BYLAWSOFDAY STAR RANCH

A CALIFORNIA PUBLIC BENEFIT CORPORATION

ARTICLE I

Principal Offices1.00The principal office of the Corporation for transaction of its business is located at22251 Chard Ave, Gerber, Tehama County, State of California.1.01The County of the corporation's principal office can be changed only byamendment 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.1.02The corporation may also have offices at such other places, within or without theState of California, where it is qualified to do business, as its business may require and asthe board of directors may, from time to time designate.

ARTICLE II

Purpose2.00The primary objectives and purpose of this corporation shall be to create a positiveenvironment that fosters respect and leadership skills with horses which also applies tohuman relationships.

ARTICLE III

Directors3.00The number of directors for the corporation shall not be less than five (5) nor morethan nine (9) with the exact number of authorized directors to be fixed from time to time by resolution of the Board of Directors.Powers3.01This corporation shall have powers to the full extent allowed by law. Powers andactivities 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.Duties3.02The Board of Directors shall oversee the management and operation of the affairsof the corporation and approve all annual budgets and reports.3.03Appoint, remove, employ, discharge, prescribe the duties, and establishcompensation, for any consultants, agents and employees of the corporation, except asotherwise provided in these bylaws.3.04Hire or terminate an Executive Director of the corporation.

3.05The Board of Directors shall he notified of any and all meetings3.06The Board shall remove a Board member after being absent from three (3)consecutive Board meetings without a valid excuse given to the Board.3.07A Board member may resign by written notice to the Board.3.08Presence of a majority of the Board shall constitute a quorum. No meeting shallstart or continue to take action in the absence of a quorum.Election and Term of Office3.09A 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.3.10The nominating committee shall ascertain the availability and willingness of those proposed to serve on the Board and so notify the Board.3.11The directors then in office shall elect their successors.3.12Each director shall be elected for a term of one (1) year. Each director shall holdoffice until a successor has been elected. Each director shall hold office until the nextannual 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 bereplaced.Compensation3.13Directors shall serve without compensation however, they may be allowedreasonable advancement or reimbursement of expenses incurred in the performance asapproved by the Board.Restriction Regarding Interested Directors3.14Notwithstanding 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 thisSection, "Interested persons" means either: Any persons currently being compensated bythe 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 Meetings3.15Meetings 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 absenceof 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 themeeting 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

the board.3.16Regular Board meetings shall be held on a monthly basis, as scheduled by thePresident. Notice of meetings shall specify the place, day, and hour of the meeting, aswell as a brief description.Conduct of Meetings3.17All Board meetings, special, annual, and emergency meetings shall be presidedover 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 bythe majority of the Board members present. The Secretary of the corporation shall act assecretary of all meetings of the board, provided that in his/her absence, the presidingofficer shall appoint another person to act as Secretary of the meeting.3.18Directors may participate in a meeting through use of conference telephone,electronic video screen communication, or other communication equipment so long aseach director participating in the meeting can communicate with all of the other directorsconcurrently.Special Meetings3.19Notice 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 boardmembers must be notified as soon as possible. Special and emergency meetings may becalled by the President, the Vice President, the Secretary, or by any two (2) directors.Quorum3.20A 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 authorizednumber of directors.3.21Except 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 atwhich a quorum, as hereinafter defined, is not present, and the only motion which thechair shall entertain at such meeting is a motion to adjourn. However, a majority of thedirectors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.Vacancies3.22Vacancies 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.3.23The Board of Directors may declare vacant the office of a director who has beendeclared of unsound mind by a final order of court, or convicted of a felony, or beenfound by a final order or judgment of any court to have breached any duty under Section5230 and following of the California Nonprofit Public Benefit Corporation Law.3.24Directors may be removed without cause by a majority of the directors in office.