ARTICLE I

Section 1: Name & Location

The name of this Corporation shall be called C.M.T./ABATE, INC.: it shall have and continuously maintain in the State

of Tennessee a registered office and a registered agent, whose office shall be identical with such registered office. The registered office shall be designated by duly adopted resolution of the Board of Directors.

Section 2: Organization

This Corporation shall be organized as a non-profit Corporation under the Tennessee Code Annotated.

Section 3: Objects and Purposes

A. The objects and purposes of the Corporation shall be to form a united motorcyclist’s organization both at the individual local level and at the state level. The Members of the Corporation shall dedicated to promoting fair motorcycle legislation and shall insure their freedom by working to prevent enactment of, or to repel/modify existing unfair motorcycle legislation. The Corporation’s Members shall promote motorcycling safety programs.

B. The Corporation shall oppose discrimination that is based upon age, race, creed, color, religion, national origin, gender, and sexual preference, brand of motorcycle, membership or non-membership in any organization. {Revised: 11/25/02-PRL}

Section 4: Board of Directors

The affairs of the Corporations shall be managed by the Board of Directors consisting of, but not limited to Corporate Director, Assistant Corporate Director, Corporate Secretary, Corporate Treasurer, one Committee Chairperson for each committee, and on Charter Representative for each Charter.

Section 5: Membership

A. Members: Any person who has applied for Membership, and has paid their yearly dues, shall be designated as a Member.

(1) Group membership is to be call “Active Supporter of C.M.T./ABATE, INC.” A framed certificate will be sent to the Charter signing up the group membership and that Charter will present the certificate to the group representative. This is a non-voting position. This membership will be defined in the By-Laws. {Revised 01/11/2002-PRL}

(2) A Member voting on corporate issues shall have one (1) vote, which shall be cast at their Charter of record. {Revised 01/11/2002-PRL}

(3) The charter of record shall be the charter in the same geographical region unless the member request otherwise. Members may change their charter of record by submitting their request in writing to the state office. Members who do not desire a specific charter may register as an at large member. {Revised 12/15/2002-PRL}

B. Dues: The Board of Directors, from time to time by resolution, may change the annual dues that the Membership is required to pay to the Corporation. The first annual dues shall be due and payable on the anniversary date of the Member’s admission to the Membership. Membership shall be non-assessable, non-transferable, and non-assignable.

C. Membership Card: The Board of Directors shall provide for the issuance of Membership cards. Each card shall state the period for which it is valid. The form, size, and content of the Membership card in all other respects shall be fixed from time to time by resolution of the Board of Directors. The name and addresses of each Member and the date of issuance of the Membership card shall be entered into the records of the Corporation.

D. Termination of Membership. The Membership of any Member of the Corporation shall automatically terminate:

(1) On written request for such termination delivered to the offices of the Corporation personally or by United States Mail.

(2) Upon the death of the Member.

(3) Conduct of a Member at meetings and events that are deemed to be detrimental to C.M.T./ABATE, INC. shall be grounds for dismissal by a majority vote of the Officers concerned. If the situation is not resolved with Officers concerned, then the matter may be brought to the Board of Directors. A hearing will be available to the said Member at his/her request. A panel of five (5) will be selected from the Membership by random drawing of names to hear the case. Decisions of this panel will be final pending appeal to the Board of Directors.

Section 6: Powers

To accomplish the purposed for whom the Corporation was formed, it shall exercise all the powers conferred upon it by statue and its By-Laws.

ARTICLE II

BOARD of DIRECTORS

Section 1: General

A. Term of Office and Elections

(1) The Corporate Director, Assistant Corporate Director, Corporate Secretary and Corporate Treasurer shall be elected every two (2) years. The Corporate Director and Corporate Secretary shall be elected every even year. The Assistant Corporate Director and Corporate Treasurer shall be elected every odd year in order to provide continuity to the Corporation.

(2) Members wishing to be candidates for the office of Corporate Director, Assistant Corporate Director, Corporate Secretary, or Corporate Treasurer shall submit resumes to the Board of Directors at least sixty (60) days prior to the date of elections on the appropriate years, per Article 2, Section 1, ItemA.1.

