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Arizona Fox Trotter Association (AFTA)
ByLaws Revised 03/28/2007
| Article I: Offices |
| The principal office of the corporation
in the State of Arizona shall be located in Wittmann, County of Maricopa. |
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| Article II: Membership |
| Section 1. Annual meeting. A meeting
of the membership shall be held annually at a place and time decided by the
Board of Directors, for the purpose of such business as may come before the
General Membership, including
the election of members of the Board of Directors.
Section 2. Special meetings. Special
meetings of the membership for any purpose may be called by a majority of the
Board of Directors.
Section 3. Place of meetings. The Board
of Directors may designate any place within the State of Arizona, unless
otherwise proscribed by statute, as the place of any annual meeting or for any
special meeting.
Section 4. Notice of meeting. Written,
e-mail, telephone, or conversational notice stating the place, day, and hour,
and in case of a special meeting, the purpose or purposes for which the meeting
is called, shall unless otherwise proscribed by statute, be delivered to the
membership.
Section 5. Voting lists. The secretary or
other member having charge of the membership list of the organization shall
make a list of the members entitled to vote at each meeting of the membership,
with the address of each person entitled to vote as well as the number of votes
the member is entitled to submit. Such list shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
member during the whole time of the meeting for the purposes thereof. Those
entitled to vote and entitled to receive notice of a meeting at which a valid
vote will take place shall be members in good standing or associate members in
good standing of the Arizona Fox Trotter Association, who are current with
respect to payment of dues and any other fees or sums due this association as
certified by the Treasurer.
Section 6. Action without a meeting.
Unless proscribed by law, any action required to be taken at a meeting of the
membership, or any other action which may be taken at a meeting of the
membership, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the members
entitled to vote with respect to the matter thereof.
Section 7. Voting by Proxy Ballot. By a majority
vote of the Board of Directors at the meeting of the Board of Directors last
preceding an election, proxy ballots submitted by eligible members may be
counted in an election. If the Board of Directors takes such a decision, all
such ballots submitted shall be included in the count.
Section 8. Membership classification. Two
classes shall be enabled: Member and Associate Member. Members shall be members
in good standing of both the Missouri Fox Trotter Horse Breed Association and
the Arizona Fox trotter Association and be current, dues paid members of both
Associations. Associate members shall be simply paid members of the Arizona Fox
Trotter Association in good standing. Two types of memberships shall be
available to each class of membership: Single and family memberships for members
and associate members. Single memberships shall be available to individuals and
family membership to married and cohabiting members with or without children
less than 18 years of age.
Section 9. Transfer of Membership. Membership
shall be individually assigned and non-transferable. An application for
membership shall be provided to interested individuals or families who qualify
for membership or for associate membership by the Secretary. Such application
shall be reviewed in a timely manner by the Board of Directors for their
approval or rejection. Approval shall not be unreasonably withheld. Rejection of
an application will be the subject of a motion at a Board of Directors meeting
and documented in the minutes.
Section 10. Dues. Two categories of dues to be
collected from Members and Associate Members alike are designated. Family
memberships and single memberships are authorized, the sum for each to be an
annual amount to be determined from time to time by the Board of Directors.
Section 11. Voting. Each single membership and
each single associate membership shall be entitled to cast one vote upon any
matter coming before the Corporation at a general membership meeting.
Each family membership or associate family membership shall be entitled to cast
two votes upon any matter coming before the Corporation at a general
membership meeting.
Section 12.
Termination of Membership. A
majority of the Board of Directors may expel a Member or an Associate Member for
cause for the following reasons:
a. Conduct, which has the potential to bring
discredit upon the Organization.
b. Conduct, which has the potential to
undermine the authority of the Board of
Directors.
c. Conduct disparaging to the Missouri Fox
Trotter horse breed,
d. Mistreatment of a horse,
e. Expulsion from the Missouri Fox Trotter
Horse Breed Association.
Section 13. Due Process. A member or associate
member subject to expulsion shall be notified in writing at least fifteen days
prior to the effective date of the expulsion, such written notice to include the
reasons for expulsion. Said written notice shall be sent by U. S. Mail to the
last address shown in the records of the Association. The member subject to
expulsion will be given the opportunity to be heard, orally or in writing at
least five days prior to the effective date of the expulsion by one Officer or
Board Member of his/her choosing, which Officer or Board Member then will be
empowered to represent the Member or Associate Member in an appeal to the entire
Board of Directors. If the appeal so represented is denied by a vote of a simple
majority of the Board of Directors then the empowered officer or member of the
Board of Directors shall notify the Member or Associate Member subject to
expulsion that the expulsion is final and shall take effect five days after the
expulsion decision. If the appeal is granted the member may be reinstated on
probation for 12 months. If during probation a second Board of Directors vote to
expel is taken no further appeal is permitted. If the completion of probation is
successful and without further vote to expel, the Member or Associate Member
shall be reinstated. An expelled Member or Associate Member under no
circumstance will be relieved of any obligation to the Association including,
but not limited to dues, assessments, or fees as a result of commitments made or
obligations incurred prior to expulsion. |
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| Article III:
Membership Board
Of Directors |
Section 1. General Powers. The Board Of
Directors shall manage the business and affairs of the Corporation.
