BYLAWS

G.E.A.R., INC.

ARTICLE I

Government

Section 1. The government and management of the Corporation shall be vested in a Board of Directors which will consist of the elected officers.

ARTICLE II

Offices

Section 1. The principal offices of the Corporation shall be in the City of Wichita, Sedgwick County, Kansas, and the registered office is 100 N. Broadway, Suite 500, Wichita, Sedgwick County, Kansas 67202. The name of the resident agent in charge thereof is Stuart M. Kowalski.

The Corporation also may have offices at such other places as the Board of Directors may designate from time to time, even outside the State of Kansas, as the business of the Corporation may require.

ARTICLE III

Corporate Seal

Section 1. The Corporation shall have no corporate seal.

ARTICLE IV

Conveyances

Section 1. Any and all instruments of conveyance, deeds, assignments, mortgages, pledges, releases, trust indentures, or other instruments of conveyance, transfer, mortgage, or pledge, when approved by the Board of Directors, shall be deemed to be valid and sufficient when the same are signed and executed in the name of the Corporation (and acknowledged where required) by either the President or Vice President, either with or without attestation and with or without corporate seal.

ARTICLE V

Membership and Meetings

Section 1. Persons Constituting Members. Membership in the Corporation is limited to persons having paid the membership fee as set or amended from time to time by a vote of the general membership of the Corporation.

Section 2. Membership Certificates. The Corporation shall not issue membership certificates to its members.

Section 3. Place of Meeting. All meetings of members shall be held at such place as may be designated by the Board of Directors, either within or without the State of Kansas.

Section 4. Date of Annual Meeting. The annual meeting of the members after the year 1986 shall be held on the second Tuesday of February at 7:30 p.m. (or at such other time as may be decided by the general membership) when they shall elect a Board of Directors and officers and transact such other business as may properly be brought before the meeting.

Section 5. Quorum. Fifty percent of the members in good standing present in person at any annual or special meeting of the members shall constitute a quorum for the transaction of business.

Section 6. Vote Taken by Ballot, Viva Voce, or by Showing of Hands. All elections of officers, and the vote upon any question, except as otherwise provided by law, or unless otherwise provided by resolution of the Board of Directors, may be had by ballot, viva voce, or by showing of hands.

Section 7. Notice of Meetings of Members. Notice of annual meeting shall be given by way of newsletter, written notice, or telephone notice to all members in good standing entitled to vote at such meeting.

Section 8. Special Meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or a majority of the Board of Directors, and shall be called by the President or Secretary at the request in writing of fifty percent of the members in good standing and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

ARTICLE VI

Directors

Section 1. Number and Qualifications. The number of Directors of the Corporation shall be six (6). The Directors shall consist of the President, Vice-President, Secretary, Treasurer, Race Director and Director of Facilities, each of whom shall be elected by the members at the annual meting of the members.

Section 2. Quorum. A majority of the Directors then holding office shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If all six Directors are present at any meeting and a tie vote (3-3) occurs, the President shall be entitled to cast an additional vote to break the deadlock. No business shall be conducted at any meeting with only two members of the Board of Directors in attendance.

Section 3. Place of Meeting. The Directors may hold their meetings at the registered office of the Corporation in Wichita, Sedgwick County, Kansas, or at such other place as they may, from time to time, determine either within or without the State of Kansas.

Section 4. Compensation of Directors. Directors as such shall not receive any stated salary for their services, provided, that nothing herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 5. Annual Meetings of the Directors. The annual meeting of the Board of Directors shall be held immediately following the annual members’ meeting, or at such other time as may be fixed by the consent in writing of all the Directors, and at such place as may be fixed by consent in writing of all the Directors; provided, however, that in the event the consent in writing is not obtained from all the Directors, the annual meeting shall be held at the same place as the annual meeting of the members and immediately following the annual members’ meeting.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice, at such time and place as shall be determined from time to time by the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President, or by a majority of the Board of Directors, either personally, by mail or by telephone.

