ARTICLE I. NAME
The name of this Corporation shall be Love, Sweat & Gears. In these bylaws, the acronym “LS&G” shall stand for Love, Sweat & Gears. It shall be a non-profit corporation.
ARTICLE II. NON-PROFIT STATUS
1. LS&G shall operate as a non-profit corporation in accordance with requirements of 501(c)(3) of the Internal Revenue Code and the Non-Profits Section of the Colorado Corporations Act. No part of the net earnings of LS&G shall accrue to the benefit of any individual.
2. LS&G is a corporation, with the Board of Directors (consisting of President, Vice President, Treasurer, Secretary, and one community member) as its governing members.
3. LS&G is organized exclusively for educational and charitable purposes while fostering national or international amateur sports competition and the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future United States Internal Revenue law.
4. a). No part of the income or assets of the corporation shall inure to the benefit of, or be distributed to any of its members, directors, or officers as such, or to any other private persons during the life of the corporation or upon its dissolution or final liquidation. Nothing in this subsection, however, shall be construed to prevent the payment of reasonable compensation to officers of the corporation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in this document.
b). LS&G shall not make loans to its officers, directors, or employees. Any director who votes for, or assents to the making of, a loan or advance to an officer, director, or employee of the corporation, and any officer who participates in the making of such a loan, or advance, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.
c). Not withstanding any other provision of these articles, LS&G shall not carry on activities not permitted under:
i). A corporation exempt from federal income taxation under Section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law.
ii). A corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law.
iii). Laws of the State of Colorado governing the operation of a Nonprofit Corporation.
5. Activities of the corporation shall not include the issuance or carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not, either directly or through the actions of any of its directors or officers, participate in, contribute to, or intervene in (including the publishing or distribution of statements and materials), or otherwise support or assist, any political party, or campaign on behalf or in opposition to any candidate for public office.
ARTICLE III. PURPOSE
Love, Sweat & Gears has been organized to operate exclusively for educational and charitable purposes while fostering national or international amateur sports competition, including but not limited to:
• To educate, promote, and advance people of all ages to the importance and benefits of leading an active lifestyle throughout the lifespan.
• To inspire members of the community toward excellent health by becoming active via an assortment of activities that include but are not limited to public educational workshops on topics geared toward improving health such as nutrition, exercise, and personal growth. Educational sessions that will include technique and structure for multiple endurance events including touring, racing and long distance bicycling.
• To provide opportunity for training and planning for endurance events of choice at the local, national and international level including the Race Across America, an annual amateur bicycle race with international competition.
• To support and donate funds to local Colorado community 501(c)(3) organizations whose mission is to advance healthy lifestyle and/or promotes bicycling.
ARTICLE IV. MEMBERS
1. Any individual or institution willing to promote the objectives of Love, Sweat & Gears, upon written application and payment of prescribed dues, if any, may be deemed eligible for membership in this corporation.
2. Annual dues, if any, shall be determined by the Board of Directors
3. Decisions shall be determined by a majority vote of the Board of Directors
ARTICLE V. OFFICERS AND BOARD OF DIRECTORS
1. The Officers shall consist of the President, Vice President, Treasurer, and Secretary. Officers may hold multiple positions if deemed necessary by the Board of Directors.
2. The Board of Directors shall consist of a minimum of three Officers and, ideally, one community member.
3. The Board of Directors shall be selected from the community at large or from membership, if any, and shall serve a term of three years with no limit to the number of terms a Director may serve.
4. The Board of Directors shall control and manage the affairs, funds, property, and expenditures of the Corporation, shall carry out its purposes, and shall execute its by-laws.
5. The Board of Directors shall meet as frequently as needed, but not less than annually, to carry on the business of the Corporation. A special meeting of the Board of Directors shall be held when requested by a majority of the Board of Directors. The Secretary shall notify all members, of the time and place of each meeting at least one week in advance. Meetings may be conducted electronically if needed by Skype, email or conference call.
6. The unexpired term of any member of the Board of Directors who resigns or is removed from the Board of Directors shall be filled by invitation extended by the remaining Board of Directors from among the roster of members or community members deemed have appropriate expertise for the corporation. These prospects will be interviewed and voted on by majority of the Board of Directors.
