The chart on the following page illustrates the governance structure of AHA today. The Purebred Arabian Trust is shown on the diagram because its Trustees, according to the merger agreement and AHA’s bylaws, are required to make some AHA appointments. The Trustees appoint four At-Large Directors and two At-Large Vice Presidents in addition to some committee members.  The following sections describe AHA’s governance and the power and authority that exist at each level.

Please note:  The Organizational Chart is not here yet.  I haven't figured out how to insert same into this document on the internet.  The following has lost its original format, which I do not have.  In the essence if time, I am putting this up as is and will work on cleaning it up later.

 Purebred Arabian Trust  (Appointees must be Affiliate or Committees, Commissions, Boards and Panels )

AHA Governance Structure

Membership (Affiliate or Life-Affiliate or Associate or Youth or Business or Single Event)

Member Organizations (Clubs)

Convention Delegates (18 Regional Boards of Delegates, 4 At-Large Directors, 6 Officers and all Past Presidents)

 Board of Directors (4 Elected Officers, Immediate Past President, 18 Regional Chairs (Directors),2 At-Large Vice Presidents, 4 At-Large Directors

q         Revocation of a Member Organization’s charter upon recommendation of the

AHA Membership Committee

q         Reinstatement of Member Organizations

q       Enact, repeal and amend AHA’s bylaws

q         Amend AHA’s Articles of Incorporation

q         Election of AHA’s President, Vice President, Secretary and Treasurer (“elected officers”)

q         Vote on resolutions in connection with show rules and the conduct of the business of AHA and any other resolutions previously passed by the Delegates

q         Established dues for Affiliate members

q         Elect the members of five committees

 Convention Delegates do not have any power and authority related to matters of the registries and to AHA’s budget. No proxy voting is permitted. In general, the Convention Delegates may take any action not inconsistent with the law, Articles of Incorporation, the Bylaws, or the Merger Agreement.

 C.        BOARD OF DIRECTORS         

The AHA Board of Directors consists of the four elected officers, the two officers appointed by the Purebred Trust, four At-Large Directors appointed by the Trust, the immediate past President and the 18 regional chairs. The latter are referred to as Regional Directors. Except for the Trust appointments, and the immediate past president, all members of the Board of Directors are elected by the Delegates. The Regional Directors who serve on the Board are elected by their individual Regional Board of Delegates. The individuals appointed by the Purebred Arabian Trust are expected to represent the interests of the purebred Arabian breed.

 Powers and authority of the AHA Board of Directors are as follows:

q         Approve admission of Member Organizations

q         Approve budgets

q         Fill vacancies of elected officers

q         Fill some vacancies on committees, commissions, boards and panels

q         Ratify, amend or overrule Executive Committee decisions

q         Hiring and discharge authority with regard to the Executive Vice President position

q         Establish dues for all membership categories except Affiliates  

The Board of Directors has limited authority to deal with matters relevant to the registries. In general, the Board of Directors can take any action not inconsistent with the law, the Articles of Incorporation, the Bylaws, the Merger Agreement and Resolutions of the Convention Delegates. The Board of Directors has the right to delegate its power and authority to any committee, commission, board, panel or officer. 

E. Executive Committee

 The Executive Committee of AHA consists of six officers (four elected by the Delegates and two appointed by the Trust) and the immediate past President. The Executive Committee, in essence a subset of the Board of Directors, is empowered to handle all matters between meetings of the Board of Directors. However, its decisions are subject to ratification by the Board of Directors and there have been instances where the Board has overruled the Executive Committee and reversed a decision. Thus, it would appear that the Executive Committee has little power, although in practice, this is not true. Though not stipulated in the Bylaws, the Executive Committee in effect manages and oversees the Executive Vice President.

 F.  Officers

 AHA has four officers elected by the Convention Delegates and two appointed by the Trustees of the Purebred Arabian Trust. The elected officer positions are as follows:

   q         The President who has the authority to appoint certain committees and
commissions, and is largely responsible for conducting and managing the affairs and business of the Association

q         The Vice President who can fill in and assume the duties of the President when necessary and actually replace the President if the office is vacated

q         The Secretary who is the recorder for the Association, keeping all essential records and minutes, and controlling the use of the Seal of the Association

q         The Treasurer who is the chief financial officer of the Association and responsible for revenue receipts, disbursement of funds, the maintenance of the books of accounting and the preparation of financial statements.

