CORPORATE BYLAWS

NAME OF CORPORATION: Rotary POWER Northwest.

ARTICLE I: PURPOSE

Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions). This corporation’s primary purpose shall be to provide members with social, educational, trade, and sporting opportunities with respect to rotary engine vehicle in general, and the Mazda RX-7 in particular.

ARTICLE II: MEMBERS

Section 1. Classes and Voting. There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the Bylaws of this corporation.

Section 2. Qualifications. A person shall become a member of the corporation by applying for membership and paying annual dues as set forth by the Board of Directors.

Section 3. Termination of Membership. Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.

Section 4. Annual Meeting. The annual meeting of the members shall be held on the second Saturday in November of each year.

Section 5. Special Meetings. Special meetings of the members shall be held at the call of the Board of Directors, or by the call of the holders of at least five percent of the voting power of the corporation by a demand signed, dated, and delivered to the corporation’s Secretary. Such demand by the members shall describe the purpose for the meeting.

Section 6. Notice of Meeting. Notice of all meetings of the members shall be given to each member at the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, place, and purposes of the meeting.

Section 7. Quorum and Voting. Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members voting is the act of the members, unless these Bylaws or the law provide differently.

Section 8. Proxy Voting. There shall be no voting by proxy.

Section 9. Action by Consent. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a members’ meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members.

ARTICLE III: BOARD OF DIRECTORS

Section 1. Duties. The affairs of the corporation shall be managed by the Board of Directors.

Section 2. Number and Qualifications. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number to be determined from time to time by the Board of Directors. Until changed by a resolution of the Board of Directors, the number of directors shall be 5. Any decrease in the number of directors designated by the Board of Directors shall not shorten an incumbent director's term.

Section 3. Election and Tenure of Office. The directors shall be elected at the annual meeting of the Board of Directors. The terms of all directors shall be for two years, with the exception of the first year of incorporation, where the terms of three directors shall be for two years and the terms for two directors shall be for one year. The length of terms shall be decided at the first general meeting of the Board of Directors.

Section 4. Removal. Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members entitled to vote at an election of Directors.

Section 5. Vacancies. Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of the Directors then on the Board of Directors.

Section 6. Quorum and Action. A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present.

Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.

Section 8. Special Meetings. Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting.

Section 9. Meeting by Telecommunication. Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications, as long as all Directors can hear each other.

Section 10. No Salary. Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.

Section 11. Action by Consent. Any action required by law to be taken at a meeting of the board, or any action which may be taken at a board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.

ARTICLE IV: COMMITTEES

Section 1. Executive Committee. The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make on-going decisions between Board meetings and shall have the power to make financial and budgetary decisions.

Section 2. Other Committees. The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.

Section 3. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the number of Directors prescribed by the Board, or if no number is prescribed, a majority vote of all Directors in office at that time.

Section 4. Quorum and Action. A quorum at a Committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

Section 5. Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.

ARTICLE V: OFFICERS

Section 1. Titles. The officers of this corporation shall be the President, Secretary, and Treasurer.

Section 2. Election. The Board of Directors shall elect the President, Secretary, and Treasurer to serve at the pleasure of the Board of Directors. An officer may be reelected without limitation on the number of terms the officer may serve.

Section 3. Vacancy. A vacancy of the office of President, Secretary, or Treasurer shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.

Section 4. Other Officers. The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 5. President. The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors.

Section 6. Secretary. The Secretary shall have responsibility for all recordkeeping. The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors and members’ meetings and actions; (b) provision for notice of all meetings of the Board of Directors and members; (c) authentication of the records of the corporation; (d) making financial reports as to the financial condition of the corporation to the Board of Directors; (e) maintaining current and accurate membership lists; and (f) and any other duties as may be prescribed by the Board of Directors.

Section 7. Treasurer. The Treasurer shall have responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping of full and accurate accounts of all financial records of the corporation; (b) deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; (c) disbursement of all funds when proper to do so; (d) maintaining current and accurate membership lists; and (e) and any other duties as may be prescribed by the Board of Directors.

