CORPORATE BYLAWS OF

TEXAS CROSS-COUNTRY RACING ASSOCIATION, INC.

As Amended and Restated December 5, 1980,
December 4, 1982, December 2, 2000,and December 9, 2006 .

The affairs, activities, and operation of CROSS-COUNTRY ASSOCIATION, INC., a
non-profit Texas corporation, are organized, conducted and regulated by the
following Code of Bylaws.

ARTICLE I

PURPOSES

The corporation is organized to promote amateur cross country motorcycle racing
by the establishment of standard rules and guidelines, and the sanctioning of
amateur cross country motorcycling racing under such rules and guidelines, and
for such other non-profitable purposes as it may engaged in from time to time.

ARTICLE II

PROHIBITED ACTIVITIES

This corporation shall have no capital stock nor shall any member of its board
of directors, or any individual at any time be considered to be the owner of or
entitled to, in any extent, to any of the assets, funds or properties, of said
corporation, nor shall it ever declare or make to any such person or persons any
dividends or other distribution.

No part of the net earning of the corporation shall inure to the benefit of, or
be distributable to its members, directors, officers, or other private persons,
except if the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth in Article I hereof. Specifically, there
shall be no decrease in membership fees of the corporation or increase in
services to the corporation's members resulting from undistributed earnings of
the corporation. No substantial part of the activities of the corporation shall
be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in, nor intervene in
(including the publishing or distribution of statements) in the political
campaign on behalf of any candidate for public office. Notwithstanding any other
provision of these articles, the corporation shall not carry on any activities
not permitted to be carried on by an organization exempt from federal income
taxation under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the
corresponding provision of any future United States Internal Revenue Law.

ARTICLE III

CORPORATE POWERS

Section 1. The power, management, and control of the affairs of this
corporation shall be vested in and exercised, conducted, and controlled by the
members of the corporation.

Section 2. The corporation shall indemnify any director, member, or officer
or former director, member, or officer of the corporation for expenses and costs
(including attorney's fees) actually and necessarily occurred by him in
connection with any claim asserted against him, by action in court or otherwise,
by reason of him being or having been such director, member, or officer, except
in relation to matters as to which he shall have been guilty of negligence or
misconduct in respect to the matter in which indemnity is sought.

Section 3. The fiscal and program year of the corporation shall be from the
first day of January through the last day of December.

ARTICLE IV

PRINCIPAL OFFICE

The principal office of the corporation shall be located in Arlington, County
of Tarrant, State of Texas, and at such other places as the board of directors
of the corporation may designate from time to time. The registered office of the
corporation shall be the address of the current board of director who is acting
as the registered agent of the corporation.




ARTICLE V

DIRECTORS

Section 1. The number of directors of the corporation shall be three (3).
The number of directors may be increased or decreased, but not to less than one
(1), from time to time by amendment to these bylaws, but no decrease shall have
the effect of shortening the term of any incumbent director. A director must be
a member of the corporation but need not be a resident of the State of Texas.

Section 2. At the first annual meeting of members and at every second
annual meeting thereafter, the members shall elect directors to hold office
until the third succeeding annual meeting. Each director shall hold office for
the term for which the director is elected and until the directors successor
shall be elected and shall qualify.

Section 3. At each election for directors, each member entitled to vote
shall have the right to vote, in person, or by proxy, one vote for as many
persons as there are directors to be elected and for whose election each member
has the right to vote.

Section 4. Any director may be removed for cause at a special meeting
called for the purpose. Removal shall be accomplished by the affirmative vote of
a majority in number of the members represented in person or by proxy at such a
meeting which are entitled to vote for the election of such director. However,
unless the entire board is removed, no individual director shall be removed if
the votes of the sufficient number of members are cast against the directors
removal, which if cumulatively voted at any election of the entire board, would
be sufficient to elect one or more directors.

Section 5. A vacancy on the board of directors caused by death,
resignation, retirement, disqualification, removal from office, or otherwise,
may be filled either (1) by appointment at the next regular meeting of the board
of directors by a majority of the directors then in office, though less than a
quorum, or (2) by election at a special meeting of members called for that
purpose. Each successor director shall be filled by election at an annual
meeting of members or at a special meeting of members called solely for that
purpose.


