BYLAWS OF
NORTHERN CALIFORNIA TRACK ASSOCIATION, INC.
(A CALIFORNIA NON-PROFIT MUTUAL BENEFITS CORPORATION)

I  PURPOSE

II Offices                                               

          2.01 Principal Office

          2.02 Other Offices

III Membership

          3.01 Membership Eligibility

          3.02 Membership Requirements

          3.03 Membership Privileges

          3.04 Membership Responsibilities

          3.05 Maintenance of Membership

          3.06 Meetings of Members

          3.07 Transferability of Membership

          3.08 Resignation of Membership

          3.09 Termination of Membership

IV  DIRECTORS

V OFFICERS

          5.01 Number of Officers

          5.02 Qualification, Election, Term of Office

          5.03 Subordinate Officers

          5.04 Removal and Resignation

          5.05 Vacancies

          5.06  Duties of President

          5.07 Duties of Vice-President

          5.08 Duties of Secretary

          5.09 Duties of Treasurer

          5.10 Compensation

VI COMMITTEES 

VII FISCAL YEAR

           7.01 Fiscal Year of Corporation

VIII AMENDMENT OF BYLAWS 

 8.01 Amendment of Bylaws

IX AMENDMENT TO ARTICLES

9.01 Amendments to Board of Directors
9.02 Certain Amendments

X PROBATION OF SHARING PROFITS

10.01 Probation Against Sharing ofProfits and Assets

ARTICLE I PURPOSE

1.01 ORGANIZATION. This corporation is a Non-Profit Mutual Benefit Corporation and is not organized for the private gain of any person. It is organized under the California Non-Profit Mutual Benefit Corporation law. The general purpose of this Corporation includes engaging in any lawful act or activity for which a corporation may be organized under such law.

1.02 PURPOSE The specific purpose of this corporation is to foster amateur competition for kart owners, drivers and their family members.

A. By establishing rules and regulations governing the activities of its membership clubs;

B. To promote alliance and a sense of pride among its members;

C. To establish guidelines and provide for improvements to membership tracks/racing facilities;

D. To assist in the organization of new membership clubs;

E. To establish a point system by which awards at the end of the racing season are to be given to  participants.  Those awards shall include, but are not limited, a “Nor-Cal” championship jacket for first place and plaques for second through fifth place in each class pursuant to the class structure accepted by the Nor Cal Board at each annual meeting;

F.  To coordinate or assist the International Kart Federation’s designated coordinator, in the scheduling of all championship Kart racing events for each race season.

G.  To provide qualified individuals as track and post tech personnel at each championship event;

H.  To furnish/loan time clocks, radio communication equipment, flags and other necessary equipment, for those tracks who do not have their own;

I.  To provide copies ofNOR-CAL competition rules to each member track;

J.  To provide any and all necessary committees for ensuring compliance with all  competition and safety rules at each members club’s I.K.F. Championship Event.

1.03     Compliance With Internal Revenue Code. This corporation, organized exclusively for non-profit purposes within the meaning of section 501 (c)(7); and it’s California counterpart, Revenue and Code Section 23701h. Notwithstanding any other provisions of these Bylaws, this corporation shall not, accept to an insubstantial degree, engage in any activities or exercises any powers that are not in furtherance of the purposes of this corporation. The corporation 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 of 1986 or the corresponding provisions ofany future United States internal revenue law.

ARTICLE II. OFFICES

2.01     Principal Office. This corporation shall maintain it’s principal office in the state of California.

2.02     Other Offices. This corporation may also have offices in such other places, within the state of California, where it is qualified to do business, as its business may require and as the Board of Directors, may, from time to time, designate.

ARTICLE ILL MEMBERSHIP

3.01     MEMBERSHIP ELIGIBILITY. Any kart club, whose membership total is in excess often (10) members, and/or whose racing facilities have been sanctioned by I.K.F. to hold LK.F. Championship Races in Region I 1.

