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ARTICLE VIII. OFFICERS
Section 1. Enumeration.
The Officers of Arabian Horse Association shall consist of a President, a Vice President, two (2) At-Large Vice Presidents, a Secretary and a Treasurer.
Section 2. Election.
Paragraph
a. The President shall be elected by ballot for a two (2)-year term. The President will be eligible for a maximum of two (2) consecutive terms excluding any period of time completing the term of a predecessor. The two (2) At-Large Vice Presidents shall be appointed by the Trustees each for a term of one (1) year. All other Officers shall be elected by the Voting Delegates for a term of one (1) year. All Officers shall serve until the their successors are elected (or appointed by the Trustees in the case of At-Large Vice Presidents) and take office at the close of the Annual Convention following the successor's election or appointment. All elections shall be conducted by a written ballot; provided, however, that in the event but one person is nominated for an office the election may be by voice vote.
Paragraph b.
In the event there are three or more candidates for any office, and no candidate receives a majority of the votes cast, there shall be a run-off between the two candidates receiving the largest number of votes.
Section 3. Qualifications.
Each Officer elected by the Annual Convention shall at all times during his or her continuance in office, be an Affiliate Member in good standing as determined pursuant to Article III, Section 2, Paragraph a. Individuals appointed by the Trustees as At-Large Vice Presidents at all times during their continuance in office shall be an Affiliate, Direct or Life Member in good standing.
Section 4. Vacancy.
In case of a vacancy in the office of President, the Vice President shall become President. A vacancy in the office of either At-Large Vice President positions shall be filled by the Trustees. A vacancy in any other elected office shall be filled by the Board of Directors until the next Annual Convention.
Section 5. Duties of the President.
Paragraph a.
The President shall preside at all Annual Conventions and at all meetings of the Board of Directors. Paragraph b. Except as otherwise provided in these Bylaws or Arabian Horse Association's handbook, the President shall appoint all committees and commissions who shall serve at the pleasure of the President. The President shall be an ex-officio member of all committees and commissions, except the Nominating Committee, the Ethical Practice Review Board, and the Probable Cause Panel. Paragraph c. Within any limitations imposed by the Articles of Incorporation, these Bylaws, duly adopted resolutions of Annual Convention, or the Board of Directors, the President shall have general power to conduct and manage the affairs and business of Arabian Horse Association.
Paragraph d.
The
President
shall
have
such
other
and
further
powers
as
may
be
specifically
delegated
Section 6. Duties of the Vice Presidents.
Paragraph a.
The Vice President shall assume the duties of President in the event of the absence or inability to act of the President, or at his or her request.
Paragraph b.
The At-Large Vice Presidents shall represent the interests of purebred Arabian horses and seek to aid, promote and foster the preservation of the unique qualities of the purebred Arabian horse breed. The At-Large Vice Presidents shall recommend, encourage, and support Arabian Horse Association's involvement in all activities and undertakings incidental to or designed to further, promote or grow the purebred Arabian horse breed consistent with the best interests of the purebred Arabian horse.
Paragraph c.
The Vice Presidents shall have such other duties, respectively, as may be specifically delegated to them pursuant to Article IV, Section 4 hereof.
Section 7. Duties of the Secretary.
Paragraph a.
The Secretary shall keep or cause to be kept a full and complete record of the proceedings of the Annual Convention and of meetings of the Board of Directors and of action taken by the Board of Directors by mail.
Paragraph b. The Secretary shall keep or cause to be kept the seal, books, documents and papers of Arabian Horse Association and affix the seal to all instruments executed by the President, or by his or her direction, which may require it.
Paragraph.d. The Secretary shall publish notices of the place and date of Annual Conventions and of meetings of the Board of Directors.
Section 8. Duties of the Treasurer.
Paragraph a. The Treasurer shall be the chief financial officer of Arabian Horse Association and shall receive or cause to be received all moneys belonging to or paid into Arabian Horse Association and safely keep the same.
Paragraph b. The Treasurer shall disburse funds of Arabian Horse Association in accordance with the direction given him or her pursuant to Article IV, Section 4 hereof.
