2.1.2. Applicants must complete the form of application prescribed by the Board of Directors or membership secretary from time to time and pay membership dues as determined by the Board of Directors. The application form, along with all renewal of membership forms, shall include a waiver and release of liability, in form and substance satisfactory to the Board, releasing the Club, along with its officers, directors and members, from any and all claims arising out of Club activities or events or membership in the Club.

2.1.3. The Board of Directors may reject any applicant or terminate the membership of any member if the Board determines in its sole discretion that the new or continued membership in the Club of such person is detrimental to the best interests of ORC (including, but not limited to, matters related to support of Club goals, compliance with Club rules, safety, integrity, harmonious relationships among members or smooth Club operations, etc.). The decision of the Board shall be final.

2.2. Membership Terms; Dues. The length of term for all memberships shall be established from time to time by the Board of Directors; provided, however, that until such time or times as the Board may otherwise establish, membership terms shall be for one (1) year and may be successively renewed (subject to these By-Laws and the rules of the Club). The Board of Directors shall also determine periodic dues in the Board’s sole discretion, and, if the Board so determines, special assessments. Without limiting the generality of the foregoing or of the Board’s discretion, the Board may from time to time establish different tiers or categories of membership in the Club (such as, by way of example and not by way of limitation, corporate membership, individual membership, juniors, masters, etc.), and if the Board elects to establish different tiers or categories of membership, the Board may declare different dues and/or Club rules applicable to such different membership groups.

2.4. Uniforms. The Board of Directors may from time to time in its sole and absolute discretion prescribe official Club uniforms, consisting of any or all of the following: jersey; shorts; socks; gloves or other items. The Board may prescribe that some uniform items (e.g., jerseys) are required, while declaring others as optional (e.g., socks or post-ride tee-shirts). All members shall, at their own cost and expense, purchase required uniform items and shall wear such items at all Club rides and events. Any member wearing a Club uniform, whether then engaged in a Club activity or otherwise, shall refrain from any action or behavior that might bring disrepute to the Club (including, but not limited to, fighting, profanity, unsporting conduct, etc.).

2.5. Sponsorship of Members. The Board of Directors may, in its sole discretion, elect to sponsor (through Club funds or resources) one or members of the Club who actively competes in amateur cycling events and whose sponsorship is deemed appropriate by the Board.

2.6. Waiver of Dues Or Fees. In addition to the Board’s possible sponsorship as provided in Section 2.5, the Board of Directors may, in its sole discretion, elect to reduce, forbear, waive or advance from Club resources any Club dues, event entry fees, licensing fees, equipment cost, transportation or lodging or any other fee or expense related to Club cycling activity for any Club member in good standing in the event the Board determines in its discretion that such member is deserving and that circumstances warrant any such action, including, but not limited to, (i) junior-level members in need of financial assistance, or (ii) junior or non-junior members otherwise deemed appropriate by the Board.

2.7. Awards. The Board may from time to time establish and distribute to any Club member or other person such prizes, medals, plaques or other awards or evidence of special service, achievement or accomplishment as the Board may see fit in its discretion.

2.8. Membership In Other Clubs. ORC members may also belong to other cycling clubs or organizations; provided, however, that no ORC member may participate in any organized competitive cycling event on behalf of or as a member of any other cycling club or organization without the prior express written permission of the Board of Directors, which the Board may grant or withhold in its sole discretion.

2.9. Voting. Management of the Club shall be in the Board of Directors as hereinafter provided, but with respect to those matters regarding which any matter is put to a vote of the members in the Board’s discretion or regarding which any member is entitled to vote as may be required by applicable law or under these By-Laws, each member shall have one (1) vote. There will be no cumulative voting. If and to the extent the Board of Directors, acting in its sole discretion, puts any matter to a vote of the Club membership, whether on a frequent or regular basis or otherwise, in no event shall any binding precedent or duty of any kind be created that would oblige the Board to again put the same or similar matters to a vote of the membership in the future. The outcome of any member vote shall be determined by the Secretary of the Club, and the Secretary’s determination shall be deemed final.

