ARTICLE I OFFICES

Principal Office

Section 1.01. The principal address of the Corporation for its transaction of business is P.O. Box 7286 in the City of San Jose and County of Santa Clara, California 95150.

Change of Address

Section 1.02. The Board of Directors is hereby granted full power and authority to change the principal address of the Corporation from one location to another in the County of Santa Clara, California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.

ARTICLE II MEMBERS

Classification of Members

Section 2.01. The Corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall have more than one membership in the Corporation.

Eligibility for Membership

Section 2.02. Any person, as defined in Section 5065 of the Corporations Code, is eligible to be a member of the Corporation, except that, in the case of a natural person such person shall not be eligible for membership unless over the age of eighteen (18) years without the written consent or approval of parent or legal guardian.

Admission to Membership

Section 2.03. Any person eligible for membership under Section 2.02 of these Bylaws shall be admitted to membership upon an application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors and upon payment of the first annual dues as specified in Section 2.05 of these Bylaws.

Application Fee

Section 2.04. There shall be no fee for making application for membership in the Corporation.

Dues

Section 2.05. The annual dues payable to the Corporation by members shall be in such amounts as shall be determined from time to time by a simple majority of the members in attendance at a regularly scheduled general meeting of the membership. Dues shall be payable for the first year on admission to membership and annually thereafter at such time or times as may be fixed by the Board of Directors.

Assessments

Section 2.06. Memberships shall be nonassessable.

Number of Members

Section 2.07. There shall be no limit on the number of members the corporation may admit.

Transferability of Membership

Section 2.08. Neither the membership in the Corporation nor any right in the membership may be transferred or assigned for value or otherwise.

Membership Book

Section 2.09. The Corporation shall keep in any form capable of being converted into written form a membership book containing the name and address of each member. Such

book shall be kept by the Membership Chair or Secretary of the Corporation and shall be subject to the rights of inspection required by law and as set forth in Section 2.10 of these Bylaws.

Inspection Rights of Members

Section 2.10.(a) Subject to the Corporation's right to set aside a demand for inspection pursuant to Section 8332 of the Corporations Code and the power of the court to limit inspection rights pursuant to Section 8332 of the Corporations Code, and unless the Corporation provides a reasonable alternative as permitted by Section 2.10(c) of these Bylaws, a member satisfying the qualifications set forth hereinafter may do either or both of the following:

(1) Inspect and copy the record of all the members' names, addresses, and voting rights, at reasonable times, on five (5) business days' prior written demand on the Corporation which demand shall state the purpose for which the inspection rights are requested; or

(2) Obtain from the Membership Chair of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

Section 2.10.(b) The rights of inspection set forth in Section 2.10(a) of these Bylaws may be exercised by any member, for a purpose reasonably related to such person's interest as a member.

Section 2.10.(c) The Corporation may, within ten (10) business days after receiving a

demand pursuant to Section 2.10(a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership

list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 2.10(a) of these Bylaws shall be deemed reasonable; unless within a reasonable time after acceptance of the

offer, the Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the proper purpose of the demand made pursuant to Section 2.10(a) of these Bylaws.

Nonliability of Members

Section 2.11. A member of the Corporation shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation.

Termination of Membership

Section 2.12. The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:

1. The voluntary resignation of a member.
2. Where a membership is issued for a period of time, the expiration of such period of time.
3. The death of a member.
4. The nonpayment of dues.
5. Revocation of membership by 2/3 majority of the Board for activities adverse to the well-being of the Club

ARTICLE III MEETING OF MEMBERS

Place

Section 3.01. Meeting of members shall be held at such location within the County of Santa Clara, State of California, as may be designated from time to time by resolution of the Board of Directors.

Regular Meetings

Section 3.02 (a) The members shall meet regularly for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these Bylaws. The day and time of these monthly meetings to be designated from time to time by resolution of the Board of Directors and published in the newsletter

Section 3.02 (b) The regular meetings of the members may be held without notice or

call unless the day, the time or the location of the meeting from the previous month is changed. In such event the members shall be given written notice of the change either by personal delivery or by bulk-rate United States Mail, postage prepaid, not less than five (5) nor more than fifteen (15) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.

