As stated by Montana Law, at least 10% of membership as of 11:59 PM on December 16, 2025, must vote to reach a quorum.

The vote passes if two-thirds of the votes cast OR a majority of the voting power vote in favor, whichever threshold is lower.

In terms of real numbers, Adventure Cycling has 17,414 eligible members as of 11:59 PM, December 16, 2025 (includes 3,354 household members who vote on a pro rata basis). At least 1,741 members must vote to reach a quorum.

To pass, 1,161 (assuming 1,741 votes are cast) or 8,708 of the total voting power must vote FOR the sale of the building for it to pass.

All current members can vote. Membership must be current as of 11:59 PM Mountain Time on December 16, 2025.

Each member is entitled to one vote on this matter. If a membership stands of record in the names of two or more persons (household membership), their acts with respect to voting have the following effect:

• if only one votes, the act binds all; and
• if more than one votes, the vote is divided on a pro rata basis.

• A member will need to use their member number and a unique PIN to vote. These are supplied in your email or letter.
• All members have been assigned a unique PIN specifically for this vote.
• All members have always had a unique member number.
• Votes can be cast the following ways:
• Online form: adventurecycling.org/member-vote
• Voicemail: call (406)540-5622 and leave a voicemail with the following information: “This is [member name], member number [####], PIN Number is [####], I vote [FOR/AGAINST] the building sale.”
• Voicemails missing any piece of information will not be counted.
• No need to spell out your name or say “Z as in Zulu.”
• Voicemails can be left anytime during the voting period.
• Mail-in Ballot: Those who don’t have email addresses or have opted out of electronic communications will receive a letter with a mail-in ballot. Mail-in ballots must be postmarked by January 20, 2026.

A member can only vote once and cannot change their vote once it’s submitted.

January 13, 2026, 1:00 PM Mountain Time through January 20, 2026, 11:59 PM Mountain Time.

Pro rata voting means that household members share voting power proportionally based on the number of people in their household membership.

If a membership stands of record in the names of two or more persons (household membership), their voting works as follows:

• If only one household member votes: That vote counts as one full vote and binds all household members
• If multiple household members vote: The vote is divided proportionally among them

Examples:

Two-person household:

• Both vote the same way (both FOR or both AGAINST): Counts as one full vote
• They vote differently (one FOR, one AGAINST): Each person gets half a vote (0.5 FOR, 0.5 AGAINST)
• Only one person votes: Counts as one full vote and binds the other household member

Three-person household:

• All three vote the same way: Counts as one full vote
• Two vote FOR, one votes AGAINST: Counts as 0.67 FOR, 0.33 AGAINST
• Only one person votes: Counts as one full vote and binds the other household members

Five-person household:

• All five vote the same way: Counts as one full vote
• Three vote FOR, two vote AGAINST: Counts as 0.6 FOR, 0.4 AGAINST
• Only one person votes: Counts as one full vote and binds the other household members

Key points:

1. One membership = one vote’s worth of voting power, regardless of how many people share that membership
2. Household members split that voting power if they vote differently
3. If household members agree, their combined votes equal one full vote
4. If only one household member participates, their vote represents the entire household

Practical advice for household members:

If you’re part of a household membership and want your vote to have maximum impact, coordinate with your household members before voting to ensure you’re aligned. If you all vote the same way, your household’s full vote counts in one direction.

Results will be announced by January 31, 2026, via email to all members and on the website.

If you need assistance with the voting process or require accommodation, please contact us. Call (406)721-1776 or email questions@adventurecycling.org.

Adventure Cycling has consulted legal counsel to ensure we are following all appropriate laws and regulations and have solicited advice from experts who specialize in providing a fair and transparent voting process.

We’ve employed a third party, Pedal Lucid, to run a secure vote outside of Adventure Cycling’s database and systems. They have implemented a secure, web-based and voice mail-based voting system that authenticates members using their Member ID and a unique PIN, eliminating the need for separate login credentials. The solution validates member status, prevents duplicate voting, and maintains comprehensive audit trails including IP address and device information for all submission attempts.

All vote data and member PINs are stored in Pedal Lucid’s server, and submission logs are maintained in their SharePoint for auditing purposes.

