WEBSTER RIDGE RUNNERS INC. BYLAWS

ARTICLE I NAME

The name of this club shall be the Webster Ridge Runners Inc.

ARTICLE II OBJECTIVES

A:†††† Organize and improve snowmobiling in our area.

B:†††† Encourage the safe and legal use of snowmobiles.

C:†††† Encourage family participation in snowmobiling

D:†††† Plan, construct and maintain a formal trail system in our area.

E:†††† Encourage cooperation with public officials and landowners in order to achieve benefits for snowmobilers.

F:†††† Show appreciation to area landowners for allowing trail permission through their property.

ARTICLE III EMBLEM

The emblem shall be in the form of a circle in which the symbol of the snowmobile is superimposed on a route 104 sign.

ARTICLE IV POLICY

This club shall be non-sectarian, non-partisan and non-profit.

ARTICLE V MEMBERSHIP

Section 1.Membership in this club shall be open and available to any and all individuals irrespective of race, color, sex, creed or national origin.

Section 2.Memberships and members are defined as follows:

A:†††† A Single Membership shall consist of one person 18 years of age or older.

B:†††† A Family Membership shall consist of one or two persons 18 years of age or older, residing at the same address, and any of their children or siblings up to the age of 21 years, listed on the membership application.

C:†††† A member is each person within a membership.

D:†††† A Voting Member is each person 18 years of age or older within a membership. Each voting member has one vote. Only voting members may hold elected offices or be appointed to head committees.

E:†††† An Honorary Membership may be presented in recognition of a person's contribution to the betterment of snowmobiling or the club. This presentation must be awarded for a stated period of time by a 2/3 vote of voting members present at the first business meeting after name has been posted for such consideration in he club newsletter. Such membership means that no dues are paid by this membership. All other obligations and privileges still apply.

F:†††† A student membership exists in compliance with the following requirements:

a.†††† A student member is one person under the age of 18.

b.†††† A WRR member in good standing must sponsor a student member.

c.††††† A student member must have written permission of parent or guardian on file with the WRR Membership Chairperson.

d.†††† A student member must be in compliance with all New York State Snowmobile regulations.

Section 3. Membership shall require certain obligations:

A:†††† Dues must be paid by the stipulated date to maintain membership.

B:†††† Each snowmobile must be registered and insured to operate in compliance with New York State Snowmobile Rules and Regulations.

C:†††† Valid club snowmobile stickers issued only to snowmobiles complying with New York State Environmental Conservation Law, must be displayed on hood or windshield of member's snowmobile when using club trail system.

D:†††† Members should encourage other snowmobilers in the area to join the club to meet and support the club's objectives.

Section 4.Membership shall entitle the individuals to all benefits and privileges of the club, provided members therein have met stated obligations.

BENEFITS AND PRIVILEGES ARE:

A:†††† Right to receive bulletins or publications of the club.

B:†††† Right to participate in all club activities.

C:†††† Right to attend and participate in all club meetings.

D.†††† Right to vote in all club elections and on club matters, when eligible as defined in this Article, Section 2-D.

E:†††† Right to hold office in the club, when eligible as defined in the Article, Section 2-D, and when duly elected as defined in Article X.

F:†††† Right to wear club patch or use club decal.

G:†††† Right to receive official club snowmobile sticker.

H:†††† Right to use snowmobile on official club trail system.

Section 5.Any member, who through his/her actions violated the stated objectives or the bylaws of this club, is subject to his/her membership termination. Any membersí termination will need the consent of a 2/3 vote of voting members present at the first business meeting after name has been posted for such consideration in the club newsletter.

ARTICLE VI FISCAL RESPONSIBILITY AND DUES

Section 1.The fiscal year shall commence on June lst and shall end on May 31st.

Section 2.Dues are payable upon acceptance to membership and thereafter annually by the November meeting.

Section 3.The annual dues shall be determined by the board of Directors and published in the September newsletter.

Section 4.Any membership-renewal dues not paid by December lst shall result in that membership being removed from the club roster.

Section 5.The Board of Directors shall audit the treasurer's records within 10 days of the February meeting and report its results at the March meeting.

