BYLAWS OF THE NEW JERSEY THOROUGHBRED HORSEMEN'S ASSOCIATION, INC.

ARTICLE I ‑ NAME, DEFINITIONS, PURPOSE

Section 1. NAME.

This Association shall be known as the New Jersey Thoroughbred Horseman’s Association, Inc., a non‑profit corporation acting under and by virtue of a charter granted by the State of New Jersey.

Section 2. DEFINITIONS.

As used in these Bylaws:

a. “Association” shall mean the New Jersey Thoroughbred Horseman’s Association, Inc.

b. “Board of Directors” and “Board” shall mean the Board of Directors of New Jersey Thoroughbred Horseman’s Association Inc.

c. “Horse” shall mean a thoroughbred racehorse two (2) years of age or older (under the Rules of Racing) which has not been retired from racing.

d. In these Bylaws, where applicable, the singular shall be deemed to include the plural and the masculine shall be deemed to include the feminine.

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Section 3. PURPOSE.

a. A primary purpose of the Association is to improve backstretch conditions and aid horsemen and horsemen’s employees.

b. To foster, promote and otherwise encourage a healthier economic climate and a higher level of public acceptance of the thoroughbred horse industry in the State of New Jersey and better relations among its participants.

c. To give financial assistance and aid for the care, medical attention, hospitalization, funeral and burial of:

1. Members and licensed stable employees of Members while at race tracks and training facilities approved by the New Jersey Racing Commission.

2. Worthy former Members and former stable employees of Members who, because of age, disability, etc., have become incapable of self support;

d. To work for the improvement of living and working conditions for the employees of Members; to provide retirement benefits for those who have devoted a significant portion of their working careers caring for horses at New Jersey race tracks; to make available support programs for religious, social or health needs (including chemical dependency).

e. To protect the safety of Members, their stable personnel and their horses; to work with racetrack management to ensure acceptable training and stable area conditions, proper emergency procedures, responsible vanning service and reasonable stabling schedules.

f. To represent the interests and property rights of its Members in any matters with any racing association, jockeys organization or any other industry related organization regarding, but not limited to, purse structure and distribution, off‑track betting, simulcasting, television rights, interest generated on Member’s monies, jockey’s fees and any contracts involving horsemen’s interests.

g. To represent the general interest of its Members in any matters with any local, state or federal government and any agency thereof and any racing commission.

h. To inform and educate its Members and other segments of the horse industry and to foster a better understanding of the horse industry by the horse racing community; to arrange for publications, seminars and any other activities or services which will achieve such purpose.

i To otherwise assist its Members in any matters affecting their interests in thoroughbred racing in New Jersey.

ARTICLE II ‑ OFFICES

Section 1. PRINCIPAL OFFICE.

The principal office of the Association in the State of New Jersey shall be located in West Long Branch or at any other place or places as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES.

The Association may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Association may require.

ARTICLE III ‑ MEMBERSHIP

Section 1. ELIGIBILITY.

Any owner or fractional owner or trainer of a thoroughbred racehorse who is required to be and is currently licensed as such by the New Jersey Racing Commission shall be eligible for membership in the Association. Any person who is a member of a partnership, corporation or other association, which is so licensed, shall likewise be eligible for membership. To be eligible for initial membership, the licensee must be in good standing with the New Jersey Racing Commission.

Section 2. MEMBERSHIP.

Any person or entity eligible for membership in the Association shall become a member at such time as such person, the entity through which eligibility for membership is established, shall start a thoroughbred horse in a qualifying race (which is a race on which pari‑mutuel wagering is authorized), unless the Association is notified in writing that such a person or entity does not desire to be a member.

Section 3. MEMBERSHIP AND PRIVILEGES.

Membership in the Association shall entitle such persons to all benefits to which members of the Association are entitled, including the right to attend and participate in all regular and special general meetings and the right to one (1) vote in any Association election.

