Circuit Bylaws

BYLAWS

OF

TEXAS STATE CHAMPIONSHIP ENDURO CIRCUIT, INC

(T.S.C.E.C., INC.)

These Bylaws (referred to as the �Bylaws�) govern the affairs of� the Texas State Championship Enduro Circuit, Inc., a non-profit corporation (referred to as the �corporation�) organized under the Texas Non-Profit corporation Act (referred to as the �Act�).

ARTICLE ONE

OFFICES

Principal Office

1.01. The principal office of the Corporation in the State of Texas shall be located at��������������������������������� . The corporation shall have such other offices, either in the State of Texas or elsewhere, as the Governing Body may determine. The Governing Body may change the location of any office of the Corporation.

Registered Office and Registered Agent

1.02� The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation�s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.

ARTICLE TWO

Class of Members

2.01. The Corporation shall have two types of members, which shall consist of existing motorcycle enduro clubs that wish to be affiliated with this regulatory organization and individuals that wish to compete in events sponsored by those clubs.� The Corporation shall keep an accurate ledger of current members.

Admission of Members

2.02�� A motorcycle enduro club may be admitted to membership by the Governing Body, thereby becoming affiliated with the Corporation, after application and after first sponsoring a non-circuit enduro to show it�s aptitude and ability for enduro sponsorship and upon the approval of 75% of the members attending said non-circuit enduro. An individual member may be admitted by paying the annual membership fee, which is to be determined by the� Governing Body.

Renewal of Membership

2.03. Any club member that has withdrawn it�s membership or has had it’s membership or affiliation cancelled for any reason may apply for readmission ion to the corporation in the same manner as a new club. In such case, the Governing Body may waive the requirement to sponsor a non-circuit enduro prior to readmission.

Discipline. Suspension, or Termination of Members

2.04. The Governing Body may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good cause upon formal written complaint, investigation and hearing conducted by the Circuit President, and on approval of termination by two-thirds of the member clubs. Good Cause may include among other things, the default of an obligation to the corporation to pay fees or dues for a period of thirty (30) days following the delivery of notice of default, or a material and serious violation of the Corporation�s Articles of Incorporation, Bylaws, or rules or rule of 3.aw, or the member�s inability to sponsor an acceptable enduro. The Governing Body may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least ten (10) days prior to the hearing. However, shorter notice may be deemed adequate if the Governing Body determines that the need for a timely hearing outweighs the prejudice caused to the member and if a statement of the need for a timely hearing is included in the notice.

Resignation

2.05. Any member club may resign from the Corporation by submitting a written resignation to the Circuit President. The resignation need not be accepted by the Corporation to be effective

Membership, Fees, Dues and Assessments

2.06. The Governing Body may set and change the amount of an initiation fee, if any, and the annual dues payable to the Corporation by member clubs. Dues shall be payable in advance each season.

Transfer of Membership

2.07. Membership in the Corporation is not transferable or assignable. Membership terminates on the dissolution of the Corporation or the dissolution of the member club.

Waiver of Interest in Corporations Property

2.08. The Corporation shall own all real and personal property, including all improvements located on the property acquired by the Corporation. A member club shall have no interest in specific property of the corporation. Each member club hereby expressly waives the right to requite partition of all or part of the Corporations property.

ARTICLE THREE

MEETINGS OF MEMBERS

Annual Meeting

3.01. The corporation contemplates that each individual member club shall maintain it�s own internal organization pertaining to it�s day to day activities, including it�s own internal membership meetings. The only membership meeting of the Corporation shall be as specified in these Bylaws pertaining to the organization and operation of the Governing Body of the corporation.

ARTICLE FOUR

GOVERNING BODY

Management of the Corporation

4.01. The affairs of the Corporation shall be managed by a governing body known as the �Club Council�.

Number and Tenure of Club Council Members

4.02. The Club Council shall be composed of two (2) representatives from each member club and shall serve for a term of one (1) year.