Section 8. Consent of Directors in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Directors or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Directors or committee. Emergency decisions may be made by a telephone polling of the Directors or committee and shall require a majority of officers’ approval. The Secretary will verify the results of all telephone polls.

Section 9. Resignation of Directors. Any director may resign at any time upon filing written notice with the Corporation, and such resignation shall become effective when so filed unless some other effective date is set forth in the resignation.

Section 10. Filling of Vacancies. Vacancies and, unless otherwise provided in these Bylaws, newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining director. If at any time by reason of death, resignation, or other cause, this Corporation should have no Directors in office, then any officer, or any member, or an executor, administrator, trustee, or guardian of a member, or other fiduciary trusted with like responsibility for the person or estate of a member, may call a special meeting of members in accordance with the provisions of these Bylaws to fill such vacancy or vacancies. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, excluding those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of the Board of Directors and until his successor shall have been chosen and qualified.

Section 11. Indemnification of Directors and Officers. This Corporation shall indemnify its Directors, officers, employees, and agents against liability in civil, criminal, or administrative actions or proceedings incurred by reason of their positions or connection with this Corporation in such capacities to the fullest extent permitted by and in accordance with the procedures set forth in Section 27 of the general Corporation Code of the State of Kansas. The indemnification provided herein shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any other bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE VII

Officers

Section 1. Designated Officers. The officers of the Corporation shall be elected by the general membership and shall be a President, Vice President, Secretary, Treasurer, Race Director and Director of Facilities. Only one office may be held by the same person. Each officer shall be a member of the Board of Directors of the Corporation and shall be elected to serve for one year and until his/her successor shall be elected and qualified.

Section 2. Other Officers. The Corporation may have such other officers and agents as from time to time may be determined and appointed by the Board of Directors and for such term as the Board of Directors may determine.

Section 3. Term and Qualification of Officers. The officers of the Corporation, except as provided in Section 2 of this Article, shall hold their offices until the next annual meeting of the Board of Directors and until their successors are chosen and qualified, unless their respective terms of office have been terminated by resignation in writing, duly filed in the office of the Secretary of the Corporation.

Section 4. Salaries. The officers and agents of the Corporation shall serve without salary or other compensation, provided that nothing herein shall be construed to preclude any officer from serving the Corporation as an employee and receiving compensation therefor.

Section 5. Removal of Officers. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors.

Section 6. President. The President shall be the chief executive officer of the Corporation; he shall be elected by the general membership and shall preside at all meetings of the members and Directors; he shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

When authorized by the Board of Directors, he shall execute contracts, bonds, mortgages, deeds, and other instruments requiring the signature of the Corporation, and when the corporate seal is required, shall cause the same to be affixed to any instrument requiring it, and when so affixed, it shall be attested by the signature of the Secretary.

Section 7. Vice President. The Vice President, in the absence or disability of the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors may prescribe.

Section 8. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members, and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, unless such notice be waived, and shall perform such other duties as may be prescribed by the Board of Directors under whose supervision the Secretary shall be.

Section 9. Assistant Secretary. The Board of Directors may appoint one or more assistant secretaries for such term as the Board of Directors may desire, and any assistant Secretary, in the absence or disability of the Secretary, may perform the duties and exercise the powers of the Secretary and perform such other duties as the Board of Directors may prescribe.

Section 10. Treasurer. The Treasurer shall have such duties as may be prescribed by the Board of Directors, and if the Board of Directors so requires, the Treasurer shall give bond indemnifying the Corporation against larceny, theft, embezzlement, forgery, wrongful abstraction, willful misappropriation, or other act of fraud or dishonesty, in such sum and with such sureties as may be determined from time to time by the Board of Directors.

Section 11. Assistant Treasurer. The Board of Directors may appoint an assistant Treasurer for such term as the Board of Directors may desire, and such assistant Treasurer may, in the absence or disability of the Treasurer, perform the duties and exercise the powers of Treasurer and perform such other duties as the Board of Directors may prescribe.