Section 4. DUTIES OF MEMBERSHIP.

a. It shall be the duty of every member of the Association to conduct himself at all times in such manner as to merit the respect of the public and to act at all times in the best interests of the Association election.

b. Every member of the Association, by accepting the benefits thereof, agrees to abide by the Bylaws of the Association.

c. The Association may collect dues from each member. These dues may be used for expenditures deemed necessary by the Association that are in excess of the regulatory and judicial limitations placed upon trust fund monies. Dues may be collected from the Horseman’s Bookkeeper Account for a specific member if expressly approved in writing by that specific member.

Section 5. TENURE OF MEMBERSHIP.

a. Association Tenure. A member of the Association shall remain as such, so long as such member, is a licensed owner or trainer of a thoroughbred race horse and until the close of the calendar year (the “grace year”) following the last calendar year during which such member started such a horse in a qualifying race; however, a member’s membership status shall not be lost during the “grace year” as herein provided even though the member’s license may lapse.

b. Resignation. A member may resign from the Association by delivering a written resignation to the principal place of business of the Association.

c. Suspension or Expulsion. A member of the Association may be suspended or expelled from membership in the Association by a majority vote of the Board of Directors, following a hearing, for violation of any provision of the Bylaws or for illegal, unethical or unsportsmanlike conduct, or for failure to remain in good standing in accordance with the rules of racing adopted by the State of New Jersey. The member shall be given reasonable notice of such hearing. The member shall have the right to be heard in person or by counsel and to introduce evidence on behalf of such member. While the Association suspends a member, the Association will provide no benefits of membership to such person. Any officer or Director of the Association may be suspended or removed from office in the Association by a majority vote of the Board of Directors, following a hearing, for violation of any provision of the Bylaws, or for any other cause or reason deemed detrimental to the best interests of the Association.

ARTICLE IV ‑ ELECTIONS AND VOTING

Section 1. SUPERVISION OF ELECTIONS.

An Election Committee of three (3) members shall be appointed by the President with the advice and consent of the Board of Directors no less than sixty (60) days before the first Nominating Meeting. The three members appointed to the Election Committee shall be neither members of the Board nor candidates for any offices. The Election Committee shall send out the approved election materials as set forth herein.

Section 2. ELECTIONS.

Following the next Election, an election shall be held every three (3) years to elect officers and directors who shall hold office during their term and until their successors are elected.

Elections shall be held every third year at such time as the Board of Directors determines.

Association staff shall certify an estimate of election costs, which must be included in an annual budget, to the New Jersey Racing Commission and obtain the Commission’s approval. Association staff shall notify the Racing Commission immediately if the actual costs of the election procedure exceed the estimated costs by 10% or more.

At least sixty (60) days before the general nominating meeting called for the purpose of receiving nominations for President and Directors, the President, with the advice and consent of the Board, shall appoint a Nominating Committee consisting of no less than three (3) members. The Nominating Committee shall hold one or more general nominating meetings to receive nominations from the floor.

All nominations must be made from the floor at a general nominating meeting. The nominations shall be recorded by a representative of the independent auditor engaged to handle the election process. A representative of the Racing Commission shall also be invited to attend any such meeting where nominations are made or received.

There shall be at least one general nominating meeting at a track considered to be a major track. There must be at least fifty (50) members of the Association present at said meeting to constitute a quorum. Those members present shall sign a list evidencing their presence. A nomination from the floor will be accepted if it receives the endorsement of not less than three (3) Members present at the meeting, including the nominator and two (2) seconds.

Section 3. CANDIDATES AND ELECTIONEERING.

