BYLAWS of NATIONAL TURF WRITERS ASSOCIATION, INC.

ARTICLE I

The name of this association is National Turf Writers Association, Inc. The assumed name of this association is National Turf Writers and Broadcasters.

ARTICLE II

The objects and purposes for which this association is organized are to promote, foster and encourage closer relationships among its members, improved working conditions, better understanding between its members and the governing powers of Thoroughbred racing, and the development of Thoroughbred racing and breeding.

ARTICLE III

MEMBERSHIP in this association is open to any individual who is actively and professionally engaged in the coverage of Thoroughbred racing. A regular review of membership may be conducted to ensure members still qualify on the basis under which they were initially admitted. Ineligible for regular membership are those whose primary occupation is either racetrack official or photographer.

There shall be four classifications of membership in this association: (a) Regular Writer Members, who are working Turf writers duly elected with the above qualifications; (b) Regular Broadcaster Members, who are working radio and television broadcasters duly elected with the above qualifications; (c) Associate Members, who are people associated with the coverage of Thoroughbred racing but are not eligible for a regular membership, including former Regular Members who are now retired; and (d) Honorary Members, who are people who have made significant contributions to racing and breeding journalism that may be elected to honorary membership at the annual spring meeting and shall be entitled to wear the NTWAB button. Past presidents are considered Regular Members, provided their membership is in good standing. Associate Members shall have Association privileges and benefits, including the right to vote for NTWAB awards, officers and directors, and other Association matters, but shall be ineligible to vote for Eclipse Awards. Honorary Members shall have Association privileges and benefits, including wearing the NTWAB button, but shall be eligible to vote only for NTWAB awards.

APPLICATION FOR MEMBERSHIP can be submitted to the Secretary/Treasurer at any time. The prospective member shall state name, affiliation(s), years with affiliation(s), years covering racing and breeding and include two references from current Regular Members. Applications will be reviewed by the Board of Directors prior to the regularly scheduled membership meetings at the Kentucky Derby and Breeders’ Cup. The Board of Directors may disqualify any applicant it feels does not meet the criteria for membership. The Board of Directors will in turn submit the roster of approved applicants to the general membership at either the Kentucky Derby or Breeders’ Cup meeting. If any member disputes the qualifications of an applicant, the membership must vote on whether or not the applicant meets the criteria as specified in paragraph I. If there are no objections raised to any of the applicants approved by the Board of Directors, all applicants shall be granted membership. Honorary members may be elected at the annual spring meeting by the membership present without an application.

DUES for Regular and Associate Members shall be established by the Association and are payable by March 15 of each year. Honorary Members shall not be required to pay dues. A Regular Member must have paid dues in full, including previous years, in order to be considered in good standing, eligible to vote in Association matters and entitled to vote in the Eclipse Awards. Any Regular Member or Associate Member who fails to pay dues after receiving a written delinquency notification shall be subject to expulsion upon a vote of the Board of Directors.

EXPULSION of any member of this Association for conduct not in the best interest of racing or this Association may be accomplished by a two-thirds vote of those Regular Members present at any regular meeting of the Association, providing such person has been given two weeks’ notice and has been offered the opportunity to present a defense at such meeting.

Any member may resign from the association by giving written notice of such to the Secretary.

ARTICLE IV

Meetings of this Association shall be called by the officers who shall designate the time, place and purpose thereof in a notice sent by the secretary to all members at least two weeks before any such proposed meeting. One meeting of this Association shall be held at Churchill Downs during the week of the Kentucky Derby and another meeting shall be held at the host track during the week of the Breeders’ Cup.

No decision or election at any meeting shall be valid in the absence of a Quorum which shall consist of 15 Regular Members. Votes also may be conducted by mail, and no vote taken by mailed ballot shall be valid in the absence of a response from at least 15 Regular Members.

Members unable to attend meetings may give their signed proxies to attending members, who then shall have the right to vote in their place. Where appropriate and deemed necessary, members may vote via e-mail.

The President shall preside at all meetings and determine the order of business. Roberts’ Rules of Order shall be adhered to except when in conflict with these Bylaws.

ARTICLE V

Officers of this association shall be a President, Vice President, Secretary and Treasurer and they shall hold office for two years or until succeeded. Their duties shall be:

a.) PRESIDENT — presiding at all meetings of the association and Board of Directors and determining the order of business for those meetings; appointing all committees he or she may deem necessary for operation of the association, including the nominating committee for directors. ; serving as spokesman for the association; and entering contracts on behalf of the association and signing checks on the association bank account.

b.) VICE PRESIDENT — performing all duties of the President in the absence or disability of the President. In the event of absence or disability of both the President and Vice President, the Directors shall convene a board meeting and elect a President Pro Tempore, who shall carry out the president’s duties until the completion of the next annual meeting at which a a new president shall be named to finish the unexpired term.

c.) SECRETARY -- Keeping minutes of all meetings of the Association; sending all notices and ballots; recording all votes taken and reporting results; preparing and sending a newsletter to each member from time to time, such newsletter containing the minutes of meetings, financial reports, and such other association matters as deemed pertinent.

d.) TREASURER -- receiving and depositing all association funds; and presenting a financial report to all members.

ARTICLE VI

This association shall be governed by a board of directors consisting of the President, Vice President, Secretary-Treasurer, and six Directors. Directors shall hold office for two-year terms and until succeeded; three directors being elected in odd years and three directors elected in even years. In the event of death or resignation of a Director, the Board of Directors shall elect a replacement to fill the unexpired term. Five members of the Board of Directors shall constitute a quorum to conduct business at a Directors meeting.

ARTICLE VII

Elections of Officers and Directors shall be made by Regular Members at the annual Churchill Downs meeting or by their proxy or by electronic ballot. Nominations for officers and directors shall be made by the nominating committee. The candidate receiving the highest number of votes for an office shall be deemed elected. The candidates receiving the three highest  number of votes for the Board of Directors shall be deemed elected.

ARTICLE VIII

The official emblem of this association shall be a circular disc, a gold plated center on which is embossed a likeness of a set of binoculars under which are inscribed the capital letters NTWAB, the disc encircled by a black band on which is inscribed National Turf Writers and Broadcasters. A facsimile of the emblem is reproduced herewith:

ARTICLE IX

These bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote of members responding to a call for same, either at the annual Kentucky Derby or Breeders’ Cup meeting, or by mail or e-mail. Response by mail must be made by returning to the Secretary the Proposed Amendment ballot on or before the time indicated at the bottom thereof, provided, however, the Secretary shall have mailed the Proposed Amendment ballot to all members in good standing in care of the last address of such members posted with the Secretary no later than two weeks prior to the date specified for the return of such ballot.