Mass ATV Association, Inc.

BYLAWS

(as ratified on 9/28/2005)

         ARTICLE I. - Purpose

Section 1.  The purpose of the Mass ATV Association, Inc.  is to stimulate and advance the general welfare and safety of ORV ⁽¹⁾  recreation, to serve the interest of ORV owners, to educate such owners about discriminatory legislation, regulations and burdensome taxation, to develop a fraternal spirit among local ORV and other outdoor enthusiasts, to hold ORV related recreational, social, volunteer and educational events, to provide a medium for the exchange of ORV information, to own or lease property for Association uses, and to perform all desirable and lawful functions for the successful operation of the Association and in the general public interest.

        ARTICLE II. - Membership

Section 1.  Membership in the Association shall consist of the following classes:

a)      a.  Active Members

b)      b.  Associate Members (non- voting group or business sponsors)

Section 2.  Active membership is available to all adult owners or riders of Off Road Vehicles.  For purposes of Association Membership, an adult shall be defined as a person eighteen years or older, possessing a valid driver’s license issued to them by their State of Residence.   The Association may choose to offer discounted membership to Family Groups.  Non-adult Family Group Members may be issued Junior membership cards.  Junior membership card holders will not be voting members and may participate in Association activities only with adult supervision and written parental permission as may be deemed appropriate by the Board of Directors.

Section 3.  Each active member shall be entitled to one vote.

Section 4. The Board of Directors may establish the qualifications and rights of Associate Members.  The Board of Directors may permit selected Associate Members the right to pre-pay for and issue coupons for active membership for its customers or organization members and at a discounted rate in a manner and amount to be determined by the Board of Directors.  A coupon or receipt for pre-payment of dues alone, shall not be considered evidence of approved membership but shall accompany a written application for individual membership and submitted to the Association for its normal approval process.  Associate Member groups and businesses may not assume the rights or privileges of Active Membership for its owners, directors, managers and employees/ members by virtue of their Associate Member status.

Section 5.  Applications for membership shall be made in writing addressed to the Secretary of the Association on the appropriate form containing an agreement by the applicant to abide by the Bylaws of the Association.  The Secretary shall refer each application for membership to the Association President, Vice President or a Membership Officer/Committee designated by the Board of Directors, for final approval and election to the Association upon satisfaction of the dues requirement.

Section 6.  Memberships shall remain active for one year from the date an individual application is approved and the dues requirement is satisfied.

Section 7.  A member may resign from the Association at any time upon written notice to the Secretary.

Section 8.  Membership in the Association may be terminated by majority vote of the Board of Directors in the event of non-payment of dues or for other reasons consistent with the Association's best interest. Termination of the membership of any member shall not release said member from the obligation to pay all dues and other amounts owed for the period of membership.

ARTICLE Ill. - Management

Section 1.  The Management of the Association shall be vested in the Board of Directors.

ARTICLE IV. - Board of Directors

Section 1.  The Board of Directors shall consist of a minimum of three Directors, each of whom shall be an active member of the Association.  Directors shall be elected prior to the Annual Meeting of the membership and shall take office at the close of the Annual Meeting for a term of one year.

Section 2.  If vacancies of the Board of Directors should occur by reason of resignation or otherwise, the remaining Directors may, at their option, by majority vote elect a successor for each unexpired term. 

Section 3.  A majority of the members of the Board of Directors shall constitute a quorum for the transaction of Association business.

Section 4.  Meetings of the Board of Directors shall be held at such time and place as may be fixed from time to time by resolution of the Board of Directors, or by call of the President. The Board of Directors shall hold its regular Annual Meeting in conjunction with and at the place of the annual meeting of the membership. Upon the written request of a quorum of Board members, the Secretary shall call a special meeting of the Board of Directors.

Section 5.  The Board of Director's' may appoint Association committees, fill any vacancies or change the membership in Association committees. The Board may, by resolution, delegate such authority to the Association President. The Board of Directors shall have the power at all times to abolish any Committee.

Section 6.  The Board of Directors may employ whatever personnel they deem necessary, and for which funds are available, to aid in the management and programs of the Association and may authorize the expenditure of Association funds in any other manner provided such actions are in the proper furtherance of the purposes of the Association.

ARTICLE V. - Dues

Section 1.  The amount of dues as well as the time for their payment shall be determined from time to time by action of the Board of Directors.

Section 2.  Any Association Officer, having honorably served at least one full term in office, may, by a two thirds vote by the Board of Directors, be granted one year’s paid membership for each year served.

ARTICLE VI. - Officers

Section 1.  The officers of the Association shall be:  President, Vice President, Secretary and Treasurer. The offices of Secretary and Treasurer may be held by the same person.

Section 2.  The officers shall be elected from the membership of the Board of Directors by plurality vote of the Directors at their regular Annual Meeting. Vacancies occurring between such elections may be filled for the unexpired term by the Board of Directors at any Board meeting or by mail ballot.  Any officer may be removed from office by the affirmative vote of two-thirds of the whole Board of Directors.

