BYLAWS OF AMERICAN COLLEGE OF EQUINE ATTORNEYS, INC.

ARTICLE I

OFFICES

1.1 Principal Office. The principal office of the American College of Equine Attorneys, Inc, (the “College”) in the Commonwealth of Kentucky shall be located in the City of Lexington. The College may have such other offices, either within or without the Commonwealth of Kentucky, as the Board of Directors of the College may deem advisable from time to time.

1.2 Registered Office. The registered office of the College may be, but need not be, identical with its principal office in the Commonwealth of Kentucky. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

CAPITAL, SHARES

2.1 No Capital Shares. The College shall have no capital shares or shareholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit, or property inure to the incorporators thereof, nor to any officer or director thereof, except as otherwise provided in Section (2)(0 of ARTICLE II of the College’s Articles of Incorporation with respect to compensation for services rendered, but the entire gain, profit, net earnings, and property of the College shall be devoted exclusively to the charitable and other uses and purposes set out in ARTICLE II of its Articles of Incorporation.

ARTICLE III

MEMBERSHIP

3.1 Classes of Membership. There shall be five classes of membership in the College. The classes are as follows: Fellows, Associate Members, Student Members, Judges and Honorary Members (collectively “Members”).

3.2 Induction and Membership Fees. Each member shall pay the induction and annual membership fees in an amount and at a time determined by the Board of Directors of the College. The Treasurer or Treasurer’s designee shall mail to each Member a statement of fees due at an appropriate time. No dues or fees shall be refunded to any Fellow whose Membership terminates for any reason, unless such refund is approved by the Board of Directors.

3.3 Rights to Vote and Hold Office. The right to vote and hold office in the College shall be limited to Fellows and shall not include Emeritus Fellows.

3.4 Discipline and Expulsion.

(a) Vote of the Board of Governors of the College. The Board of Directors of the College, by a vote of two-thirds of those present and entitled to vote, may expel from membership, call for the resignation of or otherwise discipline or censure any Member for reasonable cause which include, but is not limited to, misconduct of the Member connected with the College or the profession of the Member or conduct injurious or derogatory to the order, dignity, peace, reputation, interests, purposes or objectives of the College. The issue of discipline and expulsion shall be considered by the Board of Directors upon the request in writing of three Members or upon the request of any member of the Board of Directors at a regular or special meeting of the Board of Directors. A Member charged with such misconduct shall be given written notice of the charges, mailed to the address of the Member appearing on the membership register, and provided an opportunity for a hearing at a time and place designated in the notice, not less than thirty (30) days form the date of the mailing. The Board of Directors may establish a committee of the Board of Directors to conduct such hearing, to investigate the matter, and to report its conclusions to the Board of Directors which may act upon the report without further notice or hearing.

(b) Revocation of License. Any member whose license or right to practice law has been revoked pursuant to disciplinary procedures of any court, bar association, professional organization or other body with the right to do so shall cease to be a Member.

(c) Failure to Pay Membership Fees. Any Member who is more than six (6) months delinquent in the payment of annual membership fees shall be automatically dropped from membership and shall not be eligible for reinstatement until the delinquency has been remedied and unless the Board of Directors shall permit. The Secretary shall notify the Member of the delinquency of payment of fees and rule of termination of Membership by written notice mailed to the address of the Member appearing on the Membership roster, not less than fifteen (15) days prior to the date of termination. The Board of Directors may, for good cause, abate any delinquency in the account of a Member with respect to the period preceding such Member’s election as an Emeritus Fellow.

ARTICLE IV

FELLOWS

4.1 Admission Standards for Fellows. The College honors those professionals whose sustained performance in the practice of their profession exemplifies the highest standards of professionalism and achievement by granting them membership into the College as Fellows. Membership to the College as Fellow shall be restricted to invitation to honor those individuals who have proven to their peers, and to the bar, bench and public, through long, continuous performance related to the practice of equine law, that they possess: (i) the highest professional qualifications and ethical standards; (ii) the highest level of character, integrity, professional expertise and leadership; (iii) a commitment to fostering and furthering the objectives of the College; (iv) sustained, exceptionally high quality professional services to equine clients, bar, bench and public; (v) significant evidence of scholarship, teaching, lecturing, and/or distinguished published writings on equine law and (vi) At least ten (10) years experience as a practicing attorney or, in the case of a non-full time attorney, fifteen (15) years experience, during which a substantial part of such person’s practice was devoted to representation of equine industry clients or clients with equine industry matters.