7. Resignations of Directors are effective upon receipt of a written notification by the Secretary or the President of the Corporation.
8. At any meeting of the Board of Directors duly called, any Director may, by vote of two-thirds (2/3) of the entire Board, be removed from office and the resulting vacancy shall be filled.
9. The Board of Directors shall determine the dates and nature of all meetings and events of the Corporation with due consideration being given to any expressed wishes of the membership, if any.
10. A quorum of the Board of Directors shall consist of a majority vote in attendance. In the absence of a quorum, the Board members may propose suggestions for an ensuing meeting, but no actions may be taken until a quorum is present.
11. All members of the Board of Directors shall make a financial contribution in support of the Corporation annually.
ARTICLE VI. COMMITTEES
1. Committees may be formed by suggestion from the community, membership if any, or by the Board of Directors, and then voted on by the Board of Directors.
ARTICLE VII. DUTIES OF OFFICERS
1. The President shall be the principal executive officer with the responsibility for general supervision of the affairs of the Corporation. The President shall preside at all meetings of the Corporation and of the Board of Directors, but may designate the Vice-President to function when the President is unavailable. With the approval of the Board of Directors, the President shall appoint all committees and shall serve as an ex-officio member of all committees except the Nominating Committee.
2. The Vice President shall substitute in the absence of the President and shall carry out whatever responsibilities may be assigned by the President or the Board of Directors, and shall have custody of the funds of the Society and shall deposit them in insured financial institutions or invest them pursuant to policy established by the Board of Directors.
3. The Treasurer shall pay all bills, shall be responsible for the collection of dues or of any debts owed to the Corporation and shall keep a roll of membership. At the first regular meeting after the end of the fiscal year, or at any earlier special meeting, the Treasurer shall submit to the Board of Directors the annual balance sheet and income and expense account. The accounts and reports shall be subject to such directions and to such audits as the Board of Directors may prescribe.
4. The Secretary shall keep a record of the proceedings of the Corporation and of the Board of Directors and carry out any necessary correspondence on behalf of the Corporation.
ARTICLE VIII. REGULAR MEETINGS
1. Regular meetings shall be held at the discretion of the Board of Directors at least annually at such place and time as may be designated by the Board of Directors. These meetings may be conducted “electronically” either by Skype, conference calls, email, or in person.
2. Special meetings of the Board of Directors may be called by the President, or by a majority of the board.
3. For the transaction of any business requiring the approval of the Board of Directors, a quorum shall consist of majority of the members.
4. Decisions shall be by majority vote, including proxies.
5. The latest available “Robert’s Rules of Order” shall govern all meetings of the Corporation.
ARTICLE IX. FEES AND DUES
1. Charges, fees, and dues shall be established by vote of the Board of Directors. They shall have the right to establish classes of membership, if any.
2. Dues are payable in advance and become due on an annual basis. It shall be the responsibility of the Treasurer to bill the members at least three weeks prior to the date on which payment is due.
ARTICLE X. FISCAL YEAR
1. The fiscal year of the Society shall be January 1st to December 31st.
ARTICLE XI. DISSOLUTION
1. Upon dissolution of Love, Sweat & Gears, and after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. This will be determined by a majority vote of the Board of Directors.
ARTICLE XII. AMENDMENTS TO BY-LAWS
1. Amendments to these by-laws must be proposed in writing. A proposal for an amendment may be offered by any member in good standing. Signatures of ten other members in good standing must accompany the proposal. The Secretary will circulate such proposals to the Board of Directors, which must approve the proposals by two thirds of the Board Members. Upon approval by the Board of Directors, the amendment will be subject to ratification by a majority of the membership present at the next Annual Meeting or at any meeting of the Corporation provided the amendment shall have been circulated in advance of the meeting.
ARTICLE XIII. NONDISCRIMINATION
1. Love, Sweat & Gears is committed to a policy of fair representation on the Board of Directors and will not discriminate on the basis of race, disability, sex, color, religion, sexual orientation, geography or age. Directors shall be selected on the basis of representation from the nonprofit sector, the business community, and the community at large. At least 51 per cent of the board will consist of representatives of 501(c)(3) Nonprofit Members. While representatives of General Member organizations will not be excluded from serving on the organization’s board, there will be no minimum number of representatives specified from this group.