BY-LAWS

OF

EVANSTON BICYCLE CLUB, INC.

ARTICLE I

NAME

The name of the Corporation shall be the Evanston Bicycle Club, Inc. (the "Club").

ARTICLE II

PURPOSES

            Section 1.  Not for Profit.  The Club is organized under and shall operate as an Illinois Not For Profit Corporation, and shall have such powers as are now or as may hereafter be granted by the Illinois General Not For Profit Corporation Act of 1986.

            Section 2.  Purposes.  The purposes of the Club include advocating and promoting bicycle safety, providing education to Club members and the general public on bicycle safety, promoting safe bicycling for recreational purposes, and supporting other bicycle educational organizations through financial contributions.

            Section 3.  Rules.  The following rules shall conclusively bind the Club and all persons acting for or in behalf of it:

a.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.  No substantial part of the activities of the Club shall be the carrying on of propaganda; and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these bylaws, the Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 50l(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

b.  Upon the dissolution of the Club, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Club, dispose of all the assets of the Club exclusively for the purposes of the Club in such manner, or to such organization or organizations organized and operated for the betterment of the community or exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under sections 501(c)(4) or 501(c)(3), respectively, of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the court of the county in which the principal office of the Club is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and opened exclusively for the purposes described above.

ARTICLE III

 REGISTERED OFFICE  AGENT AND SEAL

            Section 1.  Registered Office and Agent.  The Club shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Illinois and such other registered agents as the Board of Directors may from time to time determine.

ARTICLE IV

            Section 1.  Classes of Members.  The Club shall have one class of members.  Members may be individuals or households.  Each individual member shall have one vote; each household membership shall have a maximum of  two votes, which may be cast by up to two adults in the household.  Members shall complete membership applications and pay annual dues.

            Section 2.  Voting Rights. Each member shall be entitled to one vote for each vacancy on the Board of Directors and one vote on each matter submitted to a vote of the members by the Board.

            Section 3.  Annual Meeting of Members.  An annual meeting of the members shall be held at 7:30 p.m. on the third Tuesday of the month of October or at such other time as the Board of Directors may determine, at the time and place selected by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If such day be a legal holiday, the meeting shall be held at the same hour on the next succeeding business day. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as convenient.

            Section 4.  Special Meeting.  Special meetings of the members may be called either by the president, the Board of Directors, or by not less than one-half of the members having voting rights.

            Section 5.  Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois; provided, however, that if all the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

            Section 6.  Notice of Meetings.  Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than five nor more than forty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. Notice may be provided in the newsletter of the Club which is mailed to members.

            In the case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Club, with postage thereon prepaid. Any member may waive notice of any meeting.

            Section 7.  Quorum.  The members holding at least five (5) percent of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

            Section 8.  Proxies.  At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact.  All proxies shall be delivered to the Recording Secretary prior to the scheduled meeting.  No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

            Section9.  Removal of Member for Cause.  A member may be denied the privilege of participating in any Club activities and his or her name be removed from the rolls of Club members if the member engages in conduct that is inappropriate in the opinion of the Board of Directors. A member shall be removed from Club membership only if:

(i)    the member is informed, in writing, of the reasons for the proposed removal by the Board of Directors;

(ii)   the member is given 10 days to answer the reasons proposed for such member's removal;

(iii)   the member is given an opportunity to appear before the Board of Directors and explain the conduct complained of;

(iv)   the Board of Directors adopts a resolution recommending the member's removal after reviewing the member's answer; and

(v)    a majority of members present at the next members' meeting approves removal of the member from the Club.

            Section 1.  General Powers.  The affairs of the Club shall be managed by its Board of Directors.

            Section 2.  Composition. Tenure, and Qualifications. The number of directors shall be nine (9).  Each director shall serve for a term of three years and terms of the directors shall be staggered so that three directors are elected at each annual meeting.  Three directors shall be elected by vote of the majority of the members of the Club at each annual meeting.  Each director shall hold office for a term of three years or until his or her successor is elected and qualified.  Directors need not be residents of Illinois.

            Section 3.  Regular Meetings.  A regular annual meeting of the Board of Directors shall be held at such time and place as may be designated by resolution by the Board of Directors without other notice than such resolution. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such resolution.

            Section 4.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them.

            Section 5.  Notice.  Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by written notice delivered personally or sent by mail or facsimile transmission to each director. If notice is given by mail it shall be deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Such notice shall be deemed to be delivered on the day following the day such notice is deposited in the United States mail.  If notice be given by facsimile transmission, such notice shall be deemed delivered when the facsimile transmission is sent to a facsimile number provided by the director to the Club.  Any director may waive notice of any meeting,

            Section 6.  Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors present may adjourn me meeting from time to time without further notice.

