BYLAWS of the
TEXAS SPORT BIKE ASSOCIATION- AUSTIN CHAPTER

These Bylaws (referred to as the "Bylaws") govern the affairs of TEXAS SPORT BIKE ASSOCIATION - AUSTIN CHAPTER, a nonprofit corporation (referred to as the "Corporation") organized under the Texas Non-Profit Corporation Act (referred to as the "Act")

OFFICES
PRINCIPAL OFFICE
REGISTERED OFFICE AND REGISTERED AGENT
PROHIBITED ACTIONS OF THE CORPORATION AND ITíS MEMBERS
POTENTIAL CONFLICTS OF INTEREST

TRANSACTIONS OF THE CORPORATION
CONTRACTS
GIFTS
SPENDING CONTROLS
DISSOLUTION OF THE CORPORATION

MEMBERSHIP
NOTICE OF NON-DISCRIMINATORY POLICY AS TO MEMBERS
TYPES OF MEMBERSHIP
QUALIFICATIONS FOR MEMBERSHIP
MEMBERSHIP DUES
CERTIFICATES OF MEMBERSHIP
VOTING RIGHTS
RESOLUTION OF DISPUTES
SANCTION, SUSPENSION, OR TERMINATION OF MEMBERS
RESIGNATION
REINSTATEMENT

OFFICERS
NUMBER, QUALIFICATION AND TENURE OF OFFICERS
NOMINATION OF OFFICERS
ELECTION OF OFFICERS
REMOVAL OF OFFICERS
OFFICER VACANCIES
DUTIES OF OFFICERS
ACTIONS OF THE OFFICERS
COMPENSATION
OFFICER POSITIONS
PRESIDENT
VICE PRESIDENT
TREASURER
ACCOUNTING RULES
AUDITS
SECRETARY
REQUIRED BOOKS AND RECORDS
INSPECTION AND COPYING

MEETINGS
ANNUAL MEETING
SPECIAL MEETINGS
PLACE OF MEETING
NOTICE OF MEETINGS
QUORUM
ACTIONS OF MEMBERSHIP
PROXIES
VOTING BY MAIL
WAIVER OF INTEREST IN CORPORATION PROPERTY
INDEMNIFICATION
PROCEDURES RELATING TO INDEMNIFICATION PAYMENTS
NOTICES
SIGNED WAIVER OF NOTICE
WAIVER OF NOTICE BY ATTENDANCE
AMENDMENTS TO BYLAWS

MISCELLANEOUS PROVISIONS
LEGAL AUTHORITIES GOVERNING CONSTRUCTION OF BYLAWS
LEGAL CONSTRUCTION
POWER OF ATTORNEY
PARTIES BOUND

OFFICES
PRINCIPAL OFFICE
The principal office of the Corporation in the State of Texas shall be located at XXXXX, Austin, Texas 78749. The Corporation may have such other offices, either in Texas or elsewhere, as the Membership may determine. The Membership may change the location of any office of the Corporation.

REGISTERED OFFICE AND REGISTERED AGENT
The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Membership may change the registered office and the registered agent as provided in the Act.

PROHIBITED ACTIONS OF THE CORPORATION AND IT’S MEMBERS
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set for in Article Third hereof. No substantial part of the activities of The Corporation shall be the carrying on of propaganda, or other wise attempting to influence legislation, and The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, The Corporation shall not, except to an insubstantial degree, engage in any activities that are not in furtherance of the purposes of this Corporation.

Moreover, as long as the Corporation is in existence, and except with the prior approval of the Membership, no member, officer, or committee member of the Corporation shall:
Do any act in violation of the bylaws or a binding obligation of the Corporation.
Do any act with the intention of handling the Corporation or any of its operations.
Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
Receive an improper personal benefit from the operation of the Corporation.
Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation.
Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's business.
Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
Not share, sell, rent or any other way allow member’s personal data to be transmitted in any means to another entity without the express written consent of that member.

POTENTIAL CONFLICTS OF INTEREST
The Corporation shall not make any loan to an officer of the Corporation. A member, officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from or otherwise transact business with a member, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the best interests of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a member, officer, or committee member of the Corporation without fall disclosure of all relevant facts and without the approval of the Membership, not including the vote of any person having a personal interest in the transaction.

