The Newport Polo Education Foundation is incorporated in the state of State of Rhode Island and Providence Plantations as a non-profit organization

BY-LAWS
Adopted February 10, 2001


ARTICLE I
Name
The name of this Corporation shall be the Polo Education Foundation.


ARTICLE II
Mission and Purposes
The mission of the Corporation shall be: To support and provide opportunities for polo and equestrian education in order to encourage personal development, teamwork and good sportsmanship.

The purposes of the Corporation shall be:

Section 1. To conduct equestrian education programs for participants of all ages, backgrounds and abilities.

Section 2. To encourage the highest standards of equine sportsmanship through education and example.

Section 3. To foster participation in interscholastic, intercollegiate and international levels of polo competition.

Section 4. To promote international goodwill through the organization of player exchanges and tournaments.

Section 5. To receive gifts, to hold property both real and personal, establish trust funds and to manage the assets of the Corporation in order to carry out the purposes of the Corporation.

Section 6: To carry out the aforesaid objects without pecuniary gain, benefit or profit to the Corporation; provided, further, that no officer, member, agent or employee of the Corporation shall receive any pecuniary profit from the operation thereof, except reasonable compensation for actual services rendered in effecting one or more of such purposes.


ARTICLE III
Officers
Section 1: The officers of the Corporation shall consist of Chairman, Vice-Chairman Secretary and Treasurer.

Section 2: The officers shall be elected by the directors at their annual meeting to hold office for a term of one year. Each officer will remain in office until a successor to such office has been selected and qualified or until death, resignation, removal from office as provided herein.

Section 3: Any vacancy caused by the death, resignation or removal of any officer, or the creation of any new office, shall be filled by the Board of Directors. The officer so appointed shall hold office until the next annual meeting of the directors of the Corporation.

Section 4: The Chair shall preside at all meetings of the Corporation, the Board of Directors and enforce the laws and regulations of the Corporation. The Chair may call special meetings of the Board of Directors and shall do so in accordance with the provisions of Article VII of these Bylaws, as appropriate. The Chair shall perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 5: It shall be the duty of the Vice-Chair to assist in the discharge of the Chair's duties and to officiate in his or her absence as designated by the Chair.

Section 6: The Secretary shall have charge of the corporate records and shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law. The Secretary shall keep the minutes of all the meetings of the Corporation. The Secretary may sign with the Chair, in the name and on behalf of the Corporation, any contracts or agreements authorized by the Board of Directors. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such duties as may from time to time be assigned by the Board of Directors.

Section 7: The Treasurer will have charge and custody of all funds of this corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and current accounts of the Corporation's properties and business transactions, will render reports and accountings to the Directors and to the members as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer, subject to the control of the Board of Directors, and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws or which may be assigned from time to time by the Board of Directors.

Section 8: No officer shall receive any salary for his services as such. The Board of Directors shall have the power to contract for and pay to the officers rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services.
Section 9: Any officer or member of the Board of Directors elected or appointed to office may be removed by the persons authorized under these Bylaws to appoint or elect such officer or member of the Board of Directors whenever, in their judgment, the best interests of the Corporation will be served.


ARTICLE IV
Employees
Section 1: The Board of Directors may employ persons to aid in the achievement of the organization's goals and purposes. Any such position may be paid a salary if authorized by the Board of Directors.


ARTICLE V
Board of Directors
Section 1: The Board of Directors shall be composed of not more than nine Directors, divided into three (3) classes, to serve for a term of three (3) years or until their successors shall have been elected and qualified. Directors need not be residents of Rhode Island and shall be elected at the Annual Meeting of the Corporation.

Section 2: Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by appointment by the Board of Directors. The new Director so appointed will serve for the unexpired term of the predecessor in office and thereafter until a successor is duly elected and qualified.


ARTICLE VI
Duties and Powers of Directors
Section 1: The Directors shall have the general charge and control of the policies, administration and finances of the Corporation. They shall examine from time to time the books and accounts of the Treasurer, audit the accounts at the close of each year, and report upon the expediency of proposed expenditures.

Section 2: They shall appropriate for the use of each committee such sums of money as they deem to be for the interest of the Corporation and within its resources.

Section 3: Oversee the management and investment of any capital funds and other assets of the corporation including any registered marks and logos or other intellectual property.

Section 4: They shall individually support the organization by:

a) Being cognizant of the organization's mission, purposes, goals, policies, programs, services, strengths and need and avoid even the appearance of a conflict of interest and disclosing any possible conflicts to the Board in a timely fashion.
b) Speaking on behalf of the organization only when authorized to do so; clarifying private or other interests when not officially representing the organization and maintaining confidentiality of the Board's executive sessions.
c) Suggesting possible nominees to the Board who are clearly people of achievement and distinction and who can make significant contributions to the work of the Board and the organization
d) Attending no less than four (4) meetings each year.
e) Serving on at least one (1) Standing Committee.