4.2 Emeritus Fellows. A Fellow who has attained the age of at least seventy (70) years and has been a Fellow for at least five (5) years, who ceases to engage in the active practice of law by reason of retirement, illness, infirmity or other reason satisfactory to the Board of Directors of the College may be admitted to the status of Emeritus Fellow upon application to the Secretary of the College in accordance with such procedure as the Board of Directors may from time to time establish. Emeritus Fellows shall have all rights of Fellows except the right to vote and hold office, but shall not be required to pay dues.

4.3 Posthumous Fellows. Any deceased person who met the qualifications to be a Fellow or was a Fellow may be inducted into the College as a Posthumous Fellow.

4.4 Nomination of a Fellow. A professional eligible for election as a Fellow may be nominated by a committee of Stewards to be established and appointed by the Board of Directors. Stewards shall nominate persons they deem deserving in an application form specified by the Board of Directors of the College from time to time. Such applications shall be forwarded no later than of each calendar year. The Board of Directors may require the payment of a fee in connection with submission of any application.

4.5 Voting. The Fellows of the College shall vote on a person nominated to be a Fellow of the College. Such person shall become a Fellow upon the affirmative vote of two-thirds of the Fellows in attendance at a meeting called for that purpose,

4.6 Induction. The Board of Directors shall extend an invitation to become a Fellow to each nominee who is elected by the Fellows. Unless the Board of Directors determines otherwise, the elected Fellow must be present in person to be inducted into the College at the time and place designated for such induction within two years of election or the election of that Fellow will expire and be voided. Induction shall be at a meeting of the College, or at such other time and place as the Board of Directors may determine to be appropriate.

4.7 Charter Fellows. Notwithstanding any other provision of the Bylaws, the Fellows initially shall be those individuals whose names and addresses are set forth on Schedule 1, attached hereto.

ARTICLE V

ASSOCIATE MEMBERS

5.1 Admission Standards for Associate Members. An Associate Member shall be a licensed attorney or L.L.B in good standing with the appropriate licensing authority whose endeavors in the field meet those standards applicable to Fellows of the College, but whose experience is not of such duration or representation of equine industry clients at such level to qualify.

5.2 Nomination. A person may be nominated for membership to the College as an Associate Member by any Fellow of the College in such form as the Board of Directors may from time to time establish.

ARTICLE VI

JUDICIAL FELLOWS

A Fellow who is elected or appointed to a judicial office becomes, and during incumbency in office continues to be, a Judicial Fellow, with all the rights and privileges of Fellowship except: (a) the right to vote; and (b) the right to hold any office including the office of Board of Director. A Judicial Fellow shall have no obligation to pay dues. A Judicial Fellow who leaves judicial office ceases to be a Judicial Fellow.

ARTICLE VII

HONORARY FELLOWS

The Board of Directors may elect as Honorary Fellows lawyers who are not eligible for election as Fellows but who, by reason of contribution to, and accomplishments in, the profession or in the equine industry, have attained a high degree of respect and eminence in the professional or public service. Election of an Honorary Fellow shall be by two-thirds (2/3) vote of the Board. A nomination for Honorary Fellow may be made by any Fellow in such form as the Board of Directors may from time to time establish. An Honorary Fellow is not eligible to vote at meetings of the College or serve as an officer of the College and is not required to pay dues.

ARTICLE VIII

STUDENT MEMBERS

A Fellow may nominate a law student for admission to the College as a Student Member any student of an accredited school of law who displays an interest in the profession of equine law. Such student shall be admitted into the College as a student member upon completion, submission and approval by the Board of Directors of an application for Student Membership, in such form as the Board of Directors may from time to time establish. A Student member is not eligible to vote at meetings of the College or serve as an officer of the College and is not required to pay dues.

