Rough Rangers Off-Road Club, Incorporated

By-laws

Revised 02/10/08

ARTICLE I NAME

The name of this organization shall be the Rough Rangers Off-Road Club, Incorporated, hereinafter referred to as: the RRORC, RRORC.com or RRORC Inc.

ARTICLE II PURPOSE

SECTION 1. The RRORC exists solely for one purpose, for the enjoyment of its members. Through the use of the RRORC.com website and forums and social gatherings, the RRORC hopes to promote friendship and exchange knowledge between its’ members and board users. It is a place for hobbyists to interact and friends to meet.

ARTICLE III EXEMPT ORGANIZATION

No part of the net earnings of the Club shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the RRORC shall be the participation in, or intervention in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the RRORC shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income tax under Section 501(c) (7) of the Internal Revenue Code.

ARTICLE IV MEMBERSHIP

SECTION 1. Membership shall focus on, but not be limited to, the vehicles defined in Article VII.

SECTION 2. Members must be at least eighteen (18) years of age or older.

SECTION 3. Membership shall be made in two (2) classes; Regular and Associate. (*See footnote for Founding member status)

A) Regular Membership requires that the member pay a yearly due. A Regular Membership entitles the member to vote in club elections, hold any elected or appointed positions. In addition, a decal, quarterly newsletter and is eligible for any benefits/discounts established by club sponsors/promoters.

B) Associate Members are not required to pay a membership due. Associate Members do not receive the privileges mentioned in subsection (A) above that are granted to Regular Members. Those wishing to become Associate Members must first attend a trail ride/event with other RRORC members. Associate membership expires at the end of each calendar year.

C) 'Regular' Members, when mentioned in these by-laws, refers to due paying members and shall also be used to represent 'Founding' Members.

D) Founding Member status is given to members who have served as executive officers in prior years. Founding Members receive the same rights as a Regular Member.

SECTION 4. Application for membership must be made through information provided on the RRORC website annualy.

SECTION 5. Nominations for Honorary Membership may be made by any Executive Board member and require unanimous consent of the Executive Board.

SECTION 6. Race, religion, national origin, gender or political belief shall not limit membership.

SECTION 7. Members shall notify the Executive Secretary of any change of mailing address and email address.

SECTION 8. The Rough Rangers Off-Road Club may deny membership to any person for reasons that are not in violation of any local, state or federal law.

ARTICLE V CONDUCT & TERMINATION/SUSPENSION OF MEMBERSHIP

SECTION 1. Members of the RRORC shall be expected to conduct themselves in a manner that displays a positive image of the club. Conduct that is detrimental to the RRORC shall be grounds for suspension or termination of membership. Failure to abide by the bylaws and the guidelines of RRORC.com shall be cause for termination or suspension of membership.

A) Violation of the Usage guidelines for RRORC.com

SECTION 2. Membership may be terminated or suspended upon a vote of 4/4 of the Executive Board.

A) Members shall be notified by Email of their suspension or termination. The member shall be given a reasonable opportunity to be heard by the Executive Board. After hearing the member, any ruling by the Executive Board shall be final.

SECTION 3. Membership dues are non-refundable upon membership termination.

ARTICLE VI DUES

SECTION I. Persons applying for a Regular Membership shall pay a $25.00 due at the time of their application.

SECTION 2. Member dues will be due after December 1st and before February 1st of each year.

SECTION 3. All dues collected by members of the RRORC shall be sent to the Executive Secretary. The Executive Secretary shall record the information.

SECTION 4. All dues shall be paid by check, money order or credit card made payable to the 'Rough Rangers Off-Road Club'. All due amounts are in United States Currency

SECTION 5. Members whose dues are thirty (30) days past due (March 1st) shall be reclassified as a registered user and have their Regular Member privileges revoked until current dues paid.

SECTION 6. Changes in dues increases shall be brought up in January of each year for consideration.

SECTION 7. Honorary Membership shall require no dues.

ARTICLE VII VEHICLE REQUIREMENTS

SECTION 1. Membership in the RRORC shall be focused on, but not be limited to, operators of recreational vehicles.

ARTICLE VIII MEMBERS FORUM/ ELECTIONS/ VOTING

SECTION 1. Executive Board Fiscal Meeting:

The Executive Board shall meet within the first three- (3) months of their term. The Executive Board shall schedule the meeting at a time and location that is agreeable to all board members.