The independent accounting firm shall notify each candidate of his nomination by certified mail as soon after the nominating meeting as possible. Within fifteen days of the mailing date of each candidate’s notice of his nomination for office, said candidate shall complete and mail to the independent accounting firm’s office an Affidavit furnished by the Association Office. This “Affidavit furnished by the Association Office” and all biographical and policy statements must be provided to the Racing Commission staff at the same time the material is provided to the nominees. The Affidavit shall require, inter alia, the candidate to swear that:

a. He fulfills the requirements for eligibility for office as provided in this Article;

b. He has read the requirements of these Bylaws respecting elections and candidates, agrees to be bound by them, and any decision of the Board in regard thereto;

c. He will run for office, serve if elected and remain eligible for any office to which elected.

A candidate for office may also mail to the independent accountant with his affidavit a biographical and policy statement of not more than three hundred (300) words within the same time limits required for his affidavit. The independent accountant shall issue the statement as the candidate’s official statement.

A candidate may run for President and for Director at the same time.

All protests to a candidate or an election shall be sent by certified mail to the independent accounting firm. The accounting firm shall immediately forward any protest to the Racing Commission by fax and overnight mail. All protests shall be resolved by the Racing Commission upon notice to the THA.

No protest of a candidate or an election may be postmarked after the expiration of seven (7) days following an election. Protests against the continued eligibility of elected Officers or Directors to served must be in writing, postmarked and mailed within seven (7) days following the discovery of facts supporting said protest. The burden shall be upon the protestant to prove that his protest is timely. Each protest shall contain a complete and definite statement of the acts, which constitute the alleged violation. The maker must be prepared to substantiate the protest by personal testimony at a hearing or by a sworn testimony, witnesses or other evidence.

All expenses of any kind whatsoever incurred by Protestants or those accused of violating any election rules shall be assumed and paid personally by said persons. No expenses of any kind will be assumed or paid by the Association on behalf of any candidate for office or protestant.

An elected candidate shall take office seven (7) calendar days after his election. The lodging of a protest of an election or a candidate shall not affect the status of an elected Office or Director until a hearing has been held in accordance with the Bylaws.

Section 4. MANNER OF VOTING.

Voting shall be by secret ballot. The Association shall engage an independent qualified accounting firm to assemble, mail, deliver and receive ballots. Not less than thirty (30) and not more than forty‑five (45) days prior to an election, the Association shall mail in an envelope bearing the return address of the independent accountants, the following to the last known address of each owner and trainer who is qualified to vote:

a. A ballot;

b. An unmarked envelope capable of being sealed;

c. The approved biographical and policy statement of each candidate;

d. A return envelope, which shall have a space in the upper left‑hand corner for the signature and the typed, or printed name of the member and which shall have the word “Ballot” appearing on its face. Said return envelope shall be postage paid or shall be marked to indicate that the Association will pay the postage. Completed ballots shall be returned to the accounting firm. As a result, the postage-paid, return envelops mailed to the membership shall bear the address of the accounting firm.

Prior to mailing, the THA shall provide copies of all ballots and materials sent to the voting membership to the Racing Commission.

The Association Secretary or other duly authorized Association representative shall present in person the same material to any member who requests the same in person on the ground that he has not received it by mail. The member shall be required to sign a receipt indicating that he has received the material.

A member shall vote by marking his ballot, enclosing and sealing it in the unmarked envelope, enclosing and sealing that envelope in the return envelope, making certain that his name is printed or typed in the upper left‑hand corner, signing in the upper left‑hand corner and personally posting the envelope. No envelope may contain more than one inner envelope and ballot. Failure to enclose a ballot in the unmarked envelope shall not, in and of itself, constitute a ground for voiding said ballot.

All ballots, which are received prior to the close of business on the day named for the election, shall have the date and time of receipt noted thereon. Ballots shall be checked against the list of eligible voters in the Association and shall be counted. All ballots, envelopes and tally sheets shall be sealed and retained for a period of not less than thirty (30) days or, in the event of a protest, until the final determination of the protest. In the event of duplicate voting, only the latest ballot received shall be counted. No sealed envelope shall contain more than one ballot and if more than one ballot is contained therein, the entire contents of the envelope shall be voided.

