| Miami BMX 411 H Street SE Miami, OK 74354 918-533-6671 mail@miamibmx.com |
Copyright 2009 Miami BMX. All rights reserved.
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| ARTICLES OF INCORPORATION OF MIAMI BMX, INC. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have this day associated ourselves together for the purpose of forming a nonprofit corporation under and pursuant to the laws of the State of Oklahoma and for that purpose do hereby adopt these Articles of Incorporation. ARTICLE I The name of the corporation shall be: MIAMI BMX, INC. ARTICLE II The name and address of the incorporator is: Dale A. Riley 10241 S. 500 Rd Miami, OK 74354 ARTICLE III The purpose for which this corporation is organized is the transaction of any or all lawful business for which nonprofit corporation may be incorporated under the laws of the State of Oklahoma, as they may be amended from time to time. ARTICLE IV The corporation initially intends to hold and operate sanctioned BMX moto cross bicycle races for children and adults of all ages. The corporation will be sanctioned under the American Bicycle Association and will adhere to the rules and regulations of the association in providing a family recreation and sport. The corporation will charge entry fees and give prizes and awards. The track on which the races will be held will be maintained and meet specification of the American Bicycle Association. The results of each race will be reported to the association in a timely manner so that the participants can be awarded their proper points and know their point standing on a monthly basis. ARTICLE V No part of the net earning of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers or other private persons, except that the corporation 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 in Article IV. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, 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 articles, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under section 501(c)3 of the Internal Revenue code of Amateur Athletic Associations (or the corresponding provision of any future United States Internal Revenue law) or: (b) by a corporation, contributions to which are deductible under Section 501(c)3 of the Internal Revenue code of Amateur Athletic Associations (or the corresponding provisions of any future United States Internal Revenue Laws). ARTICLE VI Upon the dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of its assets exclusively for the purpose of the corporation in such a manner, or to such organizations operated exclusively for charity, educations, religion or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501 of the Internal Revenue Code Exempt Organizations (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court in the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purpose. ARTICLE VII The name and address of the initial statutory agent of the corporation is: Dale A. Riley 10241 S. 500 Rd. Miami, OK 74354 ARTICLE VIII There shall be no less than three (3) Directors. The names and addresses of the persons who are to serve as Directors until the first annual meeting of Directors or until their successors are elected and qualified are: Dale A. Riley 10241 S. 500 Rd, Miami, OK 74354 David Swingle 314 M St NW, Miami, OK 74354 Mike Edwards 2414 Molly Lane, Miami, OK 74354 Cindy Riley 10241 S. 500 Rd, Miami, OK 74354 ______________________________ Incorporator’s Signature Dated this _______ date of _______________, 2009 I, Dale A. Riley, having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed, or resignation submitted in accordance with Oklahoma Revised Statutes. ______________________________ Date _________________________ |
| By-Laws of Miami BMX, Inc. ARTICLE I Organization The name of the organization shall be Miami BMX, Inc (MBMX). The organization may, at its pleasure, by the majority vote of eligible voting members, change its name. ARTICLE II General and specific purpose This organization is organized exclusively for charitable purpose within the meaning of section 501(c) 3 of the internal revenue code. Not withstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax as an organization described in the section 501(c) 3 of the internal revenue code (or corresponding section of any future federal tax code). The specific purpose for which MBMX is formed is for the acquisition and construction of a national caliber BMX track to be sanctioned by the ABA (American Bicycle Association) or any other sanctioning organization deemed to be beneficial to MBMX. ARTICLE III Membership Membership of this organization shall be open to any interested persons over the age of 18 and who can actively participate. Active participation shall be defined as a person over the age of 18 who attended a minimum of (2) of the regularly scheduled meetings during each fiscal year. ARTICLE VI VOTING Members eligible to vote shall be defined as members who have attended a minimum of 75% of the regularly scheduled meetings and/or events in the previous 12 month period. At all meetings, all votes shall be by voice, including the vote for officers at the annual meeting. However, if a majority of the voting members requests written ballots for the election of officers, such written ballots will be provided to the voting members. If written ballots are used for election of officers, there will not be any indication of the person(s) who cast each ballot. ARTICLE V Board of directors The business of this organization shall be managed by the Board of Directors consisting of the officers of the organization. The board of directors shall be responsible for the management of the affairs and business of this organization. Vacancies on the board of directors shall be filled by a vote of the majority of the voting membership at the next regularly scheduled meeting. The position will be held by the elected person for the remainder of the fiscal year, or until annual meeting (which ever is less). Article VI MEETINGS The annual membership meeting of the organization shall be held on the 2nd Tuesday of January every year. The secretary shall give notice telling the date and place of such meeting not less than 14 days prior to the annual meeting by mail or e-mail to every member in good standing, at the address as it appears in the membership roll book of this organization. The purpose of the annual meeting is to elect officers, appoint chairman of standing committees and conduct any business of the organization. The regular meetings of this organization shall be held quarterly on or around the second Tuesday of January, April, July and October at the final location of the park. The secretary shall give notice not less than seven days prior to the regularly scheduled meetings by public notice, e-mail or phone. The purpose of the regular meetings is to conduct the regular business of Miami BMX, Inc. The president may call special meetings of this organization when he/she deems it in the best interest