CodeofRegDoc

Code of Regulations of USA Speedway Inc.
(An Ohio Not-for-Profit Corporation)

Article I. Name of the Corporation

The name of the Corporation is USA Speedway. The location of its principal office is Mount Vernon, Ohio.

Article II. Purpose of the Corporation

The purpose of USA Speedway is to serve the interests of motorcyclists and motorcycle racing enthusiasts

involved in Speedway and related disciplines sanctioned by the Federation Internationale de Motocyclisme (FIM)

and the American Motorcyclist Association (AMA).

Article III. Membership

Article III, Section 1. General

The Corporation is a non-profit Corporation, without capital shares, and no pecuniary benefits shall inure to any

member of whatever class by reason of membership. No Member shall have any right, title or interest in the

Corporation’s property.

Article III, Section 2. Class of Members

The Corporation shall have Individual Members (as provided for in Article IV hereinafter) and Industry Members

(as provided for in Article V hereinafter). In addition, the Directors may establish an additional class or classes of

members upon such qualifications as the Directors may deem advisable and in the best interests of the

Corporation; provided, however, that no such additional class of members shall have any voting rights in the

Corporation.

Article IV. Individual Members

Article IV. Section 1. Eligibility

Any person who competes in Motorcycle Speedway or related disciplines or who has an interest in Speedway

shall be eligible for Individual Membership in the Corporation.

Article IV. Section 2. Categories of Individual Members

There shall be two categories of Individual Members:

Competition Members: These Individual Members will be entitled to all membership benefits of the

Corporation including competition privileges in events sanctioned by AMA/USA Speedway.

Supporters/Crew: These Individual Members will be entitled to all membership benefits of the Corporation

except competition privileges in events sanctioned by AMA/USA Speedway.

Founding Members: These Individual Members will be restricted to a maximum of 99 members entitled to a

special five-year package of membership benefits.

Article IV. Section 3. Application

Application for Individual Membership in the Corporation must be made in the form prescribed by the Corporation

and addressed to the Corporation.

Article IV. Section 4. Voting

Individual Members shall have the right to vote for Individual Directors as provided for in Article VI. The right of an

Individual Member to vote shall terminate in the event the Member is no longer in good standing or upon

termination of membership.

Article IV. Section 5. Dues

The annual dues for Individual Members shall be established from time to time by the Directors and shall be

payable in advance. Any member whose dues are in arrears shall be deemed to have forfeited membership.

Article IV. Section 6. Resignation and Expulsion

Any Individual Member may resign from membership at any time. If, in the judgment of the Directors, an Individual

Member commits any willful violation or breach of the terms of this Code of Regulations, or does anything that is

detrimental to the Corporation, the member may be expelled from membership by a three-fourths majority vote of

the Directors. The Directors may, at their sole discretion, refund all or an appropriate portion of the expelled

member’s dues. Said member may be reinstated to membership only by a three-fourths majority vote of the Board

of Directors.

Article V. Industry Members

Article V. Section 1. Eligibility

Any individual, partnership or corporation actually engaged within the territorial limits of the United States in the

manufacturer for sale or wholesale distribution of Speedway motorcycles or parts or accessories thereof, or in the

creation of related print or electronic publications, or in services connected with Speedway motorcycles, or who is

the holder of a valid AMA/USA Speedway Promoting Charter and is engaged in producing Speedway motorcycle

events, shall be eligible for membership as a Industry Member.

Article V. Section 2. Application and Election

Application for Industry Membership in the Corporation must be made in the form prescribed by the Corporation

and addressed to the Corporation. An applicant shall become an Industry Member upon a majority vote of the

Board of Directors. Such elections can take place during any meeting of the Directors or through a mail ballot.

Upon acceptance as an Industry Member, the Member shall designate in writing a person to serve as its

designated representative, receive notices and vote on behalf of the Industry Member. The designated

representative may be changed from time to time by the Member through written notice to USA Speedway. No

person may be the designated representative of more than one Industry Member. The designated representative

shall be required to maintain a current Individual Membership in the Corporation while serving.

In the case of an application for membership from an Industry Member (i) which is owned or controlled by another

Industry Member, or (ii) an Industry Member which would be owned or controlled by another business entity which

is not an Industry Member, or (iii) Industry Members which manufacture or distribute identical brands of Speedway

motorcycles, then all of the Members in each such group shall be deemed to hold a combined membership for the

purposes hereinafter set forth.

