THE AMERICAN MORGAN HORSE ASSOCIATION, INC.
Effective September 8, 2018
1.1 Name and Purpose: The name of the corporation is “The American Morgan Horse Association, Inc.” (the “Corporation”), and it is organized for the purposes set forth in the Certificate of Incorporation of the Corporation.
1.2 Seal: The seal of the Corporation shall consist of a flat faced circular die with the following words and figures cut or engraved thereon: the figure of a horse and “The American Morgan Horse Association, Inc., New York.” The Executive Director shall have custody of the seal.
1.3 Ethics Statement: The American Morgan Horse Association recommends and expects that all persons will conduct themselves in an honest, forthright, ethical and sportsmanlike manner in their relationship with each other at any time they are involved in Morgan horse-related matters.
1.4 Gender: The pronoun “he” is used throughout these Bylaws and should be construed to include the pronoun “she” wherever appropriate. The same applies to the gender of possessive and objective pronouns.
2.1 Classes of Membership: There shall be one class of membership with all members having prescribed voting privileges.
2.2 Membership: Each candidate for membership shall apply for membership on an application form specified by or as otherwise authorized by the AMHA. All applications for membership shall be reviewed by the AMHA and acceptance shall be within the discretion of the AMHA. Membership shall be effective as of a date prescribed by the AMHA.
2.3 Dues: The Board of Directors shall, from time to time, establish dues for the Corporation’s members.
2.4 Voting Rights of members: All adult members have the right to vote if they are eighteen years of age and older. Youth under the age of eighteen may vote on AMHAY matters only.
2.5 Term: All memberships shall expire December 31st at 11:59 PM, Eastern Standard Time; except Life memberships (Adult and Youth) to the extent such memberships are authorized by the Board of Directors.
2.6 Rules of Membership: Subject to the foregoing provisions of this Article II, the Board of Directors shall have the authority to fix the characteristics of the one class of membership and the qualifications and rights of, and limitations upon, the members of a single class including rules governing admission, fees and dues, and suspension or termination of membership. This includes the authority of the Board of Directors to assign types/levels under the single class of membership.
2.7 Place and Time of Meetings: Meetings of the members may be held at such place and at such time as may be provided in the notice of the meeting and approved by the Board of Directors.
2.8 Annual Meeting: The annual meeting of the members shall be held each year at such time and place within the continental United States as shall be determined by the Board of Directors.
2.9 Special Meetings: Special meetings of the members may be called by (i) the President or any Vice President, (ii) one-third of the members of the full Board of Directors, or (iii) by the Secretary of the Corporation upon the written request of at least ten percent (10%) of the members of the Corporation entitled to vote at such special meeting. Said written request shall be evidenced by the filing with the Secretary of the Corporation, petitions signed by said members, which shall state on each petition the specific purpose for which the special meeting is requested. The meeting shall be held not less than two months or more than three months from the date of the written request. Only business within the purpose or purposes described in the notice for a special meeting of the members may be conducted at the meeting.
2.10 Notice of Meetings: Written notice stating the place, day, and hour of each meeting of the members and, in the case of a special meeting, the person or persons calling the meeting and the purpose or purposes for which the special meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, if given either personally or by first class mail or not less than thirty nor more than sixty days before the date of the meeting, if mailed by any other class of mail, or by electronic mail to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the member at his address as it appears on the records of the Corporation with postage thereon prepaid. If mailed electronically such notice will be deemed to be delivered when directed to the member’s electronic email address as it appears in the records of the Corporation, so long as delivery to that address has not previously failed on two consecutive occasions and the Corporation is not otherwise aware that electronic mail cannot be delivered to that address. Notices of annual meetings shall identify (by Region and states or areas included in each) the Regions which are to elect Directors at the meeting, and shall state for each such Region the number of Directors to be elected for the Region. If the meeting is a special meeting, the notice shall state that it is being issued by or at the direction of the person or persons calling the meeting. The person giving such notice shall make an affidavit thereof, to be filed with the minutes of the meeting.
2.11 Waiver of Notice: Attendance at Meeting. A member may waive any notice required by law or these bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the Corporation’s Secretary for inclusion in the Corporation’s corporate record book. A member’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the member prior to the conclusion of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
2.12 Voting Rights: Each member who is in good standing and who has attained at least eighteen years of age as of January 1 of that year is entitled to one vote on each matter presented to the Membership for a vote.
