BY-LAWS OF THE ASSOCIATION OF RODEO COMMITTEES


ARTICLE I.

The name of the association shall be the ASSOCIATION OF RODEO COMMITTEES. The principal office shall be located in Reno, Nevada or such other locations as the board of directors may from time to time designate.

ARTICLE II.

PURPOSE The purpose of the association shall be to establish and maintain uniform policies and procedures of the production of rodeos and to assist association members in all dealings with the organizations composed of professional rodeo athletes. To this end, the association shall, on behalf of the association members:

1. Analyze, compile and disseminate information relative to the laws and regulation of interest to the membership.
2. Collect and disseminate statistics and other information.
3. Promote rodeo production within the various classes and sizes of rodeos.
4. Foster and promote meaningful guidelines and practices for the unification and betterment of all rodeo productions.
5. Engage in any lawful practices which will enhance the efficient and economic production of rodeo and generally inform the public of the scope and character of the association.
6. Negotiate and enter into contract for the production of rodeos with one or more organizations (such as the PRCA) composed of professional rodeo athletes.


ARTICLE III.

MEMBERSHIP

Section I. Regular members. Regular members of the association shall be composed of rodeo committees and producers, or their designated personnel and representatives. Any person, form or entity engaged in the production of a rodeo shall be eligible to become a regular member of the association; provided that membership herein shall be considered a privilege and not a right.

Section 2. Associate Members. An associate shall be composed of any person, firm or corporation interested in the production of rodeos.

Section 3. Meetings. The annual general membership meeting shall be held during the month of December each year. Notice of the time and place of the meeting shall be given to each member at least ten (10) days before the meeting.

Other general membership meetings may be called by a majority of the Board of Directors or by a quorum of the members. The members present at any membership meeting shall constitute a quorum.

Section 4. Voting. Each regular member in good standing shall have one vote on all matters coming before the general membership, with the exception of the election of directors, in which event voting shall be in accordance with Section 2. of Article IV. of these By-Laws. Associate and stock contractor members shall have no vote on matters coming before the general membership.

Section 5. Dues. The association members shall pay annual dues to the association. The Dues of the association shall be $100.00 annually based on the calendar year.

ARTICLE IV.

BOARD OF DIRECTORS

Section 1. General Powers and Duties. The business and property of the association shall be generally managed by the board of directors which shall delegate the day-to-day and ministerial decision making necessary for the normal functioning of the association to an executive director as it sees fit. The board of directors shall function as the general policy making arm of the association and shall work directly with the executive director of the association in promoting the goals of the association. Section 2. Number. Tenure. and Qualifications. There shall be not less than nine nor more than twelve members of the board of directors. The qualifications for membership of the board of directors shall be:

1 - nine directors shall be current or past directors or committee persons of rodeos that are members of this corporation ("Committee Directors");

2 - one director shall be a current or past director of a member or employee of a member rodeo located outside the United States ("International Director");

3 - The immediate past chairman of this corporation shall at his/her option be a member of the board of directors.

The Committee Directors shall be current or past directors or committee persons of rodeos that add the following amounts of money to the rodeo purse in the year of their election to the board of directors:

1 director	Under $10,000
1 director	$10,000 - $24,999
1 director	$25,000 - $49,999
1 director	$50,00 and over
5 at large	from any member rodeo (regardless of purse size)

All members shall be entitled to vote for all directors. Directors, except in some cases the immediate past chairman, shall serve a term of the three years and until his/her successor is elected and qualified. The initial board of di rectors shall hold terms of one, two or three years, based on a random draw. The board of director may employ an executive director, who shall be an ex-officio member of the board of directors and who shall serve for such term as the board may direct.

Section 3. Vacancies. Any vacancy occurring in the board of directors may be filled by the vote of the majority of the remaining directors, even though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 4. Quorum. Four (4) members of the board of director shall constitute a quorum for the transaction of business at any meeting of the board of directors. Unless otherwise required by these By-Laws, the Articles, or Wyoming law, a majority vote s hall be necessary to effectuate board action.

Section 5. Meetings. The annual meeting of the board of directors shall be held immediately following the annual membership meeting each year. The board of directors shall hold at least (2) additional meetings during each year at such time and place as the chairman shall direct. Other special meetings may be called by the executive director or any three (3) directors. At least (5) days notice of the time and place of all meetings shall be given to each director.

Section 6. Sanctions. The board of directors may, from time to time, after proper notice and an opportunity to be heard, impose such sanctions as it deems proper for the best interests of the association upon individual members whenever the lack of sanc tions would create an adverse impact upon the goals of the association.


ARTICLE V.

OFFICERS

Section 1. Number. The officers of the association shall be a chairman, a vice-chairman, and secretary, each of whom shall be elected from the board of directors, and an executive director, if employed by the board of directors.

Section 2. Election and Term of Office. With the exception of the executive director, officers shall be elected by the board of directors at the annual meeting, and each officer shall hold office for a term of one year, or until a successor shall have b een duly elected and qualified.

Section 3. Vacancies. A vacancy in any office may be filled by election at any special meeting of the board of directors. The person elected shall serve for the unexpired term of his/her predecessor.

Section 4. Chairman. The Chairman shall function as the chief executive officer of the association and shall have the general control and management of the association. He may execute, with the executive director, any legal documents on behalf of the as sociation. And, in general, he shall perform all duties incident to the office of chairman and such other duties as may be prescribed by the board of directors from time to time.

Section 5. Vice-Chairman. In the absence of the chairman, the vice-chairman shall perform the duties of the chairman, and, when so acting, shall have the powers of and be subject to all the restrictions upon the chairman. In addition, the vice-chairman shall perform such other duties as from time to time may be assigned to him by the chairman or the board of directors.

Section 6. Secretary. The secretary shall be the custodian of the records of the association, including the minutes of all meeting of the board of directors and of the members. In addition, he shall keep a list of members, including the categories with in which each member may be for purposes of dues and for purposes of electing members of the board of directors. He shall sign with the chairman any legal documents of behalf of the association, and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman or by the board of directors.

Section 7. Executive Director. In the event an executive director is employed by the association, he/she shall serve directly under the chairman and shall perform the day-to-day managerial and ministerial duties of the association, as well as many other duties assigned or delegated to him/her by any of the officers. The treasurer shall have charge and custody of and be responsible for all funds of the association. He/she shall, in cooperation with the chairman prepare an annual budget which s hall be presented to and approved by the board of directors at its annual meeting, or at such other special meeting as may be called for that purpose.

Section 8. Limitations. Any expenditure of funds which would be in excess of ten percent (10%) of the amount budgeted for that expenditure must be approved by the board of directors, provided, however, the chairman shall always be empowered to disburse funds of the association to meet the actual travel expenses of the board or any officer whenever such person or persons are engaged in association business and funds are available to meet such expenses.


ARTICLE VI.

AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the board of directors at any regular or special meeting of the board of directors.