Nomination and Election of Members of Club Council

4.03. Each member club shall be responsible for it�s own internal procedures for nominating and electing it�s two (2) representatives to serve on the Club Council, including those procedures necessary to fill any vacancies that may occur.

Annual Meeting

4.04� The annual meeting of the Club Council shall occur each year at a time and place designated by the Circuit President.

Special Meetings

4.05. Special meetings of the Club Council may be called by or at the request of the Circuit President or any two (2) member clubs represented on the Club Council. A person or persons authorized to call special meetings of the Club Council may fix any place that will be convenient for a majority of the Club Council members that will be in attendance within or without the State of Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting. The Secretary shall give notice to the members of the Club Council as requited by the Bylaws.

Notice

4.06. Written or printed notice of any special meeting of the Club Council shall be delivered to each member of the Club Council not less than seven (7) nor more than sixty (60) days before the date of the meeting, unless good cause exists for shortening or lengthening the notice period. The notice shall state the place, date and tine of the meeting, who called the meeting, and purpose or purposes for which the meeting is called.

Quorum

4.07. At least one (1) Club Council member from sixty percent (60%) of member clubs shall constitute a quorum for the transaction of business at any meeting of the Club Council. Club Council members present at a duly called or held meeting in which a quorum is initially present may continue to transact business even if the Club Council members leave the meeting so that less than the quorum remains. However, no action may be approved without the vote of at least a majority of the number of Club Council members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Club Council members present may adjourn and reconvene the meeting one (1) time without further notice.

Duties of Club Council Members

4.08.� Club Council members shall exercise ordinary business judgment in managing the affairs of the Corporation. In acting in their official capacity of Club Council members of this Corporation, Club Council members shall act in good faith and take actions they reasonable believe to be in the best interests of the Corporation and that are not unlawful. In all other instances, the Club Council shall not take any action they should reasonably believe would be opposed to the Corporation�s best interests or would be unlawful.

Actions of Club Council

4.09 The Club Council shall try to act by consensus. However, the vote of a majority of Club Council members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Club Council unless the act of a greater number is required by law or the Bylaws or other rule duly adopted by the Club Council. Voting by proxy is not permitted.

Compensation

4.10. Club Council members shall not receive salaries for their service. The Club Council may adopt a resolution providing for payment to Club Council members of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Club Council. A Club Council member may serve the corporation in any other capacity and receive compensation for those services. Any compensation that the corporation pays to a Club Council member shall be commensurate with the services performed and reasonable in amount.

����������������������������� Board of Directors

����� 4.11�� The Club Council shall elect four members from the general membership, which with the elected officers will comprise the TSCEC Board of Directors. These four members shall be selected based on geographic boundaries, with two members coming from the Sabine Division, one selected from the South portion of the Sabine Division, and one selected from the North portion of the Sabine Division. Likewise, two members will be selected from the High Plains Division, one from the Northern portion, and one from the Southern portion. The Board of Directors will be empowered to make any decision that can be made by the Club Council, except rules changes, and changes to the By-Laws. The Board of Directors shall act as advisors to the circuit and make any interpretations of the TSCEC rules as may be required during the year. A majority of the Board must reach agreement on all decisions, and all Board members must be contacted, either by mail, e-mail or telephone.

ARTICLE FIVE

OFFICERS

Officer Position

5.01. The officers of the corporation shall be a President,� Vice President, Points Keeper, Secretary/Treasurer, and Immediate Past President. The Club Council may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two (2) or more offices may be held by the same person, except the offices of the President, Vice President and Secretary/Treasurer.

Election and Term of Office

5.02. The officers of the corporation shall be elected annually by the Club Council at regular annual meeting. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.