3.02     MEMBERSHIP REQUIREMENTS. Any prospective membership club may be proposed by any member of the Board of Directors of this corporation then being a member in good standing by the name, address, bylaws and a declaration by its officers of having received read and agreed to abide by these bylaws The applicant member club may be proposed at any meeting ofthe members ofNOR-CAL for approval. Such approval may not be unreasonably withheld. Upon approval, the prospective member club shall be entitled to join and enjoy any and all membership privileges except as otherwise provided in these Bylaws.

a. Each membership club shall be entitled to have up to two (2) representatives present at each annual meeting of the membership.

b. The privilege of enjoying and becoming involved in all activities of the corporation shall rest with all members ofthe member club.

c. At the end of each racing season, during the annual meeting of the membership, any member club may become entitled to hold a Directors position and be entitled to hold office and vote, upon the affirmative vote of the existing Board of Directors. The member club must have held one (I) LK.F. NOR-CAL Championship Race during the racing season that ended, and the directors shall take into consideration the performance of that race.

d. Each membership shall be entitled to one vote, whether or not there is more than one representative appointed by the member club and may vote by act or proxy. All proxies shall state the general nature of the matter to be voted on and, when the person specifies a choice with respect to any such matter, the vote shall be cash in accordance there within. If no choice is specified, then the proxy shall state which member is to hold the proxy and vote the proxy when the matter stated is voted upon. Any voting proxy shall be submitted to the Secretary ofthe Corporation at or before the taking of any vote.

e. The membership’s power to vote shall include, but not be limited to, vote for election ofthe directors, for sale or transfer of substantial amounts of the corporation’s assets, for expenditures in excess of twenty-five percent (25%) of available finds, to merge or dissolve the corporation, to amend the Articles or Bylaws. No Article or Bylaw shall be effective amending this provision of the Bylaws.

3.04  MEMBERSHIP RESPONSIBILITIES.

a. Each member club’s representative and members shall conduct themselves so as not to bring undue criticism on the NOR-CAL organization and its stated purpose.

b. Each member club shall be required to participate in the organization and implementation of all activities whenever they are called upon to do so within reasonable expectations and abilities by the board or other members.

c. Each member club shall be required to support and promote the purpose of this corporation, and to inform their club membership of all activities, rules, scheduled events and any all other such matters that may be considered pertinent to members regarding.

d. Each member club’s elected or appointed representatives shall be required to attend the annual meeting of the members of this corporation. Failure to attend this meeting may be grounds for termination of membership.

e. Each member club is required to submit payment of all monies due this corporation within 60 days. Failure to do so may be grounds for termination of membership or assessment of late charges as designated by a vote ofthe membership in a meeting of the members.

f. Each member club is required to submit a legible copy of its current membership complete with appropriate addresses to the corporation’s secretary on or before January 10th of each year. Failure to provide this information in a timely manner shall be grounds for termination of membership.

3.05  MAINTENANCE OF MEMBERSHIP.

a. Members may be removed from the membership role, or suspended from membership for any period of time, for failure to abide by these Bylaws or for conduct dramatically inconsistent with its stated purpose and subsequent amendments, by a majority vote ofthe members at a meeting duly called, upon notice to all members of the contemplated action and reasons therefore. Expulsion or suspension shall be considered in good faith and in fair and reasonable manner by members of the Board remembering the purpose for our organization.

b. Failure to fill or comply with the requirements and responsibilities for membership status over a continuous 60 day period shall result in forfeiture of membership status, only after the members has been duly noticed by the Board of its requirement deficiency.

C. Forfeiture or suspension or expulsion of the member shall result in the club being transferred to the status of applicant and as an applicant must go through all the steps necessary to any new member club to regain membership status.

3.06 MEETINGS OF THE MEMBERS. Meetings of the members shall be held on the Saturday of a two (2) day I.K.F. race. Meetings may also be held at various locations and at various times and days as the Board of Directors may designate with notice to all Boards Members, Officers and Committee Chairmen.

a. ANNUAL MEETING. An annual meeting, of the members shall be held each November for the purpose of nominating directors and officers of the Corporation. Any member representative receiving two (2) or more written nominations, and after the nominee has agreed to run, shall be placed on a written ballot. All ballots                                   shall be handed to the President, or any election committee he so designates, and counted, and then turned over to the secretary for recording into the minutes of the meetings.

b. REGULAR MEETINGS. In addition to the annual meeting, meetings of the members shall be held at such appointed time and place as determined for the purpose of considering reports and affairs of the corporation and the transaction of such and other business as may be properly brought before the meeting.

