By-Laws

Oregon Scooter Club/Vespa Club of Oregon

An Oregon Non-Profit Mutual Benefit Corporation

By-Laws

Adopted October 22, 2002

Amended December 15, 2004

Amended May 25, 2006

Article 1: Statement of Purpose

The Oregon Scooter Club/Vespa Club of Oregon is a 501 (c) (7)

designated non-profit scooter club dedicated to promoting safe riding,

good road manners and scooter awareness. We explicitly place no

barriers to membership on the basis of race, religion, gender, or

sexual orientation.

Article 2: Organization and Structure

A. Name

The name of this organization shall be the Oregon Scooter Club/Vespa

Club of Oregon (“OSC/VCO”).

B. Address

The principal office of OSC/VCO shall be established and maintained in

the State of Oregon, City of Portland at 3568 SE Gladstone Street,

Portland, Oregon 97202. The Board of Directors may change the

principal address from one location within the State of Oregon to

another location within the State of Oregon at their discretion. The

Secretary shall note any such change and the Board shall amend the bylaws

to reflect any such change.

C. Founders

The founders of the OSC/VCO are Jason Bailly, James Boehne, Debbie

Boehne, Scott Elder, Dave Fogarty, Kat Foster, Juaning Higgins, Roberta

Kent, Cassie Maringer, Becky McCabe, Dave McCabe, Rob Pennington, Tanya

Schneider, Tim Tate, Dillon Turner, Greg Walters, and Nicole Walters.

D. Board of Directors

There shall be a Board of Directors (“Board”) of OSC/VCO. The Board

shall have the powers and responsibilities as provided in Article 3

below.

E. Officers

There shall be at least a President, Vice President, Treasurer and

Secretary of OSC/VCO. Officers shall be elected by the members of

OSC/VCO and shall have the powers and responsibilities as provided in

Article 4 below.

F. Membership

There shall be a Membership of OSC/VCO, consisting of those qualified

applicants as defined in Article 5 below.

Article 3: Board of Directors

A. Composition of the Board of Directors

The Board of Directors shall consist of the Founders of OSC/VCO

(“Founding Directors”) who are members in good standing and who

volunteer to serve and such other Directors as the Board shall from

time to time elect, but not to exceed 13 Directors. The Board shall

have a minimum of five (5) members. (Amended May 25, 2006)

B. Powers of the Board of Directors

1. The governing body of OSC/VCO shall be the Board of Directors

(“Board”).

2. The Board shall have supervision, control and direction of

the management, affairs and property of OSC/VCO.

3. The Board may adopt, by majority vote, such policies, rules

and regulations for OSC/VCO as the Board shall deem necessary or

desirable.

4. The Board may amend the By-Laws of OSC/VCO as deemed

necessary or desirable.

5. The Board may employ such persons, including but not limited

to attorneys, trustees, agents and assistants, as in its judgment

are necessary or desirable for the administration and management

of OSC/VCO, and my pay reasonable compensation for the services

performed and expenses incurred by any such persons.

C. Responsibilities of the Board of Directors

1. The Board shall actively pursue the purposes and objectives

of OSC/VCO and supervise the disbursement of OSC/VCO funds.

2. The Board shall prepare the annual report and file it with

the Secretary of State.

D. Tenure of the Board of Directors

A Founding Director shall remain on the Board unless the Founding

Director dies, resigns, is no longer a member in good standing, is

absent without notification to Board for a period of 1 year, or is

otherwise so incapacitated as to be unable to perform his or her

duties. Any other Director shall remain on the Board unless he or she

resigns, or is removed from the Board by a majority vote of the

Founding Directors. (Amended May 25, 2006)

Article 4: Officers

A. Designation of Officers

There shall be at least a President, Vice President, Treasurer and

Secretary of OSC/VCO.

B. Election, Removal and Terms of Officers

Officers shall be members in good standing and are elected by majority

vote of the eligible members of OSC/VCO. Elections shall take place

annually at a meeting to be called for that purpose. Officers may be

removed by a majority vote of the Board of Directors at any Board

Meeting. If an Officer is removed, another election shall be held for

that Officer's position. Unless removed, each Officer shall serve a

term beginning with his election and termination at the election of new

Officers. (Amended May 25, 2006)

C. Duties of the President

The duties of the President shall be to:

1. Preside at all meetings of the club;

2. Call the annual OSC/VCO Board Meeting;

3. Call meetings for the election of officers;

4. Have general supervision of the affairs of the club in

accordance with the Board; (Amended May 25, 2006)

5. To personally represent the club on proper occasions and in

business contacts;

6. Appoint any person or committee not otherwise ordered by the

club;

7. Assist all other officers of the club in their records,

correspondence and other club duties.

