BYLAWS OF

CARMEL VALLEY TRAIL & SADDLE CLUB, INCORPORATED

Revised 1993

ARTICLE I

NAME AND OBJECTIVES

1.01 Name The name of this corporation is CARMEL VALLEY TRAIL & SADDLE CLUB, INCORPORATED. Hereinafter in these Bylaws this corporation shall be referred to as the "Club".

1.02 Bylaws These Bylaws are adopted for the regulation of the Club, except and to the extent that its regulation is otherwise provided by statute or its Articles of Incorporation.

1.03 Purpose The Club is established to promote an interest in hiking, riding and tennis; to encourage such activities as a means of outdoor recreation; to generally promote and develop good fellowship among those interested in such activities; to promote a better public understanding and to act in a representative capacity in acquiring use of trails suitable for such activities. The Club shall not enter into any activity for profit.

ARTICLE II

MEMBERSHIP

2.01 Classes There shall be three classes of Members: Regular, Retired, and Associate Youth. Members previously designated as "Founding" before January 18, 1980, shall hereinafter be classified as "Regular".

Regular Members shall be those persons who (1) have attained the age of seventeen, (2) have been admitted to the Club as Regular Members by vote of the Board of Directors, and (3) have paid all fees and dues of membership as a Regular Member of good standing, or (4) are transferees thereof in accordance with the transfer provisions of Section 2.08 of these Bylaws.

Retired Members shall be those persons who (1) have attained the age of sixty, (2) have been Regular Members for at least fifteen consecutive years, (3) have obtained the approval of the Board of Directors for transfer to Retired Member status, and (4) have paid all fees and dues of membership as a Retired Member. A Retired Member shall retain all of the rights and privileges of a Regular Member except the right to become a member of the Board of Directors.

Associate Youth Members shall be those persons who (1) are between the ages of twelve and seventeen, (2) have been admitted to the Club as Associate Youth Members by vote of the Board of Directors and upon the sponsorship of a Regular or Founding Member who has assumed in writing responsibility for the payment of all membership fees and dues for the Associate Youth Member and for the actions and activities of the Associate Youth Member while using the Club grounds, (3) are not entitled to the use of the Club facilities by reason of any other membership, and (4) have paid all fees and dues of membership as an Associate Youth Member. Associate Youth Members shall not be entitled to invite guest(s) to Club facilities or grounds.2.02 Family Privileges A Member shall be an individual, natural person. A membership may not be divided or held in two or more indivisible interests. The following persons shall, however, have the full right to use the grounds and facilities of the Club and to participate in the activities :hereof, upon payment by the Member for Family Privileges: (A) The Spouse of a Regular Member, (B) The unmarried children under age twenty-one of a Regular Member; (C) Family members over twenty-one years per Section 2.12.

2.03 Records The Club shall maintain in written form, or in any form capable of being converted into written form, a membership book containing the name, address and category of each Member, The book shall also contain the fact of termination for each terminated Member, and the date on which such membership terminated. Such book shall be subject to the rights of inspection required by law.

2.04 Votes Each Regular, and Retired Member shall be entitled to one vote on each matter submitted to a vote of such Members. Associate Youth Members shall not be entitled to vote as Members for any purpose.

2.05 Fees Each Member shall pay a membership fee, periodic dues, and assessments in such amounts and at such times as shall be determined by the Board of Directors, subject to the limit on assessments set forth in Section 8.05.

2.05 Maximum Number The total number of Regular and Retired Members shall not exceed one hundred seventy five (175) at any one rime.

2.07 Termination The Board of Directors may terminate or suspend a Member by majority vote for non-payment of fees, periodic dues or assessments which remain due and unpaid forty-five days following the date such payment is due. The Board of Directors may terminate or suspend a Member by affirmative vote of two-thirds of the Members of the Board for conduct which the Board deems not to be in the best interest of the Club, including without limitation misconduct in the use of any trail or private property which is so flagrant that the use of such trail is revoked by the owner or which results in serious harm or damage to the Club, or any other offense or scries of offenses. The Board shall give the Member who is the subject of the proposed suspension or termination fifteen days prior notice of the proposed suspension or termination, and the reasons therefor. The Member may submit a written statement to the Board regarding the proposed action not less than five days before the effective date of the proposed suspension or termination. In the alternative, the Board may, in its notice to the Member of the proposed suspension or termination, permit the Member to be heard orally not less than five days before the effective date of the proposed suspension or termination. Prior to the effective date of the proposed suspension or termination the Board shall review any such written statement or oral presentation and shall determine the mitigating effect, if any, of the information contained therein on the proposed suspension or termination. A suspended Member shall not be entitled to exercise any of the voting rights set forth in these Bylaws, nor shall he have the right to use the privileges and facilities of the Club in any manner.