2.13 Voting Requirements: Quorum. Unless a greater number is required by law, members holding the lesser of one hundred or one-tenth of the votes entitled to be cast, represented in person or by proxy or by ballot delivered in advance, shall constitute a quorum, but a lesser number may adjourn the meeting until another date or time without further notice. In an election of directors, members with record addresses in the Region entitled to cast the lesser of one hundred or one-tenth of the votes, entitled to be cast in that Region, represented in person or by proxy, or by ballot delivered in advance, shall constitute a quorum for the election of directors for that Region. In the absence of a quorum a lesser number of members from the Region may adjourn the meeting until another date or time without further notice for the sole purpose of election of directors for such Region. The vote of a majority of the votes entitled to be cast by the members present, represented by proxy or represented by ballots delivered in advance at a meeting at which a quorum exists shall be necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by law. In any election of directors by members, the nominee or nominees receiving the largest number of votes cast shall be elected. In the event of a tie, further votes shall be taken until the tie is broken.
2.14 Ballot Form and Proxy Forms: A member entitled to vote may vote in person, by proxy or by ballot delivered in advance as described in these bylaws. Proxy designation and proxy voting is permitted only by use of approved forms prepared by or on behalf of the Corporation. In connection with each meeting of the members, the Executive Director shall cause to be prepared (i) a ballot form enumerating all nominees for election and all matters to be voted on by members and authorizing the Tabulating Agent as proxy to vote the member’s choices (the “Approved Ballot Form”), and (ii) a general proxy form by which a proxy may be designated to act in his discretion on behalf of the member (the “Approved Proxy Form”). The Executive Director shall cause the Approved Ballot Form and Approved Proxy Form to be provided with the notice of such meeting to all members entitled to vote at any meeting of members. The Board of Directors may establish procedures by which the use of proxies will not delay tabulations or announcement of tabulated election results.
2.15 Provision of Solicitation Material: The Executive Director, upon request from any member in good standing, shall forthwith provide the membership list as of record date necessary for the solicitation of nominating petitions or the solicitation of ballot votes.
2.16 Resolution of Disputes: By applying for and accepting membership in the Corporation, a member acknowledges and agrees that the resolution of any dispute between the member, whether in the member’s capacity as a member, an officer, or a director of the Corporation, and the Corporation, or any individual acting on behalf of the Corporation as an officer, director, employee, or committee member, related to or arising in any way out of the conduct of the Corporation's business, shall be subject to the following provisions to the extent permitted by applicable law.
(a) Jurisdiction Venue: The member submits himself to the jurisdiction of the courts of the State of Vermont and the United State District Court for the District of Vermont and waives any objection or defense that such courts do not have jurisdiction over the member. Unless the Corporation agrees otherwise, the sole venue for any lawsuit shall be in the courts of the State of Vermont or in the United State District Court for the District of Vermont, and the member waives any right that the member might have had to file a lawsuit in any other court and waives any objection or defense that such courts are an inconvenient forum. Unless the Corporation agrees otherwise, any administrative proceedings or arbitration proceedings shall take place in the State of Vermont.
(b) Costs to Prevailing Party: In any such litigation or administrative proceedings, including arbitration proceedings, the prevailing party shall be entitled to an award of all reasonable costs incurred, including, without limitation, reasonable attorneys' fees.
3.1 Record Date: The record date for the annual meeting of members shall be December 31 of the year preceding the meeting, and only those members in good standing on such record date shall be entitled to receive notice of the meeting and to vote thereat. The Board of Directors shall set a record date, for any special meeting, which record date shall not be more than fifty nor less than ten days prior to the date of such special meeting.
3.2 Tabulators: The Board of Directors shall, at least forty days before any meeting at which Directors are to be elected or any other matter to be voted by the members, appoint an independent “Tabulating Agent”, who is not an employee of the Corporation, to act as inspector, as that term is defined in Section 610 of the New York Not For-Profit Corporation law, at such meeting. If the Board of Directors shall fail to make such appointment, the Tabulating Agent may be appointed by the President, or if he fails to do so, by the person or persons calling the meeting.
3.3 Tabulation List: The Executive Director shall furnish to the Tabulating Agent a list of all members to whom ballots are available.