SECTION 2. Members Forum:

This forum has been created specifically for the members of the RRORC. It is to be used for the discussion of club business and for the interaction of the clubs members. Access will only be granted to members in good standing and the guidelines of the boards apply in this area as well. It will have specific uses throughout the year:

A) Election notices, Nominations and Candidates views will be posted in this forum.

B) Motions for consideration by the Executive board will be posted in this forum. The motion must be made by a paid member and then seconded by the same, to be carried. Once carried the issue will be addressed in the Executive forum.

C) Informational posts or queries by the Executive board that require input from the entire membership will be posted here also.

SECTION 3. Elections:

A) An election for the Executive board members shall take place Bi-annually. The election shall be held during the month of November, in the year proceeding the new terms. Voting shall begin on the 1st of the month and terminate on the 30^th.

B) Nominations shall be made by paid members in the Members forum. The nomination must be seconded by another paid member and accepted by the nominee before it becomes official.

C) The Election notices, motions and candidate opinions will be posted in the Members forum. This should be the sole forum for these posts and election related subject matter should not be posted in public forums.

D) Election results must be posted by the 10^th of December in the Members forum. All results must be disclosed and made public to the members.

E) The terms of the newly elected Executive board shall begin on January 1st of the new term year and continue for two (2) calendar years.

SECTION 4. Voting Of Members:

A) Voting - Each Regular Member shall have one vote on each and every matter submitted to a vote of the Members. Associate Members shall have no voting rights except as otherwise provided by. All actions except as otherwise provided by law or the bylaws shall be by majority of those Regular Members present and voting.

ARTICLE IX ADMINISTRATION

SECTION 1. Board Of Trustees:

A) A Board of Trustees shall manage the Rough Rangers Off-Road Club.

B) The Board of Trustees shall be known as the Executive Board and shall establish the policies of the Club. They shall oversee and direct the implementation and execution of such policies and the administration of the affairs of the Club by the Executive Board.

SECTION 2. Executive Board:

A) The Executive Board shall consist of the President, Vice President, Executive Secretary, and Internet Coordinator.

B) The Regular Members of the club shall elect the President, Vice President, Internet Coordinator, and the Executive secretary for a term of two (2) years. There shall be no limit to the number of terms they may serve.

C) Each Executive Board Member shall have one (1) vote. Executive Board Members may hold other club positions but shall only hold one Executive Board position.

D) Executive board members may hold an Area representative’s position only if there is no paid member representation in that said area, and must forfeit that position once a paid member is secured.

E) All members of the Executive Board shall be twenty-one (21) years of age or older.

SECTION 3. Area Representatives:

A) The regions of the RRORC will be broken down into (3) geographical areas (East, Central, and West) with (2) Area representatives for each

WEST:

US-A - Washington, Oregon, Idaho, and Alaska

US-B – California, Nevada, and Hawaii

US-C - Montana, North Dakota, South Dakota and Wyoming

US-D - Utah, Colorado, Arizona and New Mexico

CA-W - British Columbia, Yukon, Alberta, Saskatchewan, Manitoba and the Northwest Territory

CENTRAL:

US-E - Nebraska, Iowa, Kansas and Missouri

US-F - Oklahoma and Texas

US-G - Minnesota, Wisconsin, Illinois, Indiana and Michigan

US-H - Arkansas, Louisiana and Mississippi

EAST:

US-I - Kentucky, Virginia, Tennessee and North Carolina

US-J - Alabama, Georgia, South Carolina and Florida

US-K - Ohio, West Virginia, Pennsylvania, Maryland, New Jersey

US-L - New York, Connecticut, Massachusetts, Vermont and Maine

CA-E - Ontario and Quebec, Newfoundland/Labrador, Prince-Edward Island, Cape Breton, Nova Scotia and New Brunswick.

B) The Area Representatives shall be voted on by the Regular Members of the regions within each area. Each area shall have (2) representatives. Only Regular Members are eligable to be elected as a Regional Representative.

C) The term of office for Area Representatives shall be two (2) years. There shall be no limit to the number of terms they may serve. Any Area Representative that moves out of his/her area shall resign their position. The Executive Board shall act as Area representative to areas without representation until a Representative is elected.

D) Area Representatives will be responsible for working with both the members in their regions and the Executive board to plan events, distribute information and secure sponsorship for these events. The individual regions may act independently, but as a voice of the RRORC, to secure funds, prizes or other incentives from our sponsors for their regional events. This maybe done with the understanding that all information on particular events will be submitted to the Executive board  for final approval, as well as insuring that all club guidelines are met.