Article V. Section 3. Voting

Each Industry Member, unless included in a membership category expressly designated as a non-voting category,

shall have the right to nominate and to vote for Industry Directors as provided for in Article VI. The right of an

Industry Member to vote shall terminate in the event the Member is no longer in good standing or upon

termination of membership. For the purposes of this Section, members comprising a combined membership as

described in Article V. Section 2. shall be deemed to have in the aggregate one Industry Membership and one

vote.

Article V. Section 4. Dues

The annual dues for Industry Members shall be as established from time to time by the Directors and shall be

payable in advance or within 30 days of the date of invoice by the Corporation. The dues of the Industry Member

must be current in order for the Member to cast votes. Any member whose dues are in arrears shall be deemed to

be not in good standing. Any Industry Member that continues to be not in good standing for a period of 90 days

shall be deemed to have forfeited membership. Once the Member has forfeited membership the Member can be

reinstated only by a two-thirds majority vote of the Directors after full settlement of delinquent accounts.

Article V. Section 5. Resignation and Expulsion

An Industry Member may resign its membership at any time. If, in the judgment of the Directors, an Industry

Member commits any willful violation or breach of the terms of this Code of Regulations, or does anything that is

detrimental to the Corporation, the Member may be expelled from membership by a three-fourths majority vote of

the Directors. The Directors may, at their sole discretion, refund all or an appropriate portion of the expelled

member’s dues. Said member may be reinstated to membership only by a three-fourths majority vote of the Board

of Directors. The Directors may, at their discretion, prohibit or specify a limitation on future involvement in the

Corporation by an expelled Industry Member.

Article V. Section 6. Termination of Membership

In case any Industry Member shall cease to have qualifications making it eligible for membership, it shall thereby

cease to be a Member of the Corporation subject, however, to reinstatement upon restoration of eligibility.

Article VI. Directors

Article VI. Section 1. Number & Term

The number of Directors shall be nine:

• There shall be four Individual Member Directors nominated and elected from within the ranks of Individual

Members, i.e. Competition Members and Supporters

• There shall be four Industry Member Directors nominated from within the ranks of Industry Members and

elected by the entire membership ranks, i.e. Competition Members, Supporters and Industry Members

• There shall be one Director appointed by the American Motorcyclist Association as its representative.

Each Director, upon election and qualification, shall serve until his or her successor is duly elected and qualified,

or until the Director shall fail to maintain the qualifications necessary to serve as set forth below.

The normal term of office for Directors shall be four years, but exceptions may occur in the case of Founding

Directors as set forth in Article VI. Section 3. herein or to fill unexpired terms and early vacancies.

Article VI. Section 2. Eligibility.

Unless otherwise excluded herein or by the formal election rules, any Competition Member or Supporter of the

Corporation in good standing is eligible to serve as an Individual Member Director and any Industry Member in

good standing is eligible to nominate a candidate to serve as an Industry Member Director.

A person shall not be eligible for election as an Industry Member Director if such person is employed or affiliated

with the same business entity, or another business entity related thereto by common control, as another person

who would be serving as a Director at the same time. Neither Individual nor Industry Member Directors may be

employees of the Association. An Individual Member Director may not be an employee of any entity which

currently has a designated Industry Member on the Board of Directors or an employee of any business entity that

is eligible to be a voting Industry Member as defined in Article V. Section 1 herein.

For the purpose of this Article, “Employee” means any person who works substantially full-time for another,

whether as an employee or as a contractor, or any person who is employed by or owns a business entity that is

related to, or under the common control of a business entity that is eligible to be an Industry Member. For the

purpose of this definition, “Related To” includes any business relationship pursuant to which the employee

receives substantial support or income from a voting Industry Member

With the exception of the designated AMA Representative, a Director may not hold office as a Director and as a

member of the Rules Committee at the same time.

Article VI. Section 3. Founding Directors.

The Corporation was created in cooperation with the AMA and was granted status as the AMA’s exclusive

Competition Affiliate for Speedway and related disciplines effective in February of 2006. As a contractual

condition of such affiliation, the Corporation agreed to be directed in the short-term by a Founding Board of

Directors appointed by the AMA as follows:

• 4 Industry Member Directors, two serving four-year terms and two serving two-year terms.