Paragraph c. The Treasurer shall keep complete books of account and shall make an itemized statement and report to the Annual Convention and such interim reports as may be required by the Board of Directors.
Paragraph d. The Treasurer shall have such other duties as may be delegated to him or her pursuant to Article IV, Section 4 hereof.
Section 9. Officer Disability Policy. The Board of Directors may remove from office an Officer elected or appointed in accordance with Article VIII of the Bylaws for reason of disability, by an affirmative two-thirds vote of the Board of Directors. Disability may be determined to exist by the Board of Directors when the Officer, as a result of ill health, physical or mental disability, has been continuously unable or unwilling or has failed to perform the
Officer's duties for a period of sixty (60) consecutive days or for a total period of ninety (90) days, in any calendar year, either consecutive or not.
Section 10. Officer for Cause Policy.
The Board of Directors may remove from office, "for cause," an Officer elected or appointed in accordance with Article VIII of the Bylaws by an affirmative two-thirds vote of the Board of Directors. Removal "for cause" may be determined by the Board of Directors when the Officer has engaged in inappropriate conduct including, but not limited to, theft, dishonesty or moral turpitude.
ARTICLE IX . COMMITTEES AND COMMISSIONS
Section 1. Membership Committee.
The President shall appoint a committee on membership consisting of a Chairman and two (2) or more members to hold office at the pleasure of the President. Such committee shall have those duties prescribed by these Bylaws and such other duties as may be delegated by the Annual Convention, the Board of Directors, or the President.
Section 2. USAE Arabian Division Committee
Recommendations to the USA Equestrian for appointment to its Arabian Committee shall be accomplished in accordance with the USA Equestrian Constitution.
Section 3. Nominating Committee.
Paragraph a.
Arabian Horse Association shall have a Nominating Committee consisting of six (6) Affiliate Members in good standing and be nominated and elected at the Annual Convention by the Voting Delegates to the Annual Convention to nominate officers for elections occurring at the Annual Convention the following year. The (6) Members elected to the Nominating Committee shall select a Chairman and Vice Chairman from among their membership. The Nominating Committee process shall be the process to nominate officers other than the At-Large Vice Presidents, who shall be selected by the Trustees. If during the year there is a resignation or vacancy of a committee or members, the vacancy shall be filled as follows: The nominee who received the next greatest number of votes at the past election shall be considered elected to fill the vacant term. If more than one vacancy should occur, then the person receiving the next greatest number of votes shall be considered elected to fill that unexpired term.
Paragraph b.
Nominating Procedure until elections occurring in 2004. i) Each Director of Arabian Horse Association may place in nomination the name of one nominee to be considered by the Delegates for a position on the Nominating Committee.
ii) All names of nominees for election to the Nominating Committee shall be presented to the Voting Delegates at the first general session of the Annual Convention.
iii) No less than five (5) nominees for election to the Nominating Committee may be submitted for consideration of the Voting Delegates at the Annual Convention.
iv) Each nominee for election to the Nominating Committee must be an Affiliate Member of a Member Organization for whom dues have been paid to Arabian Horse Association and must be in attendance at the Annual Convention.
v) Each Voting Delegate may vote for up to three (3) nominees for election to the Nominating Committee no earlier than the second general session of the Annual Convention.
Paragraph c.
Until the Annual Convention in 2004, it shall be the duty of the Nominating Committee to prepare and place in nomination for election at the Annual Convention a slate of nominees consisting of one (1) Affiliate Member in good standing (pursuant to Article III, Section 2) as a candidate for each office (as prescribed in Article VIII, Section 1) of Arabian Horse Association other than the office of President. Such slate shall be presented to Arabian Horse Association Offices no later than June 1 of each year for timely dissemination to the membership. Notwithstanding the foregoing, the two At- Large Vice Presidents shall be selected by the Trustees.
Paragraph d.
