Caprock Cycling Events, Inc., is a registered nonprofit corporation in the State of Texas and is also eligible for 501(c)(3) federal tax exempt status. The corporation is a member of the League of American Bicyclists as a bicycling advocacy organization.

MISSION

It is the mission of Caprock Cycling Events, Inc., to provide support services to other nonprofit charitable organizations for the planning, promotion, and execution of cycling events which will serve as publicity, public education, and fund-raising opportunities for the supported charities. In so doing, Caprock Cycling Events, Inc., will:

BYLAWS OF
Caprock Cycling Events, Inc.

ARTICLE I – NAME AND PURPOSE

Section 1- Name: The name of the organization, herein referred to as the "Corporation," shall be Caprock Cycling Events, Inc. It shall be a nonprofit organization incorporated under the laws of the State of Texas.

Section 2 - Purpose: Caprock Cycling Events, Inc., is organized exclusively for charitable purposes, more specifically, the organization will provide support services to other nonprofit charitable organizations for the planning, promotion, and execution of cycling events which will serve as publicity, public education, and fund-raising opportunities for the sponsoring charity.

ARTICLE II - MEMBERSHIP

Section 1 - Membership: Membership shall consist only of the members of the board of directors.

ARTICLE III - BOARD OF DIRECTORS

Section 1- Board Role, Size, Compensation: The Board is responsible for overall policy and direction and for day-to-day operations. The Board shall have up to seven and not fewer than three members. The board receives no compensation other than reasonable expenses.

Section 2 - Meetings: The Board shall meet at least annually, at an agreed upon time and place.

Section 3 - Board Elections: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4 - Terms: All Board members shall serve two year terms, but are eligible for re-election.

Section 5 - Quorum: A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.

Section 6 - Notice: An official Board meeting requires that each Board member have notification two weeks in advance unless all members are notified and agree to a shorter notice.

Section 7 - Officers and Duties: There shall be three officers of the Board consisting of a Chair, Secretary, and Treasurer. Their duties are as follows:

Section 8 - Vacancies: When a vacancy on the Board exists, nominations for new members shall be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 9 - Resignation and Termination: Resignation from the Board must be in writing and received by the Secretary. A Board member may be removed by a two-thirds majority vote of the remaining directors.

Section 10 - Special Meetings: Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member two weeks in advance unless all members are notified and agree to a shorter notice.

ARTICLE IV - COMMITTEES

Section 1 - Committee Creation: The Board may create committees as needed. The Board Chair appoints all committee chairs.

ARTICLE VI - AMENDMENTS

Section 1 - Amendments: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of Caprock Cycling Events, Inc., on , 2006.