6.                        REGULAR MEETINGS. A regular annual meeting of the Trustees shall be held on such date, at such hour and at such place as may be fixed from time to time by the Trustees. The Trustees may provide the time and place, either within or without the State of Colorado, for the holding of additional regular meetings of the Trustees without other notice than such resolution.

7.                        SPECIAL MEETINGS.                        Special meetings of the Trustees may be called by or at the request of the Chairman or any five Trustees. The person or persons authorized to call special meetings of the Trustees may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Trustees called by them.

8.            NOTICE OF MEETINGS. Notice of each meeting of Trustees, whether annual, regular, or special, shall be given to each Trustee. Notice shall be given to Trustees at least five days prior to the meeting. The notice of all meetings shall state the place, date, hour, and purposes thereof.

9.            QUORUM. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Trustees; but if less than a majority of the Trustees is present at a meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

10.                        MANNER OF ACTING.                        The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws. The act of three-quarters of all of the members of the Board of Trustees (regardless of the number of members present at a meeting) shall be required to (a) amend or restate the Articles of Incorporation, (b) sell, lease, exchange, mortgage, or otherwise dispose of all or substantially all of the property and assets of the Trust, (c) amend the purpose of or use of Corpus B funds, (d) adopt a plan of merger or adopt a plan of consolidation with another corporation (e) adopt a plan for the distribution of the assets of the Trust, (f) dissipate a substantial portion (but not necessarily substantially all) of the Trust's assets or reserves, (g) amend these Bylaws to change the number or qualifications (such as age limits) of Trustees, this Section 10 of Article IV, or Section 1 of Article VI, (h) repeal these Bylaws or adopt new bylaws, or (i) agree to amend the Arabian Horse Association bylaws relating to a power of the Board of Trustees. Unanimous consent of the members of the Board of Trustees shall be required to use funds form Corpus A that are not Appreciated Funds. No changes shall be made to the Registration Rules and Procedures without the unanimous approval of the Purebred Registry Members subject to ratification by two-thirds of the members of the Board of Trustees. In addition, it shall require an act of three-quarters of all of the members of the Board of Trustees to authorize the voluntary dissolution of the Trust or revoke proceedings therefore. In the event of the Trustees desire to consider authorizing such voluntary dissolution or revocation of such proceedings, the Chairman or any five Trustees must call a special meeting with notice being given to each Trustee and each member of Arabian Horse Association's Board of Directors at least ninety days prior to such meeting. During this time period, the Arabian Horse Association Board of Directors shall have the opportunity to provide the Trust with its recommendations for consideration by the Board of Trustees regarding such voluntary dissolution of the Trust or revocation of proceedings therefor prior to the date of such special meeting.

11.       PROXY VOTING. For purposes of casting a vote on any type of proposal, a Trustee may be deemed to vote if the Trustee grants a signed written proxy to another Trustee who is present at the meeting, authorizing the other Trustee to cast the vote that is directed to be cast by the written proxy with respect to the proposal that is described with reasonable specificity in the proxy. To be effective, the Trustee giving the proxy must send a copy of such proxy to the Secretary of the Trust and such proxy must be received by the Secretary prior to the meeting at which the proxy is to be exercised. Proxies may be withdrawn or changed prior to the vote for which the proxy was given. Except as provided in this Section and Section 14 of this Article IV, Trustees may not vote or otherwise act by proxy.

12.            VACANCIES. Any vacancy occurring in the Board of Trustees and any Trusteeship to be filled by reason of an increase in the number of Trustees may be filled from a slate of potential Trustees presented by the Nominating Committee by the affirmative vote of a majority of the remaining Trustees, though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of such person's predecessor in office.

13.            COMPENSATION. Trustees as such shall not receive any stated salaries for their services, but by resolution of the Board of Trustees a nominal fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Trustees; but nothing herein contained shall be construed to preclude any Trustee from serving the Trust in some other capacity and receiving compensation therefor and no payment shall be made for expenses that are eligible for reimbursement by Arabian Horse Association.

14.                        ACTION WITHOUT MEETING. Any action required by law to be taken at a meeting of Trustees, or any action that may be taken at a meeting of Trustees, may be taken without a meeting if: each and every Trustee in writing either (a) votes for such action; or (b) (I) votes against such action or abstains from voting, and (II) waives the right to demand that action not be taken without a meeting. Action is taken under this Section only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Trustees then in office were present and voted.

15.                        MEETINGS BY TELEPHONE. Members of the Board of Trustees or any committee designated thereby may hold or participate in a meeting of the Trustees or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

ARTICLE V OFFICERS

1.                        OFFICERS. The Trustees shall appoint such officers as are required from time to time under applicable law and such other officers as the Trustees deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Trustees. To the extent the Trustees appoint officers described in the remaining sections of this Article V, the duties of such officers shall be as described herein. On the effective date of these Bylaws, the officers of the Trust shall consist of a Chairman of the Board of Trustees (the "Chairman"), a Vice Chairman, a Secretary, and a Treasurer.