(3) The Corporate Director, Assistant Corporate Director, Corporate Secretary, and Corporate Treasurer shall be elected by a vote of the Membership at the Board of Directors Meeting in the month of March of the appropriate year.

(4) There shall be a sixty (60) day transition period for the new Corporate Officers and to acquaint themselves with their new office.

(5) Charter Directors shall be elected by their local Members at the discretion of the local Charter, or within sixty (60) days of receiving confirmation from the Corporate Office of the local Charter’s acceptance into the Corporation, and shall serve until the next election takes place.

(6) Vacancies on the Board of Directors shall exist: (A) On the death, resignation, or removal of any Director: or (B) failure by any Board Member to attend regular Board of Directors Meetings on two (2) consecutive occasions unless excused by action of the Board of Directors.

(7) Vacancies on the Board of Directors shall be filled by the Board of Directors at its next regular meeting or at a special meeting called for that purpose. The Board of Directors shall not be limited to its own ranks in filling such vacancies.

B. Reimbursements: Executive Officers and Chairpersons may not normally receive reimbursements, unless having prior approval by the Board of Directors. However, Charter Reps. May be entitled to reimbursement From Charter accounts. Reimbursement amounts shall be approved at the discretion of their Charter Members from the respective Charter’s accounts.

C. General Powers: All corporate powers shall be exercised by or under the authority of, and the Board of Directors shall control the business and affairs of the Corporation. {Corrected 1/11/2002-PRL} The Board of Directors shall arrange for the publication of an official newsletter for the organization, and for quarterly meetings of the Board of Directors and shall coordinate and/or arrange for such other programs of events that may be appropriate from time to time.

D. Special Meetings: Special meetings of the Board of Directors may be called by the Corporate Director or any three (3) Members of the Board of Directors and such meetings shall be held at the principle office of the Corporation of at any other place so to be considered and the date, place, and hour of the meeting and notice of such special meeting shall be mailed to each Board Member at least fourteen (14) days before the day on which the meeting is to be held. Business considered and acted upon shall be limited to that stated in the notice for the special called meeting.

E. Attendance: Meetings of the Board of Directors shall be open. Guests are welcomed but must be put on the agenda to speak. Requests for items to be placed on the agenda of the regular board meetings shall be submitted to the Corporate Director not less than ten (10) days prior to the meeting. Participation by persons other than Board Members in meeting discussions or presentations shall be at the discretion of the Corporate Director.

F. Quorum: Three fifths (3/5) of the then existing Membership of the Board of Directors shall constitute a quorum for the transaction of business. No meeting may be legally convened unless a quorum is present. Unless otherwise specified by provision of these By-Laws a simple majority shall be sufficient to carry a motion.

G. Rules of Order: Robert’s Rule of Order, as revised, shall be the parliamentary authority in all meetings of the Board of Directors.

H. Executive Meetings: Executive meetings of the Board of Directors and its committees may be held on sensitive issues at the discretion of their respective chairpersons.

I. Voting: The Corporate Director, Assistant Corporate Director, Corporate Secretary, Corporate Treasurer, Committee Chairpersons, and Charter Representatives shall have voting power at all Board of Directors meetings. In addition, such Officers appointed by the Board of Directors per Article III, Section 4, may be given voting power. Proxy votes are allowed only by approved representation. The Corporate Director votes only in the case of a tie vote. All votes will be taken on a roll call basis.

J. Notice of Board of Directors Meetings: Written notice of regular Board of Directors Meetings shall be mailed at least ten (10) days prior to the meeting. Notice shall include time, place, and date of meeting.

ARTICLE III

Section 1: Officers

The Officers of the Corporation shall be a Corporate Director, who shall also serve as Chairman of the Board of Directors and whose working title shall be Executive Director of the Corporation: an Assistant Corporate Director, who shall serve as Vice-Chairman of the Corporation: a Corporate Secretary who shall serve as Secretary of the Corporation: a Corporate Treasurer who shall serve as Treasurer of the Corporation: a Charter Representative from each of the Charters, each of whom shall serve as Assistant Vice-Chairmen of the Corporation. Other Officers may be appointed in accordance with Article III, Section 3, of these By-Laws. The Board of Directors shall not be limited to their own ranks for the appointment of such additional Officers.