Beginning with elections occurring at the Annual Convention in 2004, the Nominating Committee shall primarily serve as a credentialing committee. At such time, any Affiliate Member in good standing may nominate him/herself as a candidate for any of Arabian Horse Association Offices other than the two At-Large Vice President positions. It shall be the duty of the Nominating Committee: (i) to develop a standard form to detail the relevant biographical information of each nominee and require each nominee to submit the standard biographical information form to the Nominating Committee at least ninety (90) days prior to the elections at the Annual Convention, (ii) to verify the credentials of each nominee by assuring that each nominee is an Affiliate Member in good standing and that each nominee has submitted a standard biographical information form, (iii) to cause Arabian Horse Association to distribute each nominee's biographical information as detailed on the standard biographical information form to each Voting Delegate prior to the elections, and (iv) seek and nominate candidates for election to any office when no member of Arabian Horse Association has nominated him/herself to such position. Notwithstanding the foregoing, nothing in this paragraph shall restrict nominations taken from the floor.
Paragraph a. Composition.
Arabian Horse Association shall have a Registration Commission whose members shall serve for three (3) year staggered terms. The Registration Commission shall be comprised of three (3) members selected by the Trustees to represent the interest of the purebred Arabian horse (the "Purebred Registry Members"), three (3) members selected by Arabian Horse Association to represent the Half-Arabian and AngloArabian Horse Registry horse (the "Half-Arabian/Anglo-Arabian Registry Members"), and three (3) members selected by the above six (6) members (the "Other Members"). Initially, AHRA shall select one Purebred Registry Member to serve for a term of one (1) year, one Purebred Registry Member to serve for a term of two (2) years, and one Purebred Registry Member to serve for a term of three (3) years. Thereafter, the Trustees shall select Purebred Registry Members each year to fill the vacancies created by the expiration of such terms, which successor members shall serve for a term of three (3) years. Initially, the Board of Directors shall select one HalfArab ian/Anglo-Arabian Registry Member to serve for a term of one (1) year, one HalfArab ian/Anglo-Arabian Registry Member to serve for a term of two (2) years, and one Half-Arabian/Anglo- Arabian Registry Member to serve for a term of three (3) years. Thereafter, the Board of Directors shall select Half-Arabian/Anglo-Arabian Registry Members each year to fill the vacancies created by the expiration of such terms, which successor members shall serve for a term of three (3) years. Initially, the Purebred Registry Members and Half-Arabian/Anglo-Arabian Registry Members shall select one Other Member to serve for a term of one (1) year, one Other Member to serve for a term of two (2) years, and one Other Member to serve for a term of three (3) years. Thereafter, the Purebred Registry Members and Half-Arabian/Anglo-Arabian Registry Members shall select Other Members each year to fill the vacancies created by the expiration of such terms, which successor members shall serve for a term of three (3) years. Each year, the Registration Commission shall elect its own chairperson.
Paragraph b. Duties.
The Registration Commission shall oversee the rules, policies, practices, and procedures applied to the registration and related matters of purebred Arabian horses (the "Arabian Horse Registry") and the rules, policies, practices, and procedures applied to the registration and related matters of Half-Arabian/Anglo-Arabian horses (the "Half-Arabian/Anglo Horse Registry"). The Registration Commission shall recommend modifications to the fees schedules for registration services carried on by each of the Registries and oversee, maintain, and improve the performance of the essential functions of the Arabian Horse Registry and the Half-Arabian/Anglo Horse Registry. Notwithstanding the foregoing, (i) the Purebred Registry Members shall have absolute and final authority to interpret, modify, or amend the rules, policies, practices, and procedures applied to the registration of purebred Arabian horses, any such action requiring the unanimous consent of the Purebred Registry Members, and (ii) the Half- Arabian/Anglo-Arabian Registry Members shall have absolute and final authority to interpret, modify, or amend the rules, policies, practices, and procedures applied to the Half-Arabian/Anglo-Arabian Horse Registry, any such action requiring the unanimous consent of the Half-Arabian/Anglo-Arabian Registry Members. The official Registrar of the Arabian Horse Registry shall be designated by the Purebred Registry Members. The official Registrar of the Half-Arabian/Anglo-Arabian Horse Registry shall be designated by the Half-Arabian/Anglo-Arabian Registry Members. The Registration Commission shall direct the development of techniques and implement improvements required to meet the needs of conducting the Arabian Horse Registry and the Half-Arabian/Anglo-Arabian Horse Registry. Paragraph c. Indemnification. To the extent permitted by law, Arabian Horse Association shall indemnify members of the Registration Commission for their actions and omissions occurring while in carrying out the above-described duties to the same extent as indemnification is provided to Directors of Arabian Horse Association under the Articles of Incorporation.
