BYLAWS OF THE KINSMEN KART CLUB, INC.

ARTICLE 1 NAME AND LOCATION

1.1 Name and Location. The name of the corporation is the Kinsmen Kart Club, Inc., hereinafter referred to as the “club”. The principal office of the club shall be located at such place as may be designated by the Board.

ARTICLE II DEFINITIONS:

2.1 The terms as contained in the Bylaws are defined as follows:
a) Directors: The Board of Directors of the Kinsmen Kart Club.
b) Officer: Board appointed individual for a specified duty.
c) Charter: “(current year) Kinsmen Kart Club Rules.”
d) Annual Meeting: Meeting held in December.

ARTICLE III BOARD OF DIRESTORS; SELECTION; TERM OF OFFICE AND DUTIES:

3.1 QUALIFICATIONS FOR BOARD OF DIRECTORS. The candidates for the Board of Directors must be voting members in good standing for not less than six (6) months.
3.2 NUMBER. The affairs of this club shall be managed by a Board of five (5) directors, all of whom must be members of the Club.
3.3 TERM OF OFFICE. At the 1991 Annual meeting of the Club the members shall elect five (5) directors. The three receiving the higher number of votes shall be elected for a period of two (2) years and the remaining two directors for one (1) year.
At each annual meeting thereafter in even numbered years the members shall elect two (2) directors, and in odd numbered years shall elect three (3) directors. The term of office for directors elected after 1991 shall be two (2) years. Unless the office is vacated sooner, each director shall hold office until the director’s term expires and a successor is elected.
3.3.1 CONSECUTIVE TERMS. The same individual may serve two (2) consecutive terms as a director. After serving two consecutive terms, such person is next eligible to stand for election as a director one year after the end of a second consecutive term.
3.4 REMOVAL / VACANCIES.
3.4.1 Removal. Any Board Member may be removed from office by a majority vote of the Board and 30% of the voting membership.
3.4.2 Any Board may be removed from office by a 2/3% of the voting membership.
3.4.3 In the event of death or resignation, the vacancy shall be filled by the Board. If available, the member who received the highest number of votes but was not elected at the last Annual Meeting should fill the vacancy. The successor Director shall serve for the unexpired term of his/her predecessor.
3.4.4 The members may elect a Director at anytime or fill any vacancy not filled by a Director. A vacancy created by the removal of a Director can be filled only by election of the Members.
3.4.5 If a Director fails to attend two (2) consecutive meetings without adequate excuse, the Board of Directors may declare his office vacant.
3.5 NOMINATION. Nominations for election to the Board of Directors shall be made by a Nominating Committee. Notice to the members shall include the names of all those who are nominees. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Club. The Nominating Committee shall be appointed by the Board of Directors not less than sixty (60) days prior to the Annual meeting of the members. The Nominating Committee shall make as many nominations for elections for the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Any member may submit his or her name to the nominating committee as a candidate for the Board. All such names shall appear on the Notice of the Meeting together with those names placed in nomination by the Committee. All candidates have reasonable opportunity to communicate their qualifications to members and to solicit votes. The person(s) receiving the most votes shall be elected.
3.6 THE FILLING OF THE OFFICES. At the Annual Meeting following the tallying of votes the new Board shall adjourn to Executive Session, at this time the newly nominated and 2nd year Board Members will decide who shall hold what office for the coming year. If more than one (1) person wishes to hold one of the positions the full board will then vote to arrive at a decision.
3.7 COMPENSATION. No Director shall receive compensation for any service he/she may render to the club. However, any director may be reimbursed for actual expenses, if reasonable, incurred in the performance of his/her duties. Purchases over $250 must be pre approved prior to reimbursement.
3.8 INDEMNIFICATION OF CORPORATE AGENTS. The club shall indemnify any present or former director, officer, or other agent of the club to the fullest extent authorized under California Corporations Code Section 7237, or any successor statute, and may advance to any such person funds to pay expenses that may be incurred defending any action or proceedings on receipt of an undertaking by or on behalf of such person to repay such amount unless it is ultimately determined that such person was entitled to indemnification under this provision.
3.9 DIRECTORS:
3.9.1 The Board of Directors shall consist of five (5) Members. The President, Vice President, Secretary, Treasurer, and the Sergeant of Arms.
3.9.2 President. The President shall be the Chief Executive of the Club, have general supervision, direction and control of the business and the Officers of the Club. He/she shall preside at all meetings of the membership and at all meetings of the Board of Directors. The President shall have the power to appoint special committees and delegate special duties. The President puts all proposals to a vote. The President may vote in the case of elections or in the event of a tie. He/she may not vote to create a tie. He/she shall have such powers and duties as may be prescribed by the Board, by these Bylaws and Robert’s Rules of Order.
3.9.3 Vice President. The Vice President shall act in the place and stead of the President in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board.
3.9.4 Secretary. The Secretary shall maintain the Boards agenda, record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and members; keep appropriate current records showing the members of the club together with their addresses, and shall perform such duties as required by the Board.
3.9.5 Treasurer. The treasurer must be bondable. He/she shall receive and deposit in appropriate bank accounts all moneys of the club and shall disperse such funds as directed by resolution of the Board of Directors; shall sign all promissory notes of the Club; shall keep proper books of account; shall prepare and distribute budgets and financial statements to each member: shall prepare all year end Federal and State tax returns using the aid of a hired CPA: shall schedule bi-annual accounts assessment from a hired CPA.
3.9.6 Sergeant of Arms. The Sergeant of Arms shall oversee the operations at the facility he/she is responsible for enforcing safety and proper discipline at the facility, and shall perform such duties as required by the Board. At all meetings of the Board and meetings of members the Sergeant of Arms shall be responsible for maintaining order.

