bylaws

Bylaws of the Missouri Fox Trotting Horse Breed Association, Inc.

(MFTHBA)

ARTICLE I

Section 1. Offices.

A. Principal Office. The corporation shall have and continuously maintain in the State of Missouri a registered office and a registered agent whose office is identical with such registered office. The registered agent is the duly elected Secretary-Treasurer of the corporation, MFTHBA, and the registered office located N. Highway 5, Ava, Missouri, maintains a mailing address at P. O. Box 1027, Ava, Missouri 65608.

B. Other Offices. The corporation also may have offices at such other places both within and without the State of Missouri as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Purposes and Powers, Parliamentary Procedures, and Records.

Section 1. Purposes and Powers.

The purposes of the corporation are:

A. To maintain registry records by collecting, recording and preserving the pedigrees of the Missouri Fox Trotting Horse, along with the breed’s history;

B. To develop and perpetuate suitable and proper standards for the Missouri Fox Trotting Horse while maintaining the integrity of the breed;

C. To promote the improvement, use, exhibition and enjoyment of the Missouri Fox Trotting Horse; together with all other matters necessary to further the interests of the breed.

In furtherance of the foregoing purposes, the MFTHBA shall have and may exercise all of the rights and powers given to nonprofit corporations under the Missouri Nonprofit Corporation Act.

Section 2. Parliamentary Governance.

The hierarchy of governance will be:

1) Law,

2) Restated Articles of Incorporation,

3) Bylaws,

4) Rules, Policies and Procedures, and

5) Roberts Rules of Order, newest revised edition.

Section 3. Records.

The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE III

Board of Directors.

The Board of Directors of the corporation shall consist of the elected officers and directors, each of whom shall be and remain a member of the corporation during his or her tenure in office.

Section 1. Authority and Responsibilities.

A. The Board of Directors shall have the power and authority to make, amend, repeal and enforce such rules and regulations not contrary to law or the Restated Articles of Incorporation or these Bylaws as they may deem expedient concerning:

1. The conduct, management and activities of the Association;

2. The admission, classification, qualification, discipline, suspension and expulsion of members;

3. The rules and regulations governing the procedure for such discipline, suspension and expulsion of members and removal from office;

4. The establishing and collecting of dues and fees;

5. Regulations regarding studbook listings and registrations;

6. Awards of championships, the conduction of shows, contests and exhibitions;

7. All other details relating to the general purposes of the Association.

B. The Board of Directors shall have the power to enter into contracts which will further the interests of the breed, and subject to restrictions set forth in the Restated Articles of Incorporation of MFTHBA, to engage in any other lawful activities, none of which shall be for profit, for which corporations may be organized under the Missouri Nonprofit Corporation Act.

C. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.

D. The Board of Directors shall adopt, amend and/or eliminate a rule or regulation in a manner prescribed under the rules which will allow the membership to have prior knowledge and input before Board action on proposed changes. Proposed changes in rules or regulations will be published in the Journal and posted on the MFTHBA Internet site as appropriate a minimum of sixty (60) days prior to the Board meeting at which action is to be undertaken. Any changes in rules, with the exception of bona fide safety or legal issues, will become effective January 1 of the following year. Safety or legal issues will be handled in a manner to protect the membership and horses, as warranted. This Paragraph D will take effect following publication of the 2008 Official Handbook.

E. The Board of Directors shall review and respond to any recommendations submitted by persons, committees or affiliates authorized to act by the Board.

Section 2. Directors

A. Number. From the time of adoption of these Bylaws, the number of director positions shall number not less than seven.

B. Terms. Directors shall be elected for terms of three (3) years, and no director may serve longer than for two consecutive elected terms. Excluded from these limitations will be one-year or two-year terms needed when establishing additional positions.

Section 3. Officers

A. Titles The officers of the corporation shall be a President, a Vice-President, and a Secretary-Treasurer.

B. Terms Officers shall be elected annually for a term of one year. Each officer shall hold office until his/her successor shall have qualified and been duly elected. No officer of the Board of Directors may serve as an officer in excess of six consecutive years.

C. Duties The duties of the officers shall be such as are usually attached to such offices; and, in addition thereto, such further duties as may be designated from time to time by the Board of Directors.

