2008 By Laws

BYLAWS OF DAY STAR RANCH A CALIFORNIA PUBLIC BENEFIT CORPORATION ARTICLE I Principal Offices 1.00 The principal office of the Corporation for transaction of its business is located at 22251 Chard Ave, Gerber, Tehama County, State of California. 1.01 The County of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board may, however, change the principal office from one location to another within the named county. Such change of address shall not be deemed an amendment to these bylaws. 1.02 The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time designate. ARTICLE II Purpose 2.00 The primary objectives and purpose of this corporation shall be to create a positive environment that fosters respect and leadership skills with horses which also applies to human relationships. ARTICLE III Directors 3.00 The number of directors for the corporation shall not be less than five (5) nor more than nine (9) with the exact number of authorized directors to be fixed from time to time by resolution of the Board of Directors. Powers 3.01 This corporation shall have powers to the full extent allowed by law. Powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation directly or, if delegated, under the ultimate direction of the Board. Duties 3.02 The Board of Directors shall oversee the management and operation of the affairs of the corporation and approve all annual budgets and reports. 3.03 Appoint, remove, employ, discharge, prescribe the duties, and establish compensation, for any consultants, agents and employees of the corporation, except as otherwise provided in these bylaws. 3.04

Hire or terminate an Executive Director of the corporation. 1

3.05

The Board of Directors shall he notified of any and all meetings

3.06 The Board shall remove a Board member after being absent from three (3) consecutive Board meetings without a valid excuse given to the Board. 3.07

A Board member may resign by written notice to the Board.

3.08 Presence of a majority of the Board shall constitute a quorum. No meeting shall start or continue to take action in the absence of a quorum. Election and Term of Office 3.09 A nominating committee shall be elected by the Board of Directors, Consisting of three (3) persons. One member shall be a current Board member, and the other two (2) shall be selected from the general membership. The nominating committee who have been members for 60 days preceding their appointment shall be elected by the second (2nd) week of September. 3.10 The nominating committee shall ascertain the availability and willingness of those proposed to serve on the Board and so notify the Board. 3.11

The directors then in office shall elect their successors.

3.12 Each director shall be elected for a term of one (1) year. Each director shall hold office until a successor has been elected. Each director shall hold office until the next annual meeting for election of the Board of Directors. The annual meeting shall be held by the second (2nd) week of November. No more than three (3) directors per year will be replaced. Compensation 3.13 Directors shall serve without compensation however, they may be allowed reasonable advancement or reimbursement of expenses incurred in the performance as approved by the Board. Restriction Regarding Interested Directors 3.14 Notwithstanding any provisions of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "Interested persons" means either: Any persons currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer, other employee, or independent contractor Place of Meetings 3.15 Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filled with the Secretary of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of 2

the board. 3.16 Regular Board meetings shall be held on a monthly basis, as scheduled by the President. Notice of meetings shall specify the place, day, and hour of the meeting, as well as a brief description. Conduct of Meetings 3.17 All Board meetings, special, annual, and emergency meetings shall be presided over by the President of the Board. In his/her absence, the Vice-President shall preside. In the absence of both persons, a presiding officer for the meeting only, shall be chosen by the majority of the Board members present. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that in his/her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. 3.18 Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment so long as each director participating in the meeting can communicate with all of the other directors concurrently. Special Meetings 3.19 Notice of all special meetings must be given to all board members at least two (2) days before scheduled date of said special meeting. Emergency meetings all board members must be notified as soon as possible. Special and emergency meetings may be called by the President, the Vice President, the Secretary, or by any two (2) directors. Quorum 3.20 A majority of the total number of directors then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-fifth of the authorized number of directors. 3.21 Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. Vacancies 3.22 Vacancies on the Board of Directors shall exist (1) on death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased. 3.23 The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. 3.24

Directors may be removed without cause by a majority of the directors in office. 3