Section 5. OTHER ORGANIZATION - CONFLICT OF INTEREST.

A person who is an officer or director of, or employed by a Racing Association, Racing Commission or other organization involving racing which is in any way competitive with the Association, also including any owner of a beneficial interest in any business operated at a race track, may not be put on the ballot as a candidate for President or Director, and participation in such organization shall be deemed a conflict of interest.

Section 6. ELECTION OF BOARD OF DIRECTORS.

The Association members shall elect the Board of Directors. Five (5) Directors shall be owners‑only and five (5) Directors shall be trainers or owner trainers. No person shall be eligible for nomination or to serve as Director unless:

a. He has been a member in good standing in the Association as defined in Sections 1 and 2 of Article III for at least fifty per cent (50%) of the racing season in New Jersey during the year immediately preceding the date of his nomination.

b. He is a member as defined herein, on the date of his nomination, and remains eligible as such, at all times thereafter.

c. He has started a horse or horses a minimum of five (5) times in New Jersey in races on which pari‑mutuel wagering takes place in the two (2) years immediately preceding the date of his nomination.

No person shall be eligible to run or be put on the ballot as an owner‑only unless he has raced in New Jersey as an owner and has started a horse or horses in at least five (5) races on which pari‑mutuel wagering which take place in New Jersey during each of the two (2) years immediately preceding the date of his nomination.

No person shall be eligible to run or be put on the ballot as a trainer or owner‑trainer unless he has raced in New Jersey as a trainer or owner‑trainer and has started a horse or horses in at least five (5) times in races on which pari‑mutuel wagering takes place run in New Jersey during (2) years immediately preceding the date of his nomination.

The “year immediately preceding” shall mean the 365 days immediately preceding the date of his nomination.

The term “Racing Season” means the number of days of racing (excluding overlapping days) in New Jersey in a calendar year.

Naming that Director candidate that received the next highest vote in the election in the appropriate classification shall fill vacancies on the Board other than President.

Section 7. ELECTION OF PRESIDENT.

The Association members shall elect the President. No person shall

be eligible for nomination or to serve as President unless:

a. He has been a member in good standing in the Association as defined in Article III for at least fifty per cent (50%) of the racing season in New Jersey during each of the three (3) years immediately preceding the date of his nomination.

b. He has been licensed as an owner or trainer or owner‑trainer in New Jersey for at least fifty percent (50%) of the racing seasons in New Jersey during each of the three (3) years immediately preceding the date of his nomination.

c. He has owned or trained horses in New Jersey and has started a horse or horses in at least five (5) times in races on which pari‑mutuel wagering takes place during each of the three (3) years immediately preceding the date of his nomination.

d. He is an owner or trainer or owner/trainer, as defined herein, on the date of his nomination.

e . The term “three years” means the 1,095 days immediately preceding the date of nomination as a candidate.

Section 8. ELECTION OF VICE‑PRESIDENT(S).

The Board of Directors may, in its discretion, elect one or two Vice Presidents from among its owners, trainers or owner‑trainers. The Board shall designate the number of Vice Presidents and the order of precedence. In case of the resignation, disability or death of the President, the Vice President (if there is only one) or the First Vice President (if there are more than one) automatically becomes President for the unexpired term. The Second Vice President then becomes First Vice President. A candidate for Vice President need not fulfill the eligibility requirements for President.

ARTICLE V ‑ ASSOCIATION OFFICERS AND DIRECTORS

Section 1. BOARD OF DIRECTORS.

Composition. The Association shall have a Board of Directors composed of the President and ten (10) members of the Association at least one of whom shall be a Vice President. Members of the Board shall serve three (3) year terms and until their successors have been duly elected and seated. To be eligible for Board membership, one must possess a license issued by the New Jersey Racing Commission and be in good standing. No Director may serve more than two consecutive terms.

