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ARTICLE ONE
OFFICES |
The principal office
of the Corporation shall be at such place in the State of Missouri
as the
Board of Directors may from time to time determine by resolution.
It may have such other offices, either within or without the State
of Missouri, as may from time to
time be authorized by the Board of Directors. |
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ARTICLE TWO
MEMBERS |
| Section
1. ELECTION OF MEMBERS. |
| Any person interested in becoming a
member of the Corporation shall submit a written and signed
application, on a form approved by the Board of Directors, to the
Secretary of the corporation. On approval of his or her application
by the Board of Directors and payment of the required dues, the
applicant shall become a member of the Corporation. Any applicant
who has been disapproved by the Board of Directors may request
reconsideration according to such procedure as may be established by
the Board of Directors. Memberships consist of either Family, Adult or Junior (an individual
under the age of 18). Memberships are valid December 1 - November
30. Memberships bought after October 1 will be applied toward the
following year. |
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| Section 2. VOTING
RIGHTS. |
| Each member shall be entitled to one
(1) vote on all matters required by law on any amendment to the Corporation's
Articles of Incorporation and on any business coming before the membership
for vote at a duly constituted meeting of the membership where a quorum
of the membership is present. Family memberships shall entitle the
family to one vote as a family unit. A Junior membership is not a
voting membership. Members shall also have the right to vote for Board
of Director seats to be filled at any meeting called for that purpose |
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| Section 3. PROXIES |
| Members are entitled to vote by proxy.
A proxy shall be in writing and shall be removable at the pleasure
of the Member executing it. Unless the duration of the proxy is specified,
it shall be invalid after 11 months from the date of its execution. |
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| Section 4. QUORUM. |
| A quorum at any meeting of the membership
shall be twenty-five (25%) percent of the Corporation's Members present
in person or by proxy. |
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| Section 5. PLACE. |
The annual meeting of membership will
be held on the first or secnd Saturday of January at such suitable place as
the Board of Directors may announce. The annual meeting of the membership
will be held immediately after the annual meeting of the sitting Board
of Directors.
The annual meeting of the Members will be to announce the results
of the vote for new Directors and for receiving annual reports of
officers, boards and committees. Directors will assume their directorship
upon completion of the annual meeting of the Board of Directors. |
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| Section 6. TERMINATION
OF MEMBERSHIP. |
| The Board of Directors, by affirmative
vote of three-fifths (3/5) of all of the members of the Board, may
suspend or expel a Member after an appropriate hearing, and, by a
majority vote of Board members , may terminate the membership of any
Member who becomes ineligible for membership due to violation of the
rules of the Corporation, or the Board feels the best interests of
the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the officer so
removed. |
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| Section 7. RESIGNATION.
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Any Member may resign by filing a written resignation with the Secretary. |
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| Section 8. REINSTATEMENT. |
| On written request signed by a former
Member and filed with the Secretary, the Board of Directors, by the
affirmative vote of three fifths (3/5) of the Members of the Board,
may reinstate such former Member to membership on such terms as the
Board of Directors may deem appropriate. |
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| Section 9. HONORARY
MEMBERS. |
| The Board of Directors may, at its discretion,
elect any person as an Honorary Member. Honorary Members shall be
exempt from dues and shall not have the right to vote or hold office. |
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ARTICLE THREE
BOARD OF DIRECTORS |
| Section 1. GENERAL
POWERS. |
| The affairs of the Corporation shall
be managed by its Board of Directors. Directors need not be residents
of the State of Missouri but must be a Member in good standing of
the Corporation. It is recommended that Directors also be Regular
members of USEF or USHJA. |
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| Section 2. VOTING
RIGHTS. |
Each Director shall be entitled to one (1) vote on any business coming
before the Board at any duly constituted meeting of the board where
a quorum is present. |
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| Section 3. QUORUM. |
| Three or more Directors shall constitute
a quorum for the transaction of business at any meeting of the Board;
but if less than a quorum of the Directors are present at any meeting,
the Directors who are present may adjourn the meeting from time to
time without further notice. |
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| Section 4. NUMBER,
TENURE, AND QUALIFICATIONS. |
| There shall be an odd number of Directors
of the Corporation, not less than five. Directors shall be elected by the Members by
a vote taken in January; the vote will be administered according
to the procedures stated in Article 4, Section 1. It is suggested
that four Directors
be elected to three year terms; one elected to a four year term or
five Directors be elected to
three year terms, two elected to four year terms. Any person
succeeding to the office of a Director shall serve the same term as
their predecessor, provided however, that no person may serve as a
Director for more than five consecutive years. During the month of
November, should a vacancy be available, the Board of Directors may canvass the membership seeking nominations for
candidates for Directors. Canvassing will be administered according
to the procedures stated in Article 4, Section 1. Directors will
assume their directorship upon completion of the annual meeting
of the Board of Directors. |
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| Section 5. ANNUAL
MEETINGS. |
| The annual meeting of the Board of Directors
shall be held on the first or second Saturday of January at such suitable place
and time as may be selected by the Board and communicated to the membership.