TRANSACTIONS OF THE CORPORATION
CONTRACTS
The Membership may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

GIFTS
The Membership may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Membership may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Corporation's federal and state tax status.

SPENDING CONTROLS
$0-25.00 During the course of normal business, the treasurer at his discretion may disburse amounts up to $25 without other approval. It will require disclosure at the next meeting. Examples of normal business include but are not necessarily limited to BBS expenses, office supplies and other incidentals.

$25.01-100.00 Amounts over and above what the treasurer can disburse yet under $100 will require a vote of the officers. This vote may be in person or electronic via email or an open poll on the BBS. A simple majority will carry the motion. The treasurer may then disburse the funds.

Over $100 Amounts over $100 require a vote of the membership. As long as there are enough members to form a quorum, the vote may occur in person or electronic via email or an open poll on the BBS. A simple majority of those participating in the vote will carry the motion, as long as there is enough participation to satisfy a quorum. The treasurer may then disburse the funds.

DISSOLUTION OF THE CORPORATION
Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(7) of the Internal Revenue Code, or the 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 a Court of Competent Jurisdiction of the county in which the principal office of The Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

MEMBERSHIP
NOTICE OF NON-DISCRIMINATORY POLICY AS TO MEMBERS
The Texas Sport Bike Association - Texas Chapter admits members of any race, color, national and ethnic origin to all the rights, privileges, programs and activities generally accorded or made available to members of The Corporation. It does not discriminate on the basis of race, color, national, or ethnic origin in administration of its membership policies and programs.

TYPES OF MEMBERSHIP
The Corporation shall have one (1) type of member

QUALIFICATIONS FOR MEMBERSHIP
Membership in the Corporation is limited to those in agreement with the Purpose as described in the Articles of Incorporation filed with the State of Texas, file reference number XXXXXXXXXXX.

MEMBERSHIP DUES
The Membership will set and change the membership fee by a simple majority vote of a member quorum. Dues shall be payable in advance on the first day of each calendar year. The dues for a new member’s first year shall be prorated from the first day of the month in which the member is admitted to membership through the end of the calendar year.

CERTIFICATES OF MEMBERSHIP
The Membership may provide for the issuance of certificates evidencing membership in the Corporation. When a person has been admitted as a member and has paid any required fees and dues, the Corporation shall issue a certificate of membership to the person

VOTING RIGHTS
Each member in good standing shall be entitled to one vote.

RESOLUTION OF DISPUTES
In any dispute between members relating to the activities of the Corporation, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute between themselves, they shall cooperate to select one or more mediators to help resolve the dispute. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in the Revised Civil Statutes Articles 224 et seq., only if the parties have met together with a mediator. This paragraph shall not apply to a dispute involving the Corporation as a party relating to the sanctioning, suspension, or expulsion of a member from the Corporation. The Membership shall have the discretion to authorize the use of the Corporation's funds for mediation or arbitration of a dispute described in this paragraph.

SANCTION, SUSPENSION, OR TERMINATION OF MEMBERS
The Membership may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good cause after a hearing. Good cause includes the default of an obligation to the Corporation to pay fees or dues for a period of 30 days following delivery of notice of default, or a material and serious violation of the Corporation's articles of incorporation, bylaws, or rules, or of law. The Membership or a committee designated by the Membership to handle a matter involving sanctioning, suspension, or expulsion may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least 14 days prior to the hearing. However, shorter notice may be deemed adequate if the Membership or a committee designated by the Membership to handle a matter involving sanctioning, suspension, or expulsion determines that the need for a timely hearing outweighs the prejudice caused to the member and if a statement of the need for a timely hearing is included in the notice. If mailed, the notice shall be sent by registered or certified mail, return receipt requested. A member shall have the right to be represented by counsel at and before the hearing. The Membership or a committee designated by the Membership to handle a matter involving sanctioning, suspension, or expulsion] may impose sanctions, suspend a member, or expel a member by vote of a majority of officers or a committee designated by the Membership to handle a matter involving sanctioning, suspension, or expulsion who are present and voting.