ARTICLE VII MEETINGS

Section 1.Business meetings shall be held monthly, October through March, on the 1st Wednesday of the month unless otherwise ordered by the executive board.

Section 2.A quorum at any business meeting shall be one tenth of the voting members of the roster at the time of said meeting.

Section 3.Special meetings may be called by the president or any 5 voting members, provided all members are notified in writing of time, place and purpose of meeting.

Section 4.The rules contained in Robert's Rules of order shall govern the club in all cases to which they are applicable, and in which they are not inconsistent with the bylaws of this club.

ARTICLE VIII BOARD OF DIRECTORS

Section 1.The Board of Directors shall have general charge and management of the affairs, funds and property of the corporation. They shall have full power and it shall be their duty to carry out the purposes of the corporation according to its Certificate of Incorporation and bylaws.

Section 2.The Board of Directors shall consist of three (3) members. The term of office for the elected members of the Board of Directors shall be three years. No board member may serve more than two consecutive terms. Approximately one third (1/3) of the board membership shall be elected to the board annually.

Section 3.The President shall be an ex-officio voting member of the Board of Directors.

Section 4.The Board of Directors shall elect a Chairman by a majority vote, to serve for one year. The President may not be the Chairman of the Board.

Section 5.The Board of Directors shall establish Rules and Regulations for the operation of the Corporation and Corporation's property, subject to approval by majority vote of the general membership.

Section 6.Should any member of the Board of Directors be absent unreasonably from three consecutive meetings of the Board without sending a communication to the Secretary stating his/her reason for so doing, or if his/her excuse should not be accepted by the members of the Board, his/her seat on the Board may be declared vacant by the Board and the member so notified.

Section 7.Whenever any vacancy occurs in the Board of Directors it shall be filled by a majority vote, by ballot, of the remaining members of the Board at the next Board meeting, subject to the approval of the membership at the next membership meeting. The person chosen shall hold office for the balance of the unexpired term, or until his/her successor has been chosen at a meeting of the members.

Section 8.The Board of Directors may establish, modify or abolish offices as deemed necessary, and is responsible for writing the descriptions of each office, which will appear in the Secretary's records.

Section 9.Meetings of the Board of Directors shall be called by the chairman of the Board on his/her own initiative whenever in his/her judgment it may be deemed necessary or by the Secretary upon request of any two members of the Board of Directors. The Board of Directors shall be required to hold at least four meetings per year. Five days notice of regular meeting of the Board shall be given to all Directors and shall be deemed sufficient notice of such meetings. A majority of the Board of Directors shall constitute a quorum.

Section 10. ††††††† The Board of Directors shall act as Nominating Committee, whose duties it shall be to nominate candidates for office.

ARTICLE IX EXECUTIVE BOARD

Section 1.The Executive Board shall consist of the elected officers, namely President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer, plus those in the appointed positions of Trail Coordinator, Membership Coordinator and Public Relations Director.

Section 2.The Executive Board shall meet on call by the President or by any 2 members of the board.

A:†††† At an Executive Board meeting, there should be two representatives from the membership at large. These representatives should be different for each meeting during a fiscal year.

B:†††† Members at large can request to be heard by the board when they give adequate notice of at least two weeks.

Section 3.A standard quorum of a majority of board members is needed to conduct business, unless otherwise stated in these bylaws. Each member of the board has one vote at their meetings. Representatives from the membership do not vote but are encouraged to join in discussions and offer opinions.

Section 4.Appointments and releases of standing and special committee chairpersons made by the president are subject to approval by a majority vote of the entire executive board.

ARTICLE X TERMS OF OFFICERS

The term of office for the elected officers of the Corporation shall be one (1) year commencing on the first of the month following their election. No officer shall hold the same office for more than five (5) consecutive terms unless approved by the Board of Directors. A majority vote of all members present or by proxy will be necessary to remove an officer from office at a membership meeting called for that purpose.

The Board of Directors shall fill a vacancy in any office without undue delay at a meeting of the Board of Directors.

ARTICLE XI DUTIES OF OFFICERS AND OTHER EXECUTIVE BOARD MEMBERS

Section 1. President shall:

A:†††† Preside at all meetings of the club.

B:†††† Be responsible for all the day-to-day operations of the club.

