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BYLAWS OF HIGH DESERT RIDERS (As amended September, 2006)

Article I. The name of the club is HIGH DESERT RIDERS.

Article II. Mission Statement/Purpose

A. Mission Statement: The HIGH DESERT RIDERS has been organized as an Equine Club so that members can have fun at equine events, promote equine activities of all kinds, foster involvement with governmental entities where relevant, participate in the design and development of equine trail systems and preserve access to old and new trails, and educate the community on equine health, safety and protocol, all the while treating equines with the care and respect they deserve.

B. Purpose or Goals

1. To have fun with our equines;

2. To develop and protect accessible open spaces and trails;

3. To provide trail rides, parades, education, clinics, shows and other equine activities.

Article III. Membership

A. Types of membership

1. Individual Membership. Any individual may apply for an individual membership with the payment of annual dues.

2. Family Membership. Any family of two or more individuals living at the same address may apply for a family membership with the payment of annual dues.

3. Sponsorship Membership. A sponsoring membership pays added dues, can be an individual or a business, and shall have special rights such as business-card-sized free advertisement in each club newsletter.

4. Dues as established annually by the Board of Directors, shall be payable the first of January each year.

5. The membership year will be January 1 through December 31.

6. Membership dues received in the last quarter of the year shall be effective through the following calendar year.

B. Voting

1. Individual members are entitled to one (1) vote at any general meeting.

2. Family memberships are entitled to two (2) votes at any general meeting provided two members of that family are present.

3. Sponsoring members are entitled to two (2) votes at any general meeting.

4. All of the above considered, no membership entity or its representative(s) may cast more than two (2) votes at any general meeting or at any election.

5. The President shall be able to vote: a) to break a tie vote in a Board or general membership meeting; b) to force a tie if his/her vote would result in a tie vote; or c) the vote is taken by ballot in a general membership election.

6. Phone votes are permitted at Board of Directors meetings when such meetings do not constitute a quorum.

C. Termination of Membership

1. Membership is non-transferable.

2. A member acting in a manner contrary to the purposes and/or goals of the HIGH DESERT RIDERS may be suspended or expelled by a three-quarters majority vote of the membership present, provided notice in writing shall have first been given to members of the Board of Directors and to the member who is the subject of the proposed action at least fifteen (15) days prior to the general meeting where the case is to be considered. The member in question shall have an opportunity to be heard, orally or in writing, by the general membership at that meeting prior to the vote being taken.

3. Any member who is so suspended or expelled will be entitled to receive a pro-rata refund of dues paid for the current year.

Article IV. Finances

A. All monies collected shall be deposited in a financial institution approved by the Board of Directors.

B. The financial year shall be from January 1 through December 31 each calendar year.

C. The financial books of the club shall be established and maintained according to accepted practice for such clubs and shall be reviewed annually by an auditor or by a committee appointed by the Board of Directors. Said person(s) may be members or nonmembers at the discretion of the Board of Directors. The findings are to be outlined in a report and presented to the Board and General Membership during the first quarter of the following year. The spirit of this report is to determine the security of the club funds, adequacy of record keeping procedures and to improve the Treasurer’s performance where indicated.

D. A treasurer’s report shall be presented at each meeting of the Board of Directors accounting for all club funds.

Article V. Board of Directors and Officers

A. Board of Directors and Officers

1. The Board of Directors will conduct the business and oversee the

general operation of the club.

2. The Board of Directors shall consist of seven (7) individuals who are members of the club, elected by the membership and shall serve a term of two (2) years.

3. The positions of President, Secretary, Additional Director #1 and Additional Director #2 will be up for election in even-numbered years, while the positions of Vice-President, Treasurer and Sergeant-at-Arms will be up for election in odd-numbered years. Staggering the terms in this fashion is intended to promote continuity within the board from year to year.

4. Election for Board Members shall be held annually in November at the general meeting. A nominating committee shall be formed from the membership during the September meeting to propose a slate from the membership for the positions open for that year to be presented to the general membership at the October meeting. Nominations from the general membership for additional candidates at either the October or the November general meetings will be accepted. The Nominating Committee will conduct the election at the November general meeting and will present the results at that meeting. The election will take place by paper ballot; if no single candidate receives a majority of the votes, there will be a runoff ballot between the top two candidates.

5. If a Board member is unable to complete his or her term, the Board may appoint a temporary director to serve ninety (90) days, at which time the membership shall vote to fill this vacancy. The temporary officer may run for said vacancy along with any other nominations. In the event of a Presidential vacancy, the Vice President assumes the Presidential responsibilities until an election takes place within ninety days. Any member in good standing, including the VP (temporary Pres), may run for the office of President.

6. The Officers of the club shall be President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms. The Board of Directors includes these five officers plus two Additional Directors, #1 and #2. All newly elected board members assume their new responsibilities on January 1.

7. The President shall be the chief executive officer of the club and with the advice and consent of the Board of Directors, shall have general supervision, direction and control for the day-to-day business of the club. The President shall preside over and call meetings of the club and the Board of Directors, and shall, with the Treasurer, sign all contracts authorized by the club Board of Directors.

