The Charter

Preamble

The Harley Owners Group® (H.O.G.) is an organization founded and sponsored by Harley-Davidson Motor company. The group was established to offer motorcycling benefits and services to Harley-Davidson enthusiasts throughout the world, and to develop a close relationship between the Harley-Davidson rider, the Harley-Davidson dealer and Harley-Davidson Motor Company.

The opportunity to start an independent chapter affiliated with the Harley Owners Group is offered to bring members together for the common interest of promoting motorcycling activities. The goal of each chapter is to generate an increased level of enthusiasm for riding Harley-Davidson motorcycles. The chapter shall be a family-oriented and a nonpolitical organization.

Article I - Purpose

1. The purpose of the local chapter shall be to promote responsible motorcycling activities for Harley Owners Group members by conducting chapter activities and encouraging participation in other H.O.G. events.

2. Chapter activities and operations shall be conducted in a manner consistent with a family- oriented, nonpolitical philosophy.

Article II - Sponsorship

1. Each chapter must be sponsored by an authorized Harley-Davidson dealer. The decision to sponsor a chapter shall be undertaken solely at the dealer's discretion.

2. An authorized Harley-Davidson dealer may sponsor only one H.O.G. chapter.

3. The sponsoring dealer shall have absolute authority to require that the sponsored chapter conducts its operations and activities in accordance with the sponsoring dealer's standards.

The sponsoring dealer shall require the chapter to operate and conduct activities in accordance with this charter and H.O.G. operating policies.

4. The sponsoring dealer shall have authority over, and approval rights regarding, the content of all chapter publications.

5. The sponsoring dealer shall have authority over any and all matters pertaining to chapter membership.

6. The sponsoring dealer may establish chapter dues, which dues shall be used solely to pay or defray the cost of chapter administration.

Article III - Application and Term of Relationship

Chapter affiliation with H.O.G. shall be for a one year term and shall be subject to annual application and acceptance by H.O.G.

Article IV - Name and Affiliation

1. The Harley Owners Group, a division of Harley-Davidson Motor Company, is the governing body for all H.O.G. chapters. Each chapter affiliated with the Harley Owners Group shall be a separate and independent organization providing services to its chapter members on a "not- for-profit" basis.

2. Each affiliated chapter must adhere to this Charter and to H.O.G. Operating Policies.

3. Affiliated chapters shall be named after the respective city or locale of the sponsoring dealer. H.O.G. shall have the right to approve chapter names.

4. Should H.O.G. determine, in its sole discretion, that a chapter is not adhering to this Charter, H.O.G. may rescind its recognition of the chapter as a H.O.G. affiliated organization. Dealers may likewise rescind sponsorship of their chapter at any time, at which time the chapter's H.O.G. affiliation shall also cease.

Article V - Officers

1. Affiliated chapters shall have the following primary officers: Director, Assistant Director, Treasurer and Secretary. Other discretionary officers may be appointed as needed.

2. The sponsoring dealer may assume any, or all, officer position(s) including their respective responsibilities and may remove any officer from office in the dealer's sole discretion.

The sponsoring dealer may determine how chapter officers are selected and the length of their terms in office.

3. The sponsoring dealer has the authority to require the chapter to perform to the sponsoring dealer's standards and is to assure H.O.G. that the chapter abides by this Charter and the Operating Policies.

4. The duties and responsibilities of the primary chapter officers shall be as follows:

A. Director: The Director shall uphold this Charter and the chapter by-laws, conduct chapter meetings and coordinate chapter officer responsibilities.

B. Assistant Director: The Assistant Director shall assist the Director in carrying out the Director's duties. The Assistant Director shall also be responsible for promoting membership, membership orientation and keeping the chapter members informed of H.O.G. programs.

C. Treasurer: The Treasurer shall be responsible for the collection and disbursement of chapter funds, reporting the financial transactions to the membership on a monthly basis, submitting an annual financial report to H.O.G., compliance with all revenue recording and reporting requirements.

D. Secretary: The Secretary shall be responsible for the administrative needs of the chapter, keeping the minutes of chapter annual business meetings and general meetings, ensuring that all chapter members are current H.O.G. members, having on file a signed copy of the Annual Chapter Membership Enrollment Form and Release of each member as signed on an annual basis, and submitting to H.O.G. the H.O.G. Chapter Charter Application and any other reports as required by H.O.G. Further, the Secretary shall ensure that all insurance requirements are met (including participant signatures to required release forms), shall ensure preparation of injury report forms, timely submission of injury report forms to the appropriate insurance company and shall be responsible for the maintenance and storage of release forms and injury reports.