SECTION 4. Conflicts:

No officer may participate in, or attempt to influence any decision by the club affecting his/her own personal business interests, or otherwise use his or her official position for personal gain. All of the elected officials are answerable to the membership and their sole purpose is to serve the best interests of that group!

ARTICLE X POWERS & DUTIES OF CLUB OFFICERS

SECTION 1. President - The President's role on the Executive Board will be to guide the board by setting an example for the membership and participating in events of the RRORC. It shall be his/her duty to carry on all correspondence that should come to his/her attention and to maintain contact with the Executive Board and the Members.

SECTION 2. Vice President - he/she shall take the place of the President in his/her absence. He/she shall perform all duties incident to the office of Vice President and such other duties assigned by the President. He/she shall maintain contact with the Executive Board.. It shall be his/her duty to carry on all correspondence that should come to his/her attention.

SECTION 3. Executive Secretary - he/she shall maintain records of membership. The Executive Secretary shall notify any members who are sixty (30) days past due on their membership dues. He/she shall notify the member by email that their member classification is being downgraded to an 'Associate Member' class. Any information received from trail ride/event meetings shall be forwarded to the appropriate member of the Executive Board. He/she shall perform all duties incident to the office of Executive Secretary and such other duties assigned by the Executive Board. He/she shall maintain contact with the Executive Board. He/she shall maintain the club PO box and oversee the incoming mail for the organization. A filing system to track membership information and club records must be in place and constantly updated. The Executive secretary will insure that the business of the club is handled properly and in a legal manner. It shall be his/her duty to carry on all correspondence that should come to his/her attention. The Secretary must maintain the financial records of the RRORC, in accordance with all applicable State and Federal laws.

SECTION 4. Internet Coordinator - he/she shall be in charge of the clubs website and it's development. He/she shall moderate the websites activities and insure the constant upgrading of the site. This includes the moderation and upkeep of the RRORC Forums.

SECTION 5. Area Representatives - he/she shall be the voice for the members in their area. Representatives will be responsible for working with both the members in their region and the Executive board to plan events, distribute information and secure sponsorship for these events. The individual regions may act independently, but as a voice of the RRORC, to secure funds, prizes or other incentives from our sponsors for their regional events. This maybe done with the understanding that all information on particular events will be submitted to a member of the Executive board for final approval, as well as insuring that all club guidelines are met.

SECTION 6. Moderator - The Internet Coordinator may appoint Moderators to moderate the clubs on-line message boards. He/she shall have the authority to move posts, assist members with their posts, and shall notify the IC or a member of the Executive board of any issues of conflict or any complaints posted on the clubs on-line boards. The guidelines for these positions are listed on the main RRORC.com page and failure to follow these guidelines will result in a forfeiture of the position. Moderators will be paid members, unless approved by the Executive board.

ARTICLE XII INTERNET

SECTION 1. The RRORC Inc. shall conduct all of it's communications through the RRORC website at www.rrorc.com. It is the member’s responsibility to stay informed with club activities through the RRORC website.

SECTION 2. The use of the RRORC website shall be in compliance with the board rules/guidelines outlined at

http://www.rrorc.com/docs/boardrules.html. Misuse of the VB boards may result in suspension from the board.

SECTION 3. Only RRORC.com shall be used to represent the RRORC.

SECTION 4. Sending Spam through rrorc.com email is prohibited. Commercial advertisements must be pre-approved by the Executive board.

ARTICLE XIII RECALL

Only a majority vote of the voting population of RRORC may enforce the removal of an officer of the Executive Board, on grounds of detrimental conduct to the office.

ARTICLE XIV AMENDMENTS

Any member of the Executive Board may propose a change in the by-laws. A 4/4 vote of the Executive Board shall be required to make a change. A notice of any by-law change shall be posted in the Members Forum. Changes in the by-laws shall be effective immediately upon passage.

ARTICLE XV DISSOLUTION & LIABILITY

In the event of dissolution of the RRORC Inc, all assets not required by law to be distributable among the members in good standing at the time of dissolution shall be distributed in a manner voted upon by the remaining Regular Members of the RRORC. The Statutory Agent listed on the current Incorporation Charter has final say in all matters concerning the continued use of RRORC Inc. in the event of a dissolution.