IAHA/AHRA Merger Documents

 

 

ARTICLE IX INDEMNIFICATION

To the extent permitted or required by the Act (as defined in Article I and more fully defined below) and any other applicable law, if any Trustee or officer (as defined below) of the Trust is made a party to or is involved in (for example as a witness) any proceeding (as defined below) because such person is or was a Trustee or officer of the Trust, the Trust (I) shall indemnify such person from and against any judgments, penalties, fines, amounts paid in settlement and reasonable expenses (including expenses of investigation and preparation, and fees and disbursements of counsel, accountants or other experts) incurred by such person in such proceeding, and (II) shall advance to such person expenses incurred in such proceeding.

The Trust may in its discretion (but is not obligated in any way) to indemnify and advance expenses to an employee or agent of the Trust to the same extent as to a Trustee or officer.

The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the Trust may at its discretion provide for indemnification or advancement of expenses in a resolution of its Trustees, in a contract or in its Articles of Incorporation.

Any repeal or modification of the foregoing provisions of this Article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification.            If any provision of this Article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and effect.

As used in this article, the following terms have the following meanings:

A.                        Act. The term "Act" means the Colorado Revised Nonprofit Corporation Act as it exists on the date this Article is adopted, and as the Colorado Revised Nonprofit Corporation Act may be thereafter amended from time to time. In the case of any amendment of the Colorado Revised Nonprofit Corporation Act after the date of adoption of this Article, when used with reference to an act or omission occurring prior to effectiveness of such amendment, the term "Act" shall include such amendment only to the extent that the amendment permits a corporation to provide broader indemnification rights than the Colorado Revised Nonprofit Corporation Act permitted prior to the amendment.

B.                        Trustee or Officer. As used in this Article IX, the term "Trustee" or "officer" means (i) a Trustee or officer of the Trust and (ii) while an individual is a Trustee or officer of the Trust, the individuals serving at the Trust's request as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign corporation, nonprofit corporation, or other person or of an employee benefit plan, and (iii) any other position (not with the Trust itself) in which a Trustee or officer of the Trust is serving at the request of the Trust and for which indemnification by the Trust is permitted by the Act.

C.                        Proceeding. The term "proceeding" means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

ARTICLE X
CONTRACTS, CHECKS, DEPOSITS, GIFTS AND PROXIES

1.                        CONTRACTS. The Trustees may authorize any officer or officers, agent or agents of the Trust, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Trust, and such authority may be general or confined to specific instances unless otherwise prohibited by these Bylaws.

2.                        CHECKS, DRAFTS, ETC. Except as otherwise provided in these Bylaws, all checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust, shall be signed by such officer or officers, agent or agents of the Trust and in such manner as shall from time to time be determined by resolution of the Trustees. In the absence of such determination by the Trustees, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chairman or a Vice Chairman of the Trust.                        Neither the Treasurer nor any other officer of the Trust, shall have the authority to expend funds in excess of $5,000.00 without two signatures on the applicable instrument. The Trustees shall obtain a fidelity bond.

3.                      DEPOSITS. All funds of the Trust shall be deposited from time to time to the credit of the Trust in such banks, trust companies or other depositaries as the Trustees may select.

4.                        GIFTS. The Trustees may accept on behalf of the Trust any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Trust.

5.                        PROXIES. Unless otherwise provided by resolution adopted by the Trustees, the Chairman may from time to time appoint one or more agents or attorneys in fact of the Trust, in the name and on behalf of the Trust, to cast the votes which the Trust may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the Trust, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the Trust as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Trust and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE XI
BOOKS AND RECORDS

The Trust shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of Trustees and committees having any of the authority of the Trustees, and shall keep at its registered or principal office a record giving the names and addresses of the Trustees.

ARTICLE XII
CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved by resolution of the Board of Trustees.                        The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.                        The impression of the corporate seal may be made and attested by either the Secretary or an Assistant Secretary for the authentication of contracts or other papers requiring the seal.

ARTICLE XIII
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or these Bylaws of the Trust, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV
AMENDMENTS TO BYLAWS

Except with respect to Section 10 of Article IV and this Article XIV of these Bylaws, amendment to which shall require the vote of two-thirds of all of the members of the Board of Trustees, these Bylaws may be amended by a majority of all members of the Board of Trustees at any regular meeting or at any special meeting, if at least ten days' written notice is given of intention to amend these Bylaws at such meeting. In addition, the provision in Section 10 of Article IV these bylaws requiring the consent of the Board of Directors of Arabian Horse Association to authorize the voluntary dissolution of the Trust or revoke proceedings therefore cannot be amended by the Trustees without the consent of the Board of Directors of Arabian Horse Association.


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Lorry Wagner, Copyright 2004