Special Meetings

Section 3.03. Special meetings of members shall be called by the Board of Directors, or the Chairman of the Board or the President of the Corporation and held at such place within the County of Santa Clara, State of California as may be ordered by resolution of the Board of Directors. Five (5) percent or more of the members of the Corporation may call special meetings for any lawful purpose.

Notice of Special Meetings

Section 3.04. Written notice of every special meeting of members shall be either personally delivered or mailed by first-class United States mail, postage prepaid, not less then ten (10) nor more then fifteen (15) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.

In the event notice is given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal address of the Corporation.

Contents of Notice

Section 3.05. The notice shall state the place, date and time of the meeting. The notice of any meeting at which Directors are to be elected shall include the names and positions sought of all those who are nominees at the time the notice is given to the members.

Waivers, Consents, and Approvals

Section 3.06. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present in person, and if, either before

or after the meeting, each of the persons entitled to vote, but not present in person, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Quorum

Section 3.07. A quorum at any meeting of members shall consist of ten per cent (10%) of the voting power, represented in person. For purposes of this Bylaw, "voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.

Loss of Quorum

Section 3.08. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.

Adjournment for Lack of Quorum

Section 3.09. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted except as provided in Section 3.08 of these Bylaws.

Voting of Membership

Section 3.10 (a) Each member, age 18 and over, is entitled to one vote on each matter submitted to a vote of the members.

Section 3.10 (b) Cumulative voting shall not be authorized for the election of directors or for any other purpose.

Section 3.10 (c) Members entitled to vote shall not be permitted to vote or act by proxy.

Action Without Meeting by Written Ballot

Section 3.11 (a). Any action which may be taken at any regular or special meeting of members may be taken without a meeting. If an action is taken without a meeting, the Corporation shall distribute a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation. Approval by written ballot

shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Section 3.11 (b). Directors may be elected by written ballot.

Section 3.11 (c). Ballots shall be solicited in a manner consistent with the requirements of giving notice of members' meetings set forth in section 3.04 of these Bylaws and of voting by written ballot set forth in Section 3.11(d) of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballots must be received in order to be counted.

Section 3.11 (d). The form of written ballots distributed to ten (10) or more members

shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted on by such written ballot. The form shall also provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote must be cast in accordance therewith. In any election of Directors, any form of written ballot in which the Directors to be voted on are named therein as candidates and which is marked by a member "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.

Section 3.11 (e). Unless otherwise provided in the Articles of Incorporation of the Corporation or these Bylaws, a written ballot may not be revoked.

Conduct of Meetings

Section 3.12. (a) The President of the Corporation or, in his or her absence, any other person chosen by a majority of the members present in person shall be Chairman of and shall preside over the meetings of the members.

Section 3.12. (b) The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairman of the meeting of

members shall appoint another person to act as secretary of the meeting.

Section 3.12. (c) The Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law, or rules governing agenda, motions, and related matters.

ARTICLE IV DIRECTORS

Number

Section 4.01. The corporation shall have not less than three nor more than eleven Directors. Collectively, the Directors shall be known as the Board of Directors.

Qualifications

Section 4.02. The Directors of the Corporation shall be residents of the State of California, and members in good standing of the Corporation.

Terms of Office

Section 4.03. Each Director, except for the Chairman of the Board, shall hold office for one (1) year and until such Director's successor is elected and qualifies under Section 4.02 of these Bylaws. The Chairman of the Board of Directors shall hold an office for two (2) years on the Board of Directors. The first year he or she shall serve in their capacity as the duly elected Chairman of the Board and unless re-elected as a Director in another capacity, shall serve as a Director during the second year as the Immediate Past Chairman of the Board. In the event a Director is removed at a special meeting of the members called and held as prescribed by Section 3.03 of these Bylaws, such Director shall hold office until his or her removal and his or her successor is elected and qualifies.

