The Certificate of Incorporation of the Horse Council of Granby, Inc. Is hereby amended and restated pursuant to Section 33-474(c) of the Nonstock Corporation Act of Connecticut.

1. Name. The name of the corporation shall be the Horse Council of Granby, Inc.

2. Purpose. The nature of the activities to be conducted, and the purposes to be promoted or carried out by the Corporation are as follows:

A. To promote among its members recreational activities related to the use and enjoyment of horses.

B. To protect and promote the rights of horses and horsemen and horsewomen in the Town of Granby and in Connecticut, including humane care of horses, education of horse owners and of the public at large, and the promotion of riding activities.

C. To support educational and charitable causes in the community as a non-profit organization.

D. To engage, subject to the provisions of Article 5, in any lawful act or activity for which a corporation may be organized under the Connecticut Nonstock corporation Act.

3. Membership. The Corporation shall have one class of members, designated members, with the manner of their election or appointment, and their qualifications and rights, as follows:

A. The board of directors of the Corporation (hereinafter called the Board) may adopt and amend from time to time rules which shall apply to the qualifications and rights of members and to the manner of their election or appointment and termination of membership, subject to the provisions of this Certificate of Incorporation. The Board may levy dues upon members, and it may make payment thereof a condition to admission to or continuance of membership.

B. Each member over the age of eighteen (18) years shall be entitled to one vote on each matter submitted to members for action.

C. The Board shall consist of one class of directors to be elected by the members at the annual meeting for a term of one year.

D. No person shall be denied membership status on the basis of race, color, or religion.

4. Board of Directors.

A. A director of the Corporation shall not be liable to the Corporation for breach of duty as a Director for monetary damages in an amount in excess of the compensation received by such Director for serving the Corporation during the year of such breach (or such lesser amount as may hereafter be permitted by the Connecticut Nonstock Corporation Act), except to the extent such exemption from liability or limitation thereof is not permitted under the Connecticut Nonstock Corporation Act as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this provision shall adversely affect any right or protection of a Director that exists at the time of such amendment, modification or repeal.

B. The activities, properties and affairs of the Corporation shall be managed by the Board, consisting of not less than three nor more than thirteen directors.

5. Limitations. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to the Corporation’s directors, officers or other private persons, provided that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article 2.

6. Amendment. Upon submission for consideration of a resolution adopted by the Board of Directors, the members of the corporation, by the affirmative vote of two-thirds of the members present at a meeting at which a quorum is present of all Directors, may at any annual meeting or at any special meeting thereof called for such purposes:

A. Amend, in whole or in part, the Corporation’s Certificate of Incorporation;

B. Effect other fundamental corporate changes (namely merger, consolidation or sale of substantially all of the corporation’s assets), which would require the approval of the members of a non-stock corporation having members, as set forth in Sections 33-476 to 33-483 inclusive of the Connecticut Nonstock Corporation Act; and

C. Dissolve the Corporation.

7. Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively to such non-profit organization or organizations supporting the purposes stated in Article 2 herein as the Board of Directors shall determine.

Dated at Granby, Connecticut, this day of August , 19 92 .

We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true.

Bonnie Tyler Bruce Foxley President Secretary