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THE BY-LAWS OF RIVER REGION DRESSAGE AND COMBINED TRAINING

ASSOCIATION (R.R.D.C.T.A.)

ARTICLE I
NAME AND INCORPORATION

Section 1. Name: The name of this corporation shall be River Region Dressage and Combined
Training Association, Inc. The alternate name of the Association shall be RRDCTA.
It shall be referred to in this document as either General Membership Organization
(“GMO”) or “The Association”.

Section 2. Not for Profit:

A. The Corporation shall be a non-profit corporation organized under the laws of the
State of Alabama and its purposes are exclusively charitable and educational as set
forth in the Certificate of Incorporation.

B. The activities of the Association are limited to those activities consistent with
Section 501 of the Internal Revenue Code.

C. No trustee, member, or officer of the corporation shall, as such, receive or become

entitled to receive at any time any part of the net earnings or other net income of the
corporation; nor shall any part of the net earnings of the corporation inure to the
benefit of any person, except as reasonable compensation for services rendered and
reimbursement for expenses incurred in conducting its affairs and carrying out its
purposes; nor shall a substantial part of the activities of the corporation be carrying
on propaganda or otherwise attempting to influence legislation; nor shall the
corporation participate or intervene in any political campaign on behalf of, or in
opposition to, any candidate for public office. Notwithstanding any other provision
of this Certificate of Incorporation, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation exempt from federal
income tax under Section 501(c) of the Internal Revenue Code or (b) by a
corporation contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code.

Section 3: Purpose:

The purpose of the Association is to promote and encourage a high standard of

accomplishment of horsemanship and sportsmanship, with particular emphasis on
dressage and eventing, primarily through educational programs and competition
opportunities. To further this purpose the Association will work closely with other
local, regional and national non-profit organizations.

Section 4: Offices
The Association office shall be located at the residence of the President or such other
places as its business may require and as the Board of Directors may designate.
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ARTICLE II
OBJECTIVES

The objectives of the Association shall be to improve the general understanding of dressage
and eventing and to educate the public regarding the United States Equestrian Team’s international
competition in dressage and eventing. The Association’s objectives shall be realized by any means
permitted pursuant to the Association’s Certificate of Incorporation and By-laws and shall include,
without limitation:

A. Serving and promoting the best interests of the sports of dressage and eventing.

B. Approving dates for all competitions registered with the Association.

C. Conducting educational clinics and forums advancing the best interest of dressage
and eventing.

D. Conducting dressage and eventing competitions when in the best interests of the
membership and the sport.

E. Working with the United States Equestrian Federation (USEF), United States
Dressage Federation (USDF), United States Eventing Association (USEA), United
States Equestrian Team (USET), other non-profit national, regional and local
organizations having similar objectives to train horses, riders and judges in the
principles of dressage and eventing.

F. To provide all members the opportunity to actively participate in matters of policy,

management and activities of the Association.

G. To recognize the competition achievements of members through an awards program.

ARTICLE III
MEMBERSHIP

Section 1. Membership Year: Membership in the Association shall run from December 1 to
November 30 of the following year.

Section 2. Classes of Membership: Members consist of those persons who have joined the
Association in one of the classes listed below:

A. INDIVIDUAL Member (SENIOR): Those persons who have reached their nineteenth
birthday by January 1 of the current membership year and who have paid annual dues
as provided herein. A Senior individual member is a voting member. All senior
members must declare either amateur or professional status as defined in the most
current edition of the USEF rulebook.
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B. INDIVIDUAL Member (JUNIOR): Those persons who have not reached their
nineteenth birthday by January 1 of the current membership year and who have paid
annual dues provided herein.

C. FAMILY Member: Shall include both parents or spouses who have paid annual dues as
provided herein, and shall also include all junior members of that family. Only two
members of any one family, however, shall be registered as Group Members with the
USDF. Additional individual family member registrations may be obtained at an annual
fee at the established rate of the USDF Group Member fee. Family memberships may
have no more than two votes, unless there are fewer than two senior members within the
family.

D. NON-Member: A non-member is any person (either a former member or someone that

has never been a member of the Association) that participates in any GMO function.
Non-members are welcome to compete and participate in RRDCTA functions not
requiring current membership but may be subject to a non-member fee. A non-member
is not the same as a “former member that had membership revoked.” A former member
that has had their membership revoked may not participate in any RRDCTA functions as
outlined in Article III, Section 3, D below.