Section 2: Executive Officer election and Term of Office

Each Officer elected every two (2) years by the Board of Directors shall hold his/her office until his/her successor shall have been duly elected and qualified, or until his/her death, or until he/she shall resign or shall have been removed from office in the manner hereinafter provided in Article III, Section 12.

Section 3: All Board of Directors Positions

Any position on the Board of Directors must be a Member in good standing of C.M.T./ABATE, INC. for a period of at least one (1) year. These time requirements will be waived for the Charter Representatives.

Section 4: Corporate Director

The Corporate Director shall be the chief executive Officer of the Corporation and shall, in general be subject to the control of the Board of Directors, supervise and control all business and affaires of the Corporation. He/She shall perform such other duties as from time to time may be assigned by the Board of Directors. If the Corporate Director cannot complete his/her term, the Assistant Corporate Director will finish the term of office. The position of the Assistant Corporate Director will then be filled by a special election.

Section 5: Assistant Corporate Director

The Assistant Corporate Director shall, in the absence of the Director, perform all duties required of, and have all the powers of the Corporate Director and act as an ex-officio Member (this means by virtue of office or position) of all standing committees. He/She shall perform such other duties as from time to time may be assigned by the Board of Directors or the

Corporate Director. If the Corporate Director cannot complete his/her term, the Assistant Corporate Director will finish the term of office. The position of the Assistant Corporate Director will then be filled by a special election. {Revised 6/11/00-CZ}

Section 6: Corporate Secretary

The Corporate Secretary shall: (A) Certify and keep at the principal office of the Corporation the original or copy of its By-Laws as amended: (B) Keep at the principal office of the Corporation or at such other place as the Board of Director’s may order a book of all Board of Director’s meetings with time and place of holding, whether regular or called and if called, how authorized. (C) See that all notices are duly given in accordance with the provisions of the By-Laws or as required By Law: (D) In general, perform all duties incident to the office of Corporate Secretary and such other duties as from time to time may be assigned to him/her by the Board of Directors.

Section 7: Corporate Treasurer

The Corporate Treasurer shall deposit all funds of the Corporation and maintain a record of the income and disbursements of such funds. He/She shall keep accurate books of accounts and report to the Board of Directors as to the financial condition

of the Corporation. Withdrawals from the Corporation funds shall be made by checks signed by two (2) of the Executive Officers, upon whom such power shall have been conferred by the Board of Directors. The Corporate Treasurer shall keep a copy of the records at the office and make this information accessible to anyone upon written request. He/She shall submit to the newsletter for publication, a monthly financial statement that would include a beginning and ending balance.

Section 8: Division Coordinator

The Division Coordinator will aid the Corporate Director or any Board Member in his/her Grand Division in the State of Tennessee. The Division Coordinator must submit a resume to the Board of Directors and shall be appointed by the Board of Directors at its regular board meeting. Their term runs concurrent with Corporate Director. This is a non-voting position.

Section 9: Additional Officers

The Board of Directors may appoint such other Officers as the business of the Corporation may require, each of whom shall hold office for such periods, have such authority and perform such duties as are provided by these By-Laws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any Officer or Committee the power to appoint any additional Officers.

Section 10: All Board of Directors Positions

Any position on the Board of Directors must be a Member in good standing of C.M.T./ABATE, INC. for a period of one (1) year. The time requirements will be waived only for Charter Representatives.

Section 11: Resignation

Any Officer may resign at any time by giving written notice to the Corporate Director or to the Corporate Secretary. Any such resignation shall take effect at the time specified herein or at the decision of the Board of Directors, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 12: Removal

A. Executive Officers: The Board of Directors may remove from office any Officer elected by that body, at any time either with or without cause, by a two-thirds (2/3) vote, a quorum being present.

