Part 25. Motorsports Vehicle Manufacturer Unfair Trade Practices

30-14-2501. Definitions.
As used in this part, the following definitions apply:

(1) "Actual price" means the price to be paid by the dealer less any incentive paid by the manufacturer, whether paid to the dealer or the ultimate purchaser of the motorsports vehicle.

(2) "Control" or "controlling" means:

(a) the possession of, title to, or control of 10% or more of the voting equity interest in a person, whether directly or indirectly through a fiduciary, agent, or other intermediary; or
(b) the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, through director control, by contract, or otherwise, except as expressly provided under the franchise agreement.

(3) "Line-make" means a type of motorsports vehicle produced by a manufacturer.

(4) "Motorsports vehicle" means a personal watercraft as defined in 23-2-502, a snowmobile as defined in 23-2-601, a motorcycle as defined in 61-1-101, a motor-driven cycle as defined in 61-1-101, or a quadricycle as defined in 61-1-101.

(5) "Operate" means to manage a dealership, whether directly or indirectly.

(6) "Own" or "ownership" means to hold the beneficial ownership of 1% or more of any class of equity interest in a dealership, whether the interest is that of a shareholder, partner, limited liability company member, or otherwise. To hold an ownership interest means to have possession of, title to, or control of the ownership interest, whether directly or indirectly through a fiduciary, agent, or other intermediary.

(7) "Person" has the meaning provided in 30-14-102.
History: En. Sec. 1, Ch. 152, L. 2007.

30-14-2502. Unfair trade practices --
relationship between motorsports vehicle manufacturers and dealers.

In addition to the prohibited practices provided for in 61-4-208 and notwithstanding the terms of a franchise agreement, a manufacturer, distributor, factory branch, or factory representative or an agent, officer, parent company, wholly or partially owned subsidiary, affiliated entity, or other person controlled by or under common control with a manufacturer, distributor, factory branch, or factory representative may not:

(1) discriminate between dealers by selling or offering to sell a like motorsports vehicle to one dealer at a lower actual price than the actual price offered to another dealer for the same model similarly equipped;

(2) discriminate between dealers by selling or offering to sell parts or accessories to one dealer at a lower actual price than the actual price offered to another dealer;

(3) discriminate between dealers by using a promotion plan, marketing plan, allocation plan, flooring assistance plan, or other similar device that results in a lower actual price on vehicles, parts, or accessories being charged to one dealer over another dealer;

(4) discriminate between dealers by adopting a method or changing an existing method for the allocation, scheduling, or delivery of new motorsports vehicles, parts, or accessories to its dealers that is not fair, reasonable, and equitable. Upon the request of a dealer, a manufacturer shall disclose in writing to the dealer the method by which new motorsports vehicles, parts, and accessories are allocated, scheduled, or delivered to its dealers handling the same line or make of vehicles.

(5) give preferential treatment to some dealers over others by refusing or failing to deliver, in reasonable quantities and within a reasonable time after receipt of an order, to a dealer holding a franchise for a line or make of motorsports vehicles sold or distributed by the manufacturer a new vehicle, parts, or accessories, if the motorsports vehicle, parts, or accessories are being delivered to other dealers, or require a dealer to purchase unreasonable advertising displays or other materials or unreasonably require a dealer to remodel or renovate existing facilities as a prerequisite to receiving a model or series of vehicles;

(6) except as provided in 61-4-208(3)(b) or (3)(c), compete with a dealer by acting in the capacity of a dealer or by owning, operating, or controlling, whether directly or indirectly, a dealership in this state;

(7) compete with a dealer by owning, operating, or controlling, whether directly or indirectly, a service facility in this state for the repair or maintenance of motorsports vehicles under the manufacturer's new motorsports vehicle warranty and extended warranty. However, a manufacturer may own or operate a service facility for the purpose of providing or performing maintenance, repair, or service work on motorsports vehicles that are owned by the manufacturer.

(8) use confidential or proprietary information obtained from a dealer to unfairly compete with the dealer without the prior written consent of the dealer. For purposes of this subsection, "confidential or proprietary information" means trade secrets as defined in 30-14-402 and includes business plans, marketing plans or strategies, customer lists, contracts, sales data, revenue, or other financial information.

