IAHA/AHRA Merger Documents

 

 

BYLAWS OF THE PUREBRED ARABIAN TRUST

Effective as of September 17, 2002

ARTICLE I DEFINITIONS

l.                SPECIFIC DEFINITIONS. In addition to terms defined elsewhere in these Bylaws, capitalized terms used in these Bylaws shall have the respective meaning set forth below, unless otherwise defined herein or the context otherwise requires.

"Act" means the Colorado Revised Nonprofit Corporation Act, as in effect from time to time.

"Arabian Horse Association" means the Arabian Horse Association, a Colorado nonprofit corporation.

"Arabian Horse Association Charter Documents" means the articles of incorporation and bylaws of Arabian Horse Association.

"AHRA" means Arabian Horse Registry of America, Inc., a Colorado nonprofit corporation, that, effective on the Effective Date, will be merged into Arabian Horse Association.

"Appreciated Funds" has the meaning set forth in Article III.

"Approved Purposes" means the purposes for which Appreciated Funds may be used as set forth in Article III.

"Arabian Horse Registry" means the registry of purebred Arabian horses to be maintained by the Registration Commission as provided in the Arabian Horse Association bylaws.

"Arabian Jockey Club" or "AJC" means the Arabian Jockey Club and activities related to racing of purebred Arabian horses.

"Board of Trustees" means the Board of Trustees of the Trust. The "Board of Trustees" shall be deemed to have the same meaning as "board of directors" under the Act.

"Building" has the meaning set forth in Exhibit A.

"Code" shall mean the Internal Revenue Code of 1986 (or under the corresponding provisions of any future United States Internal Revenue law), as amended from time to time.

"Corpus" means collectively, Corpus A and Corpus B.

"Corpus A" means assets contributed to the Trust and designated for placement in Corpus A, including (i) the cash and investments, Building and contiguous land, net revenues generated by the Building, sale proceeds of the Building if and when sold, and the Purebred Revenues, all as more particularly described in Exhibit A, (ii) AHRA's membership in the Arabian Jockey Club, (iii) the AHRA registration database and related intellectual property rights (the "Proprietary Rights"), (iv) all additional contributions made to the Trust and designated to Corpus A, and (v) all change in value relating to the assets described in (i) and (iv) of this definition.

"Corpus B" means the assets contributed to the Trust and designated for placement in Corpus B, including (i) the land and cash, as more particularly described in Exhibit B, (ii) all additional contributions made to the Trust and designated to Corpus B, and (iii) all change in value relating to the assets described in (i) and (ii) of this definition.

"Effective Date" means the "Effective Date" of the Merger, as defined in the Merger Agreement.

"Merger" means the merger of IAHA and AHRA into Arabian Horse Association.

"Merger Agreement" means the Agreement and Plan of Merger under which IAHA and AHRA merged into Arabian Horse Association.

"Purebred Registry Members" means the three Trust Appointees (as set forth in Article IV) selected to serve on the Registration Commission to oversee the Arabian Horse Registry and to implement the Registration Rules and Procedures.

"Purebred Registry Services" means staff services relating to (a) marketing and development of the purebred Arabian Horse, (b) the Arabian Horse Registry, and (c) the Arabian Jockey Club that are the same as, or substantially similar to, those services provided by AHRA's employees for AHRA prior to the Merger.

"Purebred Revenues" means one-third of the gross revenues derived from the Arabian Horse Registry, including registration fees, transfer fees, service fees and administrative fees.

"Registration Commission" means the Registration Commission of the Arabian Horse Association.

"Registration Rules and Procedures" means the rules, policies, practices, procedures, and contracts relating to the Registry Functions.

"Registry Functions" means the activities carried on by AHRA prior to the Merger, and the Arabian Horse Registry following the Merger, relating to the maintenance of a stud book for purebred Arabian horses, including registrations, issuance of certificates, transfers, and including resolving disputes as to whether a horse is a purebred, limited investigating of related issues, and responding to inquiries from third parties or fact finders in connection with third party disputes regarding ownership, activities relating to international purebred Arabian registry matters, including importing and exporting of purebred Arabian horses and relations concerning purebred Arabian horses with WAHO and with other national and international purebred Arabian registries.

"Trust" means The Purebred Arabian Trust created as a Colorado nonprofit corporation on September 17, 2002, organized to carry out such purposes as an organization described in Section 501(c)(5) of the Code, the structure and operation of which are governed by these Bylaws. The use of the term "Trust" in these Bylaws and in the Articles of Incorporation of the Trust shall be deemed to have the same meaning as the term "corporation" under the Act.

