Midwest Trail Riders Association Bylaws
Approved by a vote of the membership on November 7, 2004

Last updated November 7, 2004

DEFINITIONS:

• Member(s) - The term member refers to Class A and Class B members as defined below. The term Member also includes Officers and Directors unless otherwise stated in the context of its use below.
• Officer - An Officer is a Class A member that holds the position of President, Vice-President, Secretary, Treasurer or Safety Officer within the Organization.
• Director - A Director is a member of the Board or Directors. Officers are by virtue of their position members of the Board of Directors.
• Organization - Midwest Trail Riders Association.
• Board - the Board of Directors.
• Rolling Calendar Year - A rolling calendar year is defined as the 12 months immediately preceding the current date. For example: if Today was April 3, 2003 the rolling calendar year would include the past twelve months up to and including April 3, 2002.

ARTICLE I ORGANIZATION

1. The name of the organization shall be Midwest Trail Riders Association hereinafter referred to as the Organization.
2. The registered office of the Organization shall be located in Corydon, Indiana in Harrison County.
3. It is the intent of the Organization to function as a not for profit corporation.

ARTICLE II SERVICE AREA

1. The service area of the Organization shall be primarily the states of Indiana and Kentucky.
2. The Organization’s service area may be expanded in the future, in accordance with the Amendment provision contained herein, to include the surrounding states.

ARTICLE III PURPOSES

Section 1 - The purpose of the Organization is:

1. To organize and promote safe and enjoyable activities centered on the recreational riding of All Terrain Vehicles (ATV’s).
2. To assist in the location, creation, preservation and the safe operation and use of outdoor ATV recreational riding areas.
3. To locate and establish a permanent ATV riding area in the Southern Indiana area or Louisville Kentucky metropolitan area for the Organization to utilize as its home base of operations.
4. To become a leading source of trail riding locations and ATV related information for Southern Indiana, Kentucky and surrounding areas.

ARTICLE IV MEMBERSHIP

Section 1 - General Membership Requirements

1. Membership will be open to any individual over the age of eighteen (18) interested in supporting the purposes of the Organization.
2. Membership will be open to any individual between the ages of thirteen (13) and eighteen (18) provided a parental consent form has been properly signed, submitted to, and on file with, the Organization.

Section 2 - Membership Categories

1. There shall be two categories of Members within the Organization. Class A and Class B.
2. A Class A Member shall be an individual that:
1. meets the General Membership Requirements set forth above
2. has paid their membership dues for the current year
3. must be registered on the Organization’s website
4. membership runs from January 1 through December 31 (Added Nov 7, 2004)
5. dues paid from January 1 to June 30 are full price and will include a free gift (Added Nov 7, 2004)
6. dues paid July 1 to December 31 are 60% of the full price with no free gift (Added Nov 7, 2004)
7. dues paid July 1 to December 31 at the full price will include the free gift (Added Nov 7, 2004)
3. A Class B Member shall be an individual that:
1. meets the General Membership Requirements set forth above
2. has NOT paid their dues for the current year
3. has registered on the Organization’s website
4. and has participated in at least one Organizational activity or made a post in the Organization’s online forum within the past Rolling Calendar Year.
4. Class A Members shall automatically become Class B Members if they fail to renew their Class A membership by the deadline set forth annually by the Board of Directors at the annual membership meeting.

Section 3 - Membership Term and Termination

1. Term of membership for Class A Members shall be annual from January 1 to December 31.
2. Term of membership for Class B Members shall be a Rolling Calendar Year from the date the Member last made a post in the Organization’s online forum or last attended an activity coordinated by, or sponsored by, the Organization, whichever is later.

Section 4 - Membership Benefits

1. The membership benefits shall vary between Class A and Class B members. Said membership benefits shall be posted on the Organizations website and may be updated from time to time in accordance with the Organization’s operational procedures.
2. Both class A and class B Members shall be permitted to attend meetings and events.
3. Only class A Members will be allowed to vote when the Board of Directors puts an issue to membership vote.
4. Class B Member input will be allowed at meetings and on the website and may be considered as it pertains to Organizational issues. However, only class A Members will be allowed to vote.