ARTICLE VI

MEETINGS OF DIRECTORS

Section 1. The directors of the corporation may hold regular or special
meetings either within or without the State of Texas.

Section 2. A regular meeting of the board of directors shall be held
without other notice than these Bylaws immediately after and at the same place
as the annual meeting of members. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.

Section 3. Special meetings of the board of directors may be called by or
at the request of the president or any one director. Notice of the call of the
special meeting shall be in writing and delivered for transmission to each of
the directors not later than during the third day immediately preceding the day
for which such meeting is called. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the director at
the directors address as it appears in the records of the corporation with
postage thereon paid. Neither the business proposed to be transacted, nor the
purpose of any special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.

Section 4. Notice of any special meeting may be waived in writing signed by
the person or persons entitled to such notice. Such waiver may be executed at
any time before of after the holding of such meeting. Attendance of the
directors at a special meeting shall constitute a waiver of notice of such
special meeting, except where a director attends for the express purpose of
objecting to the transaction of any business for reason that the meeting is not
lawfully called or convened.

Section 5. Any action required or permitted to be taken at a meeting of the
board of directors may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all the members of the
board of directors. Such consent shall have the same force and effect as a
unanimous vote at a meeting, and may be stated as such in a document or
instrument filed with the Secretary of State.


ARTICLE VII

MEETINGS OF MEMBERS

Section 1. Meetings of the members of the corporation shall be held at the
registered office of the corporation or at such other place, within or without
the State of Texas, as may be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 2. An annual meeting of the members, for the purpose of electing
directors, officers, and transacting such other business as may properly be
brought before the meeting, shall be held in the month of December of each year.

Section 3. Failure to hold the annual meeting at the designated time shall
not work a dissolution of the corporation. In the event that the President fails
to call the annual meeting at the designated time, any member may make demand
that such meeting be held within a reasonable time. Such demand shall be made in
writing by registered mail directed to any officer of the corporation. The
annual meeting shall thereafter be called within sixty (60) days following such
demand.

Section 4. Regular meetings of the members shall be held at seven-thirty
o'clock p.m. on the evening preceding the first race of each month to transact
all business of the corporation. Special meetings of the members for any
purpose or purposes may be called by the president, the board of directors, or
one-tenth (1/10) of all the members entitled to vote at such a meeting. No
business other than that specified in the notice of the meeting shall be
transacted at a special meeting.

Section 5. (a) Written or printed notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered no less than ten (10) nor more than
fifty (50) days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary or the officer or the person
or persons calling the meeting, to each member of record entitled to vote at
such a meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the member at his address as it
appears on the membership books of the corporation, with postage paid thereon.
(b) Notice may be waived in writing signed by the person or persons
entitled to such notice. Such waiver may be executed any time before or after
the holding of such meeting. Attendance at a meeting shall constitute a waiver
of notice, except where the person attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

Section 6. For the purpose of determining members entitled to notice of or
to vote at any meeting of members or any adjournment thereof, the record date
shall be the day on which the notice of the meeting is mailed.

Section 7. The officer or agent having charge of the corporation's
membership books shall make, at least ten (10) days before each meeting of
members, a complete list of the members entitled to vote at such meeting or any
adjournment thereof, such list shall be arranged in alphabetical order, with the
address of each member indicated thereon. Said list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any member at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
member during the whole time of the meeting. The original membership books of
the corporation shall be prima facie evidence as to who are the members entitled
to examine such lists and to vote at any meeting of members.

Section 8. A one-twentieth (1/20) of the members entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
members. If a quorum shall not be present or represented at any meeting of
members, the members entitled to vote, represented in person or by proxy, shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present or represented. At
such adjourned meeting at which a quorum is present or represented any business
may be transacted which might have been transacted at the originally called
meeting.

Section 9. At a meeting at which a quorum is present, the vote of a
majority of the members represented in person or by proxy shall decide any
question brought before the meeting, unless the question is one upon which the
vote of a greater number is required by law, the articles of incorporation or
these bylaws. The members present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough members to leave less than
a quorum.