Membership and all rights of membership shall automatically terminate upon the occurrence of any of the following:

A. The voluntary resignation of a Member.

B. The death of a Member.

C. The withdrawal of sponsorship of an Associate Youth Member by the sponsoring Regular Member, or the failure at any time of the Associate Youth Member to meet any of the conditions for membership as an Associate Youth Member which axe sec forth in Section 2.01 of these Bylaws.

All rights of the Member in the Club and in its property shall cease upon the termination of the membership of such Member. Termination shall not relieve the Member from any obligation to the Club for charges incurred for services or benefits actually rendered or arising from contract or otherwise. The Club shall retain the right to enforce any such obligation or obtain damages for its breach.

2.08 Transfer Except as provided in this Section 2.08 of these Bylaws, no Member may transfer a membership or any right arising therefrom and all rights as a Member cease upon the death of a Member. A Regular Member may transfer his membership interest to any individual, natural person who is not already a Regular member, for consideration or otherwise, including without limitation transfer upon death, subject to the following rules and restrictions:

A. Intention to transfer membership must be submitted to the Board of Directors in writing, along with such documents as required for application for Regular Membership, which shall be filled out by the transferee. If the Board of Directors approves the transfer of membership, an Individual Membership may be transferred to an individual, but a Family Membership must be maintained at full fees, even if transferred to an individual, and shall remain a Family Membership.

B. Transfer Upon Death. Upon the death of a Regular Member, the membership may be transferred to any person by will or by operation of Law. A Family Membership shall retain its status as a Family Membership, and an Individual Membership shall retain its status as an Individual Membership, unless it is to be upgraded to a Family Membership.

C. Transfer Upon Divorce. Upon the divorce of a husband and wife who hold a Regular Membership, the membership shall be retained by only one party to be determined at the time of the divorce. The party retaining the membership shall notify the President and shall be responsible for payment of the annual dues based upon a Family Membership. In no event shall financial consideration be paid by the Club to either party.

D. If the Board of Directors approve, the transferee shall be admitted as a Regular Member with all rights, privileges and obligations thereof. If the Board of Directors does not approve, the transferee shall be a Regular member solely for the purpose of sharing in the distribution of the assets of the Club on dissolution and shall have no other right or privilege of membership nor shall he be obligated to pay twenty-five percent (25%) of the dues and assessments charged to a Regular Member, and his membership interest shall be terminable pursuant to Section 2.07. There shall be no fee for transfer of a Regular Member's interest and no initiation fee shall be charged to the transferee.

2.09 Statutory Rights The use of the term"member" in these Bylaws shall not be construed to vest in any person those rights and privileges granted by the California Nonprofit Corporations Code to a member of a nonprofit mutual benefit corporation, except for such persons as meet in all respects the statutory definition of "member" set forth in Section 5056 of the California Nonprofit Corporations Code or any successor statute thereto.

2.10 Good Standing Any Member who shall be in arrears in the payment of any installment of fees, periodic dues or assessments more than forty-five days after their due date shall not be in good standing. A Member who is not in good standing shall not be entitled to vote as a member nor shall he or any person whose Family Privileges are dependent upon his membership be entitled to the use of the facilities of the Club.

2.11 Change of Status Every third year a Family Membership can be downgraded to a Single Membership if the status of the Member has changed accordingly.

2.12 Family Members Over Twenty-one Years of Age On reaching the age of twenty-one, a child who has enjoyed Family privileges under his/her parent's Family Membership must relinquish his/her rights and apply for separate membership. Such persons may purchase a membership for the annual dues and the Club will waive the initial fee. The Member will enjoy all he rights and privileges of a new Regular member thereafter and be entitled to one vote.

ARTICLE III

MEETINGS OF MEMBERS

3.01 Place Meetings of Members shall be held at any place within the County of Monterey, and at such time as is designated by the Board of Directors.

3.02 Regular Meetings A regular meeting of members shall be held at least once in each calendar quarter. One regular meeting of Members shall be held during the month of September in each year, and shall be the Annual Meeting. If the Board of Directors fails to establish a time and place for a regular meeting, such time and place may be established by the President or by any five Members, with proper notice mailed as specified below.

