PUMP By Laws

ARTICLE I – NAME: The name of this organization shall be the Portland
United Mountain Pedalers (PUMP).

ARTICLE II – PURPOSE: PUMP is organized and shall be operated exclusively
for charitable, scientific, and educational purposes. Subject to the limitations
stated in the Articles of Incorporation, the purposes of PUMP shall be to
engage in any lawful activities, none of which are for profit, for which
a corporation may be organized under the Oregon Nonprofit Corporation Act
and within the meaning of section 501(c)(3) of the United States Internal
Revenue Code of 1986, as amended.

PUMP shall have all corporate powers enumerated in the Oregon Nonprofit
Act.

PUMP shall be operated for the following purposes:

1. To educate the public about the benefits of mountain biking and to encourage
   broad public participation;
2. To educate trail users and the mountain bike community
   about safe and responsible riding and trail use;
3. To promote and enhance
   quality mountain biking recreational opportunities in Oregon and Washington;
4. To
   develop working relationships with government entities and private landowners
   and trail users to expand trails, facilities and riding opportunities;
5. To
   build and maintain trail systems, and assist public entities responsible
   for park and trail upkeep, for the public good; and
6. To promote appreciation
   for, and responsible and safe use of, public lands and resources, and
   promote conservation and environmental responsibility.

ARTICLE III – MEMBERSHIP:

1. MEMBERS. PUMP shall comprise no fewer than seven (7) members.
2. NEW MEMBERS.
   New members shall be admitted upon completing and signing an application
   for membership and paying annual membership dues.
3. TERM OF MEMBERSHIP. Membership
   may continue until dues expire, or until members choose to resign. Membership is not transferable
   or assignable.
4. REMOVAL FROM MEMBERSHIP.
   1. Members will be automatically removed if they
      do not renew and pay the annual membership dues.
   2. Members wishing to
      resign may do so through written or oral communication to an officer
      or board member of PUMP. Unless the Board of Directors shall determine
      special circumstances that warrant a refund, membership dues are
      not refundable.
5. DIRECTORS. The activities of PUMP shall be managed
   by its Board of Directors.
   1. The Board of Directors shall be elected
      by Members present at the final annual membership meeting each year.
   2. Only members who have been members of PUMP for two years (24 months)
      or more shall be deemed eligible to serve on the Board.
   3. Board members elected
      should, to the greatest extent possible, represent a diversity of
      age, ethnicity, gender, and cycling abilities.
   4. The number of Directors
      shall be no fewer than five (5) and no greater than seven (7).
   5. Board
      members shall serve for a minimum term of two years and may serve
      an optional third year without re-election.
      1. Board member desiring to
         serve beyond the optional third year must stand for re-election
         as part of the regular election process at the final annual membership
         meeting in November of the end of his/her third year of service.
   6. Duties of the each Director shall include:
      1. Providing guidance and
         direction to the members and ensuring that the Bylaws and purposes
         of PUMP are being implemented.
      2. Acting as co-chairpersons for PUMP
         meetings and events, to include facilitating club membership
         meetings on a rotating basis.
      3. Serving as officers of PUMP and delegating
         such functions to other members or committees as appropriate.
      4. Exercising general supervision over the business and financial
         affairs of PUMP.
      5. Acting as principal spokespersons for PUMP and
         as liaisons between PUMP and their respective community components;
         and informing members of the needs of those components within
         the purpose of PUMP.
      6. Serving as visible representatives of PUMP
         consistent with its purpose.
   7. Any Director may be removed at any
      time by a unanimous vote of the other board members and a majority
      vote of those present at a meeting of the members. Information
      regarding this action shall be made available to all members
      present and shall be recorded in the minutes of the meetings.
6. OFFICERS.
   As noted above, Directors of PUMP shall also be deemed
   officers of PUMP and shall directly assume or delegate certain official
   organizational functions to members or committees of members including
   but not limited to the positions below:
   1. Treasurer function - A PUMP member
      (who may also be a Director) appointed by the Board shall be responsible
      for the financial records of the club, including maintaining compliance
      with Oregon and federal statutes concerning raising and spending
      funds and reporting income and expenditures.
   2. Secretary function - A Director
      or a member appointed by the Board of Directors shall be responsible
      for recording, preparing, and distributing the minutes from all membership
      and Board meetings and shall maintain permanent records of PUMP correspondence,
      announcements, and publications.
   3. President function - A PUMP member
      (who may also be a Director) appointed by the Board may assume the
      title of President. The duties and responsibilities of the President
      shall be determined by the Board

ARTICLE IV - MEETINGS OF MEMBERS:

1. PUMP shall hold general membership meetings
   on the last Tuesday evening of the months January through November, unless
   another meeting time and place is selected and published by the Board.
2. The location of the meetings shall be determined by the Board and at
   least ten (10) days of advance notice of such location shall be given to
   the Members.
3. A quorum shall be defined as at least three board members
   present along with five (5) or more individuals on PUMP membership rolls.
4. The
   members present at a duly called and held meeting at which a quorum is
   initially present may continue to do business notwithstanding the loss
   of a quorum at the meeting due to a withdrawal of member(s) from the
   meeting, provided that any action thereafter taken must be approved by
   at least five (5) members.

ARTICLE V - MEETINGS OF THE BOARD OF DIRECTORS:

1. The Board of Directors shall
   meet as needed to conduct business of the Board.
2. All meetings of the
   Board of Directors shall be open to any members who specifically request
   to attend.

ARTICLE VI – COMMITTEES: Committees, if deemed necessary by the Board,
shall be constituted and dissolved with a specific task.

ARTICLE VII - OPERATING POLICIES: The day-to-day operations of PUMP
shall be determined by these Bylaws and policies adopted by a majority vote
of the members at a duly called meeting.

ARTICLE VIII - AMENDMENTS TO BYLAWS: These Bylaws may be altered,
amended or repealed by a two-thirds vote of the members present at a duly-called
PUMP meeting, provided that notice of the proposed Bylaw changes shall be
in writing and shall be published in PUMP’s newsletter or on its web site
at least three weeks prior to the meeting at which they will be considered.

ARTICLE IX – INDEMNIFICATION: To the fullest extent permitted
under the Oregon Nonprofit Corporation Act, as amended, PUMP shall indemnify
any Director or Officer who is made a Party to a Proceeding because the individual
is or was a Director or Officer against Liability incurred in the Proceeding,
including without limitation advancement of Expenses. Capitalized terms
used in the preceding sentence shall have the meaning assigned to such terms
in the Oregon Nonprofit Corporation Act.

ARTICLE X – DISSOLUTION: PUMP may be dissolved by the vote of two-thirds
of the members present at a duly called meeting provided that notice of the
proposed dissolution shall be in writing and shall be published in the club's
newsletter or on its web site at least three weeks prior to the meeting at
which dissolution will be considered. Upon dissolution of the organization,
the Board of Directors shall, after making provision for payments of all
liabilities, distribute all remaining assets of PUMP 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 distribute
the remaining assets to the federal government, or to a state or local government,
for the public purpose. Any assets not so disposed of shall be
disposed of by a court of competent jurisdiction of the county in which the
principal office of the Corporation is then located, exclusively for such
purposes or to such organization(s), as said Court shall determine, which
are organized and operated exclusively for such purposes.