Montana law for member organizations requires a vote on the sale of major assets not in the course of ordinary business operations. While there were prior changes to the bylaws in 2014 that aimed to limit member rights, arguably those changes do not overcome the Montana law that requires a vote on the sale of major assets not in the course of ordinary business operations.

Also, members are our most important stakeholders. We want to hear from you. We want you to participate fully in the organization, as we believe in your ability to help us through the hard times and the good.

Regarding Email Delivery and Voting Access

We’ve heard from some members concerned about email delivery for the building sale vote. We want to be completely transparent about what’s happening and how we’re addressing it.

What’s Actually Happening

Some voting emails are experiencing what’s called “soft bounces.” This is a temporary delivery issue where an email is initially blocked—usually because a recipient’s inbox is full, their email server is temporarily down, or their spam filter is being overly cautious. Soft bounces are different from hard bounces (invalid email addresses) and are a normal part of email delivery that affects all organizations.

Importantly: Soft bounces are not suppression. These are technical delivery issues, not intentional blocking. Every member on our email list received a voting ballot.

What We’re Doing to Resolve This

We’re taking this very seriously and working actively with Pedal Lucid, the independent third party managing the vote, to ensure every member can participate:

• Responding to every inquiry: We’re answering all questions sent to questions@adventurecycling.org
• Direct email delivery: Pedal Lucid is sending individual emails directly to members experiencing soft bounces
• Resending emails: We’re resending voting invitations, which often resolves soft bounces on the second attempt
• Monitoring delivery: We’re tracking all delivery issues and proactively reaching out when we identify problems

Please email questions@adventurecycling.org and we’ll work with Pedal Lucid to get your ballot to you immediately.

We’re committed to ensuring every member who wants to vote can vote.

The purpose of this member meeting is to provide Adventure Cycling Association members an opportunity to speak and share their perspectives on the proposed headquarters building sale, or any other organizational business, before the member vote takes place. This meeting is not a voting session; the vote will occur separately [January 13-20, 2026]. Rather, this is your chance to voice your opinions, concerns, questions, and support directly to the Board of Directors and staff. We are committed to hearing from as many members as possible and ensuring that all viewpoints are part of the record as we move forward with this significant decision.

The Member Meeting is on January 13 from 10:00 AM to 12:00 PM Mountain Time. The meeting will be held on Zoom. You can RSVP to attend here.

For those who live in Missoula and need accessibility accommodations, we’ll have a small space set up at 150 E. Pine, Missoula, Montana, for you to attend the meeting. We ask that you RSVP for that here.

The two-hour meeting will be structured as follows:

• 5 minutes: Meeting tone-setting and rules
• 10 minutes: Presentation from Adventure Cycling
• 10 minutes: Presentation from opposition group
• 90 minutes: Public comment period for members (2 minutes per speaker)
• 5 minutes: Closing

The timing allows space for approximately 36 members to speak. To help us steward this meeting efficiently, members can sign up ahead of time to speak, starting January 2, 2026.

Speaking options:

• Individual speakers receive 2 minutes
• Members may pool their time with other speakers (maximum 10 minutes or 5 speakers pooled together)
• Only one person speaks at a time during pooled time
• If there is extra time during the meeting, we can open the floor to non-registered speakers

This approach ensures all members receive the same opportunity to speak. Your input matters, and we want to ensure everyone who wants to be heard has that opportunity.

If we have more speakers than time, we encourage members to use our Forums or Facebook to voice their opinions. Or direct questions or thoughts to us at questions@adventurecycling.org

We will record the Member Meeting and post it to our YouTube channel as quickly as possible on January 13, 2026.

If you’re unable to attend and would like to share your opinions about the building sale or organizational business, please use our Forums or Facebook. Or direct questions or thoughts to us at questions@adventurecycling.org

We ask that all participants abide by these rules of decorum and conduct.

• Members are welcome to speak during the designated public comment periods on the building sale, the vote, or other matters within Adventure Cycling’s jurisdiction.
• Comments must be respectful and allow Adventure Cycling to conduct the member meeting in an orderly manner.
• Disruptive behavior, threats, intimidation, obscene language, racial epithets, or other conduct that impedes orderly proceedings are prohibited.
• Speakers must be recognized by a presiding staff member before speaking and limit remarks to matters related Adventure Cycling business.
• Speakers must limit their remarks to two minutes, unless pooled with other members ahead of time. Up to five members may pool their remarks for a total of 10 minutes. Only one member may speak during their pooled time.
• Remarks should be addressed to the group as a whole, not to individual members, staff, or board members.
• A presiding staff member may mute or remove anyone who fails to observe these rules.
• All attendees must refrain from disrupting, disturbing, or otherwise obstructing the meeting.