Removal

5.03. The Club Council may remove any officer elected or appointed by the Club Council with good cause.

Vacancies

5.04. The Club Councilor may fill a vacancy in any office for the unexpired portion of the term.

President

5.05. The President shall be the Chief Executive Officer of the Corporation. The President shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Club Council. The President may execute any contracts or other instruments that the Club Council has authorized to be executed. However, the President may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Club Council, the Bylaws, statute, or other rule duly adopted by the Club Council. The President shall perform all other duties prescribed by the Club Council and all other duties incident to the office of president.

Vice President

5.06. When the President is absent or is unable to act or refuses to act, a Vice President shall perform the duties of the President. When a Vice President acts in place of the President, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. If there is more than one (1) Vice President, the Vice Presidents shall act in place of the President in the order of votes received when elected. A Vice President shall perform other duties as assigned by the President or Club Council.

Treasurer

5.07. The Treasurer shall:

(a)�� Have charge and custody of, and be responsible for all funds of the Corporation.

(b)�� Receive and give receipts for monies due and payable. to the Corporation from any source.

(c)�� Deposit all monies in the name of the Corporation in banks, trust companies or other depositories as provided in the Bylaws or as directed by the Club Council or President.

(d)�� Write checks and dispose funds to discharge obligations of the Corporation.

(e)�� Maintain the financial books and records of the Corporation.

(f)�� Prepare financial reports at least annually.

(q)�� Perform other duties as assigned by the President or the Club Council.

(h)�� Perform all of the duties incident to the office of Treasurer.

Secretary

5.08. The Secretary shall:

(a)���� Give all notices as provided in the Bylaws or as required by law.

(b)���� Take minutes of the meetings of the Club Council and

keep the minutes as part of the Corporate Records.

(c)�� Maintain custody of the Corporate Records and of the seal of the Corporation, if any.

(d)�� Affix the seal of the Corporation, if any, to all documents as authorized.

(e)�� Keep a register of the mailing address of each member club, Club Council member, officer and employee of the Corporation.

(f)�� Perform duties as assigned by the president or by the Club Council.

(g)�� Perform all duties incident to the office of the Secretary.

5.09. The Pointskeeper shall:

(a).� Quickly and accurately collect results from member clubs.

(b.)� Tabulate said scores and maintain year end standings for each duly registered competition member of TSCEC.

(c.)�� Promptly transfer standings to TSCEC webmaster for posting, and to any other media that may require such standings.

5.10� The Immediate Past President shall:

(a.)� Act as consultant to current Board of Directors and may vote on any matter that may come before the Board.

ARTICLE SIX

TRANSACTIONS OF THE CORPORATION

Contracts

6.01. The Club Council may authorize any officer or agent or agents of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number or type of possible contracts and instruments.

Deposits

6.02. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Club Council selects.

Gifts

6.03. The Club Council may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. The Club Council may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, state law, and any requirements for maintaining the Corporation�s federal and state tax status.

Potential Conflicts of Interest

6.04. The Corporation shall not make any loan to a Club Council member or officer of the Corporation. A member club, Club Council member or officer of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the Bylaws, Articles of Incorporation and all applicable laws. Such a person or entity transacting business with the corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The corporation shall not borrow money from or otherwise transact business with a member club, Club Council member, or officer of the corporation unless the transaction is described fully in a legally binding instrument and is in the best interests of the corporation. The corporation shall not borrow money from or otherwise transact business with a member club, Club Council member, or officer of the corporation without full disclosure of all relevant facts and without the approval of the Club Council, not including the vote of any person having a personal interest in the transaction.

Prohibited Acts

6.05. As long as the corporation is in existence and except with the prior approval of the Club Council, no member club, Club Council member or officer of the Corporation shall:

(a)�� Do any act in violation of the Bylaws or a binding obligation of the Corporation.

(b)�� Do any act with the intention of harming the corporation or any of it�s operations.

(C)�� Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.

(d)�� Receive an improper personal benefit from the operation of the corporation.

(e)�� Use the assets of the corporation directly or indirectly, for any purpose other than carrying on the business of the Corporation.