of the organization. A special meeting must be called, upon the written request of any three members of the board. At least three days notice by mail or e-mail, phone of such meeting must be given to the members of the board. Such notice shall state the reason that such meeting has been called and the business to be transacted at such meeting and by whom called. No other business other than that specified in the notice may be transacted at such meeting, without the unanimous consent of all eligible voters present at said meeting. ARTOC;E VII Officers The officers of the organization will be as follows: 1.President / Track Operator 2.Vice President / Assistant Track Operator 3.Secretary / Treasurer President: The President shall preside at all membership meetings. The President shall, by virtue of his/her office, be chairman of the board of directors. The President shall be at each annual meeting of the organization. The President shall appoint all temporary committees. The President shall ensure that all reports and certificates that are required by law are properly maintained and filed. The President shall have other responsibilities and/or powers as may be reasonably construed by belonging to the chief executive to his organization. Vice President: The Vice President shall in the event of absence or inability of the President to exercise his/her office, become acting president of this organization with all rights, privileges, and powers as if the Vice President had been dully elected as President. Secretary: The secretary shall keep minutes and records of the organization in an appropriate manner. It shall be the secretary duty to file any certificates required by statute, state or federal requirements. The secretary shall give and serve all notices to the members of the organization. The secretary shall be the official clerk of the records of the organization. The secretary shall present to the membership at any meeting any communications addressed to the secretary of the organization. The secretary shall attend to all correspondence of the organization. The secretary shall call roll at the start of each meeting. Treasurer: The treasurer shall have the care and custody of all funds belonging to the organization and shall be solely responsible for such funds or securities of the organization. The treasurer shall cause to be deposited in a regular business bank or trust company all the deposits of the organization shall be made weekly basis. The treasurer shall render at regular meetings and accurate report of all funds received and disbursed. A written account of the finances of the organization such report shall become part of the minutes of said meeting. Track Operator: The track operator shall be responsible for all aspects of the track operation: scheduling and promoting races, track construction and maintenance, race day staffing, insurances, concessions, first aid coverage, public address system, registration and scoring facilities, rainy weather protection, track grooming and repair during the race. The track director shall delegate the work to responsible persons who will work under his/her direction. The track director will be responsible for licensing of the track officials: referee, starter, corner marshals, stager, and head scorer. The track director must have a thorough understanding of the ABA rules. The track director shall act as director of competition at Miami BMX Park. Assistant Track Operator: The assistant track operator shall in the event of absence or inability of the track operator to exercise his/her position, become acting track operator of this organization with all rights, privileges, and powers as if the assistant track operator had been dully elected as track operator. ARTICLE VIII Business Conduct NO officer shall, for any reason of his/her office, be entitled to receive an salary or Compensation from the organization. NO officer or director shall lend or borrow funds belonging to this organization. The conducting of any business of the organization shall be done under the confines and constraints of the annual operating budget. Said budget shall be approved within 60 days of the commencement of the organizations fiscal year, and such approval shall be by simple majority vote of the voting members at that meeting. Pre-approved recurring expenditures must be approved by the board of directors before being disbursed. No members shall be allowed to sell associated or otherwise random merchandise at the facility without prior written consent from the track operator. The only exception to this rule will be when a National, State or Redline cup events are held at the facility. Any exceptions will be made by the governing body of the ABA. ARTICLE IX Contracts All contracts, leases, or other binding documents shall be signed by the facilities director and at least one (1) board member. ARTICLE X Committees All committees of this organization shall be approved by the voting members and the term of their office shall be a period of one year, or until the end of the current fiscal year (whichever is less), or less if sooner terminated. The standing Permanent committees shall be: 1.Fundraising committee – to solicit donations and sponsorships 2.Public Relations committee – promote & speak on behalf of Miami BMX in the community 3.Grounds Maintenance committee – maintain all facilities 4.Ad hoc committee – to be formed by and 2 officers and for any necessary short term needs ARTICLE XI Fiscal Year The fiscal year of this organization shall be the period commencing January 1st and ending December 31st, with the exception of the 2009 year which will commence June 1, 2009 and end December 31, 2009. ARTICLE XII Order of Business 1.Call to order 2.Roll call 3.Review of minutes from proceeding meeting 4.Report of officers 5.Committee reports 6.Election of officers& directors ( Annual Membership Meeting ) 7.Old and unfinished business 8.New business 9.Establishment of upcoming meeting(s) 10.Adjournment ARTICLE XIII Employees The track operator shall hire and fix compensation of any and all employees which they, at their discretion determine may be necessary to conduct the business of this organization. ARTICLE XIV Dissolution Clause Upon dissolution or winding up of the organization, its assets remaining after payment or provision for payment, of all debits and liabilities of this organization shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purpose and which has established its tax exempt status under IRS section 501( c ) 3. ARTICLE XV LIABILITY No member of the organization, voting or otherwise shall be personally or otherwise liable for any of the board approved debts, liabilities, and/or oblations of this organization. Executed this ____________day of___________, in Miami, OK 74354 _________________________ President/Track Operator _________________________ Vice president/ Assistant Track Operator _________________________ Secretary/Treasurer _________________________ Board Member |