Section 5 - Membership Suspension and Revocation

1. The Board reserves the right to suspend, permanently revoke and/or ban any Member from participation in the Organization if the Board feels the Members continued participation in the Organization is harmful or detrimental in any way to the Organizations goals or its membership. Examples of behavior that is considered harmful to the Organization and its Members include, but is not limited to, the following:
1. Failure to follow the Organization’s rules
2. Engaging in activities that are harmful to the Organization and / or its stated purpose
3. Operating an ATV or acting in a manner that puts others at risk of injury or death
4. Disruptive or unlawful behavior at Organization outings, meetings and other sponsored events
2. General Membership Suspension (Class A or Class B members NOT including Officers or Directors):
1. The Board of Directors reserves the right to suspend any non-Officer or non-Directors individual’s membership and/or participation, whether the Member is a Class A or Class B member, in the Organization at any time and for any reason the Board feels appropriate by an affirmative vote of a two-thirds (2/3) or sixty-six (66%) percent majority or more of the Board of Directors.
2. Any individual member of the Board of Directors may temporarily suspend any Members membership in the Organization provided the board member feels there is sufficient cause to do so. Any temporary suspension levied by an Officer or Board member shall cause the Member’s membership status to be suspended until such time as it can be reviewed and voted upon at the next regularly held meeting at which time the suspension shall be upheld or become revocation. If a suspension is not levied or the Member’s membership is not revoked at the next meeting the Member’s membership shall be restored to its same status as it was prior to the Board members actions.
3. Officer or Director Membership Suspension:
1. The Board of Directors reserves the right to suspend any Officer or Directors individual’s membership in the Organization at any time the Board feels the Officer or Director is not acting in the best interest of the Organization, the Officer or Director has become a disruptive or harmful influence to the Organization and/or the Officer or Director is preventing the Organization from pursuing its stated purpose by an affirmative vote of a three-quarters (3/4) or seventy-five (75%) percent majority, excluding the Officer or Director being voted upon, or more of the Board of Directors.
2. The agreement of any three (3) or more of the Board Members may temporarily suspend an Officers or Board members membership in the Organization provided the board members feel there is sufficient cause to do so. Any temporary suspension levied by an Officer or Board member shall cause the Officer or Board members membership status to be suspended until such time as it can be reviewed and voted upon at the next regularly held meeting at which time the suspension shall be upheld or become revocation. If a suspension is not levied or the Officers or Board members membership is not revoked at the next meeting the Officer or Board members membership shall be restored to its same status as it was prior to the Board members actions.
4. The length of any suspension period shall also be determined by the Board in accordance with the same voting guidelines and percentages as used to invoke the suspension. However, in no case shall the Board suspend a Members membership for a period of more than one (1) year from the date the suspension began except as set forth in subparagraph 5 immediately below.
5. The Board also reserves the right to permanently revoke any Members (including Officers and Directors) membership in the Organization if the Board feels the reason for such revocation is sufficiently severe or damaging to the Organization or its Members. However, any permanent revocation shall require the unanimous agreement of the Board or Directors, excluding the Officer or Director being voted on if that is the case.

ARTICLE V MEETINGS

Section 1 - Annual Membership meetings

1. The annual membership meeting of the Organization shall be held on the third Saturday of January each and every year.
2. Notice of the location of the meeting shall be posted on the Organizations website at least two weeks prior to the scheduled meeting date. Said notice shall contain the date and time of the meeting, the physical location of the meeting and reasonable directions to the meeting location.
3. The annual meeting shall be held within a 15 mile radius of Corydon, Indiana.

