|
BYLAWS
OF
MONTANA PAINT HORSE CLUB
*******************************
ARTICLE I
NAME, PURPOSE, LOCATION & CORPORATE SEAL
Section 1. Name - This corporation shall be called the Montana Paint Horse Club. The official abbreviation shall be MPHC.
Section 2. Purpose - The Club shall at all times be operated and conducted as a non-profit corporation in accordance with the laws of the State of Montana providing for such corporations and by which it shall acquire all such rights as granted to corporations of this kind.
The purpose of this club shall be to promote and stimulate interest in the Paint Horse by encouraging Paint breeding for conformation and ability; by promoting interest in the Paint as a breed; by sponsoring and/or encouraging Paint Horse classes in all horse shows, pleasure and trail riding, racing and all activities of the same nature in every way possible; by promoting good horsemanship and sportsmanship; and by educating the public about the qualities of the Paint Horse and the American Paint Horse Association.
Section 3. Location - The MPHC shall cover the entire state of Montana. The corporation shall also maintain, within the state of Montana, a registered office in compliance with the Non-Profit Corporation Act, at such place as may be designated by the Board of Directors. The principle place of business shall be the address of the duly elected secretary, but business of the club may be conducted at any location established by the Board of Directors.
The corporation shall continuously maintain, within the state of Montana, a registered agent in compliance with the Non-Profit Corporation Act. Said agent shall be designated by the Board of Directors. Any change in the registered office or change in the registered agent shall be accomplished in compliance with the Non-Profit Corporation Act.
Section 4. Corporate Seal - The corporation shall have a seal which shall be in the form designated by the Board of Directors, but upon which shall be inscribed the name of the corporation. The seal shall be impressed upon all contracts and conveyances and shall be in the charge of the secretary.
ARTICLE II
MEMBERS
Section 1. Membership - Members of the Club shall be admitted, retained, expelled and suspended in accordance with such rules and regulations as the Board of Directors may, from time to time, adopt. Membership shall not be limited to individuals, but may include firms, corporations, executors, trustees and institutions of learning. Members may be residents of any state, territory or country.
Section 2. Term - Membership shall be on an annual basis, expiring on Dec. 31 of each calendar year.
Section 3. Types of Membership - There shall be no shares of stock and only three classes of members; membership shall be open to all persons who subscribe to the aims of the Club, abide by the rules and regulations, and assist in furthering its purposes and objectives. Three classes of members shall be:
(1.) Single Adult - 19 years of age and older;
(2.) Family - All ages including youth 18 years of age and under;
(3.) Youth - 18 years of age and under as of January 1, and not a Family Member.
Section 4. Voting Rights - All adult members, while in good standing, shall have equal rights, interest and responsibilities with respect to the Club and its property, which includes the right to vote and to hold office and committee assignments, except as otherwise limited. Whenever the terms “member” or “members” shall be used in these Bylaws, unless otherwise specified, it shall mean a member or members in good standing and having the right to vote.
Each single adult membership entitles the member to one vote, but no more than two votes per immediate family shall be allowed even if the family has more than one membership. Minor children of the family and youth members shall have no voting privileges. Absentee and proxy voting are not allowed at any club meeting.
Section 5. Dues - Dues may be changed by a majority vote of the Board of Directors as conditions.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers - Management and conduct of the affairs of the corporation shall be vested in and controlled by its Board of Directors. The Board of Directors shall possess, and may exercise, any and all powers granted to the corporation under the State of Montana Non-Profit Corporation Act and its Articles of Incorporation.
In furtherance, but not in limitation of the authority to govern the corporation, the Board of Directors shall have the following powers:
(a) To elect one of its numbers as Chairman and one or more of its number as Vice Chairman. The Chairman shall serve a 1-year term and Vice-Chairman 1-year term, and be eligible for re-election.
(b) To apply and expend, for the purposes expressed herein and in the Articles of Incorporation, the net income of the corporation and/or any or all of the principal or capital thereof.
(c) To employ agents and attorney for the administration of the corporation and, to this end, to delegate to such agents or attorneys such ministerial duties as are deemed proper. In no event, however, may the duties so delegated include determining the purposes for which the income and assets of the corporation are to be devoted, or the selection of recipients of the distributions from the corporation, or the selection of activities in which the corporation shall engage.
(d) To accept gifts, bequests, devises or grants or other contributions of real and personal property, or interests therein, on behalf of the corporation, provided the terms and conditions under which such contributions are made shall be consistent with the purposes and objects of the corporation.
(e) To designate, or authorize the Chairman of the Board to designate, a nominating committee, consisting of not less than 3 Directors, and whose members shall serve 1-year terms. This should take place prior to December 1 (one) of each year.
