ARTICLE I - GENERAL PROVISIONS

1.1 Name. The name of the Corporation is The Horse Council of Granby, Inc.

1.2 Principal office. The principal office of the Corporation shall be located in Granby, Connecticut.

1.3 Purpose. Subject to the limitations set forth in its Certificate of Incorporation, the purpose of the Corporation shall be:

(a) To protect and promote the rights of horses, other equines, and horse people in the Town of Granby and in Connecticut, which includes the humane care of horses and other equines, and the education of horse owners and of the public; .

(b) To promote educational and charitable causes in the community;

(c) To promote riding activities, such as trail riding, parading, and individual and team demonstrations.

ARTICLE II - MEMBERS

2.1 Qualification for Membership. Membership in the Corporation shall be open to anyone interested in working toward the accomplishment of its expressed goals who shall have paid such membership dues as may from time to time be determined by the Board of directors. Dues shall be non-refundable.

2.2 Rights of Members. Each member over the age of eighteen (18) in good standing shall be entitled to one vote, which vote shall be exercisable only in person.

2.3 Membership. Membership shall be in effect from January to December, or for such other period as the Board of Directors shall designate. Membership shall be non-transferable .

2.4 Termination of Membership. Any member may be suspended or expelled from the membership whenever such action shall appear to the Board of Directors to be in the best interests of the Corporation.

ARTICLE III - MEETINGS OF MEMBERS

3.1 Annual Meeting. An annual meeting of members of the Corporation shall be held on the third Wednesday of March at 7:30 PM, or at such date as the Board of Directors shall determine, at such hour and place as shall be specified in the notice of the meeting. At such meeting, the members shall elect Directors, and Officers (who shall be members of the Board), and transact such other business as may be properly brought before the meeting. 3.2 Regular Meetings. Regular meetings of members shall be held on the third Wednesday of each month at 7:30 PM and at such other times as the Board of Directors shall determine, at such place and hour as shall be specified in the notice of the meeting.

3.3 Special Meetings. Special meetings of members may be held at such time or place as shall be stated in the notice of the meeting. A special meeting of the members may be called by the President or by a majority of the Directors, and shall be held at any time upon call by the President or Secretary when either the President or Secretary is requested in writing to call such meeting by a majority of the Directors or by not less than fifteen (15) members in good standing. The notice for any special meeting shall state the purposes for which the meeting is called, and no other business may be transacted at the meeting.

3.4 Notice and Waiver. Written notice of the time and place of all annual, regular, and special meetings of members shall be given to each member in good standing, by mailing or delivering such notice to the member’s residence or place of business as last shown on the membership records of the Corporation, not less than seven (7) nor more than fifty (50) days before the meeting. The attendance of any person at a meeting without protesting prior to the commencement of the meeting the lack of proper notice shall be deemed to be a waiver by him or her of notice of the meeting.

3.5 Voting and Proxies. Each member over the age of eighteen (18) in good standing who is present at a meeting of members shall be entitled to vote on each matter submitted to a vote. There shall be no voting by proxy.

3.6 Quorum and Action by Members. Except as otherwise specifically provided in these Bylaws, in the Certificate of Incorporation, or in the Connecticut Nonstock Corporation Act, the members present at any meeting of members shall constitute a quorum for such meeting, and the affirmative vote of a numerical majority of the members present at such meeting shall be the act of the members. (See Article VI for an exception to the numerical majority rule.)

ARTICLE IV - BOARD OF DIRECTORS

4.1 Authority and Duties. The activities, business, property, and affairs of the Corporation shall be under the care and management of its Board of Directors, which may exercise the powers that may be exercised by the Corporation.

4.2 Number of Directors. The Corporation shall have not more than thirteen (13) not less than three (3) Directorships. The number of Directors shall be the number fixed by resolution of the members or Directors, or, in the absence thereof, shall be the number of Directors elected at the preceding annual meeting of members.

4.3 Qualifications. Any member over the age of eighteen (18) in good standing shall be eligible to serve on the Board of Directors except as otherwise provided in the Certificate of Incorporation of the Corporation. 4.4 Quorum, Adjournment, and Action by the Board of Directors. A majority of the directors of the Corporation shall constitute a quorum for the transaction of business. The act of a numerical majority of the Directors present at any meeting of the Board at which a quorum is present shall be the act of the Directors, unless the presence of or act of a greater number is specifically required by these Bylaws, the Certificate of Incorporation, or the Connecticut Nonstock Corporation Act. If a quorum shall not be present at any Board meeting, a majority of the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

4.5 Meetings. Regular meetings of the Board of Directors may be held at such times and places as, in the opinion of the President or a majority of the Directors, the interests of the Corporation shall require. The Board shall meet at least four (4) times each year.

Special meetings of the Board may be held whenever the President or three (3) members of the Board may deem advisable. Notice of special meetings setting forth the purpose of the meeting shall be given to each director, at least three (3) business days prior to the date of such meeting.

4.6 Waiver of Notice. A written waiver signed at any time by the person or persons entitled to notice shall be the equivalent of the giving of notice. The attendance of any Director at a meeting without protesting prior to the commencement of the meeting the lack of proper notice shall be deemed to be a waiver by him or her of notice of the meeting.