(9) coerce, threaten, intimidate, or require, either directly or indirectly, a dealer to accept, buy, or order any motorsports vehicle, part, accessory, or any other commodity or service not voluntarily ordered or requested or to buy, order, or pay anything of value for the items in order to obtain a motorsports vehicle, part, accessory, or other commodity that has been voluntarily ordered or requested;

(10) coerce, threaten, intimidate, or require, either directly or indirectly, a dealer to enter into any agreement that violates this chapter;

(11) require a change in capital structure or means of financing for the dealership if the dealer at all times meets the reasonable, written, and uniformly applied capital standards determined by the manufacturer;

(12) prevent or attempt to prevent a dealer from making reasonable changes in the capital structure of a dealership or the means by which the dealership is financed if the dealer meets the reasonable, written, and uniformly applied capital requirements determined by the manufacturer;

(13) unreasonably require the dealer to change the location or require any substantial alterations to the place of business;

(14) condition a renewal or extension of the franchise on the dealer's substantial renovation of the existing place of business or on the construction, purchase, acquisition, or re-lease of a new place of business unless written notice is first provided 180 days before the date of renewal or extension and the manufacturer demonstrates the reasonableness of the requested actions. The manufacturer shall agree to supply the dealer with an adequate quantity of motorsports vehicles, parts, and accessories to meet the sales level necessary to support the overhead resulting from substantial construction, acquisition, or lease of a new place of business.

(15) coerce, threaten, intimidate, or require, either directly or indirectly, a dealer to order or accept delivery of a motorsports vehicle with special features, accessories, or equipment not included in the list price of the vehicle as advertised by the manufacturer, except items:

(a) that have been voluntarily requested or ordered by the dealer; and
(b) required by law;
(16) fail to hold harmless and indemnify a dealer against losses, including lawsuits and court costs, arising from:

(a) the manufacture or performance of a motorsports vehicle, part, or accessory if the lawsuit involves representations by the manufacturer on the manufacture or performance of a motorsports vehicle without negligence on the part of the dealer;
(b) damage to merchandise in transit when the manufacturer specifies the carrier;
(c) the manufacturer's failure to jointly defend product liability suits concerning the motorsports vehicle, part, or accessory provided to the dealer; or
(d) any other act performed by the manufacturer;

(17) unfairly prevent or attempt to prevent a dealer from receiving reasonable compensation for the value of a motorsports vehicle;

(18) fail to pay to a dealer, within a reasonable time after receipt of a valid claim, a payment agreed to be made by the manufacturer on grounds that a new motorsports vehicle or a prior year's model is in the dealer's inventory at the time of introduction of new model motorsports vehicles;

(19) deny a dealer the right of free association with any other dealer for any lawful purpose;

(20) charge increased prices without having given written notice to the dealer at least 15 days before the effective date of the price increases;

(21) permit factory authorized warranty service to be performed upon motorsports vehicles or accessories by persons other than its franchised dealers;

(22) require or coerce a dealer to sell, assign, or transfer a retail sales installment contract or require the dealer to act as an agent for a manufacturer in the securing of a promissory note, a security agreement given in connection with the sale of a motorsports vehicle, or a policy of insurance for a motorsports vehicle. The manufacturer may not condition delivery of any motorsports vehicle, parts, or accessories upon the dealer's assignment, sale, or other transfer of sales installment contracts to specific finance companies.

(23) require or coerce a dealer to grant a manufacturer a right of first refusal or other preference to purchase the dealer's franchise or place of business, or both;

(24) deny a dealer the right of lawfully selling or offering to sell motorsports vehicles in another country;

(25) require a dealer to accept delivery of a number or percentage of motorsport vehicles during a specific period of a sales order;

(26) use a manufacturer order or allocation formula that is not based on actual local area sales and local area market data;

(27) require a dealer to maintain an inventory in excess of the inventory needed for a period of 90 days; or

(28) require that any arbitration proceedings or legal action between the parties take place in a venue other than the state of Montana.
History: En. Sec. 2, Ch. 152, L. 2007

30-14-2503. Injunction -- damages -- venue.

(1) A person who is injured by a violation of 30-14-2502 may maintain an action to enjoin a continuance of an act in violation of 30-14-2502 and to recover damages. A court, upon finding that the defendant is violating or has violated the provisions of 30-14-2502, shall enjoin the defendant from continuing the violation. It is not necessary to allege or prove actual damages to the plaintiff.

(2) In addition to injunctive relief, the plaintiff may recover from the defendant three times the amount of actual damages sustained plus attorney fees and costs of suit.