            Section 7.  Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these by-laws.

            Section 8.  Informal Action by Directors.  Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting may the taken without a meeting  if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

            Section 9.  Vacancies.  Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors.  A director selected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

            Section 10. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Club in any other capacity and receiving compensation therefor.

            Section 11. Removal of Director.  One or more of the directors may be removed, with or without cause. No director may be removed except as follows:

(a)  A director may be removed by the affirmative vote of two-thirds of the votes present and voted, either in person or by proxy, at the next meeting of the members.

            Section 1.  Officers.  The officers of the Club shall be a president, a vice president, a secretary, a treasurer and such other officers as may be determined by the Board of Directors. The Board of Directors may elect or appoint such other officers as it shall deem desirable.  Such officers are to have the authority to perform the duties prescribed from time to time by the Board of Directors.  Any two or more offices may be held by the same person.  Officers need not be residents of Illinois.

            Section 2.  Election and Term of Office.  The officers shall be elected by the Board of Directors for an annual term.  The officers shall be elected at the last meeting of the Board of Directors following the election in October.  The president shall be elected from the then serving members of the Board of Directors; the remaining officers may but need not be, members of the Board of Directors.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

            Section 3.  Removal.  Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Club would be served thereby.

            Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

            Section 5.  President.  The president shall be the principal executive officer of the Club and shall in general supervise and control all of the affairs of the Club.  The president shall preside at all meetings of the Board of Directors and shall be Chairman of the Board.  The president may sign, with the secretary or any other proper officer of the Club authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Club; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

            Section 6.  Vice President.  In the absence of the president or in the event of the president's inability or refusal to act, the vice president or the vice presidents (in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  Any vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

            Section 7.  Treasurer.  If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The treasurer shall have charge and custody of and be responsible for accounting for all funds and securities of the Club; receive and give receipts for moneys due and payable to the Club from any sources whatever, and deposit all such moneys in the name of the Club in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or by the Board of Directors.

            Section 8.  Recording Secretary.  The secretary shall keep the minutes of the meetings 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 of the seal of the Club and see that the execution of which on behalf of the Club is affixed to all documents, the execution of which on behalf of the Club under its seal is duly authorized in accordance with the provisions of these by-laws; and in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors.

            Section 9.  Assistant Treasurers and Assistant Secretaries.  If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The assistant treasurers and assistant secretaries; in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the Board of Directors.

            Section 10.  Other Officers.  Other officers may be appointed by the Board of Directors and shall perform such duties as shall be assigned to them by the president or the Board of Directors.

ARTICLE VII

COMMITTEES

            Section 1.  Committees of Directors.  The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in management of the Club; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.

            Section 2.  Other Committees.  The North Shore Century Committee, which does not exercise the authority of the Board of Directors, is authorized by the Board of Directors and need not have any members who are members of the Board of Directors.  Other committees not having and exercising the authority of the Board of Directors in the management of the Club may be designated by a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee shall be directors of the Club, and the president of the Club shall appoint the members thereof.  Any member thereof may be removed by the Board whenever in their judgment the best interests of the Club shall be served by such removal.

            Section 3.  Term of Office.  Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Club and until his or her successor is appointed, unless the committee shall be sooner terminated or unless such member shall cease to qualify as a member thereof.

            Section 4.  Chairman.  One member of each committee shall be appointed chairman by the Board of Directors.

            Section 5.  Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

            Section 6.  Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

            Section 7.  Rules.  Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

            Section 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the Club, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club and such authority may be general or confined to specific instances.

            Section 2.  Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club, shall be signed by such officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the Club.

            Section 3.  Deposits.  All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE IX

BOOKS AND RECORDS

The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising the authority of the Board of Directors in the management of the Club.

ARTICLE X

FISCAL YEAR

The fiscal year of the Club shall be January 1 through December 31.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not for Profit Corporation Act of 1986 or under the provisions of the Articles of Incorporation or the by-laws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

AMENDMENTS TO BY-LAWS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, provided that at least fifteen days' written notice is given of intention to alter, amend or repeal and to adopt new by-laws at such meeting.

ARTICLE XIII

INDEMNIFICATION

The Club shall indemnify all officers and directors of the Club and members acting on behalf of the Club to the full extent permitted by the Illinois General Not for Profit Corporation Act of 1986, and shall be entitled to purchase insurance for such indemnification of officers and directors and members acting on behalf of the Club to the full extent as determined from time to time by the Board of Directors of the Club.