Bylaws

Bylaws of The Morgan Horse Foundation, Inc.

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ARTICLE I NAME AND OFFICES

Section 1. Certificate of Incorporation. The Certificate of Incorporation of the Corporation filed in the State of Delaware is hereby made a part of these By-laws, and all matters hereinafter contained in these By-laws shall be subject to any provisions in regard thereto as are set forth in the Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation as amended from time to time.

Section 2. Corporate Name. The name of the Corporation is The Morgan Horse Foundation, Inc. (the “Corporation”).

Section 3. Corporate Offices. The primary office of the Corporation shall be located in the County of Fayette, State of Kentucky.

Section 4. Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 5. Non-Stock Corporation. The Corporation is a nonprofit corporation and shall have no capital stock. No part of the net earnings, gains or assets of the Corporation shall inure to the benefit of or be distributable to the Member (except for grants limited to and in furtherance of the charitable and educational tax-exempt purposes of the Corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), as amended), trustees, directors, officers or any other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

Section 6. Purpose. The purposes of the Corporation shall be as set forth in the Certificate of Incorporation. In furtherance of these purposes, the Corporation may engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, but not for the pecuniary profit or financial gain of its Member, directors and/or officers.

Section 7. Effective Date. These By-laws shall become effective and duly recorded upon their approval by the initial Board of Directors.

ARTICLE II MEMBERS

Section 1. Membership. The American Morgan Horse Association, Inc. (“AMHA” or the “Member”) shall be the sole Member of the Corporation.

ARTICLE III MEETINGS OF THE MEMBER

Section 1. Meetings. Meetings of the Member shall be held on the dates and times, and at the locations, as determined by the Member. The Member shall act through resolutions of either AMHA’s Board of Directors or Executive Committee, except where full AMHA Board action is specifically required herein. Meetings of the Member may be called at any time by the Member in any manner meeting the requirements of the AMHA By-laws.

ARTICLE IV DIRECTORS

Section 1. Board Management. The business, affairs and activities of the Corporation shall be managed by its Board of Directors, which shall exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute, the Certificate of Incorporation or these By-laws. Notwithstanding the forgoing, the Executive Director of the Corporation shall be appointed and discharged by the Member. In addition, the following actions or decisions of the Board shall require the unanimous approval of the Member as authorized by resolution of AMHA’s Board of Directors to become effective:

(a) Entering a confession of a judgment against the Corporation;

(b) borrowing funds on behalf of the Corporation;

(d) changing the purposes of the Corporation as set forth in Certificate of Incorporation;

(e) purchasing real estate;

(f) any act which would make it impossible to carry on the Corporation's charitable purposes and activities;

(g) dissolving the Corporation; or

(h) any merger or consolidation involving the Corporation.

Section 2. Number of Directors. The number of directors shall be not less than nine (9) nor more than fifteen (15). The number of directors may be increased or decreased by amendment to these By-laws; however, in no event shall the number of directors be less than one (1). Directors shall be at least eighteen (18) years of age.

Section 3. Initial Directors. The initial directors of the Corporation shall be appointed by AMHA with equal representation from members of the AMHA Board of Directors, members of the Board of Managers of Morgan Grand National LLC, and general members of AMHA. The initial directors shall serve until the first annual meeting of the Member or until their successors are appointed and qualified.

Section 4. Appointment of Directors. Directors shall be appointed at each annual meeting of the Member and shall serve for a term of three (3) years. At the first annual meeting of the Member at which at least nine (9) directors are appointed, the terms of the directors shall be staggered so that one (1) director from each of the represented categories in Article IV, Section 3 shall be appointed for a term of three (3) years; one (1) director from each category shall be appointed for a term of two (2) years and one (1) director from each category shall be appointed for a term of one (1) year. Directors shall be appointed at each annual meeting of the Member thereafter and shall serve for a term of three (3) years. Nothing contained in this Section 4 shall prevent a director, initial or otherwise, from being re-appointed for subsequent terms; however, no director shall serve continuously for more than nine (9) years (excluding non-voting directors serving ex officio, such as the Executive Director and Secretary). Service as an initial director under Article IV, Section 3 shall not be counted toward this nine (9) year limit.

Section 5. Removal. Any director may be removed with or without cause at any time by the Member at any regular meeting or special meeting called for that purpose.

Section 6. Resignation. Any director may resign as director on thirty (30) days written notice to the President.

Section 7. Vacancies/Newly Created Directorships. Newly created directorships resulting from an increase in the number of directors appointed and all vacancies among such directors, including vacancies caused by removal, shall be filled by the Member. A director appointed to fill a vacancy and a director appointed to fill a newly created directorship shall serve until the next annual meeting of the Member and until his or her successor shall have been appointed and qualified.

