Be it further known that the said club is an incorporated non-profit organization, duly registered with the State of New Hampshire.

We require members to register all ATV’s, and trail bikes. We expect all members to obey all New Hampshire state and local laws, which govern Atv’s (RSA 215-A).

Any person eighteen (18) years of age and older, having an interest in all terrain vehicles is eligible for adult membership.

Any minor having an interest in all terrain vehicles is required to complete the New Hampshire State OHRV Safety course to become eligible for a junior membership. Minor members of the club are not entitled to a vote at the monthly meetings.

Any member or applicant for membership will not be discriminated against for reasons of race, sex, religion, color or creed.

A member may resign from the Androscoggin Valley ATV Club, Inc at any time. Resigning member understands that all dues are non refundable.

Membership in Androscoggin Valley ATV Club, Inc may be terminated by majority vote of the Board of Directors for reasons consistent with the Club’s best interest.

Applications for membership shall be made in writing addressed to the membership committee chairperson on the appropriate form containing an agreement by the applicant to abide by the Bylaws of the Club.

The management of the Androscoggin Valley ATV Club, Inc (AV ATV) shall be vested in the board of Directors duly elected by the majority of its members present.

The Board of Directors will consist of Ten (10) members.

Any AV ATV Club members who desire to be a Director shall submit their name in writing to the Board of Directors no later then the last Wednesday in October of each year. All names submitted shall be considered for nomination and election by the general membership at its annual meeting. All directors shall be within good standing in the AV ATV Club.

Officers shall be elected by the Board of Directors at the first Board of Directors meeting following the annual meeting.

The positions held by the Directors on the Board are listed as:

Officers:

1. President

2. Vice President

3. Secretary

4. Treasurer

5. Jericho Trails, Trail Master

6. Success Trails, Trail Master

7. Safety Director

8. Assistant Trail Master

9. Trail Administrator

10. Membership Director

A letter of resignation shall be expected from any Director missing three (3) unexcused consecutive meetings or any Director who misses a combination of six (6) excused or unexcused meetings in a calendar year. The Board of Directors shall have the authority to replace the position from the general membership. Any Director who submit’s a written letter or e-mail of resignation, must be voted upon by the board at the next regularly scheduled meeting.

There shall be no financial payment for services in these officers.

The information Technology/Web Page Administrator is an Ex-Officio position.

The Chairperson for any committee shall be nominated by the President and approved by the Board of Directors.

The Chairperson may choose his/her own committee but may waive this privilege if he/she desires.

Club bylaws shall be available at all meetings and posted on the clubs website.

These Bylaws may be amended by presentation of such proposed amendments in writing by any member in good standing at any regular meeting, after all members have been notified at least one month in advance and may be adopted by a two thirds vote of members present during a regular membership meeting.

Androscoggin Valley ATV Club, Inc shall meet on the last Wednesday of each month to discuss affairs of the organization, events and authorized expenditures for various club related projects and activities or as designated by the board of directors

Meetings shall be open to all members in good standing with the Androscoggin Valley ATV Club, Inc.

Special or emergency meetings may be called by the any member of the Board of Director.

The time and place of all meetings shall be published in the monthly newsletter, if one exist, the local newspaper, or the club website. Members can also be notified of meetings by mail or e-mail at the discretion of the Board of Directors. Meetings can also be changed with majority vote of the Board of Directors as necessary due to holidays and/or other conflicting events.

No alcoholic beverages will be permitted to be consumed during any business meeting. This does not preclude at after meeting gatherings, party’s etc. No alcoholic beverages will be permitted to be consumed at any club field activity

Any member who shall commit an act of violence with malice aforethought causing bodily harm to any other member, or whose conduct or language shall become obnoxious, during any business meeting or other official club gathering, shall be dismissed from the premises and may be disqualified for membership.

All concerns and opinions of the membership shall be considered and acted upon accordingly by the Board of Directors at any regularly scheduled meeting.

All meetings shall be opened to the general public. Non-public sessions shall be subject to RSA 91-A:3 Nonpublic Sessions.

Attendance shall be taken at each meeting by the Secretary.

Memberships run from July 1^st to June 30^th for each year. Dollar amounts for membership dues shall be determined at the December Membership Meeting and adopted by a two-thirds majority vote of the attending membership.

Only paid members in good standing will be entitled to vote.

Any member in good standing will be eligible when duly nominated or appointed to serve on any committee. Non-members may volunteer on committees at the discretion and direction of the Committee Chairperson.

A quorum shall constitute of One (1) Officer or Director and Five (5) members in good standing with the Androscoggin Valley ATV Club, Inc.

The President shall take the chair and call the meeting to order at the proper time. The President shall preside over all AV AYV Club meetings. Directors and Members shall be recognized by the President before speaking.

The Vice President shall act in place of the President in his/her absent. Also approve all articles of news or events to be released to the news media or membership.

As the recording officer, the Secretary shall keep correct and complete minutes of proceedings and shall forward the minutes to the Board via e-mail. If no e-mail is available the minutes will be sent via U.S. Mail. Additional copies of the minutes shall be available at the regularly scheduled board meeting. All minutes shall be posted at the Clubs websites. In the absence of the President and Vice President he/she shall call the meeting to order and preside over the meeting. The Secretary shall keep copies of all membership and club paperwork with the exception of the Trail Administration documents. The Secretary shall keep all yearly copies of all minutes, treasurers report and all membership rosters on file using supplied thumb drive.

The Treasurer shall have charge of all the funds of the club and shall pay them out upon order of the assembly signed by the treasurer. The annual report shall be given at the Annual Membership meeting and will announce the amount of money in the treasury at the beginning of each year, the amount received during the year, the amount paid out and the balance on hand. He/she shall keep an itemized account of all income and payments and shall keep itemized receipts for all payments made. Said accounts and receipts shall be submitted to the General Membership at the Annual Membership meeting. Approval of the annual Treasurer’s report must be voted upon by the General Membership.

In the event of dissolution of the club all property and monies in the name of the Androscoggin Valley ATV Club, Inc. shall be donated to one or more local, non-profit, organizations at the discretion of the Board of Directors.

Voting: At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by his/her written be asked him/her statement or not, and after answering any questions that might be asked him/her, shall withdraw from the meeting for so long as the matter shall continue under discussion. Additionally, other Directors who may have had financial benefit transactions with the affected Director within the same fiscal year should also not present and not participate in the discussion. Should the matter be brought to a vote, neither Director nor any other Director with a financial benefit transaction with the affected Director in the same calendar year shall vote on it.

Statutory Requirements - The new Hampshire statutory requirements dealing with financial benefits, (RSA 7:19, II and 292:6a) as hereby incorporated in full into and made an integral part of this conflict of interest policy; and a copy of the relevant New Hampshire requirements. These requirements include, but are not limited to, (I) absolute prohibitions on loans from a charitable trust to a director, officer or trustee; and (ii) prohibition of any sale or lease (for a term greater then five years) or conveyance of real estate from an officer, director, or trustee without the prior approval of the probate court. These requirements extend to both direct and indirect financial interest, as defined by the attached statutes.

This article is a provision elimination or limiting he personal liability of a Director, an officer or both, to the Androscoggin Valley ATV Club or its membership for monetary damages for breach of fiduciary duty as a director except with respect to:

1. Any breach of the director’s of officer’s duty of loyalty to the Androscoggin Valley ATV Club or it’s membership.

2. Acts or omissions which are not in good faith or which involve intentional misconduct or knowingly violation of the law.

3. Any transaction from which the director, officer or both, derived an improper personal benefit.