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     WESTERN WHEELERS BICYCLE CLUB, INCORPORATED
                CONSTITUTION
                August 1997

The membership approved revisions to the 1989 Constitution and Bylaws
by vote of a majority of the members attending the August 13, 1997
general meeting; a quorum was present.  Following is the revised
Constitution and Bylaws.

Article I Name

This organization shall be known as the Western Wheelers Bicycle Club,
Incorporated.

Article II Purpose

The purpose of this organization is to:

a. promote bicycle touring and arrange bicycle rides to fit the
varying skills of its members;
b. encourage and provide for bicyclist and public education;
c. promote the planning and development of bikeways and bike routes
within cities and between cities;
d. promote bicycling for recreation, health and pleasure, and as a
means of transportation for commuting and shopping; and
e. study and assist in any way possible to further bicycling safety
and prevent bicycle theft.

Article III Membership

Section 1 Membership in the organization is open to any person who:

a. pays the current annual dues; and
b. executes the then current liability waiver form (in the case of a
minor, the liability waiver form shall be completed by a parent or 
guardian).

Section 2 Members shall be entitled to take part in all activities of
the organization.

Article IV Officers and Board of Directors

Section 1 The Board of directors of the organization shall consist of
those holding the following offices:

a. President;
b. Secretary;
c. Treasurer;
d. Event Chair;
e. Ride Chair;
f. Newsletter editors;
g. Newsletter production Chair;
h. Membership Chair;
i. At least one but no more than three other offices, as determined by
the Board of Directors for the year following their term.

Section 2 Each Person on the Board of Directors shall have one vote.

Section 3 Offices may be jointly held by two or more persons except
for the offices of President, Secretary, Treasurer, and Program Chair.
Should an office be jointly held, the office shall have only one vote
on the Board of Directors, to be decided by those holding the office.
If the joint officers attending a board meeting cannot agree upon
their one vote, their one vote shall be void. The Board of Directors
shall determine the number of persons to jointly hold an Office for
the year following their term.

Section 4 The Board of Directors may create Special Offices, wherein
the Special Officer:

a. may be an elected or appointed position;
b. shall not include a vote on the Board of Directors;
c. shall have the same term as the Board of  Directors appointing it,
except that a Board of Directors may create  a Special Office for the
year following the term, if it is filled  by election with the regular
Officers for  the following term at the annual election;
d. may be terminated only when the term has  expired or the position
is vacated.

Section 5 The elected Officers shall serve a term of one year from
January 1st through December 31st.

Article V Election of Officers

Section 1 The annual election of the Officers shall take place in
November at a General Membership Meeting or by mail ballot as
described in Article VIX.  The decision to hold a meeting or to hold a
mail ballot is at the discretion of the board of directors.  A quorum
of 3 per cent of the paying membership or thirty (30) members,
whichever is less is required.  If there is no quorum, the president
may postpone the election and notify the membership in writing.

Section 2 The president shall convene a Nominating Committee to make
nominations.

Section 3 Additional nominations may be made by members at the annual
election.

Section 4 Members in good standing are entitled to vote.

Article VI General Membership Meetings

Section 1 General Membership Meetings shall be held quarterly at such
place and hour as the President shall designate. Notice of the time
and place of such meetings shall be given in writing to all members
either by letter or through notice in the organization's newsletter.

Section 2 Special General Membership Meetings may be called by the
Board of Directors of by request of twenty-five percent of the
organization members by petition to the President.

Section 3 All members shall be entitled to vote at General Membership
Meetings. Each member over 18 of a family holding a family membership
shall be entitled to one vote. A quorum for the General Membership
Meetings shall be 3 per cent of the paying membership or thirty (30)
members, whichever is less.

Article VII Board Meetings

Section 1 Board meetings shall be held monthly at such place and hour
as the President shall designate. Board meetings shall be open to all
members unless specifically closed by the Board of Directors.

Section 2 Special Board meetings may be called by the Board of
Directors or by written request of three members of the Board of
Directors to the President.

Section 3 A quorum for the Board meetings shall be five offices.

Article VIII Termination of Membership

Section 1 Membership may be terminated by a member by:

a. written notice to the organization; or
b. non-payment of dues.

Section 2 Membership may be terminated by the Board of Directors if a
member commits an offense prejudicial or injurious to the interest of
the organization. No membership shall be terminated except by a
majority vote of the Board of Directors at a Board Meeting after
notifying the member.

Article IX Resignation or Removal of an Officer

Section 1 An Officer may resign his or her office office by written
notice to the President.

Section 2 An Officer may be removed from office by a majority vote of
the Board of Directors at a Board Meeting or by a majority vote of
members at a General Membership Meeting.

Section 3 If a vacancy should occur in an office, it shall  be filled
by appointment by the Board of  Directors, and the appointment shall
be effective until the term of office expires.

Article X Special Committees

Section 1 The Board of Directors may create Special Committees as
necessary for conducting of the organization's affairs.

Section 2 The Board of Directors shall appoint Special Chairpersons
for Special Committees. Special Chairpersons shall serve for the term
determined by the Board of Directors, but in no event longer than the
term of the Board of Directors who appointed them. Special
Chairpersons may attend Board of Director meetings but are not
entitled to vote at such meetings.