3.4 Submission of Ballots: Ballots sent to members entitled to vote at any meeting of the membership shall be delivered with instructions for submitting a ballot in advance by method(s) approved by the Board. Ballots may also be submitted by completion at the annual meeting, or may be cast at the meeting by a properly designated proxy holder. Other than ballots voted at the time of the annual meeting by persons or proxies present thereat, ballots shall be postmarked no later than fourteen days prior to the meeting date or otherwise submitted to and received by the Tabulating Agent, by any method approved by the Board of Directors, no later than three days prior to the meeting date.
3.5 Ballot Tabulation Procedure: The Tabulating Agent shall have custody of all ballots returned. Ballots shall not be available for inspection by anyone other than the Tabulating Agent. The Tabulating Agent shall examine, verify and tabulate all eligible ballots received. Tabulated election results shall be announced at the annual meeting
3.6 Retention of Voting Records: All ballots received by the Tabulating Agent and all tabulations of votes at the meeting shall be retained by the Tabulating Agent for at least sixty calendar days after the close of the meeting, at which time the ballots/general proxy forms will be destroyed. A list of voters of such ballots shall be made available for inspection by members or their representative one hour after announcement of the election results. Upon at least five days’ written demand by any member, who has been a member of record for at least six months immediately preceding his demand, or his duly authorized representative, a list of voters will be available for inspection during usual business hours for sixty calendar days only. At the conclusion of the sixty calendar day time limit, the certified and notarized list of voters will be posted to the Members Only section of the AMHA website for the remaining interval until October 1 of that calendar year.
4.1 Management and Control: The affairs of the Corporation shall be managed and conducted by a Board of Directors consisting of a maximum of nine directors as determined by these Bylaws. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws or by action of the members at any general membership meeting. Without limiting the generality of the foregoing, the Board of Directors shall have control of the operation of the American Morgan Horse Register and shall have authority to make rules and regulations relating thereto, and in accordance therewith may limit, suspend or terminate registration, transfer and other privileges of any person. The Board of Directors may by resolution provide rules and regulations governing the relationship the Corporation shall have with persons who are not members.
4.2 Geographical Areas: There are hereby established three geographical membership regions (referred to in these Bylaws as “Regions”) as set forth in Schedule “A” attached hereto, which is made a part of these Bylaws.
4.3 Qualifications: All directors must be members of the corporation, holding an Individual or Life type of membership, at least eighteen years of age, and in good standing at the time of their election Directors must be residents of the Region for which they are elected at the time of their election and, if their residence shall change during their term to a place outside of the Region, they must resign their position.
4.4 Election and Term: There shall be a maximum of three elected Directors for each of the Regions. Directors for each region shall be elected at an annual meeting of members by those members entitled to vote and with a record address in such Region as of the Record Date for such meeting. Election of the Directors shall be staggered as follows: the term of all sitting directors shall terminate as of the close of the election at the 2017 Annual Meeting of Members. At the 2017 Annual Meeting, one director from each of the Regions shall be elected to a one year term, one director from each Region shall be elected to a two year term, and one director from each Region shall be elected to a three year term. Thereafter, at any subsequent Annual Meeting of Members, directors shall be elected or re-elected to three year terms. Each director shall serve until his term has expired or until his death, resignation or removal. No director shall serve continuously for more than nine years.
4.5 Director Emeritus: The board may designate as Director Emeritus any director who has served as director of the corporation for at least nine years. A Director Emeritus may attend and participate in discussions at any meeting of the Board, but shall have no right to vote and shall not be deemed to be a member of the Board of Directors for any purpose. A Director Emeritus may serve as a committee chairman as directed by the President and Board of Directors. The Director Emeritus status does not negate an individual’s ability to run for and be elected to a director position within their designated region.
4.6 Nomination of Directors: Candidates for election to the Board of Directors shall be nominated as follows:
(a) Nomination by member: By April 1st of each year, the Executive Director shall deliver to each member entitled to vote in the regions in which Directors are to be elected in the upcoming annual meeting of members a notice stating the number of Directors to be elected for each such Region and the final date for the filing of nominating petitions and further stating that a form for nominating petitions is available upon request without charge. Members shall be entitled to nominate candidates for the position of Regional Director by delivering to the Executive Director on or before October 1st one or more nominating petitions signed collectively by at least fifteen (15) of the members entitled to vote for a director from the Region at the upcoming annual meeting and signed by the nominee named therein to demonstrate acceptance of his nomination. Electronic signatures on nominating petitions and on a nominee’s acceptance shall be deemed acceptable.
