1997 AMENDED BYLAWS OF

ANTHONY LAKES SKI RACING ASSOCIATION, INC.

A NONPROFIT CORPORATION

1. Purposes and Prohibitions. The purpose of the Corporation is set out in the Articles of Incorporation, namely:

The object or pursuit of the Corporation shall be to operate an organization with special emphasis on skiing, snow and winter sports, to provide ski race training and guidance for the children of the members, to promote, organize and conduct ski races for the benefit of the children of the members and, if agreed upon by the members, to conduct other race training or put on other races associated with snow and winter sports other than skiing specifically, to raise money for these associated activities, to conduct social and recreational events for the benefit of the members of the corporation and to conduct a program and association with the above purposes that instill the participants with the basic tenets of the professionalism and sportsmanship.

2. Powers. The Corporation shall have the purpose of engaging in any lawful activity in the state of Oregon.

3. Statutory Authority. The Corporation and the Directors and members shall generally comply with the requirements of ORS Chapter 65 "Nonprofit Corporations" as may be amended from time to time.

4. Prohibition Against Profit to Members. The Corporation shall not engage in any form of trade or commerce, or carry on any activity which will result in remunerative profit to its Directors or members.

5. Liaison. The Corporation shall act as the liaison between the U.S. Ski Association, Oregon Interscholastic Ski Racing Association, the members and the local ski area.

6. Members. As stated in the Articles of Incorporation, the membership shall include the parents of a child enrolled in the program who has paid his dues as prescribed by the Board of Directors for the racing season. Upon enrollment and payment of dues, that child's designated parent or parents shall become members for the year. Additionally, a designated parent/member shall agree to abide by and conform to the bylaws, rules and regulations set down by the Board of Directors. If any participant is over the age of 18 years, he or she may be considered a member rather than the parents of that individual.

7. Voting. Each member or family shall have one vote for each child who has paid dues and is enrolled in the program for that year.

8. Participation. Before participating in any scheduled training session or race, a child shall be required pay the dues as set by the Board and meet any other requirements set by the Board.

9. List of Members. The Corporation shall prepare an alphabetical list of the names, addresses and membership dates of all members. The list of members must be available for inspection by any member for the purpose of communication with the other members pursuant to ORS 65.224. No person shall be entitled to vote unless they are a member.

10. Directors.

Section 10.1 All cooperate powers shall be exercised by or under the authority of a Board of Directors.

Section 10.2 Qualifications. All Directors must be members of the Corporation.

Section 10.3 Compensation. No member of the Board of Directors shall receive any salary or compensation by reason of his office. Likewise, the Officers shall not receive any salary unless one of the Officers or Directors is a coach which will specifically exclude him from the prohibition of receiving compensation.

Section 10.4 Number of Directors. The number of Directors shall be not less than three. On an annual basis, the members may elect three or more Directors, at the members' discretion.

Section 10.5 Election. All Directors shall be elected at the annual meeting. Elections shall be by a majority of the members present at said meeting.

Section 10.6 Term of Directors. Term of office shall extend from the date of election to the next regular annual meeting unless earlier terminated.

Section 10.7 Replacement. In the event of resignation or other inability of a Director to perform his duties, a replacement Director may be elected by the other Directors. That Director shall serve until the next regular annual meeting. Elections shall be by a majority of the Directors.

Section 10.8 Removal of Directors. The members may remove one or more Directors elected by them with or without cause at any time prior to an annual meeting by a vote of 2/3 (two thirds) of a quorum.

Section 10.9 Meeting of Directors. Any regular or special meetings of the Board must be preceded by at least seven days notice in writing to each Director of the date, time and place of a meeting. Any two or more Directors may call a special meeting.

Section 10.10 Quorum. A quorum shall consist of more than fifty percent (50%) of the elected Board.

Section 10.11 Voting. All maters must be acted upon by a majority of the quorum present.

Section 10.12 Board Liaison. Each Committee shall also appoint a liaison between the Board and the members to discuss, answer questions and provide administrative support between the members, their children participating in the program and the Board.

Section 10.13. Coaching. The Board shall, on an annual basis, interview, hire, and set the salaries for coaches for the program. Hiring and firing of coaches shall be done exclusively by the Board.

11. Committees

A. The Board shall appoint the following committees

1. Mitey Mite Committee

2. Junior Committee

3. Interscholastic Committee

4. Mini Mite Committee

5. Fund Raising Committee

6. Executive Committee

B. At least one of the Board members shall sit on each of the committees

C. The committees shall function to organize the programs and races designated for their committee and report to the Board, on a regular basis, as requested, the status of the committee.

D. The committeees shall submit a proposed program and budget for their group at the annual meeting for Board approval.

E. The Executive Committee shall consist of at least the four officers of the corporation. The President may also appoint one or two additional board members to the Executive Committee. These additional appointments are subject to the approval by the Board of Directors. The Executive Committee is empowered to act on behalf of the Board between the regular board meetings. The President of ALSRA will act as the Executive Committee chairman.

12. Officers. Officers of the Corporation shall be: President, Vice President, Secretary, and Treasurer.

Section 12.1 Election of Officers. The Officers shall be elected from the members of the Board. The Officers shall serve for the remainder of the year until the next annual meeting. In the event any Officer leaves the Board, the Board shall immediately replace that Officer.

Section 12.2 Standard of Conduct. An Officer shall discharge that Officer's duties in good faith, using the care of an ordinarily prudent person in a like position, in the manner the Officer reasonably believes to be in the best interest of the Corporation.

Section 12.3 President. The President shall be elected annually by the Board of Directors from among their number at the annual meeting. He shall have a term of office for one year. He shall be at the executive head of the Corporation and shall preside at all meetings of the Board of Directors and at all meetings of the members, unless the meeting of the members otherwise decides. The President shall order meetings of the Board whenever he deems it necessary or advisable; he may order special meetings of the members whenever he deems it necessary or advisable.

Section 12.4 Vice President. The Vice President shall be elected annually and shall hold his office for the term of one year. He shall, in the absence or disability of the President, discharge the duties of the President.

Section 12.5 Secretary. The Secretary shall be elected annually at the annual meeting. He shall be the clerical officer of the corporation and secretary of all meeting of the Board of Directors and the members. He shall be the custodian of the corporate seal, and of the records pertaining to the Corporation. He shall keep a fair and correct minute in record in books provided for that purpose of all meeting so the members and of the annual meeting and shall give notice of meetings of the Board of Directors when request. He shall keep lists of members available for membership inspect.

Section 12.6 Treasurer. The Treasurer shall be elected annually at the annual meeting. His term shall be for one year. It shall be the duty of the Treasurer to receive and keep all moneys and evidence of debt belonging to the corporation and disburse the same according to the direction of the Board. He shall keep strict and accurate accounts showing all moneys received and all moneys paid out and shall prepare and submit to each annual meeting of the members a statement of all moneys received and disbursed since the last annual meeting and shall prepare and submit to the Directors or the President statements of the receipts and disbursements whenever requested to do so.

13. Annual Meeting. The annual meeting will be held at such time as directed by the Board, after the last race of the season in which the team will be participating, but in any event, not later than May 1 of each year.

14. Fiscal Year. The fiscal year of the Corporation shall be October 1 to September 30.