ARTICLE I

PREAMBLE

The Club shall be operated as a Non-Profit corporation with the purpose of maintaining snowmobile trails and other outdoor recreational facilities and to promote multiple outdoor recreational activities.

ARTICLE II

MEMBERSHIP

Membership in the club shall be open to all individuals, families, businesses, governmental and non-profit organizations who are interested in furthering the goals of the Club. The Club will not discriminate against any member due to that member’s race, ethnic background, religion or gender.

There will be four (4) classes of memberships in the Club:

(1). Individual membership: shall consist of members who are over the age of 18;

(2). Family membership: shall consist of parents (or parent) and children under the age of 18 residing on a full time basis with their parent or parents.

(3). Business membership: shall consist of one business and shall provide a contact person.

(4). Honorary membership: shall be selected by the club membership from time to time and shall not have voting rights or the ability to serve as an Officer or Director of the Club.

ARTICLE III

ANNUAL MEMBERSHIP DUES

The annual membership dues for individuals shall be $_15.00. Annual membership dues for a family shall be $_15.00____. Annual membership dues for organizations shall be $__25.00___. The amount charged for annual dues will be reviewed on a yearly basis and may be changed by a majority vote of the Club membership. No portion of dues are refundable to members once paid to the Club.

PRIVILEGES AND REGULATIONS

(1) Each family shall have up to two votes.

(2) Each business shall have up to two votes.

(3) Each member shall act responsibly at all club functions.

(4) Each club member shall always treat club members with respect without discrimination.

(5) All club members shall be considered equal in all respects.

(6) During club functions there shall be no illegal or immoral activities.

(7) During club functions all members shall operate all equipment in a safe and legal manner.

MEMBERSHIP ACCEPTANCE

(1) No person who has paid dues and accepts the purposes of the group shall be excluded.

(2) All club members owning or operating a snowmobile in Colorado, except Honorary members, must be Members in Good Standing with the Colorado Snowmobile Association.

MEMBER IN GOOD STANDING

TERMINATION OF MEMBERSHIP

(1) Membership will be revoked for non-payment of dues, Any member having their membership revoked for non-payment shall gain their membership back after payment in full.

(2) Memberships may be revoked upon evidence that a member is not maintaining a member in good standing status by the following process:

(3) members having their membership revoked for not maintaining Membership in Good Standing may apply for reinstatement on a closed session of a meeting of the (4) elected {President, Vice President, Treasurer, Secretary} officers of the club.

(4) The reinstated member shall then pay all dues, as would any other member.

OFFICERS

1. The responsibilities of the daily operations of the Club shall be vested in the elected club officers. The officers of the corporations shall be a President, Vice President,

Secretary, and Treasurer.

2. Newly-elected officers shall take office at the first meeting after the election. Terms of office shall be as follows:

A. President Two (2) years

B. Vice President Two (2) years

C. Treasurer Two (2) years

D. Secretary Two (2) years

3. NOMINATION OF OFFICERS: Nominations of officers shall be presented to the

membership at the Club’s annual meeting. Only members of the Club may be nominated to serve as officers.

4. ELECTION OF OFFICERS: Officers shall be elected at the November meeting by a

majority vote of paid members present.

5.LIMITATIONS OF OFFICERS: No elected or appointed Officer shall serve for more than two consecutive terms. An Officer elected to fill the un-expired term of a resigned officer is eligible to serve the un-expired term, in addition to one full term for which he/she is elected. Any Officer completing two partial or full terms, is not eligible for appointment or election to another term of office for a period of one (1) year.

No individual may hold more than one office at any time.

6. RESIGNATION OF OFFICERS: Resignation of officers shall be in letter form

addressed to the Secretary, Silverthread Outdoor Recreational Club of the San Luis Valley. Letters of resignation will be retained in the Secretary's files. Resignations are deemed effective as of the date the resignation letter is received by the Club Secretary.

7.REPLACEMENT OF RESIGNED OFFICERS: If an officer resigns, a replacement shall be elected at the next scheduled meeting by a simple majority of paid membership. The replacement officer shall assume office immediately after election and would serve only the remainder of the scheduled term.

8.EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the elected Officers of the Club and shall be responsible for making decisions on the daily operations of the Club and assume other duties as assigned by the Board of Directors.

ARTICLE V

OFFICERS DUTIES

SECTION A: PRESIDENT

The President shall:

1. Preside over all regularly scheduled meetings.

2. Sign all certificates of membership, contracts, and other instruments of writing as directed by the membership, except that he/she shall not sign any contract or incur any debt or obligation that exceeds his/her term, unless the club so authorizes.

3. Be Chairperson of the Executive Committee, and a member ex-officio of all committees, and shall perform other duties as directed by the Executive Committee.

