ARTICLE ONE

OFFICES

The principal office of the International Star Riders Association, Inc. (hereafter “ISRA”) shall be located in Linden, Fauquier County, Virginia. The corporation may have such other offices, either within or without the State of Virginia, as the managing council may determine from time to time.

ARTICLE TWO

MEMBERS

Section1. Classes of Members. The members of the corporation shall be divided into two (2) classes as follows: Full Members and Associate Members.

Full Members:

A full member shall be any person who owns a Star model of Yamaha motorcycle as defined by Yamaha as of September 1, 2005 as well as any future models. A spouse is considered a co-owner of the Star model of Yamaha motorcycle and is entitled to separate Full Membership status. The International Star Riders Association, Inc. recognizes 1st and 2nd generation Ventures as members of the Star Family of motorcycles. A full member shall have one vote in the event a matter comes before the general membership. A Full Member may sponsor Associate Members, as defined below, to the ISRA.

Associate Members:

An Associate Member shall be any person who does not own a Star model of Yamaha motorcycle, and has obtained sponsorship by a Full Member in good standing. An Associate Member shall have no vote in the event a matter comes before the full membership.

Section 2. Election of Members Any person interested in becoming a member of the corporation shall submit an online application, or other such application as designated by the managing council, to the secretary of the corporation.

Section 3. Voting Rights. Each Full Member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Associate Members are not entitled to vote.

Section 4. Termination of Membership. The managing council, by affirmative vote of two-thirds of all the members of the council, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership.

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

Section 6. Reinstatement. On written request signed by a former member and filed with the secretary, the managing council, by the affirmative vote of two-thirds of the members of the council, may reinstate such former member to membership on such terms as the managing council may deem appropriate.

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

ARTICLE THREE

MEETING OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be held at such place as designated by the managing council on the first Friday in the month of October in each year, beginning with the year 2007, at 7:00 p.m., for the purpose of electing council members and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State Of Virginia, such meeting shall be held on the next succeeding business day. If the election of council members is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the managing council 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, members of the Council, or not less than one-fourth of the members having voting rights, at a place designated by the Council, to include the Internet, or as the case may be. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Virginia, but if all of the members shall meet at any time and place, either within or without the State of Virginia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 3. Notice of Meetings. Written or printed notice (including by Internet) stating the place, day, and hour of any meeting of members shall be published on the Internet, or delivered personally or by mail, to each member entitled to vote at such meeting, not less than Seven (7) nor more than Sixty (60) days before the date of such meeting, by or at the directions of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.

Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.

Section 5. Quorum. Members holding Thirty percent (30%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 6. Proxies. There shall be no voting by proxy at any meeting.

Section 7. Voting by Mail or Internet. Where members of the Council are to be elected by members or any class or classes of members, such election may be conducted by mail or Internet in such manner as the Council shall determine.

ARTICLE FOUR

COUNCIL

Section 1. General powers. The affairs of the corporation shall be managed by its Council. Council members need not be residents of the State of Virginia.

Section 2. Number, Tenure, and Qualifications. The number of Executive Council members shall be Five (5), to include President, Vice President, Secretary, Treasurer (appointed by Council) plus one (1) other appointed Council member to total Five (5) Executive Council members. Executive Council members shall be elected by all Council members via an on-line voting system on the ISRA Admin Forum. The term of office of each Executive Council member shall be Two (2) years and until election and qualification of his or her successor. The elected council shall fill other positions by appointment or internal election. The total number of councilors should always be an odd number to avoid ties during any internal votes. Nominations will be self nominations or nominations by other Council members for the positions of President, Vice President, Secretary and the nominees will come from within the current council. All council members will be notified by email of nominations.

Section 3. Removal. Any Council member may be removed by a majority vote of the remaining members of the Council and current officers whenever in their judgment the best interests of the corporation would be served thereby.

Section 4. Regular Meetings. A meeting of the Council shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The Council may provide, by resolution, the time and place for the additional regular meetings without other notice than such resolution. Additional regular meetings shall be held on the Internet in the absence of any designation in the resolution.
Section 5. Special Meetings. Special meetings of the Council may be called by or at the request of the president or any Two (2) Council members or Officers, and shall be held on the Internet or at such other place as the Council members may determine.