D. Duties of the Vice President

The duties of the Vice President shall be to:

1. Assist club President with all club business and management.

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

E. Duties of the Secretary

The duties of the Secretary shall be to:

1. Keep a record of the minutes of each meeting and;

2. Handle all club correspondence.

F. Duties of the Treasurer

The duties of the Treasurer shall be to:

1. Collect dues of all members;

2. Maintain club financial records and deliver financial reports

to the club monthly;

3. Maintain club banking and bank account.

Article 5: Membership

A. Minimum Qualifications for Membership

Before being considered for membership, applicants shall be riders of

scooters and/or scooter enthusiasts.

B. Application for Membership and Waiver

An application for membership and waiver, as constructed and defined by

the Board of Directors shall be made available. The application and

waiver must be completed and returned to the Treasurer upon payment of

dues.

C. Dues

Each member shall pay dues regularly. To be eligible to vote, a member

must be in good standing. A member in good standing is a member who is

up to date with his/her financial obligations to OSC/VCO. The amount

and frequency of dues shall be determined by the Board. (Amended May

25, 2006)

D. Sanctions

Membership may be restricted or terminated at the discretion of the

Board.

Article 6: Contracts, Checks, Deposits and Funds

A. Contracts

The Board of Directors may authorize any officer or officers to enter

into any contract or execute and deliver any instrument in the name

and/or on behalf of OSC/VCO. Such authority must be in writing and may

be general or confined to specific instances.

B. Financial Instruments

All checks, drafts or other orders of the payment of money, notes or

other evidences of indebtedness issued in the name of OSC/VCO shall be

signed by such officer or officers of OSC/VCO as may be determined by

the Board of Directors. Such authority must be in writing and may be

general or confined to specific instances.

C. Deposits

All funds of OSC/VCO shall be deposited to the credit of OSC/VCO in

such banks, trust companies or other depositaries as the Board of

Directors may select.

D. Gifts

The Board of Directors may accept on behalf of OSC/VCO any

contribution, gift, bequest or devise for the general or for any

special purpose of OSC/VCO.

Article 7: Meetings, Voting and Quorum

A. Meetings of the Board of Directors

The President shall call an annual meeting of the Board of Directors.

The meeting shall be held at such time and place as the President shall

designate. All Directors must attend the annual meeting. In addition,

any Board member may call a Board meeting as deemed necessary or

desirable.

B. Other Meetings

In addition to Board meetings, the President may call such other

meetings as the President deems necessary or desirable. Meetings shall

be held at such time and place as the President shall designate.

C. Voting

When a vote of the Board of Directors is contemplated, a majority vote

of the Board shall be controlling. In the event of a tie vote, a

majority vote of the Founding Directors shall be controlling. Voting

shall take place during Board meetings. To initiate a vote, any

Director may move for a vote. A motion to vote must be seconded by

another Director. Once a motion to vote has been made and seconded, a

vote shall be had.

D. Quorum

Notwithstanding section 7 C above, regarding a meeting of the Board,

for any vote to be held a quorum must be present. A quorum shall

consist of two-thirds of the Directors.

Article 8: Dissolution

A. Dissolution on vote of Board of Directors

OSC/VCO shall be dissolved upon a majority vote of the Board of

Directors.

B. Distribution of Assets Upon Dissolution

Upon dissolution, all OSC/VCO assets shall be distributed to the

creditors of OSC/VCO, if any. Any remaining assets shall be

distributed among the current members of OSC/VCO in proportion to their

contribution to OSC/VCO, to be determined by the Board of Directors.

Article 9: Chapter clubs (Amended December 15, 2004)

A. Composition - OSC/VCO chapters are granted charters on the

following basis:

1. Any identifiable geographic location within the state of Oregon and

beyond a 25 mile radius of Portland's metro area where two (2) or more

OSC/VCO members reside.

B. Name - "OSC/VCO Chapter" will be included in the name of each

chapter.

C. Bylaws - Each chapter shall adopt bylaws defining the organization

and operation of the chapter, which will be effective upon approval of

the Board.

D. Charters - Chapter charters shall be subject to renewal by the

Board each fiscal year. Renewal of charter requires: (Amended May 25,

2006)

1. Adherence to the mission of OSC/VCO and provisions of the chapter’s

bylaws,

2. Retention of at least 5 active members in OSC/VCO,

3. A minimum of one (1) meeting a year,

4. A minimum of one (1) program or event per year.

E. Officers - Regional chapters will elect from among themselves one

(1) representative to serve as a Chapter Officer, based upon category

stated in chapter's bylaws for a 1-year term. Chapter Presidents will

serve on BOARD for 1-year term.

F. Funds - Chapters shall not levy dues. They may raise funds and

solicit contributions upon approval of the Board. The Board may

appropriate funds for the development and operations of chapters.

Chapters may request funds from the OSC/VCO Treasurer.