ORANGE SHOW QUARTER MIDGET RACING ASSOCIATION 2008 BYLAWS   ARTICLE ONE -Principle Office The Principle office of the Orange Show Quarter Midget Racing Association ("OSQMRA") for the transaction of business for the Corporation shall be in San Bernardino, California, or at any other location designated from time to time by the Board of Directors. ARTICLE TWO -Election of Officers 1.    Those officers indicated in Article Seven of this set of bylaws shall be elected by the membership as a whole. 2.    Nominations for officers for the coming year shall be open during a membership meeting scheduled in October of each year, and shall close at the start of the election meeting in November. 3.    The Corporation Secretary shall conduct an election of officers during a membership meeting scheduled in November of each year. 4.    Vote shall be by ballot, by those members who have paid the appropriate dues and fees for the upcoming year. Members must be in attendance at the meeting in order to vote. 5.    Absentee or mail ballots shall not be used unless so decided by the membership as a whole. 6.    The President and Treasurer shall not be related, due to both of their signatures being required on OSQMRA Club checks ARTICLE THREE -Membership Meetings 1.    Membership meetings shall be held on dates as determined by the Board of Directors. At such meetings, the members shall consider reports of the affairs of the Corporation and transfer such other business as may properly be brought before the membership. 2.    All members shall be notified of the date of the membership meeting by the corporation Secretary, President, or Vice President. Such notice shall be put in the mail, or notified by email, phone, or on the club’s website a minimum of five calendar days before the scheduled said meeting. 3.    Before you can Vote at the Membership Meeting all your QMA and Club dues and fees must be paid for the upcoming year to participate in all the Voting purposes. 4.    Your Home Club must be OSQMRA to Participate in any Club Voting. ARTICLE FOUR -Special Meetings 1.    A special meeting of the Corporation, for whatever purpose, may be called by the President, or by a majority of the members of the Board of Directors. ARTICLE FIVE -Board of Directors Section 1 –Powers 1.    All Corporation powers shall be exercised by and/or under the authority of, and all business of the Corporation shall be controlled by the Board of Directors. 2.    The Board of Directors shall have the power to appoint an Executive Committee and any other committees, and to delegate to Executive Committee any of the powers and authority of the Board of Directors in the management of business affairs of the Corporation. 3.    The Executive Committee shall be composed of two or more Directors. 4.    Any other committee may, at the option of the Board of Directors, be made up of members of the Corporation who are not Directors, but each committee must include one Director in its membership. Section 2- Number of Directors 1.    The number of Directors of the Corporation shall be established at twelve. 2.    Presently elected President, Vice President, Secretary, Treasurer, Publicity and Marketing Director, Technical Director, Novice Trainer, Tower Director, Snack Bar Director and Maintenance Director shall be members of the Board of Directors. Section 3 –Term of Office 1.    The term of office for each Director shall be a two year terms as follows: Odd years are President, Secretary and Novice Trainer, and Even years are Vice President, Treasure, and Publicity and Marketing Director, from December 1st to November 30th. Section 4- Vacancies 1.    Vacancies on the Board of Directors shall be filled by the vote of the simple majority of the remaining Directors. Section 5 –Meetings 1.    Regular meeting for the Board of Directors shall be as needed, or more if deemed necessary. 2.    Special meeting of the Board of Directors, for any purpose, may be called at any time by the President, or by the Corporation secretary upon order of any two Directors of the Board. 3.    Meetings of the Board of Directors shall be open to any member of OSQMRA for observation only, except during designated open forum at the end of the meeting, but shall have no vote. 4.    If determined by a majority vote of the Board present or during a conference call at any meeting, the Board may be reconvened in Executive session with only Board Members present. ARTICLE SIX -Property and Funds. Section 1 –Ownership 1.    All equipment pertaining to, used by, donated to, or purchased by or for the Corporation, or held for the Corporation, and also supplies used in connection therewith, and all funds of the Corporation from whatever source obtained, including receipts from operation, shall be the sole and exclusive property of the Corporation and shall be used only for the improvement of property and services of the Corporation. 2.    Upon dissolution of the Corporation, all assets of the Corporation shall be distributed to another non-profit charitable organization. Section 2- Profits 1.    No profits or earnings of any kind will be distributed to the members of the Corporation, and all earnings and profits, if any, shall be used by the Corporation to improve, expand and extend its facilities and services according to the purpose as set forth in its articles of incorporation. ARTICLE SEVEN -Corporation Officers Section 1 -Directors 1.    The duties and responsibilities of the Board of Directors shall be as detailed in Article Five of these Bylaws. Section 2 - President 1.    Shall be a member of the Board of Directors, serving as Chairperson. 2.    Shall have overall responsibility for coordinating the activities of OSQMRA. 3.    Shall represent the best interest of OSQMRA, with respect to activities relating to the other quarter midget racing clubs, QMA and the public. 4.    Shall serve as a member of the Novice Committee. 5.    Shall coordinate the activities and responsibilities for the Corporation officers and directors. 6.    Shall have overall responsibilities for planning, organizing and coordinating QMA sanctioned events. Section 3 -Vice President 1.    Shall be a member of the Board of Directors, serving as Vice Chairperson. 2.    Shall assume the duties of the President in his/her absence. 3.    