(b) Notice of Nominees: On or before October 30, the Executive Director shall mail to each Board Member and person nominated by such petitions a notice stating the names of all persons who have been nominated for Director and the number of Directors to be elected for each Region.
(c) Nomination by Ad Hoc Nominating Committee: In the event no candidate has been nominated in a region, the President may, but it’s not required convene an Ad Hoc Nominating Committee consisting of the presidents, or their designees, of all the State and Regional AMHA Clubs recognized by the Corporation in that Region, which shall meet to enlist nominees for Director from that Region. Such meetings shall occur prior to November 1st of that year, to the extent that no nomination(s) result, the Director position shall remain unfilled.
(d) Membership Lists. The Executive Director shall prepare and maintain a list of all members of the Corporation entitled to vote and their addresses as of December 31 of the previous year. Each such list shall be verified under oath by the Executive Director and shall be filed and retained for at least three years with the membership records of the Corporation, and shall be available for inspection to the same extent as the other membership lists of the Corporation.
4.7 Vacancies: The filling of any vacancy among directors shall be in accordance with the provisions of Section 705 of the New York Not-For-Profit Corporation Law.
4.8 Annual Meeting: The annual meeting of the Board of Directors shall be held following the Annual Meeting of Members for the purpose of electing officers, appointing Standing committees, and seating newly elected Directors.
4.9 Regular Meeting: The Board shall meet at least four times per year (excluding the annual meeting) with the proposed schedule and location and format of meeting to be established by the Board at its annual meeting or as soon after as is practical. The Board may provide, by vote, the time and place for holding additional regular meetings without other notice. Any meeting of the Board may be conducted telephonically or by video conference at the Board’s discretion.
4.10 Special Meetings: Special meetings of the Board may be called by or at the request of the President or at the request of any five members of the Board, and shall be held telephonically, by video conference, or at a place reasonably accessible to all Directors as shall be specified in the notice of special meeting.
4.11 Notice: Notice of any special meeting of the Board, including an agenda of all matters to be conducted at such meeting, shall be given by the Executive Director, upon direction of the person or persons calling the meeting, at least forty-five days prior thereto by written notice delivered personally or sent by mail, facsimile, or electronic mail to each Director at his 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 prepaid. If notice is given by facsimile or electronic mail, such notice shall be deemed to be delivered when the transmission has been confirmed by the facsimile machine or the sending computer. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director 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 meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these rules.
4.12 Quorum: A majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
4.13 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, unless the act of a greater number is required by law or by these rules.
4.14 Attendance at Meetings by Telephone: Any member of the Board may participate in any meeting of the Board by means of a conference telephone or similar communications equipment such that all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
4.15 Consent in Lieu of Meeting: Any action consented to in writing by each and every Director shall be as valid as if the Board had adopted such action at a duly held meeting thereof.
4.16 Resignation: A Director may resign at any time by giving written notice to the Board, the President or the Executive Director of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
4.17 Removal: A Director may be removed from office, with or without cause, by the vote at any meeting called for that purpose by a majority of all members of the Corporation entitled to vote on that Director’s election.
4.18 Committees: The Board may elect or appoint one or more committees and, subject to these Bylaws and to applicable law, may delegate to any such committee or committees any or all of its powers. Unless the Directors otherwise designate, or the Bylaws otherwise provide, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the Directors. Unless these Bylaws otherwise provide, the members of any committee shall remain at the pleasure of the Directors. All meetings of any standing committee except Registry shall be open to attendance for all Board Members at all times and committee actions shall be subject to review and approval by the Board at the next available Board Meeting. All standing committees shall be chaired by a member of the Board of Directors. The Corporation shall have the following standing committees, the members of which shall be appointed and the chairperson designated each year by the Board of Directors at its annual meeting:
(a) Executive Committee. Executive Committee shall consist of no fewer than three board members including the President, Vice President and the Financial Vice President of the Corporation. The Executive Committee shall have all powers of the full Board of Directors as delegated to it by; Resolution of the Board and may exercise such powers in the intervals between meetings of the Board. The Board may not delegate to the Executive Committee its powers with respect to amendment of these Bylaws, removal of any Officer or Agent elected or appointed by the Board, the power to fill vacancies on or any standing committees, or any other matter that is prohibited from delegation by Section 712 of the New York Not-For- Profit Corporation law. Action by the Executive Committee shall be taken only after affirmative vote of two thirds of the full committee.