Directors, or by no less than a quorum of the members.

d. NOTICE OF MEETINGS. Notice of meetings shall be delivered personally to each member or sent to each member via U.S. Mail, properly addressed as shown on the records of the corporation, postmarked a minimum often (10) days prior to such meetings. Special meetings may be noticed via telephone by the president so long as a waiver of notice is obtained.

e. CONTENT OF NOTICE. Notice shall state place, date and time of meeting, general nature of business to be addressed and specific matters, which the Board intends to present for action. This notice shall also include topics of general discussion brought to the attention of the Board by members giving notice to the Secretary at least fourteen (14) days prior to the meeting, whenever possible.

f. NOTICE OF SPECIAL MEETING CALLED BY MEMBERS. If a special meeting is called by members as authorized by these Bylaws, the request shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or via registered mail to the president, vice- president, or secretary of the corporation The officer receiving such request shall promptly cause notice to the membership stating date, time and place of meeting. Meeting not to be in excess of twenty-one (21) days from receipt of request.

g. Special Notice Rules For Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the nature ofthe proposal is stated specifically in the notice ofthe meeting.

1.  Removal of Directors

2. Filling vacancies of Board or Directors (not including Officers, which vacancies shall be filled by appointment by the President

3. Sale or transfer or substantial assets or the corporation.

4. Removal of any membership by the Board.

5. Expenditures in excess of $2,000.00.

6. Amendments to Bylaws or Articles.

7. Merger, winding up or dissolution of the corporation.

3.07 Transferability of Membership. Membership is not transferable or assignable.

3.08 Resignation of Membership. Any member may resign by a letter addressed to the Board of Directors; such resignation shall also be accompanied by the written consent of the Board of Directors and Officers of the member club, and shall become effective upon receipt thereof.

3.09 Termination of Membership. Any member club whose membership in the corporation shall have been duly terminated or suspended shall be in writing and the consistent with these Bylaws and California. Such written notice shall be mailed or given in any manner to effectuate actual notice to the member club; must be signed and mailed to each officer and director of this corporation. Any termination of membership is indeed very serious and any terminated membership shall be afforded the opportunity to be heard by the Board of Directors upon written request ofthe terminated member clubs officers.

ARTICLE IV. DIRECTORS

4.01 Number of Directors. The board of Directors shall consist of one elected or appointed representative of each member club in good standing, and the four executive officers of this Corporation.

4.02 General Power. Subject to any limitation in the Articles of Incorporation, these Bylaws, or the General Corporation laws of the State of California, all corporate powers shall be exercised by or under the authority of, and all business and affairs of the membership shall be managed by the Board of Directors.

4.03 Terms of Office. The term of office of each Director shall be one year, and/or until a successor is nominated, elected or appointed, qualified and installed. The term of office of each Director Shall commence upon installation at the first regular meeting following the election of Directors, or the annual meeting, or the beginning ofthe Fiscal Year, pursuant to these Bylaws.

4.04 Eligibility and Election. The Board of Directors shall be installed annually by the members at the annual meeting in accordance with the provisions set for in Section 3.02 of these Bylaws.

4.05 Compensation. Directors shall serve without compensation, except that they shall be entitled and allowed payment of reimbursement of direct expenses incurred for the Corporation, such expenses shall be approved by the Board at the Board Meetings and shall be presented for approval by the Director incurring the expense at the next regular, annual or special meeting of the Board of Directors.

importance to the stated purposes ofthis corporation with the utmost ofcare and consideration in consideration of the preservation ofparticipants and their families in our sport.

4.07  Restrictions Regarding Interested Directors. There shall be no restriction regarding interested directors~ It is the intent ofthis section to state that those involved in the business ofkarting arejust as important to its purposes as each individual participant. Historically, there has been no problem ofthis nature than couldn’t be handled by the Board or Officers ofthe prior unincorporated association, therefore this Corporation welcomes any and all input from anyone regardless of special interests.

4.08 Meetings of the Board. This section shall be in compliance with the same specifications outlined in Section 3.06 Meetings ofMembers as stated hereinabove.

4.09  Quorum for Meetings. Fifty percent (50%) plus one of each of the Directors as specified in 4.0! above shall constitute a Quorum for the purpose of conducting the business of the Corporation. If less than a quorum are present, there shall be no matter voted these Bylaws, except that if less than a quorum be present, then those present may adjourn the meeting. If a quorum is present, there shall be no limit on business that may be acted upon, pursuant to the limitations of these Bylaws alone.

4.10 Majority Action As Board Action. On matters properly noticed or presented before the members present at a meeting where a Quorum is present, a majority vote ofthose members present is required for action. Such action shall be construed to be an action by the entire Board of Directors.