RESIGNATION
Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective. A member's resignation shall not relieve the member of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid prior to the effective date of the resignation.

REINSTATEMENT
A former member may submit a written request for reinstatement of membership. The Membership or a committee designated by the Membership to handle the matter may reinstate membership on any reasonable terms that the Membership or committee deems appropriate.

OFFICERS
NUMBER, QUALIFICATION AND TENURE OF OFFICERS
The number of Officers shall be a number determined by the Membership that is not less than three and not greater than nine. Officers need not be residents of Texas. Officers shall be members of the Corporation. Each officer shall serve for a term of one (1) year.

NOMINATION OF OFFICERS
At any meeting at which the election of an officer occurs, a member in good standing may nominate a person with the second of any other member in good standing.

ELECTION OF OFFICERS
A person who meets any qualification requirements to be an officer and who has been duly nominated may be elected as an officer. Officers shall be elected by the vote of the membership of the Corporation at the annual meeting of the membership. Each officer shall hold office until a successor is elected and qualified. An officer may be elected to succeed himself or herself. Voting shall be by paper or electronic ballot with a simple majority required to win. In the event of a tie, a runoff election shall be held, again determined by simple majority.

REMOVAL OF OFFICERS
The membership may vote to remove an officer at any time, only for good cause. Good cause for removal of an officer shall include, but not be limited to, the unexcused failure to attend three consecutive meetings of the Officers. A meeting to consider the removal of an officer may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state that the issue of possible removal of the officer will be on the agenda and the notice shall state the possible cause for removal. The officer shall have the right to present evidence at the meeting as to why he or she should not be removed, and the officer shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the officer. An officer may be removed by the affirmative vote of fifty one (51) percent of the Membership.

OFFICER VACANCIES
Any vacancy occurring of the officers shall be temporarily filled by either one of the remaining officers or by a vote of the remaining officers to fill the position from the membership. This member shall serve as the interim officer until a general election can be held. Interim officers should serve for no more than 60 days.

A permanent replacement of the vacancy requires a vote of the membership. As long as there are enough members to form a quorum, the vote may occur in person or electronically via email or an open poll on the BBS. A simple majority of those participating in the vote will carry the motion, as long as there is enough participation to satisfy a quorum. A replacement so elected shall serve for the remainder of the term, replacing the interim officer. The interim officer may run unopposed to fill the slot..

DUTIES OF OFFICERS
Officers shall exercise ordinary business judgment in managing the affairs of the Corporation. Officers shall act as fiduciaries with respect to the interests of the members. In acting in their official capacity as officers of this Corporation, officers shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation and that are not unlawful. In all other instances, the Officers shall not take any action that they should reasonably believe would be opposed to the Corporation's best interests or would be unlawful. An officer shall not be liable if, in the exercise of ordinary care, the officer acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation.

ACTIONS OF THE OFFICERS
The Officers shall try to act by consensus. However, the vote of a majority of officers present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Officers unless the act of a greater number is required by law or the bylaws. An officer who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the decision of the officers. For the purpose of determining the decision of the Officers, an officer who is represented by proxy in a vote is considered present.

COMPENSATION
Officers shall not receive salaries for their services. The Membership may adopt a resolution providing for payment to officers of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Officers. An officer may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to an officer shall be commensurate with the services performed and reasonable in amount.

OFFICER POSITIONS
The officers of the Corporation shall be a president, vice president, a secretary, and treasurer. The Membership may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and secretary.

PRESIDENT
The president shall:
Be the chief executive officer of the Corporation.
Supervise and control all of the business and affairs of the Corporation.
Preside at all meetings of the members and of the Membership.
May execute any deeds, mortgages, bonds, contracts, or other instruments that the Membership has authorized to be executed. However, the president may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Membership, the bylaws, or statute.
Perform other duties prescribed by the Membership and all duties incident to the office of president.