3.25 Any director may resign effective upon giving written notice to the President of the Board. Non-Liability of Directors 3.26 The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. Indemnification by Corporation of Directors, Officers, Employees and Other Agents 3.27 To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact he/she is, or was, and agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. Insurance for Corporate Agents 3.28 The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf on any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent such liability under the provisions of Section 5238 of the California-Nonprofit Public Corporation Law. Article IV Officers 4.00 The officers of the corporation shall be a President, a Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, at the discretion of the directors, such other officers may be appointed by the Board of Directors. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may be the President of the Board. Qualification, Election, and Term of Office 4.01 Any member of sixty (60) days may serve as officer of this corporation. Officers shall be elected by the Board of Directors annually and each officer shall hold office until he/she resigns or is removed or is otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first. Removal and Resignation 4.02 Directors may be removed without cause by a majority of the directors in office. Any director may resign at any time upon giving written notice to the President of the Board. Vacancies 4.03 Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a 4

vacancy in any office other than that of President, such Vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices or officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. Duties of the President 4.04 The President shall be the Chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He/she shall perform all duties incident to his/her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation. Preside at all meetings. Make a full report of the general business and status of the Corporation during the annual meeting; be responsible for the agenda of all meetings. Appoint special committees with the exception of the Nominating Committee, which shall be elected by the Board. Duties of the Vice President 4.05 In the absence of the President, or in the event of his/ her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. And other duties as may be required by the Board. Duties of the Secretary 4.06 Keep, at the principal office of the Corporation, a Book of Minutes of all meetings, whether regular, special, annual, or emergency. Conduct the official correspondence of the corporation other duties as may be required by the Board. Duties of the Treasurer 4.07 Have general charge of all financial records and accounts of the Corporation. Provide any accountant / CPA hired by the corporation with all documents and records required to maintain adequate and current books of accounts, showing receipts and disbursements of the corporation as well as an account of its cash, assets, and liabilities. Maintain an accounting system. Receive, and give receipts for, monies due and payable to the corporation from any source. Make certain that all disbursements or obligations by check have the required two (2) signatures approved by the Board. Report monthly on financial statements and financial condition of the corporation at each regular meeting. Keep copies of financial records and the principal office of the corporation. Limitations 4.08 No member, or group of members, shall act, either separately or as a group in any manner, on behalf of the Corporation without written consent and authorization of the Board. 4.09 The Position of Secretary/Treasurer may be combined with all duties and restrictions as specified in these Bylaws. Article V Committees 5.00

The corporation shall have such other committees as may from time to time be 5

designed by the resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled "advisory" committees. Article VI Checks and Notes 6.00 Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation. 6.01 Any purchases over the amount of $300.00 must be approved by the Board of Directors. This limit will be reviewed by the Board annually. Deposits 6.02 All funds of the corporation shall be deposited from time to time to the credit of the corporation in the corporation’s bank checking account, trust companies, or other depositories as the Board of Directors may select. Gifts 6.03 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation. Article VII Maintenance of Corporation Records 7.00 The corporation shall keep at its principal office in the State of California: A. Minutes of all meetings, indicating the time & place holding such meetings. B. Adequate and correct books and records of accounts, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses. C. A current copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. D. The Corporation shall keep a membership record at its principal office containing the full names, address, birth date, and telephone numbers of the members, and it shall not be used outside the Corporation offices. Individuals shall be responsible for reporting any changes. Directors’ Inspection Rights 7.01 The directors shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the corporation. Members’ Inspection Rights 7.02 Every member shall have the inspection right with prior written notice at least three (3) business days to the corporation, must state the purpose for which the inspection rights are requested. The members have the right to inspect the books, records, or minutes of proceedings of the board or committees of the board. This shall be made available 6

within a reasonable time or five (5) business days. This does not include any special "closed" meetings. Annual Report 7.03 The President of the board shall furnish an annual report no later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation and, if this corporation has members, to any members who request it in writing. This report shall contain the following information: A. The assets and liabilities, including trust funds. The principle changes in assets and liabilities and including trust funds. B. The revenue of the corporation both unrestricted & restricted. C. The expenses or disbursements of the corporation, both general and restricted purposes. D. Any annual financial reports from the accountants or CPA, or, inhere is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. Article VIII Fiscal Year 8.00 The fiscal year of the corporation shall begin on the 1st of January and end on the 31st of December in each year.( January 1 to December 31). Article IX Bylaws 9.00 Subject to any provision of law applicable to the amendment of Bylaws of Public Nonprofit Corporations, these Bylaws may be altered, amended, or adopted by the majority approval of the Board of Directors. Dissolution 9.01 Upon the dissolution of the corporation the Board of Directors shall, after paying or making provision for payment of all of the debts and liabilities of the corporation, distribute all of the assets of the corporation to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(C) (3) of the Internal Revenue Code.

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