C:†††† Direct the officers in the performance of the duties of their office.

D:†††† Appoint committee chairmen.

E:†††† Prepare a proposed budget for each fiscal year and present this to the membership by the October meeting.

BOARD OF DIRECTORS

Section 8.The Board of Directors may establish, modify or abolish offices as deemed necessary, and is responsible for writing the descriptions of each office, which will appear in the Secretary's records.

Section 9.Meetings of the Board of Directors shall be called by the chairman of the Board on his/her own initiative whenever in his/her judgment it may be deemed necessary or by the Secretary upon request of any two members of the Board of Directors. The Board of Directors shall be required to hold at least four meetings per year. Five days notice of regular meeting of the Board shall be given to all Directors and shall be deemed sufficient notice of such meetings.

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

Section 10. ††††††† The Board of Directors shall act as Nominating Committee, whose duties it shall be to nominate candidates for office.

EXECUTIVE BOARD

Section 1.The Executive Board shall consist of the elected officers, namely President, Vice President, Recording Secretary, corresponding Secretary and Treasurer, plus those in the appointed positions of Trail Coordinator, Membership Coordinator and Public Relations Director.

Section 2.The Executive Board shall meet on call by the President or by any 2 members of the board.

A:†††† At an Executive Board meeting, there should be two representatives from the membership at large. These representatives should be different for each meeting during a fiscal year.

B:†††† Members at large can request to be heard by the board when they give adequate notice of at least two weeks.

Section 1. President shall: (Cont'd)

F:†††† Make sure that all-pertinent information from the county, state and national organizations comes to the attention of the club.

G:†††† Be an ex-officio voting member of the Board of Directors.

Section 2. Vice President shall:

A:†††† Perform the duties of the president in the absence of the president.

B:†††† Make sure committee or activity chairpersons get event information files from previous years to aid in planning and organization.

C:†††† Make sure committee or activity chairpersons fill out proper report form for their function or event; take responsibility to see that this report is turned in at conclusion of function or event and given to the recording secretary to file.

D:†††† Run all 50/50 raffles held at meetings or events as determined by the executive board.

Section 3. Recording Secretary shall:

A:†††† Be responsible for maintaining an accurate record of all regular and special meetings of the membership.

B:†††† Maintain list of committees, both standing and special, giving names of members serving on each.

C:†††† Keep a permanent file of the report forms filled out by committee or activity chairpersons.

D:†††† Maintain a description of the duties and powers of each of the Officers as a permanent record.

E:†††† Make sure any amendments to the bylaws are immediately entered on the official copy, with a reference to the date of the minutes where this action of the club is recorded.

Section 4. Corresponding Secretary shall:

A:†††† Conduct the correspondence of the club in respect to business matters except those coming under the jurisdiction of the Trail Committee or the Director of Public Relations.

B:†††† Preserve all correspondence of value to the club and its officers in a permanent file.

C:†††† Write and distribute a monthly newsletter, August through April, to each membership. This newsletter must contain, but is not limited to: treasurer's report; membership report;

information as to date, time, place and contact person for month's events; important actions or votes taken or to be taken at business meetings; trail committee report and information; pertinent information from county or state organizations or other clubs.

D:†††† Keep a permanent file of all newsletters.

Section 5. Treasurer shall:

A:†††† Be responsible for keeping proper and accurate records of club funds.

B:†††† Give a statement of finances at each meeting.

C:†††† Pay all bills upon authorization of the president and/or the executive board.

D:†††† Review member purchases in the club's name and disburse all moneys as the club may direct.

E:†††† Keep in a permanent file an itemized record of all receipts and expenditures.

Section 6. Trail Coordinator shall function as outlined.

Section 7. Membership Coordinator shall:

A:†††† Be appointed by the president with the approval of a majority of the entire executive board to serve for two years.

B:†††† Collect dues from membership, giving a proper receipt.

C:†††† Turn over all collected moneys to the treasurer, giving an accurate record to the treasurer and keeping a duplicate, signed by the treasurer as receiving such money.

D:†††† Keep a permanent file of application forms with pertinent information needed for functioning of club's business and to meet its objectives.

