NORTH CAROLINA THOROUGHBRED ASSOCIATION, INC.

BY-LAWS

NAME

ARTICLE 1

The name of the organization is North Carolina Thoroughbred Association, and will be commonly known as NCTA throughout these by-laws.

PURPOSE

ARTICLE 2

The purposes of the NCTA are:
(a) To be the official authorized representative of the thoroughbred breeding industry in North Carolina.
(b) To be the unified voice of the thoroughbred industry in North Carolina State for purposes of communicating the advantages and rewards of the thoroughbred industry in North Carolina and for the purposes of conducting and coordinating activities with The Jockey Club, the National Steeplechase and Hunt Association, the Jockeys Guild, The Breeding and Racing Association and agencies, including, but not limited to, The National Thoroughbred Racing Association and other state breeders and development programs.
(c) To lend its support to activities which may aid in the development of the breeding and racing industries in North Carolina in particular, and the nation in general; and to do any other act or thing incidental or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers except as permitted.

TERRITORY

ARTICLE 3

The NCTA shall operate throughout the State of North Carolina and outside the State of North Carolina in such places as will further the purpose of the organization and as are permitted by law.

PRINCIPAL OFFICE

ARTICLE 4

The principal office of the NCTA shall be located in the State of North Carolina.

MEMBERSHIP

ARTICLE 5

A. To be eligible for membership in the NCTA, a person shall be currently engaged in the thoroughbred industry in the State of North Carolina, lessees and lessors of mares and stallions domiciled in North Carolina, or own property in the State of North Carolina which is utilized for breeding thoroughbreds specifically for the pari-mutuel racing industry and others who have demonstrated an interest in furthering the purposes of the NCTA.
B. Members in good standing shall include only those members who have fully paid their NCTA dues. Only members in good standing on December 31 shall be eligible to vote in NCTA elections. Only members in good standing shall be eligible to vote on amendments to these by-laws.

DIRECTORS

ARTICLE 6

A. Number of Directors and Term. The NCTA will have seven (7) directors, of which, two (2) will be elected for a four (4) year term, three (3) will be elected for a three (3) year term, and two (2) will be elected for a two (2) year term, each based on the number of votes received. After this initial election, all terms will be for two (2) years.

B. Directors Qualification

1. All NCTA members may seek election to the Board of Directors if:
(a) They are currently engaged in the thoroughbred industry as a breeder or stallion owner in the State of North Carolina or are lessees and lessors of mares and stallions domiciled in North Carolina.
(b) They are recommended or submit an application to the Board for membership vote.
(c) They are NCTA members in good standing who have made payment of their dues on or before December 15 of the year prior to which they are nominated for election to the Board.

C. Election Timetables and Procedures
The following shall be the election procedure for NCTA Board election in each election year:

1. By letter or e-mail postmarked no later than the first Monday in November, all NCTA members in good standing shall be notified that the election process has commenced;
2. Nominations will be accepted from NCTA members in good standing and shall be received by NCTA Board no later than the close of business on the last Monday in November. Late nominations shall not be accepted and shall be null and void.
3. The NCTA Board shall maintain a list of all candidates who have submitted their names for NCTA elections. The Board shall also determine which candidates are eligible for NCTA Board elections and shall direct that all eligible candidates be listed on the ballot.
4. On the first Monday in December, NCTA shall mail or e-mail voting ballots and NCTA by-laws to all members in good standing.
5. All ballots must be received no later than the third Monday in December and received in the NCTA office by the Friday following the third Monday in December. Ballots received later than the third Monday in December shall not be counted and shall be deemed null and void. Should a director fail to attend three meetings during a twelve-month period, the director may be removed from the Board by majority vote of the other directors at a regular or special meeting of the Board.

D. Resignations of Directors; Vacancies
1. Any director may resign at any time. Such resignations shall be in writing to the Board of Directors.
2. Any vacancies caused by the death or resignation of a director or as a result of changes in these by-laws shall be promptly filled by the Board of Directors by majority vote of those directors present at a regular meeting or special meeting of the Board.
3. Any member filling a vacancy shall serve only the remaining balance of the departing Director's term of office and must otherwise be qualified to be elected a Director under these by-laws.