5. The duties and responsibilities of the discretionary chapter officers shall be:

A. Activities Officer: The Activities Officer shall be responsible for the administration of chapter events.

B. Ladies of Harley Officer: The LOH Officer shall be responsible for encouraging women members to take an active part in chapter activities.

C. Road Captain: The Road Captain(s) shall be responsible for assisting in the planning of routes for chapter rides and keeping the Chapter informed of all H.O.G. programs.

D. Editor: The Editor shall be responsible for assembling and organizing written, oral (broadcast) and electronic material for chapter publications, e.g., newsletters, press releases. All chapter publications, whether written, oral (broadcast) or electronic, shall be subject to approval by the sponsoring dealer prior to publication.

E . Safety Officer: The Safety Officer shall be responsible for providing chapter members with information relating to the availability of rider training.

F. Photographer: The Photographer shall be responsible for obtaining and organizing chapter photographs for use in chapter publications and chapter history albums.

G. Historian: The Historian shall be responsible for the preparation and maintenance of a written account of the history of the chapter, to include officer positions, chapter activities and membership levels.

Article VI - Membership

1. All Harley Owners Group members may join any affiliated chapter. An expired membership in H.O.G. automatically terminates local chapter membership and any associated memberships. It shall be the responsibility of each local chapter to ensure that chapter members are current H.O.G. members and to maintain on file in the chapter records a signed copy of the annual Chapter Membership Enrollment Form and Release of each chapter member. It shall be the responsibility of any person applying for, or renewing, membership in a local chapter to provide proof of his or her National membership as a condition of eligibility for membership.

2. The sponsoring dealer may suspend or terminate a person's membership in the sponsored chapter if the sponsoring dealer, in the sponsoring dealer's sole discretion, determines that a member's conduct is undesirable or contrary to the sponsoring dealer's interests.

Article VII - Dues

1. Chapters are to be not-for-profit organizations. The sponsoring dealer may, in the sponsoring dealer's sole discretion, establish chapter dues to be utilized solely to pay or defray the cost of chapter administration.

2. Chapters may conduct legitimate fund-raising activities to assist in paying or defraying chapter operating expenses or to raise funds for charitable purposes. All such fund-raising activity shall be subject to approval by the sponsoring dealer.

Article VIII - Activities

Chapter events and activities are the sole responsibility of the local chapter. These events and activities may include any family-oriented, safe activities that promote a positive image of the sport of motorcycling and that appeal to the chapter membership.

Article IX - Chapter Publications

All material published by the chapter must include the official chapter name and number. All chapter publications, whether written, oral (broadcast), or electronic must be approved by the sponsoring dealer. If, at any time, H.O.G. determines in its sole discretion that a chapter publication is incompatible with the family-oriented, nonpolitical philosophies and/or objectives of H.O.G., the chapter recognition as a H.O.G. affiliated organization may be terminated. A copy of all chapter publications of any type must be sent to the H.O.G. office.

Article X - Trademark License

1. The trademarks H.O.G.^®, HOG^®, HARLEY OWNERS GROUP^®, L.O.H.^®, LADIES OF HARLEY^® and the following H.O.G. logos (the "H.O.G. Trademarks") are among the many trademarks of Harley-Davidson Motor Company. These H.O.G. Trademarks may not be altered in any way and cannot be used in combination with any other words or graphics.

2. The issuance or renewal of this Annual Charter For H.O.G. Chapters shall constitute a limited license to use the H.O.G. Trademarks for the term of this Annual Charter for H.O.G. Chapters.

3. The Chartered H.O.G. Chapter's license to use the H.O.G. Trademarks is limited to use in conjunction with the official chapter name and use in conjunction with material relating to chapter activities.

4. Chapters must obtain approval from H.O.G. prior to using H.O.G. Trademarks on any material other than chapter publications. T-shirts, pins and all other items are only to be produced by authorized licensees of Harley-Davidson Motor Company and shall likewise be subject to prior approval by H.O.G.

5. Chapter use of the H.O.G. Trademarks may continue only so long as this Annual Charter is in effect between H.O.G. and the chartered chapter and the chapter operates in accordance with this Annual Charter and H.O.G. Operating Policies. H.O.G. may, at its sole discretion, terminate the chapter's limited license to use the H.O.G. Trademarks at any time upon thirty (30) days' notice in writing, and the chapter will immediately terminate all use of the marks when the notice becomes effective.

6. The chapter shall provide such assistance as may reasonably be requested by Harley- Davidson Motor Company to protect the H.O.G. Trademarks in the locality of the chapter's operations.