3.03 Special Meeting A special meeting of the Members may be called at any time by any one of the following: The Board of Directors, the President, or five percent (5%) or more of the Members. If a special meeting is called, the request for calling such a meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail to the President, the Vice President or the Secretary of the Club. The officer receiving the request shall cause notice to be promptly given to the Members entitled to vote that a meeting will be held, and the date for such meeting, which date shall be not less than thirty-five (35) nor more than ninety (90) days following the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons requesting the meeting may give the notice.

3.04 Notice of Members' Meetings

A. General Notice Contents All notices of meetings of Members shall be sent or otherwise given not less than ten (10) nor more than ninety (90) days before the date of the meeting; provided, however, that if notice is given by mail and the notice Is not mailed by first class, registered or certified mail, the notice shall be given not less than twenty (20) days before the meeting. Notice shall be given to all Members who, on the record date for notice of the meeting, arc entitled to vote at the meeting. The notice shall state the place, date and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board of Directors, at the time the notice is given, intends to present for action by the Members, but, except as otherwise provided herein, any proper matter may be presented at the meeting. The notice of any meeting at which directors arc to be elected shall include the names of all those who are nominees at the time the notice is given to Members.

B. Notice of Certain Agenda Items If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items in invalid unless the notice or written waiver of notice states the general nature of the proposal:

(1) Removing a Director without cause;

(2) Filing vacancies on the Board of Directors by the Members;

(3) Amending the Articles of Incorporation;

(4) Voluntarily dissolving the Club.

C. Manner of Giving Notice Notice to a Member for any purpose shall be given either personally or by mail, or other means of written communication, addressed to each Member either at the address of that Member appearing on the books of the Club or the address given by the Member to the Club for the purpose of notice. If no address appears in the Club's books and no other has been given, 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 Club's principal executive office or (2) notice is published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communications.

D. Affidavit of Mailing Notice An affidavit of the mailing or other means of giving any notice to any Members' meeting may be executed by the Secretary, or any other person giving the notice, and if so executed shall be filed and maintained in the minute book of the club.

3.05 Quorum

A. Percentage Required Twenty percent (20%) of the Members in good standing shall constitute a quorum for the transaction of business at a meeting of the Members; provided, however, that the only matters that may be voted upon at any meeting of the Members actually attended, in person or by proxy, by less than one-third of the Members in good standing are matters notice of the general nature of which was given pursuant to the notice provision of these Bylaws.

B. Lack of Quorum If there are not sufficient Members present to constitute a quorum at the commencement of a duly called or duly held meeting, a majority of those present in person or by proxy shall have the power to vote to adjourn the meeting to another time, but may not transact any other business. An adjournment for lack of quorum shall be to a date not less than five (5) days and not more than thirty (30) days from the original meeting date.

C. Loss of a Quorum The Members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.

3.06 Voting

A. Eligibility to Vote All persons who are Members in good standing other than Associate Youth Members as of the record date determined in accordance with Section 3.09 shall be entitled to vote at any meeting of Members, subject to the provisions of the California Nonprofit Corporations Law and of these Bylaws.

B. Manner of Casting Votes Voting may be by voice or ballot, provided that any election of Directors must be by ballot.

C. Affirmative Votes If a quorum is present, the affirmative vote of the majority of the Members in good standing represented at the meeting, entitled to vote and voting on any matter (other than the election of Directors) shall be the act of the Members, unless the vote of a greater number or voting by classes is required by the California Nonprofit Corporations Law, the Articles of Incorporation, or these Bylaws.

D. Cumulative Voting Cumulative voting shall not be authorized for the election of Directors or for any other purpose.

E. Proxy Voting Every Member in good standing entiled to vote has the right to do so either in person or by one or more persons authorized by a written proxy executed by such Member and filed with the Secretary of the Club. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected either (1) by a writing delivered to the Secretary of the Club stating that the proxy is revoked, (2) by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or (3) as to any meeting, by attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution.

3.07 Waiver of Notice or Consent by Absent Members

A. Written Waiver or Consent The transaction of any meeting of Members, either regular or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present cither in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify cither the business to be transacted or the purpose of any regular or special meeting of Members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Subdivision B of Section 3.04, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a pan of the minutes of the meeting.