Membership in GMO is open to all persons, regardless of race, religion, sex, age or national
origin.

The GMO Board of Trustees reserves the right to deny membership to any person or
business if it is determined that membership would not serve the best interests of the
Association. A majority vote of the Board of Trustees is required to deny membership.

Section 3. Suspension or Revocation of Membership:

A. An individual is considered to be a member in good standing for the current

membership year upon payment of annual dues and any payment of any prior debt
owed the organization.

B. Any member delinquent in dues or pass through fees as of February 1 of the year due
shall be an inactive member to be reinstated upon payment of annual dues.

C. Any member found to be in arrears to the Association shall be a member not in good
standing. Members not in good standing are still eligible to ride or enter any horses
in GMO shows or clinics. However, no scores will be accepted for Year End awards
or championship classes if the scores were earned while the member was not in good
standing. A member can return to good standing upon receipt of full payment
(including any services fees or applicable late charges) by cash, certified check or
money order. If payment is made by a regular check, the check must clear the bank
before a member is considered in good standing
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D. Membership in GMO may be revoked for any cause, speech or action judged to be
detrimental to the best interests of the Association, by a majority vote of the Board of
Trustees. The member in question shall be given a full opportunity for defense before
the Board before such action is taken. Reinstatement may be requested after one year
by satisfactorily demonstrating the removal of the cause and paying any indebtedness
to the Association. Such reinstatement will require a majority vote of the Board of
Trustees. A person that has had membership revoked may not participate in any way
at any RRDCTA event or function.

Section 4. Annual Dues: The annual dues for membership shall be determined by a majority
vote of the Board of Trustees no later than two (2) months prior to the end of the year,
when membership renewal forms are sent out. Any proposed change in dues shall be
presented to the Board of Trustees by the Finance Committee no later than three (3)
months prior to the end of the year and must be approved by a majority vote of the
Board of Trustees.

Annual dues paid to GMO will include the assigned USDF annual fee for General
Membership.

ARTICLE IV
BOARD OF TRUSTEES

Section 1. Officers:

A. The officers of the Association shall consist of a President, Vice President, Secretary,
and Treasurer. Each officer shall be a member in good standing of the Association.

B. In the event of resignation or death of any officer(s) or committee chairmen, the

Board of Trustees will fill such vacancy(s) for the un-expired portion of the term. The
President shall appoint a replacement, with the approval of the Board within thirty
days of vacancy.

C. All pertinent records must be transferred to the new officer(s) within fourteen (14)
days of replacement.

Section 2. Executive Board: There shall be an Executive Board consisting of the officers of
the Association, and three to five “Member at Large” directors. The duties of the
Executive Board are detailed in Article IV, Section 6. All members of the Executive
Board must be members in good standing of the Association.
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Section 3. Board of Trustees:

A. There shall be a Board of Trustees consisting of the Executive Board. All members
of the Board of Trustees must be members in good standing of the Association.

B. The President of the Association shall be Chairman of the Board of Trustees.

C. The Board shall create and remove at its pleasure committees that are not on the
board, but help to fulfill GMO’s mission or support operations. The chairs of these
standing committees will report to a member or chair of the Executive Board, but
they do not get a vote. They may, however, vote in the absence of their respective
Executive Board member, if they are designated by the Board Member or the
president to do so.

D. The Board of Trustees shall meet at the request of the Chairman of the Board but no
fewer than three (3) times per year.

E. The minutes of each Board of Trustees meeting shall be available by mail to all
members who provide a stamped, self-addressed envelope to the Recording
Secretary.

F. A quorum is defined as two thirds of the voting members of the Board of Trustees at
a general meeting.

Section 4. Removal: The Board of Trustees may remove from office any Director or
Officer whose actions are judged to be detrimental to the best interests of GMO, or
who fails to attend the required amount of Board meetings. Removal of a Director
requires 66% vote of the total Board Membership. Removal of an Officer requires a
unanimous vote of all remaining members of the Board of Trustees. An officer
whose removal is to be considered shall receive at least two weeks’ notice of such
proposed action and shall have the opportunity to address the Board regarding such
action prior to any vote on such removal. Such removal shall not prejudice his/her
rights as a general member of GMO.

