A member of the Corporation shall not solely because of such membership be personally liable for the debts, obligation, or liabilities of the Corporation.

The principal office for the transaction of the activities, affair, and business of the corporation (principal office) is located at, _______________________________________, _____________________ County, California. The board of directors ("Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this Section and such notation shall not be considered an amendment of these Bylaws.

The Board may at any time establish a branch of subordinated offices at any place or places where the Corporation is qualified to conduct its activities.

Within the context of the general purposes stated above, this Corporation shall promote the sport of barrel racing to encourage increased participation of all barrel racers; to provide different levels of competition, with consideration to the differing abilities of horse and rider and to encourage the improvement of both; to insure a finals competition where worthy awards and prize money will be given; to improve the image and popularity of barrel racing with the requirement that all members shall exercise good sportsmanship and professional conduct towards all members, directors and officers at all ACBRA functions, events and jackpots at all times; to establish a centralized location to impartial compute points, money, and standings and to qualify members for the finals. Notwithstanding any other provision of these Bylaws, this Corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

No part of the net earnings of the Corporation shall insure to the benefit of any member or Directors of the Board, as defined for purposes of Section 501(c)(7) of the Internal Revenue Code of 1954.

This Corporation shall have three classes of members, designated as follows:

A Horse Membership as defined below shall be in reference to the horse that has been signed up by a Membership Owner with the ACBRA, and whose earnings in points and money are computed. A Membership Owner as defined below shall be in reference to the person submitting the membership fee for the membership and who has voting rights. A Junior Membership Owner as defined below shall be in reference to a person under the age of 18 who is a rider and has a membership through a parent or guardian upon written consent, who will be responsible for submitting the membership fee for the Junior Membership and who has voting rights. An Associate Membership as defined below shall be in reference to individuals not competing as a rider. Any person dedicated to the purposes of this Corporation shall be eligible for membership on approval of the membership application by the Board and the payment of such fees, dues and assessments as the Board may fix from time to time:

1. Qualification for membership:

1. Qualifications of membership:

1. Qualifications of membership:

A Membership Owner who are members in good standings as defined in these Bylaws, shall have the right to vote, as set forth in these Bylaws, on the elections of directors, on the disposition of all or substantially all of the assets of the Corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law. If the Corporation is dissolved, those members shall receive a prorate distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the Corporation and provision for any other payment required under applicable law.

Each Membership Owner must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board. The dues, fees, and assessments shall be equal for all members of each class, but the Board may, in its sole discretion, set different dues, fees, and assessments for each class. Membership fees are due and payable upon application for membership:

1. Dues, fees, and Assessments:

Upon acceptance of a membership by the board, the Board at its sole discretion may issue membership certificates.

Memberships must be submitted per individual horse. In the event an ACBRA member horse changes ownership during the competition year, points and money won go with the horse holding the membership under Horse Membership as stated in Section 5(1)(a)(i) in these Bylaws.

Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.

A membership shall termination occurrence of any of the following events: (a) Resignation of a member must be by written consent, on reasonable notice to the Corporation; (b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board. No notice by the Board or its officers is necessary, and any notice is only a courtesy; (c) Failure of a member to pay dues, fees, or assessments as set by the Board after they become due and payable. No notice by the Board or its officers is necessary, and any notice is only a courtesy; (d) Occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications; (e) Expulsion of the member under Section 4 and Section 5 of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the Corporation.

A member may be suspended or expelled, under Section 4 and 5 of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the Corporation’s rules of conduct, has failed in a material and serious degree to observe the Corporation’s Rules and Procedures manual, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the Corporation. A person whose membership is suspended or expelled shall not be a member during the period of suspension:

(i) Disciplinary Actions:

(i) Rights to a fair hearing:

(a) Charges to be verified by testimony of the persons making them.

(b) Any witnesses may be heard.

In the event an ACBRA member horse changes ownership, the membership may be transferred to the owner meeting the qualifications of the transferring member as authorized by the Board. The Board may by resolution impose transfer fees or other conditions on the transferring party as it deems fit, provided those fees and conditions are the same for similarly situated members. Subject to Section 5 of these Bylaws, all rights of membership cease on the member’s death or dissolution.

In the event an ACBRA member horse has two or more Membership Owners and the interests in the ownership of the ACBRA member horse becomes divisible for various reasons, the Board, at its sole discretion, may decide the limitations of membership, transfer rights of Horse Membership, and voting rights of the Membership Owner. If the divisible interests of the ACBRA member horse can not be resolved by the Board, the matter shall be resolved through arbitration:

(i) Indivisible Interests of Horse Membership:

(1) Membership Owner:

(a) Husband and Wife

(b) Percentage of ownership: by a natural person(s) or another entity.