• 4 Individual Member Directors, two serving four-year terms and two serving two-year terms.

• 1 AMA Representative

• 1 Executive Director

Upon establishment of USA Speedway membership dues by the Board of Directors, each of the Founding

Directors is expected to become a Competition Member or Supporter of USA Speedway within 30 days and to

maintain a current membership throughout their term of office.

Upon establishment of USA Speedway membership dues by the Board of Directors, the Executive Director and

any other USA Speedway staff members are expected to become a Competition Member or Supporter of USA

Speedway within 30 days and to maintain a current membership throughout their term of service.

Upon establishment of membership dues by the Board of Directors, each company with a Founding Industry

Director is expected to become an Industry Member or Supporter of USA Speedway within 30 days and to

maintain a current membership throughout their representative’s term of office.

Article VI. Section 4. Elections.

At the conclusion of the initial terms of office of the Founding Directors, i.e. the end of 2007 and the end of 2009,

the membership of the Corporation will assume authority to elect the Board of Directors as follows:

• 4 Individual Member Directors serving staggered four-year terms (i.e. 2 Directors elected every two years).

Only Competition Members and Supporters of the Corporation in good standing shall be eligible to nominate and

vote for the Individual Member Directors.

• 4 Industry Member Directors serving staggered four-year terms (i.e. 2 Directors elected every two years).

Only Industry Members shall be eligible to nominate persons to serve as Industry Directors, but both Industry and

Individual Members of the Corporation in good standing shall all be eligible to vote for the Industry Member

Directors.

• 1 AMA Representative will serve on the Board of Directors at the sole discretion of the AMA.

• The Executive Director of the Corporation shall be a non-voting member of the Board of Directors. He or

she shall be empowered but is not required to cast deciding votes in the event of tie votes within the Board.

Detailed procedures for the nominating and election processes shall be as determined by the Executive Director,

must be consistent with this Code of Regulations, must be approved by a majority vote of the Board of Directors

and must be communicated to the Individual and Industry memberships in a timely fashion.

Terms of office for Directors shall expire on December 31. The membership will be notified on or about June 1 of

each calendar year of all openings on the Board of Directors at the end of the year.

Nominations for the open positions shall be open until on or about August 1.

Any Individual Member in good standing is eligible to submit his or her own name or the name of another

Individual Member as a nominee for election to one of the Individual Member Director positions.

Any Industry Member in good standing is eligible to nominate a candidate from its own company or another

Industry Member for election to one of the Industry Member Director positions.

In order to be placed on the final ballot, candidates must meet all eligibility requirements for the Director positions

to which they are nominated.

Industry Members shall be entitled to vote only in the elections for Industry Member Directors.

Individual Members (Competition Members and Supporters) shall be entitled to vote in both the elections for

Industry Member Directors and Individual Member Directors.

• The candidates with the highest vote counts in the respective Industry and Individual elections will be

elected to the corresponding Director positions.

• In case of a tie, the first tie-breaker will be the number of nominations that were received for the candidates

involved in the tie.

• If the tie persists an incumbent candidate involved in the tie shall retain his or her Board position.

• If the tie still persists, the final tie-breaker will be a random drawing.

Article VI. Section 5. Powers.

The Industry powers, property and affairs of the Corporation shall be conducted and controlled by the Directors,

and the Directors shall have all the powers in the management of the affairs and property which shall be

consistent with law, including but not limited to the power to sell, lease, mortgage or dispose of any real property;

to establish, approve and review all matters involving administrative policies, programs and transactions; to

instruct and counsel the officers and staff of the Corporation; to review and approve periodic statements of fiscal

operations and the annual budget; and to exercise all other powers necessary or incidental to the operation and

best interests of the Corporation.

The Directors shall serve as members of the Board, and the authority of the Board is specifically reserved to

actions of the whole. Directors shall speak on behalf of the Board and/or the Corporation only when specifically

authorized by action of the entire Board to do so.

The Executive Director shall be retained by the Directors. The Directors will supervise the Executive Director and

determine his or her compensation and benefits.

Proposals to change the rules of competition which have been ratified by the USA Speedway Rules Committee

shall not be brought before the Board for reconsideration except at the request of the Executive Director or upon

an affirmative vote of two-thirds of the Board to review such matters. In the absence of such justification for the

Board to reconsider proposals from the Rules Committee it shall be the duty of the Board to ratify those proposals

and instruct the Executive Director to implement them accordingly. In instances where the Board does have

justification as described above to review a proposal of the Rules Committee, it will require a two-thirds majority

vote of the Board to amend, postpone or reject that recommendation.

