By-Laws of the Beaver Ambassador Club

BY-LAWS OF THE BEAVER AMBASSADOR CLUB
AN OREGON MUTUAL BENEFIT NON-PROFIT CORPORATION

The Constitution of the Family Motor Coach Association (FMCA) as approved by its membership on January 24, 2003, is hereby acknowledged as the governing document of recognized chapters of FMCA members and as such is hereby adopted in its entirety this 1 1 th day of August, 2006 as the governing Constitution of BAC, a recognized chapter of the Family Motor Coach Association, Inc. being organized and classified as “International” and officially designated and known as the Beaver Ambassador Club evidenced by charter dated September 24, 1983.

The Beaver Ambassador Club accordingly accepts and agrees to be governed by the provisions of the FMCA Constitution and applicable rules and regulations of its By-Laws.

BY-LAWS OF THE BEAVER AMBASSADOR CLUB
AN OREGON MUTUAL BENEFIT NON-PROFIT CORPORATION

Amended from time to time thereafter, are hereby further amended.

ARTICLE I
NAME

The name of this organization shall be the Beaver Ambassador Club, an Oregon mutual benefit non-profit Corporation (commonly referred to as BAC).

ARTICLE II PURPOSE

Section 1 – General Purpose of BAC

The general purpose of this organization shall be:

•  To promote fellowship and cooperation among family motor coach owners;

•  To promote and provide rally activities for BAC members;

•  To carry on such business functions for, and on behalf of BAC members for their common benefit;

•  To conduct, participate, and provide seminars and programs on products and equipment;

•  To advise BAC members on pending and current legislation which affect family motor coach ownership and use;

•  To promote ownership and use of Beaver Motor Coaches in BAC activities;

•  To endorse and promote the BAC basic purpose, aims, and intent of the FMCA as expressed it its Constitution and By-Laws.

ARTICLE III
MEMBERSHIP

Section 1 – Definitions

•  The term “Member” as used herein, except for commercial membership, is defined as a family unit consisting of husband and wife with or without children or adult person(s) with or without children.

•  The term “Associate Member” as used herein is defined as a Member who had previously but no longer owns a Beaver Motor Coach.

•  The term “Commercial Member” as used herein is defined as an authorized dealer, agent, or person certified by Monaco Coach Corporation (or its successors) as being actively engaged in its business pursuits and activities with regard to Beaver Motor Coaches.

•  The term “Life Member” as used herein is defined as a member who fulfills the definition as “Member” above and the dues requirement in Article V, Section 1 – Life Membership.

•  A Beaver Motor Coach is a coach marketed under the Beaver brand name by Beaver Motor Coaches, Inc., SMC Corporation, or Monaco Coach Corporation (or its successors).

•  Beaver Tales (or such other title as the Board of Directors shall specify) is the newsletter published by the Club from time to time.

•  The Membership Director is the person designated by the Board of Directors to maintain the membership records of the BAC.

Section 2 – Membership Requirements

Regular membership – Any person qualifying as a member in good standing of the FMCA as set forth in its By-Laws, who is the current owner of a Beaver Motor Coach upon meeting the dues requirements, may become a Regular Member of BAC upon full compliance with all regulations and provisions of its Constitution and By-Laws.

Associate Member – A regular member in good standing who no longer owns a Beaver Motor Coach may continue uninterrupted membership in BAC as an Associate Member provided, however, such member shall meet all dues requirements, continue to abide by the provisions of the Constitution and By-Laws of BAC, and retain FMCA membership. Such member may not vote or hold club office and is not eligible for club discounts but will continue to receive Beaver Tales and may participate in organized rallies and club activities on a space available basis.

Commercial Member – Any business organization, agent, or person certified as such to BAC by Monaco Coach Corporation (or its successors) meeting the dues requirement and being in full compliance with the provisions of the Constitution and By-Laws of BAC may become a Commercial Member provided, however, that such Member may not vote or hold a BAC office and is not eligible for discounts.

Life Member – A Regular Member in good standing who owns a Beaver Motor Coach may purchase a Life Membership and be free of any further annual dues requirements as long as

that member owns a Beaver Motor Coach and maintains eligibility as a Regular Member. Life Membership may be purchased from BAC only and is not assignable. This Life Membership designation supersedes all such prior membership programs and designations.

