SOCIETY ACT 9683

SOCIETY ACT 9683

PRINCE GEORGE AUTO RACING ASSOCIATION CONSTITUTION

The name of the society is the Prince George Auto Racing Association.

The objects of the society are:
A) To provide, sponsor, encourage and foster auto racing among it's own members and members of the community;
B) To purchase, lease, or otherwise acquire land, buildings, equipment, and other property for the pursuit of the said society;
C) To hold public exhibitions for the purpose of furthering the objects of the society and to offer and grant such prizes and
     rewards of such character and on such terms as the Directors may deem expedient;
D) To borrow, raise, provide, or otherwise secure funds in such manner as the society may see fit and in particular to
     mortgage, or the issue of bonds or debentures or otherwise charged upon all or any of the society's property and to
     redeem and repay same;
E) To sell, improve, mange, develop, exchange, lease, mortgage, dispose of turn to account or otherwise deal with all
     or any part of the property or rights of the undertaking of the society or any part thereof;
F) To do all such things as are incidental or conductive to the attainment of any of the above objects or for the necessary
     or proper operation of the said Society.

The operations of the Society are to be chiefly carried on, in, or adjacent to the City of Prince George, Province of British Columbia.

SOCIETIES ACT

PRINCE GEORGE AUTO RACING ASSOCIATION

BY-LAWS

MEMBERSHIP

a)    Voting Members:

Voting members shall be persons who have paid the dues as fixed by the Board of Directors and who pay such annual dues as may be fixed from time to time by the Board of Directors. Each voting member shall be entitled to one vote at a general meeting of the Society. A voting member must hold a valid membership for one (1) calendar year and be in good standing to be eligible to vote.

b)   Non-Voting Members:

Non voting members shall be persons admitted as such by the Board of Directors who shall pay the dues fixed by the Board of Directors and who shall pay such annual dues as may be fixed from time to time by the Board of Directors. Non voting members shall have no vote. Non voting members may give written notice of suggestion and recommendations to the Secretary for the time being of the Society and such suggestions and recommendations shall be brought before the next general meeting of the Society.

c)    Life Members:

Life members shall be such persons who have been a member of good standing for ten (10) consecutive years. Each Life member shall be entitled to one vote at each meeting of the Society and shall not be liable for any further annual dues.

d)    The interest of a member of the Society shall not be transferable and shall lapse and cease upon
               the death of such member or when such member shall cease to be a member by resignation or
               otherwise in accordance with the by laws from time to time in force.

e)    All members of the Society shall comply with the provisions of these by-laws and any amendment
               there to, and with such regulations as may be made hereunder from time to time by the Board
               of Directors and shall in all things endeavor to promote the interests of the Society and to carry
               out the objects for which the Society was incorporated.

WITHDRAWS

a)    Any member may withdraw from the Society by delivering to the Secretary of the Society, either
               personally or by registered mail, a written notice to that effect.

b)    A member's name shall be stricken from the rolls of the Society, if the member's annual dues are
               outstanding more than 6 (six) months.

c)     A member may be expelled or suspended from the Society by the Board of Directors if the Board
               of Directors deems that his or her continuance as a member of the Society is inimical to its best
               interests.

MEETINGS

a)    A General Meeting of the Society shall be held not later than one month after the date of incorporation
               hereof and thereafter a general meeting shall be held at such time and place as may be prescribed by
               the Board of Director.

b)    The annual General Meeting of the Society shall be held in the month of October or September each
               year.

c)    The Board of Directors may, whenever it thinks fit, convene an extraordinary General Meeting shall
               also be covened on the written requisition of not less than ten (10) voting members of the Society
               giving the nature of the business to be discussed at such extraordinary General Meeting, delivered
               to the President or Secretary for the time being, or the Society, who shall within two(2) days for
               the receipt so such requisition give proper notice of such extraordinary General Meeting.

d)     Seven (7) days clear notice shall be given to all extraordinary General Meetings and Annual General
                Meetings. Such notices may be given to the voting members either by posting a pre-paid notice,
                by a notice posted on the Society's premises, or by publishing in a local newspaper or over the
                local radio station, setting forth the time, place and nature of the business to be conducted at such
                meeting.

e)    No business shall be transacted at any General Meeting unless a quorum of members is present at
              the time when the meeting proceeds to business, a quorum shall be members personally present
              not less than five (5) voting members of the Society at the date of such meeting.

f)    If within half an hour after the time appointed for the meeting, a quorum is not present, the meeting,
              if covened upon the requisition of members, shall be dissolved, in any other casesit shall stand
             adjourned to the same day in the next week at the same time and place, and if at the adjourned
             meeting a quorum is not present within half an hour after the appointed time for the meeting, the
             voting members present h all be a quorum.

g)    The President of the Society shall preside as Chairman at every General Meeting of the Society,
              and in his or her absence, the Vice-President shall preside, in the absence of both the President
              and the Vice-President, the members present shall choose one of their members to be Chairman.