Article VI. Section 6. Meetings of Directors.

The Annual Meeting of the Directors shall take place during the first quarter of each calendar year. A specific

exception is made for the inaugural Annual Meeting of the Founding Board of Directors scheduled in April of 2006.

Regular meetings, generally 1 or 2 per year, shall be held at such places and at such times as shall be

determined by the Directors.

The Annual Meeting, except in exceptional circumstances as determined by a two-thirds majority of the Board,

shall be held in person. Regular Meetings may be held in person or through any communications equipment

allowing all Directors participating in the meeting to hear each other. Participation shall constitute presence at

such meetings.

Article VI. Section 7. Officers

At each Annual Meeting, the Directors shall elect a Chairman and Vice-Chairman, each of whom shall be a

Director in good standing. The Executive Director, who shall have no vote in the matter, shall conduct these

elections by secret ballot.

The Directors shall at their sole discretion either appoint or elect a Treasurer and a Secretary, who may or may

not be Directors. If the Treasurer is not a Director, then the Directors shall elect an Assistant Treasurer who is a

Director. If the Secretary is not a Director, then the Directors shall elect an Assistant Secretary who is a

Director.

The Executive Director may be designated as the Secretary but not as the Treasurer.

The Directors may appoint other such officers, agents and consultants as they deem proper and prescribe their

compensation.

In the absence of the Chairman and Vice-Chairman, the Directors may appoint from their ranks a Chairman Pro

Tem.

Article VI. Section 8. Removal, Vacancies.

Any Officer may be removed from office by the affirmative vote of a simple majority of the unaffected Directors

present at any meeting. Upon the removal, death, resignation or lack of qualifications of any officer, the Directors

shall fill the vacancy as soon as practical. Removal of an individual from an Officer’s position shall not carry over

to that individual’s Director position.

Any Director may be removed from office for any acts or omissions which involve moral turpitude, felonious

crimes, fraud, improper conflict of interest, breach of fiduciary duty and loyalty to the Corporation or bring the

Corporation into disrepute. Removal shall be upon the affirmative vote of three-fourths of the Directors present at

any Board meeting, provided:

1. Notice of the meeting shall have been communicated to each member of the Board of Directors and to the

membership at large through the Corporation’s official newsletter, at least 30 days prior to the meeting date,

stating that the proposed removal will be considered at the meeting and describing generally the basis for such

proposal.

2. The affected Director shall have an opportunity at the meeting to explain or present other evidence

regarding the acts or omissions prior to the vote

3. The vote shall be by open ballot, the affected Director shall not vote and the three-fourths majority

required for approval shall be three-fourths of the remaining Directors.

4. Upon the removal, death, resignation or lack of qualification of any Director, the remaining Directors may

fill the vacancy at any meeting; provided, however, that if possible any successor Director shall have the same

qualifications for office as the original Director when elected and, where appropriate, that the successor be from

the same geographic region (Individual Directors) or be the designated representative of the same Industry

Member (Industry Directors).

Article VI. Section 9. Committees.

The Chairman may appoint committees as necessary to protect and further the interests, purposes and objectives

of the Corporation and its Members. Members of such committees need not be Directors.

There shall be at least two standing committees:

1. Finance and Audit Committee. After its internal elections at each Annual Meeting, the Directors shall elect

a Finance and Audit Committee consisting of at least three Directors and including the Treasurer and Assistant

Treasurer. This committee shall supervise, on behalf of the Members of the Corporation and the Board of

Directors, the financial affairs of the Corporation. The committee’s duties shall include the establishment and

maintenance of financial reports, the appointment of the independent auditors of the books of the Corporation

and procedures and other such duties as shall be assigned by the Directors. The Treasurer shall serve as

Chairman of this committee.