Shall assume the duties of the President upon resignation or removal of the President from office. 4.    Shall conduct membership meetings and Corporation business in the absence of the President. Section 4 -Secretary 1.    Shall be a member of the Board of Directors. 2.    Shall be responsible for all correspondence of OSQMRA, as directed by the President, the Board of Directors or the membership of OSQMRA. 3.    Shall record and retain minutes of meetings of the Board of Directors, special Committees or membership meetings. 4.    Shall attend all meetings of the Board of Directors. 5.    Shall inform the members of the activities of OSQMRA in a timely manner. 6.    Shall maintain membership records of OSQMRA. 7.    Shall conduct annual nomination and election of officers of OSQMRA. Section 5 -Treasurer 1.    Shall be a member of the Board of Directors. 2.    Shall be responsible for all money collected and dispersed with respect to OSQMRA. 3.    Shall provide the membership with monthly financial statements, detailing the income, expenses and financial health of the club. 4.    Shall obtain direction from the Board of Directors as to disbursement limitations. 5.    Shall prepare an annual operating budget and submit same to the Board of Directors. Section 6 -Safety Director 1.    Shall have overall responsibility to insure all racing activities are conducted in a safe manner, with respect to drivers, handlers, officials and spectators. 2.    Shall establish a procedure to insure that all cars in competition are safe and that they have been inspected to meet all safety requirements of QMA. 3.    Shall insure that sufficient quantity of fire extinguishers is available when any racing related activity is underway. 4.    Shall insure that the track, crash walls and other facilities are maintained in a safe manner. 5.    Shall insure that spectators are not allowed in areas that are not considered safe (hot chute, track runoff area, etc...). 6.    Shall serve as a member of the Novice Committee. Section 7 -Technical Director 1.    Shall be a member of the Board of Directors. 2.    Shall insure that all cars meet the technical rules of QMA. 3.    Shall be responsible for conducting engine teardowns for sanctioned events, after track records are set or whenever a protest has been filed by another car owner. 4.    Shall be responsible for car and engine inspections, for technical legality as well as safety, prior to permitting a handler to sign in before any sanctioned event. 5.    Shall insure that all cars and drivers are weighed after qualifications for any QMA sanctioned event. 6.    Shall serve as a member of the Novice Committee. Section 8 -Publicity and Marketing Director 1.    Shall be responsible for publicizing the activities of OSQMRA. 2.    Shall coordinate any open house activities. 3.    Shall have overall responsibility for any display of quarter midgets for the purpose of obtaining new members. 4.    Shall prepare flyers for advertising any OSQMRA activity in which cars from any others clubs may be expected to attend. 5.    Shall provide information to members of the news media for the purpose of promoting OSQMRA activities. Section 9 –Novice Trainer Director 1. Shall be a member of the Board of Directors. 2. Shall be responsible for Novice Training Program per the QMA Rules. Section 10 -Officer Vacancies 1.    An elected officer and/or director of OSQMRA can only be removed from a position by the majority vote of the Board of Directors and a majority vote of the members present at a regularly scheduled membership meeting. 2.    If applicable, the present elected assistant shall assume the position. 3.    Other then those positions covered in 14.2 (assistants), vacancies shall be filled by the majority vote of the Board of Directors. 4.    Prior to filling a vacancy, the Board of Directors shall inform the membership that a vacancy exists, to ensure that members know that a vacancy exists, to ensure that members know the position is available and to verify that candidates being considered are willing to assume the position. 5.    Any officer or director resigning from office shall inform the club Secretary of such a decision in writing. 6.    If Secretary resigns from office, they shall inform the club President of such decision in writing. ARTICLE EIGHT -Membership 1.    The membership of this corporation shall be open to anyone desiring to become a member that is thereof, and assist in furthering the purpose of the Corporation. No one need own a quarter midget racing car in order to become a member. 2.    The membership year shall be considered to be from the first of January to the thirty-first of December. 3.    Dues shall be determined by the Board of Directors. 4.    An associate membership shall be available for those who do not run a quarter midget car in competition or in the novice training class. 5.    An individual membership is available for the handler who will be running a quarter midget car in competition or in the novice training class. 6.    A family membership shall be available for the family who will be running a quarter midget car in competition or in the novice training class. 7.    An associate member shall have no vote in Corporation matters. 8.    An individual member shall have one vote in Corporation matters. 9.    A family membership shall have two votes in all Corporation matters. 10.On National Issues there will be one vote per family. 11.      Any action of the Board of Directors can be overruled by a simple majority of the membership as a whole of OSQMRA. 12.      Lifetime membership is an honorary membership for individuals no longer actively involved as a handler or car owner. An individual may be nominated and elected as a lifetime member at any time; however, a full membership must be maintained as long as the individual is actively involved in racing. 13.      All additional handlers must be a member of QMA. ARTICLE NINE -Amendments 1.    These bylaws can only be opened by 2/3 of the OSQMRA Board of Directors. They are opened by a specific Article(s). Following which can be amended by a vote of a simple majority of the membership attending a scheduled meeting of the membership.   This copy of the Bylaws of the Orange Show Quarter Midget Racing Association reflects the original bylaws, dated February 11, 2007.   Amber Ruston Corporation Secretary 2008