VICE PRESIDENT
When the president is absent, is unable to act, or refuses to act, a vice president shall perform the duties of the president. When a vice president acts in place of the president, the vice president shall have all the powers of and be subject to all the restrictions upon the president. If there is more than one vice president, the vice presidents shall act in place of the president in the order of the votes received when elected. A vice president shall perform other duties as assigned by the president or Membership.

TREASURER
The treasurer shall:
Have charge and custody of and be responsible for all funds of the Corporation.
Receive and give receipts for moneys due and payable to the Corporation from any source.
Deposit all moneys in the name of the Corporation in banks, trust companies, or other depositaries as provided in the bylaws or as directed by the Membership or president.
Write checks and disburse funds to discharge obligations of the Corporation.
Maintain the financial books and records of the Corporation.
Prepare financial reports at least annually.
Perform other duties as assigned by the president or by the Members.
Perform all of the duties incident to the office of treasurer.

ACCOUNTING RULES
The fiscal year shall be January through December. True accounts shall be kept of the sums of money received and expended by The Corporation and the matters in respect of which such receipts and expenditure take place, of all sales and purchases of property and goods by The Corporation and of the property, credits and liabilities of The Corporation , and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of The Corporation for the time being, such accounts shall be open to the inspection of the members.  Once at least in every year the accounts of The Corporation shall be published for open review.

AUDITS
Any member shall have the right to have 'an audit conducted of the Corporation's books. The member requesting the audit shall bear the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct the audit. A member may not exercise these rights to compel audits so as to subject the Corporation to an audit more than once in any fiscal year.

SECRETARY
The Secretary shall:
Give all notices as provided in the bylaws or as required by law.
Take minutes of the meetings of the members and keep the minutes as part of the corporate records.
Maintain custody of the corporate records and of the seal of the Corporation.
Affix the seal of the Corporation to all documents as authorized.
Keep a register of the mailing address of each member, officer, and employee of the Corporation.
Perform duties as assigned by the president or by the Members.
Perform all duties incident to the office of secretary.

REQUIRED BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account. The Corporation's books and records shall include:
A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the articles of incorporation, and any articles of amendment, restated articles, article of merger, articles of consolidation, and statement of change of registered office or registered agent.
A copy of the bylaws, and any amended versions or amendments to the bylaws.
Minutes of the proceedings of the members and committees having any of the authority of the Membership.
A list of the names and addresses of the members, officers, and any committee members of the Corporation.
A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years.
A financial statement showing the income and expenses of the Corporation for the three most recent fiscal years.
All rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status.
The Corporation's federal, state, and local information or income tax returns for each of the Corporation's three most recent tax years.

INSPECTION AND COPYING
Any member, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person's interest in the Corporation and if the person submits a request in writing. Any person entitled to inspect and copy the Corporation's books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation's books and records may do so at a reasonable time no later than five working days is after the Corporation's receipt of a proper written request. The Membership may establish reasonable fees for copying the Corporation's books and records by members. The fees may cover the cost of materials and labor. The Corporation shall provide requested copies of books or records no later than fifteen (15) working days after the Corporation's receipt of a proper written request.

MEETINGS
Public monthly meetings shall be held at a date and location generally agreed to by the membership. The meetings may be either in person or by electronic means. The following items will be discussed at each meeting:
Old Business - on going issues with The Corporation
New Business - new issues with The Corporation, comments from the floor are specifically authorized.
Treasurer’s Report - listing of income, expenses, and the resulting balance.
Meeting minutes will be published (either electronically or by other means) in a public forum.

ANNUAL MEETING
Beginning in 2003, the Membership shall hold an annual meeting of the members. Unless otherwise declared, the normal November meeting of each year shall also serve as the annual meeting. At the annual meeting, the members shall elect officers and transact any other business that may come before the meeting. If, in any year, the election of officers is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Membership shall call a special meeting of the members as soon thereafter as possible to conduct the election of officers.

SPECIAL MEETINGS
Special meetings of the members may be called by the president or not less than one sixth of the voting members.

PLACE OF MEETING
The Membership may designate any place within Texas as the place of meeting for any annual meeting or for any special meeting called. If the Membership does not designate the place of the meeting, the meeting shall be held at the registered office of the Corporation in Texas.