2.            ELECTION, QUALIFICATIONS AND TERM OF OFFICE. Officers shall be elected annually by the Board of Trustees at the regular annual meeting of the Board of Trustees.            If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. A person who has been elected as Chairman for five consecutive years will not be eligible for re-election as Chairman. New offices may be created and filled at any meeting of the Trustees.

3.            REMOVAL. Any officer of the Trust elected or appointed by the Trustees may be removed by a majority vote of the Trustees with or without cause.

4.                        VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Trustees for the unexpired portion of the term.

5.                        CHAIRMAN OF THE BOARD OF TRUSTEES. Only persons serving as Trustees shall be eligible for election as Chairman.                        The Chairman shall (a) preside at meetings of the Trustees, (b) give counsel and advice to the Trustees and the officers of the Trust on all subjects concerning the welfare of the Trust and the conduct of its business, (c) see that all orders and resolutions of the Board of Trustees are carried into effect, and (d) perform all duties as may from time to time be assigned by the of Trustees.

6.                                VICE CHAIRMAN. The Vice Chairmen, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Trustees or the Chairman.

7.                                TREASURER.                                The Treasurer shall serve as the Chief Financial Officer of the Trust, and shall perform such duties and shall have such powers as may from time to time be assigned by the Trustees or the Chairman. The Treasurer shall perform such duties and have such powers as are incident to the officer of Treasurer including the duty and power to keep and be responsible for all funds and securities of the Trust, to deposit funds of the Trust in the depository selected in accordance with these Bylaws, to disburse such funds as ordered by the Trustees, making proper accounts thereof, and to render as required by the Trustees statements of these transactions taken as Treasurer and of the financial condition of the Trust. The Treasurer shall cause duplicates of all checking accounts and other financial account statements to be sent monthly to the Chairman, or the Chairman's designee.

8.                                SECRETARY. The Secretary shall perform such duties and shall have such powers as may from time to time be assigned by the Trustees or the Chairman. The Secretary shall perform such duties and have such powers as are incident to the office of Secretary including the duty and power to give notice of all meetings of the Trustees, the preparation and maintenance of minutes of the meetings of the Trustees and other records and information required to be kept by the Trustees and for authenticating records of the Trust, and to be the custodian of the corporate seal and to affix and attest to the same on documents, the execution of which on behalf of the Trust is authorized by these Bylaws or the action of the Trustees.

9.                                ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.                                If required by the Trustees, the Assistant Treasurers, if any, shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Trustees shall determine. The Assistant Treasurers and Assistant Secretaries, if any, subject to the control of the Trustees, shall in general perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the Chairman or the Trustees.

ARTICLE VI COMMITTEES

1.                                GENERAL. In addition to the Nominating Committee discussed above, other committees not having and exercising the authority of the Board of Trustees in the management of the Trust may be appointed by the Chairman. The Chairman shall appoint the members of such Trust committees. Any member thereof may be removed by the Chairman whenever in the Chairman's judgment the best interests of the Trust shall be served by such removal. As of the Effective Date, the following committees exist:

A.                        Audit Committee. The Trustees shall establish an Audit Committee to oversee financial matters of the Trust and such other matters as are assigned from time to time by the Board of Trustees or the Chairman.

B.                        Arabian Jockey Club Executive Committee. The Trustees shall establish a six (6) member Arabian Jockey Club Executive Committee, which members shall be actively involved in racing, and shall be responsible for the promotion, coordination, and general oversight of Arabian horse racing in the United States.                        The committee shall advise the Arabian Horse Association's Executive Committee and Board of Directors, the Trustees, and the Market Development and Promotion Committee of Arabian Horse Association on matters related to Arabian horse racing and shall suggest programs and prioritize and develop and obtain funding for action plans that will improve Arabian horse racing in the United States.

2.         TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the Trustees and until such person's successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

3.            COMMITTEE CHAIR. One member of each committee shall be appointed Committee Chair by the Chairman.

4.            VACANCIES. Vacancies in the membership of any committee may be filled by the Chairman.

5.                        QUORUM. A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

6.                        RULES. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Trustees.

ARTICLE VII
STANDARDS OF CONDUCT FOR OFFICERS AND TRUSTEES

Each Trustee and officer with discretionary authority shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Trustee or officer reasonably believes to be in the best interests of the Trust.   In discharging duties, a Trustee or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:            (i) one or more officers or employees of the Trust whom the Trustee or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant, or another person as to matters the Trustee or officer reasonably believes are within such person's professional or expert competence; or (iii) in the case of a Trustee, a committee of the Board of Trustees of which the Trustee is not a member if the Trustee reasonably believes the committee merits confidence.

A Trustee or officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by the above unwarranted. A Trustee or officer is not liable as such to the Trust for any action taken