(b) Registry Committee: The Registry Committee shall consist of no fewer than two members of the Board and no fewer than one additional member of the Corporation who need not be a member of the Board. Its purpose is to maintain and insure the integrity of the American Morgan Horse Registry. The Registry Committee shall provide oversight, advice and counsel to the Registrar. The Executive Director and Registrar shall be non-voting advisory members.
(c) Finance Committee: The Finance Committee shall consist of no fewer than three members of the Board, including the Financial Vice President, and no fewer than two additional members of the Corporation, who need not be members of the Board. The Executive Director shall be a non-voting advisory member. The Finance Committee shall oversee the financial affairs of the Corporation and shall make recommendations to the Board concerning the financial needs of all committees and the Corporation to ensure financial integrity, responsibility and accountability.
(d) Bylaws Committee: Shall consist of no fewer than two members of the Board, and no fewer than one additional member of the Corporation who need not be a member of the Board. It shall be responsible for the periodic review of the Bylaws of the Corporation and shall make recommendations to the Board regarding proposed changes as necessary.
(e) Committee Minutes: All standing committees must produce minutes of all committee meetings/actions for submission to the Board of Directors at the earliest convenient meeting of the Board of Directors for acceptance and where necessary appropriate ratification.
(f) Special Committees and Task Groups: Special Committees and/or Task Groups may be appointed by the Board, Executive Committee, or President as required to conduct the business of the association. Special Committees and Task Group Members must be members of the Corporation. Such committees shall continue at the pleasure of the Board, and shall have such duties and objectives as assigned to them by the Board, Executive Committee or President.
(g) Meeting Venue: Any action required or permitted in the fulfillment of a committee’s or task group’s charge may be conducted by telephone conference call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.
(h) Resignation/Removal: Any member of any committee may resign by giving written notice to the President. Any such resignation shall take effect at the time specified in the notice, or upon receipt. The Board of Directors, Executive Committee or President may remove, with or without cause, any committee member from any committee, except that only the Board of Directors may remove a member from a standing committee.
5.1 Number of Officers: The officers of the Corporation shall consist of a President, Vice President, Financial Vice President, a Secretary, and the Executive Director. The President, Vice President and Financial Vice President shall be members of the Board of Directors. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. No two or more offices may be held by the same person, except that the Executive Director, shall serve as Secretary. No person shall be eligible to hold the office of President for more than three consecutive one year terms. No time spent filling a vacancy in the office of President shall apply to the three consecutive terms limitation.
5.2 Election and Term of Office: The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such annual meeting of the Board of Directors, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his successor has been duly elected and qualified.
5.3 Qualifications: All officers must members of the Corporation, holding an Individual or Life type of membership, at least eighteen years of age, and in good standing at the time of their election.
5.4 Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.
5.5 Vacancies: 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.
5.6 Power and Duties: Each officer shall have such powers and shall perform such duties as may from time to time be specified in votes or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the following powers and authority:
(a) President: The President shall be the Chief Executive Officer of the Corporation and, when present, shall preside at all meetings of the Board of Directors, members and of the Executive Committee and be an ex-officio member of all committees. Those of which he is a seated member. The President, unless some other person is thereunto specifically authorized by vote of the Board of Directors, shall sign all bonds and deeds of the Corporation. He shall have all powers and perform all duties commonly incident to his office as the Board of Directors shall designate from time to time. The President shall have the right to vote, however he shall vote last.
(b) Vice President: The Vice President shall be a Director residing in a Region other than that in which the President resides. He shall be involved in as much of the governing of the Association as possible. During any meetings or periods while the President is absent or the office is vacant, or the President is unable to act, then the Vice President shall be temporarily designated by the Board of Directors (or if it fails to act, by the Executive Committee) to perform the duties and have the powers of the President until the next quarterly meeting of the Board. The Vice President shall perform such other duties and have such other powers as the Board of Directors or President shall designate from time to time.
