BY-LAWS

AMENDMENT TO BY-LAWS

ARTICLE II-MEMBERSHIP, Section 2. SHALL BE AMENDED TO READ AS FOLLOWS:

Memberships shall be either a signle membership or a family membership. Memberships shall be acquired annually and shall be effective for the period commencing the first day of the month enrolled and end twelve months following, on the last day of the month. Applications for memberhsip shall be made in writing addressed to the Treasurer of the Club on the appropriate form by the applicant to abide by the By-laws of the Club.

Amendment made this 6th day of March, 2006.

/s/ Brian T. Boehnen, Secretary

ARTICLE I PURPOSES AND NAME

SECTION 1. The name of this Club shall be the Lake Wisconsin ATV Association Inc. (LWATVA).

SECTION 2. The purpose of the LWATVA is to stimulate and advance the general welfare and safety of ATVing, to serve the interests of ATV owners, to defend such owners against discriminatory legislation, regulations and burdensome taxation, to develop a fraternal spirit among other local state and other ATV sports enthusiasts, to provide a medium for the exchange of ATV information, to own or lease property for Club uses, and to perform all desirable and lawful functions for the successful operation of the Club and in the general public interest.

ARTICLE II MEMBERSHIP

SECTION 1. Active membership is available to all ATV owners and others interested in ATVing in general in the Lake Wisconsin and surrounding areas.

SECTION 2. Memberships shall be either a single membership or a family membership. All single persons shall be eligible for a single membership and all married couples shall be eligible for a family membership. Memberships shall be acquired annually and shall be effective for the period commencing the 1^st day of the month enrolled and end twelve months following, on the last day of the month. Applications for membership shall be made in writing addressed to the Treasurer of the Club on the appropriate form by the applicant to abide by the By-Laws of the Club.

SECTION 3. This Club does not discriminate against anyone for race, color or religion.

SECTION 4. Each active individual member shall be entitled to one vote, and Each active family membership shall be entitled to two votes.

SECTION 5.Board Members shall be exempt from dues during their term in office.

SECTION 6. A member may resign from the Club at any time upon written notice to the Secretary. ****NO DUES SHALL BE REFUNDED****

SECTION 7. Membership in the club may be terminated by action by the Board of Directors for non-payment of dues. Termination of the membership of any member(s) shall not release said member(s) from the obligation to pay all dues and other amounts owed to the end of the period of membership. Membership may also be terminated by majority vote of the Board of Directors for any reason whatever deemed by the Board of Directors to be prejudicial to the best interests of the Club. Two notices, one thirty days and the second at sixty days shall be issued before termination. After the final termination notice is issued you will be required to return trail plates.

ARTICLE III MANAGEMENT

SECTION 1. The management of the Club shall be vested in the Board of Directors.

ARTICLE IV BOARD OF DIRECTORS

SECTION 1. The Board of Directors shall consist of Seven Directors, including the President and Vice President, each of who shall be an active member of the Club. Election of the Board of Directors shall be held first, at the annual meeting held in March. Each Director shall be elected to serve for three years, electing two each year, excluding the presidents position. Two additional positions of the Board, which shall be non-elected and non-voting positions, shall be the secretary and treasurer.

SECTION 2. While the annual meeting is in session, if for any reason the terms of the Directors are not so that two expire each year, the necessary elections will be made.

SECTION 3. In case vacancies occur when the annual meeting is not in session on the Board of Directors by reason of death, resignation or otherwise, the remaining Directors may, at their option, by majority vote elect a successor(s) for the unexpired term or terms.

SECTION 4. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of Club business.

SECTION 5. Meetings of the Board of Directors shall be held at such time and place as may be from time to time fixed by resolution of the Board of Directors, or as may be specified in the notice of the meeting. Upon the request of the President or any three Directors, the Secretary shall call a special meeting of the Board of Directors.