(f) To designate, or authorize the Chairman of the Board to designate, any other committees, not limited in membership to Directors in the management of the corporation, and whose members shall serve 1-year terms.
(g) To pay all costs, expenses and charges in connection with the administration of the corporation, including, but not limited to, attorneys’ fees and agents’ fees.
(h) To make, amend, repeal and enforce such rules and regulations, not contrary to law or the Articles of Incorporation of the Bylaws concerning:
(1) The admission, classification, suspension and
expulsion of members and the procedure to be
followed for any of the above;
(2) Removal of officers;
(3) Collection of dues and fees;
(4) Auditing of books and records;
(5) Awarding of championships;
(6) Conducting of shows, contests, exhibitions, races,
sales, social functions, and any other activities
promoting the general purposes of the Club.
Section 2. Termination of Office of a Director, Election of a Successor - The tenure of any Director of the corporation shall automatically terminate upon the effective date of his or her resignation submitted in writing to the Board of Directors, upon his or her death, or upon a vote by the majority of members of the Board in office at the time to remove him or her from office. Any vacancy occurring on the Board of Directors may be filled by the majority vote of the Directors, which may be taken at a meeting of the Board or by mail. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Such successor shall, upon assuming office as a Director, be subject to and governed by all the provisions of these Bylaws. In the event the number of Directors in increased by amendment to these Bylaws, the additional Directors shall be subject to and governed by all the provisions of these Bylaws.
If a Director misses two meetings without due cause, he or she may be removed by resolution of the Executive Committee and shall be replaced as provided for above.
Section 3. Decisions by the Board of Directors; Quorum for Meetings - A quorum for the transaction of business by the Board of Directors shall be 5. In the absence of a quorum, a majority of those Directors present may adjourn the meeting. The affirmative vote of a majority of the Directors present and voting at a Board meeting at which there is a quorum present shall be necessary and sufficient to the making of decisions by the Board except:
(a) As a larger vote at any time be otherwise specifically required by these Bylaws, and
(b) As the vote of a greater number or proportion of the Board of Directors is, or may at any time be required by the Non-Profit Corporation Act for the taking of specific action. Decisions made in accord with the above provisions shall be the act of the Board of Directors for any and all purposes.
Section 4. Meetings
(a) Regular meetings of the Board of Directors shall be held at least once a year, before December 31st of each year, at the principal place of the business of the corporation, or at such other location as designated by the notice of said meeting, and such other public meetings as may be desired for any purpose.
(b) Special meetings of the Board may be called by the President when deemed necessary, or by written request of at least 5 members of the Board at any time and at any place agreed to in writing by a majority of the Board of Directors.
(c) Notice - Both regular and special meetings of the Board, or any change in the time or place thereof, must be preceded by written notice thereof to each Director. Such notice shall specify the date, time and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. Such notice must be given not less than two nor more than thirty days prior to the meeting date, and must be either delivered personally to each Director or mailed (including the sending of a telegram) to him at his business address. If such notice is given by mail, properly addressed with postage prepaid thereon, it shall be deemed delivered when it is placed in the United Sates mail. If such notice is given by telegram, it shall be deemed delivered when the content of the telegram is delivered to the telegram company.
Notwithstanding the foregoing requirements, a Director may waive notice of the time and place of any regular or special meeting. Attendance at regular or special meeting shall constitute waiver of notice, except where the Director attends a meeting for the express purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or is not lawfully convened. A written statement filed with the Board of Directors by any Director either before or after such a meeting is held, which recites knowledge of date, time, and place of such meeting and specifically waives notice thereof, shall be considered effective to dispense with the requirement for prior written notice to such Directors.
(d) Action by Board Without Meeting - Any Action or decision required or permitted to be taken at a regular or special meeting of the Board may be taken or made without the convening of a formal meeting, provided all members of the Board so consent in writing and set forth in the same writing the action or decision to be taken or made. Such consent and writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by the corporation.
ARTICLE IV
ELECTIONS
Section 1. Election - The members shall elect a Board of Directors of nine (9) members. All elections shall be conducted by written ballot. At the election to be held at the annual meeting, one-fourth of the total Board membership shall be elected for one year, one-fourth shall be elected for two years, and one-fourth shall be elected for three years. Thereafter, at each annual meeting, new directors to fill the vacancies of retiring members shall be elected for three-year terms. Directors may serve no more than three (3) consecutive terms.
Each elected Director shall be a bona fide resident of the area. No more than two members of any family or firm may sit on the Board of Directors at any given time. Persons elected to the Board of Directors will pay their dues before taking office. No members shall hold office without being at least 18 years of age. All Directors must be members in good standing with the Club.