(c) Financial Vice President. The Financial Vice President shall serve as Corporate Treasurer, Chief Financial Officer Chairperson of the Finance Committee and as such be responsible for overseeing the financial integrity of the Corporation. He shall have and exercise under the supervision of the Board of Directors and the Finance Committee, all the powers and commonly incident to his office. He or his designee shall deposit all funds of the Corporation in such depositories as the Board of Directors shall designate. He or his 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 possession, shall be subject at all times to the inspection and control of the Board of Directors and the Finance Committee. He shall provide such statements of his transactions and accounts as they may respectively from time to time require. He shall perform such other duties and have such other power as the Board of Directors shall designate from time to time.
(d) Executive Director: The Executive Director shall be the Chief Operating Officer of the Corporation. He shall report to and consult with the President. He 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). He shall be responsible for organizing and coordinating administrative plans and operating activities for carrying out the goals and purposes of the Corporation; he shall establish job descriptions to accomplish these goals and purposes; he shall hire, supervise and terminate all Corporation staff members. He shall make regular reports to the members of the Corporation 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 members and the Board on the financial and operational condition of the Corporation as required by Sections 10.3 and 10.4 of these Bylaws. He shall supervise the Registrar’s activities and the issuance of all registration certificates and he shall enforce and implement the Rules and Regulations of the American Morgan Horse Registry as proposed or altered by the Board of Directors. He 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 days of the meeting creating said minutes. He shall perform other duties as may be assigned to him by the Board of Directors.
(e) Recording Secretary: A Recording Secretary shall be appointed by the Executive Director and shall keep accurate minutes of the Annual Meeting of the Members and the quarterly and special meetings of the Board of Directors, and shall perform such other duties as the Executive Director shall designate from time to time.
(f) Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.
5.7 Resignation: An officer may resign at any time by giving written notice to the Board of Directors, the President or the Executive Director of the Corporation. The officer must specify in the notice, from what position they are resigning. The resignation shall take effect upon receipt thereof by the Board of Directors, or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
6.1 The Corporation shall indemnify all Directors, Officers, and employees of the Corporation to the full extent permitted or required by applicable law. The foregoing right of indemnification shall not be exclusive of any other rights to which any such person may be entitled as a matter of law or which may be lawfully granted to him and the indemnification hereby granted by the Corporation shall be in addition to, and not in restriction or limitation of, any other privilege or power that the Corporation may lawfully exercise with respect to the indemnification or reimbursement of Directors, Officers, or employees. The Corporation shall purchase and maintain all necessary insurance coverage to the extent permitted by Section 726 of the New York Not-For-Profit Corporation Law.
7.1 Except as otherwise required by law, the Directors, Officers, and employees of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations, or other entitles extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contracts or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
8.1 To the extent permitted and subject to the provisions of Section 715 of the New York State Not-For-Profit Corporation Law, as from time to time amended or replaced, Directors and Officers may not be interested, directly or indirectly, in any contract for furnishing supplies or services thereto unless such interest is disclosed to and approved by the Board. Directors shall not receive any salary for serving as Directors, but may be reimbursed for reasonable expenses incurred in attending meetings of the Board. The fixing of salaries of Officers shall require the affirmative vote of a majority of the number of Directors at the time required to constitute a full Board.
9.1 The Corporation’s fiscal year shall be from January 1 to December 31.
10.1 Books and Records: Except as otherwise expressly required by the laws of New York, the books and records of the Corporation may be kept at such places as approved from time to time by the Board of Directors. The books of account and other financial records shall be in the custody of the Treasurer or his designee. The lists of members of the Corporation, all minutes of the meetings of members, the Board of Directors and all of the books and records of the Corporation not herein otherwise provided for, shall be in the custody of the Executive Director.
10.2 Annual Accounting: The Executive Director shall make available to all members at or before the Annual Meeting such concise statement regarding the assets, liabilities and cash position (including trust funds) of the Corporation as of the end of the preceding fiscal year, and a concise statement of receipts and disbursements for that year, as is available at the time of the Annual Meeting. This shall include if available and approved by the board by that Annual Meeting audited financial statements of the Corporation. In any event, audited financial statements shall be made available to all members when approved by the board.
10.3 Presentation of Annual Report and Accounting: The Board of Directors shall publish the financial report required in the previous section and any additional reports as may be required by Section 519 of the New York Not-For-Profit Corporation law, as it may be amended or replaced from time to time, and such reports shall have been accepted by the Board and certified by an independent Certified Public Accountant, appointed by the Board.
