ARTICLE 1 - TITLE AND PURPOSE
This Association shall be known as The Alabama Quarter Horse Racing Association, Inc. and shall at all times be operated as a non-profit corporation, in accordance with the laws of the State of Alabama providing for such organizations, and by which it shall acquire all such rights as granted to associations of this kind.

ARTICLE 2 - OBJECT 
It shall be the object and purpose of this Association to do all in its power to promote the breeding, racing, sale, publicity and improvement of the breed of Quarter horses, for purposes of racing. This Association shall be empowered to conduct race meetings, sales, issue publications, purchase and rent real estate, operate concessions and to enter into any and all contracts and activities that will further and promote the cause of Quarter horse racing.
 

ARTICLE 3 - LOCATION
The principle place of business of this Association shall be in Marion, Perry County, Alabama, but business of the Association may be carried out at any location convenient to such directors, officers and members participating in such meetings.
 

ARTICLE 4 - DEFINITIONS 
The word "Association" hereinafter used shall be construed to mean ALABAMA QUARTER HORSE RACING ASSOCIATION, INC. 
The word "DIRECTOR" hereinafter used shall be construed to mean a duly elected member of the Board of directors, duly elected to that position by the general membership of the Association. 
The word "Board" hereinafter used shall be construed to mean the duly elected Board of Directors of the ALABAMA QUARTER HORSE RACING ASSOCIATION, INC. 
The word "Officer" hereinafter used shall be construed to mean a Member duly elected as Officer of ALABAMA QUARTER HORSE RACING ASSOCIATION, INC. 
The word "Member" hereinafter used shall be construed to mean a Member in good standing, with the right to vote, of ALABAMA QUARTER HORSE RACING ASSOCIATION, INC. 
The words "MEMBER IN GOOD STANDING" as hereinafter used shall be construed to mean a member whose dues are currently paid, and who is not under suspension, or threat of expulsion, for any infraction of the Rules and Regulations of this Association. Provided, that the dues must be paid prior to the annual meeting to entitle a member to vote on matters coming before said meeting. 
The word "OFFICIAL" hereinafter used shall be construed to mean an individual, hired or appointed, for certain duties such as a Racing Secretary of a particular race meet, a Sales Secretary, to assist in conduction of sales, etc. Such individual may or may not be a member of ALABAMA QUARTER HORSE RACING ASSOCIATION, INC.
 

ARTICLE 5 - SEAL 
The Association shall have a seal of a type and design as approved by the Board of Directors. Said seal shall be in the custody and charge of the Secretary of the Association.
 

ARTICLE 6 - REQUIREMENTS FOR MEMBERSHIP
Any natural person shall be entitled to join this Association and become a member who expresses interest in the purposes and objects of the said Association. Said persons shall be admitted, retained or expelled in accordance with the provisions of this Constitution or any other duly approved rules, regulations or by - laws.
 

ARTICLE 7 - MEMBERSHIP RIGHTS
Any member in good standing shall be entitled to one vote at any regular or special called meeting of the Association, and any and all other rights of membership granted by this Constitution or any rules, regulations or bylaws of said Association. 
To be in good standing a member must be current on any membership dues or assessments, and also must not be in violation of any provision of this Constitution or any rule, regulation or bylaw of this Association, or the American Quarter Horse Association.
 

ARTICLE 8 - MEMBERSHIP DUES 
Anyone wishing to become a member shall pay an initiation fee, the amount of which is to be set by the Board of Directors, and each member shall pay an annual payment beginning on or before each January following the initial membership fee payment, the amount of which also to be set by the Board. A member who fails to pay the amount prior to the annual meeting shall not be considered a member in good standing and shall not be allowed to vote at any meetings and shall not hold any office in this Association, including the offices of officer and director. 
 