All meetings of the Board of Directors at which any action is taken shall be open to its membership and the public. The Board may enter into a closed session for a portion of the meeting only under the circumstances set forth in the Open Public Meeting Act, N.J.S.A. 10:4-12.

If any Member of the Board has died or is absent at three (3) consecutive regular Board meetings, his position on the Board may be declared vacant by the Board and a vacancy on the Board, regardless of how it occurs, shall be filled by naming that Board candidate who received the next highest vote in the last election, owner replacing owner and trainer replacing trainer. If there is no available alternate, the vacancy shall be filled by the majority vote of the Board.

Neither the President nor any of the Directors may receive any monetary compensation from the Association, but expenses may be reimbursed as permitted by these Bylaws, Travel-Guidelines, Resolutions of the Board of Directors and as authorized by law.

Meetings; Quorum. Six (6) members of the Board shall constitute a quorum for the conduct of business, but a lesser number may adjourn a meeting from time to time pending attendance of a quorum. The President shall be entitled to vote as a member of the Board. Proxies shall not be permitted or accepted.

The first owner alternate and first trainer alternate shall be invited to attend each meeting of the Board of Directors. If an owner or trainer member of the Board is absent, the first alternate shall sit as a member of the Board, owner alternate replacing owner member of the Board and trainer alternate replacing trainer member of the Board, and be entitled to vote.

The Board shall hold at least six (6) Board meetings per year and such additional meetings as the welfare of the Association may require. Meetings shall be held within the State of New Jersey at such places, as the President shall direct; meetings shall be

scheduled so as to be convenient for Board members and invited guests.

a. Responsibilities. The Board shall supervise all affairs of the Association subject to the Articles of Incorporation and Bylaws of the Association.

b. Liaison and Membership. The Board of Directors shall, by means of newsletter or other appropriate means, maintain close liaison with the membership of the Association and keep the membership fully informed concerning all Association business, its own deliberations and all other matters of interest to horsemen.

Section 2. PRESIDENT.

The President shall be the principal executive officer of the Association. He shall preside at meetings of the Membership and of the Board of Directors and shall be ex‑officio a member of all committees that may, from time to time, be constituted by the Board of Directors. He shall execute any deed, mortgage, bond, contract or other instrument which the Board of Directors has authorized to be executed, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association or shall be required by law to be otherwise executed; and in general shall 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 president shall call at least one (1) general membership meeting and six (6) Board meetings per year and such additional meetings as the welfare of the Association may require. He shall, upon written petition of three (3) or more members of the Board of Directors, call a meeting of the Board of Directors; call a meeting of the Board within six (6) days if a race meet is in progress and within twenty‑one (21) days if no race meet is in progress. The president shall, upon written petition of fifty (50) or more members of the Association, call a general membership meeting of the Association within twenty‑one (21) days. A petition for a general membership meeting must state the primary purpose or issues or purpose of the meeting arose. This shall not prevent the consideration of other issues at the meeting. Decisions, recommendations and resolutions passed at general meetings are advisory in nature.

The President shall appoint the Secretary and Treasurer or Secretary‑Treasurer, if the office is combined, and all other employees of the Association, with the advice and consent of the Board of Directors.

Section 3. VICE‑PRESIDENT.

In the absence of the president, or in the event of a vacancy in such office, the vice‑president (or in the event there be more than one vice‑president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) 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; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. The Board of directors may designate one or more vice‑presidents as a vice‑president for particular areas of responsibility.

Section 4. SECRETARY.

The secretary shall (a) keep the minutes of the proceedings of the Members, the Board of Directors and committees of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Association records and

of the seal of the Association; (d) maintain and keep current a register of the post office address of each member; and (e) in general, perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. One person may hold the office of Secretary‑Treasurer.

Section 5. TREASURER.

The Treasurer shall have the custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the association.

If required by the Board of Directors, he shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the

Association in case of his death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Association.

Section 6. EXECUTIVE DIRECTOR.