Details about the potential buyer are confidential until the deal closes in order to protect privacy and ensure the transaction proceeds smoothly.

The building is not well-suited for tenants. Our space is very unique with 10,000-square feet of open office layout, most of which is not ADA accessible. It would be difficult and costly to partition off spaces to be able to rent to multiple tenants. Yes, it can be done with a lot of capital investment. However, we do not think it’s wise to invest our limited resources in becoming a landlord when those resources should be invested in our mission and operations. There is a significant amount of deferred maintenance that would need to be addressed before we could rent out space. We do not have the staff capacity to manage multiple tenants with varying needs of IT and facility support.

A sale would provide needed capital for the organization to execute mission critical activities while the headaches (and financial costs) of being a building landlord could be someone else’s.

As a nonprofit, Adventure Cycling doesn’t pay property taxes, but we do incur regular expenses for utilities, insurance, and basic maintenance. However, our current 10,000-square-foot building is significantly underutilized — only 7 staff members occupy the space — which has led us to be conservative about maintenance spending.

This approach has resulted in substantial deferred maintenance that must be addressed. Before we could rent out unused space to offset costs, we would need to invest between $150,000 and $250,000 in critical repairs.

These capital improvements are beyond our current financial capacity.

While our annual operating expenses (utilities, insurance, etc.) are reasonable (~$55,000 a year), they don’t account for these larger infrastructure needs. The proposed lease-back arrangement would cost more than our current annual expenses, but we are leasing at favorable rates, and it would transfer the responsibility for this deferred maintenance and future repairs to the building’s new owner. This would allow us to focus our resources on our core mission rather than building upkeep.

Adventure Cycling operates as a national organization serving cyclists across the country. Our current staffing model reflects both the realities of where qualified talent is located and the expertise we need to execute our mission effectively.

Weighing the trade-offs: We recognize that in-person work can foster creative collaboration, spontaneous problem-solving, and team cohesion in ways that are different from remote work. However, any decision about staffing structure must be based on a realistic cost-benefit analysis; in our case, the costs and risks of mandatory relocation far outweigh the potential benefits.

Requiring our 10 remote staff members to relocate to Missoula would be operationally and financially devastating to the organization for several reasons:

Housing and affordability crisis: Missoula has experienced a severe housing shortage and dramatic cost-of-living increases in recent years, making relocation financially unfeasible for many families. The limited availability of affordable housing, combined with a challenging job market for spouses and partners, would create significant hardship for employees being asked to uproot their families.

Loss of institutional knowledge: Realistically, mandating relocation would result in the loss of most of our remote staff, employees who possess irreplaceable institutional knowledge, specialized skills, and years of experience with Adventure Cycling’s systems, programs, and member community. These are not entry-level positions that can be easily filled.

Recruitment and training costs: Replacing even a portion of these staff members would require extensive recruitment efforts in a limited talent pool, followed by months of training and onboarding. The time and financial costs of rebuilding this expertise, along with the operational disruption to our programs and member services, would far exceed any savings from consolidating staff in Missoula.

Building utilization: Even if all 17 current staff members worked in-house, we would still be dramatically underutilizing a 10,000-square-foot building that once housed over 40 employees. Currently, only 7 staff members work on-site. The building also requires significant deferred maintenance and repairs that we cannot afford to address.

Financial strategy: The lease-back arrangement allows us to maintain our Missoula headquarters presence in appropriately sized space while freeing substantial capital to invest directly in the programs and services that benefit our members nationwide. This approach prioritizes mission impact over maintaining an underutilized physical asset.

In short, forcing staff relocation would likely result in organizational collapse through mass departures, rather than cost savings, while still leaving us with an oversized building we cannot afford to maintain.

A lease-back means Adventure Cycling will sell the building but continue occupying part of it as a tenant. This means we will stay in part of our building.

