Amended (Jan 2008)

BY-LAWS
OF
LEAGUE OF AGRICULTURAL AND EQUINE CENTERS, INC.

ARTICLE 1. Name

The name of this organization shall be the League of Agricultural and Equine Centers.

ARTICLE 2. Purpose

The purpose of this organization is to serve as a communications network, to provide educational and professional development opportunities, and to promote higher professional standards to and among the management and staff of facilities that host equine and agricultural events.

ARTICLE 3. Membership

Section 1. – Center Membership of the organization is available to facilities that have a minimum of 50 permanent stalls with the capacity of hosting multiple day events.

One individual shall represent the Center.

Section 2. – Allied Membership of the organization is available to entities that do not meet the criteria of ARTICLE 3, Section 1.

ARTICLE 4. Meetings, Quorum, and Vote

Section 1. Annual Meeting – The organization shall hold an annual meeting and symposium of the members for the election of Directors and for the transaction of such other business as may properly come before the membership. The place and time of the annual meeting shall be determined by the Board of Directors.

Section 2. Special Meeting – Special meetings of the Members may be called by the Board of Directors for any purpose, at any time. Notice for any special meetings shall be sent to all Members at their last known address at least 30 days prior to the date of the meeting.

Section 3. Meeting Notice – Notice of the annual meeting of the organization shall be sent to all Members at their last known address at least 90 days prior to the date of the meeting.

Section 4. Quorum – A quorum for an annual or special meeting shall consist of members present.

Section 5. Voting – At each meeting of the Members, every Center Member is entitled to one (1) vote, which shall be cast in person by the designated representative of the Center. Voting shall be governed by parliamentary procedure according to “Robert’s Rules of Order”.

ARTICLE 5. Dues

Membership, without stock, shall be subject to the payment of annual dues set by the Board of Directors.

ARTICLE 6. Board of Directors

Section 1. Directors – The business of the organization shall be conducted by a Board of seven (7) Directors but no more than fifteen (15) Directors, including Officers. All Directors shall be elected for a period of three (3) years. Elections shall be conducted at each annual meeting of the membership. Three Directors shall be elected each year. The elected Directors will be responsible for electing, from within their ranks, the following Officers: Chairman, Vice-Chairman, Secretary and Treasurer, who shall serve with bond.

Section 2. Quorum – A majority of the Directors shall constitute a quorum at any meeting.

Section 3. Vacancy – Any vacancy may be filled by a majority vote of the Board.

Section 4. Removal - Any Director may be removed from the Board due to unsatisfactory service or non-performance of duty by a majority vote of the remaining members of the Board.

Section 5. Compensation - Directors shall not receive any salary for services as a Director. The Board of Directors, under certain circumstances, may reimburse Directors for expenses incurred serving the League as a Director.

Section 6. ex officio Directors – The former Chairman of the Board of Directors shall be invited to serve on the current Board of Directors in ex officio capacity. The term of this service shall be unlimited. This position shall not have voting privileges and will only represent the League under the official direction of the current Board of Directors.

ARTICLE 7. Duties of Directors

Section 1. Management of Business - The Board shall be responsible for general supervision and control of the business affairs of the organization. It shall make all necessary rules and regulations consistent with law, the articles of incorporation, or these Bylaws for the management of the organization. It shall be the duty of the Board to properly record all business transactions.

Section 2. Meetings - The Board shall meet a minimum of four (4) times each year. The dates, times, and locations will be determined by the Board.

Section 3. Officer Duties

a. The Chairman shall preside over all meetings of the organization and of the Board and shall perform other duties as prescribed by the Board.

b. The Vice-Chairman shall be vested with all the duties of the Chairman in his/her absence or disability, shall be generally in charge of all committee work, and shall perform other duties as prescribed by the Board.

c. The Secretary shall keep a complete record of all meetings of the organization and the Board and shall serve all notices required by law and/or these by-laws

d. The Treasurer shall keep a complete record of all business of the organization; shall make a full report of all matters and business pertaining to his/her office to the members at the annual meeting; shall make all reports required by law; and shall perform other duties as prescribed by the Board. The Treasurer shall present a yearly financial summary at each annual meeting.

Section 4. Audits – A minimum of every two (2) fiscal years, the Board shall have the financial records audited. This audit may be conducted by an appointed auditing committee or a certified public accountant.

ARTICLE 8. Financial Matters

Section 1. Contracts - Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the organizations and such authority may be general or confined to specific business. No debts shall be contracted against the organization and such authority may be general or confined to specific business. No debts shall be contracted against the organization except by order of the Board of Directors by written vote.

Section 2. Checks, Drafts, Etc. - All checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidence of indebtedness issued in the name of the organization shall be authorized by the Board of Directors. All encumbrances over ten thousand (10,000) dollars must be approved by written vote of the Board of Directors.

Section 3. Deposits - All funds of the organization shall be deposited promptly to the credit of the organization in such bank or banks as the Board may select.

Section 4. Fiscal Year - The fiscal year of the organization shall be from January 1 through December 31.

Section 5. Accounting System and Reports - The Board shall establish and maintain, in accordance with generally accepted principles of accounting, an appropriate accounting system including reports.

Section 6. Non-liability for Debts - No individual Member shall be personally responsible for any liability of the organization. The Members' private property shall exempt from execution or liability for any debt of the organization.

ARTICLE 9. Bylaws

Section 1. Promulgation - The Board shall have the power to promulgate such Bylaws as may seem expedient by a majority vote.

Section 2. Contradictions - Any Bylaws found to be in violation of law, or the articles of incorporation shall be void.

ARTICLE 10. Amendments

These Bylaws may be amended by a majority vote at the Annual Meeting of the Center Membership, provided that a copy of such proposed amendment(s) shall have been included with the Annual Meeting notice (a minimum of 90 days).

ARTICLE 11 . Dissolution

After fulfillment of the requirements of the law on dissolution or after discontinuance of business and payment of debts, any remaining assets shall be transferred to a beneficiary as designated by the Center Membership.

ARTICLE 12 . Indemnification

This organization shall, to the full extent permitted by law, indemnify any Director or Officer against expenses including attorney's fees, judgments, fines, and amounts paid in settlement reasonably incurred in the defense of any action, suit, or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been such Director or Officer of this organization, except in matters in which it is finally adjudged in such action, suit, or proceeding that he/she is liable for negligence or willful misconduct in the performance of his/her corporate duties.

ARTICLE 13. Headings

The headings used in these Bylaws are for the convenience of reference only and are not intended in any way to define or describe the scope or intent of any provision of these Bylaws.

Certificate

I, Lon S. Oyster, hereby certify that on this the 22^nd day of January, 2008, I am the duly elected and qualified Agent of the League of Agricultural and Equine Centers, a Kentucky non-stock, non-profit corporation; that these Bylaws were amended at a duly called meeting of the organization on January 22^nd, 2008 in Williamston, North Carolina.

By: ____________________________________________

Lon S. Oyster, Agent

Notary Public

State of Kentucky

Subscribed and sworn before me this ______ day of __________________, 20____.

Notary Public: ________________________________

My Commission Expires: _______________________