Section 10. Each member shall be entitled to one (1) vote on each matter
submitted to vote of a meeting of members except to the extent that voting
rights of any member are limited or denied by the articles of incorporation. A
member may vote either in person or proxy executed in writing by a member or by
his duly authorized attorney in fact. No member will be permitted to exercise
more than one (1) proxy votes when attending meetings of the members of the
corporation. Furthermore, in order for a proxy to be valid, written
authorization must be given by one person to another so that the second person
can act for the first, and the proxy must be signed before a Notary Public. No
proxy shall be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy. Each proxy shall be filed with the
secretary prior to or at the commencement of the meeting.

Section11. Any question required by law to be taken at a meeting of the
members of the corporation; or an action which may be taken at a meeting of the
members, may be taken without a meeting if a consent in writing setting forth
the actions so taken shall be signed by all of the members entitled to vote with
respect to the subject thereof. Such consent shall have the same force and
effect as the unanimous vote of the members and may be stated as such in an
articles or documents filed by the Secretary of State.

ARTICLE VIII

OFFICERS

Section 1. The officers of the corporation shall be elected by the members
and shall be president, first vice president, second vice president, three (3)
scoring coordinators, assistant scoring coordinator, pee wee scoring coordinator, track supervisor, three(3) assistant track supervisors, pee wee track supervisor,,treasurer, assistant treasurer, secretary, points officer, assistant points officer, E-scoring tech, E-scoring trailer transporter, web master, and public relations/historian.

 The above elected officers make up the "OfficersCommittee". The board of directors may also choose additional officers from time to time as may be deemed necessary. No one person shall hold more than one (1) office at any one given time.

Section 2. The president, second vice president, two (2) scoring
coordinators, track supervisor, an assistant track supervisor, E scoring tech, points officer, assistant treasurer, and public relations/historian officer shall be elected by the members every two (2) years commencing with the annual meeting of members in 2000. The assistant scoring coordinator, pee wee track supervisor and two (2) assistant track supervisors shall be elected by the members each year commencing with the annual meeting of the members in 2000. The first vice president, one scoring coordinator, two (2) assistant track supervisors, and secretary shall be elected by the members every two (2) years commencing with the annual meeting of members in 2001. Vacancies or new offices shall be filled by the president with such officer to serve until the next election of said offices.
Each officer shall hold office until the officers successor has been elected and
qualified, or until the death, resignation, or removal of the officer.

Section 3. The board of directors may appoint such other officers as it
deems necessary. Such officers shall be appointed for such terms and shall
exercise such powers and perform such duties as may from time to time be
determined by the board of directors.

Section 4. The salaries of all officers of the corporation shall be fixed
by the board of directors.

Section 5. Any officer elected or appointed by the members may be removed
at any time by the affirmative vote of a majority of all the members or by the
affirmative vote of the majority of all the officers committee. Such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment shall not of itself create contract right.

Section 6. The president shall be the chief executive officer of the
corporation and, subject to the discretion of the members, shall supervise and
control the business and affairs of the corporation. He shall preside at all
meetings of the members. He shall see that all orders and resolutions of the
members or the officers committee are carried into effect, and shall perform
such other duties as the members may prescribe.

Section 7. In the absence of the president or in the event of the
presidents inability or refusal to act, the vice presidents in the order
designated, shall perform the duties of the president, and when so acting, shall
have all the powers of, and be subject to all of the restrictions upon, the
president. Each vice president shall also have such powers and perform such
other duties as from time to time may be assigned to the vise president by the
president or by the members.

Section 8. The secretary shall attend all meetings of the members and of
the board of directors. The secretary shall keep a true and complete record of
the proceedings, including all votes and resolutions presented at these
meetings, in a book kept for the purpose. The secretary shall be custodian of
the record and of the seal of the corporation, and shall affix the same to
documents, the execution of which is duly authorized. The secretary shall give
or cause to be given all notices required by law or by these bylaws. The
secretary shall also perform such other duties as may be prescribed by the
members or the president.

Section 9. (a) The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate records of receipts and
disbursements of the corporation and shall deposit all moneys or other valuable
effects in the name and to the credit of the corporations in such depositories
as may be designated by the board of directors.
(b) The treasurer shall disburse the funds of the corporation as may
be ordered by the members and take the proper vouchers for such disbursements,
and shall render to the president and members, at the regular meeting of the
board, or whenever they may require it, and account for all of the transactions
as treasurer and the financial condition of the corporation. The treasurer shall
also perform such other duties as may be prescribed by the members or the
president or the board of directors.
(c) If required by the members, the treasurer shall give the
corporation on a bond in such form, in such sum, and with such surety or
sureties as shall be satisfactory to the members for the faithful performance of
the treasurers duties of the treasurers office and for the restoration to the
corporation, in case of the treasurers death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property, of
whatever kind, in the treasurers possession or under the treasurers control,
belonging to the corporation.

