after already established shops in Portland, OR and Boston, MA. Our founders harnessed their desire to promote the same advocacy of, and accessibility to cycling, here in the community of Salt Lake City. In 2006, SLCBC is a creative advocacy organization. We share the virtues of bicycling with our community, and build the bicycling environment through the programs and services we offer. Our mission is to promote cycling as an effective and sustainable form of transportation and to act as a cornerstone of a cleaner, healthier, and safer society. The SLCBC provides refurbished bicycles and educational programs to the community, focusing on children and lower income households. We are also a bike shop, where we allow patrons to bring in their own bikes and use our free community tools.

In the past five years, The SLCBC has risen above its initial goals; we now host five comprehensive programs as well as have representation in all regional advocacy promotions and events. The Collective’s dedicated volunteers have logged over '''X amount''' of hours this year, and are expected to log over 2,500 hours during the next calendar year. In addition, SLCBC is hiring a full-time Project Coordinator, which will hasten expansions and improvements to core programs in 2007.

Since its inception, the SLCBC has received local and nation recognition for its leadership. During 2006, the Collective spearheaded the creation of the Bike Collective Network, [http://www.bikecollectives.org/ www.bikecollectives.org]. The network provides a forum for people involved with community bike shops nationwide to exchange information and share resources. After only six months, '''XX members''' from '''X community bike shops''' are active participants. Cycling Utah named The Salt Lake City Bicycle Collective the “Road Club of the Year” and Jason Bultman, the Collective’s President, “Bicycle Advocate of the Year.”

The Collective runs a variety or programs, and offers its services to citizens and organizations alike. We donate bikes to the International Rescue Committee, the Odyssey House of Utah, and Navajo Santa. We provide mechanic courses at The Road Home, and the YMCA. We also work with local Eagle Scout Troops to organize bike drives and help them to obtain their community service badges. In addition to all this, we provide materials and tools to make jewelry, furniture, crazy custom bikes, wind chimes – or anything else one can create – all out of bike parts.

Our main programs include:

'''Community Bike Shop'''

During the past summer, upwards of 40 patrons used the Community Bike Shop’s facilities to repair or rebuild a bicycle under the guidance of dedicated volunteers. In the winter, the shop is highly utilized just by the nature of the season. This winter, volunteers successfully renovated and reorganized the shop space, making it highly efficient to both volunteers and patrons.

'''Bicycle Education Project'''

During its freshmen year, the Bicycle Education Project provided bicycle safety instruction to, and promoted helmet use among, '''XXXX''' children and adults. By teaching the necessary skills to ride with traffic and avoid accidents, we increase safety for existing bicyclists and encourage more people to go by bike. Instructors certified by the only nationally recognized program of its kind teach our classes. Our courses are regularly offered, and overcome deterrents by being inexpensive, easily accessible, and fun. In addition, The SLCBC acts as a catalyst to motivate other organizations and schools in Utah to offer safe-cycling classes.

'''Bike Valet at the Salt Lake City Downtown Farmer’s Market'''

Collective showcased programs, and offered free Bike Valet at the Salt Lake City Downtown Farmer’s Market for the '''Xth''' year in 2006. Over the course of the 20 weeks of the market, SLCBC volunteers parked and watched over 1611 bicycles – assisting and encouraging an average of 81 people who chose to ride instead of drive. '''[Enter small amt of data on local bike theft?]'''

'''Earn-a-Bike courses'''

We collaborate with the YMCA and YouthCity to present Earn-a-Bike courses. These classes re-acquaint the concept of repair, provide an affordable means of transportation, promotes a sustainable and healthy lifestyle, teach safety, as well as instill self-confidence and pride. Focusing on a low-income demographic, our students take apart and then learn how to rebuild a bicycle from scratch using the proper tools and techniques. In 2006, the Collective guided '''XX [age? Income? Do we have this data?]''' students through the process rebuilding a bike in Earn-a-Bike courses. Through this program, we equipped '''X AMOUNT''' OF kids with their own bike, and '''X AMOUNT''' OF students were able to donate '''XX''' bicycles to '''(COUNTRY?)''' refugees, extending the legacy of service into the community.