B. Waiver bv Attendance Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not waiver of any right to object to the consideration of matters required to be included in the notice of the meeting by the Bylaws or the California Nonprofit Corporations Code and not so included, if that objection is expressly made at the meeting.

3.08 Action Without Meeting by Written Ballot

A. Ballot Requirements Any action which may be taken at any regular or special meeting of Members, including but not limited to the election of Directors, may be taken without a meeting. If an action is taken without a meeting the Club shall distribute a written ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Club. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

B. Solicitation of Ballots Ballots shall be solicited in a manner consistent with the requirements of giving notice of Members' meetings set forth hereinabove. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be returned in order to be counted.

3.09 Record Date

A. Determined by Board of Directors For the purpose of determining which Members are entitled to receive notice of any meeting, the Board of Directors may fix, in advance, a Record Date which shall not be more than 60 nor fewer than 10 days before the date of the meeting. For the purpose of determining which Members are entitled to vote any meeting, the Board of Directors may fix in advance a Record Date which shall not be more than sixty (60) days before the date of the meeting. The Record Date so fixed shall also apply in the case of an adjourned meeting. For purposes of determining which Members are entitled to act without meeting by written ballot, the Board of Directors may fix, in advance, a Record Date which shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited. Only Members of record on the Record Date so fixed are entitled to notice, to vote, or to act without meeting by written ballot as the case may be.

B. Failure of Board to Determine Date

(1) Record Date for Notice Unless fixed by the Board of Directors, the Record Date for determining those Members entitled to receive notice of a meeting of Members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held.

(2) Record Date for Voting Unless fixed by the Board of Directors, the Record Date for determining those Members entitled to vote at a meeting of Members shall be the day of the meeting, or, in the case of an adjourned meeting, the day of the adjourned meeting.

(3) Record Date for Action Without Meeting by Written Ballot Unless fixed by the Board, the Record Date for determining those Members entitled to vote by ballot on Club action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited.

C. "Record Date" Means as Close of Business For purposes of this Section 3.09, a person holding membership as of the close of business on the Record Date shall be deemed a member of record.

3.10 Rules of Order Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of Members insofar as such rules are not inconsistent with or in conflict with :hese Bylaws, the Articles of Incorporation of this Club or the law.

ARTICLE IV

NOMINATION AND FLECTION OF DIRECTORS

4.01 Nomination

A. Nominating Committee The President shall appoint a nominating committee at least ninety (90) days before the date of any election of Directors to select qualified candidates for election to the Board of Directors. The nominating committee shall consist of a Director who shall be chairman of the committee and two or more Members of the Club who may, but need not, be Directors. The nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. The'nominating committee shall make its report at least thirty (30) days before the date of election and the Secretary shall forward to each Member, along with the notice of meeting required by these Bylaws, a list of candidates nominated.

B. Nominations by Members Members representing five percent (5%) or more of the membership may nominate candidates for Director at any time before the 30th day preceding such election. On timely receipt of a petition signed by the required number of Members, the Secretary shall cause the names of the candidates named on it to be placed on the ballot and included in the notice forwarded to each Member pursuant to Sub-paragraph A hereinabove, along with those candidates named by the nominating committee.

C. Nominations from the Floor If there is a meeting to elect Directors, any Member . present at the meeting and entitled to vote may place one or more names in nomination.

4.02 Nomination and Election Procedures The Board of Directors shall make available to the nominees a reasonable opportunity for each nominee to communicate to the Members the nominee's qualifications and the reasons for the nominee's candidacy, a reasonable opportunity for each nominee to solicit votes, and a reasonable opportunity for all Members to chose among the nominees. The Board of Directors shall cause the Club to publish or mail material with respect to nominees to Director, in accordance with the provisions of the California Nonprofit Corporations Law.

4.03 Election The candidates receiving the highest number of votes shall be elected as Directors. If after the close of nominations the number of people nominated for the Board is not more than the number of Directors to be elected, the Club may without further action declare that those nominated and qualified to be elected have been elected

ARTICLE V

BOARD OF DIRECTORS

5.01 General Corporate Powers Subject to the provisions of the California Nonprofit Corporations Law and any limitation in the Articles of Incorporation or these Bylaws relating to action required to be approved by the Members, the business and affairs of the Club shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

5.02 Number and Qualification of Directors The number of Directors shall be eight (8). Each Director shall be a Founding Member or a Regular Member of the Club, in good standing.