"Trust Appointees" means those persons appointed by the Trust to serve Arabian Horse Association as At-Large Directors, At-Large Vice Presidents and committee and commission members as described in Article IV.

"Trustees" means the individual members of the Board of Trustees, and all of the members of the Board of Trustees, as the context requires. The use of the term "Trustees" shall be deemed to have the same meaning as the term "directors" under the Act.

"WAHO" means the World Arabian Horse Organization and shall be deemed to include all other purebred Arabian registries.

2.                        USAGE AND INTERPRETATION.

In these Bylaws, unless a clear contrary intention                        appears,                        (a) the                        singular number                        includes the                        plural                        and                        vice versa; (b) references to Articles, Sections, Paragraphs, and- Subparagraphs refer to those items contained in these Bylaws; (c) reference to these Bylaws or to any other agreement, document, or instrument, means these Bylaws (together with all exhibits hereto, all of which are incorporated herein by this reference), and each such agreement, document, and instrument, as amended or modified and in effect from time to time in accordance with the terms thereof; (d) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term, and (e) references to any person or entity in these Bylaws shall be deemed to include the successors and assigns of such person or entity.

3. NOTICES. Whenever notice is required to be given under these Bylaws, notice shall be sufficient in all respects if given in writing and delivered by (a) personal delivery, (b) telecopy, (c) overnight courier, (d) electronic mail, or (e) United States first class mail, postage prepaid, in all cases to the latest address of the recipient as shown on the Company's records. Notice shall be deemed to have been given at the time delivered as above provided.


ARTICLE II OFFICES AND MEMBERS

1.                        BUSINESS OFFICES. The principal office of the Trust in the State of Colorado shall be located at c/o Arabian Horse Association, 10805 East Bethany Drive, Aurora, CO 80014-2605. The Trust may have such other offices, either within or without the State of Colorado, as the Board of Trustees may determine or as the affairs of the Trust may require from time to time.

2.                        REGISTERED OFFICE. The Trust shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Trustees.

3.          No MEMBERS. The Trust shall have no members.

ARTICLE III PURPOSE

1.                        GENERAL.                        The purpose of the Trust is to aid, promote, and foster the preservation and use of purebred Arabian horses and the Arabian breed, to engage in all undertakings incidental to or designed to further or promote these objectives, and to oversee and manage the Corpus.

2.                        USE of CORPUS.                        Corpus A and Corpus B shall be maintained in two separate accounts and used as provided below.

A.                        Corpus A.                        Corpus A shall be used only for purposes related to the promotion of the purebred Arabian horse (the "Approved Purposes") including (i) promotion and education intended to enhance the public's understanding and appreciation of the purebred Arabian horse, (ii) encouragement of the growth and development of a broad range of disciplines for the use of the purebred Arabian horse, and (iii) increasing new entrants' participation in activities utilizing the purebred Arabian horse; provided, however, that (a) without the unanimous consent of the Trustees, only that portion of Corpus A that consists of income in excess of 2% per annum gained on the principal of the assets of Corpus A other than real estate (the "principal Corpus A assets') existing on the Effective Date (the "Appreciated Funds") may be used for the Approved Purposes, and (b) the Appreciated Funds may be used for the Approved Purposes subject to approval of the majority of the Trustees. In determining the "Appreciated Funds" each year, the 2% of excess income shall be based on the prior year end audited value of principal of the principal Corpus A assets.                        The Trustees shall make reasonable efforts to achieve the annual addition of 2% to the value of such assets; however, the Trustees shall not be required to modify commitments based on changes in market values during a period.

B.                        Corpus B. Corpus B shall be used only for the long-term benefit of the purebred Arabian horse including preservation of the purity of the purebred Arabian Committee; horse and perpetuation and preservation of registration records and activities as the Trustees deem appropriate. No portion of Corpus B may be used without the approval of three-quarters of the Trustees.

3.                        APPOINTMENTS. The Trust shall be responsible for appointing the Trust Appointees, as more fully described below.

ARTICLE IV BOARD OF TRUSTEES

1.                        GENERAL POWERS AND RESPONSIBILITIES. The affairs of the Trust shall be managed by the Trustees. The Trustees shall be vested with control and management of the Trust subject to such restrictions as are imposed by these Bylaws, the Articles of Incorporation, and the laws of the State of Colorado.                        The Trustees shall have the full power and authority to take action from time to time to manage the Trust.