1. President. The President shall preside at all meetings of the members and of the Board of Directors, shall be responsible for establishing the meeting agenda and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

2. Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned.

3. Secretary-Treasurer. The Secretary-Treasurer shall be responsible for the personnel and operation of the MFTHBA office, and shall have the authority to coordinate duties of employees. Office personnel and others hired by the Secretary-Treasurer or by Board authority on behalf of the corporation shall report to the Secretary-Treasurer or through office management as delegated by the Secretary-Treasurer. The Secretary-Treasurer shall keep, or cause to be kept, correct and complete records of accounts showing the financial condition and results of operations of the MFTHBA, shall be responsible for, and oversee, the preparation of an annual budget and shall report thereon to the Board of Directors. The Secretary-Treasurer shall be legal custodian of all monies, notes, securities, and other valuables which may from time to time come into the possession of the MFTHBA. All checks, drafts or any other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Secretary-Treasurer or such other officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. The Secretary-Treasurer shall deposit, or cause to be deposited, all funds of the MFTHBA coming into the MFTHBA or the Secretary-Treasurer’s possession in depositories. The Secretary-Treasurer shall cause to be kept full and accurate minutes of the meetings of the members and of the Board of Directors in a manner as provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the MFTHBA and make provisions that the seal of the MFTHBA is affixed to all appropriate documents, the execution of which on behalf of the MFTHBA under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished by such members; and in general perform all duties incident to operation of the MFTHBA, the office of Secretary-Treasurer, and such other duties as may from time to time be prescribed by the Board of Directors.

D. Bonding The Secretary-Treasurer of the corporation shall be bonded in an amount equivalent to the average bank account for the preceding year.

Section 4. Election of Board of Directors

A. Directors

1. Candidates for positions of director shall submit nomination forms during the nomination period occurring in July and August, as prescribed by the Board of Directors, in order to be placed on the MFTHBA official ballot for the annual election occurring in October. Those persons seeking the position of director shall be members in good standing, and shall be voted on by the eligible voters.

2. No more than one-third of the directors’ positions are to be scheduled for election in each year, except in instances where a vacancy and subsequent appointment has occurred during the year and such position is to be voted upon, or when additional positions are established and are to be voted upon, or when the number of directors’ positions is not evenly divisible by three, in which event the number shall be adjusted to maintain the appropriate number of directors’ positions.

3. In the event there is no candidate for a director’s position, the Board of Directors shall appoint a member to serve until the next election.

B. Officers The President, Vice-President, and Secretary-Treasurer of the corporation shall be members in good standing, and shall be elected annually by the members during its regular annual election occurring in October.

C. Voting Voting by members shall be by U. S. Mail. Election ballots will be provided the membership entitled to vote, with ballots mailed no less than 30 days prior to the election. Ballots will be mailed to the member’s address of record. Ballots shall be returned to an outside accounting firm or other neutral entity. To be elected the nominee must have a majority vote; in the event more than two candidates are voted upon and none receives a majority, the candidate who receives the greatest number of votes shall be declared the winner.

D. Term of Office Term of the newly elected Board of Directors shall commence on November 1 following the election.

Section 5. Vacancies

Vacancies may be filled at any meeting of the Board of Directors.

A. Directors If a position of Director is vacated, the Board of Directors shall appoint a successor to serve until the next election. The vacancy shall not be filled for 30 days following the effective date of the vacancy to allow interested eligible members to make themselves be known as potential candidates for the vacated position.

B. Officers If the position of President is vacated, the Vice President shall assume the position of President to serve until the next election. If the position of either Vice President or Secretary-Treasurer is vacated, the Board of Directors shall appoint a successor to serve until the next election. If either the Vice President position or Secretary-Treasurer position is vacated and the appointee is not currently a member of the Board of Directors, then the vacancy shall not be filled for 30 days following the effective date of the vacancy to allow interested eligible members to make themselves be known as potential candidates for the vacated position. Should Association business require, the Board can make an interim appointment to serve as Acting Secretary-Treasurer until such time as a replacement to the vacancy is appointed.