SECTION 6. The Board of Directors may, in its discretion, by the affirmative vote of the majority of the whole Board of Directors appoint an Executive Committee of the Board to act in its stead in emergencies, to consist of two officers of the Club and three Directors. All must be members of the Board of Directors. The Board of Directors may appoint any Club committee, fill any vacancies or change the membership in such committees or may delegate such authority to the Club President. The Board of Directors shall have the power at any time to discharge any committee.

SECTION 7. The Board of Directors may employ whatever personnel they deem necessary, and for which funds are available, to aid in the management of the Club and may authorize the expenditure of Club funds in any other manners in the proper furtherance of the purposes of the Club.

ARTICLE V DUES

SECTION 1. Amount of yearly dues shall be established by the board and presented at the annual meeting to the membership.

ARTICLE VI OFFICERS

SECTION 1. The officers of the Club shall be: President, Vice-President, Secretary, and Treasurer.

SECTION 2. The officers shall be elected from the membership of the LWATVA by plurality vote of the active members at their regular annual meeting. The Board of Directors at any hoard meeting may fill vacancies occurring between such elections for the unexpired term. Any officer may be removed from office by the affirmative vote of two-thirds of the whole Board of Directors.

SECTION 3.The President shall also be elected from the membership by the active members and serve a four-year term.

SECTION 4. 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 5. The President shall preside at all meetings of the Club and its Board of Directors, shall appoint such committees as authorized by the Board of Directors, shall be a member ex-officio of all, committees and shall carry on those other responsibilities assigned to him by the By-Laws and by the Board of Directors.

SECTION 6. The Vice President, during the absence or temporary incapacity of the President, shall perform the duties and have the powers of the President.

SECTION 7. The Secretary shall keep all of the Clubs records, other than financial, including minutes of meetings, roster of members, lists of committees and their members, and discharge all of the usual secretarial functions of the office required by the By-Laws or by the Board of Directors.

SECTION 8. The Treasurer shall keep the accounts of the Club and have charge of its funds. The Treasurer shall keep all of the Clubs funds in a Bank approved by the Board of Directors and in the name of the Club, subject to withdrawal by checks signed in such manner as may be from time to time approved by the Board of Directors. The Treasurer shall disburse the funds of the Club under the direction of the Board of Directors.

A Treasurers report shall be prepared for each board meeting, each regular membership meeting and a yearly financial statement shall be prepared for the annual meeting. At the end of the fiscal year, two active members of the Club shall audit the books.

SECTION 9. All officers shall have such other powers and duties as are required by law.

ARTICLE VII FISCAL YEAR

SECTION 1. The fiscal year of the Club shall commence on the first day of March and end on the last day of February.

ARTICLE VIII MEETINGS

SECTION 1. The annual meeting of the Club shall be held at the March meeting and at the place designated by the Board of Directors.

SECTION 2. The Board of Directors shall hold regular meetings of the members of the Club monthly at the time and place fixed by resolutions at the previous meeting or as designated by the President or Board Members.

SECTION 3. Written notices of the time and place of the annual meeting of the membership shall be prepared and distributed to the membership by the Secretary.

SECTION 4. Special meetings of the Club may be called by the Board of Directors, or by the President or by any group of ten (10) active members by giving a five-day notice of the time, place, and purpose of such special notice.

SECTION 5. A majority of the active members 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 PROCEDURE

SECTION 1. The nominating committee shall consist of the Board of Directors.

SECTION 2. The nominating committee shall place in nomination candidates for election (at least two) for each prospective vacancy to be taken from names of active members.

SECTION 3. Oral nominations will be taken from the floor at the annual meeting.

SECTION 4.The office of the President shall be elected from the active membership by the active members. (four-year term)

SECTION 5. The office of the Vice President shall be elected from the Board of Directors by the Board of Directors. (one-year term)

SECTION 6. At the annual meeting the nominating committees slate of candidates 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 present, who shall mark the ballots and deposit them unsigned in the ballot box. A tally committee of three members shall be appointed to count the ballots and announce the names of those elected to the Board of Directors for the various terms.

ARTICLE X AMENDMENTS

SECTION 1. These By-Laws may be amended by the affirmative vote of a majority of the active members of the Club, present at two consecutive regular meetings.