Under this arrangement, we will lease approximately 3,600 square feet of our current building at 150 E Pine Street, about one-third of the total space. This includes:

• The front entrance and main public-facing area
• Space for our 7 Missoula-based staff
• Areas to welcome visiting cyclists, weigh bikes, and take portraits
• Display space for bicycle travel memorabilia and historical exhibits

Lease Terms:

• Discounted rent for 5 years
• Option to renew for an additional 15 years in 5 years increments

This arrangement allows us to maintain our downtown Missoula presence and continue the programs and visitor experiences that have defined Adventure Cycling, while right-sizing our space to match our actual needs.

Each year, Adventure Cycling records the number of cyclists who sign our guest book. Excepting the 40th anniversary celebrations, we hit our peak number of visitors in 2010, with nearly 1,100. Each year since, we’ve seen a decline in visitors, which appears to parallel the declining interest in riding pavement routes (the Great Divide doesn’t go through Missoula). In 2025, we had 272 visitors.

In 1974, Dan and Lys Burden began working on Bikecentennial in earnest out of their apartment in Missoula, Montana.

In 1975, the operation moved to the historic Belmont Hotel building on the second floor above Missoula’s Eddi’s Club bar.

In 1984, the office moved to a different downtown location in Missoula, the former JC Penney’s storefront.

In 1991, the organization bought the building at 150 E. Pine Street in downtown Missoula, a building that was once a chapel for Church of Christ, Scientist.

In 2012, renovations, including a second story, were completed at headquarters, resulting in a 10,000-square-foot building with an open office layout.

Since 2018, the board and staff have been aware of existential threats and have been taking incremental approaches to preserve as much capacity while addressing those threats. Those incremental approaches included:

• 2018: New strategic plan to address threats of an aging core membership, trends shifting toward digital navigation, and socioeconomic conditions of potential members.
• 2020: Pursued PPP and ERC (COVID relief funds) to help offset loss of revenues from Tours, sales, and other business lines in 2020
• 2020-2024: Broadened programming with specific focus on making ACA and adventure travel more accessible to younger, more diverse potential riders: short trips, more diverse content in magazine, etc.
• 2023: Focused tour slate when economies of scale weren’t possible anymore
• 2023-2024: Performed detailed analysis of true membership costs and updated membership levels with simplified tiers and price rationalization
• 2023 and 2025: Several rounds of staff reductions
• 2024: Shed new and flagging programs to save core program areas
• 2025: Partnered with another organization to help support tour logistics while maintaining our amazing tour leaders

Incremental approaches proved too slow to materialize or otherwise ineffective to offset the decrease in membership. Selling the building is seen as the most beneficial way to preserve and build on core mission and core capabilities of Adventure Cycling. In other words, keeping the building at the expense of routes, guided tours, and magazine would be more damaging to the long-term sustainability of the organization.

In 2024, we implemented rigorous financial oversight processes and people:

• New financial auditors
• New VP of Finance
• Predictive indicators of future financial performance
• Standardized and improved monthly financial review information and process
• Required board approval of predicted variance above thresholds
• Decreased exposure to stock market volatility
• Changed board meeting cadence to monthly

You can view our IRS 990s, financial audits, and annual reports here.

We maintain an ongoing lapsed member survey that provides valuable insights into membership attrition. The data reveals three primary factors, each representing roughly equal portions of membership decline:

1. Aging demographics: It is true that many lapsed members cite aging as a factor for not renewing their membership. It is one of the top three reasons selected in our lapsed member survey. We also recognize that many of our longtime members continue to cycle actively and remain deeply engaged with Adventure Cycling. However, we face a significant challenge in attracting and retaining new members across all age groups and cycling backgrounds. Natural membership attrition occurs in any organization, but our recruitment efforts have not kept pace. This gap represents a fundamental challenge to our membership model.
2. Program and editorial direction: Some members have expressed disagreement with organizational decisions, including concerns about editorial content in the magazine, changes to our tours offerings, and other programmatic directions. We actively incorporate this feedback and continually work to align our programs and content with member preferences. For example, we’ve used this feedback to inform which program pillars to maintain as we face financial challenges (routes, tours, advocacy, and magazine). We have used this feedback to inform story selection in our magazine (more U.S. based, non-epic trips, for example). We used this feedback to think critically about which tours to offer in 2026 (we hear more and more interest in ebike-friendly guided tours). And we are dedicated to continuing implement this feedback.
3. Value perception: Members increasingly question the value of membership given necessary price increases coupled with reduced magazine frequency and fewer member discounts on routes.