ARTICLE 3 – MEETINGS

3.2. Annual Meeting. A meeting of the members shall be held each year for the election of members of the Board of Directors and of certain officers (as hereinafter provided) and for the transaction of any other business that may come before the meeting. Unless and until otherwise declared by the Board of Directors, (i) annual meetings of the members shall be held during November of each calendar year, and (ii) the annual meeting of the members shall be held at the same time and place as the monthly meeting of the Board of Directors.

3.4. Time and Place of Meeting. The Board of Directors may in its discretion designate the date, time and place, either within or without the state of Florida, for any monthly, annual or special meeting of the members or of the Board; provided, however, that if a special meeting has been called by the members as aforesaid, that meeting shall be held on such date and at such time and place as shall be called for by said members in their call for a special meeting; provided further, however, that any such special meeting so called for by the members shall be held in the central Florida area and notice of such meeting shall be given at least thirty (30) days in advance thereof.

3.5 Action Without a Meeting.

3.5.1 Unless otherwise provided in the articles of incorporation of the Club, action required or permitted to be taken at any meeting of the members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the Club at its principal office in Florida, its principal place of business, the corporate secretary, or another officer or agent of the Club having custody of the book in which proceedings of meetings of members are recorded. Written consent shall not be effective to take corporate action referred to in the consent unless the consent is signed by members having the requisite number of votes necessary to authorize the action within 60 days of the date of the earliest dated consent and is delivered in the manner required by this section.

3.5.2. Any written consent may be revoked prior to the date that the Club receives the required number of consents to authorize the proposed action. A revocation is not effective unless in writing and until received by the Club at its principal office in Florida, its principal place of business, the corporate secretary, or another officer or agent of the Club having custody of the book in which proceedings of meetings of members are recorded.

3.5.3. Within 10 days after obtaining such authorization by written consent, notice must be given to those members who are entitled to vote on such action but who have not consented in writing. The notice must fairly summarize the material features of the authorized action.

3.5.4. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

3.5.5. Whenever action is taken pursuant to this section, the written consent of the members consenting to such action or the written reports of any inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of members.

3.6. Adjourned Meetings. When any meeting of the members is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with the manner required for Club notices hereunder.

3.7. Waiver of Notice of Meeting. Whenever any notice is required under these By-Laws or under applicable law to be given to any member, a waiver in writing signed by the person or persons entitled to such notice, whether signed before, during, or after the time of the meeting and delivered to the Club for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Attendance of a member at a meeting, whether in person or by proxy, constitutes waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, unless the member attends a meeting solely for the purpose stating, at the beginning of the meeting, any such objection or objection to the transaction of affairs.

3.9. Proxies; Method of Voting. Any member entitled to vote may vote in person, by proxy or by any other method established by the secretary of the Club as may be determined in the sole but good faith judgment of the secretary to be expedient and effective under the circumstances (including, but not limited to, oral communication [whether in person or otherwise], telephone, U.S. mail, hand delivery, e-mail, Internet transmission, facsimile or any other form of electronic transmission [whether now or hereafter developed], etc.). Any member may appoint a proxy to vote or otherwise act for him or her by signing a written appointment, either personally or by his or her duly authorized attorney-in-fact. An appointment of a proxy is effective when received by the Club secretary or such other officer or agent authorized to tabulate votes, but shall not be valid after 11 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the member appointing a proxy does not affect the right of the Club to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

3.10. Quorum. A quorum to do business at a meeting of the members shall be not less than one-fifth (1/5) of the members (rounded to the next whole number) then listed as members in good standing on the membership roll maintained by the membership secretary. For the avoidance of doubt, a quorum of the members at any members’ meeting shall not be necessary unless a matter is required to be voted upon by the members under these By-Laws or applicable law or a matter is put to a vote of the members in the sole discretion of the Board as provided in Section 2.7 hereof.

3.11. Manner of Action. If a quorum is present at a meeting of the members, action on a matter (other than the election of directors) by the members present in person or by proxy is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of affirmative votes is required by the articles of incorporation of the Club or by law.

3.12. Voting for Directors or Officers. Unless otherwise provided in the articles of incorporation of the Club, directors and officers will be elected by a plurality of the votes cast by members entitled to vote in the election at a meeting at which a quorum of members is present in person or by proxy. Voting shall be by open ballot or other open method, unless otherwise prescribed by the Board of Directors.

