American International Polo Foundation (AIPF)

AIPF is a 501 C-3 charitable organization created to help fund American teams going to international competitions.

BY-LAWS OF
AMERICAN INTERNATIONAL POLO FOUNDATION

(an Illinois not for profit corporation)

Article I
Purposes

This Article sets forth the purposes of the AMERICAN INTERNATIONAL POLO FOUNDATION (the "Foundation"), as stated in the Foundation's Articles of Incorporation.

Section 1. 1. Purposes . The Foundation is organized and shall be operated exclusively for charitable and other exempt purposes within the meaning of section 501(c)(3) and section 5010) of the Internal Revenue Code. In particular, the Foundation is organized to foster international amateur competition in the sport of polo and to conduct any and all other activities as shall from time to time be determined appropriate in connection with the foregoing as are lawful for a not for profit corporation organized under the Illinois General Not For Profit Corporation Act of 1986, as amended from time to time.

Section 1.2. Internal Revenue Code Restrictions. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any provision of these By-Laws or the Foundation's Articles of Incorporation to the contrary, the Foundation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) or section 5010) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.

Section 1.3. Dissolution. Upon dissolution of the Foundation, the Board of Directors of the Foundation shall, after paying or making provision for the payment of all liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations operated exclusively for exempt purposes as shall at that time qualify as an exempt organization or organizations under section 501(c)(3) or section 5010) of the Internal Revenue Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 1.4. Internal Revenue Code. All references herein to the Internal Revenue Code are to the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any subsequent Internal Revenue law).

Article 2
Powers

Except as provided otherwise by the Articles of Incorporation or by these ByLaws, the Foundation shall have and exercise all rights and powers conferred on corporations under the Illinois General Not For Profit Corporation Act of 1986, as amended from time to time, and under any other applicable law; provided, however, that the Foundation is not empowered to engage in any activity which in itself is not in furtherance of its purposes as stated in Section 1. 1 above.

Article 3
Office and Agent

The Foundation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

Article 4
Member

Section 4. 1. Member Designation. The sole member of the Foundation shall be the individual who is serving from time to time as Chairman of the United States Polo Association ("USPA"), an Illinois not for profit corporation. If an individual ceases for any reason to serve as Chairman of the USPA, such individual shall automatically cease to be the member of the Foundation, and the next individual to serve as Chairman of the USPA shall automatically become the new member of the Foundation. If at any time no individual is serving as Chairman of the USPA, then the next most senior officer of the USPA shall be the member of the Foundation until such time as a new individual assumes the office of Chairman of the USPA. If at any time the USPA ceases to exist as a corporation, then the Board of Directors of the Foundation may appoint one or more new members of the Foundation.

Section 4.2. Rights of the Member. As provided in Sections 5.3 and 5.5 below, the Foundation's member shall appoint the Foundation's Board of Directors each year, and may remove at any time any director of the Foundation whenever in the member's judgment the best interests of the Foundation would be served thereby. The Foundation's member shall also approve amendments to the Foundation's Articles of Incorporation and certain amendments to these By-Laws as provided in Article 14 below.

Section 4.3. Manner of Acting In carrying out any of its powers or responsibilities hereunder, the Foundation's member shall act by written instrument delivered to the President or Secretary of the Foundation.

Section 4.4. No Membership Certificates. No membership certificates of the Foundation shall be required by the member.

Section 4.5. No membership dues. No dues shall be required to be paid by the member.

Article 5
Board of Directors

Section 5. 1. General Powers. The affairs of the Foundation shall be managed by or under the direction of its Board of Directors.

Section 5.2. Number and Qualifications. The number of directors of the Foundation shall be at least three (3) but not more than eight (8) and, within that range, the number may be fixed by the member of the Foundation. Directors need not be residents of Illinois.