5.03 Term of Office Four Directors shall be elected at each Annual Meeting held in odd numbered years and four Directors shall be elected at each Annual Meeting held in even numbered years. Each director shall be elected for a term of two years, or until his successor is elected.

5.04 Vacancies

A. Events Causing Vacancy A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following:

(1) The death or resignation of any Director;

(2) The declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by a final order of court;

(3) The vote of the Members to remove a Director;

(4) The increase of the authorized number of Directors;

(5) 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 to be elected at such meeting; or

(6) Failure of a Director to attend three Board Meetings in a row without giving notice of absence.

B. Vacancies Filled by Directors Except for a vacancy created by the removal of a Director, vacancies on the Board may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director.

C. Vacancies filled by Members The Members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors.

D. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

5.05 Meetings of the Board

A. Regular Meetings Regular meetings of the Board of Directors shall be held quarterly at a time and place within the County of Monterey that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Club.

B. Special Meetings

(1) Authority to Call Special meetings of the Board of Directors for any purpose may be called at any time by the President, any Vice President, the Secretary, or any two Directors.

(2) Notice

(a) Manner of Giving Notice of the time and place of special meetings shall be given to each Director by one of the following methods:

(i) By personal delivery of written notice;

(ii) By first class mail, postage prepaid;

(iii) By telephone communication, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director,

(iv) 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 Club.

(b) Time Requirements Notices sent by first class mail shall be deposited into a United States mailbox at least four days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned or given to the telegraph company at least 48 hours before the time set for the meeting.

(c) Notice Contents The notice shall specify the time and place for the meeting.

(3) Time and Place Special meetings may be held at any place within the County of Monterey and at any time, as set forth in the notice, or as set by resolution of the Board.

C. Members' Attendance Regular and special meetings of the Board shall be open to all Members; provided, however, that Members who are not Directors may not participate in any deliberation or discussion of the Board unless expressly so authorized by the Board.

D. Executive Session The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel, matters, litigation in which the Club is or may become involved, and orders of business of a similar nature. The nature of any business to be considered in executive session shall first be announced in open session.

E. Meetings by Telephone Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.

5.06 Quorum A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 5.09. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

5.07 Waiver of Notice The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if, (1) a quorum is present and (2) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes of the meeting. The written waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the Club's records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

5.08 Action by Board If a quorum is present, the affirmative vote of the majority of the

Directors present at the meeting shall be the act of the Board.

5.09 Adjournment A majority of the Directors present, whether or not constituting a quorum may adjourn any meeting to another time and place.

5.10 Notice of Adjournment Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case person; notice of the time and place shall be given before the adjourned meeting to the Directors who were not present at the time of adjournment.

5.11 Compensation No Director shall receive compensation for any service he may render to the Club. Any Director, however, may be reimbursed for his actual expenses incurred in the performance of his duties.

ARTICLE VI

COMMITTEES

6.01 Creation The Board of the Directors or the President may create such standing and special committees as either deems necessary to promote the purposes and carry on the work of the Club.

6.02 Composition. Duties and Powers All members of committees shall be Founding or Regular Members of the Club who are in good standing. Each committee shall have the number of members and duties and powers specified in the resolution creating it; provided, however, that no committee shall have the power to take any action in the name of or on the behalf of the Club which is not expressly authorized by the Board of Directors.

6.03 Membership The Chairman and the members of each standing and special committee shall be appointed by the Board or the President as specified in the resolution creating the committee. The President of the Club shall be an ex-officio member of all committees.

ARTICLE VII

OFFICERS

7.01 Officers The Officers of the club shall be a President, a Vice President, a Secretary and a Chief Financial Officer. The Club may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries, and such other Officers as may be appointed in accordance with the provisions of Section 7.03. The same person shall not hold more than one office at a time.

7.02 Selection of Officers The Officers of the Club shall be chosen by the Board of Directors at an organizational meeting which shall be convened immediately following the adjournment of the Annual Meeting of Members. Each Officer shall serve at the pleasure of the Board of Directors for a term of one year.

7.03 Subordinate Officers The Board of Directors may appoint any other Officers that the business of the Club may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined from time to time by the Board of Directors.

7.04 Removal of Officers Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, by the Board of Directors at any regular or special meeting of the Board.

7.05 . Vacancies in Offices A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments in that office.