BOARD OF DIRECTORS, OFFICERS AND THEIR DUTIES

a)   The Board of Directors of the Society shall consist of not less then nine (9) voting members elected
             each year to the Offices of President, Vice-President, Treasurer, Secretary, and not less then three (3)
             or more than nine (9) other Directors. At any General Meeting of the Society, provided due notice
             thereof has been given as aforesaid, the member of Directors may be increased or decreased.

b)    The first election of Directors of the Society shall be held at the first General Meeting of the Society after
               the incorporation. At each Annual General Meeting thereafter, all Directors and Officers of the Society
               shall retire from Office and the voting members of the Society shall elect Directors to fill the Offices
               vacated.

c)    A retiring Director shall be eligible for re-election.

d)    Any casual vacancy occurring in the Board of Directors by death, resignation, or otherwise, may be
               filled up by the remaining Directors. IN the event that a Director is unable or unwilling to fulfill his duties,
               the Board of Directors shall have the power by a 2/3 vote to vacate him or her from Office and may
               appoint any voting member of the Society in good standing in his or her place.

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    attended all meetings and take minutes of the proceedings at all meetings of the members and/or Directors and keep a proper record in a "minute book" to be kept for that purpose. In the event of the secretary being unable to be present at any such meeting or meetings the Chairman of the meetings shall appoint one of the Directors to act pro tem in the place of he Secretary.

l)    The President can and must do anything and everything he or she deems necessary for the betterment of racing and the above named Society and has absolute power in this regard.

m)    The Board of Directors shall have power to pass such regulations not inconsistent with these by-laws as it may deem advisable respecting the conduct of the affairs of the Society

n)    A Directors Meeting shall be held at such times as may be expedient and at such time and place as they may consider advisable. Special meetings of the Board of Directors shall be called by the President upon the request of two Directors and may be called by the President at any time.

o)    The Board of Directors shall have full control of the managing, running and care of all lands, premises, and equipment held by it, but shall not commit the Society in any major undertaking or in any way convey mortgage or otherwise charge the said property except on order of a 2/3 majority of voting members of the Society in attendance at a General Meeting of which due notice had been given both ____ the meetings and of the business to come before the meeting.

p)    The minutes of each meeting of the Board of directors shall be read at the next following General Meeting of the Society.

q)    An authorized Bank, to be determined by the Board of Directors from time to time, shall be the bank of the Society, and an account shall be kept at the said Bank in the name of the Society, and all cheques drawn on the account shall be signed by such Officers as the Director may deem expedient.

r)    The Directors shall pass all accounts of the Society.

ELECTIONS

a)    At least one month before the Annual General Meeting, the Board of Directors shall appoint a Nominating Committee of three (3) members to obtain nominations for the Board of Directors. The report of the nominating committee shall be given at the Annual General Meeting before the election of Officers, after the report has been given the Chairman of the meeting shall call for nominations from the floor, if any, for the Office to be elected.

b)    All voting for Officers and Directors of the Society shall be by secret ballot which ballots shall be destroyed immediately after the results of such vote have been tallied and recorded.

c)    NO persons hall be elected to any Office of the Society unless he or she have over 50% of the total votes_____ IN the event that no persons has more then 50% of the votes cast, the candidate having the least number of votes shall withdraw from the elections and the members shall revote until one candidate has more than 50% of the total votes cast.

