BYLAWS OF PROVYDE-A-RYDE.ORG

(A Florida Not-For-Profit Corporation)

ARTICLE I: NAME AND OFFICES

  • Section 1.01 Name: The legal name of the organization is Provyde-A-Ryde Inc. (the “Corporation”).
  • Section 1.02 Principal Office: The principal office of the Corporation shall be located at 50 North Laura Street, Jacksonville, Florida, 32202, or such other place as the Board of Directors may designate.

ARTICLE II: PURPOSE AND MISSION

  • Section 2.01 Specific Purpose: The Corporation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code of 1986.
  • Section 2.02 Mission Statement: The mission of provyde-a-ryde.org is to partner with our sister company, myryde.app, to subsidize transportation for families receiving Medicaid and SNAP benefits exclusively on the myryde.app platform. We help get kids to school, adults to work, and seniors to medical appointments and grocery stores. Charitable contributions will enable those that are less fortunate to confidently get where they need to be.
  • Section 2.03 Arm’s Length Transactions & Private Inurement: All transactions, agreements, and partnerships between the Corporation and its sister entity, myryde.app, shall be conducted strictly on an arm’s length basis. No corporate funds or assets shall result in impermissible private inurement or excess benefit to any private shareholder or individual associated with myryde.app. All transactions with myryde.app must be for the direct benefit of the charitable class (Medicaid/SNAP recipients) and must be executed at or below fair market value.
  • Section 2.04 Limitation on Activities: No part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE III: BOARD OF DIRECTORS & INDEPENDENCE MANDATE

  • Section 3.01 General Powers: The affairs of the Corporation shall be managed by its Board of Directors (the “Board”), which shall supervise, control, and direct the work and well-being of the Corporation.
  • Section 3.02 Number, Composition and Tenure : The initial Board shall consist of three (3) directors. To comply with IRS guidelines regarding common control and brother-sister entity structures, the Board shall actively recruit and expand to include include at least four (4) and preferably a majority of independent, disinterested directors (who have no equity, employment, or familial ties to myryde.app) within six (12) months of initial federal filing. The Board shall consist of no more than 9 and no fewer than 3 directors. Each director shall hold office for a term of 5 years or until their successor is elected.
  • Section 3.03 Conflict Recusal under Florida Law: In accordance with Chapter 617, Florida Statutes, any director who holds an ownership stake or employment position with myryde.app has a conflict of interest.
    • Because all initial directors are owners/employees of myryde.app, any transaction involving the transfer of nonprofit funds to myryde.app represents a per se conflict of interest and must be explicitly recorded. Such interested directors must disclose their financial interest to the Board.
    • They shall recuse themselves from voting on, lobbying for, or negotiating any contracts or agreements between the Corporation and myryde.app.
    • They cannot be counted toward a quorum for that specific vote. Approval of transactions with myryde.app requires the affirmative vote of a majority of the remaining independent, disinterested directors.
    • To maintain federal tax-exempt compliance, a majority of the voting members of the Board must be independent directors who do not have a financial interest in or employment relationship with myryde.app.
    • In compliance with the Florida Department of Agriculture and Consumer Services (FDACS), the Board shall execute a statement certifying that all directors have read, understood, and agreed to follow these conflict of interest provisions.
  • Section 3.04 Meetings: An annual meeting of the Board shall be held at a time and place determined by the Board. Regular meetings shall be held quarterly.
  • Section 3.05 Quorum: A majority of the sitting members of the Board shall constitute a quorum for the transaction of business at any meeting.

ARTICLE IV: OFFICERS

  • Section 4.01 Officers: The officers of the Corporation shall be a President, a Secretary, and a Treasurer.
  • Section 4.02 Duties: Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Board.

ARTICLE V: SERVICE PRICING & REIMBURSEMENT BENCHMARKS

  • Section 4.01 Safe Harbor Pricing Standard: To prevent excess benefit transactions, the Corporation shall only compensate myryde.app for subsidized rides at a rate that is at or below Fair Market Value (FMV).
  • Section 4.02 Determining Fair Market Value: Before any charitable funds are paid to myryde.app for transportation services, the Board must obtain and document independent benchmarking data (e.g., standard commercial rates from Uber, Lyft, or local taxi/medical transit services) to prove that the nonprofit is paying at or below market rate to myryde.app.
  • Section 4.03 Medicaid Broker Benchmarking: The specific mechanism for establishing FMV shall be the exact same reimbursement rate tiers utilized by regional non-emergency medical transportation (NEMT) insurance and Medicaid rideshare brokers operating within the relevant service market. 
  • Section 4.04 Mandatory Documentation: The Treasurer shall maintain written records of current broker rate data to justify all payments made to myryde.app. These records must be preserved alongside official board minutes to satisfy IRS Form 990 reporting requirements. 

ARTICLE VI: FINANCES AND AMENDMENTS

  • Section 5.01 Fiscal Year: The fiscal year shall begin on January 1 and end on December 31.
  • Section 5.02 Amendments: These bylaws may be amended, altered, or repealed by a two-thirds (2/3) vote of the Board of Directors, provided that written notice of the proposed change is delivered at least 90 days prior to the meeting.
  • Section 5.03 Dissolution: Upon dissolution, all remaining corporate assets must be permanently distributed to another qualified 501(c)(3) public charity.