ARTICLE IV POWERS AND DUTIES OF THE BOARD OF DIRECTORS:

4.1 DUTIES
4.1.1 Maintenance. Maintain the facility
4.1.2 Insurance. Maintain insurance as required.
4.1.3 Budget. Prepare and adopt a budget for each fiscal year.
4.1.4 Dues. Fix and collect dues set forth in the Charter.
4.1.5 Expenses and Obligations. Pay all expenses and obligations incurred by the club in the conduct of its business, including, without limitation, all licenses, taxes, or governmental charges levied or imposed against the property of the club.
4.1.6 Records. Cause to be kept a complete record of all its acts and business affairs and to present a statement thereof to the members at the Annual Meeting. Keep adequate and correct books and records of accounts, agendas and minutes of proceedings of its members, Board and Committees, and record of its members giving their names and addresses and their category of membership.
4.1.7 Supervision. Supervise all Officers and Agents of the Club, and to see that their duties are properly performed.
4.1.8 Enforcement. Enforce these Bylaws and the Charter.

4.2 POWERS.
4.2.1 Adoption of rules. Adopt rules in accordance with the Bylaws and Corporate Rules of Order, I.K.F. and Nor/Cal.
4.2.2 Enforcement of discipline. Enforce these Bylaws and the Charter; Provide notice of any potential disciplinary actions and the reasons therefore to the member by phone, however a notice must be sent by certified mail to the last address of the member as shown on the Club records.
4.2.3 Contracts. Contracts for goods and or services must be in accordance with the Charter.
4.2.4 Delegation. Delegate its authority and powers to Committees and Officers of the Club. Any such delegation shall be revocable by the Board at anytime.
4.2.5 Other Powers. In addition to any other power contained herein, the Club may exercise the powers granted to a Non-Profit Mutual Benefit Corporation as enumerated in California Corporations Code Section 7140.

ARTICLE V OFFICERS/COMMITTEES AND THEIR DUTIES:

5.1 OFFICERS APPOINTMENTS.
5.1.1 Officers serve at the pleasure of the Board. The Board may appoint such officers as the affairs of the Club may require. The Officers of this Club shall be appointed annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or are otherwise disqualified to serve.
5.1.2 The appoinment of officers shall take place at the first meeting of the Board of Directors following the Annual Meeting in December.
5.1.3 A vacancy in any office may be filled by appointment by the Board. The Officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces, or until officer may return.
5.1.4 Officers names shall be listed on the Charter (rules).
5.2 OFFICERS (EXAMPLE).
5.2.1 Officer(s) of the Tower
5.2.2 Officer(s) of Tech.
5.2.3 Officer(s) of Corner Workers
5.2.4 Officers(s) of Track Maintenance
5.2.5 Officer(s) of Awards and Banquets
5.2.6 Officer(s) of History
5.3 COMMITTEES.
5.3.1 The Board of Directors shall appoint Committees as deemed appropriate in carrying out its purposes. No Committee, regardless of Board resolution, may: (a) amend or repeal Bylaws or adopt new Bylaws; (b) Amend or repeal any resolution of the Board of Directors; (c) Appoint any other Committees of the Board of Directors or the members of those Committees; (d) Approve any transaction to which the Club is a party and which one (1) or more Directors have a material financial interest.