The President, with the advice and consent of the Board of Directors, may employ an Executive Director. He shall not be a member of the Board of Directors. He shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time. The Board of Directors shall determine whether the person hired as Executive Director shall post a $10,000 bond prior to assuming his position. The Board of Directors shall be responsible for supervision of Association employees, including the Executive Director, to ensure compliance with these bylaws, administrative rules, settlement agreements and the laws of this State.

Section 7. EMPLOYEES

In any given year, raises in staff salaries shall not exceed any cost of living changes in the prior year plus 3% unless any such salary increase is first approved by the Association Board and then approved by the New Jersey Racing Commission.

Section 8. COMMITTEES.

There shall be standing committees as follows:

a. The Board of Directors shall choose three (3) of its members to serve as a Finance Committee. The Finance Committee shall approve all bills of the Association before payment except for good cause and in those cases where prior approval is impractical. It shall cooperate with and assist the Secretary‑Treasurer so that all bills can be paid on or before their due date. It shall supervise the financial affairs of the Association, the issuance of checks, the collection of receipts and the keeping of proper records relating thereto by the Secretary‑Treasurer. It shall also recommend an independent Certified Public Accountant, for approval by the Board, who shall perform annual audit and render an appropriate annual report accordingly, together with attending to the preparation and filing of required tax returns and official reports.

b. There shall be an Election Committee as provided hereinabove.

c. The president may appoint an Advisory Committee with the advice and consent of the Board of Directors. The Advisory Committee shall consist of owners, trainers and/or owners‑trainers who are not members of the Board. Members of the Advisory Committee shall attend meetings of the Board whenever possible. It shall have no vote at meetings of the Board.

d. The president shall appoint a Backstretch Committee with the advice and consent of the Board of Directors. It shall consist of three (3) members. It shall be responsible for the improvement of backstretch conditions and facilities, which shall include living quarters, sanitation, restaurants or kitchens, and recreational facilities.

e. The president shall appoint a Benevolence Committee with the advice and consent of the Board of Directors. It shall be responsible for the development and promotion of every aspect of the various Benevolence Programs undertaken, funded and administered by the Association.

f. The president shall appoint with the advice and consent of the Board such additional standings or special committees as the needs of the Association may dictate and the Board may create.

Section 9. ANNUAL FINANCIAL REPORT.

The president or other executive officer of the Association or other person or organization authorized by the Board of Directors shall prepare or cause to be prepared semi‑annually or more often a full and correct financial statement of affairs of the Association, including a balance sheet and a statement of the results of operations for the period covered by the report. Any member shall have the right to examine such report at an office of the Association any time during normal business hours. A summary of such report shall be furnished to each Member annually.

ARTICLE VII - EXPENDITURES

Section 1. ATTORNEYS’ FEES.

a. The payment of attorneys’ fees shall be limited to those legal services that are reasonably related to programs designed to benefit all thoroughbred horsemen in New Jersey and critical issues of importance to all of its membership; and

b. Attorneys’ fees shall be limited to an annual maximum identified in the Association’s annual budget to the extent approved by the New Jersey Racing Commission, which payment of fees shall be at a reasonable hourly rate.

c. The Board of Directors shall require any attorney it utilizes to submit detailed, itemized billings prior to payment.

d. The Association shall not pay an attorney to attend meetings, conferences or events as a representative of the NJTHA when such representation can be appropriately handled by a NJTHA officer, director, employee or member. Payment for the presence of an attorney at such meetings, conferences or events may be considered only if there exists a reasonable probability that legal issues will be discussed to the extent that representation by an attorney is appropriate.

e. Attorneys’ fees and legal costs shall be paid consistent with the budgets approved by the New Jersey Racing Commission unless the New Jersey Racing Commission approves payment outside of the approved budgets.