Section 5.3. Appointment and Tenure. The initial directors of the Foundation shall be the three individuals listed in the Articles of Incorporation of the Foundation. Such directors shall serve until the annual meeting of the Board of Directors in 2001. Successor directors shall be appointed by the member of the Foundation by written instrument executed prior to each annual meeting of the Board of Directors (with such appointment to be effective as of the beginning of the annual meeting), and each such director shall hold office until the beginning of the annual meeting of the following year or until a successor has been appointed.

Section 5.4. Resignation . A director may resign by written notice delivered to the member or to the President or Secretary of the Foundation. A resignation is effective when the notice is delivered unless the notice specifies a future date.

Section 5.5. Removal. A director may be removed, with or without cause, by the member of the Foundation whenever in the member's judgment the best interests of the Foundation would be served thereby.

Section 5.6. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the member. A director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office or, if the director is appointed because of an Increase in the number of directors, the term of such director shall expire at the next annual meeting of the Board of Directors.

Section 5.7. Chairman of the Board. The Board of Directors shall elect annually from among its members a Chairman of the Board, who shall preside, when present, at all meetings of the Board. The Chairman of the Board shall perform such other duties regarding the Foundation as the Board of Directors may assign to him or her from time to time.

Section 5.8. Regular Meeting . Beginning in 2001, a regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws at such time and place each year as the Board of Directors may provide by resolution. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 5.9. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors, and such person or persons may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board so called,

Section 5. 10. Notice of Meetings. Notice of any special meeting of the Board of Directors shall be given in accordance with these By-Laws at least two (2) days in advance thereof by written notice to each director at the address shown for such director on the records of the Foundation. Notice of any special meeting of the Board of Directors may be waived in a writing signed by the person or persons entitled to such notice either before or after the time of the meeting. 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, unless specifically required by law, the Articles of Incorporation or these By-Laws.

Section 5.11. Action Without a Meeting. Any action required by law or these ByLaws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all directors or by all the members of such committee entitled to vote with respect to the subject matter thereof, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors or committee members. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the records of the Foundation. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. Any such consent shall have the same effect as a unanimous vote.

Section 5.12. Attendance by Telephone. Directors or nondirector committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 5.13. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting, provided if less than a majority of the directors are present, a majority of the directors then present may adjourn the meeting to another time without further notice. Withdrawal of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 5.14. Action at a Meeting. 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 the act of a greater number is required by law, by the Articles of Incorporation or by these By-Laws.

Section 5.15. Proxy Prohibited, Presumption of Assent- No director may act by proxy on any matter. A director who is present at a meeting at which action on any corporate matter is taken by the Board of Directors, or by a committee thereof acting on its behalf, is conclusively presumed to have assented to the action taken unless such director's dissent is entered in the minutes of the meeting or unless such director files his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment of such meeting or forwards such dissent or abstention by registered or certified mail to the Secretary immediately after the adjournment of such meeting. Such fight to dissent or abstain does not apply to a director who voted in favor of such action.

Section 5,16. Interested Directors. (a) A director who is directly or indirectly a party to a transaction with the Foundation (an "interested director") shall disclose the material facts of the transaction and his or her interest in or relationship to such transaction to the members, to the Board of Directors and to any committee of the Board considering such transaction prior to any action by such members, the Board or such committee to authorize, approve or ratify such transaction. A director is "Indirectly" a party to a transaction if the entity which is a party is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner. (b) The presence of the interested director or of a director who is otherwise not disinterested may be counted in determining whether a quorum of the members, the Board of Directors or a committee of the Board is present but may not be counted when action is taken on the transaction.

Article 6
Committees

Section 6. 1. Committees of the Board of Directors. A majority of the Board of Directors, by resolution, may create one or more committees of the Board and appoint directors or such other persons as the Board shall designate to serve on the committee or committees. Each committee may exercise the authority of the Board of Directors to the extent permitted by law and as specified by the Board of Directors or in the Articles of Incorporation or these ByLaws, but the designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him or her by law. Each such committee shall have two or more directors as members, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the Board.