These insights directly inform our strategic planning. However, addressing these fundamental challenges requires the financial runway that selling the building would provide. Without this capital, we lack the resources necessary to implement meaningful solutions to these membership concerns.

We also own where we fell short: in the 2018–2023 period, we didn’t stay as focused or consistent as we should have in member communications and in centering decisions around the member experience.

The proceeds from selling the building will be added to Adventure Cycling’s investment reserves and managed according to our investment policy. These funds will serve as a strategic bridge to help us return to financial sustainability and membership growth.

Currently, Adventure Cycling operates on a deficit despite a very tight budget. The building sale proceeds will allow us to invest in programs and improvements that attract and retain members, while we work toward breaking even operationally within the next 3-5 years.

The reserves will fund initiatives proven to drive membership growth and engagement:

• More routes and more frequent route updates – expanding our core offerings
• Digital and website improvements – enhancing the member experience online
• Strong advocacy tools – including petition-signing software to amplify cyclists’ voices
• Expanded tours program – more options and better-delivered experiences
• Member-specific events – both in-person gatherings and online programming

We will draw on these reserves strategically as we build toward operational sustainability. This approach balances financial prudence with the necessary investments in programs and innovations that will generate revenue and grow our membership base.

Without the building sale, we lack the resources to make these critical investments. Your YES vote (FOR the building sale) provides the financial foundation Adventure Cycling needs to thrive for the next 50 years while we transition to a sustainable operating model.

Yes, we absolutely want to rebuild the interconnected system of routes, tours, membership, magazine, and advocacy that makes Adventure Cycling valuable. However, we want to be transparent about our approach and timeline.

Our immediate priority for 2026: Stop the bleeding. Before we can focus on growth, we must first address member retention. Our lapsed member survey has identified clear reasons why members are not renewing, and our top priority is implementing solutions that increase membership value and stem current attrition. This is the foundation upon which any rebuilding effort must be based.

The critical balance: Every initiative we pursue in 2026 must pass a crucial test: How do we meaningfully increase member value without substantially increasing operational expenses? Given our financial constraints, we cannot simply spend our way to better member engagement. We need strategic, cost-effective improvements that deliver real value. Identifying and implementing these solutions is our primary focus for the coming year.

We are currently discussing several options that would add value back to membership and increase renewal rates in 2026.

The timeline: Rebuilding will take several years, not months. This is not a quick fix, but rather a sustained effort to restore Adventure Cycling to organizational health and relevance. The building sale provides the 3-5 year financial runway we need to execute this strategy methodically while working toward operational sustainability.

Our 3- to 5-year rebuilding strategy includes:

• Route expansion and updates: More frequent updates and new route development to keep our offerings current and relevant
• Digital and website improvements: Enhanced user experience and better access to our resources
• Tours program development: Strategic growth and improved tour experiences that meet member demand
• Member events and community building: Creating more opportunities for connection and engagement beyond traditional offerings
• Advocacy tools: Amplifying cyclists’ voices and demonstrating tangible impact on cycling infrastructure and policy

What success looks like: We’ll know we’re succeeding when we see membership renewing at historically average rates, followed by gradual growth in subsequent years as we deliver consistent value that addresses the concerns identified in our member feedback.

We’ve already reduced staff significantly: from 42 employees to 17. Further cuts at this point would eliminate programming that we believe is essential for long-term rebuilding. Right-sizing right now would mean cutting what we see as valuable programs that will help us recover and grow. We don’t see that as a viable or smart option for Adventure Cycling’s future.

The building sale allows us to maintain and invest in the programs members need while we work toward operational sustainability.

Borrowing is less responsible than selling the building. Taking on debt when we’re already running deficits would add interest payments to our expenses and put the organization at greater financial risk. The building is an asset we own debt-free, and we won’t go into debt to hold onto it. Selling allows us to convert that equity into program investments without the burden of loan payments.

We appreciate your support! Get a friend to be member, donate, join a drop in ride, or share your Adventure Cycling is Everywhere story!