ARTICLE IX

DIRECTORS

9.1 General Powers. The business affairs of the College shall be managed by its Board of Directors.

9.2 Numbers Tenure and Qualifications. The number of directors of the College shall be nine (9), but may be increased or decreased from time to time by amendment to this Section 6.2. The Board of Directors shall include eight (8) Fellows and one (1) Associate Member. Each director shall serve for the term for which elected or until a successor shall be elected and qualified, whichever period is longer Each director shall be elected by the Fellows of the College. The directors need not be residents of the Commonwealth of Kentucky. Each director shall be eligible for re-election.

9.3 Terms of Directors Staggered. The terms of office of the directors shall be staggered in accordance with this Section. The directors shall be divided into three groups. Each group shall consist, as closely as possible, of one-third (113) of the number of all directors. The terms of office of directors of the first group shall expire at the 2003 annual meeting of the Members. The terms of office of directors of the second group shall expire at the 2004 annual meeting of the Members. The terms of office of directors of the third group shall expire at the 2005 annual meeting of the Members. At each annual meeting of the Members thereafter, directors shall be elected for a term of three (3) years to succeed the directors whose terms expire at such meeting.

9.4 Removal and Resignations. At a meeting of the Board of Directors called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the directors then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the College, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

9.5 Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held at such time and place as the President may direct upon at least ten (10) days’ prior notice in writing, given personally, or by mail, telegram or fax to all of the directors of the College for the purpose of electing directors and officers and the transaction of such other business as may properly come before the meeting. The Board of Directors may provide by resolution the time and place, either within or without the Commonwealth of Kentucky, for the holding of regular meetings without other notice than such resolution.

9.6 Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the President of the College, or any two directors of the College. All special meetings of the Board of Directors shall be held at the principal office of the College or such other place as may be specified in the notice of the meeting.

9.7 Notice. Notice of any special meeting shall be given at least two (2) day’s prior thereto by written notice delivered personally or mailed to each director at his business address, or by telegram or fax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by fax, such notice shall be deemed to be delivered when receipt of the fax is confirmed by return fax or other writing signed by the intended recipient. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

9.8 Quorum. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

9.9 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation or these Bylaws.

9.10 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled in the same manner as a vacancy in office for a term of office continuing only until the next general election of directors.

9.11 Compensation. By resolution of the Board of Directors each director may be paid such director’s reasonable expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a reasonable stated annual stipend as director or a reasonable fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the College in any other capacity and receiving reasonable compensation therefor.

9.12 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

9.13 Chairman and Vice Chairman of the Board. The Board of Directors may appoint one of its members as Chairman of the Board of Directors. The Board of Directors may also appoint one of its members as Vice Chairman of the Board of Directors, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him by the Board of Directors.

9.14 Initial Board of Directors. Notwithstanding any other provisions of these Bylaws, the initial Board of Directors shall be as set forth in Article VI of the College’s Articles of Incorporation, and such initial directors shall serve as the College’s directors until the first annual meeting at which directors are elected, or until their successors are otherwise elected and qualified.

ARTICLE X

OFFICERS

10.1 Classes. The officers of the College shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

10.2 Election and Term of Office. The officers of the College shall be elected by the Board of Directors at the first, and thereafter at each annual, meeting of the Board of Directors. If the election of officers shall not be held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until such officer’s successor shall be duly elected or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided.

10.3 Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the College would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the College may resign at any time by giving written notice to the President or Secretary of the College, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

10.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

10.5 Chairman of the Board of Directors. The Chairman of the Board of Directors, if that office be created and filled, may, at the discretion of the Board of Directors, be the chief executive officer of the College and, if such, shall, in general, supervise and control the affairs and business of the College, subject to control by the Board of Directors. The Chairman of the Board shall preside at all meetings of the Board of Directors.

10.6 President. The President shall be the chief executive officer of the College. If no Chairman or Vice Chairman has been appointed, or, in the absence of the Chairman and Vice Chairman, as the case may be, the President shall preside at all meetings of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the College, or shall be required by law to be otherwise signed or executed, The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time, The Board of Directors may confer like powers on any other person or persons.

10.7 Vice President. In the absence of the President, or in the event of his inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to such Vice President by the President or by the Board of Directors.