Section 3.  All officers shall take office immediately upon election and hold office for one year or until their successors shall have been elected and qualified.

Section 4.  The President shall preside at all meetings of the Association and of its Board of Directors, shall oversee and coordinate such Committees as are authorized by the Board of Directors, shall be a member ex-officio of all such Committees and shall carry on those other responsibilities assigned to him (her) by the Bylaws and by the Board of Directors.

Section 5.  The Vice President, during the absence or temporary incapacity of the President, shall perform the duties and have powers of the President.

Section 6.  The Secretary shall keep all Association records, except financial records, including minutes of meetings, roster of members, lists of Committees and their members. He or she shall also send out notices of meetings, receive applications for membership, and discharge all of the usual secretarial functions of the office required herein or by the Board of Directors. The Secretary shall also maintain a permanent mailing address, preferably a local post office box, for the Association and direct incoming correspondence to the appropriate Association official.

Section 7.  The Treasurer shall keep all financial records of the Association and have charge of its funds. He or she shall keep all of the Association's funds in a bank approved by the Board of Directors and in the name of the Association.  He or she shall disburse such funds of the Association under the direction of the Board of Directors. Withdrawals shall be made by checks signed in such a manner as may be approved by the Board of Directors. A Treasurer's report shall be prepared for each meeting and an annual audit shall be prepared and submitted at the' Annual Meeting.

Section 8. All officers shall have such other powers and duties as are required by law.

ARTICLES VII. - Fiscal Year

Section 1.  The fiscal year of the Association shall commence on the first day of January and end on the last day of December.

ARTICLE VIII. – Meetings

Section 1.  The Annual Meeting of the members of the Association shall be held at the time and place designated by the Board of Directors.

Section 2.  Regular meetings of the members of the Association shall be held monthly at the time and place fixed by resolution at the previous meeting or as designated by the President or by the Board of Directors.

Sub-section A.  Formal Association business may be permitted to take place in the electronic bulletin boards maintained by the Association on the internet at www.massatv.org .  Forums for this purpose will be clearly labeled as being the Official Association Business Forum.    Business matters transacted in such forums will be considered a "Virtual or Online Meeting" and may be ongoing and need not be declared adjourned.  The "Chair" of such a "Virtual Meeting" meeting will be the President with order being maintained in his absence by the Vice President and or forum moderators appointed by the Board of Directors.  Questions may be voted on by electronic polls or the solicitation of yea's and nay's accompanied by voting member's names and posted to the forum thread in question. A member shall be deemed "present" at such "virtual meetings" by logging into the forum with an authenticated password and posting to the question and or voting in an electronic poll attached to the question.  Any formal business submitted to the membership for consideration online shall remain open for at least 72 hours to permit members to "attend" to the business and gather sufficient responses to form a quorum on the subject.   Any question put to a vote by an online quorum of members shall remain open for at least 72 hrs.

Sub-section B.  The President and or Board of Directors may, without notice, suspend the transacting of any Association business taking place on the internet for any reason including but not limited to:  any violation of any Federal, State or local laws; any real or perceived compromise of electronic security or identity authentication;  any determination by the Board of Directors that the online transacting of it's business is inherently unfair or inadequate to protect or further the goals of the Association.

Sub-section C.    The Association shall not be required to provide online meetings and should not be held liable for failing to provide such online access.

Section 3.  Written and or electronic notices of the time and place of the annual and all other physical meetings of the membership shall be prepared and distributed to the membership by the Secretary.

Section 4.  Special meetings of the Association may be called by the Board of Directors or by the President or by any group of twenty active members by giving adequate written notice of the time, place, and purpose of such special meetings.

Section 5. Ten active members along with two officers or an officer and another director shall constitute a quorum.  Any formal action taken at any meeting of the membership shall require a majority vote of those active members present.

ARTICLE IX. - Election Procedures

Section 1.  A Nominating Committee of at least 3 persons shall be appointed by the Board of Directors from the active members.

Section 2.  The Nominating Committee shall place in nomination candidates for election to the Board of Directors for each prospective vacancy from among the names of the Association's active members.

Section 3.  The Nominating Committee's slate of candidates who are willing to serve, shall be shown on the official ballot, which also shall provide spaces for write-in candidates. The official ballots shall be distributed to the qualified voting members. They shall then immediately mark the ballots and deposit them unsigned in the ballot box. Subsequently, distribution will be made to qualified voting members through the mail at least 30 days in advance of the Annual Meeting by the Secretary. Ballots must be returned to the Secretary no later than 5 days prior to the Annual Meeting. In each instance, a Tally Committee of two or three members shall be appointed to count the ballots and announce the names of those elected to the Board of Directors. All ties will be decided by a run-off ballot.

ARTICLE X. - Amendments

Section 1. These Bylaws may be amended by the affirmative vote of two thirds of the active Club members present at any physically attended Membership Meeting if a quorum of Directors is also present, by mail ballot or in such other form as may be approved by the Board of Directors