Route 55 Corvette Cruisers By-Laws

•1. The Club's name is: Route 55 Corvette Cruisers, and is organized under Minnesota State Law as a "Non-Profit Corporation" under Chapter 317A, with a Federal Identification Number of: 261896316. No shares are outstanding; nor will be issued. The Club exists solely for the enjoyment of its members who are passionate about the Corvette brand.

•2. Membership in the Club is limited to owners and their immediate families, or prospective owners and their immediate families of Chevrolet Corvettes, who are eighteen (18) years of age or older. If an applicant has not attained legal majority age according to the laws of her/his state of residence, s/he must submit a statement of parental consent, signed by a legal guardian and properly notarized.

•3. To join Route 55 Corvette Cruisers, a prospective member must fulfill the requirement of By-Law number Two, and attend two Club functions. The prospective member shall be required to be voted in by a majority of members present at an official meeting. Charter Members of the Club will be any members who have paid Club dues before June 30, 2008.

•4. The Club may determine the amount of an initiation fee, if any, and set other Club dues. All Club members' dues are payable annually on or before February 1st to Route 55 Corvette Cruisers, or by presentation to any Club Officer.

•5. The Club Officers (Executive Board) shall consist of a: President, Vice President, Past President (immediate past President only), Secretary, and Treasurer. Officers shall be voted into office by a majority of the members at an official meeting in November. Officers shall be elected on an annual basis, with nominations and voting being made at the November meeting. The results will be released at the November meeting. Office shall run from January 1st to December 31st. All officers may be re-elected for consecutive terms. The Club Officers of this corporation shall not be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any property of the directors, officers or members be subject to the payment of the debts or obligations of this corporation to any extent whatsoever. President: Shall preside at all meetings of the Club and Executive Board, and will have a part in the general supervision, direction and management of the Club's affairs. Vice President: Shall perform the duties of the President in the President's absence, inability or refusal to act, disability or death. Past President: Shall perform the duties of the President in the President's and Vice President's absence, inability or refusal to act, disability or death. Secretary: Shall maintain the Club's membership roll and record proceedings of the Club in a book(s) for that purpose. Shall be the custodian of all books, correspondence, and papers relating to the business of the Club, except those of the Treasurer. Shall execute and attest with the President on behalf of the Club all instruments which may be required. Treasurer: Shall have custody of the Club's checking account, and when necessary and proper shall write checks for payment of the Club's bills. The Treasurer shall endorse and deposit, or cause to deposit, the same in the name of this Club into a sole checking account at a bank selected by the Executive Board and maintained by the Club for that purpose. Monthly reconciliation of the Club's checking account shall be attested at least annually by one other member of the Executive Board, with a report of the reconciliation at least annually to the Club's membership at an official meeting. The Club's starting check sequence number shall be 1001.

•6. The Executive Board, consisting of all elected officials, will meet at the beginning of each year and anytime thereafter as needed, to discuss special problems or issues, plan events and make recommendations to the regular membership.

•7. The Executive Board shall appoint a person to complete a term of office if an officer resigns a position. If the President resigns, the Vice President will take over for the remainder of the President's term; and a new Vice President will be appointed by the Executive Board for the remainder of the Vice President's term.

•8. All assets of the Club shall be used as determined by the Club for the members' enjoyment and entertainment. The Club shall not borrow money nor pledge its assets.

•9. Official meetings will be held monthly on the third Tuesday of each month, with the exception of the month of December when there is no Club meeting.

•10. Any member in frequent violation of City and State Laws, traffic or other will be referred by the Executive Board for suspension from the Club for an indefinite period of time if an affirmative majority vote of Club members present at the official meeting concurs. This suspension shall be lifted only by a majority vote of members present at an official meeting.

•11. Proposals for By-Law changes must be presented to the Club President at least one week before any regular Club business meeting so they can be included on the meeting agenda as a discussion item. After such discussion at a regular business meeting, the Club may call for a vote on the proposed changes at the next regular Club meeting as long as notice is sent by the Club to all members at least 10 days prior to such a vote advising of the date, time, and location of the meeting; and the proposed By-Law revisions being voted on. The BY-LAWS may be revised by 2/3 majority of the members voting at such Club meeting. Quorum for other votes is defined as a majority of those Club members in attendance at the monthly meeting. Each new member, upon joining Route 55 Corvette Cruisers, will receive a copy of the BY-LAWS. Copies will be kept by the Secretary and will be available upon request.

•12. All Club members are expected to drive their Corvette and conduct themselves in a manner which positively reflects upon the Brand's image and the Club's good reputation during events and functions. All members shall be respectful of other members and their Corvette(s).

•13.1 In General. Subject to Section 13.2 hereof, the corporation shall indemnify and make advances to each person who is a director, officer or employee of the corporation, or a member, to the full extent mandated by, and in accordance with Section 317A.521 of the Minnesota Nonprofit Corporation Act, without prohibitions, limitations or conditions other than those set forth in said section 317A.521.

•13.2 Limitation on Indemnification. Indemnification pursuant to Section 13.1 hereof shall be for the sole and exclusive benefit of the person expressly identified therein, and no other person, corporation, or legal entity of whatever nature shall have any rights thereunder by way of voluntary or involuntary assignment, subrogation, or otherwise.

•13.3 Insurance. The corporation may provide, maintain, and pay for insurance on behalf of any person indemnified pursuant to Section 13.1 hereof.

Original By-Laws 02/26/2008 s

First Revision 07/22/2009 s

Second Revision 04/20/2010 s

Third Revision 01/18/2011 s

_/s/___________________________________ R55CC President, Mike Fine 1-18-2011

_/s/___________________________________ R55CC Secretary, Ted Harper 1-18-2011