10.4 Quarterly Report to Members: Following each meeting of members and each quarterly meeting of the Board of Directors, the Executive Director shall provide each member or to be published in the official Newsletter and/or The Morgan Horse magazine, or other acceptable media, a summary of all record actions taken at such meetings by the members or the Directors.
10.5 Stock in Other Corporations: Except as the Directors may otherwise designate, the President or Financial Vice President may waive notice of, and appoint any person or persons to act as proxy or attorney-in-fact for this Corporation (with or without power of substitution) at any meeting of the stockholders or shareholders of any other corporation or organization, the securities of which may be held by this Corporation. The President or Financial Vice President may appoint one or more nominees in whose name or names the Financial Vice President may waive notice of, and appoint any person or persons to act as proxy or attorney-in-fact for stock or securities acquired by the Corporation may be held. With the approval of the President or the Financial Vice President any such nominee may execute such written proxies, consents, waivers, or other instruments as he may be entitled to execute as the record holder of stock or other securities owned by the Corporation.
10.6 Checks, Notes and Other Instruments: Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the Corporation must be signed by the President, Financial Vice President or Corporate Secretary, and any other officer or officers or person or persons authorized by the Board of Directors to sign the same but no less than two, one of which must be the President, Financial Vice President or Corporate Secretary of the Corporation.
11.1 These Bylaws may be amended, or repealed, or altered, or substitute Bylaws may be adopted, by a majority of the entire Board of Directors at any regular or special meeting of the Board of Directors, provided notice describing the amendment has been furnished to each Director in advance of the meeting. The Board of Directors may not amend, alter, or repeal any of Sections 4.1-4.6 or this sentence Action taken by the Directors in making, altering or repealing any Bylaws shall be reported to the Members at the next Annual Meeting of Members
12.1 These Bylaws shall be subject to and construed in accordance with the laws of the State of New York. The provisions hereof shall be deemed independent and severable, and the legal inability to enforce any one provision or portion thereof shall not affect the validity or enforceability of any other provision hereof. As used herein, all singular words shall include the plural and all plural words shall include the singular, as the context may require.
12.2 Whenever a signature or signatures are required or referenced in these Bylaws, an electronic signature will be deemed a valid substitute to the extent not prohibited by law.
I. Purpose. These rules are intended as an aid to the preservation of the integrity of the records of the Association and of the relationships among the Association, its members and other persons who enjoy its benefits and privileges. They are designed to recognize rights to justice and due process and the desirability of the orderly and expeditious conduct of hearings and appeals.
II. Integrity of Persons. Any person who violates the Rules and Regulations, or impairs the reliability of the records of the Association, or who deceives or wrongs the Association or another person in any matter in which the Association has any interest may, if he is a member, be censured, suspended or expelled, or, if he is not a member, be denied any or all of the privileges of the Association after notice and an opportunity to be heard as hereinafter provided.
(a)When disciplinary action against a person has been taken by the United States Equestrian Federation (“USEF”) after notice by USEF to that person and that person has been given by USEF the appropriate opportunity to be heard, the Association is not required to conduct further proceedings, but may, upon notice by the Association to the person, implement or enforce any USEF disciplinary action or decision and/or may impose reciprocal disciplinary action based on the USEF determination.
(b) When disciplinary action against a person or entity (“person”) has been taken by the United States Equestrian Federation or the governing national body for Morgan, or equestrian equine matters of any nation with which AMHA enjoys reciprocation (collectively, “Reciprocating Body”), after notice by Reciprocating Body to that person and that person has been given by Reciprocating Body the appropriate opportunity to be heard, the Association is not required to conduct further proceedings, but may, upon notice by the Association to the person, implement or enforce any Reciprocating Body disciplinary action or decision and/or may impose reciprocal disciplinary action based on the Reciprocating Body determination.
III. Integrity of Records. If any doubt arises as to the propriety of the registration or transfer of an animal, the proceedings or records of the Association with respect to such animal and its descendants may be suspended by the Executive Director. The Board of Directors, after notice and opportunity to be heard as hereinafter provided, may expunge or alter any existing registration or transfer found to be improper, or take such other steps as the nature of the case may in their judgment require.