7.06. Responsibilities of Officers

A. President The President shall, subject to' the control of the Board of Directors, generally supervise, direct and control the business and the affairs of the Club. He shall preside at all meetings of the Members and all meetings of the Board of Directors. He shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. He shall sign or counter-sign ail certificates, contracts and other instruments and documents of the Club as authorized by the Members or the Board of Directors, shall make reports to the Board of Directors, and shall perform all such other duties as are instant to his office.

B. Vice President In the absence or disability of the President, the Vice President shall perform ail duties of the President, and when so acting shall have all the powers of, and be subject to all of the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors. The Vice President shall become President if the President is removed or ceases to qualify to hold that office.

C. Secretary. The Secretary shall attend to the following:

(1) Book of Minutes The Secretary shall keep or cause to be kept, at such place as the Board of Directors may direct, a Book of Minutes of all meetings and actions of Directors and Members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of Members present or represented at Members' meetings, and the proceedings of such meetings.

(2) Membership Records The Secretary shall keep, or cause to be kept, record of the .... Members showing the names, addresses and classes of all Members.

(3) Notices. Seal and Other Duties The Secretary shall give, or cause to be given, notice of all meetings of the Members and of the Board of Directors required by the Bylaws to be given. He shall keep the seal of the Club in safe custody. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

D. Chief Financial Officer The Chief Financial Officer shall attend to the following:

(1) Books of Account The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Club, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

(2) Financial Statements The Chief Financial Officer shall prepare or cause to be prepared the financial statements and reports required to be delivered to each Member as set forth in the California Nonprofit Corporation Law.

(3) Deposit and Disbursement Money The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Club with such depositories as may be designated by the Board of Directors; shall disburse the funds of the Club as may be ordered by the Board of Directors; shall render to the President and the Directors, whenever they request it, an account of all his transactions as Chief Financial Officer and of the financial condition of the Club; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

(4) Bond If required by the Board of Directors, the Chief Financial Officer shall give the Club a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his office and for restoration to the Club of all its books, papers, vouchers, money and other property of every kind in his possession or under his control on his death, resignation, retirement or removal from office. The cost of the bond shall be paid by the Club.

(5) Audit At the end of each calendar year of the Club, all financial records shall be audited by a person who is not a Member of the Club.

ARTICLE VII

FINANCES

8.01 Expenditures All expenditures and policies relative to expenditures, except nominal amounts for the actual operation of the Club, shall be approved by the Members of the Club who are entitled to vote, before payment is ordered. Approval of a budget shall be approval of expenditures within the amounts and for the purposes stated in that budget for the period of time for which the budget is effective.

8.02 Funds The funds of the Club shall be deposited in the name of the Club in such banks or trust companies as the Board of Directors shall designate and shall be drawn out only by check signed by persons designated by resolution of the Board of Directors.

8.03 Activities The Club shall not enter into any activity for a profit. The administration expenses shall be paid solely from membership dues or from contributions not designated for specific purposes by the donor. The Club may charge fees or otherwise collect revenues in connection with any social activity or special event to the extent necessary to defray the costs thereof. The Board may solicit and accept gifts, donations, contributions, or take subscriptions therefor for the purpose of aiding in the cost of acquiring, constructing and maintaining trails, land and the facilities to the extent such purpose is within the aims and objectives of the Club. Proceeds from such sources shall be deposited to the credit of restricted funds and may not be used for the general administration of the Club.

8.04 Calendar Year The calendar year of the Club shall be for the period beginning on January 1 and ending the following December 31. The President and Chief Financial Officer shall thereafter prepare statements reflecting the financial position of the Club and report thereon in writing to the membership no later than the date set for the annual meeting.

8.05 Assessments The Board of Directors may make monetary assessments to the Members, each of which is not to exceed $10.00 per Member in each calendar year, and which are for expenses of an emergency nature. The Board of Directors may make monetary assessments to the Members to pay for expenditures exceeding $10.00 per Member in a calendar year only with the approval of the Members. This limitation shall not apply to fees or dues to members.

8.06 Sponsors The Board of Directors may request that Members sponsor events at horse shows or other Club activities. Members participating in Club work days will not be expected to sponsor said events.

ARTICLE IX

RECORDS AND REPORTS

9.01 Club Records The Club shall keep the original or a copy of its Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the Members at all reasonable times. The Club shall further keep minutes of the proceedings of its Members and Board in written form. All other books and records of the Club shall be kept either in written form or in any other form capable of being converted into written form.