There are also two At-Large Vice Presidents appointed by the Trust. Their principle responsibility is to represent the interest of the purebred Arabian horse, including perpetuation and growth of the purebred breed.

G.        Executive Vice President

 The Executive Vice President is the chief paid staff position in the Association. The EVP has overall responsibility for the paid staff including hiring and discharge powers. The EVP performs duties as assigned by the President, the Executive Committee and the Board of Directors. The EVP also makes recommendations to the Purebred Trust with regard to resources required in

connection with market development and promotion, the Purebred Registry and racing services. This top paid staff position is relatively limited in power and authority. It is interesting to note that in AHA’s governance, the chief financial officer of the Association is the Treasurer and not a paid staff person under the EVP.  

H.  COMMITTEES, COMMISSIONS, BOARDS AND PANELS  

AHA’s bylaws identify seven standing committees and commissions that must be in place at all times. In addition, there are 42 other committees, commissions, boards and panels which have been created by the Annual Convention, the Board of Directors and/or the President. These 49 groups are collectively referred to in this report as “committees”.  

According to the 2003 Committee Summary Report there are currently 18 committee chairs in their first year as chair and the current average term of a committee chair is 2.5 years. The longest serving committee chair is 10 years. Thirty-two of AHA’s committees have between three and 20 members. Six committees have three members, which is the fewest number of members. Four committees have in excess of 100 members with the largest number of members on a single committee being 138. A total of 532 individuals occupy 1,446 seats, meaning that individuals who serve on committees serve on an average of 2.7 committees.

 At least 16 of AHA’s current committees have been in operation in one form or another since the 1950s or early 1960s. Three standing committees described in the bylaws and one ad hoc committee (the Governance Committee) were formed as a result of the merger. An ad hoc committee at AHA appears to be what most associations call a task force.

A review of a 1997 IAHA Committee Report reveals that, in addition to the committees formed by the merger, six new committees have been formed and six committees have been dropped since 1997. In addition, four committees performing promotional or public relations activities appear to have been combined into the current Market Development and Promotion Committee. Finally, 12 ad hoc committees are no longer in existence. In total, the 63 regular and ad hoc committees in operation in 1997 have been reduced to the current total of 49. All of this indicates that the Association’s committee structure has been fluid and changes as the needs of the organization and the Arabian industry have changed.

 IV. MEMBER OPINIONS ON AHA’S GOVERNANCE

A total of 1,473 current members were contacted by telephone or responded to a survey instrument provided in Arabian Horse Magazine. Individuals were members of IAHA, AHRA or both organizations. 83% of the respondents were members of IAHA and therefore would more likely have knowledge of AHA’s governance. Of these, 53% were members of IAHA for ten years or more. The 1,473 respondents were asked how well their interests were represented by various governance units of AHA. These units include the Board of Directors, Regional Directors, Convention Delegates, Commissions and Committees. About half of the respondents had no opinion on how well their interests are represented by these governance units. With regard to clubs, fewer (35%) had no opinion on how well their interests were represented.

 The following indicates the percent of the 1,473 respondents who indicated that their interests were represented “well” to “very well” by the various governance units. Since multiple choices were allowed, the percentages add up to more than 100%.

 Clubs 46%
Convention Delegates 33%
Regional Directors 31%
Committees 29%
Board of Directors 26%
Commissions 23%

 The above reveals the current members’ relative degree of importance of the various governance components of AHA. However, it is beneficial to know what the current members involvement is, or was, in the Association and/or local clubs. While a respondent could respond to more than one Association/Club role, it is interesting to note from the following that more than half of the 1,473 respondents have not and are not involved in AHA or club leadership.

51% - Not involved in AHA or a local club
29% - Club officers
21% - Involved as a member of a committee or task force

next page
previous page
Back to AHA Merger Documents Index

Lorry Wagner, Copyright 2004