BYLAWS OF RETREAD MOTORCYCLE CLUB INTERNATIONAL, INC. ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTlCLE V Section 2 - Number, Tenure and Qualifications - The number of directors of the corporation shall be six (6). Each director shall hold office until his/her successor shall have been appointed and qualified. The six (6) members of the Board of Directors shall be appointed by the members who are listed on the club charter with American Motorcycle Association. Section 3 - Meetings - A meeting of the Board of Directors shall be held as necessary to conduct the business affairs of the corporation. The Board of Directors may provide, by resolution, the time and place for the holding of meetings without other notice than such resolution. Meetings may be held by telephone conference, but any action taken by the Board during a telephone meeting requiring a vote of the Board shall not be final until each Board member voting by telephone confirms his vote by letter to the International Office. Section 4 - Quorum - A majority of the number of directors fixed by Section 2 of this Article V shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 5 - Vacancies - Any vacancies occurring in the Board of Directors may be filled by appointment by the members who are listed on the club charter with the American Motorcycle Association, a director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. Section 6 - Compensation - There shall be no compensation to any member of the Board of Directors of this corporation. Section 7 - Presumption of Assent - A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered into the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by mail to the secretary of the corporation immediately following the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. ARTICLE VI Section 2 - Removal - Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interest of the corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights. Section 3 - Vacancies - A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors. Section 4 - President - The president shall be the principal executive officer of the corporation, and subject to the control of the Board of Directors, shall, in general, control and supervise all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the corporation. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authority to be executed. Section 5 - Secretary - The secretary shall: (a) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on the behalf of the corporation under its seal is duly authorized, and (b) in general perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him/her by the President or by the Board of Directors. Section 6 - Salaries - There shall be no salaries for the officers of this corporation. ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X |