Published using Google Docs
GRBPC BYLAWS 4-5-24
Updated automatically every 5 minutes

BYLAWS

OF

GRAND RAPIDS BIKE POLO CLUB

The name of the organization is Grand Rapids Bike Polo Club. The organization is organized in accordance with  the Nonprofit Corporation Act, Act 162 of 1982, as amended. The organization has not been formed for the  making of any profit, or personal financial gain. The assets and income of the organization shall not be  distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall  only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be  deemed to prohibit the payment of reasonable compensation to employees and independent contractors for  services provided for the benefit of the organization. This organization shall not carry on any other activities  not permitted to be carried on by an organization exempt from federal income tax. The organization shall not  endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose  of the organization is the following:

The Club is established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the  Internal Revenue Code of 1986, as amended or the corresponding section of any future federal tax code, and  shall be operated exclusively for promoting an active and healthy lifestyle directly associated with the game  of bike polo with equal emphasis on (1) instructing games rules, player strategy, and social/good  sportsmanship to all age groups and skill levels; (2) seeking new and upkeeping playing venues for bike  polo; and (3) working cooperatively within the community with community members and special interest  groups to promote the sport of bike polo to all.

The Club shall not engage in any activity or the exercise of any powers which are not in furtherance of its  primary non-profit purposes. The Club shall not participate in any activities which have not been permitted  to be carried out by a corporation exempt under Section 501(c) of the Internal Revenue Code of  1986 or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and  Regulations as it now exists or may be amended.

The organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue  Code.

ARTICLE I

MEETINGS

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of  appointing directors and for the transaction of such other business as may properly come before the meeting.  The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

Section 2. Special Meetings. Special meetings may be requested by the President or the Board of  Directors. A special meeting of members is not required to be held at a geographic location if the meeting is  held by means of the internet of other electronic communications technology in a manner pursuant to which  the members have the opportunity to read or hear the proceedings substantially concurrent with the  occurrence of the proceedings, note on matters submitted to the members, pose questions, and make  comments.

Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise  required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the  purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the  corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited  in ordinary U.S. mail, properly addressed, with postage prepaid.

Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless  otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of  directors may permit any or all directors to participate in a regular or special meeting by, or conduct the  meeting through the use of, any means of communication by which all directors participating may  simultaneously hear each other during this meeting. A director participating in a meeting by this means shall  be deemed to be present in person at the meeting.

Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a  quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a  quorum is represented at an adjourned meeting, any business may be transacted that might have been  transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum  may continue to transact business until adjournment, even if the withdrawal of some directors results in  representation of less than a quorum.

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be  taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is  signed by the directors with respect to the subject matter of the vote.

ARTICLE II

DIRECTORS

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 3 to 8 directors. The initial directors shall be named in the Articles of Incorporation.

Section 2. Election and Term of Office. Should a director cease their, the remaining Board of Directors shall elect a successor. Each director shall serve a term of at least 1 year, or until a successor has been appointed and qualified.

Section 3. Quorum. A majority of directors shall constitute a quorum.

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed  adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the  purpose of electing its new officers, appointing new committee chairpersons and for transacting such other  business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional  regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary,  or any two directors by providing five days' written notice. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A  special meeting of members is not required to be held at a geographic location if the meeting is held by  means of the internet of other electronic communications technology in a manner pursuant to which the  members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence  of the proceedings, note on matters submitted to the members, pose questions, and make comments.

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which  a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required  by law or by these by-laws for a particular resolution. A director of the organization who is present at a  meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have  assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board  shall keep written minutes of its proceedings in its permanent records.

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which  may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a  consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of  the committee of directors, as the case may be.

Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting  called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation,  removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy  shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its  members a committee or committees, temporary or permanent, and designate the duties, powers and  authorities of such committees.

ARTICLE III

OFFICERS

Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may  be held by one person. The President may not serve concurrently as a Vice President.

President/Chairman. The President shall be the chief executive officer and shall preside at all  meetings of the Board of Directors and its Executive Committee, if such a committee is created by  the Board.

Vice President. The Vice President shall perform the duties of the President in the absence of the  President and shall assist that office in the discharge of its leadership duties.

Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive  Committee, shall keep an accurate list of the directors, and shall have the authority to certify any  records, or copies of records, as the official records of the organization. The Secretary shall  maintain the minutes of the Board of Directors' meetings and all committee meetings.

Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the  organization as directed and authorized by the Board of Directors and Executive Committee, if any,  and shall make reports of corporate finances as required, but no less often than at each meeting of  the Board of Directors and Executive Committee.

Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at  the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall  serve a one year term or until a successor has been elected and qualified.

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent  of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The organization shall not have a corporate seal. All instruments that are executed on behalf of the  organization which are acknowledged and which affect an interest in real estate shall be executed by the  President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the  organization, including a release of mortgage or lien, may be executed by the President or any Vice President. Notwithstanding the preceding provisions of this section, any written instrument may be executed  by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

ARTICLE V

AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a  quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all  board members at least ten (10) days before the meeting.

ARTICLE VI

INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of  this organization shall be indemnified and held harmless by the organization to the fullest extent authorized  by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to  the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE VII

DISSOLUTION

The organization may be dissolved only with authorization of its Board of Directors given at a special  meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the  members. In the event of the dissolution of the organization, the assets shall be applied and distributed as  follows:

All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made  therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other  organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable  and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as  amended, of a similar or like nature to this organization, as determined by the Board of Directors.

Certification

Morgan Tinney, President of Grand Rapids Bike Polo Club, and Mariah Bennett, Secretary of Grand Rapids Bike  Polo Club certify that the foregoing is a true and correct copy of the bylaws of the above-named organization,  duly adopted by the initial Board of Directors on August 22, 2023.

I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly  adopted by the initial Board of Directors on August 22, 2023.

By:s_Af_President_Name_Name_ resident_Name_Date_

Morgan Tinney

Date: 4-4-2024

Morgan Tinney, President _Af_Secretary_Name_Name_

d_Af_asdfSecretary_Name_Date_

Mariah Bennett

Date: 4-4-2024

Mariah Bennett, Secretary