10.8 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the College; receive and give receipts for monies due and payable to the College from any source whatsoever, and deposit all such monies in the name of the College in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of Section 6.4 hereof; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman of the Board, the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of such Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

10.9 Secretary. The Secretary shall (i) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the seal, if any, of the College; (iv) keep a register of the mailing address of each director; (v) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman of the Board, the President or the Board of Directors.

10.10 Assistant Treasurers and Assistant Secretaries,

(a) The Assistant Treasurer, if that office be created and filled, shall, if required by the Board of Directors, give bond for the faithful discharge of the Assistant Treasurer’s duties in such sum and with such surety as the Board of Directors shall determine.

(b) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman of the Board, the President or the Board of Directors.

10.11 Compensation. The compensation of the officers of the College shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the College; provided, however, if any compensation is paid to any officer of the College, the amount of such compensation shall not exceed such amount as is reasonable under all of the facts and circumstances.

ARTICLE XI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

11.1 Contracts. The Board of Directors may authorize any one or more officers or agents to enter into any contract and execute and deliver any instruments in the name of and on behalf of the College. Such authority may be general or confined to specific instances,

11.2 Loans. No loans shall be contracted on behalf of the College, and no evidences of indebtedness shall be issued in the College’s name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

11.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the College shall be signed by such one or more officers or agents of the College and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

11.4 Deposits. All funds of the College not otherwise employed shall be deposited, from time to time, to the credit of the College in such banks, trust companies and other depositories as the Board of Directors may select.

ARTICLE XII

EXECUTIVE AND OTHER COMMITTEES

12.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members an Executive Committee consisting of at least three (3) directors.

(a) Authority, When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee, and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing these Bylaws, appointing or removing any member of the Executive Committee or any director or officer of the College, amending the Articles of Incorporation, restating the Articles of Incorporation, adopting a plan of merger or consolidation with another College, authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the College, authorizing the voluntary dissolution of the College or a revoking proceedings therefor, adopting a plan for the distribution of the assets of the College, or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee.

(b) Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular meeting of the Board of Directors following such Executive Committee member’s designation and until such Executive Committee member’s successor shall be duly designated and qualified.

(c) Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than one (1) day’s notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the Executive Committee member at such Executive Committee member’s business address, Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any Executive Committee member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

(d) Quorum, A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof. Action of the Executive Committee must be authorized by an affirmative vote of a majority of the Executive Committee members present at a meeting at which a quorum is present.

(e) Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee.

(f) Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors,

(g) Resignations and Removal. Any member of the Executive Committee may be removed at any time, with or without cause, by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the College, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

12.2 Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members such other committees as from time to time it may consider necessary or appropriate to conduct the affairs of the College, each of which committees shall consist of at least two (2) directors of the College. Each such committee shall have such power and authority as the Board of Directors may, from time to time, legally establish for it. The tenure and qualifications of the members of each committee; the time, place and organization of such committee’s meetings; the notice required to call any such meeting; the number of members of each such committee that shall constitute a quorum; the affirmative vote of the committee members required effectively to take action at any meeting at which a quorum is present; the action that any such committee can take without a meeting; the method in which a vacancy among the members of such committee can be filled and the procedures by which resignations and removals of members of such committee shall be acted upon or accomplished shall be fixed by the resolution adopted by the Board of Directors relative to such matters.

ARTICLE XIII

MISCELLANEOUS

13.1 Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws by the vote of a majority of the entire Board of Directors.

13.2 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the College.

13.3 Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the College, the word “SEAL,” and such other information as the Board of Directors may deem advisable.

13.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or Kentucky law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

13.5 Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders, any reference to the singular shall include the plural, and any reference to the plural shall include the singular.

13.6 Severability. If any provision of these Bylaws or its application to any person or circumstances shall be held invalid by a court of competent jurisdiction, the invalidity shall not affect any other provisions or application of these Bylaws that can be given effect without the invalid provision or application, and, to this end, the provisions of these Bylaws are severable.

13.7 Limitations. Notwithstanding any other provision hereof, the College shall take no action contrary to the provisions of ARTICLE H of the College’s Articles of Incorporation, and if at any time the College is a private foundation or private operating foundation as such terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”), then the College shall only act as permitted under the Code without subjecting the College to additional taxes imposed under Subchapter A, Chapter 42, Subtitle D of the Code.