=== Definition of Problem Areas ===

Currently, Utah ranks 11th highest in the nation for bicycle deaths per capita. Furthermore, youth are involved in the majority of bicycle/motor vehicle crashes, and account for 41% of all bicycle deaths in Utah (UDOH). This figure is far higher than the national percentage of youth bicycle deaths (18%) (NCSA). The most effective way to prevent head injury and bicycle fatalities is proper helmet use. Unfortunately, helmet use among young Utah cyclists is low, with only 5% of secondary school-age youth wearing helmets when they ride (UDOH 2004). All bicycle crashes are preventable. Although cyclists can not control their surroundings, when cyclists follow the rules of the road as other vehicle operators, they greatly reduce their risk of being involved in a crash (citation).

Bicycles remain a viable and often essential means of transportation for youth, allowing them to access to recreational activities, after school programs and part-time jobs. Providers of youth programming in Salt Lake City frequently cite the lack of transportation to and from programming as an obstacle to youth involvement, particularly among low-income youth. A bicycle solves this problem, supplying a way to get around that is independent of bus schedules, promotes health and wellness, and has little to no environmental impact.

Twenty-three percent of Utah’s K-12 youth are responsible for taking care of themselves after school, and the small but growing offering of after school programs is not meeting Utah’s demand. Youth in self-care spend an average of seven hours per week unsupervised. Of these children, 19% would be likely to participate in an after-school program if one were available to them in their community (After 3pm). After school programs have crime reduction potential because they engage youth at the time in the day when Juvenile violence peaks (US department of Justice). Additionally, students who
participate in extracurricular activities achieve better grades, have lower rates of truancy, attain higher levels of achievement in college and feel more attached to their schools. (Michelle Galley. "Extra Benefits Tied to Extracurriculars" Education Week, October 18, 2000)
(is this redundant and obvious?)

[http://health.utah.gov/pio/nr/2004/0519-bike-helmet.pdf Bicycle Deaths Utah]

[http://www.afterschoolalliance.org/press_archives/america_3pm/UT_NR.pdf Afterschool Statistics]

[http://http://www.justice.utah.gov/Research/Crime/JuvenileArrest.pdf Utah Juvenile Arrest Statistics]

[http://www.ncjrs.gov/pdffiles1/ojjdp/178992.pdf US Department of Justice Juvenile Crime Report]

=== Purposes of Proposed Grant ===

Fueled with more volunteers, participants and resources than ever before, the Collective can address the needs of our community by growing the Earn-a-Bike after school program. Earn-a-Bike Courses not only provide a safe and constructive after school environment, but also encourage safe practices on the road, community and environmental stewardship, and provide an independent means of transportation for youth. Ideally this program would run year round, four days a week, and reach over 300 kids every year. With students working in teams, an instructor is able to assist two teams (4 students). This would require three instructors for each Earn-a-bike class of twelve students. While volunteer instructors are a huge asset to the program, the consistency that comes with a paid instructor creates reliable mentors for youth. Funding for these instructors is essential.

Another imperative aspect for the program is the availability of sufficient tools, workspace, and consumable supplies (see below). Each team of two students would share a work station equipped with the proper tools to rebuild their bicycle. The powder coating process aesthetically transforms someone else's old bike into their brand new bike. However, it is during the dismantling for powder coating that they gain intimate knowledge of every aspect of their bike. Powder coating would be more affordable with the ability to sandblast and prep bikes ourselves.

While certainly the highlight of the course is the completion of their bicycles, the curriculum would be incomplete without bicycle safety education. Currently, students have the option of obtaining their Road I or Kids II certification, a curriculum created by the League of American Bicycles. These courses teach the importance of riding safe with helmets, locks, lights. It is our desire to provide helmets, locks, and lights to students at this time to reinforce and encourage that education.

* objective
* goals

** To provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
** To provide a safe, supportive, respective environment for all participants.
** To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
** To provide an opportunity for students to earn bicycles through their participation in the program

* benefits to achieve

=== Impact of Approval of Grant ===

* The ability to provide a pre-vocational training experience, in which students learn the value of participation, productive work, punctuality and dependability.
* Financially secure and gaurantee a safe, supportive, respective environment for all participants.
* To teach students basic bike mechanics and bike safety skills, and the increased self-sufficiency that comes with having these skills.
* To provide an opportunity for students to earn bicycles through their participation in the program.

