ARTICLE I - OFFICES
The principal office of the Association in the State of North Dakota shall be located in the City of Bismarck, County of Burleigh.  The Association may have such other offices, either within or without the State of North Dakota as the board of directors may designate or as the business of the Association may from time to time require.

ARTICLE II - PURPOSE
             The people interested in running Quarter Horses are associating themselves together for the following purposes:

1.            To promote horse racing in North Dakota; and
2.                  To institute or aid any movement that will improve and protect the interests of racing owners, breeders, and trainers, and their employees.

 ARTICLE III - MEMBERSHIP
             Any individual, partnership, Association, or organization is eligible for membership to this Association.  Dues for members shall be $30.00.  All individual, partnership, Association, or organization members have one voting privilege and a subscription to the newsletter.

ARTICLE IV - SUSPENSION AND REINSTATEMENT OF MEMBERS
            Any member may be suspended for violation of these By-laws, for illegal, unethical, unsportsmanlike conduct, or for failure to remain in good standing in accordance with the rules of racing adopted by the State of North Dakota.  To be suspended, 14 days written notice of the time and place of such action musts be given to the member and suspension must be by an affirmative vote of two-thirds (2/3rds) of the board of directors.  Any one may appeal suspension in writing to the board of directors and/or appear in person to give arguments and facts concerning the cause of suspension.

            Upon consideration by the board, they may determine that the suspension of the member was not justified, and by a two-thirds (2/3rds) vote of the board, they may vote to reinstate the member.  The board may order restitution in lieu of suspension if deemed appropriate.

ARTICLE V - MEMBERS
1.            ANNUAL MEETING.            The annual meeting of the members shall be held in the final quarter in each year, beginning with the year 2002, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day.

2.            SPECIAL MEETINGS             Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the directors, and shall be called by the president at the request of not less than 50% of all the current members of the Association entitled to vote at the meeting.

3.            PLACE OF MEETING.             The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors.  A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Association.

 4.            NOTICE OF MEETING              Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the books of the Association, with postage thereon prepaid.

 5.            VOTING LISTS.              The officer or agent having charge of the books of the Association shall make, at least 60 days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of 60 days prior to such meeting, shall be kept on file at the principal office of the Association and shall be subject to inspection by any member at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.  The original membership book shall be prima facie evidence as to who are the members entitled to examine such list or transfer books or to vote at the meeting of members.

6.            QUORUM.              At any meeting of members 66% of the members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members.  If less than said number of members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

7.            PROXIES.             At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact.  Such proxy shall be filed with the secretary of the Association before or at the time of the meeting.

 8.            VOTING.              Each member entitled to vote in accordance with the terms and provisions of the Certificate of Association and these By-laws shall be entitled to one vote, in person or by proxy.  Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Association or the laws of this State.

9.            ORDER OF BUSINESS.              The order of business at all meetings of the members shall be as follows:
             A.            Roll call;
            B.            Proof of notice of meeting or waiver of notice;
            C.            Reading of minutes of preceding meeting;
            D.            Reports of officers;
            E.            Reports of committees;
            F.            Election of directors;
            G.            Unfinished business; and
            H.            New business.

10.            INFORMAL ACTION BY MEMBERS.             Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

 ARTICLE VI - BOARD OF DIRECTORS
 1.            GENERAL POWERS.             The business and affairs of the Association shall be managed by its board of directors.  The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association, as they may deem proper, not inconsistent with these By-laws and the laws of this State.  The Board of Directors shall be responsible for all awards and fund-raisers.

2.            NUMBER, TENURE AND QUALIFICATIONS.             The number of directors of the Association shall be four.  Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified. (Board of Directors are elected for 4, 3, 2, and 1 year terms; amendment January 6, 1996)

3.            REGULAR MEETINGS.             A regular meeting of the directors shall be held without other notice than this by-law immediately thereafter, and at the same place as the annual meeting of members.  The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

4.            SPECIAL MEETINGS.             Special meetings of the directors may be called by or at the request of the president or any two directors.  The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

5.            NOTICE.             Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 6.            QUORUM.             At any meeting of the directors three shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

7.            MANNER OF ACTING.              The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

8.            NEWLY CREATED DIRECTORSHIPS AND VACANCIES.              Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists.  Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members.  A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

 9.            REMOVAL OF DIRECTORS.              Any or all of the directors may be removed for cause by vote of 85% of the members or by action of the board.  A director that misses two consecutive meetings of the board where proper notice has been given, shall automatically be removed from the board.  Directors may be removed without cause only by vote of the members.

