Board of Director's Approval of Dissolution Motions
(Apologies for the formating issues)

Final Board Meeting of

Oklahoma Bicycle Coalition, Inc. / Bike Oklahoma

Date:   July 7, 2025

Time:               6:36 pm

Present: Tony Carfang, Tegan Malone, Cynthia Gedra, Zeno Warrior, Andy Bennett, Sheri Hutchins, Bonnie Winslow, Kyle Henry

Absent: Jason Waddell, Vickie Williams

The name and address for each Director and Officer are as follows:

New Business: Dissolution

1. Motion: Recognize that the Oklahoma Bicycle Coalition, Inc. Board voted on March 30, 2025 to recommend dissolution of Oklahoma Bicycle Coalition, Inc.  Motion made by Andy Benett and Seconded by Zeno Warrior.    Discussion: None Vote: 7 – Yes, 1 - Abstain

        2. Motion: Dissolve Oklahoma Bicycle Coalition, Inc.  Discussion: Oklahoma Bicycle Coalition, Inc. is voluntarily dissolving because              the purpose of the corporation has been fulfilled. In addition, there are limited resources to recruit new leadership and members,                and to grow financially, which has led to a stagnation in achieving educational and advocacy goals for which the organization                    was originally formed.

            Motion made by Kyle Henry and Seconded by Cynthia Gedra. Discussion: None  Vote:  7 – Yes, 1 - Abstain

         
         3. Motion: Accept the following dissolution plan:

The board of Oklahoma Bicycle Coalition, Inc. has agreed to donate all remaining assets, after all creditors have been paid, to Oklahoma Bicycle Summit EIN #46-2866457, to engage in any lawful act or activity for which the corporation is organized under Oklahoma law. The Oklahoma Bicycle Summit Board has agreed to accept the assets and further incorporate certain goals and aspects of OBC in order to strengthen its own organization.

The following are the terms that both the Oklahoma Bicycle Summit, Inc. and the Oklahoma Bicycle Coalition have agreed to:

Terms Agreement between the Oklahoma Bike Summit (“Summit”) and the Oklahoma Bicycle Coalition (“Coalition”)

1. Summit will adopt the trade name/ dba name “BikeOklahoma”, but will continue using “Oklahoma Bike Summit, Inc.” as its legal name.
2. Summit will continue the current specialty license plate as a benefit to the members transferring over from the Coalition.
3. Summit will automatically transfer members from Coalition at no cost. Members benefits will change, however, as Oklahoma Bike Summit is not a membership organization, so members will no longer be able to vote on organizational Bylaws, Board of Director members, or Board officers, the three benefits provided under the Coalition Bylaws. Members are encouraged to become Summit board members or sit on committees of their interests.
4. The new Summit Board of Directors will consist of up to 8 voting members, two from the Summit existing board and up to 6 from the Coalition board for one year from the time the two organizations officially combine. After the year new elections will be held and any combination from the previous two boards is acceptable.
5. In accordance with Summit Bylaws, the Board of Directors will be responsible for all Summit business and activities with input from its committee members, advisory board, and general membership.
6. Summit will also create an Advisory Committee and appoint eight (8) Committee members, who may be former Coalition members. The advisory board will not have voting privileges.
7. The Coalition will transfer any remaining assets after dissolution to the Summit with the only restriction being that they use the assets in accordance with their lawful purpose.
8. If possible, available insurance policies will be transferred to the Oklahoma Bicycle Summit, Inc once the dissolution is complete and the new summit organization becomes effective.

Current Oklahoma Bicycling Coalition Officers and Board Members: Tony Carfang, President

Vacant, President Elect/Vice President
Tegan Moore, Secretary

Cynthia Gedra, Treasurer
Sheri Hutchins

Zeno Warrior
Andy Bennett
Kyle Henry
Cynthia Williams
Jason Waddell
Bonnie Winslow

Current Oklahoma Bicycle Summit Board Officers and Board Members:
Bonnie Winslow, President

Vacant, Secretary
Bill Elliott, Treasurer
Tony Carfang

Max Harris

Newly Formed BikeOklahoma (formerly Oklahoma Bicycle Summit and Oklahoma Bicycling Coalition) Officers and Board Members:

Tony Carfang, President

Bonnie Winslow, Volunteer Business Manager
Tegan Moore, Secretary

Cynthia Gedra, Treasurer
Max Harris

Sheri Hutchins
Andy Bennett
Zeno Warrior

Advisory Committee:

Kyle Henry
Bill Elliott
Shawn Wright

There is no Real Property to be distributed.

Motion made by Kyle Henry and Seconded by Andy Bennett. Discussion: None   Vote:   7 – Yes, 1 Abstain