ARTICLE IV
FISCAL YEAR

Section 1 – Fiscal Year

The fiscal year of BAC shall be the period beginning October 1 to September 30 for the initial year and each year thereafter unless otherwise changed by action of the Board of Directors.

Section 2 – Not-for-Profit

The BAC shall be operated as a not-for-profit chapter of the FMCA and shall file appropriate federal and state income tax returns and comply with all other tax requirements.

ARTICLE V
DUES

Section 1 – Dues

The annual dues for Regular membership shall be established in such amount as may be recommended by the Board of Directors and approved by the membership. Dues shall not be more than $40 per year. The annual dues for Commercial and Associate membership categories shall be established by the Board of Directors, but shall not be less than those for the Regular Member category. Any increase or decrease in dues shall become effective the first day of the next fiscal year beginning after the date of adoption. The Life Membership shall be based on the age of the older member of the family unit as defined in Article III Membership, Section 1-a. The Board of Directors shall establish the fee for a Life Membership.

There shall be established a separate account within the books of the BAC derived from the Life Membership fees. This fund shall dispense monies for current dues of Life Members to the BAC for those members who confirm their current ownership of a Beaver Motor Coach and their FMCA membership. Each year the Secretary or Membership Director will confirm this list and the Treasurer will make an appropriate transfer from this account to pay the annual dues as if the Life Members had been Regular Members. Dual signatures of the Treasurer and President shall be required for any other withdrawals or transfer of funds from this account. Guardians of this account shall be the BAC President, Immediate Past President, and Treasurer. Every Three Years, the corpus of this fund will be analyzed by the Guardians against future liabilities and they will recommend any appropriate action to the Board.

Section 2 – Payable

•  Dues from members shall become due and payable at the beginning of each fiscal year. The full amount of required dues shall be collected from new members during the first eight (8) months of the fiscal year. Dues received after June 1 shall apply to the following fiscal year.

•  Subject to change by the Board of Directors, a dues invoice shall be mailed to each member on or before August 20 of the current fiscal year. A statement of unpaid dues shall be

mailed on or before October 15 to any member whose dues remain unpaid as of that date, which member shall be deemed delinquent and no longer in good standing. Any member who shall remain delinquent in the payment of dues as of December 1 shall be deemed to have forfeited membership in BAC effective without further act and shall forthwith cease to have any right, title, or interest in the affairs of the BAC.

ARTICLE VI
BOARD OF DIRECTORS

Section 1 – Creation

The voting members of BAC pursuant to authority granted under the FMCA Constitution and By- Laws shall elect certain regular members as their representatives and hereby grants authority to them to constitute a Board of Directors subject to the provisions and limitations of the Constitution and By-Laws of BAC.

Section 2 – Composition

•  The Board of Directors shall consist of the President, five (5) Regional Vice Presidents, Secretary, Treasurer, National Director and Alternate National Director to FMCA and the Immediate Past President.

•  Advisory members to the Board of Directors may be a representative selected by Monaco Coach Corporation (or its successors) and such other persons as the Board may designate. Advisory members shall be informed of and may attend all Board meetings and receive other items of communication applicable to their areas of expertise but shall not be entitled to vote at Board meetings.

•  The basic function of the Board of Directors shall be to represent the best interests of the membership in making policy decisions and issuing directives. The Board shall follow the Code of Ethics set forth in the FMCA By-Laws and shall have full authority to act for BAC through the elected officers in all executive, financial, and general administrative matters.

•  Any permanent vacancy on the Board of Directors shall be filled by appointment of the President after recommendation by the Nominating Committee with the approval of the Board. A vacancy in the position of Immediate Past President may be filled by a previous Past President at the discretion of the President. The appointee shall serve the remainder of the unexpired term of the vacated office until such time as his or her successor is duly qualified and elected.

•  The Board of Directors may determine that a member designated by the Board may substitute for an absent elected officer with the right to vote as if that officer were present.