Section 7. Expenditures:

A. The Board of Trustees is authorized to expend those funds deemed necessary to carry
on the work of the Association.

B. The annual budget of the Association for the upcoming year shall be approved by the
Board of Trustees no later than the last meeting of the current fiscal year.

ARTICLE V
COMMITTEES

Section 1. The President shall appoint all Committees and working groups as may be required
by the by-laws or as deemed necessary to carry on the work of the Association. The
President shall be an ex-officio member of all GMO Committees except the
Nominating Committee. Committees and working groups shall report to an
Executive Board position as decided by the Executive Board at the time of their
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inception, who, in turn reports to the President. Unless otherwise indicated, all
positions report to the President.

Section 2. General Provisions:

In addition to the provisions for standing committees, the Board of Trustees, by

resolution approved by a majority of the entire Board, may appoint from among the
Trustees one or more committees, of one or more members (which may include
persons who are not Trustees, provided that at least one member of each committee
shall be a Trustee and that any act of any committee which has members which are
not Trustees shall be advisory, shall not bind the Board or the Association and shall
be subject to Board approval) each of which, to the extent provided in the resolution,
shall have and may exercise the authority of the Board, except that no such
committee shall:

(a) make, alter or repeal any by-law of the Association

(b) elect, appoint or remove any Officer or Trustee or
(c) amend or repeal any resolution previously adopted by the Board. The Board,
by resolution adopted by a majority of the entire Board, may:

(i) fill any vacancy in such committee;

(ii) appoint one or more persons to serve as alternate members of any
such committee, to act in the absence or disability of members of any
such committee with all the powers of such absent or disabled
members of a committee;
(iii) abolish any such committee at its pleasure; or
(iv) remove any members of such committee at any time, with or without
cause.

Each committee is authorized to spend such sums as has been approved within the annual
budget. Expenditures outside of the approved budget will require Board approval.

Section 4: Temporary Committees:

A. Temporary Committees may be established for conducting specific activities in

support of GMO.

B. Temporary Committees and the Chairperson of same may be established by the

President upon approval of the Board.

C. The Temporary Committee may be terminated upon completion of its specific

project. The chairperson and/or any members may be removed by a unanimous vote
of the members of the Board of Trustees.

Section 5. Committee chairmen and staff are appointed by the President, with majority approval
by the officers. All committee chairmen and staff shall serve for a term of one year.
They shall be eligible to succeed themselves.

Section 6. Duties of the Executive Board

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A. The Executive Board shall be authorized and responsible for executing the following
duties:

(i) To carry out policies established by the Board of Trustees.

(ii) To assist the Board of Trustees in establishing the broad direction for the
total affairs of the Association so as to ensure its long-term growth and
development.

(iii) To select, employ, direct and develop and to maintain personnel policies and
practices for the Association with the advice and consent of the Board of
Trustees.

B. The President of the Association shall be vested with authority to manage the
business and affairs of the Association subject to the Certificate of Incorporation,
these Bylaws and the policies of the Board of Trustees. The President shall be the
Chief Executive Officer of the Association, Chairperson of the Board of Trustees and
is duly authorized to represent the Board of Trustees and the Association in all
matters for which the Board of Trustees has not formally designated some other body
to act. He/she shall, with the Treasurer, sign all contracts and obligations. He/she
shall be an ex-officio member of all committees except the Nominating committee.
The President, during his/her tenure in office, shall be a voting member of the Board
of Trustees and is required to participate in the vote of all matters or abstain for the
record. The President shall be authorized and responsible for executing the following
duties:

(i) To carry out policies established by the Board of Trustees.

(ii) To lead the Executive Board to assist the Board of Trustees in establishing
the broad direction for the total affairs of the Association so as to ensure its
long-term growth and development.

(iii) To ensure that the assets, buildings and property of the Association are
maintained in good state of repair and operation and to supervise all business
affairs of the Association, including the collection and expenditure of funds
and the maintenance of adequate insurance coverage to the best possible
advantage of the Association.

(iv) To prepare, in conjunction with the Finance Committee, the annual budget of
the Association showing the expected receipts and expenditures for the
upcoming fiscal year.

(v) To prepare and submit special reports that may be required by the Board of
Trustees.

(vi) To preside at all meetings of GMO, including Board meetings, general

membership meetings and the annual meeting.

(vii) To prepare agendas for all Board meetings.

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(viii) To serve as the chief liaison officer for all official communications of the
Association, Board of Trustees, and any of its committees with any parties
who are not members of the Association.