ARTICLE 9 - MEETINGS
The annual meeting of the membership shall be held at a place in Alabama, selected by a majority of the Board of Directors of the Corporation, during the month of February of each year. The annual membership meeting shall be presided over by the President of the Association; in his absence, the Vice-President shall preside. Should both the President and Vice-President be absent for any reason, then the Secretary/ Treasurer shall preside. A quorum shall consist of a majority of those members in good standing who are present or voting by proxy. Proxies, in writing and duly executed by any member in good standing, shall be honored by the Secretary of the Association at such meeting. Only members of the Board of Directors may be designated as proxies. A majority of the members in good standing who are present, or by proxy, may conduct official business of the Association. All meetings shall be conducted in accordance "Riberts Rules of Order" so long as it does not conflict with the Constitution, or any rules or bylaws of the Association. 
A special meeting of the membership may be called by either one-third (1/3) of the members in good standing, or by a majority of the Board of Directors. A special meeting shall be held in such location as the Board of Directors designate. Notice to the membership shall be given at least two (2) days prior to said meeting, and said notice may be either in writing, by phone, in person or by Facsimile.
 

ARTICLE 10 - MEETINGS OF THE BOARD OF DIRECTORS
The annual meeting of the Board of Directors shall be held at a place in Alabama, selected by a majority of the Board of Directors of the Corporation, during the month of February of each year. Said annual Board meeting shall, for the convenience of the Directors, be scheduled the same day as, and a reasonable time prior to the annual membership meeting. 
Said annual Board meeting shall be presided over in the same fashion as in the case of the annual membership meeting, as set forth in Article 9 herein. 
Special Board meetings may be called by the President of the Association, or at the call of five (5) Board members. A called or special meeting of the Board shall be presided over in the same manner as the annual membership or Board meeting. 
A quorum for the purpose of transacting business at any annual or special meeting of the Board of Directors shall be a majority, i.e. At least five (5) directors must be present. 
The Board is authorized to conduct any and all business of the Association that is not specifically granted to members. 
No person shall serve as a Director who is not also a member in good standing of the Association. 
 

ARTICLE 11 - VACANCIES 
In case of any vacancy occurring in the Board of Directors, caused by death, resignation, disqualification, increase in number, or other cause, the President with the advice and consent of the Executive Committee, shall appoint a qualified successor to serve until said vacancy shall be filled, by election or action of the membership in good standing at the next annual meeting.
 

ARTICLE 12 - COMPENSATIONS 
Members of the Board of Directors shall serve without compensation. All Officers and Directors of said Corporation shall serve with whatever compensation is authorized by two-third (2/3) vote of the Board of Directors. The Corporation may reimburse any party, including its Directors, Officers, or members, for any reasonable expenses incurred on behalf of the Corporation or in carry on of its business. Any such expense by a member who is not also a Director or an officer, must be pre-approved by a majority of the Board of Directors.
 

ARTICLE 13 - DIRECTORS 
The general management and government and direction of the affairs of the Corporation shall be vested in the Board of Directors, who may establish rules, not inconsistent with these By-Laws, for the proper regulation and performance of the duties incumbent upon them. They take all necessary measures to preserve and protect the property of the Association, and to see to payment of all necessary expenses; and generally to take all legitimate and proper measures to carry into force and effect the objects and purposes of the Corporation as defined in Articles of Incorporation and By-Laws. 
The affairs of this Corporation shall be managed by a Board of not less than five (5) nor more than nine (9) Directors, who shall hold office for the following terms: Three (3) directors shall be elected for a term of 3 years; three (3) directors shall be elected for a term of 2 years, and three (3) directors shall be elected for a term of 1 year. Directors shall serve until their successors are elected. Directors may succeed themselves, and may be elected to serve in other Directors slots. 
A majority of the Directors shall constitute a Quorum for the transaction of business. But if at any meeting there be less than a quorum present, in person or by proxy, then the meeting shall be adjourned until such time as there is a quorum present in person or by proxy. 
The written contracts of the Association shall be executed in behalf of the Association by the President or Vice-President, attested by the Secretary/Treasure, and made official by affixing of the Corporation Seal of the Association. 
The Board of Directors shall have the power and authority to make, amend, repeal and enforce such Rules and Regulations, not contrary to the law, the Articles of the Incorporation of this Association, or these By-Laws, as they may deem expedient concerning the conduct, management, and activities of this Association, the admission, classification, qualification, suspension and expulsion of Members, and removal of Officers. The Board shall be charged with the responsibility of the fixing and collecting of dues and fees, the expenditure of money, the auditing of books and records, the awarding of championships and trophies, the conducting of race meets, sales, publications, contracts, and any and all activities relating to the general purposes and advancement of this Association. 
However, all power and authority of the Board is subject to revision or amendment by the membership, at any regular or special meeting of the members, provided written notice of intension to revise or amend any rule or regulation, by-law or Articles of the Incorporation, shall have been mailed to all members at least seven (7) days prior to the meeting. 
In the event a Director, unexcused, misses two (2) consecutive Board meetings, the Board of Directors has the authority to remove that Director and to appoint his successor.
 

