American International
Polo Foundation (AIPF)

AIPF BY-LAWS

About AIPF

Fund-Raising

By-Laws of AIPF

Directors & Officers

Minutes

BY-LAWS OF AMERICAN INTERNATIONAL POLO FOUNDATION Page 1 | Page 2 | Page 3 | Page 4 | Page 5 | You are now on page 1 (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. 2

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