On 4-25-12 the ORA Board of Directors reviewed the organizational Bylaws and to elected Officer Positions for the 2012-2013 season.

The Bylaws are posted below with this notice that they will be approved by the board at the next meeting on 5/15/12.

Election of officer positions are: Monty Normand – President; Bryan Timmer - Vice President; Marti Miller – Secretary; Jeff Darr - Treasurer

2012 BY-LAWS OF THE OVAL RACERS ALLIANCE

ARTICLE I.

Purpose

The Oval Racer’s Alliance, Inc. is formed for the purpose of promoting the sport of snowmobile racing.

ARTICLE II

Officers

The Principle office of the Oval Racers Alliance shall be at P.O. Box4, 10885 Stinson Ave, Chisago City, MN 55013 or at such other location as be designated by the Board of Directors from time to time.

ARTICLE III

Membership

Section 1: Eligibility for Membership: Membership in the Oval Racers Alliance, Inc. is open to any individual who is interested in furthering the purposes of the association.

Section 2: Voting Rights: Each member in good standing shall be entitled one vote at all meetings of members.

ARTICLE IV

Dues

Section 1: Amount of Dues: The amount of membership dues shall be established from time to time by the Board of Directors.

Section 2: Payment of Dues: Annual dues shall be payable on or before November 15th each year at the reduced rate.  After November 15^th, rates may increase.

Section 3: Members in Good Standing: Only those members whose dues are current shall be considered Members in Good Standing.

ARTICLE V

Meetings

Section 1: Annual Meeting: The annual meeting of the members of the association shall be held in the spring after the season is complete for that year.  It shall be the duty of the Secretary to give a ten day notice of such meeting in person to each member, by mail to each member, or by email to each member, such notice to state that the meeting is the annual meeting and the time and place thereof.

Section 2: Special Meetings: Special meetings may be called by a majority of the Board of Directors, by the President, or by a quorum of the members by filing with the secretary a written request for such meeting ad stating the object thereof and the dated and the place of the meeting.  Upon the filing of such request, the Secretary shall give immediate notice of such meting to member in person or by mail or by email to each member and shall state in said notice the time, place, and purpose of holding such meeting.  Such notice shall be given at least ten days prior to the time fixed for such meeting.  If all members attend in person or by proxy, no notice shall be required, and such attendance shall constitute a waiver of notice of such meeting.

Section 3: Waiver of Notice: Notice of any annual or special meeting of the members may be waived by the signing of a written waiver of notice.

Section 4: Action by Unanimous Consent of Members: Any action required to be taken at any meeting of the members may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members entitles to vote on such action and such written consent is filed with the minutes of the meetings of members.

Section 5: Proxies: A member of the Association may vote either in person or by proxy at all members meetings.  Proxies shall be filed with the Secretary before the same may become of any effect.  No proxy shall be valid after 11 months for the date of its execution, unless a longer term is expressly provided therein.  Proxies shall set forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof.

Section 6: Quorum: A quorum shall consist of any 4 members.

Section 7: Organization: The President, or in his absence, the Vice President, or in his absence, any member chosen by the members present, shall call meetings of the members to order and shall act as chairman of such meetings.  The Secretary of the Association, or in his absence, any member appointed by the Chairman, shall act as secretary of all such meetings.

ARTICLE VI

Officers

Section 1: Election: The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer.  Said officers shall be elected by the Board of Directors. The elected officers will hold their respective office for 1 year.

Section 2: Duties: The principle duties of the officers are as follows:

(A)  The president shall preside at all meetings of the members and the board of directors.  He shall have the general supervision, direction, and the active management of the property, affairs, and business of the Association.  He shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall perform such additional duties as may be prescribed into effect.  He shall perform such additional duties as may be prescribed from time to time by the Board of Directors or by the BY-LAWS.

1. The Vice President shall discharge the duties of the President in the event of his absence or disability for any cause whatever.  He shall perform such additional duties as may be prescribed from time to time by the Board of Directors as may be prescribed from time to time by the By-Laws.
2. The Secretary shall keep a complete record of all proceedings of the Association, including such as relate to the election of its officers.  He shall also keep a record of names and addresses of all members of the Association since its organization and shall safely and systematically deep all books, records, and papers belonging to the Association or pertaining to the business thereof.  He shall attend to the giving and serving of all notices of meetings of the Board of Directors and members.  He shall in general perform all the duties which are incident to the office of Secretary, subject to the board of directors.  He shall perform such addition duties as may be prescribed from time to time by the board of directors or by the By-Laws.

(D)  The treasure shall keep account of all moneys, credits, and property of the Association which shall come into his hands and shall keep an accurate account of al moneys received and disbursed.  He shall in general perform all the duties that are incident to the office of Treasurer, subject to the board of directors.  If the board of directors shall so require, he shall give bond in such sum and with such surety as the board of directors may direct for the faithful performance of his duties and for the safe custody of the funds and property coming into his possession.  He shall perform such duties as may be prescribed from time to time by the board of directors or by the By-Laws.

Section 3: Delegation of Duties: In case of the absence or inability of any officer of the Association to act in his official capacity, the Board of Directors may delegate for the time being the duties of such officer to any other officer or to any director.

