User:Afuturelost/Zombie Bikes Bike Collective

Mission Statement
Zombie Bikes is a not for profit, volunteer run bike collective, with the goal of promoting and advocating for a bike friendly Jacksonville.With the use of salvaged and recycled bicycle parts, Zombie Bikes provides an outlet for its volunteers and bike enthusiasts to serve and educate interested members of this diverse community.Zombie Bikes provides a space and share knowledge and love for a lifestyle that celebrates the bicycle experience, healthy living, and green transportation.

Location
Zombie Bikes is located at 49 w 1st st. Jacksonville Fl, 32206

Articles of Incorperation
ARTICLE I NAME/REGISTERED OFFICE The name of this corporation shall be: Zombie Bike Collective The corporation's registered office is located at: 49 w main st Jacksonville fl. 32206

ARTICLE II PURPOSE This corporation is organized exclusively for charitable, and educational purposes.within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation shall, Provide a location, tools, and guidance in the art of bicycle maintenance, as well as advocate for a safer and more active biking environment in Jacksonville. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III LIMITATIONS At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation; 2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and 3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. 4. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members!!], or guarantee to any person the payment of a loan by an officer or director of this corporation.

ARTICLE IV DIRECTORS/MEMBERS

The corporation shall have a voting membership, and may have classes of same (if any), as defined in the corporation's bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's by-laws. No member or Director shall have any right, title, or interest in or to any property of the corporation.

ARTICLE V DEBT OBLIGATIONS AND PERSONAL LIABILITY No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VI DISSOLUTION Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII INCORPORATOR

The incorporators of this corporation are: Joseph Gaskin, Gary Dodds, Bert No Shirt. The undersigned incorporators certify both that they execute these Articles for the purposes herein stated, and that by such execution, they affirm the understanding that should any of the information in these Articles be intentionally or knowingly misstated, they are subject to the criminal penalties for perjury set forth in Florida Statutes 609.48 as if this document had been executed under oath.

Bylaws
BY-LAWS OF Zombie Bike Collective, A NOT-FOR-PROFIT CORPORATION

ARTICLE I  ORGANIZATION 1. The name of the organization shall be Zombie Bike Collective. 2. The organization shall have a seal which shall be in the following form: A Zombie riding a tall bike 3. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE II  PURPOSES The following are the purposes for which this organization has been organized: To develop a location in which members of the community can learn to maintain and build bicycles.

ARTICLE III  MEMBERSHIP Membership in this organization shall be open to all who are willing to commit 16 hours a month at the Zombie Bike collective shop, to learning, teaching, and participating in the art of Bike maintanance.

ARTICLE IV  MEETINGS The annual membership meeting of this organization shall be held on the 15th day of May each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting. Regular meetings of this organization shall be held At the Zombie Bike Shop. The presence of not less than 70% percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting. Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of 66.6 percent of the members of the Board of Directors or 66.6 percent of the members of the organization, the president shall cause a special meeting to be called but such request  must be made in writing at least ten (10) days before the requested  scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE V  VOTING At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election  of officers and directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion  of such balloting, certify in writing to the Chairman the results and  the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon. ARTICLE VI  ORDER OF BUSINESS 1. Roll Call. 2. Reading of the Minutes of the preceding meeting. 3. Reports of Committees. 4. Reports of Officers. 5. Old and Unfinished Business. 6. New Business. 7. Adjournments.

ARTICLE VII  BOARD OF DIRECTORS The business of this organization shall be managed by a Board of Directors consisting of 3 members, together with the officers of this organization. At least one of the directors elected shall be a resident of the State of Florida and a citizen of the United States. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of 1 year. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. 100% percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the 15th of each month. Each director shall have one vote and such voting may not be done by proxy. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the  balance of the year. The President of the organization by virtue of his office shall be Chairman of the Board of Directors. The Board of Directors shall select from one of their members a secretary. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the  organization.

ARTICLE VIII  OFFICERS The initial officers of the organization shall be as follows: President: Vice President: Secretary: Treasurer:  The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He shall cause to be deposited in a regular business bank or trust company a sum not exceeding $ 1000 and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer. Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE IX  SALARIES The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE X  COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. The permanent committees shall be: Shop Committee, Event Committee

ARTICLE XI  AMENDMENTS These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 66% percent of the members.