(3) The proper place for trial of an action based on a claim of a violation of 30-14-2502 is the district court for Lewis and Clark County or the county in which the alleged violation occurred.
History: En. Sec. 3, Ch. 152, L. 2007

I, the undersigned, a natural person of the age of eighteen years or more, acting as incorporator for the purpose of creating a non-profit corporation pursuant to Section 35-2-101 et.seq., MCA, referred to as the “Montana Non-Profit Corporation Act”, and any and all amendments and supplements thereto, hereby adopt the following Articles of Incorporation:
ARTICLE I.

Name
The name of the Corporation shall be:
MONTANA POWER SPORTS DEALERS ASSOCIATION, INC.

ARTICLE II.

Designation

The corporation is a mutual benefit corporation.

ARTICLE III.

The Registered Office and Registered Agent

The registered office of the Corporation shall be at 403 North 7th Ave, Bozeman, Montana 59715, and the mailing address of the Corporation shall be 403 North 7th Avenue, Bozeman, Montana 59715, and its registered agent shall be Gordon Vance.

ARTICLE IV.

Duration

The period of the duration shall be perpetual.

ARTICLE V.

Purpose Clause

The purpose of this association is:
(1) to associate its members into an organized and unified body to study and evaluate mutual problems and concerns of the motorized sports industry;
(2) to promote the safe and responsible use and enjoyment of motorized sports vehicles;
(3) to disseminate among its members and other interested persons and entities, information, relating to the motorized sports industry and recreational opportunities available in the State of Montana and elsewhere;
(4) to receive and accumulate funds to carry out the purpose of the association;
(5) to do all things necessary, incidental and proper, consistent with the laws of the State of Montana, to promote, encourage and enhance the purposes of the Association; and
(6) to engage in all lawful pursuits and activities consistent with the laws of the State of Montana.

ARTICLE VI.

Non-stock Corporation

The corporation shall have no capital stock and income received, including donations and gifts, shall be used exclusively for the furtherance of the purposes of the Corporation as set forth above. The maintaining and periodic renewal of membership shall be established by the Bylaws. Membership shall have no pecuniary value and may not be bought, sold or transferred.

ARTICLE VII.

Directors

The affairs of the Corporation shall be conducted by a Board of Directors consisting of not less than three; all of whom shall be members of the Corporation and such additional directors as shall be set forth in the Bylaws.

ARTICLE VIII.

Earnings

No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation or any private individual except that a reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, except that income or principal may be paid directly to the private individual where the object of such payment, in the judgment of the Board of Directors, is exclusively for the fulfillment of one of the purposes for which the Corporation was founded.

ARTICLE IX.

Distribution of Assets upon Dissolution

In the event of dissolution of this Corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, all property and assets of the Corporation shall be distributed to a non-profit corporation formed within the meaning of Section 501 (C)(3) of the Internal Revenue Code of 1954 and as amended. No member, director or officer of the Corporation or any private individual, shall be entitled to share in the distribution of any Corporation assets or in the dissolution of the Corporation.

ARTICLE X.

Amendments

These Articles may be amended in the manner provided by statute at the time of amendment.

ARTICLE XI.

Name and Address of Incorporator

The name of the incorporator is Gordon Vance and his address is 403 North 7th Avenue, Bozeman, Montana 59715.

I, the undersigned, for the purpose of forming a non-profit corporation pursuant to the “Montana Non-Profit Corporation Act”, do hereby make this certificate, hereby declaring and certifying the facts stated are true and have hereunder set my hand this 14th day of March, 1997.

/s/GORDON VANCE
GORDON VANCE

STATE OF MONTANA )
) ss.
County of Gallatin )

On this 14th day of March, 1997, before me, the undersigned, a Notary Public in and for the State of Montana, personally appeared the above-named incorporator known to me to be the person whose name is subscribed to the foregoing Articles of Incorporation and acknowledged to me that he executed the same.

In witness whereof, I have hereunder set my hand and fixed my Notary seal the day and year first written above.

NOTARY SEAL /s/John P. Atkins
Notary Public for the State of Montana
Residing in: Bozeman
My Commission Expires: 1/14/98

BYLAWS

OF

MONTANA POWER SPORTS DEALERS ASSOCIATION, INC.,
A Non-Profit Corporation

ARTICLE I. OFFICES

The principal office and place of business of the corporation shall be located at 403 North 7th Avenue, Bozeman, Montana 59715. The corporation may have such other offices, either within or without the State of Montana, as the Board of Directors may determine from time to time.
Article II. MEMBERS

Section 1. Members: The initial members of the corporation shall be Gordon Vance, Jeff Penrod, Kurt Friede, Vaughn Penrod, Cliff Gullett, Matt Krsul, Leland Moore and Mike Tingley. Only members shall be entitled to vote.