Section 4: Vacancies: Whenever any vacancy shall occur in any office the Association, a special meeting of the members shall be called for the purpose of electing an individual to fill the vacant office.  Such new officer shall hold office until the annual meeting or until his successor is dually elected and qualified.

ARTICLE VII

Board of Directors

Section 1: Number of directors: The Board of Directors shall be composed of 4 members and shall consist of President, Vice President, Secretary, and Treasurer of the Association, and such additional duty elected and qualified directors as may be necessary to complete the Board of Directors.

Section 2: Election: Such additional directors as may be necessary to complete the Board of Directors shall be elected at the elections held at the last race of the season and shall hold office for 2 years at the start of the annual meeting held in the spring after race season.

Section 3: Duties: The Board of Directors shall be responsible for the execution, through duly elected officers, of the authorized policies and purposes of the Association, including, but not limited to, establishing rules, classes, and events for the snowmobile events sanctioned by the Association.  The Board of Directors may authorize any expenditure necessary for the operation of the Association business; however, no refunds shall be disbursed for purposes nonessential to the objects and purposes of the Association.

Section 4: Vacancies: In case of any vacancy in the Board of Directors, a special meeting of the members shall be called for the purpose of electing an individual to fill the vacancy until the annual meeting or until his successor is elected and qualified.

Section 5: Qualification of Directors: All Directors must have been members of the Association on December 1^st of the previous year.

Section 6: Annual Meetings: The Annual meeting of the Board of Directors shall be held each spring and will be called by the Secretary upon direction of the President or upon the written request of any two Directors.  It shall be the duty of the Secretary to give ten days notice of such meeting in person, by email, or by mail which notice may be waived.

Section 7: Special Meetings: Special meetings of the Board of Directors shall be held whenever called by the Secretary upon direction of the President or upon the written request of any two Directors.  It shall be the duty of the Secretary to give ten days notice of such meeting in person or by email, or mail, which notice may be waived.

Section 8: Waiver of Notice: Notice of any annual or special meeting of the Board of Directors may be waived by the signing of a written waiver of notice.

Section 9: Action by Unanimous Consent of Directors: Any action required or permitted to be taken at any meeting of the Board of Directors or of any meeting thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent if filed with the minutes of proceedings of the Board of Directors or the Committee.

Section 10: Meetings by Telephone: A meeting of the Board of Directors or of any committee thereof may be held by means of a conference telephone or similar communication equipment by which all person participation in the meeting can communicate with each other.  Participating in this manner constitutes presence in person at the meeting.

Section 11: Committees of Board of Directors: The Board of Directors may, by resolution passed by a majority of the Board, designate one or more committees, each committee to consist of two or more of the directors of the association, which committee, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  The committees of the Board of Directors shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 12: Quorum: A majority of the Directors convened according to these By-Laws shall constitute a quorum for the transaction of business.

Section 13: Organization: The President, or in his absence any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall act as Chairman of such meetings, and the Secretary of the Association, or in his absence any Director appointed by the Chairman, shall act of all such meetings.

Section 14: Order of Business: The order of business at all meetings of the Board of Directors shall be as follows:

1. Roll Call
2. Reading of the minutes of the preceding meeting and the action thereon.
3. Report of officers
4. Reports of committees
5. Unfinished business
6. Miscellaneous business
7. New business

ARTICLE VIII

Removal of Directors and Officers

Section 1: Removal of Directors: Any provisions herein to the contrary notwithstanding, a majority or the members of the Association may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by written statement filed with the Secretary or, in his absence with any other officer.  Such removal shall be effective immediately even is successors are not elected simultaneously, and the vacancies on the Board of Directors resulting there from shall be filled only by the members.

Section 2: Removal of Officers: Any provisions herein to the contrary notwithstanding, a majority of the members of the Association may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by written statement filed with the Secretary or, in his absence with any other officer.  Such removal shall be effective immediately even if successors are not elected simultaneously, and the vacancies on the Board of Directors resulting there from shall be filled only by the members.

ARTICLE IX

Miscellaneous

Section 1: Procedures: Duties of Officer, directors, committee members, general members, meeting procedures, election and any other organizational business not expressly set forth in these By-Laws shall be handled in the manner proscribed by Roberts Rules of Order and Parliamentary Procedure.

Section 2: Indemnification of Officers and Directors: The Association shall have the power to indemnify any Director of Officer or Former Director of Officer of the Association against expenses actually and reasonably incurred by him in connection with the defense of action, suit, or proceeding, civil or criminal, in which he is made arty by reason of being or having been Director of Officer, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty: proved, however, that such indemnification shall not be deemed exclusive of any other right to which those indemnified may be entitled under any provision of By-Laws, resolution, or other authorization heretofore or hereafter adopted, after notice, by a majority vote of al the members at the time adoption of said By-Laws, resolution, or other authorization.

Section 3: Amendments: By-Laws may be adopted, amended, or repealed at any meeting of the members called for the purpose of adopting, amending, or repealing any By-Laws by vote of a majority of the members present at such meeting.

These By-Laws were duly adopted by the members of the Oval Racers Alliance on the __________ day of ________________, __________.

President: ______________________________________

Secretary: ______________________________________