The annual meeting of the Board of Directors shall be held immediately
prior to the annual meeting of the membership and shall be held
for the purposes of transacting business that may come
before the meeting. |
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| Section 6. SPECIAL
MEETINGS. |
| Special meetings of the Board of Directors
or of the membership may be called by or at the request of the President
or any two (2) Directors, or at the written request of a majority
of all Corporation members in good standing as of the date of the
request. Such special meetings shall be held at such suitable place
and time as the Directors may determine. All meetings will have an
official agenda which shall be determined by the Directors.
Items for the agenda should be received by the President at least
five days prior to the date of the meeting if possible. The
agenda should be distributed to the Board members at least two days
prior to the meeting. It is the responsibility of each Director to
notify the Secretary if unable to attend the meeting and to send their
report to the meeting to be read by another Director. Meeting
minutes should be submitted to all Board members by the Secretary
immediately and revised minutes should be sent out to all Board members
if necessary. Minutes of the meetings will be approved or disapproved
at the next Board meeting. Discussions between Board members
outside of a scheduled official Board meeting will not be considered
official business. Should a decision need to be made between meetings
the request must be submitted to the Board for an impromptu meeting
to be conducted via phone or in person. |
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| Section 7. BOARD
DECISIONS. |
| The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required
by law or by these By Laws. |
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| Section 8. VACANCIES. |
| Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase
in the number of Directors, shall be filled by vote of the Board of
Directors. A Director appointed to fill a vacancy shall serve for
the unexpired term of his predecessor in office. |
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| Section 9. COMPENSATION. |
| Directors shall not receive any compensation,
remuneration or benefit for their services. Nothing herein contained
shall be construed to preclude any Director from serving the Corporation
in any other capacity and receiving commensurate compensation therefore. |
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| Section 10. REMOVAL
AND RESIGNATION |
| Any Director may resign at any time by
giving written notice to the Board of Directors, the President or
Secretary of the Corporation; unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective. Any Director may be removed, with or without cause,
by the affirmative vote of a majority of the Members at a meeting
of the Members at which a quorum is present; provided, however that
a Director elected by the Members may be removed by the Members only
at a meeting called for the purpose of removing the Director and the
notice of such meeting shall state the
purpose, or one of the purposes, of the meeting is removal of the
Director. Any such resignation or removal shall take effect at the
time specified therein. |
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| Section 11. PARTICIPATION
THROUGH ELECTRONIC COMMUNICATION |
| Directors may participate in a meeting
of the Board by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear
each other, and participation in a meeting in this manner shall constitute
presence at the meeting. |
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ARTICLE FOUR
NOTICE OF MEETINGS |
| Section 1. NOTICE
OF ANNUAL MEETINGS. |
| Notice of any annual meeting of the Board
of Directors and of the membership shall be given not less than thirty
(30) days nor more than ninety (90) days prior thereto by written
notice delivered personally or sent by mail, facsimile or other form
of wire or wireless communication to each Director and Member at his
or her business or home address as shown by the records of the Corporation.
If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail in a sealed envelope so addressed, with
postage thereon pre paid. If notice is given by fax, such notice shall
be deemed to be delivered when the confirmation copy so indicates.
If notice is given by other form of wire or wireless communication,
such notice shall be deemed delivered when sent, and the sender shall
maintain a confirmation copy thereof. Any Director or Member may waive
notice of any meeting. The attendance of a Director or Member at any
meeting shall constitute a waiver of notice of such meeting, except
where a Director or Member attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting
is not lawfully called or convened. The business to be transacted
at the annual meeting shall be specified in the notice of such meeting.
All Board Members and Members will provide a mailing address, fax
number and email address to the Secretary of the Corporation and promptly
update that information should a change occur. |
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| Section 2. NOTICE
OF SPECIAL MEETINGS. |
| Notice of special meetings of the Board
or of the membership shall be given to the Board or to the membership,
depending on the nature of the meeting. Notice shall be given not
less than five (5) nor more than (30) days prior to the meeting. Notice
shall be governed by the provisions of Section 1 above. Notice to
the membership is not required for special Board meetings, except
such meetings as are called at the request of a majority of Members
under Article Three, Section 6 above. |
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ARTICLE FIVE
PROCEDURE |
| Section 1. Except as modified herein,
all meetings of the Corporation will be conducted in accordance with
the latest Edition of Robert's Rules of Order. Article Four, Section
2 notwithstanding, and except for meetings of the Board called by
a majority of the Members under Article Three, Section 6 above, any
action taken by the Board of Directors may be taken without a meeting
if all Members of the Board consent in writing and if action so taken
is reduced to writing and included with the Corporation's records.