=== Budget ===

=== On Going Funding ===

While the funding for this particular grant will allow us build the infrastructure necessary to offer classes.
However, we will need to continue paying our instructors, shop supplies will need to be replaced, and powder coating has a cost per frame. All of these aspects are crucial to the success of the program and will require continual funding. However, with the current success, and the support of foundations, we feel our program's funding opportunities will only increase as we seek other funding sources.

=== Others Working in the Field ===

== Agreement ==

In consideration of the grant which may be made by the Foundation to the
Grantee, and the Grantee's promises herein contained, the following understandings shall be
binding:

=== 12.1 Effectiveness. ===

In the event that the Foundation approves a grant to the Grantee, the parties
agree that this Application and Agreement shall be in full force and effect pertaining to the
granted funds. This Application and Agreement is being made to constitute a legally binding
and enforceable agreement on the part of the Grantee to use any funds transferred to it from
the Foundation, strictly in accordance with the understandings set forth and to perform other
promises contained herein.

=== 12.2 Use of Granted Funds. ===

In the event the Foundation approves a grant to the Grantee, the
latter agrees to use said granted funds strictly for the purposes set forth in said "Grant
Application and Agreement" submitted by the Grantee to the Foundation.

=== 12.3 Submission of Reports. ===

The Grantee agrees that within six months of receiving funds from
the Foundation, and/or upon the request of the Foundation, the Grantee will submit a written
report to the Foundation in the form captioned "Post-Grant Report" which will be mailed to you
with the check if your grant is approved. The Post-Grant Report must include information
concerning:

(a) The use of the donated funds and the progress made toward achieving the objectives for
which the grant was made;

(b) The impact of the funds granted (how this grant has made a difference);

(c) Whether or not the funds were diverted from the purposes of the grant;

(d) When and how the funds were expended, including a breakdown of the use of the funds
granted based upon the records of the Grantee, detailing all expenditures made from such
grant (including salaries, travel and supplies); and

(e) If the project received publicity, include a copy or description in your report.

If the grant is not fully expended by the Grantee within six months of the Grantee's receipt of
the funds, an interim report shall be made at that time and for each six month period
thereafter, until completion of the use of the granted funds, or until the Foundation advises
the Grantee, in writing, that such reports will no longer be required. The Grantee is also
required to submit a final report on all expenditures from the granted funds.

=== 12.4 Misrepresentation or Failure of Compliance. ===

In the event it is discovered that there was any misrepresentation contained in any documents submitted by Grantee to the Foundation, or if there is a failure by the Grantee to comply with any obligation of the Grantee or to perform the provisions of this Application and Agreement, the Foundation will be relieved of any obligation to make any payments to the Grantee, and the Grantee agrees that it will promptly repay the Foundation to full amounts of any grants made by the Foundation to the Grantee, plus interest at the highest legal rate from the date said payment or payments were 4 made by the Foundation to the Grantee, to the date of repayment of the same. Further, the Grantee agrees to pay and reimburse the Foundation for reasonable attorney's fees and costs
incurred by it to enforce this Agreement.

===12.5 Grant Conditioned on Express Approval By Trustees of the Foundation.===

The execution of this Application and Agreement shall not be deemed to constitute a promise, commitment or duty on the part of the Foundation to make a grant to the Grantee. The Application and Agreement is being executed as a proposed Application and Agreement, solely for the purposes of becoming effective in the event the Foundation does in fact approve a grant to the Grantee. The evidence of such approval shall be formal action by the Trustees of the Foundation, and notice of such action by the Trustees of the Foundation being transmitted in writing to the Grantee.

===12.6 Restrictions As To Uses of Granted Funds.===

The Grantee will use the full amount of the granted funds solely for the purposes specified in this Grant Application and Agreement, and for no other purposes. This restriction relates to the purposes of the grant; and, except as provided in paragraph 10.7, it is the responsibility of the Grantee to select appropriate means by which the grant is used solely for such prescribed purposes, whether directly for its own use or by others selected by it. To the extend that the Grantee pays or distributes any part of the grant to, or uses any part of the grant for any other organization or person, it is understood that the selection of any such recipient has been or will be made solely by the Grantee, and the reference to any such recipient in the Grant Application and Agreement or report in connection with this grant does not constitute an earmarking by the Foundation for the use of any funds to or for any such recipient.