Section 6. Notice. Notice of any special meeting of the Council shall be given at least Two (2) days previously thereto by written notice delivered personally or sent by mail or email to each director at his or her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Council member may waive notice of any meeting. The attendance of a Council member at any meeting shall constitute a waiver notice of such meeting, except where a Council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 7. Quorum. A majority of the Council shall constitute a quorum for the transaction of business at any meeting of the board; but if lass than a majority of the Council are present at any meeting, a majority of the Council members present may adjourn the meeting from time to time without further notice.

Section 8. Council Decision. The act of a majority of the Council members present at a meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by law or by these bylaws.

Section 9. Vacancies. Any vacancy occurring in the Council or any Council position to be filled by reason of an increase in the number of Council members, shall be filled by the Council. A Council member appointed to fill a vacancy shall serve for the un expired term of his or her predecessor in office.

Section 10. Compensation. Council members as such shall not receive any stated salaries for their services. Nothing herein contained shall be construed to preclude any Council member from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE FIVE

OFFICERS

Section 1. Officers. The officers of the corporation shall include membership director, constellation director, merchandise director, regional representatives, AMA representative, and such other officers as may be deemed desirable. The Council may elect or appoint such other officers to have the authority and perform duties prescribed, from time to time, by the Council. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers of the corporation shall be elected by the Council at the regular annual meeting of the Council and term of office shall be Two (2) years. If the election of officers is not held at such meeting, such election may be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Council. Each officer shall hold office until his or her successor has been duly elected and qualifies.

Section 3. Removal. Any officer elected or appointed by the Council may be removed by the Council whenever in its judgment the best interests of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Council for the un expired 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 Council.

ARTICLE SIX

CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

Section 1. Contracts. The Council may authorize any officer of officers or agent or agents of the corporation, in addition to the officers so authorized by these 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 evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the treasurer and countersigned by the president or vice president of the corporation.

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

Section 4. Gifts. The Council may accept on behalf of the corporation any contribution, gift, bequest, or device for any purpose of the corporation.

ARTICLE SEVEN

PATCH AND ROCKER POLICY

Section 1. ISRA members agree not to wear 3 piece back patches or any configuration thereof that could be viewed or misinterpreted as MC or 1% affiliation. Failure to comply could result in termination of membership.

Section 2. All applications for ISRA Constellation must be accompanied with a logo and patch design for ISRA Council approval. Any application without these items will be denied or reconsidered when logo and patch design are submitted or if they choose to wear the ISRA back patch instead of designing their own.

Section 3. All ISRA Constellation designed patches and logos must have the letters I.S.R.A. incorporated in the design to indicate they are a Constellation of the International Star Riders Association.

PATCH AND ROCKER GRANDFATHER CLAUSE

All current European ISRA Constellation and ISRA Members prior to August 3, 2009 who are wearing 3 piece patch may continue to do so at their own risk. No new ISRA Constellations in Europe or other countries will be granted this clause. The first sign of compromising of ISRA reputation will result in termination of that Constellation ISRA Charter and loss of ISRA membership.

ARTICLE EIGHT

CERTIFICATES OF MEMBERSHIP

Section 1. Certificates of Membership. The Council shall provide for the issuance of certificates evidencing membership in the corporation, which certificates shall be in such form as may determined by the Council. All certificates evidencing membership lf any class shall be consecutively numbered. The name of each member and the date of issuance of the certificate shall be entered on the records of the corporation.

ARTICLE NINE

BOOKS AND RECORDS

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

ARTICLE TEN

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

ARTICLE ELEVEN

DUES

The ISRA was formed, and will continue to operate, as a dues-free membership corporation.

ARTICLE TWELVE

SEAL

The Council shall provide a corporate seal.

ARTICLE THIRTEEN

WAIVER OF NOTICE

Whenever any notice is required to be given under the provision of Va. Code §§13.1-801 through 944 (Code of Virginia 1950 (as amended)) or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE FOURTEEN

AMENDMENT OF BYLAWS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Council and officers present at any regular meeting or at any special meeting, if at least 30 days’ written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting or vote of the members at any regular meeting or as the case may be.

Adopted at the Organizational Meeting of the Council this __ 24___ day of March, 2010.

Amended on October 8, 2007.

Adopted on August 3, 2009. Article Seven

Amended on Feb. 15, 2010 Article 2 - Full Membership to include spouse

Amended on March 24, 2010 Article 4 Section 2

_____________Juvencio Junior__________________

SECRETARY