8. The Vice-President shall perform all the duties of the President in the absence or disability of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-president shall have such other powers and perform such other duties as may be prescribed by the President and the Board of Directors.

9. The Secretary shall be responsible for the minutes and agendas of all membership meetings, specified special meetings, and Board of Directors’ meetings and shall keep a current roster of members, Directors and Committees, and make such rosters available to any member upon request. The Secretary shall also be available to help the President prepare and distribute meeting agendas if the President so requests.

10. The Treasurer shall have custody of all monies of the club and maintain the financial accounts, disburse funds, maintain a receipt file, provide monthly summaries of the treasury funds at Board and general meetings, and present the annual financial review for the preceding year at a general meeting in the first quarter of the calendar year. The Board of Directors shall approve special and unusual expenditures before they are paid. All checks shall have two of the following three signatures: Treasurer, President, and/or Vice-President.

11. The Sergeant-at-Arms will be charged with order keeping at all meetings and will assist and advise the President on Parliamentary Procedure and club bylaw compliance issues.

12. Any member of the Board of Directors may be removed from office by a three-fourths vote of the membership present at any general meeting. See section VI-C-4 for specific procedures regarding this provision.

13. If a member of the Board of Directors cannot complete his or her term, a signed and dated letter of resignation should be turned into the Board.

14. Failure to attend three consecutive regularly scheduled board or general membership meetings without an approved excuse (approval issued by President or Vice-President) will make board member subject to review for removal from office by a three-quarters vote of membership present at any general meeting. The vote will take place at the next regularly scheduled general meeting after a full fifteen (15) days’ written notice has been given to both membership and the affected Board Member.

Article VI. Meetings

A. All meetings of this club shall be conducted in accordance with Robert’s Rules of Order, most recent edition, except as otherwise provided for in these by-laws.

B. General Membership

1. At least ten (10) general membership meetings will be held annually for the purpose of conducting the business of the club.

2. The President will set agendas for meetings to include the recommendations of the Board of Directors and will publish the agendas no later than 24 hours before the general membership meetings.

3. The annual meeting of the membership shall be held in the month of November. The purpose of this meeting will be the election of those respective Board positions which are up for election, and to transact necessary business of the club. At least twenty-five (25) days written notice of this meeting shall be given to the members.

4. Emergency or special meetings of the membership may be called for a specific purpose at any time on petition to the President and signed by 25% of the members or at least 50% of the Board of Directors. The members shall be informed in advance at least seven (7) days’ notice in writing or by email or both.

5. Quorum for Membership Meetings. At any meeting of the membership held in accordance with the foregoing provisions as to notice, the members attending such meeting shall constitute a quorum for all purposes. Absentee ballots and proxy votes are not accepted at general membership meetings.

C. Board of Directors

1. The Board of Directors shall meet before each membership meeting at the call of the President or as regularly scheduled.

2. Quorum for Board of Directors Meeting. Four (4) Board members present will constitute a quorum.

3. Special meetings of the Board of Directors may be called by the President, or by five (5) Board members requesting that the President call a meeting. Also, meetings may be called by 25% of the members. Notice will be given to each Board member of said meeting.

4. Any Board member may be removed from the Board by a vote of three-fourths of general membership at a general membership meeting, provided notice in writing to each such member shall have been given by the club at least twenty-five (25) days prior to the meeting. In general, the removal resolution will be presented at one general meeting, and the vote will take place at the next. No absentee or proxy ballots/votes will be accepted.

5. Meetings of the Board of Directors are open to all members to audit; comments and opinions are welcome unless in the opinion of the President, the meeting is being unduly disrupted or delayed by such comments and opinions.

6. Minutes shall be taken at all meetings, made available for publication, and maintained in corporate books.

D. Committee Meetings

1. The Board recognizes the need for standing committees and temporary special committees.

2. The standing committees shall include but not be limited to: Trail Riding, Trails and Open Space, Government Affairs, Events and Activities, Public Relations and Membership.

3. These committees shall set their own meeting agendas, shall choose a committee head from the members who volunteer to serve on the committee, and shall set their meeting times and frequencies as they see fit. Committee heads shall inform the president at least monthly of their status.

Article VII. Amendment of By-Laws

These By-laws may be altered or amended at any regular meeting or any special meeting of the club by a simple majority of the members present at such meeting, provided a written notice is first given at least twenty-five (25) days prior to the meeting of such intention to alter or amend. Such proposals of change must be set forth in detail in this written notice.

Article VIII. Dissolution of Club

Any proposal to dissolve the club must be approved unanimously by the Board of Directors; followed by at least a twenty-five (25) day written notice to the general membership of a planned vote to dissolve the club, which vote will be taken at the next regularly scheduled general membership meeting which occurs after the necessary notice period. Dissolution will then take place upon a three-fourths majority vote to do so, this majority being based on members in attendance only.