ARTICLE IV

Section 1. Membership and Eligibility.

A. All applicants for membership shall file a written application in such form as the Board of Directors shall from time to time determine. Ownership of a horse is not a requirement for membership.

B. Memberships, which are non-transferable, shall be of four categories: Lifetime, Individual, Youth and Corporate.

1. Lifetime membership is for persons 18 years of age and over and will include all privileges and rights afforded to MFTHBA members as outlined in the MFTHBA Official Handbook for the life of the member at a one time membership fee. For any member currently under the age of 18 having previously acquired a lifetime membership all rights and privileges with the exception of voting rights will be honored; at such time the member attains age 18 as of January 1 of the then current year, all rights and privileges of membership, including voting, will be available.

2. Individual membership for persons 18 years of age and over includes all privileges and rights afforded to MFTHBA members as outlined in the MFTHBA Official Handbook. A yearly fee is required to maintain membership in the association.

3. Youth membership is for youth 17 years of age and under, and is limited in its privileges. A yearly fee is required to maintain membership in the association. See details outlined in the MFTHBA Official Handbook.

4. Corporate membership includes all privileges and rights afforded to MFTHBA members as outlined in the MFTHBA Official Handbook with the following exceptions: Corporate membership shall be entitled to one vote; corporation’s official name, officers, and authorized parties to sign documents or conduct business for the corporation must be on file in the MFTHBA office by January 1 of each year. It is the corporation’s responsibility to keep MFTHBA informed of authorized parties conducting business for the corporation. A yearly fee is required to maintain membership in the association.

C. A person voting on behalf of a corporation is not eligible to vote an individual or lifetime membership.

D. No member under the age of 18 as of January 1 of the current year is eligible to vote.

E. Current members who have maintained their membership in good standing, i.e., financial obligations to MFTHBA have been met, and no membership suspensions or membership terminations have been imposed by the MFTHBA Board of Directors, will have equal rights, interest and responsibilities with respect to MFTHBA and its property. Such members will have the right to vote under normal MFTHBA voting procedures, and to hold office and committee assignments, except as otherwise limited.

Section 2. Disciplinary Rules

A. Membership is a privilege, not a right, and as such the members are subject to the Bylaws, rules and regulations of MFTHBA. Members may be disciplined, suspended, fined and/or expelled for cause after an appropriate hearing in accordance with such rules and regulations as adopted from time to time by the Board of Directors.

B. Service on the Board of Directors, either as an officer or director, is both an honor and a privilege. Throughout his or her tenure, an individual serving on the Board must remain an MFTHBA member in good standing, adhere to MFTHBA rules and regulations pertaining to membership conduct, and conduct himself or herself in an exemplary manner such as to favorably reflect on the Board of Directors and the MFTHBA. This conduct is subject to continual review; and in the case of a serious breach of published rules or regulations, subject to legal advice, an individual’s service on the Board of Directors may be sanctioned, suspended or terminated by the Board of Directors for cause, provided the outcome of procedures of disciplinary action as covered in the MFTHBA rules and procedures so warrants.

C. An affirmative vote of not less than two thirds (2/3) of the Board of Directors shall be required to enforce the provisions of either Subsection A or B of this Section 2.

ARTICLE V

Section 1. Meetings, Members

A. Annual An annual meeting of the members shall be held in each year in Ava, Missouri on the fourth Saturday in October, or other date as determined by the Board of Directors, for the purpose of announcing election results and for the transaction of such other business as may come before the meeting.

B. Special Special meetings may be called either by the President, three (3) or more of the Board of Directors, or upon application to the Secretary-Treasurer of at least ten percent (10%) of the members or twenty-five percent (25%) of the number of valid ballots cast in the previous election, whichever is the lesser number. Such special meeting must be held within 45 days of the date of petition qualification.

C. Notice Written or printed notices stating the place, day and hour of any meeting of the members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than 10 and not more than 50 days before the date of such meeting, by or at the direction of the President, the Secretary, or the persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the corporation, with postage thereon and prepaid. Any member may waive notice of any meeting. Any meeting shall be deemed validly called at which all of the members are present. Publication of the notices required by this section in the MFTHBA Journal, the official publication of the MFTHBA, shall be deemed in full compliance with this section. If the intention of the meeting is to alter, amend or repeal or to adopt new Bylaws at such meeting notice is required at least thirty (30) days in advance of the meeting as specified in Article VIII, Section 1 of these Bylaws.