2. Rules Committee. The Executive Director will recommend to the Board a committee of 10-16 members to

serve as a Rules Committee. The composition of the committee will be subject to Board approval and revision at

each Annual Meeting of the Directors. Vacancies between Annual Meetings will be filled at the discretion of the

directors.

a. Approval of Rules Committee members shall be by simple majority of the Directors.

b. The Executive Director or his designee shall serve as the Chairman of the Rules Committee but shall have

a vote only in the case of ties.

c. The Rules Committee will meet at least once and generally twice each year and will consider two types of

agenda items:

i. Rule Proposals

ii. Recommendations

d. Rule Proposals to be considered by the Rules Committee must be presented in a timely manner for the

written agenda of the Committee and must relate to rules and procedures within the scope of the existing USA

Speedway Pro-Am Rules.

e. Recommendations to be considered by the Rules Committee, including recommendations to broaden the

scope of the USA Speedway Pro-Am Rules, must be presented in a timely manner for the written agenda of the

Committee.

f. Rule Proposals approved by a majority vote of the Rules Committee will take effect on the date decided by

the Rules Committee, but not before ratification at the next meeting of the Directors. As stated herein, an

affirmative vote of two-thirds of the Directors is required to amend, postpone or reject a Rule Proposal of the

Rules Committee.

g. Recommendations approved by a majority vote of the Rules Committee will be taken into consideration by

the Executive Director and the Board of Directors but are not binding.

h. The Rules Committee may consider and approve new business not included on its agenda by a majority

vote of the committee, but all Proposals and Recommendations not included in the written agenda of the Rules

Committee will be subject to review by the Board of Directors and approval by a simple majority of the Board of

Directors.

i. The Chairman of the Rules Committee will prepare written minutes of all Rules Committee meetings and

appear if requested before the Directors and before AMA Congress to discuss actions by the Rules Committee.

Article VII. Duties of Officers.

Article VII. Section 1. Chairman.

The Chairman shall preside at all meetings of the Directors. The Chairman shall have power to call meetings of

the Directors or of the committees when deemed proper and it shall be the duty of the Chairman to call such

meetings when requested to do so in writing by any four Directors.

Article VII. Section 2. Vice Chairman.

The Vice Chairman shall discharge the duties of the Chairman in case of the Chairman’s absence or during a

vacancy of the office.

Article VII. Section 3. Treasurer.

The Treasurer shall be the chief financial officer of the Corporation and shall be in charge of all money, bills,

notes, bonds and similar property belonging to the Corporation, and shall do with the same as may be ordered by

the Directors. The Treasurer shall, unless the Directors otherwise provide, sign all checks, keep such financial

accounts as may be required by the Directors, and generally perform all the duties usually incident to the office of

treasurer of corporations engaged in business similar to that of this Corporation, and such other and further

duties as shall from time to time be required by the Directors. The accounts shall be audited from time to time,

and at least annually, by the auditor or auditors appointed by the Directors.

If the Treasurer is not a Director, he or she may attend meetings of the Board of Directors but without voting

rights.

Article VII. Section 4. Secretary.

It shall be the duty of the Secretary to give notice of all meetings of the Directors and to keep true records of the

meetings of the Directors, attest the minutes of each meeting by signature and safely keep all documents and

papers which shall come into the Secretary’s possession.

If the Secretary is not a Director, he or she may attend meetings of the Board of Directors but without voting rights.

Article VIII. Section 5. Executive Director.

The Executive Director shall be selected by the Directors and is the highest-ranking executive person on the

Corporation’s administrative staff. The Executive Director or his designee will serve as Chairman of the Rules

Committee. If requested by the Directors, the Executive Director will serve as Secretary of the Corporation. The

Executive Director shall oversee and take charge of all Corporation functions including pro-am competition and all

member services and shall be directly responsible to the Board of Directors to implement policy emanating from

the Board of Directors. The Executive Director will be responsible for the development of the Corporation’s

championships and programs, for development of the Corporation’s event calendar, and, in cooperation with the

AMA, for the issuance of Charters and Sanctions. The Executive Director shall establish fees for Corporation

services, subject to review by the Board of Directors. The Executive Director shall also be responsible for the

hiring and firing of any subordinate staff personnel and for the appointment and supervision and termination of

volunteer staff.

Article IX. Promoting Organizations.

An organization making application therefore may be granted a Charter as an AMA/USA Speedway Organizing

Club or Promoting Organization as provided through policies and procedures agreed between the AMA and the

administrative staff of USA Speedway.

In order to obtain event sanctions for USA Speedway events, an Organizing Club or Promoting Organization must

hold a current and valid Charter recognized by both the AMA and USA Speedway.

The Principal Officer and Insurance Communications Officer of each Organizing Club or Promoting Organization

are expected to maintain current memberships in both the AMA and USA Speedway.