Nomination

Section 4.04. Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.

Election

Section 4.05. The Directors shall be elected annually at the December regular meeting of the membership by a majority vote of the members at which a quorum is present. The candidates for election shall be for the following positions:

Chairperson of the Board (also referred to as President)

Vice Chairperson of the Board (also referred to as Vice-President)

Secretary

Treasurer

Membership

Ride Coordinator

Publisher

Other officers with titles and duties as determined by the members may be added as necessary to enable the Board to sign instruments and conduct the business of the corporation. Such other officers shall also be elected as provided in these Bylaws. The candidates receiving the highest number of votes for the position sought are elected. Directors shall be eligible for re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 4.02 of these Bylaws.

Compensation

Section 4.06. The Directors shall serve without compensation.

Meetings of the Board

Section 4.07. (a) Meetings of the Directors shall be held at such location within the County of Santa Clara, State of California, as may be designated from time to time by resolution of the Board of Directors.

Section 4.07. (b) The Board shall regularly meet each month preceding the regular membership meeting for the purpose of transacting such proper business as may come before it. The regular Board meeting shall be open to attendance by all members and shall be held at such location, time and date as may be designated from time to time by resolution of the Board of Directors. Notice or call for these regular monthly meetings shall be published in the monthly corporate newsletter.

Section 4.07. (c) Regular Board meetings may be held without notice or call unless when the day, the time or the location of the meeting from the previous month is changed. In such event each Director shall be given notice of such meeting in accordance with the notice requirements of Section 4.07.(d) of these Bylaws.

Section 4.07. (d) Special Meetings of the Board may be called by the Chairman of the Board or the Vice-Chairman or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days' notice by first-class mail, postage prepaid, or on forty-eight (48) hours' notice delivered personally or by telephone or telegraph. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.07. (e) A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.

Section 4.07. (f) Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the law, the Articles, or these Bylaws.

Section 4.07. (g) The Chairman of the Board or, in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any

person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting

can hear one another. Such participation shall constitute personal presence at the meeting.

Section 4.07. (h) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Action Without Meeting

Section 4.08. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

ARTICLE V OFFICERS

Titles

Section 5.01. (a) The original officers of the Corporation shall be a Chairman of the Board, the Vice Chairman of the Board, the Secretary, the Treasurer, two (2) Ride Coordinators, Newsletter Editor and Assistant Newsletter Editor.

Section 5.01. (b) The Board may designate other or different officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments and transact business as may properly come before it.

Section 5.01. (c) Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as Chairman of the Board.

Duties

Section 5.02. (a) President (Chairperson of the Board): The President is the chief executive officer of the Corporation. He or she shall preside over General and Board of Directors Meetings, execute long range Corporation policy and act as liaison to other bicycle clubs and organizations. At the conclusion of his or her term of office, he or she shall serve on the Board of Directors for one year, or the term of his or her immediate successor, whichever is longer, as the Immediate Past President (Past-Chairperson of the Board). The President shall appoint and be responsible for the chairpersons for club committees on behalf of the Board.

Section 5.02.(b) Vice President (Vice-chairperson of the Board): The Vice-president shall be the program chairperson for the General meetings and shall preside over the General and Board of Directors meetings in the absence of the President. He or she

is authorized to act for the President whenever the President is incapable of acting or upon the request of the President.

Section 5.02. (c) Secretary: The Secretary shall record and maintain the minutes of both the members meetings and the Board of Directors meetings and handle all corporate correspondence.

Section 5.02. (d) Treasurer: The Treasurer shall collect membership dues, dispense monies, maintain corporate financial records, bank accounts and maintain the record of the members of the corporation.

5.02. (e) Membership Chairman: The Membership Chairman shall assist the Treasurer in maintaining the record of the members of the corporation, preparing printed versions of that record in such form as may be from time to time required, and providing information about the corporation to new and prospective members.