(a) After May 6, 1995, in spite of any provisions of the Rules and Regulations or these Rules for Hearings and Appeals to the contrary, no registration of any animal registered as set forth in the records of the Association in effect on December 31, 1991 shall be expunged for any reason without the consent of all persons interested as a matter of record. However, any such registration may be modified to reflect accurately the parentage of the registered animal. Upon such modification, any existing certificate shall be surrendered and replaced with a certificate reflecting the modification.
IV. Notice. Notices shall be given in writing by the Executive Director, shall specify the alleged cause for the censure, suspension, or expulsion of a member or for the denial of privileges to a person not a member and the alleged doubt as to the propriety of the registration or transfer of an animal, and inform the member or person not a member concerned and any person appearing from the records of the Association to have an interest in the registration or transfer of the time and place and the body before which a hearing on the matter will be held. Such notices shall be sufficient if mailed, first class, certified postage prepaid to the person entitled to notice at his address as known to the Executive Director at least thirty days before the day of the hearing or action.
V. Hearings. Hearings shall be conducted by a committee of three persons, one of whom shall be designated the presiding office, appointed for the purpose by the President of the Association. Each such appointee shall be a Director, Past Director or Director Emeritus. In all hearings the following shall apply:
(a) Any person interested may appear in person or by counsel and may offer testimony and other evidence and produce witnesses.
(b) All oral testimony, documents, affidavits, and physical exhibits that are relevant material and have probative force, not being unduly repetitious, shall be admissible. Witnesses need not be sworn.
(c) The proponent of a finding that a member has conducted himself so as to deserve censure, probation, suspension or expulsion or that a person not a member should be denied any privilege of the Association and of any factual proposition, shall have the burden of proof thereof by a preponderance of the credible evidence.
(d) The presiding officer of the hearing committee may, subject to review by the committee, rule on all motions, objections, and other questions from the initiation of proceedings until an appeal, if any, is taken from the decision of the committee. After an appeal is taken, the Director who will preside at the hearings of the appeal may so rule, subject to review by the Board of Directors.
(e) As promptly as reasonable and practicable after the conclusion of the hearing, the hearing committee shall decide the matter, which decision, with its findings in support thereof, shall be reduced to writing. A copy of the decision shall be sent by the Executive Director to each person who was entitled to written notice of the hearing in the manner provided for the giving of such notice. The Executive Director shall also cause notice to be published in an official Association publication.
VI. Appeals. Any interested person aggrieved by the decision of a hearing committee may, by a notice in writing signed by him and received by the Executive Director at the principal office of the Association not more than thirty appeals the following shall apply:
(a) The Executive Director shall transmit to the Board of Directors the record of the proceedings before the hearing committee, including its decision thereon.
(b) At the direction of the Director who will preside over the hearing of an appeal, the Executive Director shall give notice in writing in the manner provided for the giving of notice of a hearing to each person having an interest in the appeal, which notice shall specify the time, not sooner than thirty days after the giving of such notice, and the place where the Board of Directors will hear the appeal.
(c) Any person having an interest in the appeal may appear in person or by counsel, but no testimony shall be given and no evidence shall be submitted. The decision of the Board of Directors on the appeal shall be based solely upon a review of the record of the proceedings before the hearing committee and consideration of the arguments of persons entitled to notice of the appeal.
(d) No member of the hearing committee shall vote or preside at any hearing of an appeal from a decision of the committee, but any such member may otherwise participate therein.
(e) As promptly as reasonable and practicable after the conclusion of the hearing on the appeal, the Board of Directors shall decide the matter as right and justice require, with power and discretion to affirm, reverse, or revise, making more or less severe, the decision of the hearing committee or to order a rehearing of the matter. The decision of the Board of Directors shall be in writing, and the Executive Director shall promptly send a copy thereof to each person having an interest in the appeal in the manner provided for the giving of notice of the hearing of the appeal.
(a) Every decision of a hearing committee shall stand as the decision of the Board of Directors until reversed or revised or otherwise ordered by the Board of Directors.
(b) Counsel in support of allegations that a member should be censured, suspended, or expelled, or that a person not a member should be denied any privileges of the Association, or that an application for, or an existing registration or transfer should be denied or expunged or altered, shall not advise or represent a hearing committee or the Board of Directors in such matter.
(c) The sole official record of proceedings before a hearing committee or the Board of Directors shall be that produced in a manner approved by the Board of Directors. Copies of the record shall be made available to any person having an interest in the proceedings upon payment to the Association, in advance, of the reasonable cost thereof.