Paragraph d. Registry Revenues.
Paragraph e. Enforcement of Rules. Arabian Horse Association shall cause the Arabian Horse Registry and Half Arab ian/Anglo-Arabian Registry rules, policies, practices, and procedures as set forth above (and as amended from time to time as set forth above, collectively, the "Registration Rules and Regulations"), to be enforced. In the event of legal challenge to the Registration Rules and Regulations or established procedures or in the event of need to take action to enforce the same, Arabian Horse Association shall be liable for the legal expenses of enforcing and/or defending them. In such event, the Purebred Registry Members, or the Half-Arabian/Anglo-Arabian Registry Members, as applicable depending upon the Registry Rules and Regulations at issue, shall be consulted on the selection of counsel and the defense or prosecution of claims. No settlement of any such matter having the effect of changing the Registration Rules and Regulations or established procedures of the purebred Arabian Horse Registration process shall be made without the express consent of the Trustees. No settlement of any such matter having the effect of changing the Registration Rules and Regulations or established procedures of the Half-Arabian/Anglo-Arabian Horse registration process shall be made without the express consent of the Board of Directors of Arabian Horse Association.
Section 5. Market Development and Promotion Committee. Paragraph a. Composition. Arabian Horse Association shall have a Market Development and Promotion Committee consisting of seven (7) members of which three (3) members shall be selected to represent the interest of the purebred Arabian horse (the "Purebred Members"), three (3) members shall be selected to represent the interest of the Half-- Arabian/Anglo-Arabian horse (the "Half-Arabian/Anglo-Arabian Members") and one (1) member (the "Other Member") selected by the above six (6) members. Initially, the Trustees shall select one Purebred Member to serve for a term of one (1) year, one Purebred Member to serve for a term of two (2) years, and one Purebred Member to serve for a term of three (3) years. Thereafter, the Trustees shall select Purebred Members each year to fill the vacancies created by the expiration of such terms, which successor members shall serve for a term of three (3) years. Initially, the Board of Directors shall select one Half-Arabian/Anglo-Arabian Member to serve for a term of one (1) year, one Half-Arabian/Anglo-Arabian Member to serve for a term of two (2) years, and one Half-Arabian/Anglo-Arabian Member to serve for a term of three (3) years. Thereafter, the Board of Directors shall select Half-Arabian/Anglo- Arabian Members each year to fill the vacancies created by the expiration of such terms, which successor members shall serve for a term of three (3). Once the initial Purebred Members and Half-Arabian/Anglo-Arabian Members are selected, these six (6) persons shall elect by majority vote the initial Other Member to serve for a term of three (3) years and thereafter shall elect persons to fill vacancies create by the expiration of or resignation of the initial Other Member and succeeding Other Members. Each year, the Market Development and Promotion Committee shall elect its own chairperson. Paragraph b. Duties.
The Market Development and Promotion Committee shall be responsible for guiding Arabian Horse Association's marketing and promotional activities relating to the promotion of the Arabian horse. The committee shall formulate marketing and promotional plans for Arabian Horse Association and shall develop specific marketing and promotional activities.
Paragraph c. Funding.