ARTICLE VII
OFFICERS AND DIRECTORS

Section 1 – Eligibility

Any regular member in good standing qualified to vote shall be eligible for election to a two (2) - year term of office as an officer or director of BAC to serve until his or her successor is duly qualified and elected. Vice Presidents must reside in the region that they represent. The candidate(s) for President shall have served at least one (1) term on the Board of Directors. No two (2) members of a family unit shall hold an elected position during the same term.

Section 2 – Positions

The following officers shall be elected by the membership of this organization:

•  President

•  North West Vice President – Region 1

•  South West Vice President – Region 2

•  North Central Vice President – Region 3

•  South Central Vice President – Region 4

•  East Coast Vice President – Region 5

•  Secretary

•  Treasurer

•  National Director

•  Alternate National Director

Section 3 – President

a. Duties - The President shall:

•  Serve as the Chief Executive officer of BAC.

•  Direct the business of BAC.

•  Attend and preside at all regularly scheduled and special meetings of the Board of Directors and the membership.

•  Except for the Nominating Committee, appoint all committees and serve as a member thereof.

•  Assist the BAC membership in selecting candidates from each region to serve on the Nominating Committee.

•  Undertake to perform all duties prescribed by the Constitution and By-Laws as directed by the Board of Directors and membership.

•  Endeavor to attend as many BAC rallies as reasonably possible.

b. Vacancy – Upon a vacancy occurring in the office of President or inability or refusal to act or perform the duties, the Vice President in the Region where a meeting is scheduled to be held (or if that Vice President is absent, the next closest Vice President geographically) shall assume the duties of President and preside at the meeting. As soon as practicable after the vacancy occurs, the regional Vice President shall call a special meeting of the Board of Directors who shall appoint an interim President to be selected from current or prior Presidents or Vice Presidents to fill the vacancy for the remainder of the unexpired term who shall serve until his or her successor is duly qualified and elected by the membership.

Section 4 – Vice Presidents

Duties – Regional Vice Presidents shall:

•  Assist the President in his or her duties as requested whenever possible.

•  Preside at any regularly scheduled meeting within the Vice President's region at which the President is unable to attend.

•  Solicit, supervise, direct, and assist rally masters in conducting rallies in the Vice President's region.

•  Approve any proposed rally in his or her region.

•  Whenever possible, attend all scheduled rallies within that region.

•  Inform the President and Beaver Tales Editor of any planned rally in the Vice President's region providing information on dates, costs, names of rally masters, and all other pertinent information.

•  Approve all rally requests for advanced funds from BAC and submit same to the Treasurer with a copy to the President.

•  Arrange for submission of each rally master's timely financial report of a completed rally to the Treasurer, with a copy to the President.

Section 5 – Secretary

Duties - The Secretary shall:

•  Comply with the FMCA By-Law provisions requiring submission of reports on the chapter to FMCA..

•  Be custodian and keep accurate permanent records and minutes of all BAC meetings and activities designated by the Board of Directors which shall be available to any member(s) upon reasonable request.

•  Send appropriate notices and correspondence of meetings and other actions as designated by the President and/or Board of Directors.

•  Arrange for the mailing and return of ballots for all elections, amendments to the Constitution and By-Laws, and other matters where a mail ballot of the membership is required.

Section 6 – Treasurer

a. Duties – The Treasurer shall:

•  Receive all funds and pay all bills of BAC under the direction of its Board of Directors.

•  Prepare and submit financial reports for each regular and special meeting and an annual report for the current fiscal year.

•  Within one (1) month after the expiration of term of office, deliver to the incoming Treasurer all money, vouchers, books, and papers of the BAC with all financial records posted to the date of delivery.

•  Complete and file all required Federal and State Income Tax Returns on behalf of BAC in a timely manner and maintain all supporting documents pertaining thereto.

b. Audit – The Treasurer's records, reports, and statements shall be reviewed and audited annually by an Audit Committee appointed by the President. The results shall be submitted to the Board of Directors and the membership for approval at the next semi-annual meeting.

c. Dual Positions – One member may be elected and serve as both Treasurer and Secretary provided, however, that such member shall be entitled to cast only one (1) vote at Board of Directors and Corporation meetings.