E. Duties of Directors
1. Directors shall represent the entire membership of NCTA and shall act to fully carry out the purposes of NCTA as set forth in Article 2 and shall determine NCTA policy and direction.
2. Directors shall approve or disapprove the chairpersons and members of standing committees upon recommendations of the President, and may adopt rules and regulations for the operation of such committees as they shall from time to time deem necessary.

F. Meeting of Directors. An annual directors' meeting shall be held as soon as practicable after the selection of the directors, at a time and, place designated by the President and approved by one or more NCTA officer or as determined by the Board. Notification of the annual meeting of directors shall be in writing and mailed or e-mailed to each director not less than ten (10) days prior to the meeting.

G. Regular and Special Meetings of Directors. There shall be such regular and special meetings of the Board of Directors, as the Board shall determine, pursuant to rules and regulations to be adopted by the Board; provided however, that there shall be not less than three directors' meetings in each calendar year. Regular and special meetings shall be preceded by a notice to all directors not less than ten (10) days prior to the scheduled date of the meeting.

H. Presence at Meetings. Any one or more members of the Board of Directors, or any committee, may participate in a meeting by conference telephone or similar communications equipment allowing all participants in the meeting to hear each other at the same time. Participation by such means shall constitute presence at a meeting.

I. Consents. Any action required or permitted to be taken by the Board of Directors, or any committee, may be taken without a meeting if, prior or subsequent to the taking of such action, all members of the Board of Directors, or of such committee, consented thereto in writing and such written consent or consents are filed with the minutes of the proceedings of the Board of Directors or of such committee. Such written consent or consents shall have the same effect as a unanimous vote at a meeting of the Board of Directors and such committee at which all members were present and voted.

OFFICERS

ARTICLE 7
After the initial election of the NCTA Board of Directors, the NCTA President shall open the meeting by taking nominations from Board members for the positions of President, Vice President and Secretary-Treasurer. By a majority vote of the Board's members, the NCTA President, Vice President and Secretary-Treasurer shall be selected. Each term of office shall be two years except for those directors who may be elected to different terms following the adoption of these by-laws.

DUTIES OF OFFICERS

ARTICLE 8
In addition to such other duties as may be prescribed in these by-laws or assigned by the Board of Directors, the officers shall have the following duties:

A. President. The President shall direct the general policy of NCTA as established by the Board and shall preside at all meetings of the NCTA and of the Board of Directors. The President may appoint special committees as deemed necessary.
B. Vice President. The Vice President shall act as an aide to the President. At the request of the President or in the event of the President's absence or disability, the Vice President shall perform the duties and possess and exercise powers of the President.
C. Secretary-Treasurer. The Secretary-Treasurer shall keep or cause to have kept the minutes of all duly called meetings, and carry on or cause to have carried on, all correspondence and keep or cause to have kept all records which shall from time to time be directed by the officers. The Secretary-Treasurer shall keep the financial records of NCTA; provide for maintenance of a corporate bank account; prepare all forms and financial reports of NCTA required of its officers by any agency including but not limited to the Department of State, Department of Taxation and Finance, and the Internal Revenue Service; render and collect bills due NCTA and otherwise maintain the financial integrity and stability of NCTA.

COMPENSATON OF OFFICERS: CONTRACTS WITH OFFICERS, DIRECTORS OR MEMBERS

ARTICLE 9
There shall be no compensation allowed to officers, directors or members for their services; provided, however, that with the approval of the majority of the Executive Committee, expenses incurred on account of NCTA may be paid from the general funds of NCTA. By majority vote of the Board, NCTA may enter into contracts with officers, directors and members, for the purchase or lease of real or personal property or the providing of services to NCTA provided that the Board determines that the contract is fair, reasonable and competitive in terms, conditions, and prices offered to NCTA by unrelated parties.

FINANCE

ARTICLE 10
The Board of Directors may, by majority vote of the entire Board of Directors, fix annual membership dues. These dues shall be paid to, and collected by NCTA. NCTA is empowered to develop other appropriate sources of income, subject to the approval of the Board.