ARTICLE 14 - OFFICERS 
The Officers of the Corporation shall consist of a President, Vice-President, and Secretary/Treasurer, each of whom shall be elected by the Board of Directors at the regular annual Board meeting, or at such special Board meetings as may be called by three President, or by a majority of the said Board of Directors. Each officer shall hold office until this successor shall have been duly elected and shall have qualified. 
PRESIDENT: The President shall be the principal executive officer of the Corporation and shall preside at all meetings of the Members and /or Board of Directors. He shall see that the By-Laws and rules and Regulations of the Association are enforced, and shall perform all other duties that may be prescribed, from time to time, by the Board of Directors. 

VICE-PRESIDENT: In the absence of the President, the Vice-President shall have the powers and perform the duties of the President.. 

SECRETARY: The Secretary shall perform the duties of the President in the absence of both the President and the Vice-President. The Secretary shall keep the minutes of all meetings, and shall be the custodian for the safe-keeping of all records and documents of the Association. The Secretary shall supply all the Directors with updated information concerning any amendment to the By-Laws, Articles of Incorporation, or the Rules and Regulations of the Association. 

TREASURER: The Treasurer shall keep a detailed record of all the financial affairs of said Corporation, including all accounts, funds, and securities of the Corporation. The Treasurer shall receive all monies of the Association turned over to him and shall disburse them only for itemized or certified demands. He shall account for all monies and expenditures by preparing and presenting to the annual membership and Board of Directors meeting a complete detailed financial statement. The Treasurer shall make his books and records available for audit purposed upon request of the Board of Directors. 

SURETY BONDS: The Treasurer, and any other Official Member, Official, or employee of the Corporation, who has the responsibility of handling funds of the Corporation, must be bonded at the expense of the Corporation. The amount of the bond shall be determined by the Board of Directors.
 
 

ARTICLE 15 - SUSPENSION OF MEMBERS 
Any member may be suspended or his application or renewal may be refused for any of the following reasons;

  (a) Failure to comply with the rules and Regulations of the Association, or of the American Quarter Horse Association,   or of any track in the running of a sanctioned race. 
  (b) Being suspended by a similar organization in another State, or by the American Quarter Horse Association. 
  (c) Any other conduct which is detrimental to the Association, or which interferes with the races or activities being conducted or sanctioned by the Association.
 

Whenever any Member is accused of violation any of the above provisions, the Board of Directors shall notify the offending Member of the charge and provide a hearing before the Board before such Member is suspended. The offending Member shall be notified by certified mail, return receipt requested, of the time and place of the hearing.
 

ARTICLE 16 - MISCELLANEOUS 
The term "Association" herein is used interchangeably with, and shall have the same meaning as the term "Corporation".

I, J.R. Griffin, JR., Secretary of ALABAMA QUARTER HORSE RACING ASSOCIATION, INC., a corporation, hereby certify that the foregoing By-Laws were duly read and each and every Article contained therein were generally discussed at a general meeting of the Board of Directors of said Corporation, held on the day of July, 1994, at the Perry county Bank, in Marion, Alabama. 

After the By-Laws were read and discussed, motion was made and duly seconded that the By-Laws be approved and adopted as read.

Witness my hand and seal this the day of July, 1994.

J.R GRIFFEN, JR.
SECRETARY OF ALABAMA QUARTER
HORSE RACING ASSOCIATION, INC.