9.02 Annual Report In any year in which the Club has more than 100 Members and more than $10,000.00 in assets at any time during the calendar year the Club shall notify each Member of the Member's right to receive a financial report, and upon written request of the Member, the Board of Directors shall promptly cause the most recent annual report to be sent to the requesting Member, In any such year an annual report shall be prepared not later than 120 days after the close of the calendar year of the Club which shall contain in appropriate detail the following:

A. A balance sheet as of the end of such calendar year and an income statement and statement of changes in financial position for such calendar year.

B. A statement of the place where the names and addresses of the current Members are located.

C. Any information required by Section 9.03.

The report required by this section shall be accompanied by any report thereon of independent accounts, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

9.03. Report of Insider Transactions The Club shall furnish annually to its Members and Directors a statement of any transaction or indemnification of the kind described in this section. If the Club issues an annual report to all Members, this section shall be satisfied by including the required information in the annual report. If the Club does not issue an annual report to all Members, the Club shall mail or deliver to its Members the required statement within 120 days after the close of the calendar year of the Club. The matters which are subject to the reporting requirements set forth in this section are as follows:

A. A transaction to which the Club was a party and in which any Director or Officer of the Club had a direct or indirect material financial interest and which involved more than $50,000.00 or was one of a number of transactions in which the same interested person had a direct or indirect material financial interest and which transactions in the aggregate involved more than $50,000.00; or

B. An indemnification or advance aggregating more than $10,000.00 paid during the calendar year to any Officer or Director of the Club pursuant to Section 7237 of the California Nonprofit Corporations Code, and not approved by the Members of the Club in accordance with the terms of that section.

9.04 Subject to Statute The duties and obligations of the Club which are set forth in this Article are subject to the terms of the California Nonprofit Corporations Code which apply to the Club as a nonprofit mutual benefit corporation. Any modification in the terms of applicable law shall be considered a modification of these Bylaws to the extent it so applies, and no Member shall have any right nor shall the Club have any obligation under this Article of these Bylaws unless such right or obligation is expressly provided under the terms of applicable law.

ARTICLE X

MISCELLANEOUS

10.01 Amendments No new Bylaw may be adopted nor may any provision of these Bylaws be modified, amended or repealed in any manner which affects in any way the rights, privileges or obligations of Regular Members without the approval of a majority of all the Regular Members including the Retired Regular Members. Subject to the rights of the Regular Members, new Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the Members entitled to vote, or by their written consent. Subject to the rights hereinbefore set forth to amend or repeal these Bylaws, bylaws other than a bylaw fixing or changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors.

10.02 Dissolution The Club shall not (1) sell, lease for a period of more than one year, convey, exchange, transfer, or otherwise dispose of or encumber in any manner all or the majority of its assets, or (2) merge with any other corporation, without the affirmative vote or written consent of a majority of all of the Regular Members, in addition to any other approval which may be required. In the event of dissolution of the Club, the Regular Members of record and in good standing at the time a certificate evidencing the Club's election to dissolve is filed with the Attorney General or, if no such election is made, at the time an order for winding up and dissolution of the Club is entered, shall receive pro rata the assets of the Club remaining after (1) return of those assets held upon a valid condition requiring return, transfer, or conveyance, which condition has occurred or will occur; (2) disposition of those assets held in a charitable trust in compliance with the provisions of any trust under which such assets are held; (3) payment, or adequate provision for payment of all taxes, penalties, debts, and liabilities; and (4) other provisions required under applicable law. The phrase "Regular Members" as used in this section shall include Retired Regular Members. Other than such Regular Members, no Member of the Club shall be entitled to any of the assets of the Club on dissolution. The distribution of any such assets shall go to each Member in good standing, directly proportionate to each year of membership, with one point per year accumulating to the credit of that membership, such points transferable under membership transfer provisions of these Bylaws.

10.03 Construction and Definitions Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California Nonprofit Corporations Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, except as otherwise expressly set forth herein the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes a corporation or association as well as a natural person.

10.04 Execution of Documents Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Club and any other person, when signed by both the President and either the Secretary or the Chief Financial Officer of the Club shall be valid and binding on the Club in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instrument may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

10.05 Use of Facilities The use of the facilities are limited to those activities sponsored or co-sponsored by the Carmel Valley Trail and Saddle Club. The facilities are not available for public use by any other entity unless a Use Permit is first secured for an assemblage of people pursuant to the requirements of the Zoning Ordinance.