BYLAWS
OF
RICHMOND BMW RIDERS CLUB

ARTICLE 1. MEMBERS

Section 1. Classes of Members

The Corporation shall have one class of members. Each member shall have the right to participate in any annual or special meeting of the members and each shall have the right to vote on any matter for which a vote of the members is required.

Section 2. Status of Members

Anyone with an interest in motorcycles, irrespective of brand, shall be eligible to become a member of the Corporation and may apply for membership by indicating orally or in writing to any officer of the Corporation his or her desire to become a member and paying an application fee equal to the then applicable annual dues, which shall also constitute dues for the year in which he or she becomes a member. The application will be considered promptly by the Board of Directors. Unless an applicant is informed promptly that his or her application has been rejected by the Board of Directors, it shall be deemed accepted and the applicant will become a member. .The application fee of any person whose application is rejected will be refunded.

Section 3. Voting Rights

Each member whose annual dues have been paid in full shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4. Dues

Each member shall pay annual dues, the amount to be determined by vote of the membership as a whole, payable on the first day of January of each year.

Section 5. Termination of Membership

The Board of Directors, by unanimous vote, may suspend or expel a member for cause. Any member may resign by giving notice to the President or the Secretary. The membership of any member who fails to pay annual dues for two successive years shall be deemed terminated.

Section 6. Transfer of Membership

Membership in the Corporation is not transferable or assignable.

ARTICLE 2. MEETINGS OF MEMBERS

Section 1. Annual Meeting

An annual meeting of the members shall be held on the third Sunday in January of each year, beginning with the year 2008, for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting.

Section 2. Regular Meetings

Regular meetings of the members shall be held on the third Sunday of each month.

Section 3. Special Meetings

Special meetings of the members may be called by the President, any member of the Board of Directors, or any three members.

Section 4. Place and Time of Meetings

The place and time of each meeting shall be stated in notice of such meeting.

Section 5. Notice of Meetings

Written notice stating the place, day and hour of each meeting of members shall be communicated, by personal delivery, mail or email, to each member before the date of such meeting. In case of a special meeting or when required by law, the purpose or purposes for which the meeting is called shall be stated in the communication. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Corporation, with postage thereon prepaid. The Corporation’s newsletter, if otherwise meeting the requirements of this section. shall constitute notice of meetings of members.

Section 6. Quorum

The members holding 25% of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the voting members present may adjourn the meeting from time to time without further notice.

ARTICLE 3. BOARD OF DIRECTORS.

Section 1. Number and Term

The initial number of directors constituting the Board of Directors of the Corporation shall be six, consisting of the immediate past President, the President, Vice President, Secretary and Treasurer of the Corporation, who are directors ex officio, and one director at large. Each director shall hold office until the next annual meeting and until a successor is elected and qualifies.

Section 2. Election of Directors

Provided a quorum is present, directors, including ex officio directors, shall be elected at the annual meeting of the members of the Corporation by a plurality of the votes cast by the members entitled to vote in the election.

Section 3. Resignation

A director may resign at any time by communicating such resignation to the Board of Directors or the President. A resignation is effective when it is communicated unless it specifies in writing a later effective date. Resignation as a director by an ex officio director who is an officer shall constitute resignation from the office held by the resigning director.

Section 4. Removal

A director, including an ex officio director, may be removed from office with or without cause at any meeting of members at which a quorum is present by a time by vote of a majority of the voting members present.

Section 5. Vacancies

A vacancy occurring in the Board of Directors may be filled by the remaining directors.

ARTICLE 4. MEETINGS OF DIRECTORS.

Section 1. Annual and Regular Meetings

The annual meeting and regular meetings of the Board of Directors shall be held immediately following the annual meeting and regular meetings of members. No notice not required by law of any annual or special meeting need be given.

Section 2 Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.

Section 3 Place of Meetings

Annual and regular meetings of the Board of Directors shall be held at the same place as the corresponding annual and regular meetings of the members. A special meeting shall be held at the time and place and on the date designated in the notice of the meeting.

Section 4. Notice of Special Meetings

The Secretary or other person or persons calling a special meeting shall give notice by any reliable means of communication at least three days before the meeting. . Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting. A Director may waive notice of any special meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. Attendance by a director at a special meeting shall constitute a waiver of notice by that director, except where he or she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 5. Quorum

A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.

Section 6. Action Without Meeting

Any action otherwise required to be taken by the Board of Directors at a meeting may be taken without a meeting if written consent to the action is signed by all of the directors and filed with the minutes of the proceedings of the Board of Directors, whether before or after the action is taken.

ARTICLE 5. OFFICERS

Section 1. Titles

The officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer.

Section 2. Election and Term

The officers shall be elected by the members at the annual meeting of members, provided a quorum is present, by a plurality of the votes cast by the members entitled to vote in the election. Each officer shall hold office until the next annual meeting and until a successor is elected and qualifies.

Section 3. Resignation

An officer may resign at any time by communicating such resignation to the Board of Directors or the President. A resignation is effective when it is communicated unless it specifies in writing a later effective date.

Section 4. Vacancies

Vacancies among the officers may be filled by the Board of Directors at any regular or special meeting.

Section 5. President

The President of the Corporation shall supervise and control the day to day operations of the Corporation and shall preside at all meetings of members and the Board of Directors The President shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board of Directors to some other officer or agent. In general, the President shall perform all duties incident to the chief executive office.

Section 6. Vice President

The Vice President shall exercise the powers of the President during that officer’s absence or inability to act. Any action taken by the Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken. The Vice Presidents shall have such other powers and perform such other duties as may be assigned by the President.

Section 7. Treasurer

The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors; provided that the Board may appoint a custodian or depository for any such funds or securities, and the Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall in general perform the duties incident to the office and such other duties as may be assigned from time to time by the Board of Directors. He or she shall keep full and accurate accounts of finances of the corporation.

Section 8. Secretary

The Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and Board of Directors and shall give all notices required by law and these bylaws. The Secretary shall have general charge of the corporate books and records. The Secretary shall sign such instruments as may require the signature of the Secretary and in general shall perform all the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Board of Directors.

ARTICLE 6. MISCELLANEOUS

Section 1. Amendments

These bylaws may be amended or repealed and new bylaws may be adopted by vote off a majority of the members present at any meeting at which a quorum is present, provided that notice of the meeting shall have been given that states that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the bylaws and includes a copy or summary of the proposed amendment or states the general nature of the amendment.

Section 2. Limit on Unapproved Expenditures

Expenditures in excess of $50.00 must be approved by two officers of the Corporation.

Section 3. Registered Agent. The Corporation shall continuously maintain a registered agent as required by Section 13.1- 833 of the Virginia Nonstock Corporation Act. The registered agent shall be an officer or director of the Corporation. If the person serving as registered agent shall cease to be an officer or director or resign as registered agent, the Board of Directors shall immediately appoint a successor from among the remaining officers or directors and shall cause notice of the change to be filed with the Virginia State Corporation Commission in compliance with Section 13.1-834 of the Virginia Nonstock Corporation Act.