Section 2. Nominating Committee - At the Annual meeting of the corporation, a slate of names for election to the Board shall be presented by the Nominating Committee. This shall be preclude further nominations from the floor.
Section 3. Election of Officers - Following the annual meeting of the corporation electing the new members of the Board, the President shall call a meeting of the Board for the purpose of voting for officers, either immediately following the adjournment of the annual meeting, or within ten (10) days following the annual meeting.
Section 4. Majority of Votes - It shall require a majority of votes of the members present at the annual meeting to elect a member of the Board, and it shall require a majority of the votes of a quorum of the Board of Directors to elect an officer. It shall not require the calling of an annual meeting to elect the first Board of Directors, since the incorporator of the corporation and any others he may choose shall comprise the first Board of Directors.
ARTICLE V
OFFICERS AND DUTIES
Section 1. Officers - The officers of the Club shall be the President, Vice President, Secretary, Treasurer and such other officers as may be authorized from time to time by the Board of Directors.
Section 2. Term - The President of the Club shall be elected from among the Board of Directors. The officers shall hold office for a period of one year and they may be reelected to successive terms in office. The tenure in office of any officer shall terminate by the same acts or events which are specified in Section 4 of Article III as terminating the tenure of a Director. In particular, any member of the Club holding office who is delinquent in the payment of dues shall be removed from office unless said delinquency is corrected with 15 days after written notice is given of such delinquency.
Any officer or assistant officer appointed by the Board of Directors may be removed from office by the Board of Directors upon such terms as the Board of Directors may specify in writing to such officer.
Section 3. Contracts - The written contracts of the Club shall be executed in behalf of the Club by the President or Vice President and attested to by the Secretary and the corporate seal.
Section 4. President - The President shall be the chief executive officer of the Club and shall preside at all meetings of the Board of Directors and Executive Committee. The President shall see that the Bylaws, rules and regulations of the Club are enforced and shall perform all other duties that may be prescribed from time to time by the Board of Directors.
Section 5. Immediate Past President - The Immediate Past President shall serve on the Executive Committee and on the Board of Directors for one year after expiration of his or her term, with voting privileges.
Section 6. Vice President - The Vice President shall preside in the absence of the President and shall perform such duties as prescribed by the President and succeed the President, should the office be vacated prior to the regular election of a successor.
Section 7. Secretary - The Secretary shall be the custodian of the corporate seal and of records and documents of the corporation except the financial records; shall issue notices of all meetings; shall maintain a record of the proceedings of all meetings of the Board of Directors and of the membership; and shall perform such other duties as the Board of Directors or President may direct.
Section 8. Treasurer - The Treasurer shall take custody of all funds, gifts received and other assets of the corporation; place them in accounts in the name of the corporation in such banks or other depositories as the Board may direct; disburse such funds or other assets upon direction from the Board or President; keep and maintain accurate and complete financial records of the assets, receipts and disbursements of the corporation; collect all monies due the corporation; pay routine bills and expenses of the corporation without specific resolution of the Board, but subject to ratification by the Board, perform such other duties as the Board of Directors or President may direct. The annual financial report is to be distributed to all members.
Section 9. Bond - The Board of Directors may, at its discretion, require the Treasurer and/or any other officer to furnish a bond of a kind and in the amount required and approved by the Board.
Section 10. Inspection of Records - Both the Secretary and the Treasurer shall permit any Director or his or her duly authorized attorney to inspect all the books and records of the corporation for any proper purpose at any reasonable time.
Section 11. Vacancies - All vacancies in the positions of officers of the Club shall be filled by appointment by the President and ratified by the Board of Directors for the unexpired term. Such appointments shall be made from the general membership and those so appointed shall serve until the next election.
ARTICLE VI
COMMITTEES
Section 1. Executive Committee
- There is hereby created an Executive Committee consisting of the President, Immediate Past President, Vice President, Secretary, Treasurer and such other members as may be authorized from time to time by the Board of Directors, each for a term of one year and until the selection and qualification of his or her successor. No member shall serve on the Executive Committee without being a member of the American Paint Horse Association (APHA). The Executive Committee shall report directly to the Board of Directors.
Section 2. Other Committees - From time to time the Board of Directors may create and empower other committees, general or special. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, which, to the extent provided in such resolution, in the Articles of Incorporation, or in these Bylaws, shall have and exercise the authority of the Board of Directors in the management of the corporation.
General or special committees shall consist of two or more persons. The chairperson may be appointed by the President or the Board of Directors; the remainder may be chosen by the chairperson and need not be directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him or her by law. Any non-director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a director who is a member thereof.