Meetings of the members shall be held at any place within or outside California designated by the Board or by written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, members’ meetings shall be held at the Corporation’s principal office. The President, Chairman of the Board, Vice President, and the majority of the Board or any two members of the Board shall preside over the meeting of members. If the President, Chairman of the Board, Vice President, and the majority of the Board or any two members of the Board can not reside over the meeting that has been called, the Board, at its sole discretion, may adjourn the meeting that has been called and re-schedule the meeting for a more appropriate time and place. A written record of the members’ meeting called shall be kept at all times by the Secretary of the Corporation. In the absence of the Secretary, the written record shall be kept by any director of the Board as appointed by the majority vote of the Board, the President or Vice President.

An annual members’ meeting shall be held any place within California designated by written consent of a member in good standing, as stipulated in these Bylaws, at the beginning of the new membership year, unless the Board fixes another dated or time and so notifies members as provided in Section 7(a) or these Bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day. At this meeting, directors shall be elected and any other proper business may be transacted subject of these Bylaws.

A special meeting of the members for any lawful purpose may be called at any time by the Board or the Chairman of the Board, if any, the President, or by any elected officers or committees or five (5) percent or more of the members.

A special meeting called by any member (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the Board, if any, of the President or any Vice President or the secretary of the Corporation. The officer receiving the request shall cause accordance with Section 4 and 5 of these Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request, the member or members requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

No business, other than the general nature of business of which was set forth in the notice of the meeting, may be transacted at a special meeting. The Chairman of the Board, if any, the President, or the Vice President at all meetings shall have the right to conduct the meetings by Roberts Rules of Order.

Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

1. Removing a director without cause;
2. Filling vacancies of the board;
3. Amending the Article of Incorporation
4. Approving a contract or transaction between the Corporation and one or more directors, or between the corporation and any entity in which a director has a material financial interest;
5. Electing to wind up and dissolve the Corporation; or money, not in accordance with liquidation rights of any class or Corporation is in the process of winding up.

Notice of any meeting of members shall be in writing and shall be given at least 10 but no more then 90 days before the meeting date, The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of the at member appearing on the books of the Corporation or at the address given by the member to the Corporation for purposes of notice. If no address appears on the Corporation’s books and no address has been so give, notice shall be deemed to have been given if either (1) notice is sent to that member by first-class mail or telegraphic or other written communication to the Corporation’s principal office or (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.

An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation’s minute book.

Subject to Section 5 of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approval by at least a majority of the members required to constitute a quorum.

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, members entitled to vote at any meeting of members shall be members in good standing as of the record date determined under Section 5(4) of these Bylaws.

Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting.

Each member entitled to vote shall be a member in good standing, as determined by the Board, shall be entitled to cast one vote on each matter submitted to vote of the members.

If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the
California Nonprofit Mutual Benefit Corporation Law or by the Article of Incorporation.

The transactions of any members’ meeting, however, called or notice and whenever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present either in person or by proxy, and (2) whether before or after the meeting, each member entitled to vote, who is not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with Corporate records or made a part of the minutes.

Any action required or permitted to be taken by the members may be taken without a meeting. If one third of the voting members consent in writing to the action, the written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

Any action except election of directors that may be taken at any meeting of members may be taken without a meeting by complying with Section 5 of these Bylaws.

The Corporation shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 5 of these Bylaws. All solicitations for votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirements, (2) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures, and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action, (2) provide the members an opportunity to specify approval or disapproval of each proposal, (3) provide a reasonable time in which to return the ballot to the Corporation and (4) the written ballot can not be revoked or recast. If the Corporation has 100 or more members, any written ballot distributed to 10 or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification.

All written ballots shall be filed with the Secretary of the Corporation and maintained in the corporate records for at least three years.

For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting or entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the board may fix, in advance, a record date. The record date so fixed (1) for notice of a meeting shall not be more then 90 or less than 10 days before the date of the meeting; (2) for voting at a meeting shall not be more than 60 days before the date of the meeting; (3) for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and (4) for any other action shall not be more than 60 days before that action.

For purposes of Section 4 and 5, a person holding a membership at the close of business on the record date shall be a member of record.

Each membership Owner entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the member’s name is placed on the proxy in printed form followed by a manual signature of the member or member’s attorney-in-fact.

If the Corporation has 100 or more members, any form of proxy distributed to 10 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or ground of related matters and shall proved, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member marks "withhold," marks otherwise in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.