Section 2 - Regular Membership meetings

1. Regular meetings of Organization shall be held no less than quarterly and no more than monthly. They are to be held at a time and location to be determined by the Board of Directors.
2. Notice of the location of the meeting shall be posted on the Organizations website at least two weeks prior to the scheduled meeting date. Said notice shall contain the date and time of the meeting and the physical location of the meeting.
3. The location of these meetings may be held in various locations throughout the year in an attempt to maximize attendance within the group’s service area.

Section 3 - Special Membership Meetings

1. Special meetings of this Organization may be called by the President when he deems it to be in the best interest of the Organization.
2. Notices of such meeting shall be posted on the Organizations website at least ten (10) days before the scheduled date set for such special meeting.
3. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, by whom it was called and the time and location of the meeting.
4. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of the board of directors.

Section 4 - Board of Director Meetings

1. Board of Director meetings may be called by the President at any time provided Board members are given at least 7 days notice of the meeting and a reasonable attempt is made to accommodate the Board members personal schedules in order to maximize attendance.

Section 5 - Quorum

1. A simple majority of the Board of Directors shall constitute a quorum

Section 6 - Order of Business

1. Call to Order
2. Reading of the Minutes of the preceding meeting
3. Reports of Committees
4. Reports of Officers
5. Old and Unfinished Business
6. New Business
7. Establishment of next meeting date, time and location
8. Adjournment

Section 7 - General

1. All Organization meetings of the shall be conducted in accordance with Robert's rules of order

ARTICLE VI VOTING

1. Regular and Special Meetings
1. At all meetings, except for the election of officers, a two-thirds (2/3) or sixty-six (66%) percent or more affirmative majority vote of the Board of Directors is required to put the issue at hand to a membership vote. (Updated Nov 7, 2004)
2. All votes shall be by show of hands and the results shall be recorded by the Secretary.
3. Each board member in personal attendance at any meeting shall be entitled to one (1) vote
4. At any regular meeting, if a majority of those attending so require, any question may be voted upon.
5. At any special meeting, if a majority of those attending so require, any question may be voted upon, provided said question is congruent with the reasons stated in the posted notice of the special meeting.
2. Officer Elections
1. For the election of officers, ballots shall be provided to the membership in attendance at the Organizations annual meeting.
2. There shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
3. Votes cast for the election of the officers shall be counted by a committee of three. Said committee shall be appointed by the President prior to the election.
4. The committee of three shall act as "Inspectors of Election" and shall, at the conclusion of such balloting, certify in writing to the President the results of the election.
5. The election results shall be recorded by the Secretary.
6. No Inspector of Election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE VII OFFICERS

Section 1 - General

1. The officers of the organization shall be as follows: President, Vice President, Secretary, Treasurer, Safety Officer
2. Only Class A Members shall be eligible to become Officers.
1. In the event any Officer fails to maintain their Class A membership status, that Officer shall be removed from office if they fail to renew their membership within thirty (30) days of being notified by the Treasurer or President of the Organization of their failure to keep their membership dues current.
2. If the Officer fails to pay their membership dues within the thirty (30) day grace period they shall be removed from office and replaced in accordance with the officer vacancy provisions listed below.
3. Officers shall by virtue of their office be members of the Board of Directors.
4. Officers shall server for a term of one (1) year and may serve up to two (2) consecutive terms. The outgoing Officer must serve a one year absence from the position previously held before they can be re-elected to an that Officer position again Said outgoing Officer may continue to serve as a member of the Board of Directors or in another Officer capacity if so elected.
5. The order of the elections will be 1) President 2) Vice President 3)Treasurer 4) Secretary 5)Safety Officer 6) Directors 6 and 7 (Added Nov 7, 2004)
6. A person can run for more than one office but can hold only one office. (Added Nov 7, 2004)
7. Nominations can take place during two meetings prior to the election. (Added Nov 7, 2004)
8. Director 6 and Director 7 will be chosen in one vote with the two persons with the high vote count getting the offices. (Added Nov 7, 2004)