(f)�� Wrongfully transfer or dispose of Corporate property, including intangible property such as goodwill.

(g)�� Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation�s business.

ARTICLE SEVEN

BOOKS AND RECORDS

Required Books and Records

7. 01. The corporation shall keep correct and complete books and records of � ����������� �account. The Corporation�s books and records shall include:

(a)�� A file endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including but not limited to, the Articles of Incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent or both.

(b)�� A copy of the Bylaws, and any amended versions or amendments to the Bylaws, and a copy of the Official Rulebook for the current year.

(c)�� Minutes of the proceedings of the Club Council.

(d)�� A list of the names and addresses of the member clubs, Club Council members, and officers of the Corporation.

(e)�� A financial statement shows the assets, liabilities, and net worth of the corporation at the end of the three most recent fiscal years.

(g)�� All rulings, letters and other documents relating to the corporation�s federal, state and local tax status.

(h)�� The Corporation�s federal, state and local income tax returns for each of the Corporation�s three most recent tax years.

Inspection and Copying

7.02. Any member club, Club Council member or officer may inspect and receive copies of all books and records of the corporation required to be kept by the Bylaws if such person or entity has a proper purpose related to the person�s or entity�s interest in the Corporation and if the person or entity submits a request in writing. The Club Council may establish reasonable tees for copying the Corporation�s books and records.� The requested copies of books or records shall be provided no later than ten (10) working days after the corporation�s receipt of a proper written request.

ARTICLE EIGHT

FISCAL YEAR

8.01. The fiscal year of the corporation shall begin on the first (1st) day of January and end on the last day in December, in the same� year.

ARTICLE NINE

WAIVER OF NOTICE

9.01. Any notice required or permitted by the Bylaws to be given to a member club, Club Council member or officer may be given by mail, which notice shall be deemed to be delivered when deposited in the United States mail addressed to the person or entity at his, her or it�s address as it appears on the records of the Corporation with postage prepaid. A person or entity may change his, her or it�s address by giving written notice to the Secretary of the Corporation.

Signed Waiver of Notice

9.02. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or Bylaws, a waiver in writing signed by a person or entity entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of the notice shall be effective whether signed before or after the time stated in the notice being waived.

Waiver of Notice by Attendance

9.03. The attendance of a person or representative of an entity at a meeting shall constitute a waiver of notice of the meeting unless the person or representative attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE TEN

SPECIAL PROCEDURES CONCERNING MEETINGS

Meeting By Telephone

10.01.����� The Club Council may hold a meeting by telephone conference in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference call meeting constitute presence of that person at the meeting.

Decision without Meeting

10.02.����� Any decision required or permitted to be made at a meeting of the Club Council may be made without a meeting if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the Corporation minute book and kept with the Corporation�s records.

ARTICLE ELEVEN

Amendment TO BYLAWS

11.01.����� These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Club Council. The notice of any meeting in which the Bylaws are altered, amended, or repealed or at which new Bylaws are adopted shall include the text of any existing provisions proposed to be altered, amended or repealed. Alternatively, the notice may include a fair summary of those provisions.

ARTICLE TWELVE

ADOPTION OF OFFICIAL RULES GOVERNING ENDUROS

12.01.����� The Club Council may adopt official rules governing enduros which are not in conflict with the Articles of Incorporation or Bylaws of the Corporation, which rules shall be binding on all members and participants in the circuit enduros.

ARTICLE THIRTEEN

SEAL

13.01. The Club Council may provide for a corporate seal. Such a seal would consist of two concentric circles containing the initials �T.S.C.E.C�, the word �Texas� in one circle and the word �Incorporated� together with the date of incorporation of the Corporation in the other.

Certificate of Secretary

I certify that I am the duly elected and acting Secretary of T.S.C.E.C., Inc., and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Club Council held on August, 17th, 2002

Signature

Printed Name

SECRETARY OF THE CORPORATION