When a majority of the Market Development and Promotion Committee approves a marketing or promotional activity, the committee shall solicit funds from the following sources to fund the implementation of such approved activity: i)
ii) The Designated Fund. Arabian Horse Association shall establish a designated
fund (the "Designated Fund") comprised of the Designated Revenues for use by the Market Development and Promotion Committee. The Board of Directors shall determine whether, and to the extent, an activity proposed by the Market Development and Promotion Committee should be supported by the Designated Fund. iii) The General Funds of Arabian Horse Association. The Board of Directors shall determine whether, and to the extent, that activities should be supported by the general funds of Arabian Horse Association. Paragraph d. Relationship with Board of Directors. The Market Development and Promotion Committee shall act independently from the Board of Directors. The Board of Directors cannot restrict the Market Development and Promotion Committee from seeking funding for its recommendations. However, the Board of Directors may generate its own marketing and promotional activities and shall approach the Market Development and Promotion Committee to solicit funding from the Purebred Trust or the Restricted Fund to implement these activities. If the Market Development and Promotion Committee does not endorse the activities proposed by the Board of Directors and refuses to solicit funds from either the Purebred Trust or the Designated Fund, the Board of Directors has the right (as it does with other corporate decisions) to direct funds from Arabian Horse Association's general funds to implement the activities. Arabian Horse Association and its committees and commissions shall make every effort to cooperate with and implement the approved programs of the Market Development and Promotion Committee. Paragraph e. Staffing.
Section 6. Racing Committee.
The Racing Committee shall be composed of six (6) members, who shall be the members of the Arabian Jockey Club Executive Committee, which members shall be actively involved in racing, and shall be responsible for the promotion, coordination, and general oversight of Arabian horse racing in the United States. The committee shall advise Arabian Horse Association's Executive Committee, the Trustees, and the Market Development and Promotion Committee on matters related to Arabian horse racing and shall suggest programs and prioritize and develop and obtain funding for action plans that will improve Arabian horse racing in the United States.
Section 7. Ways and Means Committee.
One member of the Ways and Means Committee shall be appointed by the Trustees.
Section 8. Other Committees.
The Annual Convention, the Board of Directors, or the President may, from time to time, provide for the appointment, membership, and duties of such other committees as may be necessary or desirable. All committees of Arabian Horse Association shall keep the best interests of the purebred Arabian horse in mind when performing committee functions.
ARTICLE X. CORPORATE SEAL
Arabian Horse Association shall have a seal on which in the outer circle shall be the words, "Arabian Horse Association" and in the inner circle, "A Colorado Non-Profit Corporation."
ARTICLE XI. FISCAL YEAR The fiscal year of Arabian Horse Association shall be March 31 unless otherwise fixed by resolution of the Board of Directors.
ARTICLE XII. LITIGATION
Section 1. Definition.
As used in this Article, reference to Arabian Horse Association refers to Arabian Horse Association, its Board of Directors, hearing boards, committees, commissions, officers, representatives, employees and agents.
Section 2. Attorneys' Fees.
While the right or privilege of a member, past member or person utilizing the privileges or services of Arabian Horse Association to seek judicial review of final decisions or actions of Arabian Horse Association is recognized, if a member, past member or person utilizing the privileges or services of Arabian Horse Association is unsuccessful in any attempt to overturn final decisions or actions of Arabian Horse Association, that person or member shall reimburse Arabian Horse Association in full for its reasonable attorneys' fees, court costs and other expenses incurred in defense of any such suit.
Section 3. Place of Suit.
Any suit brought against Arabian Horse Association by a member, past member, or person utilizing the privileges or services of Arabian Horse Association shall be brought only in the United States District Court for the District of Colorado or in the District Court in and for the County of Arapahoe, State of Colorado, and no suit shall be brought against Arabian Horse Association by any member, past member or person utilizing the privileges and services of Arabian Horse Association in any manner in any other court or jurisdiction.
ARTICLE XIII. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the proceedings of Arabian Horse Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the Articles of Incorporation, or Resolutions adopted by the Annual Conventions. ARTICLE XIV. AMENDMENTS These Bylaws may be amended by passage of a resolution at the Annual Convention, in accordance with Article V. Notwithstanding the foregoing, any provision in these Bylaws relating to a power of the Trustees can be amended only be a three-quarters vote of the Trustees and specifically cannot be amended by Arabian Horse Association's Voting Delegates, Executive Committee, Board of Directors or otherwise without the consent of the Trustees. Index for AHA Merger Documents
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