Section 10. In the absence of the secretary of treasurer, an assistant
secretary or an assistant treasurer, respectively, shall perform the duties of
the secretary or treasurer. Assistant treasurers may be required to give bond in
the form described in Section 9(c) of these bylaws. The assistant secretaries
and treasurers in general shall have such powers and perform such duties as the
secretary or treasurer, respectively, or the board of directors or president may
prescribe. The members may also transfer the powers or duties of any office to
any officer or agent provided that a majority of the members concurs.

ARTICLE IX

MEMBERSHIP

Section 1. Membership in this corporation shall be available to the
individual members of the public who are interested in the purposes for which
the corporation was established, upon the payment of the dues hereinafter set
forth.

Section 2. Each member age 18 or older shall be entitled to one (1) vote in each matter
submitted to a vote of the members. Cumulative voting shall not be permitted.

Section 3. Members of this corporation shall have the right to vote on
candidates for the board of directors and officers at the annual meeting, at all
regular meetings of the membership, and at all special meetings of the
membership, when a demand in writing for such meeting is made as herein above
provided.

Section 4. The members or officers committee, by affirmative vote of the
majority of all of the members, or officers committee, may suspend or expel a
member for cause after an appropriate hearing, and may, by majority vote of
those present at a regularly constituted meeting, terminate the membership of
any member who becomes ineligible for membership, or suspend or expel any
members who shall be in default of the payment of dues for period of twelve (12)
months.

Section 5. Any member may resign by filing a written resignation with the
secretary, but such written resignations shall not relieve the member so
resigning of the obligation to pay any dues, assessment or charges theretofore
accrued and unpaid.

Section 6. Membership in this corporation is not transferable or
assignable. Upon payment of the required dues to this corporation, the
individuals name and address shall be inscribed upon the membership list of the
corporation by the secretary or an assistant secretary of the corporation. Such
membership list shall be maintained in accordance with the other provisions of
these bylaws and the direction of the members.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 1. The members 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.

Section 2. No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by the
members of the corporation. Such authority may be general or confined to
specific instances. The corporation may lend money to, and otherwise assist, its
employees but not its officers and directors.

Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

Section 4. The board of directors shall provide a corporation seal which
shall be in the form of a circle and shall have inscribed thereon the name of
the corporation, substantial as follows:

TEXAS CROSS-COUNTRY RACING ASSOCIATION, INC.
Saginaw, Texas

Section 5. These bylaws may be amended only by a two-thirds (2/3) vote of
the members of the corporation, represented or present, at any annual, regular,
or special meeting of the corporation.

Section 6. Upon dissolution of the corporation the board of directors
shall, after paying or making provision for the payment of all the liabilities
of the corporation, dispose of all the assets of the corporation to such
organization or organizations organized and operated exclusively for exempt
purposes as shall at that time qualify an exempt organization or organizations
under the provisions of the Internal Revenue Code of 1954, or the corresponding
provision of an future United States Internal Revenue Law, as the board of
directors shall determine, and such assets no so disposed of shall be disposed
of by the appropriate court in the county in which the principal office of the
corporation is then located, exclusively for such exempt purposes or to such
organization or organizations as the court shall determine, which are organized
and operated exclusively for such exempt purposes.

Section 7. The board of directors shall from time to time determine and amend all fees to be charged each member on an annual basis for participation in the corporation.

_____________________________
Trisha Johnson, Secretary





I hereby certify that the attached is a true and correct copy of the Bylaws

of Cross-Country Association, Inc. adopted at the organization meeting of the

members of the corporation on June 1, 1979, and amended at annual meeting

on December 5, 1980, and amended at annual meeting on December 4, 1982,

and amended at annual meeting on December 2, 2000, and amended at annual meeting on December 9, 2006.



( S E A L ) _____________________________

Trisha Johnson, Secretary