Section 7 – National Directors

A National Director and Alternate National Director shall be elected biannually from the regular membership to serve on the governing Board of Directors of the FMCA and shall hold office subject to the duties and authority provided in the FMCA By-Laws.

Section 8 –Terms

•  The President and Vice President shall be limited to serving one (1) full two-year term. The Treasurer and Secretary shall be limited to serving two (2) full two-year consecutive terms. The National Director and Alternate National Director shall be elected biannually, without limit. An officer appointed to fill an unexpired term shall be eligible to election as if such appointment had not occurred.

•  The term of office for all elected Officers and Directors, appointed Committee members and all Board appointed positions shall begin on October 1 of each year hereafter or at the earlier time of a BAC pre-rally to an FMCA Convention held during the month of September. Members of the Nominating Committee shall assume their duties immediately upon election and continue until their successors are qualified and elected.

ARTICLE VIII
MEETINGS

Section 1 – Definitions

Regular or Special – A meeting shall be defined as any duly convened regular or special meeting of the Board of Directors or membership.

Section 2 – Board of Directors

•  Business meetings – At least two (2) Board of Directors meetings shall be held during each fiscal year, one (1) at the BAC pre-rally at the time of the FMCA Winter Convention and one (1) at the BAC pre-rally (the annual meeting) to be held at the time of the FMCA Summer Convention. Special meetings of the Board of Directors may be called by the President or any two Vice Presidents upon ten (10) days prior notice or upon obtaining a waiver of such notice consenting thereto executed by a majority of Directors entitled to vote at the meeting.

•  Consent – Any Action which may be taken at a regular or special Board of Directors meeting may be consented to in writing by a two-thirds (2/3) majority of all voting Board members, which action shall have the same validity and effect as if acted upon at a duly convened or special meeting.

•  Quorum – A quorum shall consist of seven (7) voting Board members attending any duly convened meeting. A majority vote of those Directors attending such a meeting shall be necessary for the adoption and passage of any motion or resolution.

Motions and Resolutions – All motions shall be made, seconded, and recorded by the Secretary. Routine motions may be passed by voice vote. Resolutions shall be adopted by roll call vote and may be amended, modified, or repealed only in the same manner.

Section 3 – Corporation Meetings

Meetings of the membership shall be scheduled during the lead-in rallies associated with the winter and summer FMCA Conventions. The meeting at the summer lead-in rally shall be the annual meeting of the Corporation.

Section 4 – Special Meetings

Special meetings of the corporation may be called by the President or any two (2) Vice Presidents upon thirty (30) days prior written notice stating the time, place, and purpose of the meeting.

Section 5 – Quorum, Voting

A quorum at any meeting shall consist of twenty-five percent (25%) of the chapter family unit members herein before described or fifteen (15) family unit members whichever is less.

Section 6 – Change in Scheduled Meetings

The Board of Directors may change the location and/or schedule for any Board of Directors or Corporation meeting, provided that notice of any change in a Corporation meeting be provided to the membership in Beaver Tales at least thirty (30) days prior to the earlier of the originally scheduled date or the changed date.

ARTICLE IX
NOMINATIONS

•  At the regularly scheduled meeting during the winter BAC pre-rally, the membership shall elect a Nominating Committee of no less than five (5) nor more than seven (7) members, with at least one (1) member from each region, to select a slate of nominees for the offices to be filled. Regional Nominating Committee members will be elected for a two (2) -year term to parallel the terms of the Vice Presidents of the Region they represent. The Nominating Committee shall, from its elected members, select a Chairman to govern its activities and shall advise the President to that effect.

•  The Nominating Committee's recommended slate of candidates for all offices to be filled shall be forwarded to the President prior to the next winter BAC pre-rally who shall submit the recommendations to the membership for consideration at the next regularly scheduled business meeting. The Nominating Committee shall recommend, with the nominee's consent, the best candidates available for the particular position(s) to be filled and shall consider second terms for all incumbent Officers and Directors eligible for such terms. When possible, Vice President candidates shall have had prior rally experience. Nominations from the floor may be made during the regularly scheduled meeting. All nominees shall have consented to serve if elected.