FISCAL PERIOD

ARTICLE 11
The fiscal period of NCTA shall be the calendar year. The Treasurer shall present to each director a written account of NCTA's financial activity of the previous year showing income and the sources thereof, itemized expenditures and disbursements, liabilities and assets, and a short financial projection for the new fiscal year at the first board meeting of the year.

PROPERTY, ASSETS AND SURPLUS

ARTICLE 12
Upon dissolution, any assets remaining after the payment of all corporate debts and obligations shall be distributed to an entity with purposes similar to that of NCTA and which has received a determination letter that it is exempt from federal income tax.

ANNUAL MEETINGS

ARTICLE 13
The annual meeting of the membership shall be held at a time and place to be determined by the Board of Directors.

SPECIAL MEETINGS

ARTICLE 14
Special meetings of the membership may be called from time to time to effectuate the purposes of NCTA. Such meetings shall be called by the President on such person's own initiative or upon the request of five or more directors. Special meetings will be preceded by a notice not less than seven (7) days prior to the scheduled date of the meetings, except for special meetings of the members to amend these by-laws, which shall be on not less than thirty (30) days notice, as specified in Article 18.

Members may be invited to attend any special meetings of directors.

QUORUM

ARTICLE 15
At all meetings of the Board of Directors or any committee of NCTA, four directors or a majority of the members of the committee, as the case may be, shall be necessary and sufficient to constitute a quorum and the act of a majority of the persons present at any such meeting at which there is a quorum shall be sufficient for the transaction of business, except that in the case of the election of officers as provided in Article 7, change in annual membership dues as provided in Article 10 and amendment of the by-laws as provided in Article 16, the affirmative vote of the majority of the entire Board of Directors shall be required. A quorum shall only include NCTA members in good standing.

AMENDMENTS

ARTICLE 16
The Board of Directors by majority vote of the entire Board may amend these by-laws. Members of the Board of Directors shall receive notice of the proposed amendment at least thirty (30) days prior to the amendment meeting, unless the proposed amendment was presented at a previous meeting.

Members in good standing, by a majority vote of all those eligible to vote, may amend these by-laws. Members in good standing shall receive notice of the proposed amendment at least thirty (30) days prior to the amendment meeting unless the proposed amendment was presented at a previous meeting.

MINUTES

ARTICLE 17
The written minutes of each meeting of directors shall be sent to each director within thirty (30) days following such meeting.

EXEMPT ACTIVITIES

ARTICLE 18
Notwithstanding any other provision of these by-laws, no officer, director, employee, member of any committee, agent or representative of NCTA shall take any action or carry on any activity by or on behalf of NCTA, which would or may jeopardize NCTA's tax exempt status under the Internal Revenue Code or other similar statute in effect from time to time.

INDEMNIFICATION

ARTICLE 19
A. To the full extent that the Not-for-Profit Corporation Law of the State of North Carolina, as the same exists or may hereafter be amended, permits the elimination or limitation of liabilities of officers and directors, no officer, or director of NCTA shall be liable to NCTA or its members for monetary damages for breach of such person's fiduciary duty as an officer or director.
B. NCTA shall indemnify each person made or threatened to be made a party to any action or proceeding, whether civil or criminal (including one by or in the right or NCTA), by reason of the fact that such person is or was an officer or director of NCTA, or while an officer or director served at the request of NCTA any other entity in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses including attorney's fees, paid or incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.
C. NCTA shall advance or promptly reimburse upon request any officer or director seeking indemnification hereunder for all expenses, including attorney's fees, reasonably incurred in defending any action or proceeding and advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount of such person is ultimately found not be entitled to indemnification or, where indemnification is granted, to the extent the expense so advanced or reimbursed exceed the amount to which such person is entitled.
D. This Article shall be given retroactive effect and the full benefits hereof shall be available in respect of any alleged or actual occurrence, acts or failure to act prior to the date of the adoption of this Article. Any repeal or modification of this Article shall be prospective only.

CORPORATE SEAL

ARTICLE 20
The seal of NCTA shall have inscribed thereon its name, the year of its organization and the words "Corporate Seal North Carolina". The seal may be used by causing it or a facsimile thereof to be affixed, impressed or otherwise reproduced.