Section 6.2. Action of Committees of the Board. A majority of a committee of the Board of Directors shall constitute a quorum. The act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee.

A committee may act by unanimous consent in writing without a meeting or may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment in the manner provided by these By-Laws for written consents and for meetings of the Board of Directors. No member of such committee of the Board may act by proxy. Subject to these By-Laws and to action by the Board of Directors, a majority of the members of a committee of the Board shall determine the time and place of meetings and the notice required for meetings.

Section 6.3. Advisory Committees. The Board of Directors may create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be directors. Such advisory committees or bodies may not act on behalf of the Foundation or bind it to any action but may make recommendations to the Board of Directors or to the officers,

Article 7
Officers

Section 7. 1. Enumeration. The officers of the Foundation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers or assistant officers as may be elected by the Board of Directors. Officers whose authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person. A director or member may be an officer.

Section 7.2. Election and Term of Office. The officers of the Foundation shall be elected annually at the annual meeting of the Board of Directors, or as soon thereafter as conveniently possible. Each officer shall hold office until a successor is elected and qualified or until such officer's earlier death, resignation or removal in the manner hereinafter provided. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Election of an officer or agent shall not of itself create any contract rights.

Section 7.3. Resignation. An officer may resign at any time by giving notice to the Board of Directors or to the President or the Secretary of the Foundation. A resignation is effective when the notice is delivered unless the notice specifies a future date.

Section 7.4. Removal. The Board of Directors may remove an officer, either with or without cause, whenever in its judgment the best interests of the Foundation would be served. Thereby the removal of an officer shall be without prejudice to the contract fights, if any, of the person so removed.

Section 7.5. Vacancies. A vacancy in any office, however caused, may be filled by the Board of Directors for the unexpired portion of the term.

Section 7.6. Compensation. The Board of Directors, by affirmative vote of a majority of directors then in office and irrespective of any personal interest of any director, shall have authority to establish reasonable compensation of all officers for their services.

Section 7.7. President. The President shall be the principal executive officer of the Foundation. Subject to the directions of the Board of Directors, the President shall in general supervise and control the business and affairs of the Foundation and shall perform all duties incident to the office of President and such other duties as may be assigned to him or her from time to time by the Board of Directors. The President may sign, alone or with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases in which the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Foundation, or shall be required by law to be otherwise executed. In the absence of the Chairman of the Board or in the event of the Chairman's inability or refusal to act, the President, if a director of the Foundation, shall preside at meetings of the Board of Directors.

Section 7.8. Vice President. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may also in its discretion designate by resolution the Vice President as being in charge of designated operations of the Foundation and may assign to such Vice President appropriate duties.

Section 7.9. Secretary. The Secretary shall (a) keep the minutes of meetings of members and of the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law-, (c) be custodian of the corporate records and of the seal of the Foundation; (d) affix the seal of the Foundation or a facsimile thereof, or cause it to be affixed and, when so affixed, attest the seal by his or her signature, to all documents the execution of which on behalf of the Foundation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these By-Laws (provided, however, the Board of Directors or the President may give general authority to any other officer to affix the seal of the Foundation and to attest the affixing by his or her signature); (e) keep a register of the post office address of each member-, director or committee member, which shall be furnished to the Secretary by such member, director or committee member; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

Section 7. 10. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond (which shall be renewed regularly) in such sum and with such surety or sureties as the Board of Directors shall determine for the faithful discharge of his or her duties and for the restoration to the Foundation, in case of such Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such Treasurer's possession or under such Treasurer's control belonging to the Foundation. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Foundation; (b) receive and give receipts for moneys due and payable to the Foundation from any source whatsoever, deposit all such moneys in the name of the Foundation in such banks, trust companies or other depositories as shall be selected in accordance with these By-Laws; (c) disburse the funds of the Foundation as ordered by the Board of Directors or as otherwise required in the conduct of the business of the Foundation and render to the President or the Board of Directors, upon request, an account of all his or her transactions as Treasurer and on the financial condition of the Foundation. The Treasurer shall 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 him or her by the President or by the Board of Directors.