(ix) To perform any other duties that may be necessary to serve the best interests
of the Association.

(x) To ensure that all routine and extraordinary business carried out by the Board
of Trustees or any of its committees is conducted in accordance with the
policies, procedures and Bylaws of the Association.

It is understood that the President may delegate such of the aforesaid responsibilities
as he/she shall deem appropriate.

The President may, at any time, call a meeting of the Board.

C. The Vice President shall, in the absence of the President or upon request, perform all
duties of that office. In the event of the death or resignation of the President, the Vice
President shall fulfill the un-expired term.

D. The Secretary shall keep the minutes of all meetings of the Board of Trustees, the
officers’ and the general meetings. The Recording Secretary shall send copies of the
minutes of the Board of Trustees meetings to the Board of Trustees and staff and to
any member of the Association who so requests and provides a stamped self-
addressed envelope. They shall give notice of Board of Trustees meetings, conduct
all official correspondence of the Association and shall read orally or supply copies
of the communications at meetings of the Board of Trustees, as requested. A file of
all correspondence shall be kept by the Secretary.

E. The Treasurer shall also serve as the registered agent of the corporation with the
following duties: the collection and disbursement of all of the Association moneys;
the maintenance and filing of all financial, tax and state and federal regulatory
documents; assist in the preparation of the Association's annual budget; and present a
financial statement at each Board of Trustees meeting and to the Association at its
annual meeting. Financial records are to be audited by an outside organization every
5 years or each time a new treasurer takes office.

F. Member at Large Directors are representatives of the Association whose duty is to

represent the general membership to the Board of Trustees. In addition, they should
help in the recruiting of new members. They shall attend meetings of the Board of
Trustees and assist at any or all functions of the Association.

G. Each officer and director, at the expiration of his/her term of office, or in the case of
resignation, shall transfer all records pertaining to the office to the succeeding officer
within two weeks.

H. Un-expired terms of office of Executive Board members shall be filled at the

discretion of the President.
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ARTICLE VI
ELECTIONS

Section 1. Election of the officers and members at large:

A. Prior to the election the following shall have taken place: the nominees presented to
the Board of Trustees will have expressed a willingness in writing to serve, and the
nominees, with their qualifications, will be presented to the Association in writing, at
least 45 days prior to the election. Other names may be added by any member
contacting the Nominating Committee in writing within ten (10) days. The ballot for
the officers and members at large will be published 30 days prior to the election and
may be printed in the September newsletter.

B. The balloting shall be by a plurality of those votes received from the membership
through a mail ballot or by a plurality of those present (and eligible to vote) at a
general meeting of members at which there is a quorum (defined as 20% of the
current membership). If mailed, the ballot for membership vote will be mailed via
first class postage, during mid-September, but no later than September 30.

C. Election of the officers and members at large will be determined by a plurality of the
total votes received prior to November 1 of each year.

Section 2. Terms of Office:

All officers and the two members-at-large shall serve for a term of one year
beginning January first. The President and Vice-president shall be eligible to succeed
themselves but shall serve for no longer than three consecutive terms. The same shall
hold true for the elected Member-at-Large representatives to the Board of Trustees.
All other elected officers shall have no limit on the number of terms of service.

ARTICLE VII
MEETINGSOF MEMBERS

Section 1. Quorum:

In order to conduct business or take a binding vote, a quorum shall be present. A

quorum of any Annual or General Meeting shall be twenty (20) percent of the
members in good standing and entitled to vote as of the date of the meeting. A
majority of the quorum voting in person or by proxy shall be sufficient to transact
any business of the Association.

Section 2. The annual meeting of the Association shall be held during the month of January
each year on such day and at such time and place as the Board of Trustees may
designate. The Board of Trustees must give at least 30 days written notice of the
annual meeting to all Association members. The order of business will be:
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(1) election of officers (unless election has taken place previously by

publication),
(2) presentation of the newly elected officers,
(3) committee reports, and
(4) adjournment.

Section 3. Vote:

A. Binding Vote: At all meetings a vote of the majority of the members present who
comprise a quorum at that meeting shall be deemed binding.

B. Tie Vote: In the event of a tie vote (on matters not requiring a 66% approval of
the board), the President’s vote shall override the tie.