Any revocable proxy covering matters for which a vote of the members is required, including amendments to the Articles of Incorporation; amendments to Bylaws changing proxy rights; removal of directors without cause; filling vacancies on the board of directors; the sale , lease, exchange, conveyance, transfer, or other disposition of all or substantially all of the corporate assets unless the transaction is in the usual and regular course of the Corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve the Corporation; contracts or transactions between the Corporation and one or more directors or between the Corporation and an entity in which the director has a material financial interest; or a plan of distribution of assets other than money to members when the Corporation is in the process of winding up, when the distribution is not in accordance with liquidation rights of any class or classes, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.

The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members that nominee’s qualifications and reasons for nominee’s candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation and Bylaws regarding actions that require the approval of the members, the Corporation’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Board’s directions.

Without prejudice to the general powers set forth in Section 1(a) of these Bylaws, but subject to the same limitations, the directors shall have the power to:

(b) Change the principal office or the principle business office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities within or outside California for holding any meeting of members.

(c) Adopt and use a corporate seal; prescribe the forms of memberships certificates consistent with the provisions of Section 7313 of the California Corporation Code; and alter the forms of the seal and certificates.

(d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges assets of the Corporation, hypothecation’s, and other evidence of debt and security.

All directors shall be elected at each annual meeting of members to hold office until the next annual meeting; however, if any such directors are not elected at any annual meeting, they may be elected at any special members’ held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special members’ meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. The term to be served by elected directors shall be two years from the date elected and voted in by general membership.

A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any director, (b) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or, unsound mind by an order of court or convicted of a felony, or, if the Corporation holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty arising under Section 7238 of the California Corporations Code: (c) the vote of the members or, if the Corporation has fewer than 50 members, the vote of majority of all members, to remove any director(s); (d) the decrease of the authorized number of directors; or (e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting.

Except as provided below, any director may resign by giving written notice to the Chairman of the Board, if any, or the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective.

Except for vacancies created by removal of a director by the members, vacancies on the Board ma be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. The members may fill any vacancy or vacancies filled by the director.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting o, if not so designated, at the principal office of the Corporation. Meetings of the Board shall be conducted on a monthly basis and shall be open to members. The time and day of the meeting shall be designated by the Chairman of the Board, the President, or the Vice President. Notice of the meeting shall be in written form published to the membership. Additionally, meetings of the Board shall be allowed to be held by telephone, as long as all Board members can be heard and the identity of the member can be determined.

Immediately after each annual meeting of members, the Board shall hold a regular meeting or purposes of organization, election of officers, and the transaction or other business.

Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, the President or the Vice President, or the Secretary or any two directors.

Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) Any personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the director or to a person at the director’s office who would reasonably be excepted to communicate that notice promptly to the directors; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the Corporation.

Notice sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or Telegraph Company at least 48 hours before the time set for the meeting.

The notice shall state the time of the meeting, and the place if the place I other than the principal office of the Corporation. It need not specify the purpose of the meeting.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (a) creation of and appointments to committees of the Board, and (b) indemnification of directors.

Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time place.

Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and affect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no members who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the board resolution, shall have all the authority of the Board except that no committee, regardless of board resolution, may:

(a) Take any final action on any matter that, under California Nonprofit Mutual Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;

(b) Fill vacancies on the board or on any committee that has the authority of the Board;

(C) Fix compensation of the directors for serving on the board or on any committee;

(D) Amend or repeal Bylaws or adopt new Bylaws;

(e) Amend or repeal any board resolution that by its express terms is not so amendable or repealable;

(f) Create any other committees of the Board or appoint the members of committees of the Board;

(g) Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected;

(h) Committees of the Board are required to report back to the Board of Directors regarding such action taken above

(i) The Chairman of the Board, the President, or the Vice President at all meetings and actions of the committees of the Board shall have the right to conduct the meetings by Roberts Rule of Order.

The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the Board’s discretion, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with Section 6 of the Bylaws. Any number of officers may be held by the same member serving on the Board.

The officers of the Corporation shall be chosen annually by the board and shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment. The Board shall have the right to remove officers.

The Board may appoint and may authorize the Chairman of the Board, the President, or Vice President to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.

Without prejudice to any rights of an officer under any contract of employment, an officer may be removed with or without cause by the Board, and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer that power of removal.

Any officer may resign at any time by giving a written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the right, if any, of the Corporation under any contract to which the officer is a party.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office, provided, however, that vacancies need not be filled on an annual basis.

If a Chairman of the Board is elected, he or she shall preside at board meetings and shall exercise and perform such other powers and duties as the Board shall also be the Chief Executive Officer and shall have the power and duties prescribed by these Bylaws for the President of the Corporation.