4.7 Action Without a Meeting. Any action which may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, or to be taken shall be signed by all of the Directors.

4.8 Meeting by Conference Telephone. A Director may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in such a meeting shall constitute the presence in person at the meeting.

4.9. Terms. Each Director shall hold office for a term of one (1) year from the time of election or appointment, or until a successor shall have been duly elected or appointed, , or until death, or resignation. Directors shall be members of the Corporation. No director (except the person serving as Treasurer) may serve on the Board for more than three (3) consecutive years. Following each period of three (3) consecutive years of service, one (1) year must elapse before a person shall again be eligible to serve on the Board.

4.10 Vacancies. Any vacancy or vacancies occurring in the Board, other than a vacancy created by an increase in the number of Directorships, may be filled for the unexpired term by the concurring vote of a majority of the remaining Directors in office at a special meeting called for that purpose, even though the number of such remaining Directors or the number of Directors voting is less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired portion of the term of his/her predecessor in office. 4.11 New Directorships. Any Directorship to be filled because of an increase in the number of Directors shall be by election at a regular or special meeting of members.

4.12 Resignations. The resignation of any Director shall be in writing to the President (or Vice President, if the President is resigning) and may be effective immediately upon receipt , or at such later time as the resigning Director may specify and the Board may accept.

4.13 Removal of Directors. A Director may be removed for cause by the vote of two-thirds of the members of the Board. “Cause” shall include any action contrary to the purposes or goals of the Corporation. Any Director who misses three (3) consecutive general membership or Board meetings without reasonable excuse may be removed. Any Director whose removal by the Board has been proposed for failure to attend three (3) consecutive meetings shall be given a opportunity to be heard prior to such removal.

4.14 Appointment and Authority. The Board, by a resolution adopted by the affirmative vote of a majority of the Directors, may designate committees. Committees shall have and may exercise all such authority of the Board as shall be provided in resolutions of appointment.

The Board shall at least sixty (60) days prior to each annual meeting of the members of the Corporation designate a Nominating Committee. The Nominating Committee shall select a slate of candidates for the class of Directors and Officers to be elected at the next annual meeting of the members, but this shall not preclude nominations form the floor.

ARTICLE V - OFFICERS

5.1 Officers . The Officers of the Corporation shall consist of a President, one or more Vice Presidents, and a Secretary (each to be elected at the annual meeting of the general membership), and a Treasurer (to be appointed by the President with the approval of the Board).

5.2 Term, Removal, Vacancies, etc. The term of office for each Officer is one (1) year. Each Officer shall hold office for this term, or until a successor has been elected or appointed . Vacancies occurring in any office of the Corporation may be filled in the same manner that vacancies in Directorships are filled, and Officers may resign or be removed in the same manner as Directors.

No Officer, except for the Treasurer, may serve for more that three (3) consecutive years. Following each period of three (3) consecutive years, one (1) year must elapse before a member shall again be eligible to serve on the Board. (As an appointed Officer, the Treasurer is not subject to this rule.)

5.3 President. The President shall be the chief executive officer of the Corporation and shall preside at each meeting of the members of the Corporation and at each meeting of the Board, see that all orders and resolutions of the Board and of committees of the Board are carried into effect, and in general perform all duties incident to the office of President and such other duties as may from time to time be assigned by these Bylaws or by the Board. 5.4 Vice President. The Vice President shall have such general responsibilities as may be assigned from time to time by the Board or the President, and shall perform all such other duties as from time to time may be assigned by the Board or the President. At the request of the President, or in the case of his/her absence or inability to act, the Vide 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.

5.5 Secretary. The Secretary shall: keep the minutes of all meetings of members and of the Board; be custodian of the seal of the Corporation (if any); and shall affix the seal, or cause it to be affixed, to all documents the execution of which on behalf of the Corporation under its seal shall have been specifically or generally authorized by the Board; have charge of the record of members and also of the other books, records, and papers of the Corporation relating to its organization as a Corporation required by law are properly kept or filed; and in general perform all the duties incident to the office of Secretary and such other duties an may from time to time be assigned by the Board or by the President.

5.6 Treasurer. The Treasurer, as an appointee, is a non-voting member of the Board. The signature of the Treasurer shall be required on all banking and financial transactions. The duties of the Treasurer shall be as follows:

(a) To supervise the receipt and custody of the Corporation’s funds;

(b) To cause to be kept correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

(c) To assume responsibility for all funds and securities of the Corporation, and prepare a monthly reconciliation of account balances which shall be submitted to the Board and/or the membership;

(d) To prepare, distribute, and retain all reports and records required by law regarding the Corporation’s financial status;

(e) To attend meetings of the Board of Directors and general membership;

(f) To perform such other duties as the Board or the President may assign to him or her, or specifically require to be performed by him or her.

ARTICLE VI - AMENDMENTS

These Bylaws may be repealed or amended only by a two-thirds vote of the members present at any meeting called for such a purpose, upon the recommendation of the Board of Directors. No existing Bylaws shall be amended or repealed unless written notice of such proposed action shall have been given in the notice of the meeting of members at which such amendment or repeal is to be acted upon.