C. Proxy Vote: Members of the Board of Trustees may vote by Proxy if executed in
Writing and filed with the Secretary. Proxy must be by letter, fax, or electronic mail
to the Recording Secretary and be available for Board review if requested. Said
proxy must bear the signature of the authored Board member if in letter or fax.

D. Action Without Meeting: The Board of Trustees or any committee of the Board
may act without a meeting if, prior or subsequent to such action, each Trustee or
committee member shall consent verbally, and followed up in writing, to such action.
Such written consent or consents shall be filed with the minutes of the meeting and
presented for declaration and/or discussion at the next scheduled meeting.

E. Meeting by Telephone: The Board or a committee of the Board may participate

in a meeting of the Board or such committee, by means of a telephone conference
call or any other means of communication by which all persons participating in the
meeting are able to hear each other.

Section 5. The current edition of Robert’s Rules of Order may be employed to provide guidance
to the Association in all parliamentary situations that are not provided for in these
By-laws.

Section 6. General meetings may be called by the President or Board of Trustees. The Board
must give at least 10 days written notice to all members of the time and place of such
special meeting.

Section 7. Meetings of the Executive Board must be called by the President at least once a year
at such time and place as the President designates, or more often, as needed.

Section 8. Special Meetings of the Members and the Board.

Special meetings of the Members or the Board for any purpose or purposes may be
called at any time by the President or by any three of the Trustees. Such meetings of
Trustees shall be held upon not less than two days’ notice given personally or by
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telephone or telegraph, fax or electronic mail, or upon not less than four days’ notice
given by depositing notice in the United States mails, postage prepaid. Such
meetings of Members shall be held upon not less than ten nor more than sixty days’
notice given by depositing notice in the United States mails, postage prepaid. Such
notice shall specify the time, place and nature of the meeting.

ARTICLE VIII
AMENDMENT TO BY-LAWS

Section 1. These by-laws may be altered, amended or repealed by the Board. Written notice of
any such by-law change to be voted upon by the Board shall be given to each
member of the Board of Trustees not less than 10 days prior to the meeting at which
such change shall be proposed.

ARTICLE IX
ADDITIONAL PROVISIONS

Section 1. Indemnification of Officers and Trustees: The Association shall indemnify any
and all persons who may serve or who have served at any time on the Board of
Trustees and their respective heirs, administrators, successors and assigns, against
any and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlements (before or after suit is commenced), actually and
necessarily incurred by such persons in connection with the defense or settlement of
any claim, action, suit or proceeding in which they, or any of them, are made parties,
or which may be asserted against them or any of them, by reason of being or having
been a member of the Board of Trustees of the Association, to the full extent
permitted by applicable law, as the same may be amended from time to time. To the
extent that any one of those indemnified is liable for gross negligence, willful
misconduct, or any criminal act, they will not benefit from said indemnification.

Section 2. Gender: Reference in these Bylaws to a particular gender shall be equally

applicable to persons of either sex.

Section 3. Articles and Other Headings: The article and other headings contained in these
Bylaws are for reference purposes only and shall not affect the meaning or
interpretation of these Bylaws.

Section 4. Dissolution: Upon dissolution, after payment of all debts, no part of the remaining
assets may be distributed to any trustee, member or officer of the corporation but
shall be distributed in accordance with law, provided, however, that the distribution
must be to another organization exempt under the provisions of Section 501(c) of the
United States Internal Revenue Code or to the United States, or a State or local
government, for a public purpose.
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Section 5. Force and Effect of By-laws: These by-laws are subject to the provisions of the
Alabama Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation
as they may be amended from time to time. If any provision in these by-laws is
inconsistent with a provision in the Act or the Certificate of Incorporation, the
provision of the Act or the Certificate of Incorporation shall govern to the extent of
such inconsistency.

Section 6. Compensation: Neither Members, Trustees nor Officers shall receive any fee,
salary or remuneration of any kind for their services in such capacities, provided,
however, that Members, Trustees and Officers may be reimbursed for reasonable
expenses incurred with approval of the Board upon presentation of vouchers for all
expenditures exceeding $25.

ARTICLE X
CONTRACT BETWEEN THE ASSOCIATION AND ITS MEMBERS

Section 1. The Board of Trustees has the final decision regarding any disagreements related to
any contracts, agreements (explicit or implied) between the Association and any of
its members. Members waive the right to pursue any other remedy.

ARTICLE XI
FISCAL YEAR

Section 1. The fiscal year of the Association shall be January 1 through December 31.