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ARTICLE SIX
OFFICERS |
| Section 1. OFFICERS. |
| The officers of the Corporation shall
consist of President, First Vice President, Secretary, Point Secretary,
Membership Secretary, Show Membership Secretary and Treasurer, and
such other officers as may be elected in accordance with the provisions
of this article. They shall be known as the Executive Committee. The
Board of Directors may elect or appoint such other
officers as it shall deem desirable, such officers to have the authority
and perform the duties prescribed, from time to time, by the Board
of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary. |
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| Section 2. ELECTION
AND TERM OF OFFICE. |
| The officers of the Corporation shall
be elected by the Board of Directors for such terms (not to exceed
three consecutive years) as the Board may designate. Each officer
shall hold office until his or her successor has been duly elected
and qualifies. Officers must be Members in good standing of the Corporation
and it is recommended they also be Regular members of USEF or USHJA. |
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| Section 3. REMOVAL.
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| Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever,
in its judgment, the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the officer so removed. |
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| Section 4. VACANCIES.
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| A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term. |
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| Section 5. POWERS
AND DUTIES. |
| In addition to the following
specified duties, the several officers shall have such powers and
shall perform such duties as may from time to time be specified in
resolution or other directives of the Board of Directors. All officers
will act in the best interests of the corporation at all times. |
| PRESIDENT: |
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The President shall be the
chief executive officer and shall have powers as usually devolve upon
that office. The President shall preside at all meetings of the Board
of Directors and committees and shall be ex officio a member of all
committees. |
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| VICE PRESIDENT: |
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The Vice President shall
act as chief executive officer in the absence of the President, and,
when so acting, shall have all the power and authority of the President.
Further the Vice President shall have such other and further duties
as may from time to time be assigned by the Board of Directors. |
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| SECRETARY: |
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The Secretary shall keep
the records of all the meetings of the Board of Directors and the
Executive Committee. He or she shall have charge of the charter, certificates,
and records of the group, and all notices of the meetings shall be
sent out in his or her name. |
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| POINT SECRETARY: |
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The Point Secretary shall
keep the records of points for all members for each show year and
compute the annual final standings from the results submitted by the
proper authorities of each member show. Remuneration: $300.00 annually.
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| MEMBERSHIP SECRETARY: |
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The Membership Secretary
shall keep the records of Membership applications and mail out applications
as needed. |
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| SHOW MEMBERSHIP SECRETARY: |
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The Show Membership Secretary
shall keep the records of the show membership applications and mail
out applications and mailing labels as needed. |
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| TREASURER: |
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The Treasurer shall have charge of the
financial affairs of the Corporation, subject in all matters relating
thereto to the control of the Board of Directors and as otherwise
provided in these By Laws. The Treasurer shall keep, or cause to be
kept, regular and faithful accounts in proper books of all monies
and securities that may come into his or her hands and of all receipts
and expenditures connected with the same. On his or her books there
shall be kept a clear statement of the purposes and conditions relating
to each Trust Fund or Fund received for designated purposes. His or
her books and accounts at all times shall be open to the inspection
of any Member of the Board of Directors. At the expiration of his
or her term of office, the Treasurer shall account to and make a proper
settlement with and turn over his other books as Treasurer to his
or her successor and such settlement shall be subject to the approval
of the Board of Directors or the Executive Committee, and the fact
that such settlement has been made shall be reported at the next meeting
of the Board of Directors and noted on its records. The Treasurer
shall prepare all governmental reports as necessary, i.e. payroll,
and shall forward all such reports in a timely manner to the President
(when accompanying disbursements are required) or shall be responsible
to submit to the appropriate governmental office if no such disbursements
are necessary. |
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ARTICLE
SEVEN
COMMITTEES |
| Section
1. COMMITTEES OF DIRECTORS. |
| Except for the Executive
Committee, there shall be no standing committees, but the President
shall have the privilege of appointing special committees for the
purpose of expediting specific functions of the Corporation. One (1)
Director must be a Member of such committee and Members of such committees
must be Members of the corporation, but 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 him or her by law. |
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ARTICLE
EIGHT
CONTRACTS, LOANS, CHECKS AND DEPOSITS |
| Section
1. CONTRACTS. |
| The Board of Directors may
ratify or authorize any officer or officers or agent or agents of
the Corporation, in addition to the officers so authorized by these
By Laws, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority
may be general. No Member has the authority to bind the Corporation
except as may be approved in advance or ratified by the Board of Directors. |
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| Section
2. CHECKS, DRAFTS, OR ORDERS. |