E:†††† Annually issue club snowmobile stickers, dated for that year. One is given for each snowmobile, within a membership, which complies with New York State Environmental Conservation Law in accord with club policy. Keep records of such compliance and issuance.

Section 8. Public Relations Director shall: A:†† Be appointed by the president with the approval of a majority of the entire executive board to serve for two years. B:††††††† Responsible for all publicity and correspondence relative to club activities and schedules. C:††††† Submit copies of all reports and correspondence to the executive board.

ARTICLE XII NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee

A:†††† The Board of Directors-will act as Nominating Committee whose duty it shall be to nominate candidates for office.

B:†††† At the February meeting, the Board of Directors shall present a slate of two nominees for each of f ice. They must be chosen from voting members. The consent of all nominees to serve shall be secured before names are proposed. Additional nominations from the floor can be accepted at this meeting.

C:†††† The Board of Directors shall then compile a final ballot.

Section 2. Elections

A:†††† Elections shall be held at the last business meeting of the year.

B:†††† Each eligible voting member is entitled to one ballot. Appropriate number of ballots shall be mailed to each membership with the March Newsletter. These are to be brought to the election meeting or returned to the PO Box by the day prior to the election meeting. If returned by mail, the ballot must be signed to be legal for purposes of an orderly accounting of votes; the committee shall maintain confidentiality. I f a voting member forgets to bring his/her ballot to the election meeting; a new ballot may be requested from the Board of Directors.

C:†††† The Board of Directors shall be in charge of running the election procedure. At a designated time during the meeting, ballots will be turned in to the Board of Directors who will confirm eligibility and then tally the vote. The chairperson reports these results to the president who will then announce results.

The Board of Directors keeps ballots only until the election is declared official and no challenges made or recounts called for.

ARTICLE XIII TRAIL COMMITTEE

Since the committee is vital to achieve the stated objectives of this club, the following guidelines are put down.

Section 1.The Trail Coordinator shall be appointed by the president with the approval of a majority of the entire executive board to serve for one year. Coordinator must have a minimum of one year's experience as a member of the trail committee within the past two years, before being eligible for this position.

Section 2.The committee must consist of the coordinator and at least four other members. These committee members are chosen from volunteers from the voting membership at the discretion of the coordinator, with-the majority approval of the executive board.

Section 3.The goals and projects of this committee are state in a complete outline initiated by the coordinator and approved annually by the executive board. Basics are:

A:†††† Submit a trail budget.

B:†††† Determine an exact trail system available for each snowmobile season.

C:†††† Gain or renew permission from landowners for use of land that this trail is to pass through.

D:†††† Keep a continuing landowner record of information gathered each year on each parcel or block of land used.

E:†††† Take responsibility for organizing necessary trail maintenance work.

F:†††† Take responsibility for organizing method, and carrying out work, of necessary trail marking.

G:†††† Make volunteer forms available to all club members so they can indicate areas of trail work with which they may choose to assist.

H:†††† Provide dated general trail maps, showing official trail for the season, for club members.

I:††††† Maintain a Land ownership map and a Trail Marker and Maintenance Map for use by the committee and for display.

J:††††† Maintain correspondence and communication with landowners during the season and recommend form of appreciation to be given them by the club at riding season's end.

K:†††† Within 30 days of last club meeting of the year, mail all eligible landowners a letter of appreciation which offers trail closed signs and included a response questionnaire for committee records. Any form of appreciation in addition to the letter, which the club decides to give landowners, should be arranged for and included in this mailing.

ARTICLE XIV AMENDMENTS

Section 1.Amendments to these bylaws may be proposed- by the Board of Directors, Executive Board or by a 2/3 vote of voting members present at a business meeting.

Section 2.These bylaws may be amended, repealed, or altered in whole or in part by a two-thirds (2_/3) vote of the regular members in attendance at any membership meeting. The proposed change shall be mailed to the last recorded address of each member at least five (5) days before the meeting, which is to consider the change.

Section 3.The said amendment shall become part of the bylaws at the moment of passage. It shall be recorded as outlined.

ARTICLE X INDEMNIFICATION

Refers to the indemnification of the Directors and Officers of the Corporation on behalf of the corporation. The complete details of this indemnification shall be kept on file with the Secretary and copies shall be available upon written request of any individual member.