ARTICLE X
VOTING

Section 1 – Method

•  All elections of Officers and Directors and amendments to the Constitution and By-Laws of BAC shall be conducted by mailing a ballot in appropriate form to each qualified voting member.

•  Each qualified voting member present at any duly convened meeting shall be entitled to cast a voice vote or closed ballot vote upon any proposition, policy, or directive introduced at the meeting for action, excluding matters requiring a vote by mail ballot.

•  A majority of all votes cast at any meeting of the Board of Directors or membership at which a quorum is present or votes cast by a mail ballot shall be sufficient to approve and pass all matters requiring a vote.

Section 2 – Ballots

•  Elections – On or before May 1 of each year, the Secretary shall mail to each qualified voting member an official ballot listing the candidates and the office being sought, the nominees' resumé, the return envelope, all in an envelope marked “Official Ballot Enclosed”. A provision shall be made on the ballot for write-in candidates for each office. Regional members shall be instructed to vote for one (1) Vice President in the voting member's region. The ballot shall be returned in the return envelope to an independent organization or person designated by the Board of Directors for safekeeping, post marked on or before June 15.

•  Amendments to Constitution and By-Laws – At least twenty (20) days prior to the return date, the Secretary shall mail to each qualified voting member a notice of the amendment to be voted upon which shall contain the post marked date on which the ballot shall be returned, a copy of the proposed amendment, a ballot providing a “yes” or “no” choice, a return envelope addressed as provided in paragraph a above, all in an envelope marked “Official Ballot Enclosed”. This mailing may be combined with the one for elections and the amendments to be voted upon may appear on the same ballot as the candidates for office.

•  Tabulation – All sealed mail ballots shall be opened and counted by a committee appointed by the President who shall designate the date, time, and place for each tabulation which shall not be sooner than ten (10) days after the required post marked date. The results of the mail vote shall be published in the next issue of Beaver Tales and reported to the membership at the next regular or special Corporation meeting.

•  Form – The form of all ballots shall be determined by the President, Secretary, and Chairman of the Nominating Committee. Each family unit member shall be entitled to cast one (1) vote on any matter requiring a vote.

ARTICLE XI
STANDING COMMITTEES – BOARD APPOINTED POSITIONS

Section 1 – Designation

The President shall appoint at least three (3) members including one member from the Board of Directors to the following standing committees to serve concurrently with the Officer's and Director's term of office:

•  Procedures and Regulations (P&R) Committee – The P&R Committee shall accept assignments to review and recommend Board action to be taken in connection with amendments to By-Laws, policy changes, or any other matters referred to the committee by the Board.

•  Audit Committee – The Audit Committee shall audit the Treasurer's financial reports and returns and report their findings to the President and the Board of Directors.

•  Budget Committee – The Budget Committee shall recommend to the Board of Directors an annual budget for the operation of BAC taking into account available funds from dues and other sources.

Section 2 – Board Appointed Positions

The Board of Directors may make appointments to qualified persons to assist in the administration of the Club. Some of these may be compensated as independent contractors as may be deemed necessary at the Board's discretion. Such positions and their responsibilities shall be enumerated in the Club's Policy Statements. Such appointments may entail designation as Advisory Members of the Board of Directors under the provisions of ARTICLE VI, Section 2.b. of the these By-Laws.

ARTICLE XII
INDEMNIFICATION
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND AGENTS

Section 1 – Indemnification

Each Director, each Officer and each other person who may have acted as a representative of BAC at its request, that person's heirs, executors and administrators shall be indemnified by BAC against any costs and expenses, including counsel's fees, reasonably incurred in connection with any civil, criminal, administrative or other claim, action, suit or proceeding in which he/she or they may become involved or which he/she or they may be threatened, by reason of his/her being or having been a Director or Officer of BAC, and against any payments in settlement of any such claim, action, suit or proceeding or in satisfaction of any related judgment, fine or penalty, except costs, expenses or payments in relation to any matter as to which he/she shall be finally judged derelict in the performance of his/her duties to BAC unless BAC shall receive an opinion from independent counsel that the director, officer or representative has not so been derelict. In the case of a criminal action, suit or proceeding, a conviction or judgment (whether after trial or based on a plea of guilty or nolo contendre or its equivalent) shall not be deemed an adjudication that the Director, Officer or representative was derelict in the performance of his/her duties to BAC if he/she acted in good faith in what he/she considered to be the best interest of BAC and with no reasonable cause to believe the action was illegal. The foregoing right of indemnification shall not be exclusive of other rights in which Directors, Officers and others may be entitled as a matter of law or otherwise. The foregoing

shall be construed to limit liability of Officers and Directors to the maximum extent allowed by law.