Section 8. Corporate Books. The directors may keep the books of the Corporation, except such as are required by law to be kept in a particular place, at such place or places as they may from time to time determine.

Section 9. Compensation. Any expenses incurred by the directors in the performance of their duties, including fees for legal and auditing services rendered to the directors and all other proper charges and disbursements of the directors, shall be paid by the Corporation. No part of the assets of the Corporation shall inure to the benefit of, or be distributed to the directors except that the Corporation shall be authorized to pay reasonable compensation for services rendered and make payments and distributions in furtherance of its purposes as set forth in the Certificate of Incorporation.

ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings. Meetings of the Board of Directors, annual, regular or special, may be held where determined by the Board of Directors.

Section 2. Annual Meetings. The annual meeting of the Board of Directors shall be held at a suitable time and place each year as determined by the directors, at which they shall elect, by majority vote, officers and shall transact such other business as may be properly brought before the meeting.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at a frequency to be determined by the Board of Directors, but not less than quarterly, upon such notice, or without notice if the time and place is established at a meeting of the Board of Directors and reflected in the minutes, and at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time on at least forty-eight (48) hours’ notice to each director by (i) the President, (ii) the written request of twenty percent (20%) of the Board of Directors, or (iii) the written request of the Member. Notice of a special meeting shall be provided to each director in the manner designated in Section 1 of Article VII of these By-laws, and such notice may be waived in accordance with the provisions of Section 2 of Article VII of these By-laws. Neither the business to be transacted at, nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 5. Waiver of Notice. Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. 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.

Section 6. Quorum/Voting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the Certificate of Incorporation. The affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the Certificate of Incorporation or these By-laws. If a quorum shall not be present at any meeting of directors, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present.

Section 7. Written Action. Unless the Certificate of Incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting, if a consent in writing to the adoption of a resolution authorizing the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 8. Participation Without Presence at Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone, video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation in a meeting shall constitute presence in person at the meeting. Notwithstanding the foregoing, the Board will strive to hold at least one meeting each year in person (without use of communications equipment).

ARTICLE VI COMMITTEES

Section 1. Authority to Designate and Powers of Committees. The Board of Directors may designate committees, each to consist of three (3) or more directors of the Corporation. At least three (3) committee members must be directors that are members of AMHA, in addition to any requirements specified with respect to the composition of a given committee below. The Board of Directors may designate three (3) or more directors on an as- needed basis as alternate members of any committee who may replace any absent or disqualified members at any meeting of the committee. Any such committee, unless otherwise provided in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management and affairs of the Corporation, to the extent delegated by these By-laws, and may authorize the seal of the Corporation to be affixed which it may require. Notwithstanding anything contained in this Section 1, no committee shall have the power or authority to: (1) approve, adopt, or recommend to the Member any action or matter (other than the appointment or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to the Member for approval or take any other action prohibited by law; or (2) adopt, amend, or repeal any of the By-laws of the Corporation. The Board of Directors may designate committees by a majority vote of the Board of Directors at any regular or special meeting of the directors.

Section 2. Election of Committee Members. The initial members of any committee designated by the Board of Directors shall be elected by the majority vote of the Board of Directors immediately upon the designation of the committee. Thereafter, committee members shall be elected by majority vote of the Board of Directors at the annual meeting of the directors.

Section 3. Term, Removal, Vacancies. Committee members shall hold their position on the committee until their successors are chosen and qualified, or until such members are removed or resign. Any committee members elected by the Board of Directors may be removed at any time, with or without cause, by a majority vote of the Board of the Directors. Any vacancy on a committee shall be filled by the Board of Directors.

Section 4. Executive Committee. The Executive Committee of the Corporation shall consist of the President of the Corporation, the chairs of the Finance and Governance Committees, and a member of the Board of Managers of Morgan Grand National LLC who is also a director of the Corporation. The Committee shall meet on an as-needed basis.

The Executive Committee may exercise all authority of the Board of Directors between meetings of the Board of Directors (including at scheduled meetings of the Board at which a quorum is not present). The Committee shall exercise its powers consistent with the Delaware General Corporations Law, the Certificate of Incorporation, the Bylaws and with resolutions and policy as set by the Board of Directors. All proceedings of the Executive Committee shall be reported to the Board of Directors at its next succeeding meeting, and its actions shall be subject to revision or alteration by the Board, provided no rights of third persons shall be prejudiced by such revisions or alterations.