ARTICLE 4 – BOARD OF DIRECTORS

4.4. Monthly Meetings. The Board shall meet on a monthly basis and such meeting shall, unless determined by the Board in its sole discretion, be held at the same time and in the same place at the monthly meeting of members of the Club.

4.5. Special Meetings. Special meetings of the Board of Directors may be called upon at least two (2) days’ advance notice by the chairman of the Board or by a number of directors that shall constitute a quorum; provided, however, that in the case of an emergency (as determined in the sole discretion of the person(s) authorized to call the special meeting) no advance notice will be necessary. The person or persons authorized to call special meetings of the Board may designate any place, either within or without the state of Florida, as the place for holding any special meeting of the Board called by them. If no designation is made, the place of the meeting shall be the usual place for monthly meetings of the members and the Board. Notice of any special meeting of the Board may be given as provided under Section 3.8 of these By-Laws.

4.6. Waiver of Notice of Meeting. Notice of a meeting of the Board of Directors need not be given to any director who signs a written waiver of notice before, during, or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of affairs because the meeting is not lawfully called or convened.

4.7. Quorum. A majority of the number of directors fixed by, or in the manner provided in, these By-Laws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the board of directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled.

4.8. Manner of Action. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors.

4.9. Presumption of Assent. A director of the Club who is present at a meeting of the Board of Directors or a committee of the Board when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.

4.10. Meeting Adjournment. A majority of the Board of Directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

4.11. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee of it may be taken without a meeting if a consent in writing, stating the action so taken, is signed by all the directors. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

4.12. Meetings by Means of Conference Telephone Call or Similar Electronic Equipment. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

4.13. Resignation. Any director may resign at any time by giving written notice to the Board of Directors, its chairperson or to the Club. The resignation of any director shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the Board may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date.

4.14. Removal.

4.14.1. Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the vote or agreement in writing by a majority of all votes of the membership of the Club.

4.14.2. The notice of a meeting of the members to recall a member or members of the Board of Directors shall state the specific directors sought to be removed.

4.14.3. A proposed removal of a director at a meeting shall require a separate vote for each Board member sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each Board member to be removed.

4.14.4. If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.

4.14.5. Any director who is removed from the Board shall not be eligible to stand for reelection until the next annual meeting of the members.

4.14.6. Any director removed from office shall turn over to the Board of Directors within 72 hours any and all records of the corporation in his or her possession.

4.14.7. If a director who is removed shall not relinquish his or her office or turn over records as required under this section, the circuit court in the county where the corporation’s principal office is located may summarily order the director to relinquish his or her office and turn over corporate records upon application of any member.

4.14.8. Any director who is also an officer of the Club or who holds any other position or office with the Club shall, upon his or her removal from the directorship, automatically be removed from any and all such office(s) and position(s); provided, however, that with respect to any such additional office or position other than president, vice president, secretary or treasurer, the director removed or to be removed may retain such additional office or position if the vote or agreement to remove such person as a director expressly provides that such person shall retain any such office (and, in the case of a director who holds multiple offices or positions [other than president, vice president, secretary or treasurer as aforesaid], specifically states which offices or positions such person shall retain).

4.15. Vacancies. Any vacancy in the Board of Directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though the remaining directors constitute less than a quorum of the Board of Directors, or by the sole remaining director, as the case may be, or if the vacancy is not so filled or if no director remains, by a vote of the members of the Club as provided under Section 3.12 of these By-Laws. A director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be likewise filled by the Board, but only for a term of office until the next election of officers and directors as provided in these By-Laws.

4.16. Compensation. No director shall receive any compensation for acting as a director of the Club. The Board of Directors may in its discretion promulgate rules or policies for reimbursement of out-of-pocket expenses actually and reasonably incurred by directors in furtherance of bona fide Club activities, or the Board may authorize and direct the Treasurer to make reimbursement for any of such expenses so incurred on a case-by-case basis from time to time.

4.17. Budget. The Board shall account to the members of the Club for the Club’s budget and balance sheet each year at the annual meeting of the members of the Club.

4.18. Committees.

4.18.1 The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as may be prohibited by the articles of incorporation, Section 617.0825, Florida Statutes (2000), or by other law.

4.18.2. Each committee must have two or more members who serve at the pleasure of the Board. The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of the committee.