Section 2 - Duties

1. The President shall:
1. Preside at all membership meetings.
2. He shall by virtue of his office be Chairman of the Board of Directors.
3. He shall present at each annual meeting of the organization an annual report of the work of the organization.
4. He shall designate all committees as temporary or permanent and determine the term of each.
5. He shall determine the powers afforded to any committee.
6. He shall see all books, reports and certificates required by law are properly kept or filed.
7. He shall be one of the Officers who may sign the checks or drafts of the Organization.
8. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
2. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting President of the Organization with all the rights, privileges and powers as if he had been the duly elected President.
3. The Secretary shall:
1. Keep the minutes and records of the organization in appropriate books.
2. It shall be his duty to file any certificate required by any statute, federal or state.
3. He shall be the official custodian of the records and seal of this Organization.
4. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
5. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the Organization.
6. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
7. He shall report on the minutes of prior meetings at subsequent meetings and retain records of such minutes.
8. The secretary of the board shall keep the corporate records, as well as the minutes of the board meetings and shall perform the duties usually incidental to that office.
4. The Treasurer shall:
1. Have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the Organization.
2. He shall cause to be deposited in a regular business bank all monies or securities of the Organization.
3. He must be one of the Officers who shall sign checks or drafts of the organization.
4. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Organization and such report shall be provided to the Secretary and affixed to the minutes of the meeting.
5. He shall exercise all duties incident to the office of Treasurer.
5. The Safety Officer shall:
1. Be responsible for the development of the safety policies and procedures of the Organization.
2. He shall preside over the Safety committee if so established.
3. He shall be responsible for the development of the Organizations Training programs.
4. He shall be responsible for monitoring compliance with the Organizations safety policies and procedures.
5. He shall be the source for safety related information to be distributed to, or requested by, the membership.

Section 3 - Vacancies

1. Vacancies in one of the Officer positions shall be filled by a vote of the majority of the Class A Members attending the meeting in which such vacancy is to be filled. Said Officer shall serve for the balance of the vacated term.
2. Said vacancy and election shall be posted on the Organizations website for a minimum of two (2) weeks prior to the vacancy being filled.

Section 4 - Compensation

1. No officer shall for reason of his office be entitled to receive any salary or compensation.
2. However, nothing herein shall be construed to prevent an officer or director for receiving any compensation from the Organization for duties other than as a director or Officer or to seek expense reimbursement in accordance with the Organizations guidelines.

ARTICLE VIII BOARD OF DIRECTORS

Section 1 - General

1. The responsibility for the general control and management of the policy, affairs, business and direction of the organization shall be vested in the Board of Directors.
2. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
3. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
4. Each director shall have one vote and such voting may not be done by proxy.
5. The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
6. Meetings of the board of directors shall be held on regular basis
7. Directors may be, and in many cases are encouraged to, become members of other ATV related organizations, groups, associations or entities that promote the safe operation and use of ATV’s consistent with this Organizations purpose. Such affiliations are allowed provided that:
1. Such affiliation is made know to the Board of Directors
2. Such affiliation does not provide the Director with a conflict of interest or interfere with the Directors ability to fulfill his duties for the Organization
3. All decisions made by the Director as they pertain to Organizations business are made consistent and diligent with his position and duty as a member of the Organizations Board of Directors.
4. The Director or Officer is not an Director or Officer of the other ATV related organization.

Section 2 - Board Composition

1. The Board of Directors shall consist of the Officers (the President, the Vice-President, the Treasurer, the Secretary and the Safety Officer) and two additional individuals elected from the Class A membership.
2. The directors to be chosen for the ensuing year shall be chosen at the annual membership meeting.