Section 2. Election of Members: Any person interested in becoming a member of the corporation shall submit an application to the Secretary of the Corporation. Such application shall be accompanied by sponsorship of one member in good standing or of one director.

The secretary shall submit the application to the next regular meeting or special meeting of the membership, which shall vote on each application. A prospective member must receive the unanimous approval of all members before the applicant shall become a member of the corporation.

Section 3. Voting Rights: Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4. Termination of Membership: The Board of Directors, by affirmative vote of two-thirds of a quorum of the Board, may terminate, expel or suspend a member for cause after notice of the expulsion, suspension, or termination and the reasons for it have been given to the member not less that fifteen (15) days prior to the expulsion, suspension, or termination and the member has an opportunity to be heard by the Board of Directors or a committee thereof empowered to act on behalf of the Board of Directors, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination.

Section 5. Resignation: Any member may resign by filing a written resignation with the secretary of the corporation.

Section 6. Reinstatement: On written request signed by a former member and filed with the secretary, the Board of Directors, by unanimous vote may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

Section 7. Transfer of Membership: Membership in this corporation is not transferable or assignable.

Section 8. Delegate: Any person who contributes financial support to the corporation shall be eligible to be a delegate. A person desiring to be a delegate shall make application to the secretary of the corporation. The application will be submitted to the next regular or special meeting of the members who shall vote on each application. If the applicant receives a two-third majority of the membership the applicant shall e a delegate of the corporation.

Section 9. Non-Discrimination: The corporation shall not refuse membership to any person because of race, color, religion, sex, or national origin.

ARTICLE III. MEETINGS OF THE MEMBERS

Section 1. Annual Meeting: The annual meeting of the members shall be held at 403 North 7th Avenue, Bozeman, Montana 59715, or such other place as may be designated in writing seven (7) days prior to the meeting date. The meeting will be held on March 15th of each year at 10:00 A.M., beginning with March 15, 1998, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. The president and chief financial officer shall report on the activities and financial condition of the corporation. If the day fixed for the annual meeting shall fall on a weekend or holiday, the annual meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

Section 2. Special Meetings: Special meetings of the members may be called by the President or the Board of Directors, at a time and place designated by the Board of Directors. If no designation is made, the place of the meeting shall be the principle office of the corporation in the State of Montana. If all members shall meet at any time and place, either within or without the State of Montana, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate actions may be taken. Any action required or permitted to be approved by the members may be approved without a meeting of the members if the action is approved by members holding at least 80% of the voting power, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Section 3. Notice of Meetings:

(a) Notice stating the place, day and hour of any meeting shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) days before the date of such meeting or, if notice is mailed by certified mail, not less than thirty (30) days or more than sixty (60) days before the meeting date.

(b) Notice of an annual or regular meeting must include a description of the matter to be approved if it involves one of the following subjects: amendments of the articles of incorporation; conflict of interest of a director; indemnification of officers, employees, and agents; merger, consolidation or sale of assets other than in the regular course of activities; or the dissolution of the corporation.

(c) Notices of a special meeting must include the description of the matter or matters for which the meeting is called.

(d) When giving notice of an annual, regular or special meeting the corporation shall give notice of a matter intends to raise at the meeting if it is requested in writing by a person entitled to call a special meeting and the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.

(e) The record date for determining the members entitled to notice of a members meeting shall be the date 30 days preceding the day on which notice is given.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. General Powers: The affairs of the corporation shall be managed by its Board of Directors. Directors must be residents of the State of Montana. All Directors must be individuals.

Section 2. Number, Tenure and Qualifications: The initial number of directors shall be three (3), but additional directorship positions may be added by majority vote of the members. Directors shall be elected at the annual meeting of charter members, and the term of office of each director shall be until the next annual meeting of members and the election and qualification of his successor. At no time shall the number if Directors be less than three (3).

Section 3. Regular Meetings: A regular meeting of the Board of Directors shall be held without any notice other than this bylaw immediately after, and at the same place as, the annual meeting of members each year. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without notice other than such resolution. Additional regular meetings shall be held at the principal place of the corporation in the absence of any designation in this resolution.

Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors, and shall be held at the principle office of the corporation or at such other place as the Directors may determine.

Section 5. Vacancies: Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for an unexpired term of the predecessor in office.

Section 6. Compensation: Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof.

Section 7. Standards of Conduct: A Director shall discharge his duties as a Director, including his duties as a member of a committee in good faith and with the care an ordinary and prudent person in a similar position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interests of the corporation. In discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including the financial statements and other financial data, if prepared or presented by one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; or an attorney, public accountants, or other persons with regard to matters the director reasonably believes are within the persons’ professional or expert competence; or a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance set forth above unwarranted.
A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director is the director acted in compliance with this paragraph.

Section 8. Conflict of Interest: A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved by the corporation. A director has an indirect interest in a transaction if another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or another entity of which the director is a director, officer, or trustee is a party to the transaction. A conflict of interest transaction is authorized, approved, or ratified, if it receives the affirmative vote of a majority of directors on the board of on the committee who have no direct or indirect interest in the transaction.

ARTICLE V. OFFICERS

Section 1. Officers: The officers of the corporation shall be a President, one or more Vice-Presidents, Secretary and Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. Any two or more offices may be held by the same person, except the office of President.

Section 2. Election and Term of Office: The officers of the corporation shall be elected annually by the Board of Directors at the regular meeting of the Board. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualified.

Section 3. Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board whenever, in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies: A vacancy in any office because of the death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Powers and Duties: The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specification, each officer has the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporations have the same or similar general purposes and objectives as this corporation.

ARTICLE VI. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by the bylaws 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 may be confined to specific instances.

Section 2. Checks, Drafts or Orders: All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be from time to time determined by resolution of the Board of Directors. The Treasurer is authorized to sign all checks, drafts, or orders for the payment of moneys by the corporation in amounts up to and including the sum of Five Hundred and No/100 Dollars ($500.00). All checks, drafts or orders for the payment of money by the corporation in amounts exceeding the sum of Five Hundred and No/100 Dollars ($500.00) must be signed or otherwise authorized by both the Treasurer and the President. In the absence or unavailability of the President, the Vice-President may sign for the President.

Section 3. Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks and trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest for any purpose of the corporation.

ARTICLE VII. COMMITTEES

Section 1. Committee of Directors: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it by him by law.

Section 2. General Committees: The Board of Directors, by resolution adopted by a majority of the directors in office, may create such additional committees as it deems necessary to conduct the affairs of the corporation. The additional committee shall be composed of members, whether charter or associate members. The members shall be chosen by the Board of Directors for a minimum of a one (1) year term and the Board of Directors may, at its discretion, stagger the terms of the various Board members. The committee shall be composed of no fewer than three (3) nor more than nine (9) members.

Section 3. Membership Committee: At the first annual meeting of the members, or such special meeting of the members as may be called, a charter member shall elect from either the charter members or the associate members, no fewer than three (3) nor more than nine (9) persons who shall constitute the membership committee. At the annual meeting of the charter members thereafter, the charter members shall elect the members of the committee. The charter members may require the committee to be composed of staggered terms, which it shall set forth at their discretion and shall elect members to the various terms as they expire. A vacancy occurring in the committee by death, resignation, withdrawal from membership, or otherwise shall be filled by a majority vote of the charter members. Any person so elected shall serve for the remainder of the terms of his predecessor.

ARTICLE VIII. BOOKS AND RECORDS

The corporation shall keep complete books and records of the account and also minutes of the proceedings of its members, and the Board of Directors, and shall keep at the principle office, a record giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE IX. CALENDAR YEAR

The corporate year of the corporation shall be calendar year which shall begin on the 1st day of January and end on the 31st day of December of each year.

ARTICLE X. AMENDMENT OF BYLAWS

These bylaws may be altered, amended or repealed, and new bylaws may be adopted by a majority vote of the Directors present at any regular meeting or at any special meeting.

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Directors and Secretary of the corporation known as and called MONTANA POWER SPORTS DEALERS ASSOCIATION, INC., a non-profit corporation, do hereby certify that the above and foregoing Bylaws were duly adopted as the Bylaws of said corporation on the 17th day of March, 1997, and that the same do now constitute the Bylaws of said corporation.

Signed by

Jeff Penrod – President

Kurt Friede – Vice-President

Cliff Gullett – Charter Board Member

Gordy Vance - Secretary