 10.            RESIGNATION.              A director may resign at any time by giving written notice to the board, the president or the secretary of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

  11.            COMPENSATION.              No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized.  Nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving compensation therefor.

 12.            PRESUMPTION OF ASSENT.              A director of the Association who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Association immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

 13.            EXECUTIVE AND OTHER COMMITTEES.              The board, by resolution, may designate from among its members an executive committee and other committees, including a nomination committee, each consisting of three or more directors.  Each such committee shall serve at the pleasure of the board.

 ARTICLE VII - OFFICERS
 1.            NUMBER.             The officers of the Association shall be as follows:
President (elected bi-annually)
Vice-president (elected bi-annually; amendment November 8, 1997)
Secretary-treasurer (hired by the Board; amendment December 1996)
Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

              The Board of Directors will appoint three members to a nomination committee.  The nomination committee will nominate up to two members for each office and Board of Directors and file with the Secretary at least 20 days prior to the annual meeting, the names of candidates for the Board of Directors selected by it, to be voted upon at the next annual election.   Additional candidates may be nominated from the floor provided they have been received in writing by the Secretary of this Association at least 10 days prior to the Annual Meeting.  Election will be at the annual meeting, and voting will be made by secret ballot. The President shall come from the current board, unless no Director wishes to become President, then nomination may come from membership.  Member must be a member in good standing for 90-days preceding in order to be considered for nomination.

 2.             ELECTION AND TERM OF OFFICE.               The officers of the Association to be elected by the directors shall be elected at the first meeting of the directors held after the annual meeting of the members.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

 3.             REMOVAL.                Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 4.             VACANCIES.                A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

 5.             PRESIDENT.                The president shall be the principal executive officer of the Association and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the Association.  He shall, when present, preside at all meetings of the members and of the directors.  He may sign, with the secretary or any other proper officer of the Association thereunto authorized by the directors, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these By-laws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

            The outgoing president shall automatically become a director for a one-year term.  (Amendment January 26, 1985.)

 6.          VICE-PRESIDENT.                The vice-president shall be a member of the board of directors.  In the absence of the president or in event of his death, inability or refusal 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 shall perform such other duties as from time to time may be assigned to him by the President or by the directors. The vice-president shall come from the current board, unless no Director wishes to become Vice-President, then nomination may come from membership.  Member must be a member in good standing for 90-days preceding in order to be considered for nomination.

 7.             SECRETARY.                The secretary shall keep the minutes of the members’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records of the Association and keep a register of the post office address of each member which shall be furnished to the secretary by such member, have general charge of the books of the Association, compile an annual report summarizing the year’s events, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

 8.             TREASURER.                If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine.  He shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with these By-laws, collect and deposit all dues, pay all bills, keep records on entries of all association sponsored races, and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.

 9.             SALARIES.                No officers of the Association shall receive a salary with the exception of the Secretary-Treasurer.

 ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS

 1.             CONTRACTS.                The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

  2.             LOANS.                    No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors.  Such authority may be general or confined to specific instances.

 3.             CHECKS, DRAFTS, ETC.                All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the directors.

 4.             DEPOSITS.                All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the directors may select.

 ARTICLE IX - FISCAL YEAR 

            The fiscal year of the Association shall begin on the 1st day of January in each year. 

 ARTICLE X - WAIVER OF NOTICE

            Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Association under the provisions of these by-laws or under the provisions of the Articles of Association, 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 XI - AMENDMENTS

            These By-laws may be altered, amended or repealed and new By-laws may be adopted by a vote of the members representing two-thirds (2/3rds) of all the members present which are entitled to vote, at any annual members’ meeting or at any special members’ meeting when the proposed amendment has been set out in the notice of such meeting.

ARTICLE XII - DISSOLUTION

                Except as otherwise provided by law, the association may be dissolved upon the affirmative vote or written consent of 85% of the members.  Upon dissolution of the association for any cause except reorganization or incorporation (in which case the property of the corporation shall be conveyed to the new corporation), the assets remaining after all obligations have been fully satisfied shall be conveyed to and vested in such nonprofit organization or organizations which themselves are exempt from the payment of Federal Income Tax under the laws of the United States as Board of Directors may designate.   The Board shall direct such conveyances to such institutions and organizations and in such manner as will in its judgement best served to effectuate the purposes of the corporation.