BY-LAWS FOR THE NANTAHALA RACING CLUB, INC

BY-LAWS FOR THE NANTAHALA RACING CLUB, INC.

a non- profit North Carolina corporation

Article I. Offices

Section 1.1 Principal Office

Article II. Membership

Section 2.1 Eligibility and Classes of Membership

Section 2.2 Voting Rights and Privileges

Section 2.3 Duration of Membership

Section 2.4 Meetings

(a) Annual meetings

(b) Special meetings

(d) Quorum

Article III. Board of Directors

Section 3.1 Duties

Section 3.2 Number and Terms

Section 3.3 Resignations and Vacancies

Section 3.4 Honorary Directors

Section 3.5 Special Directors

Section 3.6 Meetings

(a) Regular and special meetings

(b) Notice

Article IV. Officers

Section 4.1 Elected Officers

Section 4.2 Duties of the Officers

(a) President

(b) Vice-President

(d) Treasurer

(e) Coach

Article V. Committees

Section 5.1 Special Committees

Article VI Miscellaneous

Section 6.1 Procedure

Section 6.2 Fiscal year

Section 6.3 Books and records

Section 6.4 Reports

Section 6.5 Compensation

Section 6.6 Consultants

Section 6.7 Non-stock corporation

Section 6.8 Distribution and Dissolution

Section 6.9 By-laws amendment

BY-LAWS FOR THE

NANTAHALA RACING CLUB, INC.

Article I. Offices

Section 1.1. Principal office. The club shall have its principle office at the Nantahala Racing Club, Inc., U.S. 19 W, Box 41, Bryson City, Swain County, North Carolina, 28713. It may maintain such other offices as designed by its Board of Directors from time to time.

Article II. Membership

Section 2.1. Eligibility and Classes of Membership. Membership is the Club shall be open to any individual or organization that wishes to support the goals and activities of the Club. Membership shall be evidenced by payment of an annual contribution determined by the Board of Directors. The Board of Directors may also establish from time to time special memberships recognized special contributions to the goals of the organization.

Section 2.2. Voting Rights and Privileges. A member in good standing shall have one vote, which may be exercised in physical presences or written proxy at any meeting. In the case of annual elections of directors, the vote may also be exercised by mail ballot. All membership categories shall have only one vote per membership. In addition to the right to vote, each individual member or a representative of a group membership shall be entitled to attend all functions open to the membership of the Club and to receive free of charge all publications of the Club distributed to its general membership. Members shall also be entitled to any additional privileges authorized by the Board of Directors from time to time.

Section 2.3. Duration of Membership. Members who have made contributions payable annually to the Club shall hold membership until the annual renewal date of December 31. All membership renewals shall be due on January 1, with the exception of new members who have made payment in the ninety (90) days prior to the renewal date. Their memberships shall continue until December 31 of the following year. A member may be retained on the membership roll for three months after expiration of his/her membership to allow time for payment of his/her annual contribution. No member shall be entitled to vote at any regular or special meeting unless the required dues have been paid for more than thirty (30) days prior to such meeting.

Section 2.4. Meetings.

(a) Annual meeting. An annual meeting of the members of the Club shall be held during the fourth quarter of its fiscal year. For the election of Directors to succeed those whose terms of office expire in the year of such meeting and for the transaction of any other business that may lawfully be submitted to the membership for a vote. The meeting shall be held at such place, date and hour as determined by the Board of Directors and specified in the notice of the meeting.

(b) Special meetings. At any time the interval between annual meetings, special meetings of the members of the Club may be called by the President of the Club or by a majority vote of its Board of Directors. A special meeting shall be called by the President upon written request, signed by 10% if the membership. The petition shall state the purpose of the proposed meeting.

(c) Notice of meeting. No less than thirty (30) days before the date of an annual meeting or fifteen (15) days before the date pf a special meeting, the Secretary shall give to each member written notice stating the date, place and hour of the meeting and, in the case of a special meeting or in the case of an annual meeting at which any special action shall be taken, the purpose or purposes for which the meeting is called or the special action which is proposed to be taken.

(d) Quorum. A quorum at all meetings of members of the Club shall consist of those members attending. A simple majority of votes shall be required to transact any business at an annual or special meeting.

Article III. Board of Directors

Section 3.1. Duties. The policy-making body of the Club shall be a Board of Directors, hereinafter referred to as the “Board”. The Board shall have general supervision over and charge of the property, affairs, and finances of the Club.

Section 3.2 Number and Terms. The Board shall be composed of not less than 3 nor no more than 7 Directors, the exact number to be determined from time to time by the Board. The Directors that also serve as Club Officers will serve a term of one year while Directors elected by the members exclusively to the Board shall serve terms of two (2) years. New Directors shall be elected by the members of the Club at its annual meeting.

Section 3.3 Resignation and Vacancies. Resignations from the Board must be submitted in writing and accepted by the Board. The Clubs Board recognizes that regular attendance at Board meetings is vital to the success of the Club. Therefore, if any Director is absent from three (3) consecutive meetings, without prior explanation to the Board, the Director shall be asked to submit his/her resignation from the Board.

In the case of vacancies on the Board, the Board may elect a new Director for a term ending at the next annual meeting of the members, when a successor shall be elected by the members to serve for the balance of the term.

Section 3.4 Honorary Directors. Honorary Directors may be elected to the Board by members upon recommendation of the Nominating Committee in order to recognize extraordinary service to the Club. Honorary Directors shall retain that title for life. They are non-voting members of the Board.