ARTICLE VII
Meetings
Section 1: The Annual Meeting of the Corporation shall be held at such time and location as designated the Board of Directors.

Section 2: The Board of Directors shall hold regular meetings at least four (4) times a year. Regular meetings of the Board of Directors shall be held within the State of Rhode Island.

Section 3: Special meetings of the Board of Directors may be called by the Chair, or at the written request of at least 51% of the members of the Board of Directors. Any special meeting shall be held at such time and place, as the Chair may direct or as designated by at least 51% of the Board of Directors.

Section 4: Fifty-one-percent (51%) of the members of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board. If a quorum fails to attend any regular meeting, an adjourned meeting thereof may be held at a subsequent time and place designated by the Chair.

Section 5: The Secretary shall give at least fourteen days' notice in writing of any regular or annual meeting and at least three days' notice of any special meeting of the Board of Directors to all its members. Notice shall indicate the time and place of the meeting and the purpose or purposes for which the meeting is called. If mailed, notice will be deemed to be delivered when deposited in the United States mail three days in advance of the above time requirement for notification, addressed to the director at the address as it appears in the records of the Corporation, with postage prepaid. Notice shall be given of any adjourned meeting of the Board. Attendance of a director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting, except where the 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.

ARTICLE VIII
Standing Committees

Section 1:
Fund Development Committee
Shall consist of not less than three (3) members. The Fund Development Committee shall be responsible for annual and long-term campaigns to secure the funds necessary to operate the organization. The Board of Directors appoints the Chair; the Chair of the Committee appoints the members. Duties shall include, but not be limited to the development and expansion of:

a) Donor development
b) Annual appeal
c) Sponsorships
d) Grant applications
e) Special events as fund raisers
f) In-kind contributions
g) Donations of horses, ponies and equipment

Section 2:
Education Committee
Shall consist of not less than three (3) members. The Board of Directors appoints the Chair; the Chair of the Committee appoints the members. Duties include:

a) Development and recommendation to the Board of Directors of curriculum ideas, format and guidelines for polo instruction and program implementation.
b) Oversight of all program activity.
c) Research, recommendation and oversight of certification and compliance with appropriate governing body (ies).
d) Representation of the Polo Education Foundation at appropriate conferences and meetings
e) Development and recommendation of ways for Polo Education Foundation to promulgate the benefits of equestrian sports
f) Recommendation to the Board of Directors of scholarship guidelines and awards

Section 3:
Nominating Committee
Shall consist of at least three (3) members of the Board of Directors of the Corporation. The Board of Directors shall appoint the Chair and members of this committee.

a) The Nominating Committee shall nominate a proposed slate of candidates for election to the Board of Directors, and submit this slate to the Board of Directors at the last meeting of the fiscal year. The committee shall inform all members of the Board of Directors at least thirty (30) days prior to the Annual Meeting as to the slate of candidates for election as directors, in accordance with Article V of these Bylaws.
b) Notwithstanding nominations from the Committee, nominations or vote of "no confidence" may be made by two-thirds of the Board of Directors. Either action, however, shall not be effective unless the name of the candidate to be nominated or subject to a vote of "no confidence", together with the names of the persons making such nomination or vote, shall have first been filed with the Secretary of the Board of Directors at least ten (10) days before the Annual Meeting.
c) No employee of the corporation may be nominated as a member of the Board of Directors.


ARTICLE X
Amendments
These Bylaws may be amended at any regular or special meeting of the Board of Directors of the Corporation by the favorable vote of two-thirds of the Directors present in person or by proxy and voting thereon, provided notice of such amendments shall have been included in the notice of the meeting.


ARTICLE XI
Dissolution
Upon dissolution of the Polo Education Foundation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the remaining assets of the Corporation exclusively in keeping with the purposes of this Corporation, or deliver over said remaining assets to such organization or organizations organized and operated exclusively for charitable, educational, and religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c) (3) or any amendments, additions or replacements thereof of the Internal Revenue Code of 1954 as changed or amended. If there be any assets remaining and not so disposed of as hereby provided, the same shall be disposed of by a court of competent jurisdiction on a proper complaint filed in said Court.


ARTICLE XIII
Fiscal Year
The fiscal year of the Corporation will be fixed from time to time by resolution of the Board of Directors. In the absence of the adoption of such resolution by the Board, the fiscal year shall be the calendar year.


ARTICLE XIV
Indemnification
The Polo Education Foundation shall indemnify, to the full extent permissible under applicable Rhode Island law, any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, by reason of the fact that he or she, his or her testator or in testate, was a trustee, officer, committee member or Executive Director of the Polo Education Foundation against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such aforementioned person or persons acted, in good faith, for a purpose which he or she reasonably believed to be in the best interest of the Polo Education Foundation and, in the case of criminal actions or proceedings, in addition, he or she had not reasonable cause to believe that his or her conduct was unlawful.