Article I — Name and Purpose
Section 1.1 Name. The name of the corporation is Peak Vinyl Club (the “Club”).
Section 1.2 Purpose. The Club is organized exclusively for pleasure, recreation, and other nonprofitable purposes as a social club under Section 501(c)(7) of the Internal Revenue Code. The primary purpose of the Club is to operate a membership-based social club centered on music, curated experiences, and in-person community. The Club welcomes members of all races, creeds, and backgrounds and celebrates music from the Pikes Peak region and around the globe. The Club shall conduct regular activities including but not limited to: curated social gatherings, themed listening evenings, food and drink experiences, and community events. The Club is operated for the mutual benefit of its members and shall promote fellowship, personal contact, and commingling among members. No part of the net earnings of the Club shall inure to the benefit of any private individual. The Club shall not discriminate on the basis of race, color, or religion in its membership or operations.
Article II — Membership
Section 2.1 Eligibility. Membership is open to individuals who support the Club’s purpose. The Board may also admit entities (including businesses, nonprofits, and other organizations) as Supporting Members in accordance with Section 2.2(c) and policies adopted by the Board. The Club shall not discriminate on the basis of race, color, or religion in accepting or retaining members.
Section 2.2 Classes of Membership. The Club shall have three classes of members:
(a) Voting Members. Voting members are the core governing body of the Club. They have the right to vote at meetings of members, to elect directors, to approve amendments to these Bylaws and other matters submitted to the members, and to attend member-only events and use Club facilities when available. No person shall have voting rights unless they are a Voting member in good standing. A person may become a Voting member only by (i) paying the dues and initiation fees set by the Board for Voting membership and satisfying any other criteria or procedures the Board adopts for Voting membership (e.g., board review, attendance expectations), or (ii) being granted Voting membership by resolution of the Board (e.g., founding members or others the Board designates). The Board may set higher dues and initiation fees for Voting members and may adopt criteria or procedures for admission to Voting membership. Only Voting members in good standing shall count toward a quorum and shall be entitled to cast votes at member meetings.
(b) Social Members. Social members are entitled to attend member-only events and to use Club facilities when available, subject to such policies as the Board may adopt governing access to physical Club facilities (including by membership class, capacity, fee, or other conditions), and to participate in the Club’s pleasure, recreation, and fellowship activities. Social members do not have the right to vote at meetings of members, to elect directors, or to vote on amendments to these Bylaws. The Board may set lower dues and initiation fees for Social members and may adopt streamlined application and approval procedures for Social membership.
(c) Supporting Members. Supporting Members are entities (e.g., businesses, nonprofits, record shops, venues, or other organizations) that support the Club’s purpose and have been admitted by the Board under a Board-approved policy. Each Supporting Member may designate one contact for Club communications. Supporting Members do not have the right to vote at meetings of members, to elect directors, or to vote on amendments to these Bylaws. Benefits are set by Board policy (e.g., recognition as a Supporting Member; when available, discounted or free tickets to designated events—the Club does not guarantee attendance at all member-only events). Dues and initiation fees for Supporting Members shall be set by the Board and shall be due on an annual basis or such other schedule as the Board may determine. Dues and fees paid by Supporting Members constitute member income for purposes of the Club’s operations and compliance with applicable tax requirements.
Section 2.3 Application. A person seeking membership shall submit a written application in the form approved by the Board and shall indicate whether they are applying for Voting or Social membership. An entity seeking Supporting membership (or a person applying on its behalf) shall submit a written application in the form approved by the Board and may designate one contact for communications. The Board (or a committee designated by the Board) shall review applications and approve or decline membership by majority vote. The Board may adopt policies governing the application process, timing of review, and different review standards for Voting, Social, and Supporting applications.
Section 2.4 Dues. Dues and initiation fees may differ by class of membership and shall be set by the Board. Dues shall be due on an annual basis or on such other schedule as the Board may determine. The Board may by resolution exempt specific members from payment of dues (e.g., founding members as set forth in Section 2.8). Members who fail to pay dues when due after reasonable notice may be suspended or terminated as provided in policies adopted by the Board.
Section 2.5 Rights of Members. Members in good standing shall have the rights specified for their class in Section 2.2. Each Voting member shall have one vote. Social members and Supporting Members shall have no vote.
Section 2.6 Resignation. A member may resign by giving written notice to the Secretary. An entity that is a Supporting Member may resign by giving written notice to the Secretary. Resignation does not entitle the member to a refund of dues.
Section 2.7 Termination and Suspension. The Board may suspend or terminate a member for non-payment of dues after notice, or for conduct that the Board determines is harmful to the Club, after such notice and opportunity to be heard as the Board may provide by policy. The Board may adopt policies permitting a member to change class (e.g., from Social to Voting) upon application and approval. Supporting Members may be suspended or terminated on the same grounds; the Board may adopt specific policies for Supporting Member conduct and renewal.
Section 2.8 Founding Members; Dues Exemption; Lifetime Membership and Voting. The three individuals who incorporated the Club and built its initial community—Jeffrey Adkins, Adam Biddle, and Jarrod Stuhlsatz—are designated as founding members. They shall be Voting members and shall be exempt from payment of dues and initiation fees in recognition of their work to establish the Club and build the community. The Board may set dues and initiation fees at zero or at any amount for any class of membership; founding members remain exempt from any dues or fees the Board may set. Founding members retain membership for life unless they resign (Section 2.6) or are terminated or suspended for cause under Section 2.7. Founding members retain Voting membership for life regardless of whether they serve as directors or officers; their right to vote at meetings of members, to elect directors, and to vote on amendments and other matters submitted to the members continues even when they are not on the Board. The Board may by resolution designate additional individuals as founding members entitled to the same dues exemption, lifetime membership, and lifetime Voting membership. The Board may adopt criteria or procedures for other persons to become Voting members (e.g., tenure as a Social member, board review, or payment of Voting-tier dues if the Board sets such dues).