B. Local Officers: The Membership of any local Charter may at any time, remove from office any Officer elected by that body, with cause by recall of the majority vote of the Membership of the Charter. {Revised 6/11/00-CZ}

C. Appointed Officers: In the case of any Officer appointed by the Board of Directors, by any Committee or Superior Officer, that Officer may be removed from office by the Board of Directors.

D. Property of the Organization: Upon completion of their term or removal from office, all Officers or Committee Chairpersons shall surrender to the Board of Directors immediately, (within 30 days) all documents and property of C.M.T./ABATE, INC. in their possession.

ARTICLE IV

Miscellaneous Provisions

Section 1: Contracts

The Board of Directors, except as otherwise provided by these By-Laws may by resolution authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized. No Officer, agent, Member, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or amount.

Section 2: Annual Reports

The Corporate Director shall cause to be prepared and submitted to the Board of Directors an annual written report, including a financial statement form to Corporate Treasurer. The Tennessee Motorcyclist Newsletter shall distribute such reports to the membership. {Corrected 01/11/2002-PRL} The Corporate Director shall also cause to be prepared all reports necessary for governmental agencies an cause to be paid all taxes and other charges against the Corporation and make sure that all governmental reports are filed in a timely manner.

Section 3: Corporate Seal

The Board of Directors may adopt and use a Corporate Seal to be affixed on all corporate instruments at the direction of the Board of Directors.

Section 4: Fiscal Year

The fiscal year of the Corporation shall be from January to December of each year.

Section 5: Events

All events will be planned at least two (2) months in advance except in an emergency or under special circumstances. Members should be notified at least one (1) month in advance of said events.

Section 6: Personal Liability

No Member of this Corporation shall be personally liable for the debts, liabilities, or obligations of the Corporation.

ARTICLE V

Local Organizations

Section 1: Organization

A. General: A local organization may be chartered by act of the Board of Directors in any area of the State where there are ten (10) or more Members living who request in writing that the Board of Directors grants such a Charter. Each local Charter will operate as a non-profit segment of the organization in accordance with the By-Laws.

B. Probation: Once a local Charter is formed, they will be required to serve a ninety (90) day probationary period before being granted official status as a Charter of C.M.T./ABATE, INC. by the Board of Directors.

C. Charter Discipline: In order to protect the integrity of the organization and to maintain accountability to the Membership, the Board of Directors shall maintain certain powers of discipline over the Local Charter.

1. In the event that any two (2) of the major offices of the local Charter remain vacant for a period exceeding three (3) months, the Board of Directors may at such times deem a Charter inactive. At such time, all assets of the local Charter would revert back to the Corporation General fund. Where the assets will be held for that Charter’s reinstatement into C.M.T./ABATE, INC. for a period of six (6) months. Should the local Charter not to make an attempt to make application for reinstatement as per Article V, Section 1-A, within a six (6) month period the assets would then remain in the Corporation General Fund.

2. In the event that the Officers and/or the Membership of any local Charter fails to conduct the business and affairs of C.M.T./ABATE, INC. in such a manner that would not reflect well on the Corporation as a whole, or if a local Charter fails

to send a Charter Representative to the regular Board of Directors meetings, and unless excused by an action of the Board of Directors. The Board of Directors may issue a written request placing the local Charter on probation, freeze the local Charter assets, or revoke the local Charter’s status in C.M.T./ABATE, INC. At the time of such disciplinary actions, the local Charter may ask for an appeal, which would be heard by the Board of Directors. Decisions by the Board of Directors will be final.

Section 2: Purpose

The primary purpose of these Local Charters shall be to help to improve the effectiveness of the Corporation in obtaining its goals.

Section 3: Officers

A member in good standing cannot hold an officers position in a charter that is not their charter of record. {Revised 12/15/02-PRL} The number of Officers of each Local Charter will be left up to the individual Charter; however, every Local Charter shall elect the following Officers:

A. Charter Director: A Charter Director shall be elected by the Members of the Local Charter at their discretion, or within sixty (60) days of receiving confirmation from the Corporate Office of the Local Charter’s acceptance into the Corporation, and shall serve until the next election takes place.