Article XI - By-Laws

1. This Charter shall be adopted and serve as operating policy for H.O.G. chapters and must be available to all chapter members.

2. Chapter by-laws, if needed, may not replace, supersede or conflict with this Charter and H.O.G. Operating Policies. The sponsoring dealer and the H.O.G. office must approve chapter by-laws prior to publication or implementation. Once adopted, a copy of the chapter by-laws must be furnished to the sponsoring dealer and H.O.G. office and must be available to all chapter members.

Article XII - Amendments

H.O.G. may amend this Charter at any time at its sole discretion based upon H.O.G.'s review of chapter developments and needs or because of conflicts with national, state, or local laws.

Article XIII - Disbursement of Funds

In the event of dissolution or final liquidation of the Chapter, all of the remaining funds and property of the Chapter shall, after paying or making provision for the payment of all of the liabilities and obligations of the Chapter and for necessary expenses thereof, be distributed to such organization or organizations as are organized and operated exclusively for charitable purposes and which qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code. In no event shall any of such assets or property be distributed to any director, officer or private individual.

Article XIV - Disclaimer

While the chapter may be affiliated with H.O.G., it remains a separate, independent entity responsible for its actions. All Harley Owners Group members and their guest(s) participate voluntarily and at their own risk in H.O.G. and H.O.G. chapter activities. The sponsoring dealer, H.O.G. and Harley-Davidson Motor Company, its subsidiaries and distributors and local chapter officers are and shall be released and held harmless by the member/guest for any injury or loss to the member/guest or to his or her property which may result from participation in H.O.G. and H.O.G. chapter activities. This means that each and every member of the local chapter and their guest(s) have no ground for legal action against the sponsoring dealer, H.O.G., Harley-Davidson Motor Company, its distributors and its subsidiaries, the local chapters and their respective agents and employees for any injury resulting to them or their property.

Article XV - National, State, Local Laws

If any part of this Charter should be invalid for any reason whatsoever under any national, state or local laws having jurisdiction over the subject matter of this Charter, then that part shall be considered deleted from this Charter and the rest of this Charter shall remain valid and in full force and effect.

Article XVI - Operating Policies (U.S. Chapters OnIy)

1. Recision and Termination of Sponsorship: In the event a sponsoring dealer decides to terminate or rescind sponsorship of a chartered chapter:

A. The sponsoring dealer shall inform the appropriate H.O.G. Regional Manager of the sponsoring dealer's intent to cancel or terminate sponsorship fifteen days prior to providing the chapter with written notice of termination or recision of sponsorship. Such notice shall be afforded by telephone or facsimile transmission.

B. The sponsoring dealer shall provide the chapter with written notice that sponsorship is terminated or rescinded, setting forth the reasons for termination or cancellation. Said notice shall be effective fifteen days subsequent to date of delivery of the notice. A copy of the sponsoring dealer's written notice to the chapter membership shall be sent to the Regional Manager.

C. Any subsequent application for charter by a group proposed to be sponsored by the former sponsoring dealer shall not be considered for acceptance for a minimum period of three months following the sponsoring dealer's termination or recision of the dealer's sponsorship of the former chartered chapter.

2. Assistant Director Duties: The assistant director shall also act as H.O.G. State Rally liaison and shall ensure that information regarding H.O.G. State Rallies is communicated to the chapter membership.

3. Treasurer's Duties: The chapter treasurer shall also be responsible for administering any and all federal, state and local revenue reporting and taxation requirements.

4. Dues: Annual chapter membership dues may not exceed twenty four dollars ($24.00).

5. Chapter Activities:

A. Chapters must hold a minimum of four closed events per year.

B. Closed events are those chapter events which are open to chapter members and one guest per member.

C. Member events are events that are open only to H.O.G. members.

D. Open events are those chapter events which are open to chapter members, national H.O.G. members and other guests as desired.

6. Membership: In order to suspend or revoke a membership in the chapter, the sponsoring dealer must do the following:

A. Notify the member in writing of the cancellation of his chapter membership. Give the reason for the cancellation in clear, concise terms.

B. Refund the member's chapter dues for the year.

C. Send a copy of the cancellation letter to the appropriate Regional Manager.

7. Newsletters: Chapters must publish a minimum of six newsletters per year to be eligible to maintain H.O.G. affiliation. Newsletters can consist of any printed material informing the membership of activities, i.e. post cards, flyers, multi-page publications, etc. Activities listed in the newsletter must indicate whether it is an open event, H.O.G. member event or closed event.

8. Chapter Status: Any chapter which fails to conduct any events or fails to publish six newsletters in one year, shall have their chapter recognition as a H.O.G. affiliated organization rescinded.