4.11  Conduct of Meetings. The President shall reside over all meetings ofthe Board ofDirectors and the Membership. The President may appoint an interim Secretary for the purpose of recording the minutes of any meeting ofthe Board and the Membership ifthe Secretary ofthe Corporation is not in attendance at any such meetings. “Robert ‘s Rules of Parliamentary Order” shall be a guideline for the conduct and allowance procedure ofany such meeting ifneed be.

4.12 Vacancies. Vacancies ofthe Board of Directors shall be filled by the affirmative vote of the membership at a meeting duly called, where a quorum is presents by the Board ofDirectors as described in Section 4.01 of these Bylaws, and pursuant to any restrictions elsewhere in these Bylaws.

4.13 Non-Liability of Directors. The corporation shall not hold any Director liable for any action pursuant to their duties and responsibilities as performed in good faith and furtherance ofthe stated purposes ofthis Corporation 

4.14 Indemnification of Corporation of Directors, Officers, Employees and Other Agents. The corporation shall and does hereby hold harmless any individual whose act is in good faith and furtherance ofthe stated purposes of this corporation, whether they be a Director, Officer, Employee or other designated agent for the Corporation.

ARTICLE V. OFFICERS

5.01   Number of Officers. There shall be four officers of the Corporation consisting ofa President, Vice President, Secretary, and ChiefFinancial Officer ofthis Corporation.

5.02   Qualification, Election, Term of Office. The officers as stated in Section 5.01 above shall be nominated, placed on a written ballot and duly elected at each Annual Meeting of the Membership. Such officers shall commence their duties and take their position immediately following the voting for such officers at the Annual Meeting. Each Officer shall serve for the term of One Year or until their successor is nominated, qualified, elected and installed.

5.03 Subordinate Officers. The Board of Directors shall have the authority to appoint any such subordinate officers as may from time to time be necessary for the conduct of the business of the corporation. Any such officer shall be subordinate to the officers stated in Section 5.01 above, and shall also be limited to the terms set forth in this Article V of these Bylaws.

5.04   Removal and Resignation. Any Officer shall be allowed to resign his/her position, such resignation becoming effective upon receipt of written resignation by at least four members of the Board of Directors in the case of the President or Vice President or receipt by the President of the Corporation in the case of the Secretary or Chief Financial Officer Removal of any officer must be by the affirmative vote ofthe Board of Directors upon a meeting duly called whereby a quorum is present; and shall be pursuant to the terms and limitations as outlined in this Section or in accordance with any other provisions of these Bylaws. The President shall have the authority, with approval of the Directors, to appoint any person to the removed or resigned Office 

5.05 Vacancies. Any vacancies in Office shall be filled in compliance with Section 5.04 above

5.06 Duties of the President. The President shall be responsible for the expeditious conduct of this organization’s affairs and have broad powers to act, particularly where time is of the essence he shall preside over all meetings of the Board of Directors and the Meetings of the Members, however called and for whatever purpose. The President may also appoint such other officers or committees, as he deems necessary for the stated purposes of this Corporation. It is also the responsibility of the President to take action necessary to assure the preservation of the books and records of this Corporation, and to execute steps necessary to provide for the proper accounting and reporting to the Board of Directors of this Corporation. The President shall be one of three Officers authorized to sign checks for the Corporation.

5.08 Duties of the Vice President. The Vice President shall act as an Aid to the President, and in the absence of the President shall perform the duties of the President If the President’s Office shall be vacated for any reason, the Vice President shall assume the position of President, and shall make a recommendation to the Board of Directors for the purpose of appointing a new Vice President. The Vice President shall be one of three officers authorized to sign checks for the Corporation.

.5.08 Duties of the Secretary. The Secretary shall keep an accurate record of the meetings, acts and deeds of the membership, and shall record and keep accurate minutes of all meetings of the corporation. The Secretary shall prepare the meeting minutes for their approval as to accuracy and content of meeting. The Secretary shall make available for inspection and/or extraction of any of the corporate records to any officer or member of the Board. Any inspection or extraction must be, upon notice to the President but does not require the approval of the President and the Secretary, within 10 days of written request of any of the Board of Directors or Officers. It shall be the responsibility of the Secretary to maintain the mailing lists as submitted each January by each member club as to updating names, addresses, etc., during the competition year for mailing purposes. No Officer or Board member shall have the authority to use or give out these lists to anyone without the express permission of the Board of Directors and shall only be used by these individuals for reasons stated in the purpose of this Corporation.