Be responsible for the active management of the club and the general supervision of its affairs.

4. Be authorized to sign checks in the absence of the Treasurer.

5. Appoint all standing Committees and advisors. All members shall be club members in good standing.

6. Call a special meeting.

7. Maintain all club assets and equipment in good working order.

8. Turn over all club records and property upon completion of his/her term or as directed by the club.

9. Provide an audit of any club property as directed by the bylaws or vote during a regularly scheduled meeting.

10. Perform the duties and function usually vested in the President of a corporation.

11. Appoint an Audit Committee at the October meeting consisting of two members in good standing that are not officers to audit the club financial records and to report their results verbally and in writing at the December meeting.

SECTION B: VICE PRESIDENT

The Vice President shall:

1. In the absence of or by reason of the inability of the President to perform

his/her duties, the Vice President shall assume the duties and responsibilities

of the President.

2. Perform and discharge the duties and functions of the President in his/her absence.

3. Direct and perform such functions as assigned by the President.

4. Maintain all club equipment in good order.

5. Shall turn over all club assets and records upon completion of his/her term or as directed by the club.

6. Shall present a report of his/her activities at each regularly scheduled meeting.

SECTION C: TREASURER

The Treasurer shall:

1. Supervise the administration of all funds and securities of the organization and shall keep an account of these transactions.

2. The Treasurer will provide each paid member with a membership card and receipt of payments

3. Be custodian of the funds of the club and maintain all club assets in good condition.

4. Disburse funds as directed, in accordance with the by-laws.

5. Be responsible for maintaining a report to be read at each regularly scheduled meeting, detailing all club funds and disbursements.

6. Be responsible for filing all tax records.

7. Turn over all club assets and records upon completion of his/her term or as directed by the club.

SECTION D: SECRETARY

The Secretary shall:

1. The Secretary shall keep the minutes of the meetings of the organization and

of the Executive Committee, read such minutes and conduct correspondence on

behalf of the organization.

2. Record, report and maintain a record of the minutes of all club meetings.

3. Be responsible for correspondence for the club.

4. Maintain the club database.

5. Help maintain all club assets in good working condition.

6. Turn over all club asset and records upon completion of his/her term or as directed by the club.

7. Present a report of his/her activities at each regularly scheduled meeting.

ARTICLE VI

BOARD OF DIRECTORS

A Board of Directors shall be elected following the guidelines governing the nomination, election, resignation and replacement of officers. They will serve for two-year terms. The Board of Directors shall consist of the elected Officers, in addition to three (3) members elected from the membership-at-large.

ARTICLE VII

DUTIES OF BOARD OF DIRECTORS

1.The Board of Directors will be responsible for developing and approving the general policies and direction of the Club and will advise and assist the officers and members in the furtherance of the purpose of the Club.

2.The Board of Directors, may, by majority vote, create committees or sub-committees as it deems fit and required to fulfill the goals of the Club. Such committee will have the duties and authorities as delegated or assigned to it by the Board of Directors.

ARTICLE VIII

MEETINGS

1. The Club will hold monthly meetings.

2. Robert Rules of Order, Revised Edition" is the authority for all questions of parliamentary law and proceedings at all meetings.

3. Notice of the following months meeting will be announced at each meeting.

4. The dates of the following months meeting may/shall be altered as deemed necessary by majority at each of the monthly meetings.

5. Officer work sessions shall not be considered meetings.

6. A closed Officer meeting shall constitute a meeting and appropriate recording shall occur, as well as a report of the date and reason for such meeting. The report shall be made known to the members at the next regularly scheduled club meeting.

ARTICLE IX

VOTING

1. Voting shall be limited to paid members only. All matters before the membership shall be approved upon a simple majority vote, with the exception of changes to these bylaws, the procedure for which is set forth in Article XII below.

2. Fifteen members in good standing will be accepted as a quorum during a regularly scheduled monthly meeting.

3. A simple majority of members in good standing present will be accepted as a decisive and fair vote.

4. No actions can be taken without a quorum present.

5. Only members in good standing and present at the meeting will be eligible to cast a vote. No proxies will be accepted.

ARTICLE X

NOMINATIONS

SECTION A: NOMINATING AND ELECTION COMMITTEE

1. The president will form a nominating committee during the March meeting.

2. The committee shall form for the purpose of selecting and nominating candidates for the upcoming elections.

3. The committee will always consider and accept write-in candidates.

4. The committee shall also assist in filling the appointed positions.

5. The Chairman of the Nominating Committee shall not be running for any elected office that term.

6. No officer may serve on the committee.

7. Nominations may be made from the floor at the October or November meetings.

ARTICLE XI

APPOINTED POSISTIONS AND DUTIES

SECTION A: ACTIVITIES DIRECTORS

The Activities Director(s) shall:

1. Be responsible for planning, coordinating and directing social functions and events for the club.

2. Be responsible for club equipment supplies as required to carry out his/her job.

3. Maintain club supplies and equipment in good working order.

4. Turn over all records and club assets to his/her successor at the time his/her duties are concluded or as directed by the club.