Section 3 - Term

1. Nominations of individuals to serve on the Board of Directors are to be voted upon by the general membership at the annual meeting of the Organization. Nominations for board membership to be voted upon may be made from the floor at the annual membership meeting, providing the nominee gives consent.
2. Officers shall serve as Directors of the Board as long as they remain and Officer.
3. The individuals elected must be Class A Members to serve on the Board of Directors shall serve for a term of one (1) year. (Updated Nov 7, 2004)
4. A director, other than an Officer, chosen from the Class A membership cannot serve more than two consecutive terms, re-elections shall not occur until a one-year absence occurs; at which time the individual may reapply.

Section 4 - Vacancies

1. Vacancies in the Board of Directors shall be filled by a vote of the majority of the class A members attending the meeting in which such vacancy is to be filled. Said director shall serve for the balance of the vacated term.
2. Said vacancy and election shall be posted on the Organizations website for a minimum of two (2) weeks prior to the vacancy being filled.

Section 5 - Removal

1. A non-Officer Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any non-Officer Director. The Board of Directors shall adopt such rules for a hearing as it may in its discretion consider necessary for the best interests of the organization.
2. A three-quarters (3/4) or seventy-five (75%) affirmative majority vote of the Board of Directors, excluding the Board member being considered for removal, is required to remove a Board member.
3. Officers can not be removed from the Board or Directors unless they are also removed as Officers of the Organization in accordance with the provisions in Article IV section 5 herein.

ARTICLE IX PROCEDURAL POWERS

1. The board may enter into any agreement with other agencies provided said agreement is entered into in support of the general purposes and objectives of the Organization.
2. The board shall be empowered to receive funds in support of the Organization.

ARTICLE X SALARIES

1. The Board of Directors shall hire and fix the compensation of any and all employees or subcontractors which they, in their discretion, may determine to be necessary to conduct the business of the organization.

ARTICLE XI COMMITTEES

1. All committees of this Organization shall be created by the Board of Directors.
2. The Board of Directors shall designate and approve all committee members.
3. The President shall determine the scope of the committee’s powers and term upon the establishment of the committee.
4. The Board of Directors shall appoint a chairman of each committee who shall serve at the discretion of the Board of Directors.
5. All committees shall report to the President
6. Advisory or other committees may be established by the board of director's as necessary.

ARTICLE XII DUES AND ORGANIZATION FINANCES

Section 1 - Dues

1. Dues for each subsequent year shall be set by the Board of Directors at the annual membership meeting immediately following any annual elections.

Section 2 - General

1. The accounting methods of the organization shall be in accordance with generally accepted accounting practices.
2. There shall be a statement showing, in reasonable detail, the sources of income, manner of expenditures and any funds held in accounts presented at the annual shareholder meeting.
3. There shall be at least two (2) authorizing signatures, one of which must be a member of the Board of Directors for all disbursements and expenditures. The board may designate additional individuals, including staff or other Members as authorized signatures.

ARTICLE XIII SAFETY

1. The Organization takes safety very seriously. As a result, we have adopted the following rules and guidelines:
1. Members are required to follow all rules of each designated riding area they visit (whether public or private).
2. Littering is against club policy and illegal in most states. Pack it in and pack it out.
3. Members are strongly encouraged to wear their helmets and other safety gear. The Organization reserves the right to require members to wear helmets on Organizational outings.
4. Members are encouraged to take an approved ATV safety training course.
5. No photos may be posted outside the individual member photo area of the Organizations website showing any one riding an ATV without a helmet.

ARTICLE XIV DISSOLUTION

1. Upon dissolution of the Organization, all funds and property remaining after paying or adequately providing for the debts and obligations of the Organization, shall be held in trust for the use of benefit of, or distribution to, another non-profit organization organized and existing for the general purposes and objectives of the Organization, as herein above stated.
2. This shall not apply to the use of any funds, which in the case of dissolution may be required to revert back to their source.

ARTICLE XV AMENDMENTS

1. These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than seventy-five percent (75%) of the Board of Directors at any meeting of the Board of Directors, or any annual, regular or special membership meeting provided notice of the proposed change has been posted on the Organization’s website at least two (2) weeks prior to said meeting taking place.