ARTICLE VI: INDEMNIFICATION

Section 1. Directors and Officers. This corporation shall indemnify to the fullest extent permitted by law, any person who is made, or threatened to be made, a party to or witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit or proceeding by or in the right of the corporation) by reason of the fact that:

(i) such person is or was a director or officer of the corporation or any of its subsidiaries;

(ii) while serving as a director or officer of the corporation or any of its subsidiaries, such person is or was also serving as a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation or any of its subsidiaries; or

(iii) while serving as a director or officer of the corporation or any of its subsidiaries, such person is or was also serving, at the request of the corporation or any of its subsidiaries, as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, limited liability company joint venture, trust, employee benefit plan or other enterprise.

Section 2. Employees and Other Agents. The corporation may indemnify its employees and other agents to the fullest extent permitted by law.

Section 3. Advances of Expenses.

(a) The expenses incurred by a director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise, which the director or officer is made or threatened to be made a party to or witness in, or is otherwise involved in, shall be paid by the corporation in advance upon written request of the director or officer, if the director or officer:

(i) furnishes the corporation a written affirmation of his or her good faith belief that he or she is entitled to be indemnified by the corporation; and

(ii) furnishes the corporation a written undertaking to repay any expenses advanced by the corporation if and to the extent that it is ultimately determined by a court that he or she is not entitled to be indemnified by the corporation. Such advances shall be made without regard to the person's ability to repay such expenses and without regard to the person's ultimate entitlement to indemnification under this Article or otherwise.

Section 4. Nonexclusivity of Rights. The rights conferred on any person by this Article VI shall be in addition to any rights to which a person may otherwise be entitled under any articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of the Board of Directors, or otherwise.

Section 5. Survival of Rights. The rights conferred on any person by this Article VI shall continue as to a person who has ceased to be a director, officer, employee or agent of the corporation; and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6. Amendments. Any repeal of this Article VI shall be prospective only and no repeal or modification of this Article VI shall adversely affect any right or protection that is based upon this Article VI and pertains to an act or omission that occurred prior to the time of such repeal or modification.

ARTICLE VII: LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by law, no director or officer of the corporation shall be personally liable to the corporation or its members for monetary damages for conduct as a director or officer. Without limiting the generality of the foregoing, if the Oregon Revised Statutes are amended, after this Article VII becomes effective, to authorize corporate action further eliminating or limiting the personal liability of directors and officers of the corporation, then the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the Oregon Revised Statutes, as so amended. No amendment or repeal of this Article VII, nor the adoption of any provision of these Bylaws inconsistent with this Article VII, nor a change in the law, shall adversely affect any right or protection that is based upon this Article VII and pertains to conduct that occurred prior to the time of such amendment, repeal, adoption or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Article VII unless the change in the law specifically requires such reduction or elimination.

ARTICLE VIII: RELATED PARTY TRANSACTIONS

Section 1. Validity of Transaction.

(a) No transaction involving the corporation shall be voidable by the corporation solely because of a director's direct or indirect interest in the transaction if:

(i) The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors, and the Board of Directors authorized, approved or ratified the transaction;

(ii) The transaction was approved by the Attorney General or the circuit court in an action in which the Attorney General was joined as a party; or

(iii) The transaction was fair to the corporation.

(b) This Article VIII shall not invalidate any contract, transaction or determination that would otherwise be valid under applicable law.

Section 2. Indirect Interest. Solely for purposes of this Article VIII, a director of the corporation has an indirect interest in a transaction if:

(a) Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or

(b) Another entity of which the director is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the Board of Directors.

Section 3. Authorization by Board. For purposes of Section 1 of this Article VIII, a transaction in which a director has an interest is authorized, approved or ratified by the Board of Directors if it receives the affirmative vote of a majority of the directors who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this Article VIII by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum shall be present for the purpose of taking action under this Article VIII. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction shall not affect the validity of any action taken under Section 1 of this Article VIII by the Board of Directors or a committee thereof, if the transaction is otherwise authorized, approved or ratified as provided in Section 1 of this Article VIII.

ARTICLE IX: AMENDMENTS TO BYLAWS

These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

ADOPTED: March 13, 1999.