UNDER CONSTRUCTION

BYLAWS OF

KERN WHEELMN, INC.

ARTICLE I – OFFICES

Section One.   Principal office.  The principle office of the corporation in the State of California shall be located in the city of Bakersfield, California, County of Kern.

Section Two.   Other Offices. The corporation may have such other offices, either within or without the County of Kern, State of California, as the board of directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE II – MEMBERS

Section One.  Classes of Members.  The corporation shall have three (3) classes of members:

a)    Individual: Open to all personas at base fee.

b)    Family: Immediate family members included for 150% of the membership fee.

c)    Racing Membership: 200% of base fee.

Sections Two.  Admission.  An applicant she be admitted to membership in the corporation only on making application therefore.  Application for membership shall be in such form as shall be prescribed by the board of directors.

Section Three.  Voting Rights.  Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section Four. Suspension or Expulsion of Members.  The board of directors, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member sho becomes ineligible for membership, or suspend or expel any membership shall be in fault in the payment of dues for the period fixed in Article III of these BYLAWS.  In addition, the board of directors, by affirmative vote of two-thirds of all the members of the board, may suspend of expel a member for conduct that the board deems detrimental to the objects or interests of the corporation or violations of its constitution, bylaws, code of ethics, or rules and regulations, provided the members is given notice of the proceedings against him and an opportunity to be heard in his own defense.

Section Five.   Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section Six.  Reinstatement.  Upon written request signed by a former member and filed with the secretary, the board of directors by the affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership on such terms as the board of directors may deem appropriate.

Section Seven.  Transfer of Membership.  Membership in this corporation is transferable, however, no such transfer is valid unless the proposed transfers is submitted to the board of directors in writing and approved by the majority of the entire board.  So such transfer shall become effective until the secretary of the corporation is notified of the transfer in writing.  The secretary must then record the transfer in the membership book.

Section Eight.  Termination of Membership.  Membership shall terminate on the death or resignation of a member, the transfer of his membership in accordance with these bylaws, or his expulsion by the board of directors.  On such termination any right, title, or interest of the member in or to the property and assets of the corporation shall cease.

ARTICLE III.  DUES

Section One.  Annual Dues.  The board of directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members.

Section Two.  Payment of Dues.  Dues shall be payable with the application to membership in the corporation.  New-member dues shall be prorated in monthly basis, as described below, to cover the remaining calendar year.  New members may optionally pay for more than one year’s dues.  Dues shall be renewed each December for the coming calendar year so that annual dues provided membership from January 1 through December 31.  New-member dues shall be prorated by paying that fraction of the appropriate annual dues according to the following table:

Section Three.  Default and Termination of Membership.  When any member of any class shall be in default in the payment of dues for a period of three (3) months from his annual renewal date, his membership may thereupon be terminated by the board of directors in the manner provided in Article II of these bylaws.

ARCTICLE IV.  MEETINGS OF MEMBERS