B. Assistant Charter Director: The Assistant Charter Director shall act in place of the Charter Director in the event of absence.

C. Charter Secretary: The Charter Secretary shall keep accurate minutes of all local meetings, copies of which shall be forwarded promptly to the Corporate Secretary before the 10^th of each month and the Charter Secretary shall keep the Newspaper Chairman informed on the time and place of the local meetings. The Charter Secretary will also be responsible for informing the Corporate Office of any change in Officers pertaining to their local Charters.

D. Charter Treasurer: The Charter Treasurer shall maintain a record of income and distribution of all funds and report monthly to the Corporate Treasurer on the financial condition of the local Charter. And also forward Membership funds to the Corporate Treasurer in the form of a Charter Check.

E. Charter Bank Accounts: Each local Charter shall maintain a checking account, in the name of the local Charter, to be administered by the Charter Treasurer. Each account shall require two (2) signatures for the withdrawal of funds in the account. The Corporate Director, Corporate Treasurer, and Office Manager of the Corporation shall also be required to be on all checking accounts, for the purpose of random audits or if the Board of Directors rules disciplinary action for a Charter. Each Charter Treasurer shall be subject to a maximum limit of $ 3,000. All excess funds over the limit shall be forwarded to the Corporate Treasurer once a month and will go into the Corporation’s General Fund for growth of C.M.T./ABATE, INC. The local Charter Treasurer will be required to file a revenue and expense report on the excess funds. Funds in the Charter Treasury shall be used only for payment of such reasonable and necessary expenses as may be incur by the local Charters in the normal operation of business.

F. Local Contributions to the Corporate Treasurer: In order to maintain the programs administered by the Corporation; local Charters shall contribute 100% of all Membership dues, 40% of any profits from activities held by the local Charter shall be forwarded within ten (10) working days to the Corporate Treasury.

G. Alternate Offices: If it is deemed desirable by the local Charter, the offices of Secretary and Treasurer may be combined.

ARTICLE VI

Section 1: Notices

Whenever any notice is required to be given to any Director or to any other person by statute of these By-Laws, whether of meeting or for some purpose, it may be given personally or sent to such Directors by mail, telegram, telephone, or other form of communication.

Section 2: Waiver of Notice

A Director may waive notice in any manner, and such waiver shall be deemed equivalent to having received said notice. All such waivers shall be filed with the records of the Corporation.

ARTICLE VII

Section 1: Effective Date

These By-Laws shall become effective immediately upon acceptance by a two-thirds (2/3) majority vote of the assembled Membership of the Board of Directors.

Section 2: Amendments

These By-Laws may be amended or repealed at any regular meeting of the Board of Directors by a two-thirds (2/3) majority of all Members present, provided:

A. That the meeting is legally convened with a quorum present.

B. That notice of the nature of the proposed amendment or repealer shall have been given at the last previous meeting of the Board of Directors.

C. That a written copy of the amendment or repealer shall have been mailed with the notice of the meeting to each Charter Director.

Section 3: Effective Date of Amendments

Amendments to these By-Laws shall become effective immediately upon adoption unless otherwise designated by the Board of Directors. Any proposed amendment to these By-Laws must be printed in the organization’s newsletter prior to any vote on said amendment.

Section 4: By-Laws Review

The Board of Directors shall be required to review the organization’s Constitution, By-Laws, and Amendments, and Resolutions per discretion of the Board of Directors or as the Membership demands it.

C.M.T./ABATE, INC.

BY-LAWS

APPROVED AND ADOPTED

DATE

Name____________________ Position____________________________

Witness:_______________________

Petition To Form a C.M.T./ABATE, INC. Charter

The following signatures comprise ten (10) paid Members Of C.M.T./ABATE,

INC. who wish to form a new Charter and conduct business according to the

By-Laws of this organization.

1.__________________________________

2.__________________________________

3.__________________________________

4.__________________________________

5.__________________________________

6.__________________________________

7.__________________________________

8.__________________________________

9.__________________________________

10._________________________________

Charter Name:__________________________________

Meeting Time and Place:__________________________

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Last modified: May 21, 2006