Section 7.11. Assistant Secretary and Assistant Treasurer. The Board of Directors may, but need not, elect an Assistant Secretary and an Assistant Treasurer. The Assistant Secretary shall assist the Secretary in the duties of the Secretary as set forth in Section 7.9 and, in the absence of the Secretary or in the event of the Secretary's inability or failure to act, shall perform the duties and exercise the powers of the Secretary as provided in such Section 7.9. The Assistant Treasurer shall assist the Treasurer in the duties of the Treasurer as set forth in Section 7. 10 and, in the absence of the Treasurer or in the event of the Treasurer's inability or failure to act, shall perform the duties and exercise the powers of the Treasurer as provided in such Section 7.10. In addition, the Assistant Secretary and Assistant Treasurer shall perform such duties as may be assigned by the President or the Board of Directors from time to time.

Article 8
Contracts and Financial Transactions

Section 8. 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, to enter into any contract OF execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 8.2. Loans. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in the name of the Foundation unless authorized by a resolution of the Board of Directors or by action of a duly empowered committee of the Board. Such authority to make loans may be general or confined to specified instances. No loan shall be made by the Foundation to a director or officer of the Foundation.

Section 8.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments may be signed by the President, the Treasurer or an assistant treasurer.
Section 8.4. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 8.5. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation.

Article 9
Records

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any authority of the Board of Directors, and shall keep at its registered office or principal office a record giving the names and addresses of the members. All books and records of the Foundation may be inspected by any director, any member, or any director's or member's agent or attorney, for any proper purpose at any reasonable time.

Article 10
Fiscal Year

The fiscal year of the Foundation shall be the calendar year.

Article I I
Seal

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation and the words "Corporate Seal" and "Illinois."

Article 12
Notices

Section 12. 1. Manner of Notice. Whenever under the provisions of law, the Articles of Incorporation or these By-Laws, notice is required to be given to any member, director or member of any committee designated by the Board of Directors, it shall not be construed to require personal delivery, Such notice may be given in writing by depositing it in a sealed envelope in the United States mails, postage prepaid and addressed to such member, director, or committee member at his or her address as it appears on the books of the Foundation, and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails; or such notice may be given in writing by any other means and if given by such other means, shall be deemed given when received. Such requirement for notice shall be deemed satisfied, except in case of meetings of members with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law, the Articles of Incorporation or these ByLaws.

Section 12.2. Waiver of Notice. Whenever any notice is required to be given by law, the Articles of Incorporation or these By-Laws, 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 deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Article 13
Indemnification and Insurance

Each person who at any time is or shall have been a member, director, officer, employee or agent of the Foundation or is or shall have been serving at the request of the Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Foundation in accordance with and to the full extent permitted by the General Not For Profit Corporation Act of Illinois as in effect at the time of adoption of this by-law or as amended from time to time, and by any subsequent Illinois not for-profit corporation law. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors, or otherwise. If authorized by the Board of Directors, the Foundation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Not For Profit Corporation Act of Illinois as in effect at the time of the adoption of this by-law or as amended from time to time, and by any subsequent Illinois not-for profit corporation law.

Article 14
Amendment

Section 14-1. By-Laws. The Board of Directors may amend or repeal these By Laws, or adopt new By-Laws, by the affirmative vote of a majority of the directors then in office, provided that any amendment to Article 1, Article 4 or Article 5 of these By-Laws must also be approved by the member of the Foundation.

Section 14.2. Articles of Incorporation. To amend the Articles of Incorporation, the Board of Directors, by vote of a majority of the directors then in office, shall adopt a resolution setting forth the amendment and directing that it be submitted to the member of the Foundation for approval. For such amendment to be effective, the member of the Foundation shall subsequently approve such amendment.