ARTICLE VI BOARD OF DIRECTOR VOTING / MEMBERS VOTING:

6.1 DIRECTORS VOTING.
6.1.1 The Four (4) Board members are entitled to a vote in all business matters providing they are present or have tendered a proxy. The Board may vote yes, no, Approve, disapprove or may abstain. The fifth Board member the President of the Board of Directors may only vote in case of a tie. All votes, and who voted ho, must be recorded by the Secretary.
6.1.2 Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. Every act performed or decision made by a Majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, not withstanding the withdrawal of the Directors, if any action taken is approved by a majority of the required quorum for that meeting.
6.1.3 Proxies. At all meetings each Board member may vote in person or by proxy. All proxies shall be in writing and presented to the secretary prior to the meeting being called to order. All proxies shall state the date, time and contain the signature of the Board member. The proxy shall provide that, where the Board member specifies a choice, the vote shall be cast in accordance with that choice. The proxy shall also identify the person or persons authorized to exercise the proxy, and the length of time it shall be valid. In addition, voting by proxy shall comply with any other applicable requirements of the California Corporations Code.
6.2 MEMBERS VOTING.
6.2.1 Eligibility.
6.2.2 In the case of a General membership the member is entitled to one (1) vote.
6.2.3 In the case of a Family membership the family is entitled to only one (1) vote.
6.2.4 In the case of a Business membership the business is entitled to only one (1) vote.
6.2.5 In the case of a Honorary membership the member is entitled to one (1) vote.
6.2.6 Members who have been suspended or have been expelled from the Club will have no vote.
6.3 MEMBERS VOTING RIGHTS.
6.3.1 Any action that may be taken at any Annual or Special meeting of members, including the election or recall of Directors may be taken without a meeting and without prior notice in accordance with the provisions of the California Corporations Code Sections 7513 and 7516, by means of a written ballot distributed to the membership. Any form of written ballot distributed by any person to the membership of the club shall afford the opportunity to specify a choice between approval and disapproval of each matter or group of matters to be acted upon, except it shall not be mandatory that a candidate for election to the Board be named in the written ballot. The written ballot shall provide that, where the member specifies a choice, the vote shall be cast in accordance with that choice.
6.3.2 Proxy voting. (see 8.4)
6.3.3 No cumulative voting. Cumulative voting shall not be used at the meetings of members.
6.3.4 In November all members will vote for their choice for year end Special Awards.

ARTICLE VII MEMBERSHIP:

7.1 APPLICATION FOR MEMBERSHIP:
7.1.1 Application for membership shall be submitted, on a form prescribed by the Board, to the Board of Directors. The appropriate membership fee shall be submitted together with the application.
7.1.2 Membership dues will be set forth in the Charter and will be due and payable as per the Charter.
7.3 UNLIMITED MEMBERSHIP:
7.3.1 The total number of members who may be admitted to the Club is unlimited.
7.4 GENERAL MEMBERS:
7.4.1 The minimum age requirement for general members shall be eighteen (18) years. A General Membership is voting membership.
7.5 FAMILY MEMBERSHIP:
7.5.1 Natural, adoptive or step parents and all their children who have not reached their 18th birthday and reside at the same addresses as the parents are eligible for a family membership. In case of divorced or separated parents, either parent may hold a family membership in their name and that of their minor child(ren) whether or not the child(ren) reside with them. A “Family” membership has a total of one (1) vote, regardless of how many individuals are members of the “family” so defined.
7.6 BUSINESS MEMBERSHIP:
7.6.1 Limited to persons or businesses engaged directly in the business of selling, repairing, servicing or providing parts and accessories or driving instructions for racing karts. A business membership is a voting membership, with one (1) vote per business. A maximum of four (4) individuals may be listed under a single “business membership”; no other persons associated with the business in whose name the membership is held are permitted to exercise the privileges of club membership under such “business membership.” All persons listed under a business membership must be owners or employees of the named business entity holding the membership. At least one of the listed members must be an owner of the business in the case of an unincorporated business; in the case of an incorporated business at least one of the listed members must be a director, officer or executive of the business. All “Business memberships” must be individually approved by the Board before a membership certificate may be issued.
7.7 HONORARY MEMBERSHIP:
7.7.1 Honorary memberships may be granted to those persons who have earned the Clubs recognition and appreciation. Proposals for such a membership may be submitted by any member to the Board, which shall have sole discretion to approve such membership. An Honorary membership is a voting membership. The Board shall prescribe by rule any limitations on the extent of the privileges of any honorary member, including use of the Kinsmen Kart Track and guest privileges. All honorary members shall sign the prescribed waiver and release form prior to any days use of the track. A list of Honorary Members shall be maintained by the Board and at the beginning of each year the appropriate rules, keys and cards will b will be sent to the member, the members name will be placed on all club mailing lists.
7.8 TERMINATION OF MEMBERSHIP:
7.8.1 Any member who materially breaches the “Charter” (rules) of the club or assists, encourages or permits any other person to do so, or who causes a dangerous condition to exist, may be terminated by the Board, provided that such member be notified not less than fifteen (15) days prior to such termination, of the nature of such allegations and the intention of the Board to terminate such membership. The member may request, prior to the expiration of the fifteen day notice period that the Board meet and hear the member and consider any evidence or argument which the member may present. The Board shall hear any member who requests to be heard. If the Board determines that the evidence warrants termination, the member shall be notified in writing of such decision. Termination shall not be affective less than twenty (20) days after initial notice to the member of the allegations against the member. If the Board determines that a lesser sanction is appropriate, the member may be suspended for an appropriate time, or other sanctions may be imposed. No terminated or suspended member may use the Clubs facilities, including the race track, as the “guest” of another member. The determination of the Board on these matters is final and not appealable.

ARTICLE VIII MEETINGS:

8.0 Notice of Meetings. All members shall be notified at least ten (10) days prior to all meetings scheduled, the type of meeting to be held, and what topics are on the agenda.
8.1 Open Meetings. All meetings of the Board shall be open to all members, but members other than the directors may not participate in any discussions or deliberation unless expressly so authorized by a majority of the Board, however members are encouraged to attend and when possible participate in open discussions.
8.2 Notice and Place of meetings. Written notice of each meeting of the members shall be given by, or at the direction of the secretary, when the meeting has been called pursuant to section 8.7 below, by personal delivery or mailing a copy of such notice, first class mail, postage prepaid, at least ten (10) but not more than ninety (90) days before such meeting to all members, addressed to the members address last appearing on the books of the Club, or supplied by such member to the Club for the purpose of the meeting. If action is proposed to be taken at any meeting for approval for any of the following proposals, the notice shall state the general nature of the proposal. Member action on such items is invalid unless the notice states the general nature of the following proposal(s). (a) removing a director without cause, (b) filling vacancies in the Board of Directors by the members; (c) approving a contract or transaction in which a director has a material financial interest.
8.3 Annual Meeting. The Annual meeting shall be held during the month of December at a date, time and place specified by the Board of Directors in a Notice of Meetings.
8.4 Proxies. At All meetings of the members, each member nay vote in person or by proxy. All proxies shall be in writing and presented to the secretary before the appointed time of the meeting. All proxies shall state the date and time at which the proxy was signed by the member. Any proxy distributed by any person to the membership of the Club shall permit the member to specify a choice between approval and disapproval of each matter group of matters to be acted upon, if such matters have been set forth in the Notice of Meeting. The proxy shall provide that, where the member specifies a choice, the vote shall be cast in accordance with that choice. The proxy also shall identify the person or persons authorized to exercise the proxy and the date or dates it shall be valid for. In addition, voting by proxy shall comply with any other applicable requirements of the California Corporations Code.
8.5 No Cumulative Voting. Cumulative voting shall not be used at meetings of the members.
8.6 Regular Meetings. Regular meetings of the Board of Directors shall be held at intervals at such place and at such time by resolution of the Board; provided, that the Board shall meet at least once in every three month period. Notice of the time and place of meeting shall be communicated to Directors not less than four (4) days prior to the meeting, provided however, that a notice of a meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting. Notice by telephone or facsimile machine shall be sufficient notice for purpose of this Article VIII.
8.7 Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President, Vice President or the Secretary of the Club, or by two (2) directors or upon written request of the members representing five percent (5%) of the total voting power of the membership. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each Director by one of the following methods: (a) by personal delivery (b) written notice by first class mail postage prepaid (c) by telephone communication either directly to the Director; or (d) by facsimile machine. All such notices shall be given or sent to the Directors addresses or telephone number on the records of the Club. Notices sent by first class mail shall be deposited into the U.S. mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or facsimile shall be delivered, telephoned, or sent at least forty-eight (48) hours before the time set for the meeting.
8.8 Executive Session. The Board may, with the approval of a majority of a quorum, adjourn a meeting and reconvene in Executive Session to discuss and vote upon personnel matters, litigation in which the Club is, or may become involved, and orders of business of a similar nature. All actions taken must be included in current minutes. The general nature of any and all business to be considered in Executive Session shall first be announced in Open Session.
8.9 Telephone Meetings. Any meeting, regular or special may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting. All actions taken must be included in current minutes.
8.10 Waiver of Notice. The transaction of any meeting of the Board of directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is not present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meetings without protesting before or at its commencement about the lack of adequate notice.