ARTICLE 5 – OFFICERS

5.1. Officers. The officers of the Club shall be a president, a vice president, a secretary, a treasurer, a membership secretary (who may be one and the same as the treasurer or secretary), and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the Board of Directors. Any two or more offices may be held by the same person.

5.2. Election; Appointment and Term of Office. The president, vice president, secretary and the treasurer shall each be elected by the members of the Club as provided in these By-Laws. All other officers of the Club, if any, shall be appointed annually by the Board of Directors and shall serve at the pleasure of the Board. Each officer shall hold office until a successor has been duly elected or appointed, as the case may be, or until an earlier resignation, removal from office, or death.

5.3 Resignation. Any officer of the Club may resign from his or her respective office or position by delivering notice to the corporation. The resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Club accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

5.4. Removal. The president, vice president, secretary or treasurer of the Club may be removed by the members in the manner described in Section 4.14 of these By-Laws. Any other officer of the Club may be removed from his or her respective office or position at any time, with or without cause, by the Board of Directors.

5.5. President. The president shall be the chief executive officer of the Club and shall, subject to the control of the Board of Directors, generally supervise and control all of the business and affairs of the corporation, and preside at all meetings of the members, the Board of Directors (as chairperson of the Board), and all committees of the Board on which he or she may serve. In addition, the president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors, and as are incident to the offices of president and chief executive officer.

5.6. Vice President. The vice president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors.

5.7. Secretary. The secretary shall keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and the seal of the Club; and keep a register of the post office address of each member of the Club. In addition, the secretary shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of secretary.

5.8. Treasurer. The treasurer shall have charge and custody of, and be responsible for, all funds and property of the Club; receive and give receipts for money due and payable to the Club from any source whatsoever; and deposit all such money in the name of the Club in such banks, trust companies, or other depositaries as shall be used by the Club. In addition, the treasurer shall possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of treasurer.

5.9. Membership Secretary. The membership secretary, in coordination with the secretary and the treasurer, shall have charge and custody of the complete register of all members of the Club, including, but not limited to, (i) the name, post office address, telephone number and e-mail address (if available), and emergency contact of each Club member, and (ii) the status of each member as being current with respect to Club dues and other obligations and whether such member is otherwise in good standing. In addition, the membership secretary shall possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of membership secretary.

5.10. Other Officers and Agents. Each and every officer and agent of the Club shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors, the officer appointing him or her, and such officer or officers who may from time to time be designated by the Board to exercise supervisory authority.

5.11. Compensation. No officer or agent shall receive any compensation for acting as an officer or agent of the Club. The Board of Directors may in its discretion promulgate rules or policies for reimbursement of out-of-pocket expenses actually and reasonably incurred by officers or agents of the Club in furtherance of bona fide Club activities, or the Board may authorize and direct the Treasurer to make reimbursement for any of such expenses so incurred on a case-by-case basis from time to time.

ARTICLE 7 – AMENDMENTS AND CLUB PROPERTY

7.1 Amendments to By-Laws. These By-Laws may be modified, altered, amended, or repealed, and new bylaws may be adopted, by action of the Board of Directors.

7.2. Club Property. All right, title and interest in and to any property, whether real, personal or mixed, acquired through expenditure of Club funds or use of Club resources shall vest exclusively in the Club, and any person who acquires any such property through use of Club funds or resources shall hold such property in trust for the Club and not to the personal use or benefit of any such person, and, upon request of the Board of Directors or any officer of the Club, any such person shall immediately (i) relinquish possession and control of any such property to such person as may be designated by the Board of Directors or such officer, and (ii) execute and deliver such document or instrument deemed necessary or appropriate to evidence Club ownership of such property (including, but not limited to, deeds, bills of sale, assignments, etc.).

ARTICLE 8 – CORPORATE SEAL; RECORDS

8.1. Seal. The Board of Directors may provide for a corporate seal which shall be circular and shall have the name of the corporation, the year of its incorporation, and the state of incorporation inscribed on it.

8.2. Records. All records of the Club, except for those involving threatened or on-going litigation, shall be open to inspection and copying by any member of the Club. The secretary shall be responsible for making such records available to any member who requests them upon reasonable advance prior notice in writing. Any document reproduction or similar costs shall be borne by the party requesting inspection and copying.Approved by the Board of Directors this 11th day of December, A.D., 2000