Section 5. Finance Committee. The Treasurer shall be the Chair of the Finance Committee. The Finance Committee shall be comprised of members of the Board of Directors, at least one of whom is from each of (i) the AMHA Board of Directors, (ii) the Board of Managers of Morgan Grand National LLC; and (iii) the general membership of AMHA. The Finance Committee will be responsible for:

A. Overseeing the preparation of the annual budget and financial statements;

B. Ensuring that budgets and interim financial statements are prepared;

C. Overseeing the administration, collection, and disbursement of financial resources, in addition to the related policies and procedures;

D. Advising the Board with respect to making significant financial decisions; and

E. Developing fiscal policies subject to the approval of the Board of Directors.

Section 6. Governance Committee. The Chair of the Governance Committee shall be elected annually by a majority vote of the committee. The Governance Committee shall oversee the adoption and implementation of the Corporation’s Bylaws and other policies. In addition, the Governance Committee will be responsible for:

A. Nominating Officers and Directors of the Corporation and presenting such recommendations to the AMHA Board of Directors;

B. Assessing the membership needs of the Corporation’s Board of Directors and making recommendations to the Board concerning the same, for recommendation to the AMHA Board of Directors;

C. Establishing the qualifications and criteria to be met by prospective new members of the Board of Directors and making recommendations to the Board of Directors for recommendation of same to the AMHA Board of Directors, consistent with these Bylaws; and

D. Reviewing the Corporation’s Bylaws periodically and making recommendations to the Board of Directors on any needed changes.

Section 7. Advisory Committees. The Board may establish one or more Advisory Committees to the Board. Advisory Committees may consist of directors or non- directors and may be appointed as the Board determines. Advisory Committees may not exercise the authority of the Board to make decisions on behalf of the Corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.

Section 8. Quorum/Voting. A majority of the then appointed members of the committee shall constitute a quorum for the transaction of business by that committee unless a greater or lesser number is required by law or by the Certificate of Incorporation. The vote of a majority of the members of the committee at any meeting at which a quorum is present shall be the act of that committee, unless the vote of a greater number is required by law or by the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of any committee created pursuant to this Article VI, a majority of the members of the committee present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Procedures. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors.

ARTICLE VII NOTICES

Section 1. Required Notices. Whenever, under the provisions of applicable statute or of the Certificate of Incorporation or of these By-laws, notice is required to be given to any director, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail or email, addressed to such director, at his or her address or email address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or sent by email.

Section 2. Waiver of Notice. Whenever any notice of a meeting is required to be given under the provisions of applicable statute or under the provisions of the Certificate of Incorporation or these By-laws, a waiver thereof by email or 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.

ARTICLE VIII OFFICERS

Section 1. Initial Officers. The officers of the Corporation shall be an Executive Director, a President, a Secretary, and a Treasurer. The Board of Directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. Any two or more offices may be held by the same person.

Section 2. Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 3. Election of Officers. The officers shall be elected by a majority vote of the Board of Directors. In addition, the Executive Director of the Corporation shall be the same individual serving as Executive Director of the Member, unless 2/3s of the entire Board of both the Member and the Corporation vote to hire a different individual.

Section 4. Term; Removal; Vacancies. The officers of the Corporation shall each serve a term of 1 (one) year or until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority of the Board of Directors at a special meeting called for the purpose. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

The Executive Director

Section 5. Duties of the Executive Director. The Executive Director of the Member shall serve as the Executive Director of the Corporation. The Executive Director shall be the Chief Operating Officer of the Corporation and a non-voting member of the Board of Directors. The Executive Director shall report to and consult with the President. The Executive Director shall implement the policies, regulations and decisions of the Board of Directors, along with the senior staff, and the Finance Committee, be responsible for and direct the preparation of an annual fiscal budget for Board approval, and preparation of all financial reports and the operation of the corporation’s financial system consistent with standard accounting principles. The Executive Director shall be an advisory member of the Finance Committee and shall report to the Board of Directors at least quarterly on the financial condition of the Corporation and oversee the annual auditor’s report(s). The Executive Director shall be responsible for organizing and coordinating administrative plans and operating activities for carrying out the goals and purposes of the Corporation; he or she shall establish job descriptions to accomplish these goals and purposes; he or she shall hire, supervise and terminate all Corporation staff members. The Executive Director shall make regular reports to the membership of the Member via The Morgan Horse, the Newsletter or other readily available media to communicate the actions, decisions, policies and regulations approved by the Board of Directors, and shall be responsible for seeing that a financial report is prepared annually to be presented to the Board on the financial and operational condition of the Corporation. The Executive Director shall serve as the Secretary of the Corporation and as such shall be responsible for the accuracy, safekeeping and organizing of all corporate minutes and have the same entered in the Corporate books and/or records within thirty (30) days of the meeting creating said minutes. He or she shall perform other duties as may be assigned to him or her by the Corporation’s Board of Directors.