ARTICLE XIII
PARLIAMENTARY LAW

The rules contained in Roberts's Rules of Order, Newly Revised, shall govern this Chapter in all cases to which they are applicable, and which they are not inconsistent with the Constitution and By-Laws of FMCA and of the BAC.

ARTICLE XIV
AMENDMENTS

Section 1 – Amendments

The Constitution and By-Laws of BAC may be amended at any time by the membership casting a vote by mail as herein provided.

Section 2 – Procedure

•  Proposed Amendment – Any qualified voting member may recommend an amendment to the By-Laws which shall be forwarded to the President who shall refer the recommendation to the P&R Committee for review. The committee shall make a recommendation of approval or denial of the proposal within sixty (60) days after receipt and send a copy to the President and each Board member.

•  Action – Upon receipt of a recommendation from the P&R Committee, the Board of Directors shall either approve or deny the proposed amendment. If approved, the proposal shall be submitted for a mail vote to the membership at the time of the next election of a President or at such earlier time as the Board of Directors may determine. Upon denial of the proposed amendment by the Board of Directors, the proposing member(s) shall be advised accordingly within thirty (30) days thereafter. Approval or denial of a proposed amendment shall require a majority vote of all directors.

•  Veto – A denied proposed amendment may be reinstated within thirty (30) days thereafter upon submission to the BAC President of a petition containing no less than twenty (20) family unit members requesting reinstatement of the proposal in which event the amendment shall be submitted to the membership for consideration by mail ballot as if it had been originally approved by the Board of Directors.

ARTICLE XV
MISCELLANEOUS PROVISIONS

Section 1 – Responsibility

BAC is not to be held responsible for personal statements, opinions or representations advanced in newspapers, newsletters or in discussion at meetings.

Section 2 – Notices

Notices to Directors shall be in writing and effective fourteen (14) days after deposit in the U.S. Mail to the latest address shown on the Corporation's membership roll. The registered agent shall be the person shown in the Articles of Incorporation, as they may be amended from time to time. Any matter in which written approval or communication is required may be effected by first class mail or any form of electronic communication for which a receipt or reply can be obtained and which can be reduced to hard copy. If electronic communication is not available for any person or if any person does not confirm receipt, then notification must be sent by first class mail or made in person.

Section 3 – Principal Office

The address of the principal office of the Corporation shall be:

Beaver Ambassador Club
91320 Coburg Industrial Way
Coburg, OR 97408

or such other address as the Board of Directors may determine.

Section 4 – Corporate Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the State of incorporation, and the words “Corporate Seal”.

Section 5 – Contracts, Loans, Checks, and Deposits

•  Contracts – The Board of Directors may authorize any officer or officers, agent or agents 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.

•  Loans – No loans in excess of $10,000 shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name, except as authorized by the membership acting at a duly called meeting. Such authority may be general or be confined to specific transactions.

•  Checks and Deposits – Until the membership shall provide otherwise by resolution, the funds of the Corporation shall be held in accounts at any convenient FDIC insured bank. The President, Treasurer, Secretary, or Membership Director may sign checks up to $1000. These checks must be supported by a voucher. The Treasurer has authority to issue checks for all expenditures authorized by the annual budget approved by the Board of Directors, and for any unanticipated expenses or budget overages up to $2500. Any unanticipated expenses not authorized in the approved budget or overages in the approved budget in excess of $2500 must be approved by the President in writing. The Board of Directors may authorize a designated Member to act for the Treasurer in the event of the temporary inability of the Treasurer to perform the functions of that office.

Section 6 – Effective Date

The effective date of these By-Laws shall be August 11, 2006.