5. Present a report of his/her activities at each regularly scheduled meeting.

SECTION B: TRAIL BOSS

The Trail Boss shall:

1. Coordinate club trail usage permits, direct usage of existing permitted trails, and plan for future trail adoption.

2. Record all permits, apply for new permits, maintain existing permits, letters of intent of usage, or any information required by the club for trail usage.

3. Maintain all club assets in good working order.

4. Turn over all records and club assets to his/her successor at the time his/her duties are concluded or as directed by the club.

5. Organize and coordinate work parties to improve, maintain trail and/or other areas as required.

6. Present a report of his/her activities at each regularly scheduled meeting.

SECTION C: GROOMER

The Groomer shall:

1. Be responsible for operation of club grooming equipment.

2. Be responsible for maintenance of club’s grooming equipment.

3. Maintain all club assets in good working order.

4. Train others as needed in safe operation of clubs grooming equipment.

5. Turn over all records and assets to his/her successor at the time his/her duties are concluded or as directed by the club.

6. Present a report of his/her activities at each regularly scheduled meeting.

SECTION D: SAFETY DIRECTOR

The Safety Director shall:

1. Be responsible for safety training for club members.

2. Work with dealers/retailers as required keeping members current on new safety features on outdoor equipment.

3. Work with local state, and federal agencies to keep informed and be able to train others in existing and/or new regulations.

4. Conduct safety meeting on a regular basis for club members and others as designated by the club.

5. Maintain club assets and equipment in good working order.

6. Turn over to his/her successor all records and club assets at time his/her duties are concluded or as directed by the club.

7. Present a report on his/her activities at each regularly scheduled meeting.

SECTION E: NOMINATING AND ELECTION CHAIRPERSON

Shall:

1. Be appointed by the club to perform the task of seeking individuals to run for office, and preparing the election ballot.

2. Conduct elections as directed by the club.

3. Acknowledge, maintain, and record all election results.

SECTION F: MEMBERSHIP CHAIRPERSON

Shall:

1. Keep and maintain the club membership data, providing that information to the Treasurer, so that the Treasurer may forward all applicable fees/dues to other organizations.

2. Serve as the contact person for membership information to all parties.

3. Work with all club members to increase club membership.

4. Work with local organizations to educate and inform others about club activities.

5. Turn over to his/her successor all club records and assets at time his/her duties are concluded or as directed by the club.

ARTICLE XII

BYLAWS

1.These BYLAWS are intended to carry out the provisions of the Articles of Incorporation and to govern the operation of the Club.

2.AMENDMENTS: These BYLAWS may be amended at any regular meeting of the Club by a 2/3 majority vote of the paid membership, provided that written notice of such amendment to be considered shall have been sent to all paid members not less than ten (10) days prior to the date of such meeting.

ARTICLE XIII

RULES OF ORDER

Robert's Rules of Order Revised shall govern this Club in all cases to which they are applicable and in which they are not in conflict with the adopted bylaws.

ARTICLE XIV

FINANCIAL

1. No part of the net earnings of the organization shall inure to the

benefit of, or be distributed to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the adopted constitution of the organization. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on the behalf of or in opposition to any candidate for public

office. Notwithstanding any other provision of these articles the organization

shall not carry on any other activities not permitted to be carried on (a) by an

organization exempt from federal income tax under section 501(c)(7)of the

Internal Revenue Code, or corresponding sections of the future Federal Tax Code

or (b) by an organization, contributions to which are deductible under section

170(c)(2) of the Internal Revenue Code, or corresponding section of any future

Federal Tax Code.

2.Upon dissolution of the organization, assets shall be distributed for one or

more exempt purposes within the meaning of section 401(c)(5) of the Internal

Revenue Code, or corresponding section of any future Federal Tax Code, or shall

be distributed to the Federal Government, or to a state or local government, for

a public purpose. Any such assets not so disposed of shall be disposed of by the

Court of Common Pleas of the county in which the principal office of the

organization or organizations as said Court shall determine, which are organized

and operated exclusively for such purposes.

ARTICLE XV

ADOPTION OF BYLAWS

These BYLAWS were duly adopted by the Membership of the Silverthread Outdoor Recreational Club of the San Luis Valley at its annual meeting, held on the 26th day of November, 2002.

SILVERTHREAD OUTDOOR RECREATIONAL CLUB OF THE SAN LUIS VALLEY

D C Shepherd A B Sutherland

President for Secretary