RULES OF OPERATION

High Country Snowmobile Club (HCSC)
PO Box 2215
Frisco, CO 80443

EIN: 30-0732749

1. INTRODUCTION & PURPOSE:

The High Country Snowmobile Club (HCSC) is a volunteer snowmobile organization located in Summit County, Colorado. The club was originally founded in 1977 by snowmobiling enthusiasts and is organized and operated exclusively to protect, preserve and promote the sport of snowmobiling in Summit County. The club is a member of the Colorado Snowmobile Association and is supported by membership fees. The club looks to further the sport of snowmobiling through education, safety awareness, community involvement and local, state and federal partnerships.

2. DISSOLUTION:

Upon dissolution of the High Country Snowmobile Club, all assets will be donated to the Colorado Snowmobile Association a 501 (c)(3) not for profit organization in good standing. Should this organization not be a not for profit in good standing upon our organization's dissolution, then all assets will be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, to a state of Colorado 501 (c)(3) snowmobile club or clubs in good standing.

3. GOVERNANCE:

Board of Directors – The affairs of the High Country Snowmobile Club (HCSC) shall be governed by a Board of Directors which shall consist of at least 3 Members, elected or appointed. In the case where through removal or resignation, the total number of Board members is less than three, the Board will be considered properly constituted until such vacancies are filled. The number of Members of the Board may be increased as deemed necessary by the Board for efficient operation.

a. Conflicting Interest Transactions – A contract, transaction or other financial relationship between the HCSC and a Board of Directors Member, or HCSC and a party related (parent, grandchild, spouse, child or sibling) to a Board of Directors Member, or between the HCSC and an entity in which a Board of Directors Member is a director or officer or has a financial interest. The Member shall declare the material facts of such conflict in an open meeting, prior to any discussion or action on that issue, which disclosure will be noted in the meeting minutes. After making such declaration, the Member may participate in the discussion but shall not vote on the issue. A conflicting interest transaction which is fair to the HCSC may be approved by a good faith vote of the disinterested directors. This rule will apply to all situations where a conflicting interest transaction is present.

b. Powers and Duties – The Board may act in all instances on behalf of the HCSC and shall have the powers and duties necessary for the administration of the affairs of the HCSC and for the operation and furtherance of the HCSC and its purpose.

c. Definitions:

• HCSC – High Country Snowmobile Club
• Member – A Member of HCSC holding a current paid membership
• Page 2 of 2 High Country Snowmobile Club EIN 841029276

d. Qualifications of Board of Directors - A Member who actively participates in HCSC meetings, rides or other activities to further the purpose of HCSC.

e. Term of office – Board Members shall serve for two years. The terms of at least 1/3 of the board shall expire annually. Board Members may elect to run for additional terms.

f. Meetings of the Board – Regular meetings of the Board of Directors shall be held at such times, place and hour as may be fixed by the Board.

g. Vacancies – Vacancies on the Board may be filled by appointment by a majority vote of the remaining Board or through a majority vote by the Members.

h. Removal – Board Members who no longer meet the "Qualifications of Board of Directors" as defined above, may be removed by the remaining Board or a majority vote of the Members.

i. Election of officers – Officers may be appointed by the Board of Directors.

j. Compensation – No Board Member shall receive compensation for any service they may render as a Board Member. However, any Board Member may be reimbursed for actual expenses incurred in the performance of their HCSC duties, as authorized and approved by the majority of the Board.

4. OPERATIONS:

a. Meeting of Members - Monthly meetings, second Tuesday of each month – Frisco, CO or as may be determined or revised by the Board periodically.

b. Member Snowmobile Rides - Third Sunday of each month (weather permitting), or as may be determined or revised by the Board. Club members and those interested in membership are welcome. All riding is done on a voluntary and "at your own risk" basis.

c. Membership & Voting – Every Member in good standing shall have one vote, whether in person or by properly executed proxy.

d. Quorum of Members – The presence of 25% of the Members eligible to vote, in person or by proxy, shall constitute a quorum for any action.

e. Books & Records – The HCSC Board shall keep the following records at its principal office: Minutes of Board & Member meetings; The most recent regularly prepared balance sheet, income and expense statement, The current operating budget.

f. Fiscal Year – January thru December, or as set by the Board of Directors.

g. Governing Documents – These Rules of Operation, along with the Articles of Incorporation, constitute the HCSC governing documents, unless amended or revised by the Board of Directors or by a quorum of the Members.