D. Quorum Five percent of the members in person shall constitute a quorum at any meeting other than the annual meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting from time to time without further notice. At the annual meeting of members, the number of returned ballots shall constitute a quorum.

Section 2. Meetings, Board of Directors

A. Regular Meetings

1. Annual A regular annual meeting of the Board of Directors may be held without other notice than by this Bylaw immediately after and at the same date and place of the annual meeting of the members.

2. Other The Board of Directors, by rule, shall provide for other regular meetings at stated times and places, which shall be a minimum of quarterly.

B. Special Special meetings of the Board of Directors shall be called by or at the request of the President or three or more of the directors. All meetings of the Board of Directors are open to all officers’ and directors’ attendance in person, but in the event this is not a prudent course of action for persons residing some distance away from the meeting location or for some other valid reason, teleconferencing or other technological means of participating will be available for their use. During the 12 month period between elections, in addition to other meetings, there will be two meetings scheduled at dates and locations to be determined where all officers’ and all directors’ personal attendance will be requested.

C. Notice Notice of any special meetings of the Board of Directors shall be given at least seven (7) days previous thereto by telephone, electronic notice, or by written notice delivered personally or sent by mail to each director at the address as shown by the records of the corporation. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board, need be specified in the notice or waiver of notices of such meeting unless specifically required by the law or these Bylaws.

D. Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3. Waiver of Notice

A. Members Any member may waive notice of any meeting. Publication in the MFTHBA Journal, the official publication of the MFTHBA, of the notices required by these Bylaws shall be deemed in full compliance with this section.

B. Board of Directors 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. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board, need be specified in the notice or waiver of notices of such meeting unless specifically required by the law or these Bylaws.

ARTICLE VI

Section 1. Committees and Chairpersons

All committees, chairpersons, and Board representatives to these committees must be appointed by a majority vote of the Board of Directors. Each committee shall perform such duties as may be assigned by the Board or by a person so designated by the Board. Committees of MFTHBA may, from time to time, be appointed, and can include the following:

Articles, Bylaws and Rules Historical Trail Ride

Budget, Building and Finance Judges Trainers

Education Missouri State Fair Versatility

Ethics Promotion Versatility Ranch Horse

Hall of Fame Show Youth

Other committees may be established or dissolved as determined by the Board.

ARTICLE VII

Section 1. Membership Dues.

The Board of Directors may determine from time to time the amount of the dues payable to the MFTHBA by type of membership. Every five (5) years the Board of Directors may adjust the amount of dues payable to the MFTHBA by type of membership based on the projected annual needs of the Association.

Section 2. Payment of Dues.

Dues shall be accrued and payable on January 1.

Section 3. Default in Payment of Dues.

When any member shall be in default of payment of dues for a period of 30 days the member shall thereupon be deemed an inactive member and shall not be entitled to the privileges and rights of an active member. To reactivate membership, an application fee shall accompany the membership form and dues. Such inactive member shall be reinstated as an active member with full privileges and rights immediately upon payment of the full amount due.

ARTICLE VIII

Section 1. Amendments of Bylaws

Any amendment, restatement or other alteration of these Bylaws proposed by the Board of Directors for adoption at an annual or special meeting in accordance with the procedures and other provisions set forth in the Missouri Nonprofit Corporation Act and these Bylaws shall thereafter be submitted to the members of the corporation for approval by means of a mail ballot and shall not be effective unless approved by at least two-thirds of the votes cast. Written or printed notices of a meeting showing location, date and time and stating the intention to alter, amend or repeal or to adopt new bylaws at such meeting is required at least thirty (30) days in advance of the meeting. Publication of the notices required by this section in the MFTHBA Journal, the official monthly publication of the MFTHBA, published at least 30 days prior to the meeting and ballots sent United States mail to each eligible voting member at their residence of record and post marked at least 30 days prior to the meeting shall be deemed in full compliance with this section.