BYLAWS OF

Oklahoma Horse Industry Council, Inc.

A Nonprofit Corporation

Article 1

OFFICES

The principal office of the Corporation shall be in the State of Oklahoma. The Corporation shall designate a registered office in accordance with Oklahoma law. The Corporation may have offices at such other places within and without the State of Oklahoma as the Board of Directors may from time to time determine.

Article 2

MEMBERS

Section 1. Membership Classes. There shall be three classes of Members designated as follows:

(a) Individual. Individual membership is available to those whose interest may be related or similar to those of the council.

(b) Farm, Ranch, Business, Organization. This membership is available to any horse facility, farm, stable association, corporation, society, other body representing a breed of horse, the horse industry or performance association whose interests may be related or similar to those of the council.

(c) Honorary. The Board of Directors of this Corporation may grant Honorary Memberships and Honorary Life in its discretion from time to time.

Section 2. Selection to Membership. Members are selected by simultaneous annual application in January and payment of dues.

Section 3. Dues. Dues to be set by the Board of Directors.

Section 4. Annual Meetings. The purpose of the annual meeting of Members is to transact any matters. The annual meeting of the Members of the Corporation shall be held at the time and place designated by the Board of Directors of the Corporation. Written or printed notice stating the place, day and hour of the meeting shall be delivered by first class mail not less than ten (10) days nor more before the date of the meeting.

Section 5. Member Quorum and Voting. Those members in good standing present shall constitute a quorum. The results shall be determined by a majority vote of the members present.

Article 3

BOARD OF DIRECTORS

Section 1. Number, Qualification, Election and Tenure. The number of Directors shall never be less than five (5) nor more than ten (10) who are residents of the State of Oklahoma and who are elected by members in good standing at the annual meeting each year. One-half (1/2) of the elected directors shall be nominated and elected each year for a term of two (2) years beginning the day following election and until removed, resigned or succeeded.

Section 2. Annual Meetings. The Board of Directors shall hold its annual meeting before the Annual Convention each calendar year. The annual meeting shall be for the purpose of the election of Officers and the transaction of such other business as may come before the meeting. Notice of the annual meeting of the Board of Directors shall be given no less than ten (10) days before the date of the meeting.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President or any two Directors. Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered by mail to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid.

Section 4. Quorum and Voting. A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors.

Section 5. Vacancies. In the event of a vacancy on the board created by any reason, the vacancy occurring may be filled by appointment by the president. Absence from a majority of the board meetings held during the previous (12) months shall constitute a resignation and vacancy.

Section 6. Removal. Any Director may be removed from office, with our without cause, by vote of three-fourths (3/4) vote of the Board of Directors present at a duly-called meeting. Another Director may be elected for the unexpired term of the Director removed from office.

Article 4

OFFICERS

Section 1. Officers. The Officers of this Corporation shall be a President, a Vice President, Secretary and Treasurer, each of whom shall be elected by and from the Board of Directors. A Chairman of the Board and such other officers and assistant officers as may be deemed appropriate may be appointed by the President. Any two or more offices may be held by the same person. Failure to elect any Officer shall not affect the corporation. All Officers must be Directors of the Corporation.

Section 2. Election and Term of Office. The Officers of the Corporation shall be elected annually by a majority vote of the Directors present at the annual meeting from candidates nominated at the meeting. Each Officer shall hold office from the end of the meeting at which the Officer is installed for one (1) year, or 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.

Section 3. Removal. Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.

Section 4. Vacancies. Vacancies in Offices, however occasioned, shall be filled by election by the Board of Directors.

Section 5. Duties. The President or his designated Officer or Director shall preside at all meetings of the Board of Directors and of the members. The President shall be the chief executive officer of the Corporation. Subject to the foregoing, the Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices or as may be assigned to them from time to time by the Board of Directors.

Section 8. Executive Director. The Board of Directors may elect an Executive Director as the chief administrative officer of the Corporation to have general supervision over the activities and operations of the corporation subject to the authority and supervision of the Executive Committee. The Executive Director shall be a Member or Director in good standing of the Corporation. The salary and compensation of the Executive Director must be approved by the Board of Directors.

Article 5

EXECUTIVE AND OTHER COMMITTEES

Section 1. Standing Committees. The following standing committees shall be appointed by the President at or following the annual installation of the President to serve for one year or until their successors are appointed:

(a) Executive Committee

Section 2. Creation of Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate other committees including a Board of Advisers that will advise and counsel the Corporation in matters related to legal, financial, political, fundraising or any other counsel.

Section 3. Executive Committee. The Executive Committee shall have and may exercise, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 4. Other Committees. Such other committees shall have such functions and may exercise such power of the Board of Directors or Executive Committee as can be lawfully delegated and to such committee.

Section 5. Meetings. Regular meetings of the committees may be held without notice at such time and at such place as shall from time to time be determined by the committee.

Section 6. Quorum. At all meetings of the committees, those appointed committee members present shall constitute a quorum for the transaction of business. The acts of a majority of the members of a committee present at a meeting shall be the act of such committee.

Article 6

BOOKS, RECORDS AND REPORTS

Section 1. Minutes, Books and Records. The Corporation shall keep correct and complete minutes of the proceedings of its Members, Board of Directors, and committees, shall keep correct and complete books and records of account, and shall keep a membership book containing the name and address of each Member.

Section 2. Inspection of Corporate Records. Any person who is a Member in good standing of the Corporation shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of Members of the Corporation.

Article 7

NONPROFIT OPERATION

The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its Members, Directors or Officers without full consideration. No Member of the Corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the Corporation. The corporation may contract in due course with its Members, Directors and Officers without violating this provision.

Article 8

FISCAL YEAR

The fiscal year of the Corporation shall be selected by the Board of Directors of the Corporation.

Article 9

SEAL

The corporate seal shall bear the name of the corporation between two concentric circles and in the inside of the inner circle shall be the year of incorporation. The corporate seal may be an engraved, printed, stamped or impression seal.

Article 10

INDEMNIFICATION

The Corporation shall indemnil3r each Officer and Director, including former Officers and Directors, to the full extent permitted by the Oklahoma General Corporation Act and the Oklahoma Not For Profit Corporation Act.

Article 11

AMENDMENTS

These Bylaws may he altered, amended or repealed and new Bylaws may be adopted by, the Board of Directors at any meeting. No Bylaw which has been altered, amended, repealed or adopted by the Members may he altered, amended or repeated by the Board of Directors for a period of two (2) years after the action of the Members.

ADOPTED THIS DATE:2/13

Oklahoma Horse Industry Council Revision

Bylaw revision May 17, 2002

Article 12

Membership Fees

Term of membership will be based on the calendar year. The Oklahoma Horse Industry Council will have four (4) classifications of memberships beginning January 1, 2003. The fees are listed below:

(1) A household membership is $35.00

(2) A farm or ranch membership is $55.00

(3) An association or business membership is $100.00

(4) A supporting sponsorship is $200.00

Article 13

OHIC SPOKESPERSON

No one or no group regardless of organizational designation shall represent themselves as an OHIC spokesperson without prior approval of the OHIC executive committee. This shall include but not be limited to printed and/or electronically transmitted material.

Article 14

EXPENDITURES

Expenditures of $25.00 or more must receive prior approval by the executive committee.

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