Section 3. Actions by Committees - The committees may act, with approval from the Board of Directors, without convening in meeting, by written resolution signed by all members of the committee, and duly entered in the Club’s records. At all meetings of the committee, those present shall constitute a quorum.
Section 4. Power of Executive Committee - All powers of the Board of Directors are hereby vested in the Executive Committee, but any powers of the Committee re subject to limitations set forth by the Board of Directors.
Section 5. Limitation on Term - No officer or member of the Executive Committee may serve on the Executive Board in excess of six (6) consecutive years.
ARTICLE VII
MEMBERSHIP MEETINGS
Section 1. Annual Membership Meetings
- The annual meeting of the members shall be held in the fourth quarter of each year at such time and place as may be fixed by resolution of the membership for the purpose of electing and installing directors and for the transaction of such other business as may be brought before the meeting.
Notice of the annual meeting shall be given by mailing a notice stating the time and place of such meeting to the last known address of each member in good standing not less than 10 or more than 50 days prior to the date of such meeting. If special topics are to be discussed and/or voted upon, members will by notified of these topics.
At any meeting of the members held in accordance with the foregoing provisions as to notice, the members attending such meeting shall constitute a quorum. Absentee or vote by proxy is not allowed in the annual membership meeting or any special membership meeting.
Section 2. Special Meetings - Special meetings of the members may be held at such time and place as may be designated in the notice whenever called in writing by direction of the President or by a majority of the Board of directors or by a notice signed by not less than twenty percent (20%) of the members then in good standing.
Section 3. Conducting of Meetings - Any officer of the Club may call the meeting of the members to order and may act as chairman of such meeting, precedence being given as follows: President, Vice President, Immediate Past President. In the absence of such officers, members present may elect a chairman.
The Secretary of the Club shall act as the Secretary of all meetings of the members, but in his or her absence, the President or acting Chairperson may appoint any person to act as Secretary of the meeting.
Section 4. Action by the Membership - All actions of the Board of Directors are subject to revision or amendment by the members at any special or regular meeting of the membership provided that written notice of any intention to revise or amend any action of the Board of Directors has been mailed to all members at least thirty (30) days in advance of that meeting.
ARTICLE VIII
AMENDMENTS
The Board of Directors shall have the power to make, amend and repeal these Bylaws by vote of the majority of the Directors at any regular or special meeting of the Board, subject to the right of the members to rescind or amend any such Bylaws in the manner provided in Section 4, Article VI hereof.
ARTICLE IX
RULES
Section 1. Establishment - The Board of Directors and/or Executive Committee is responsible for establishing the rules consonant with the supplementary to the Articles of Incorporation and Bylaws for the general administration of the business of the Club. The rules shall be published and distributed to the members, with revisions published when sufficient changes to the rules warrant a new publication. The Executive Committee must conduct an annual review of the rules with a view toward updating.
Section 2. Conflicts - In any conflict between the Constitution of the Club and the Rules and Bylaws of the American Paint Horse Association, the rules of the American Paint Horse Association will govern.
ARTICLE X
INDEMNIFICATION
Section 1. Indemnification - Each director, officer and committeeman of said Club shall be indemnified by the Club against all costs, expenses and liabilities reasonably incurred by him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a director, officer or committeeman of the Club, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such officer, director or committeeman. The foregoing right of indemnification shall cover amounts paid in settlement of any such action, suit or proceeding when such settlement appears to be in the interest of the Club. The foregoing rights shall be in addition to any other rights to which such director, officer or committeeman maybe entitled as a matter of law.
ARTICLE XI
DISSOLUTION
Section 1. Dissolution - Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispense all the assets of the corporation to the American Paint Horse Association of Fort Worth, Texas. Dissolution of this corporation shall require not less than two-thirds of the members’ written consent and shall be in compliance with the laws of Montana.
ARTICLE XII
DISCIPLINE
Section 1. Disciplinary Action - Disciplinary action to any member shall be taken by the Executive Committee as laid out in the APHA Rulebook. All members shall be given prior notice of their proposed action and shall be given a chance to appear in person before such disciplinary committee.
Section 2. Reasons for Disciplinary Action - This action will be invoked by the breaking of Club or APHA rules or actions causing a bad reflection on this organization or the Paint Horse breed.
Section 3. Suspension - Anyone suspended by APHA is automatically suspended by the Montana Paint Horse Club.
Gail Morris __(signature on original)_______
Sharon Westre__(signature on original)_____
Maria Jerome ___(signature on original)____
Jim Lynch___(signature on original)_______
LariAnn Brandon___(signature on original)_
Shawn Thomas___(signature on original)___
Robert Bender____(absent)______________
Revised 10/10/04
BACK |