| All checks, drafts, or orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation over One Thousand Dollars ($1,000.00)
shall be signed by two (2) officers of the Corporation, and in such
manner as shall from time to time be determined by resolution of the
Board of Directors. |
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| Section
3. DEPOSITS. |
| All funds of the Corporation
shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board
of Directors may select. |
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| Section
4. GIFTS. |
| The Board of Directors may
accept on behalf of the Corporation any contribution, gift, bequest,
or devise for any purpose of the Corporation. |
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ARTICLE
NINE
BOOKS AND RECORDS |
| The Corporation shall keep
correct and complete books and records of account and shall also keep
minutes of the proceedings of its Members, Board of Directors, and
committees having and exercising any of the authority of the Board
of Directors, and shall keep at the principal office a record giving
the names and addresses of the Members entitled to vote. All books
and records of the Corporation may be inspected by any Member for
any proper purpose at any reasonable time. |
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ARTICLE
TEN
FISCAL YEAR |
| The Corporation's fiscal
year for accounting and other purposes shall be from December 1 through
November 30. |
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ARTICLE
ELEVEN
DUES |
| Section
1. ANNUAL DUES. |
| The Board of Directors shall
determine from time to time the amount of annual dues payable to the
Corporation by Members , and shall give appropriate notice to the
members by publication in a newsletter, notice or on the website. |
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| Section
2. PAYMENT OF DUES. |
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| Dues from new Members shall
be accepted any time during the year: however, membership dues and
horse nominations received after March 1 will receive points from
the date of nomination only. |
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| Section
3. DEFAULT AND TERMINATION OF MEMBERSHIP. |
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| Renewing Members whose dues
have not been received by January 1 may thereupon be terminated by
the Board of Directors as provided hereinabove. |
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ARTICLE
TWELVE
WEBSITE |
| Section 1. The
official website of the Corporation shall be www.MOHJO.org or such
other site as the Board of Directors shall approve. Its upkeep shall
adhere to a budget determined by the Executive Committee. |
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| ARTICLE
THIRTEEN
NONDISCRIMINATION |
| The Corporation hereby formally
adopts a policy of nondiscrimination in every aspect of its existence
and operations. There shall be no discrimination against any person
by reason of race, religion, age, handicap, disability, sex or national
origin with respect to employment, Board membership or any other act
of the Corporation |
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ARTICLE
FOURTEEN
PURPOSE |
| The purposes of the Corporation
shall be those nonprofit purposes stated in the Articles of Incorporation,
as they may be amended from time to time. |
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ARTICLE
FIFTEEN
LIMITATIONS |
| No part of the net earnings
of the Corporation shall inure to the benefit of, or be distributable
to its Members, trustees, officers, or other private persons, except
that the Corporation 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 in Article Fourteen hereof.
No substantial part of the activities of the Corporation shall be
the carrying on of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall not participate in, or intervene
in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office. Notwithstanding
any other provision of these articles, the Corporation shall not carry
on any other activities not permitted to be carried on (a) by a Corporation
exempt from federal income tax under Section 501(c)(3) of the Internal
Revenue Code, or corresponding section of any future federal tax code,
or (b) by a Corporation, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code, or corresponding section
of any future federal tax code. |
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ARTICLE
SIXTEEN
DISSOLUTION |
| Upon the dissolution
of the Corporation, the Board of Directors shall, after paying or
making provisions for the payment of all the liabilities of the
corporation, dispose of all the assets of the Corporation exclusively
for the purposes of the Corporation in such manner, or to such organization
or organizations organized and operated exclusively for charitable,
educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section
501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding
provision of any future United States Internal Revenue Law), as
the Board of Directors shall determine, specifically, Longmeadow
Rescue Ranch of the Missouri Humane Society. Any such assets not so disposed
of shall be disposed of by the Circuit Court of the county in which
the principal office of the Corporation 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. |
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ARTICLE
SEVENTEEN
AMENDMENT |
| These By-laws may be amended
or modified by the written consent of three-fifths of the Board of
Directors at a duly called annual or special meeting. |
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ARTICLE
EIGHTEEN
IMDEMNIFICATION |
| Each person who is or
was a Director of officer of the Corporation, including the heirs,
executors, administrators, or estate of such person, shall be indemnified
by the Corporation to the full extent permitted or authorized by
the laws of the State of Missouri, as now in effect and as hereafter
amended, against any liability, judgment, fine, amount paid in settlement,
costs and expenses, including attorney fees, incurred as a result
of any claim arising in connection with such person's conduct in
his or her capacity, or in connection with his or her status, as
a Director officer of the Corporation. The indemnification provided
by this By-law provision shall not be exclusive of any other rights
to which he or she may be entitled under any other By-laws or agreement,
vote of disinterested Directors, or otherwise, and shall not limit
in any way any right that the Corporation may have to make different
or further indemnification with respect to the same or different
person or classes of persons.
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