Section 5.02. (f) Ride Coordinator: The Ride Coordinator shall be responsible for planning and scheduling rides, recruiting ride leaders, keeping records of rides taken and, with the advice and consent of the board, changing the list of rides, ride classifications and ride awards. The Ride Coordinator is responsible for the preparation of a monthly ride schedule to be supplied each month to the Publisher for inclusion in the club's publications. The format and schedule shall be decided between them. Keeping records of rides taken includes: preparing summaries of individual and group accomplishments as needed, and transmitting such summaries from time to time to the Publisher for publication in the corporate newsletter.

Section 5.02.(g) Publisher: The Publisher shall edit, publish and distribute monthly the corporate newsletter which is to be sent to all members in good standing. He or she will assist the Treasurer in publishing the annual report of the corporation. The Publisher is responsible for content of any and all media used to distribute information about the club.

Section 5.02. (h) Past-President (Immediate Past-Chairperson): The Immediate Past- President shall preside over the General and Board of Directors meetings in the absence of the President and the Vice-President. He or she shall assist the President and Vice- President in liaison to other bicycle clubs and organizations.

ARTICLE VI CORPORATE RECORDS, REPORTS, AND SEAL

Keeping Records

Section 6.01. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.

Annual Report

Section 6.02. The Board shall cause an annual report to be prepared not later than one hundred twenty (120) days after the close of the Corporation's fiscal year. The Board shall notify each member yearly of the member's right to receive such financial report and upon written request of a member shall promptly cause the most recent annual report to be sent to the requesting member. The report shall contain all the information required by Section 8321(a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors.

Annual Statement of Certain Transactions and Indemnifications

Section 6.03. The Corporation shall furnish annually to its members a statement of any transaction or indemnification described in Section 8322 (d) and (e) of the Corporation Code, if such transaction or indemnification took place.

Corporate Seal

Section 6.04. The Board of Directors shall adopt a corporate seal which shall be in the following form and design:

(SEAL)

The Secretary of the Corporation shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.

ARTICLE VII CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Inspection and Certification of Bylaws

Section 7.01. The corporation shall keep at its principal executive office the original or a copy of its Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times. The original or a copy of the Bylaws certified to be a true copy by a person purporting to be the Secretary of the corporation is prima facia evidence of the adoption of such Bylaws and the matters stated in them.

Adoption, Amendment, Repeal of Bylaws

Section 7.02. These Bylaws may, from time to time and at any time, be amended or repealed, and new or additional Bylaws adopted, by approval of the members, provided, however, that such Bylaws may not contain any provision in conflict with law or

with the Articles of Incorporation of the corporation. A change to these Bylaws may be proposed by any member at a regular meeting of the membership. In such an event, a copy of the proposed change together with a notice of a vote thereon shall be given either by personal delivery or by bulk rate United States Mail, postage prepaid, not less than thirty (30) nor more that forty five (45) days before the day of the meeting at which a vote shall be taken, to each member who on the record date for such notice is entitled to vote thereon. For purposes of this Bylaw, "approval of the members" means a vote of two-thirds (2/3) of the members present in person at a meeting of the membership.

CERTIFICATE OF SECRETARY

OF

ALMADEN CYCLE TOURING CLUB, INC

I hereby certify that I am the duly elected and acting Secretary of said corporation and that the foregoing Bylaws, comprising ____ pages, constitute the Bylaws of said corporation as duly adopted at a meeting of the Board of Directors thereof held on _____________________.

Dated: _________________

_________________________________, SECRETARY

Directors' Resolution Adopting Bylaws

RESOLVED, that the Bylaws presented to the Directors at the meeting are hereby approved and adopted as, and for, the Bylaws of the corporation, and that the Secretary of the Corporation is authorized and directed to execute a certificate of the adoption of said Bylaws, to insert said Bylaws as so certified in the book of minutes of the corporation in accordance with Section 213 of the California Corporations Code.

Last updated December 7th, 2004