2. THAT the By-Laws of the society be altered by adding a new section respecting Proxy Voting, as follows:

PROXY VOTING

a)    Voting by Proxy shall be permitted on the terms and conditions hereinafter set out;

b)    A voting member shall be entitled to appoint one Proxy holder to attend, act and vote for him/her at any General Meeting of the Society. The Proxy holder mush be a voting member in good standing of the Society.

c)    A form of Proxy shall be in writing under the and of the appointer or of his/her attorney duly authorized in writing.

d)    A form of Proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the Society's address for service in the Province of British Columbia or at such other place as is specified for that purpose in the notice convening the meeting, not less then 24 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meetings in respect of which the person named in the instrument is appointed. In addition to any other method of depositing Proxies provided for in these By-Laws, the Directors may from time to time by resolution make regulations relating to the depositing of Proxies at any place or places and fixing the time or times for depositing the Proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of members and providing for particulars for such Proxies to be sent to the Society or any agent of the Society in writing or by letter, telegram, telex or any method of transmitting legibly recorded messages s as to arrive before the commencement of the meetings or adjourned meeting at the office of the Society or of any agent of the Society appointed for the purpose of receiving such particulars and providing that Proxies so deposited may be acted upon as though the Proxies themselves were deposited as required by this Part and votes given in accordance with such regulations shall be valid and shall be counted.

e)    Unless the Society Act or any other statute or law which is applicable to the Society requires any other form of Proxy, a Proxy shall be in the form following, but may also be in any other form that the Directors or the Chairman of the meeting shall approve:

( Name of Society)

The undersigned, being a member of the above named Society, hereby appoints ___________________, as Proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the General Meeting of the Society to be held on the __________ day of _________________, 20_____, and at any adjournment thereof.

Signed this_________ day of ______________, 20_____.

(Signature of Member)

f)    A vote given in accordance with the terms of Proxy is valid notwithstanding the previous death or incapacity of the member given the Proxy or the revocation of the proxy or of the authority under which the form of Proxy was executed provided that no notification in writing of such death, incapacity or revocation shall have been received at the Society's address for service in the Province of British Columbia or by the Chairman of the meeting or adjourned meeting for which the Proxy was given before the vote is taken.

g) Every Proxy may be revoked by an instrument in writting

    i)    Executed by the member giving the same or by his attorney authorized in writing;

    ii)    Delivered either at the Society's address for service in the Province of British Columbia at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof at which the Proxy is to be used, or to the Chairman of the meeting on the day of the meeting or any adjournment thereof before any vote in respect of which the Proxy is to be used shall have been taken;

    iii)    Or in any manner provided by law.

BORROWING POWERS

a)    The Society may, by extraordinary resolution, exercise all or any of the borrowing powers conferred upon it by "The Societies Act" and amendments thereto upon a vote of 2/3 of the members present at such meeting.

b)    All promissory notes, bills of exchange , debentures and any other _______ or transferable instruments made, executed or issued by the Society shall be signed by the Treasurer and either the President or Secretary.

AUDIT OF ACCOUNTS

a)    The Treasurer's books and accounts shall be audited at the end of each Society year. Two (2) or more Auditors shall be appointed by the Directors annually, _____ they hall be capable of reappointment and their report shall be made to the members at the Annual General Meeting of the Society as part of the Treasurer's Annual Report.

b)    The fiscal year of the Society shall terminate at any year at the conclusion of the Annual General Meeting.

c)    A balance sheet shall be made out in every year and laid before the Society at the Annual General Meeting make up to a date not more than two (2) months before such Meeting.

d)    The balance sheet shall be accompanied by a report of the Directors as to the Society's affairs.

AMENDMENTS TO BY-LAWS

a)    The By-Laws shall not be altered or added to except by Extraordinary Resolutions passed by 2/3 of the members present at the General Meeting. Written notice shall be given to the voting members, by the Secretary, of the General Meetings called to pass any amendment to or alteration of the By-Laws herein.

MINUTES OF MEETINGS

a)    Minutes of all Annual and other General Meetings shall be entered in the "Minute Book" by the Secretary and shall be signed, after approval thereof by the members present, by the Chairman and the Secretary.

INSPECTION OF BOOKS AND ACCOUNTS

a)    The books, records and accounts of the Society shall be produced and opened for inspection by any voting member of the Society at every General Meeting of the Society, and shall be produced and opened for inspection at all times on the request of any Director of the Society.

DATED at the City of Prince George, in the Province of British Columbia, this 8th day of February 1972.

ANY SECTIONS HIGHLIGHTED IN RED WERE AMENDMENTS MADE THE 9th DAY OF FEBRUARY, 1999.

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