Article III — Meetings of Members
Section 3.1 Annual Meeting. The Club shall hold an annual meeting of members at a time and place determined by the Board. At the annual meeting, the members shall receive reports and conduct such business as may properly come before the meeting. Only Voting members shall be entitled to vote. Directors shall be elected by the Voting members. Notice of the annual meeting shall be given to all members, but only Voting members in good standing shall be entitled to receive a ballot or to vote.
Section 3.2 Special Meetings. Special meetings of members may be called by the President, by a majority of the Board, or by written request of not less than one-fourth (1/4) of the Voting members in good standing. Notice of the time, place, and purpose of any special meeting shall be given to each member at least ten (10) days and not more than sixty (60) days before the meeting, by mail or electronic means.
Section 3.3 Notice of Annual Meeting. Notice of the annual meeting shall be given to each member at least ten (10) days and not more than sixty (60) days before the meeting, by mail or electronic means.
Section 3.4 Quorum. One-third (1/3) of the Voting members in good standing, represented in person or by proxy if the Board permits proxies, shall constitute a quorum for the transaction of business at any meeting of members.
Section 3.5 Voting. Except as otherwise required by law or these Bylaws, action by the members shall be approved by a majority of the votes cast by Voting members at a meeting at which a quorum is present.
Article IV — Board of Directors
Section 4.1 Number and Qualification. The Board shall consist of at least three (3) directors. Directors need not be members of the Club unless the Board so requires by policy.
Section 4.2 Election and Term. Directors shall be elected at the annual meeting of members. Each director shall hold office until the next annual meeting and until a successor is elected, or until earlier resignation or removal. The Board may adopt a policy of staggered terms.
Section 4.3 Powers. The Board shall manage the affairs of the Club, set dues and fees, approve or decline membership applications, adopt policies, and may hire and supervise any staff. The Board may appoint an Executive Director and such other staff positions as it deems appropriate (including, without limitation, staff responsible for media, design, and field marketing, and staff responsible for equipment and library), and shall set their compensation by resolution. The Board may delegate specific authority to officers, the Executive Director, or committees.
Section 4.4 Meetings. The Board shall meet at least quarterly. Meetings may be held in person or by electronic means. Special meetings may be called by the President or by any two directors. Notice of the time and place (or electronic meeting details) shall be given to each director at least three (3) days before the meeting, unless waived.
Section 4.5 Quorum and Voting. A majority of the directors then in office shall constitute a quorum. Action of the Board shall be approved by a majority of directors present at a meeting at which a quorum is present, unless a greater vote is required by law or these Bylaws.
Section 4.6 Officers. The Board shall elect a President and a Secretary, and may elect such other officers as it deems appropriate (e.g., Vice President). Officers shall serve at the pleasure of the Board. The President shall preside at meetings of the Board and of members, shall generally oversee the Club’s activities, and shall maintain the Club’s financial records, oversee deposits and disbursements, and ensure compliance with any required tax filings (including Form 990 if applicable). The Board may by resolution assign any or all of those financial duties to another officer or to the Executive Director. The Secretary shall keep minutes of meetings and maintain the Club’s records. The third director need not hold an office; if the Board elects an additional officer (e.g., Vice President), that officer shall have such duties as the Board may specify.
Section 4.7 Removal and Vacancies. A director or officer may be removed by the Board with or without cause. Vacancies may be filled by the Board for the unexpired term.
Section 4.8 Staff. The Board may appoint and remove an Executive Director and other staff. Staff shall report to the Board (or to the Executive Director if the Board so designates). Compensation and duties shall be set by Board resolution and documented in governance records. No staff compensation shall constitute private inurement.
Article V — Finances
Section 5.1 Deposits. All dues and other income of the Club shall be deposited in accounts in the Club’s name, using the Club’s federal Employer Identification Number. No Club funds shall be commingled with the personal funds of any director, officer, or member.
Section 5.2 No Inurement. No part of the net earnings of the Club shall inure to the benefit of any private individual, director, officer, or member. The Club may reimburse reasonable expenses incurred on behalf of the Club when approved by the Board.
Section 5.3 Dissolution. Upon dissolution of the Club, after payment of all debts and liabilities, remaining assets shall be distributed to one or more organizations exempt under Section 501(c)(7) of the Internal Revenue Code, or to the State of Colorado for a public purpose. No assets shall be distributed to any member or private individual.
Article VI — Amendments
These Bylaws may be amended by a two-thirds (2/3) vote of the Voting members present at a meeting of members at which a quorum is present, provided that the text of the proposed amendment (or a fair summary) has been included in the notice of the meeting. The Board may propose amendments for consideration by the members.
Article VII — Parliamentary Authority
Meetings of the Board and of the members shall be conducted in accordance with the current edition of Robert’s Rules of Order, to the extent not inconsistent with these Bylaws or applicable law.
Adopted by the Board of Directors of Peak Vinyl Club on February 22, 2026.