2. ARABIAN HORSE ASSOCIATION RELATED POWERS AND RESPONSIBILITIES. The Trustees shall perform the following duties:

A.                        Arabian Horse Association Positions.                        he The Trustees shall appoint persons to fill the following positions of Arabian Horse Association (as such positions are described in the Arabian Horse Association Charter Documents and the Merger Agreement) upon expiration of their initial terms and in the event of any vacancy (the "Trust Appointees"):

(i)         four At-Large Directors;

(ii)        two At-Large Vice Presidents;

(iii)       one member of the Ways and Means Committee;

(iv)       three members of the Market Development and Promotion

 

(v) three members of the Registration Commission (the "Purebred Registry Members"); and

(vi)                        six members of the Racing Committee, which members shall be the Executive Committee of the Arabian Jockey Club.

The Trust Appointees serving Arabian Horse Association as At-Large Directors and At­Large Vice Presidents shall be Trustees. The Trust Appointees serving as committee and commission members may or may not be Trustees; however, no Purebred Registry Member appointed to the Registration Commission shall simultaneously serve as an At­Large Director or At-Large Vice President.

B.                        Manage Corpus; Funding Decisions. The Trustees shall oversee and manage the Corpus in accordance with the designated purposes of Corpus A and


 

Corpus B.                      The Trustees shall determine whether, and to the extent, any request for funds from the Market Development and Promotion Committee of Arabian Horse Association or otherwise serves the interest of the purebred Arabian horse as required under Corpus A or Corpus B, as applicable, and shall determine the amount, if any, of such request that shall be approved and contributed, all in accordance with the constraints set forth in Article III. The Trustees shall have no obligation to diversify investments of the Corpus, it being understood that the duties of the Trustees with respect to the Corpus are to hold the assets of the Corpus as long-term investments and use the assets thereof only as prescribed in these Bylaws.

C. Staff Decisions. The Trustees shall approve or reject recommendations made by Arabian Horse Association's Executive Vice President relating to the Purebred Registry Services in accordance with the provisions of the Merger Agreement.

D.                        International Purebred Arabian Horse Matters. The Trustees shall be responsible for all decisions and other matters relating to Arabian Horse Association's affiliation concerning purebred Arabian horses with WAHO and other purebred Arabian horse registries.

E.                        Other Matters. The Trustees shall make such determinations and carry out such responsibilities as are designated to the Trust under the Merger Agreement and Arabian Horse Association Charter Documents including those relating to Arabian Horse Association's committees including the Registration Commission, the Market Development and Promotion Committee, the Executive Committee of Arabian Horse Association's Board of Directors, the Ways and Means Committee, the Racing Committee, and the Arabian Horse Association's Board of Directors.

3.                   NUMBER, QUALIFICATIONS, AND TENURE.                   The Board of Trustees shall consist of up to nine Trustees, as fixed from time to time by the Board of Trustees. As of the Effective Date, the number of Trustees on the Board is fixed at eight.                        Trustees need not be residents of the State of Colorado, but they shall be natural persons who are at least 18 years of age. A person shall not be eligible for election as a Trustee who is 75 years of age or older. Other than as a result of voluntary resignation or removal for cause, as provided below, the Board of Trustees shall make commercially reasonable efforts to limit the number of new Trustees in any 24-month period to less than three.

The terms of the Trustees shall be staggered in accordance with the following provisions. The eight Trustees shall be divided into three groups, the first group consisting of two Trustees, the second group consisting of three Trustees, and the third group consisting of three Trustees.            The terms of the Trustees in the first group shall expire at the first annual meeting of the Board of Trustees following the Trust's establishment, the terms of the Trustee's for the second group shall expire at the second annual meeting of the Board of Trustees, and the terms of the Trustees in the third group shall expire at the third annual meeting of the Board of Trustees. Upon expiration of the initial staggered terms, Trustees shall be elected for terms of three years to succeed those whose terms expire.  Except for the initial Board of Trustees, which is constituted as set forth in the Articles of Incorporation, Trustees whose terms

are expiring shall be elected at least 60 days prior to the annual meeting of the Board of Trustees applicable to the expiring terms. The terms of newly elected -Trustees commence on the date of such annual meeting. The Trustees elected shall be elected from a slate of potential Trustees presented by a nominating committee (the "Nominating Committee").- The Nominating Committee shall consist of the then­current Chairman (as defined below) and the immediate past Chairman (regardless of such person's title while in the position of Chairman); provided, however, that if the immediate past Chairman is unable or unwilling to be a member of the Nominating Committee, such Nominating Committee position shall be appointed by the Board of Trustees.            The Nominating Committee shall create the slate of potential Trustees according to procedures established from time to time by the Trustees.

4.            REMOVAL. Trustees may be removed with or without cause by a vote of a majority of the Trustees then in office.

5.            RESIGNATION. Any Trustee may resign by filing a written resignation with the Secretary.

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