Charters are granted pursuant to the operational agreement between the Corporation and the AMA.

The type and number of events available for sanction shall be as established by the administrative staff of USA

Speedway.

Charter holders shall be invited to recommend possible members of the Rules Committee.

The Corporation shall not assume any liability of any promotional organization, and such promotional

organizations shall have no authority to enter into any commitment or act for or on behalf of the Corporation.

Article X. Dissolution.

Upon any dissolution of this Corporation, assets which are available for distribution shall, to the extent not

otherwise provided for by law, be distributed to the American Motorcycle Heritage Foundation provided the

Foundation is in existence and operating the Motorcycle Hall of Fame Museum at the time of dissolution, and

provided further that the Foundation agrees to earmark the assets for projects or archive enhancements directly

related to Speedway disciplines. If the Foundation is not in existence, not operating the Motorcycle Hall of Fame

Museum or nor willing to accept the conditions of the asset transfer, the assets shall be gifted to one or more non-

profit national organizations as shall be selected by a majority vote of the Directors of the Corporation.

Article XI. Seal and Logos.

The Directors may adopt a seal as they deem appropriate, but failure to affix the seal shall not affect the validity

of any instrument. The Corporation may register various service and trademarks as its exclusive property, and

having been duly registered according to law, these may not be used by any party without written consent of the

Corporation. Such consent may be extended or revoked at any time at the sole discretion of the Directors,

consistent with Ohio law and any existing contractual agreements.

Article XII. Indemnification and Insurance.

Article XII. Section 1. Indemnification.

A. To the fullest extent not prohibited by applicable law, the Corporation shall indemnify each person who, by

reason of being or having been a Director or officer of the Corporation, named or otherwise becomes or is

threatened to be made a party to any such proceeding, and the Corporation by the Board of Directors may

indemnify any other person as deemed proper by the Board of Directors, against any and all costs and expenses

(including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements)

actually and reasonably incurred by or imposed upon such person in connection with any action, suit,

investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative, or otherwise in

nature, with respect to which such person is named or otherwise threatened to be made a party by reason of

being or at any time having been a Director, officer, employee or other agent of or in a similar capacity with the

Corporation, or by reason of being or any time having been, at the direction or request of the Corporation, a

director, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other

corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan.

B. Each request or case of or on behalf of any person who is or may be entitled to indemnification for reason

other than being or having been a Director or officer of the Corporation shall be reviewed by the Board of

Directors, and indemnification of such person shall be authorized by the Board of Directors only if it is determined

by the Board of Directors that indemnification is proper in the specific case, and, notwithstanding anything to the

contrary in this Code of Regulations, no person shall be indemnified to the extent, if any, it is determined by the

Board of Directors or by written legal opinion of legal counsel designated by the Board of Directors for such

purpose that indemnification is contrary to applicable law.

Article XII. Section 2. Insurance.

The Corporation may, as the Board of Directors may direct, purchase and maintain such insurance on behalf of

any person who is or at any time has been a Director, officer, employee, or other agent of or in a similar capacity

with the Corporation, or who is or at any time been, at the direction or request of the Corporation, a director,

officer, administrator, manager, employee, member, advisor, or other agent of or fiduciary for any other

corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against

any liability asserted against and incurred by such person.

Article XIII. Amendments.

Initial approval of this Code of Regulations by a majority vote of the Board of Directors is required for it to take

force. Until such time as this Code of Regulations takes force, USA Speedway shall be operated under the

regulations and guidelines promulgated by the AMA to govern the activities of AMA Chartered Organizations.

Having taken force, this Code of Regulations may subsequently be amended in any manner, including an

amendment in the entirety, at any meeting of the Board of Directors by the affirmative vote of two-thirds of the

Directors present, provided that the notice of such meeting is mailed at least 60 days before the meeting and

contains a summary statement of each proposed amendment sufficient to identify the nature thereof; and

provided further that the membership of the Corporation is made aware of the proposed changes in advance

through the Corporation’s electronic newsletter and afforded an opportunity to submit written comments in favor of

or opposed to the proposed amendments; and provided further that a vote for Dissolution of the Corporation shall

require a three-fourths majority vote of the Directors.

                                      Approved April, 2006 by the
                                      USA Speedway Board of Directors

                                      Formally adopted October, 2006