Vagabond Recreation, Inc.

By Laws

ARTICLE I
Offices

Section 1: The registered office of Vagabond Recreation Club shall be in the City of Salt Lake, County of Salt Lake, State of Utah.

Section 2: Vagabond Recreation Club may also have offices at such other places, both within and without, the State of Utah, as the Board of Directors may from time to time determine, or the business of the Club may require.

ARTICLE II
Meetings of Members

Section 1: All Meetings of Club Members for any purpose may be held at such time and place, within or without the State of Utah, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2: No specific Annual Meeting of Club Members shall be set, nor is there any provision whereby any meeting of Club Members must be held as the Club Members have no voice in the operation of either Vagabond Recreation, Inc., the corporation, or Vagagond Recreation Club, the Club.

Section 3: Written notice of a meeting of Club Members, stating the place, date and hour of the meeting, shall be given to each Club Member not less than twenty days nor more than fifty days before the date of the meeting.

Section 4: Meetings of the Club Members, for any purpose or purposes, may be called by the Chairman of the Board of Directors of Vagabond Recreation, Inc., or may be called by the Chief Executive Officer of Vagabond Recreation, Inc.

Section 5: Business transacted at any special meeting of the ClubMembers shall be limited to the purposes stated in the notice.

ARTICLE III
Directors

Section 1: The Board of Directors of Vagabond Recreation, Inc. will appoint such Directors of Vagabond Recreation Club as shall seem to them to be in the best interest of both the corporation and the club.

Section 2: Vacancies in the Directorates of Vagabond Recreation Club will be filled by the Board of Directors of Vagabond Recreation, Inc.

Section 3: The business of Vagabond Recreation Club shall be managed by its Directors, under the direction of the Board of Directors of Vagabond Recreation, Inc.

Section 4: The Directors of Vagabond Recreation club may hold meetings, both regular and special, either within or without the State of Utah, as they determine between themselves to be in the best interest of the Club.

Section 5: The salaries of all Club Directors, Club Officers, and Club Agents shall be fixed by the Board of Directors of Vagabond Recreation, Inc..

Section 6: The Club Directors may, by resolution passed by a majority of them, designate one or more committees. Each committee to consist of two or more of the Directors along with such non-Director members as are deemed desirable by the Club Directors. Any such committee, to the extent provided in the resolution that establishes the committee, shall have and may exercise the powers of the Club Directors in the management of the business and affairs of the Club. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Directors.

Section 7: Each committee shall keep regular minutes of its meetings and report the same to the Directors when required.

Section 8: Since the Club Directors are Salaried Employees they may not be paid their expenses, if any, for attendance at each meeting of the Directors. Members of special or standing committees may be allowed compensation for attending committee meetings.

ARTICLE V
Notices

Section 1: Whenever, under the provisions of the statutes or of the Articles of Incorporation of Vagabond Recreation, Inc., or of these By-Laws, notice is required to be given to any Director,Officer or Club Member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such shareholder or director, at his address as it appears on the records of the corporation, with postage prepaid. Such notice shall be deemed to be given at the time the same shall be deposited in the United States Mail. Notice may also be given by telegram, telephone, facsimile, e-mail, or in person.

ARTICLE VI
Officers

Section 1: The officers of the Club shall be chosen by the Club Directors and shall be a President, Vice President, Club Secretary, and Treasurer. The Club Directors may also choose additional Vice Presidents as they may deem necessary for the best interest of the Club.

Section 2: The Club Officers shall hold office until their successors are chosen and qualify. Any officer appointed by the Club Directors may be removed at any time by the affirmative vote of a majority of the Club Directors. Any vacancy occurring in any office of the corporation shall be filled by the Club Directors.

Section 3: The President shall preside at all meetings of the Club Directors. He shall be responsible for the implementation of Club policies, procedures and activities. He will report to the Chief Executive Officer of Vagabond Recreation, Inc.

Section 4: The Vice President(s) shall be appointed to serve as assistant(s) to the President and to perform such other functions as the Club Directors determine. In the absence of the President, or his inability to act, the Vice President, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall perform such other duties and have such other powers as the Club Directors may from time to time prescribe.

Section 5: The Corporate Secretary shall attend all meetings of the Club Directors and all meetings of the Club Members and record all the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings and shall perform such other duties as may be prescribed by the Club Directors or President, under whose supervision he shall be.

Section 6: The Corporate Secretary, shall be the officer designated to have charge of the Membership Roster of the Club.

Section 7: The Treasurer shall have the custody of all Club funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club, and shall deposit all moneys and other valuable effects in the name of and to the credit of the Club in such depositories as may be designated by the Club Directors. He shall disburse the funds of the Club as may be ordered by the Club Directors, taking proper vouchers for such disbursements, and shall render to the President and the Club Directors, at such times as the Club Directors so requires, an account of all his transactions as treasurer and of the financial condition of the Club.

Section 8: If required by the Club Directors, the Treasurer shall give the Club a bond, renewable each six years, in such sum and with such surety or sureties as shall be satisfactory to the Club Directors for the faithful performance of his office and for the restoration to the corporation, in the case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE VII
Membership Certificates

Section 1: Membership Certificates and Membership Cards shall be handled in the manner set forth in the Membership Benefits Document.

Section 2: The Club Directors may direct a new Membership Certificate or Membership Card to be issued to replace any certificate or card theretofore issued by the Club alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.

Section 3: The Club shall be entitled to recognize the exclusive right of a Member registered on its books as the owner of all rights and privileges accorded to a Member pursuant to the Class of Membership held by the Member.

ARTICLE VIII
General Provisions

Section 1: All checks or demands for money and notes of the Club shall be signed by such officer or officers or such other person or persons as the Club Directors may from time to time designate.

Section 2: The Club shall indemnify its Officers, Directors, Employees, and Agents to the full extent permitted by the laws of the State of Utah.

Section 3: The fiscal year of the Club begins on the 1st day of January and ends on the 31st day of December.

Section 4: These by-laws may only be altered, amended or repealed and new by-laws may be adopted by the Board of Directors of Vagabond Recreation, Inc.

Membership

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