5.09  Duties of the Chief Financial Officer. It shall be the duty of the Chief Financial Officer (also known as the Treasurer) to receive and deposit all monies of the corporation in a bank account approved by the Board of Directors. Any outgoing Treasurer shall submit all banking records, including statements, checks and checkbooks, financial condition reports, deposits and accounts receivable or payable, to the newly elected Chief Financial Officer within 10 days of the changing of officers. All payables shall be authorized by the executive board of this corporation and checks must be signed by at least two of the three Officers with signatory authority for this purpose. The Officers with signatory authority are the President, Vice President and Chief Financial Officer (Treasurer) of this corporation. The Chief Financial Officer shall keep and maintain any and all permanent books of accounting records sufficient to establish the mandatory requirements of such a corporation under the applicable laws of the State of California and the Internal Revenue Service of the United States of America. Generally Accepted Accounting Principles Guide (GAAP GUIDE) shall govern the rules and procedures for keeping and for reporting all financial activity of said Corporation, including reporting and accounting of any gifts to the Corporation. a. The Books of the Chief Financial Officer (Treasurer) shall be audited each year prior to the November Annual Meeting of the Membership and at any time there is a change in the office. Such an audit shall also be governed by GAAP. The Board of Directors may require the Chief Financial Officer be bonded and shall cause the expense of the bond be covered by the Corporation.

5.10 Compensation of Officers. Officers shall serve without compensation except that they shall be entitled and allowed payment of reimbursement of direct expenses incurred for the Corporation, such expenses shall be presented for approval by the Officer incurring the expense at the next regular, annual or special meeting of the Board of Directors.

ARTICLE VI. COMMITTEES

6.01  Executive Committee. The Executive Committee shall be the President, Vice President, and the Chief Financial Officer of this Corporation. These committee members shall be authorized to sign checks, and any other executory agreements pursuant to the stated purposes of this Corporation. Any executory agreements for the indebtedness of the corporation in excess of$2,000.00 must first be approved by the affirmative vote of the Board of Directors.

6.02 Other Committees. The Board of Directors and the Executive Committees may designate and appoint other committees as deemed necessary for the purposes oft his corporation. a report of the findings of any such committee for action by the Board of Directors of this Corporation. Any committee shall not take action without the express consent of the Board of Directors of this Corporation, except as otherwise provided in these Bylaws.

ARTICLE VII. FISCAL YEAR

7.01 Fiscal Year of Corporation. The fiscal year ofthe corporation shall end each November 30.

ARTICLE VIII. AMENDMENT OF BYLAWS

8.01 Amendment to Bylaws. These bylaws may only be amended, as to those sections that may be amended pursuant to these Bylaws and the governing laws of the State of California, by the affirmative vote of the membership at the annual meeting of the Board of directors. All applicable notices, quorum requirements, etc. shall be in full force and affect when any amendment to these bylaws is considered by the Board of Directors. ANY PROPOSED AMENDMENT MUST BE SUBMITTED IN WRITING BY A MEMBER OF THE CORPORATION S BOARD OF DIRECTORS AT TWO CONSECUTIVE MEETINGS PRIOR TO THE BOARD OBTAINING THE AUTHORITY TO VOTE ON ANY AMENDMENT TO THESE BYLAWS.

ARTICLE IX. AMENDMENT TO ARTICLES 

9.01 Amendment to Articles. Amendment of the Articles of incorporation may be adopted by the approval of a majority vote of the board of Directors of this corporation.

9.02 Certain Amendments. Notwithstanding the above Section of this Article, this corporation shall not amend its Articles of lncorporation to alter the statement which appears in the original Articles of incorporation and any of the names and addresses of the first Directors of this corporation, nor the name, address, etc. For the initial agent, except to correct an error in such statement, or to delete either statement after the corporation has filed a “Statement by Domestic Non-Profit Corporation” pursuant to the California Non Profit Mutual Benefit Corporation Law.

ARTICLE X. PROHIBITION AGAINST SHARING CORPORATE PROFITS/ASSETS

10.01 Prohibition Against Sharing Corporate Profits and Assets. No member, Director, Officer, employee or other person connected with the corporation, or any private individual, shall receive, at anytime, any of the net earnings or pecuniary profit from the operations of the corporation; provided, however, that this provision shall not prevent payment to such persons for reasonable compensation for services performed for the corporation in effecting any of its purposes; provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share assets on dissolution of the corporation. Upon dissolution of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed in equal shares or likeness to each member club.