f. If, in any calendar year, the Board of Directors believe that the payment of attorneys’ fees in excess of the budget approved by the New Jersey Racing Commission would result in a reasonable benefit to a majority of the persons who participate in thoroughbred racing in New Jersey, it may seek the Commission’s approval to exceed the budgeted amount. Such approval shall be sought prior to any payment of attorneys’ fees in excess of the amount identified in the budget that was approved by the Commission.

h. The Board of Directors shall not be required to obtain the approval of the New Jersey Racing Commission for the payment of attorneys’ fees that exceed the approved budgets when such attorneys’ fees arise out of civil litigation against the Commission. Under such circumstances, the Association shall obtain court approval of the attorneys’ fees in excess of the approved budgets that arise out of civil litigation against the Commission.

Section 2. NO FEES FOR SERVICES.

No director or officer of the Association shall receive compensation from the Association for any service performed for or on behalf of the Association. No member of the NJTHA may provide goods or services to the NJTHA for a fee if he has any other business relationship with a member of the NJTHA’s Board of Directors. Any such member may provide goods or services to the NJTHA for a fee if he first eliminates the existing conflict of interest before providing goods and services to the NJTHA.

Section 3. NO PERSONAL GAIN.

No member, director, officer or employee of the Association shall accept or offer to others any services, gifts or other benefit procured with Association monies unless those services, gifts or benefits are made equally available to all members of the Association. Any member, director, officer or employee of the Association who accepts or offers to others any such services, gifts or other benefit shall reimburse the Association and his membership and employment, where applicable, shall be immediately terminated by the Board of Directors.

Section 4. ESTIMATED QUOTATION OF COSTS.

In purchasing services, including equipment and goods, which may exceed a total of $2,500, the Board of Directors or staff shall obtain an estimated quotation of costs from at least three qualified persons or entities that provide such services, equipment or goods. The Association shall utilize the person or entity which submits the bid, after reasonable opportunity for negotiation, that will be most advantageous to the Association once price, experience and other factors are considered. The Association shall not utilize the services of relatives of NJTHA officers, directors or employees unless first approved by the Board of Directors and then by the New Jersey Racing Commission.

Section 5. INDEPENDENT CONTRACTORS AND CONSULTANTS .

The Association shall pay all independent contractors and consultants consistent with the budgets approved by the New Jersey Racing Commission unless the New Jersey Racing Commission approves payment outside of the approved budgets.

Section 6. BARTER AND TRADE AGREEMENTS.

The Association shall not enter into any barter or trade arrangement unless the arrangement is first approved by the Board of Directors and then by the New Jersey Racing Commission.

Section 7. TRAVEL

Any director, officer, member or employee of the Association who is required to travel for Association business shall comply with the Association’s Travel-Related Expense Guidelines. No director, officer, or member shall be paid for the cost of traveling to a Board meeting or a Membership meeting. All travel costs shall be paid consistent with the budgets approved by the New Jersey Racing Commission unless the New Jersey Racing Commission approves payment outside of the approved budgets.

Section 8. POLITICAL CONTRIBUTIONS AND LOBBYING COSTS

The Association shall not engage in other spending which would jeopardize its status as a §501(c)(6) organization. The NJTHA may utilize up to a total of 10% of the interest earned in the Horsemen’s Bookkeeper’s Interest Fund principal in a calender year for political contributions, legislation and lobbying costs. Additionally, the NJTHA may utilize funds consistent with the budgets approved by the New Jersey Racing Commission for political contributions, legislation and lobbying costs. However, the cost of a lobbyist who is considered Association staff or an employee may only be paid with monies received in excess of the statutory percentage the NJTHA receives from gross purses provided that monies to be used for such purpose are included in a budget reviewed by the New Jersey Racing Commission and are expended for a public purpose.

ARTICLE VIII ‑ CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS.

The Board of Directors may authorize the president to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2. CHECKS AND DRAFTS.

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the president and secretary or treasurer of the Association and in such manner as shall from time

to time be determined by the Board of Directors.

Section 3. DEPOSITS.