===12.7 Restrictions With Respect to Certain Acts.===

The Grantee agrees not to use any of the funds:

(a) To carry on propaganda, or otherwise to attempt to influence legislation (within the
meaning of Sec. 4945(d)(1) of the Internal Revenue Code;

(b) To influence the outcome of any specific public election, or to carry on, directly or
indirectly, any vote or registration drive (within the meaning of Sec.4945(d) of the
Internal Revenue Code);

(c) For any grant which does not comply with the requirements of Sec. 4945(d)(3) or (4) of
the Internal Revenue Code; or

(d) For any purposes other than the ones specified in Sec. 170(c)(2)(B) of the Internal
Revenue Code.

===12.8 Record Keeping.===

The Grantee agrees to maintain its books and records in a manner that satisfies Internal Revenue Code Treasury Regulation Sec.53-4945-5(c)(3) and in such a way that funds from the Foundation will be shown separately on the Grantee's books. Expenditures made by the Grantee in furtherance of the purposes specified in this Grant Application and Agreement must be charged against the grant. The Grantee will maintain records of such expenditures adequate to identify the use of the funds for the
specified purposes.

===12.9 Private Foundations.===

In the event it is determined by the Treasury Department that the Grantee is a private foundation, as distinguished from a public charity, or if in fact the Grantee is a private foundation, the undersigned Grantee agrees that any funds given to it by the Foundation will be completely expended for charitable purposes, during the calendar year in which the donation was made to it by the Foundation, or within 2-1/2 months after the end of such year. If said funds are not fully expended for said purposes within the time limits described above, Grantee agrees to refund and pay to the Foundation all funds received by Grantee from the Foundation which were not expended within said time limits.

===12.10 Availability of Grantee's Records.===

The Grantee will maintain its records of expenditures from the grant, as well as copies of the reports submitted by it to the Foundation with respect to such grant, for at least four (4) years after completion of the use of the grant. It will make its books and records available to the Foundation at reasonable times during such period.

===12.11 Repayment of Grant.===

The Grantee will promptly repay to the Foundation any portion of the amount granted which is not used by the Grantee for the purposes specified in this Grant Application and Agreement or, in the discretion of the Grantee, will hold such portion for repayment of distribution at the direction of the Foundation.

===12.12 Privacy.===

The Grantee will hold the Foundation and trustees names and addresses private
from any and all lists which are given, loaned or sold to any other entity for any purpose, and
specifically, for solicitation.

===12.13 Attachments or Amendments.===

Any attachments or amendments made by the grantee to the
foregoing items shall be null and void and shall not change the terms of this grant agreement
or be a part of this grant agreement.

===12.14 Entire Agreement.===

The Applicant agrees that this application including its description
of the use of proceeds and other terms, constitutes the entire agreement between the parties
and that there are no other or further agreements outstanding not specifically mentioned here.
However, the terms of this agreement may be amended, altered, supplemented, or modified
By the written agreement of both parties.

== Questions for Hemingway ==

* What is the definition of "Nature" in section 11?
* In section 12, do Problem areas pertain to society or the existing program?

SLCBC Hemingway Foundation Grant

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SLCBC Hemingway Foundation Grant

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SLCBC Hemingway Foundation Grant

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SLCBC Hemingway Foundation Grant

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SLCBC Hemingway Foundation Grant

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SLCBC Hemingway Foundation Grant

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SLCBC Hemingway Foundation Grant

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Hours

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Usually this is dictated by what '''hours''' your [[core volunteers]] can '''reliably''' and '''consistently''' offer. Usually they will have other financial obligations such as paying rent and buying food, so shop hours will have to contend with regular jobs.

'''Rules of thumb:'''

* Open the shop to the public at or after 5pm on a ''couple'' nights a week.
* Open more nights as your reliable volunteer base grows.
* Open the shop at least one separate night a week for '''just''' volunteering.
* Consider winter and summer hours, where one or two open nights are closed for the winter.

== Economizing vs. Maximizing ==

SLCBC Hemingway Foundation Grant

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