ARTICLE IX BOOKS AND RECORDS

9.1 Inspection by Members. The membership register (including names, mailing addresses, telephone numbers, and voting rights) books of accounts, agendas and minutes from meetings of the members, of the Board, and of committees shall be made available for inspection and copying by any member of the club, or by his duly appointed representative, at any reasonable time and for a purpose reasonably related to his interest as a member, at the office of the Club or at such other place as the Board shall prescribe.
9.2 Rules for Inspection. The Board shall establish reasonable rules with respect to: (a) notice to be given to the custodian of the records by the member desiring to make the inspection, (b) Hour and days of the week when such an inspection may be made, (c) Payment of the cost of reproducing copies of documents requested by member.
9.3 Inspection by Directors. Every Directory shall have the absolute right at any reasonable time to inspect all books, records and documents of the Club and the physical properties owned or controlled by the Club. The right of inspection by a Director includes the right to make extracts and copies of documents.

ARTICLE X EVENTS:

10.0 All events must be conducted in an orderly manner with safety as the most important factor. Any event held will be subject to the signing of liability releases.
10.1 All events will be under the direct authority, supervision and control of the Board of Directors. The Board of Directors may determine entrance, classifications and regulations for various events and shall approve the presenting and awarding of the trophies and awards.
10.2 In accordance with I.K.F. anyone determined to be physically or mentally disturbed or under the influence of alcohol or drugs at the time of an event shall be disqualified and requested to leave the premises.
10.3 Karts may be subject to technical inspection in accordance with I.K.F., and Nor/Cal.
ARTICLE XI MISCELLANEOUS

11.0 Amendments. Bylaws may be amended providing the amendments were presented at a general meeting of the members. All potential amendments will be presented for consideration at the Annual meeting held in December. The members may amend the Bylaws with 2/3 of the total voting memberships approval. This vote must be recorded and kept as part of the bylaws.
11.1 Conflicts. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control. In the case of a conflict between the Charter and these Bylaws, the Bylaws shall control.
11.2 Fiscal Year. The fiscal year of the Club shall begin on the first day of January and end on the thirty-first day of December of every year.
11.3 Dissolutionment. Upon the event of dissolutionment of the Club, after meeting all of the financial obligations of the Club, all residual assets will be donated to any bonified charitable institution selected by the Board of Directors and approved by the Membership.
11.4 Expenditures. Expenditures under $250.00 may be paid forthwith, subject to subsequent approval of the Board of Directors. Expenditures over $250.00 require prior approval of the Board.
11.5 Club Checks. Club checks of $1,000.00 or less require (1) signature, checks over $1,000.00 require (2) signatures, signed by either the Treasurer, Secretary and or the President. Checkcard purchases for over $1,000.00 must be pre-approved at the monthly Board of Directors meeting or be approved via voice/email.
11.6 All money disbursements must be accompanied by a receipt and or a cancelled check.
11.7 Any and all potential publications representing the Board of Directors will be reviewed by all Board Members prior to mailing.
11.8 Prior to the Annual Meeting all outstanding due and payable accounts shall be discharged.
11.9 The Club colors are Maroon and Silver.