Section 3.5. Special Directors. Special Directors may be appointed to the Board to serve as representatives of organizations, which actively support the Club. The Board may determine those organizations, which merit official representation. These Directors shall be voting members of the Board and shall serve for a one-year term.

Section 3.6. Meetings

(a) Regular and special meetings. The Board shall meet at least two (2) times per year, at such times as may be determined by the President. However, the Annual Board Meeting will be held in conjunction with the Annual Membership Meeting. Meetings shall be held at such place as determined by the President. Special meetings of the Board may be called at any time by the President, or by majority vote of the Directors.

(b) Notice. Notice of the time and place of each meeting of the Board shall be given to each Director not less than three (3) days prior to the meeting. If the meeting is a special meeting the notice must specify the purpose for which the meeting is being called.

(c) Quorum. A quorum of the Board shall consist of at least one-half (1/2) of the number of voting Directors. The action of a majority of the Directors present at a duly constituted meeting at which a quorum is present shall constitute the action of the Board.

Article IV Officers

Section 4.1. Elected Officers. The elected officers of the Club shall be a President, Vice-President, Secretary, and Treasurer. The Board is further authorized to create such other additional office positions, as it shall deem necessary from time to time. Officers shall be elected by the general membership and automatically serve on the Board of Directors. Terms of the Officers are on year beginning at the Annual Membership Meeting. Any vacancy in any office may be filled for the unexpired portion of the term by a vote of the Board.

Section 4.2 Duties of the Officers.

(a) President: The President shall be the first executive officer of the Club and shall have the general and active management of the business affairs of the Club, subject to the direction of the Board. The President shall preside at all meetings of the members and of the Board and hall appoint all standing and special Committees. The President shall sign and execute all deeds, mortgages, conveyances, contracts, and any other like documents in the name of the Club. In the absence or incapacity of the Treasurer, the President may sign checks, drafts, notes, and orders for the payment of money of the Club. The President shall perform such other duties as shall be required of him or her by the Board. The President shall have a vote on all matters considered by the Board and shall act as an agent for the Board in all communications with the staff employed with the Club.

(b) Vice- President: The Vice-President, in the absence, sickness or other disability of the President, shall perform all of the duties and exercise all of the authority of the President and shall perform such other duties as may be required of him/her by the President of the Board.

(c) Secretary: The Secretary shall keep the minutes of all the meetings of the members and the Board meetings and shall send copies of the minutes to the Directors. The Secretary shall notify all members and Directors of all general and special meetings and shall perform such other duties as shall be required by him/her by the President or the Board.

(d) Treasurer: The Treasurer shall receive all monies of the Club and have custody thereof. He/she shall cause such monies to be deposited in one or more banks, selected by the Board, to be disbursed in accordance with the instructions of the Board and upon the signature of persons designated by the Board. He/she shall receive and have custody of all deeds, securities, notes, contracts and other financial papers of the club. He/she shall sign such papers as are required by the office or as instructed by the Board and shall perform other duties incident to that office as required by the Board.

(e) Coach: The Board may, when a majority thereof shall deem necessary and advisable, employ a Coach. The Board of Directors prior to the hiring of a Coach shall determine the duties of the Coach. He/she shall receive compensation for services according to the staff structure approved by the Board.

Article V. Committees.

Section 5.1. Special Committees. Special committees may be appointed by the President and Board to assist in the conduct and management of the Club affairs or projects. The Board shall define the powers and duties of these Committees. The Chairperson of each committee shall be appointed by the President. Members of any committee need not be Directors.

Article VI. Miscellaneous

Section 6.1. Procedure. “ Robert’s Rule of Order, Latest Edition” shall be used as a guide for the conduct of the meetings where not on conflict with these by-laws and shall be referred to and compiled with on all questions of a parliamentary nature.

Section 6.2. Fiscal Year. The fiscal year of the club shall be from January 1 to December 1.

Section 6.3. Books and records. All books and records pertaining to the affairs of the Club shall be kept at the permanent office of the Club and all correspondence shall be received at that address.

Section 6.4. Reports. Each year the Club shall issue and circulate to all its members an annual report describing the year’s activities and including a detailed financial report. This report shall be mailed in conjunction with the annual meeting of the Club.

Section 6.5. Compensation. With the exception of the Executive Director, no officer or Director of the Club shall receive any compensation for the performance of his/her duties as an Officer or Director of the Club.

Section 6.6. Consultants. The Board may invite personnel, experts, consultants, and authorities from the various fields of education and culture to meet with, consult, and advise the Board and/or any Committee or staff member of the Club. The Board may contract to employ personnel, consultants, experts and authorities to perform services for, advise and consult with the Board and/or any Committee or staff member subject to a majority vote of the Board.

Section 6.7. Non-stock Corporation. This corporation is organized on a non-stock basis and all proceeds shall be expended solely to carry out the purpose of this corporation, which is charitable.

Section 6.8. Distribution and Dissolution. Upon dissolution of this corporation, all assets remaining after payment of all coasts and expenses of such dissolution shall be distributed to the American Canoe Association, Inc, Dixie Division.

Section 6.9. By-laws Amendment. These by-laws may be amended or new by-laws adopted by the general membership at any Annual or special meeting, providing that notice of the proposed changes has been issued to all voting members at least thirty (30) days prior to said meeting. A majority of two-thirds of those present is required for acceptance of proposed by-laws amendments.