All funds of the Association not otherwise employed in the ordinary course of business shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may designate. The moneys of the Association shall be deposited in interest bearing accounts or savings certificates at such banks or depositories as may from time to time be designated by the Board of Directors or invested in such bonds, securities or investment as may be authorized by the vote of a majority of the directors attending any meeting of which a quorum of directors is present and shall be subject to check as designated by the Board of Directors. Such income may be deposited, pending disposition, in such checking accounts as the Board of Directors may authorize from time to time. Disposition of the principal amount of such deposits or investments may be authorized only by the affirmative vote of a majority of the directors at a meeting where a quorum is present. No funds of the Association may be distributed except for the purposes, and subject to the restrictions, set forth in the charter.

ARTICLE IX ‑ MEMBERSHIP LEDGER

The Association shall maintain at its principal office and such other office as the Board may designate, an original or duplicate membership ledger containing the name and address of each Member, and such ledger shall be kept as up to date as possible.

ARTICLE X ‑ FISCAL YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Association by a duly adopted resolution.

ARTICLE XI ‑ SEAL

Section 1. SEAL.

The Association’s seal shall have inscribed thereon the name of the Association, the year of its organization and the words “Incorporated in New Jersey.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL.

Whenever the Association is required to place its seal to a document, it shall be insufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Association.

ARTICLE XII ‑ WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Articles of Incorporation or Bylaws of the Association pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notices, whether before or after the time slated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of such notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIII ‑ INDEMNIFICATION

Section 1. REQUIRED INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Association shall indemnify any Director or Officer, or former Director or Officer (including former Officers and Directors of the Association when it was an unincorporated division of the National HBPA Association), against expenses actually and reasonably incurred by him in connection with the defense of any action, suit or

proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or Officer, except in relation to matters to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty to the Association.

Section 2. DISCRETIONARY INDEMNIFICATION OF EMPLOYEES AND AGENTS.

The Association shall also have the right, in the discretion of the Board of Directors, to indemnify any employee or agent, or former employee or agent (including employees and agents of the Association when it was an unincorporated division of the National HBPA Association), against such expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such employee or agent, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty to the Association.

Section 3. EXPENSES FOR WHICH INDEMNIFICATION PROVIDED.

Indemnification may be against judgments, penalties, fines reasonable settlements and reasonable expenses (including attorney’s fees) actually incurred by the person entitled to indemnification in connection with the action, suit or proceeding. No indemnification shall be provided, however, for any person with respect to any matter unless he has given written notice thereof to the General Counsel of the Association promptly after he has received notice of the claim giving rise to the action, suit or proceeding.

ARTICLE XIV ‑ CONDUCT OF ASSOCIATION’S BUSINESS

The Board of Directors shall conduct the business of the Association in full compliance with all applicable New Jersey laws and regulations.

ARTICLE XV ‑ NATIONAL ORGANIZATION

The Board of Directors may, by appropriate resolution and subject to ratification by the Association’s members, elect to be affiliated with a national or regional organization of horsemen or to discontinue such affiliation; such action must be ratified as provided for under Article XV.

ARTICLE XVI ‑ AMENDMENT OF BYLAWS

The Board of Directors may, by an affirmative vote of eight (8) of its members, alter or repeal Bylaws of the Association or make new Bylaws, subject to ratification as herein provided. All votes to alter or repeal any Bylaws or make new Bylaws shall be in writing. The Association shall not make any revision to these Bylaws without first giving notice to the Racing Commission.

Ballots shall be mailed to each member of the Board and each member shall have twenty‑one (21) days from receipt of such ballot to return his ballot to the principal office of the Association. Any alteration, repeal or new Bylaw shall not be deemed effective unless and until such change is ratified by a majority of members of the Association attending a general membership meeting, properly noticed and conducted, where such ratification is evidenced by written ballots received with affirmative votes from the majority of members attending such meeting.