NOTICE OF MEETINGS
Written, printed, or electronic notice of any meeting of members, not including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. If the Corporation has more than 1,000 members at the time the meeting is scheduled or called, notice may be given by publication in any newspaper of general circulation in Travis County, Texas. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the Corporation, or the officers or persons calling the meeting. If all of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.

QUORUM
The members holding one twentieth(1/20) of the votes that may be cast at a meeting who attend the meeting in person or by proxy shall constitute a quorum at that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time without further notice.

ACTIONS OF MEMBERSHIP
The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or the bylaws. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the meeting. Voting shall be by ballot or voice, except that any election of officers shall be by ballot if demanded by any voting member at the meeting before the voting begins.

PROXIES
A member entitled to vote may vote by proxy executed in writing by the member. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

VOTING BY MAIL
The Membership may authorize members to vote by mail on the election of officers or on any other matter that may be voted on by the members.

WAIVER OF INTEREST IN CORPORATION PROPERTY
All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned by the Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to require partition of all or part of the Corporation's property.

INDEMNIFICATION
When Indemnification is Required, Permitted, and Prohibited The Corporation shall indemnify an officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as an officer, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation's best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation. The Corporation shall pay or reimburse expenses incurred by an officer, member, committee member, employee, or agent of the Corporation in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding. In addition to the situations otherwise described in this paragraph, the Corporation may indemnify an officer, member, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 10.01(a), above. Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in an proceeding brought by the Corporation or one or more members; or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct. If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney's fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

PROCEDURES RELATING TO INDEMNIFICATION PAYMENTS
Before the Corporation may pay any indemnification expenses (including attorney's fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 10.02(c), below. The Corporation may make these determinations and decisions by any one of the following procedures: (i) Majority vote of a quorum consisting of officers who, at the time of the vote, are not named defendants or respondents in the proceeding. (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Membership, designated to act in the matter by a majority vote of all officers, consisting solely of two or more officers who at the time of the vote are not named defendants or respondents in the proceeding. (iii) Determination by special legal counsel selected by the Membership by vote as provided in paragraph 10.02(a)(i) or 10.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all officers. (iv) Majority vote of members, excluding officers who are named defendants or respondents in the proceeding.
The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 10.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, The bylaws, or a resolution of members or the Membership that requires the indemnification permitted by the paragraph above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under the paragraph above. The person's written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.
Any indemnification or advance of expenses shall be reported in writing to the members of the Corporation. The report shall be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report shall be sent within the 12-month period immediately following the date of the indemnification or advance.

NOTICES
Any notice required or permitted by the bylaws to be given to member, officer, or member of a committee of the Corporation may be given by mail, telegram, or other electronic means . If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Corporation. A person may change his or her address by giving written notice to the secretary of the Corporation.

SIGNED WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

WAIVER OF NOTICE BY ATTENDANCE
The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

AMENDMENTS TO BYLAWS
The bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Membership. A simple majority is required to change the bylaws. The notice of any meeting at which the bylaws are altered, amended, or repealed, or at which new bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. The following types of bylaw amendments may be adopted only by the members:
Setting or changing the authorized number of officers.
Changing from a fixed number to a variable number of officers or vice versa.
Increasing or extending the terms of officers.
Increasing the quorum for membership meetings.
Repealing, restricting, creating, expanding, or otherwise changing the proxy rights of members.
Authorizing or prohibiting cumulative voting.

MISCELLANEOUS PROVISIONS
LEGAL AUTHORITIES GOVERNING CONSTRUCTION OF BYLAWS
The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

LEGAL CONSTRUCTION
If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.

POWER OF ATTORNEY
A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Corporation to be kept with the Corporation records.

PARTIES BOUND
The bylaws shall be binding upon and inure to the benefit of the members, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.

CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting secretary of TEXAS SPORT BIKE ASSOCIATION- AUSTIN CHAPTER, and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Membership held on DECEMBER 11, 2007

 

 

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Secretary

 

 

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TEXAS SPORT BIKE ASSOCIATION - AUSTIN CHAPTER
CORPORATE SEAL
Approved 11 December 2007