Subject to such supervisory powers as the Board may give to the Chairman of the Board, if any, and subject to the control of the Board, the President shall be the General Manager of the Corporation and shall supervise, direct, and control the Corporation’s activities, affairs, and officers. The President shall preside at all members’ meetings and, none, at all board meetings. The President shall have such other powers and duties as the Board or Bylaws may prescribe.

The Secretary shall keep or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings. proceedings, and action of the boards, or committees of the board, and of members’ meetings. The minutes of meetings shall included the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, the names of those present at board and committee meetings, and the number of members present or represented at members’ meetings. The Secretary shall keep or cause to be kept, at the principle office in California, a copy of the Article of Incorporation and Bylaws, as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board, and of committees of the board required by these Bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained adequate and correct books and accounts of the Corporation’s properties and transactions. The Chief Financial Officer shall send or cause to be given to the members and directors such Financial statements and reports as are required by law, by these Bylaws, or by the Board to be given. The books of account shall be open to inspection by any director or member at all reasonable times.

The Chief Financial Officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the board may designate, shall disburse the Corporation’s funds as the Board may order, shall render to the President, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board of the Bylaws may prescribe.

If required by the Board, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Chief Financial Officer on his or her death, resignation, retirement, or removal from office.

On written request to the Board by any person seeking indemnification under Section 7237(a) or Section 7237(b) of California Corporation Code, the Board shall promptly determine under Section 7237(e) of the California Corporation Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding the respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

The Corporation shall keep:

(1) Adequate and correct books and records of account;

(2) Written minutes of the proceedings of its members, board, and committees of the board; and

(3) A record of each member’s name, address, and class of membership.

Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code and unless the Corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member.

(a) Inspect and copy the records of member’s names, addresses, and voting rights during usual business hours on five days’ prior written demand on the Corporation, which demand must state the purpose for which the inspection rights are requested; or

The membership list may not be used by any person for any purpose not reasonably related to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the Board, the membership list or any part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the vote of the members in an election to be held by the Corporation.

(2) Used for any purpose which the user foes not reasonably and in good faith believe will benefit the Corporation.

(3) Used for any commercial purpose in competition with the Corporation.

(4) Sold to or purchase by any person.

If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.

Any inspection and copying under this Section may by made in person or by member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Corporation.

On written demand on the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board, and committees of the board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the Corporation.

The Corporation shall keep at its principal office, or if its principal office is not in California, at it’s principal business office in this state, the original or a copy of the Article of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the Corporation is outside California and the Corporation has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws as amended to date.

Every director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the Corporation’s fiscal year:

(2) A brief description of the amount and circumstances of any loans, guaranties, indemnification, or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation under these Bylaws, unless the loan, guaranty, indemnification, or advance has already been approved by the members under
Section 5034 of the California Corporation Code, or the loan or guaranty is not subject to the provisions of subdivision (a) of Section 7235(a) of that Code.

Unless the context requires otherwise, the general provisions, rule of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

Subject to the rights of members under Section 5 of these Bylaws, the Board may adopt, amend, or repeal these Bylaws unless the action would:

(a) Materially and adversely affect the members’ rights as to voting, dissolution, redemption, or transfer; (b) Increase or decrease the number of members authorized in total or for any class; (c) Effect an exchange, reclassification, or cancellation of all part of the memberships; or (d) Authorize a new class of membership.

Once members have been admitted to the Corporation, the Board may not, without the approval of the members, specify or change any Bylaw provision that would:

(a) Fix or change the authorized number of directors;

(b) Fix or Change the minimum or maximum number of directors; or

(c) Change from a fixed number of directors to a variable number of directors or vice versa.

If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

Without the approval of the members, the Board may not adopt, amend, or repeal any Bylaw that would:

(a) Increase or extend the terms of directors;

(b) Allow any director to hold office by designation or selection rather than by election by a member or members;

(c) Increase the quorum for members’ meetings;

(d) Repeal, restrict, create, expand or otherwise change proxy rights; or

(e) Authorize cumulative voting.

New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members’, provided, however, that any such adoption, amendment, or repeal also requires approval by the members of a class if that action would:

(1) Materially and adversely affect the rights, privileges, preferences restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer in a manner different that the action affects another class;

(2) Materially and adversely affect that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions, or conditions or another class;

(3) Increase or decrease the number of membership authorized for that class;

(4) Increase the number of memberships authorized for another class;

(5) Effect an exchange, reclassification, or cancellation of all or part of the memberships of that class; or

(6) Authorize a new class of memberships.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of the ACBRA Inc., a California Nonprofit Mutual Benefit Corporation, that the above Bylaws, consisting of 27 pages, are the Bylaws of this Corporation as adopted by the board of Directors on _______________, and that they have not been amended or modified since that date.

Executed on October 29, 1997, at Hilmar, California.

_______________________

Secretary