The President

Section 6. Duties of the President. To be considered for role of President, an individual must be a member of AMHA. The President shall preside at all meetings of the Board of Directors, shall have general and active management of the activities and the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute any contracts requiring the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation including, but not limited to, the Executive Director.

The Vice-Presidents

Section 7. Duties of the Vice President. The vice-president, if any, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Secretary

Section 8. Duties of the Secretary. TThe person serving as the Executive Director shall serve as the Secretary of the Corporation. The Secretary may also appoint an assistant secretary to assist with his or her duties. The Secretary shall attend all meetings of the Board of Directors, record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose, be responsible for all necessary correspondence and mailings, give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the Corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

The Treasurer

Section 9. Duties of the Treasurer. The Financial Vice President shall serve as Treasurer, Chief Financial Officer, and Chairperson of the Finance Committee and as such be responsible for overseeing the financial integrity of the Corporation. The Treasurer shall have and exercise under the supervision of the Board of Directors and the Finance Committee, all the powers and commonly incident to his or her office. The Treasurer or his or her designee shall deposit all funds of the Corporation in such depositories as the Board of Directors shall designate. The Treasurer or such designee shall keep accurate books of account of the Corporation’s transactions which shall be the property of the Corporation together with all its property in his or her possession, and which shall be subject at all times to the inspection and control of the Board of Directors and the Finance Committee. He or she shall provide such statements of his or her transactions and accounts as they may respectively from time to time require. The Treasurer shall perform such other duties and have such other power as the Board of Directors shall designate from time to time.

Section 10. Disbursement of Corporate Funds. The Treasurer or his or her designee shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

ARTICLE IX GENERAL PROVISIONS

Checks

Section 1. Signing of Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. At its first annual meeting, the Board of Directors shall designate an individual with the authority to sign checks, demands for money and notes.

Fiscal Year

Section 2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise fixed by resolution of the Board of Directors.

Seal

Section 3. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE X INDEMNIFICATION

Section 1. Indemnification Rights; Advancement. Any person who was, is, or is threatened to be made a party to any action or proceeding (including an action by or in the right of the Corporation or any other corporation, company, partnership, joint venture, trust, employee benefit plan or other enterprise which any director or officer of the Corporation served in any capacity at the request of the Corporation), by reason of the fact that he or she, or his or her testator or intestate, is or was a director or officer of the Corporation, or served such other corporation, company, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, shall be indemnified by the Corporation against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any director or officer where indemnification is prohibited by applicable law. The right of indemnification shall include the right of a director or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be indemnified. The preceding right of indemnification shall be a contract right enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this By-law shall be in effect.

Section 2. Authorization. Any indemnification provided for by Section 1 shall be authorized in any manner provided by applicable law or, in the absence of such law:

(a) by the Board of Directors acting by a quorum of directors who are not parties to such action or proceeding, upon a finding that there has been no judgment or other final adjudication adverse to the director or officer which establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or

(b) if a quorum under clause (a) is not obtainable, by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because there has been no such judgment or other final adjudication adverse to the director or officer.

Section 3. Claim for Indemnification. If a claim of indemnification is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim.

Section 4. Non-Exclusive Rights. The rights conferred on any person under this Article shall not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, By-law, agreement, or otherwise.

Section 5. Insurance. Subject to the laws of Delaware, the Corporation must maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation against any expense, liability or loss of the general nature contemplated by this Article, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the laws of Delaware.

Section 6. Broad Interpretations. It is the intent of the Corporation to indemnify its officers and directors to the fullest extent authorized by the laws of Delaware as they now exist or may hereafter be amended. If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article shall continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.

ARTICLE XI

MORGAN GRAND NATIONAL LLC

Section 1. Membership of LLC. The Corporation is sole member of Morgan Grand National LLC. Governance of Morgan Grand National LLC is established under its Operating Agreement, subject to the ratification and approval of the Corporation as set forth therein. Morgan Grand National LLC is tasked with organizing the annual Grand National and World Championship Morgan Horse Show. Morgan Grand National LLC shall showcase the Morgan horse by organizing an unrivaled, multi-disciplinary, international horse show that recognizes horse and rider excellence while educating and supporting the broader Morgan horse community. In addition, Morgan Grand National LLC will be responsible for:

A. Licensing the marks owned by AMHA by paying an annual fee to AMHA;

B. Fulfilling or sharing sponsorships;

C. Hosting the AMHA Youth of the Year contest; and

D. Organizing other associated activities.

ARTICLE XII AMENDMENTS

Section 1. Manner of Amending. These By-Laws may be amended or repealed or new By-Laws may be adopted by the affirmative majority vote of the entire Board of Directors. The fact that the Board has the authority to adopt, amend or repeal by-laws shall not divest the Member of the power, nor limit its power to adopt, amend or repeal by-laws.