Section 12. Race Director. The Race Director shall be the head official at all sanctioned events. The Race Director shall be responsible for all bike inspections, enforcement of all rules relating to safety of the riders and shall be responsible for the safe operation of all sanctioned events. The Race Director shall also be responsible for all rider improvement programs.

Section 13. Director of Facilities. The Director of Facilities shall be responsible for the supervision of all track repair and maintenance, including all equipment repair and maintenance and shall be responsible for the care, maintenance and upkeep of all permanent improvements constructed at the track.

Section 14. Other Appointments. All other appointments shall be made by the Board of Directors.

Section 15. Resignation of Officers and Filling of Vacancies. Any officer of the Corporation may resign at any time upon filing written resignation with the Corporation, and such resignation shall become effective when so filed unless some other effective date is set forth in the resignation. A vacancy occurring in the office of President of the Corporation by death, resignation, removal, or otherwise, shall be filled by the presently serving Secretary President. Any vacancy occurring in any other office of the Corporation by death, resignation, removal, or otherwise (including a vacancy in the office of Vice President by virtue of the Vice President assuming the office of President as stated immediately above) shall be filed by the Board of Directors, and the person so chosen to fill such vacancy shall hold office for the unexpired term in respect of which such vacancy occurred.

ARTICLE VIII

Property Interests of Members

Section 1. The title to all property of the Corporation shall be vested exclusively in the Corporation. Members of the Corporation shall have no economic interest in the property of the Corporation.

Section 2. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Corporation’s members, Directors, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursements of reasonable expenses properly advanced for the purposes of the Corporation, and to make payment and distributions in furtherance of the purposes set forth in the Articles of In Corporation of the Corporation.

Section 3. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Board shall determine.

ARTICLE IX

Miscellaneous

Section 1. Order of Business at Members’ Meeting. At any and all meetings of members, whether annual or special, the following order of business shall be substantially observed so far as is consistent with the purposes of the meeting:

(a) Reading of minutes of preceding meeting, if available;

(b) Report of officers or committees;

(d) New business;

(e) Membership comments;

(f) President’s comments;

(g) Adjournment.

Provided, however, that the order of business may be changed by an affirmative vote of a majority of the members present.

Section 2. Order of Business at Board of Directors’ Meeting. The order of business at any meeting of the Board of Directors shall be substantially the same as listed for Members’ meeting.

Section 3. Execution of Checks, Demands for Money or Notes. All funds of the Corporation shall be deposited in a bank or financial institution designated by the Board of Directors, and all checks or demands for money or notes of the Corporation shall be signed by such officer or officers or employees of the Corporation as the Board of Directors may designate from time to time.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be such as may be determined from time to time by the Board of Directors.

Section 5. Notices. Whenever under the provisions of these Bylaws notice is required to be given to any director, officer, or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the United States mail, postage prepaid, directed to such member, officer, or director at his address as it appears on the records of the Corporation or by direct telephone notice by calling committee or person designated by the Board of Directors or the President.

Section 6. Waiver of Notice. Whenever notice is required to be given under any provision of the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. Vacancies to Work No Dissolution. The failure to elect any officers or Board shall not dissolve the Corporation. In the event of the failure to elect annually any officers or Directors, or in the event of any vacancy occurring either by death, resignation, removal, or otherwise in the Board of Directors or in any office, the remaining Directors or officers shall have the power to act and carry on the business of the Corporation until such time as the vacancy is filled.

ARTICLE X

Amendments

Section 1. Amendments. The members and Directors shall have concurrent power to make, alter, repeal, or amend any bylaw except with respect to any bylaw which provides that it may be altered, repealed, or amended exclusively by the members.

I, Deana Bushell do hereby certify that I am the duly elected and acting Secretary of the Corporation; and that the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Members at their Annual Meeting on January 17, 1999.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this ____ day of February, 1998.

___________________________

Deana Bushell, Secretary

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