Article XI Assets of the Organization

The property and goodwill of this organization are irrevocably
dedicated to promoting bicycling as defined in Article II and no part
of the income or assets of this organization shall ever be used for
the personal benefit of any director, officer, member, or any private
persons.

Article XII Dissolution of the Organization

Section 1 This organization may by dissolved by a majority vote of the
members of the Board of Directors and by a two-thirds vote of the
members attending a general membership meeting that qualifies as a
quorum, following written notice to entire membership that a vote on
dissolution is to take place.

Section 2 Upon the dissolution of this organization, its assets
remaining after payment of all debts and liabilities shall be
distributed to the Santa Clara Valley Bicycle Association if it is
then in existence and exempt under Section 501(c)(3) of the Internal
Revenue Code, or to a bicycling organization located within or near
Santa ClaraCounty which is non-profit as defined under Section
501(c)(3) of the Internal Revenue Code, at the discretion of the Board
of Directors.

Article XIII Amendments and By-Laws

Section 1 This Constitution may be amended by a two- thirds vote of
the members attending a general membership meeting that qualifies as a
quorum. A fifteen (15) day minimum notice shall be given in writing by
letter or in the newsletter of the organization

Section 2 The organization may enact By-Laws which shall be binding on
the members and officers of the organization insofar as they do not
conflict with this Constitution. By-Laws shall be enacted or amended
by a majority vote of the members attending a general membership
meeting that qualifies as a quorum. A fifteen (15) day notice shall be
given in writing either by letter or in the newsletter of the
organization

Article XIV Voting by mail.

Section 1 Any vote for club business or election of officers may be
conducted by mail ballot.

Section 2 ballots will be distributed with the monthly newsletter.

Section 3 Ballots must be received by the twentieth of the month of
the election.

Section 4 Each member is entitled to only one vote.  Family
memberships are voted by individual family members over 18.  Families
may vote on one ballot.

Section 5 For election of officers, the winner is the candidate with
the most votes.

Section 6. The secretary will manage the counting of ballots other
than for officers.  For officer elections, a member other than a board
member of nominee will count the ballots.  The president will select a
qualified individual to count the ballots.

Section 7 A mail-in vote requires the same notification times as
established elsewhere in the constitution.

Section 8 E-mail ballots are invalid.

Section 9 Officer elections will be in November.

Section 10 Write in candidates are allowed on the ballot for all
offices.

BY-LAWS

By-Law 1 Duties of the Officers and Board Members

Section 1 The President shall:

a. preside at all meetings of the organization and of the Board of
Directors; and

b. be ultimately responsible for the implementation of the decisions
of the membership and Board of Directors.

Section 2 The Secretary shall:

a. keep a record of all meetings of the organization and of the Board
of Directors;

b. keep appropriate business records for the organization; and

c. conduct the correspondence for the organization.

Section 3 The Treasurer shall:

a. maintain the books and checking account of the organization for the
calendar year in accordance with accepted accounting principles;

b. prepare an annual financial statement to be approved by the Board
of Directors at the March board meeting following the treasures term
and thereafter to be published to the General Membership.

c. receive money due the organization and deposit such money of the
organization in accordance with the instructions of the Board of
Directors; and

d. pay amounts due of the organization as follows: The Treasurer may
pay amounts due up to five hundred without further approval.The
President may approve amounts up to one thousand dollars, amounts in
excess of one thousand dollars upon approval of the a majority of the
board of directors. The treasurer, secretary or president may write
checks consistent with a budget which was previously approved by a
majority of the board of directors.  Checks of the organization may be
signed only by the Treasurer, President or Secretary.

Section 4 The Program Chair shall:

a. act in the absence of the President; and

b. plan programs for General Membership Meetings of the organization.

Section 5 The Ride Chair shall organize rides for the members through
volunteer ride leaders.

Section 6 The Newsletter Editor shall publish a monthly newsletter to
be sent to all members.
Section 7 The Board of Directors shall have control and management of
the the affairs of the organization. It shall be the duty of the Board
to carry out the objectives of the organization.

By-Law 2 Dues

Section 1 Dues shall be assessed annually for all members.

Section 2 The amount of dues and schedule of dues payments may be
changed only by a majority vote of the members attending a General
Membership Meeting at which there is a quorum after written notice to
all members.

By-Law 3 Organization Sponsored Rides

Section 1 Participants of organization sponsored rides, including
members and non-members, are expected to conduct themselves in a safe
manner, including operating mechanically safe bicycles and obeying all
traffic laws. Participants shall follow all reasonable requests and
instructions of the ride leader.

Section 2 On rides sponsored by the organization, the ride leader
shall:

a. have all non-member participants sign the organization's waiver of
liability form; and

b. be empowered to ask participants who do not ride in a safe and
legal manner  or are disruptive to the group to leave the ride.

Section 3 All children under 14 years of age shall be accompanied by a
responsible adult on any organization sponsored ride. All riders under
18 years of age must have the waiver of liability form signed by a
parent or guardian prior to the ride.

Section 4 Organization-sponsored rides may only be led by current
members of the organization in good standing.

                              rab 8/19/97