Section 2. Numbers, Tenure, and
Qualifications. The Board of Directors shall determine the number of Directors
of the Corporation from time to time. Such determination shall reflect the needs
of the organization at the time it is made. The elected officers including the
President, Vice President, Secretary, and Treasurer shall be members of the
Board of Directors. Each member of the Board of Directors shall serve a term of
two years. The officers of the Board of Directors shall be elected every year
and serve a term of one year. The qualifications for election to the Board of
Directors shall include: United States citizenship, 21 years of age, and ethical
standing in the Arizona horse community, and absence of criminal record. At any
given time no more that two members of a family may be elected to serve on the
Board of Directors, However, only one may serve as an officer, where family
members are defined as husband, wife, son, daughter, brother, sister, or
cohabiting partner. Each Officer or Director shall hold office until a successor
shall have been elected and installed.
Section 3.
Election. Directors shall be
elected by a majority vote by written ballot. A slate of candidates drawn from
eligible members by the Secretary and previously approved by the Board of
Directors shall be presented to the membership for election to vacant seats.
A call for nominations for Board
membership shall be advertised in the newsletter 30 days in advance of the
balloting. The Board of Directors will review all nominations by the date of
the balloting to determine eligibility, and the slate of Candidates finalized.
Ballots will be distributed to the membership and those ballots returned shall
be counted by a member of the Board. If the combined slate of candidates exceeds
the number of vacancies, then those candidates with the largest number of
affirmative votes shall fill vacancies.
Section 4. Regular Meetings. The Board
of Directors shall meet with a frequency and at a location to be determined
from time to time by the President. Alternate dates may be selected by a
majority vote of the Bard of Directors, or by the suggestion of any Board member
with concurrence of the President or Vice President.
Section 5. Special Meetings. Special
meetings may be called by the President or Vice President at his/her discretion,
with the concurrence of one member of the Board of Directors. The date, time and
location of a special meeting shall be transmitted to each board member. The
responsibility for such notification shall reside with the party calling for the
special meeting. Notification will be made by any means practical.
Section 6. Notice. Notice of any
meeting of the Board of Directors shall be provided to members of the Board of
Directors at least 1 day previous by any means practical. Any Director may waive
notice of a meeting. Attendance at a meeting shall constitute waiver of notice
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business or because the meeting is not lawfully called
or convened.
Section 7. Quorum. The presence of a
simple majority including at least two of the four Officers shall constitute a
quorum of the Board of Directors.
Section 8. Manner of Acting. The act of
a majority of Directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.
Section 9. Action Without a Meeting.
Any action that may be taken by the Board of Directors at a meeting may be taken
without a meeting if consent in writing, setting forth the action to be taken,
is given by all of the Directors.
Section 10. Vacancies. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors. A Director so elected shall serve the
entire unexpired term of his predecessor. A Directorship filled by reason of an
increase in the number of Directors as decreed by the Board shall occupy a term
of two years from the last Board election.
Section 11. Removal.
Any director may be removed by the Board of Directors whenever, in it's
judgment, the best interest of the organization will be served thereby. Election
or appointment of a director shall be terminable at will.
Section 12.
Compensation. No compensation is paid to Officers or Directors. Normal approved
expenses for the Organization's business will be reimbursed.
Section 13. Presumption of Assent. A
Director is presumed to have assented to any action taken by the Board of
Directors taken during a meeting at which that Director was present unless he
has provided within 24 hours of the action taken a written dissent delivered to
the Secretary with a copy to the President, or if such dissent is reflected in
the minutes.
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| Article IV: Officers |
Section 1. Number. Officers shall be:
President, Vice President, Secretary, and Treasurer. Each shall be elected by
the Board of Directors. Officers shall be members of the Board of Directors.
Section 2. Election of Officers. A
slate of officers shall be derived by the Secretary from eligible members and
presented to the Board of Directors for such election during a meeting of the
Board of Directors. The Board of Directors shall by majority vote elect that
slate of candidates or reject the slate. If rejection is voted then the Board of
Directors shall amend the slate of candidates and elect the new candidates by
majority vote.
Section 3. Removal. Any Officer may be
removed by the Board of Directors whenever, in its judgment, the best interest
of the organization will be served thereby. Election or appointment of an
Officer shall be terminable at will.
Section 4. Vacancies. The Board of
Directors may fill vacancies for any unexpired term.
Section 5. President. The President
shall be the principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall in general supervise and control all of
the business and affairs of the organization. He shall, when present, preside at
all meetings of the membership and of the Board of Directors. He may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, contracts or other instruments which have
been authorized by the Board of Directors to be executed, except where the Board
of Directors has expressly delegated such execution to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed or
executed; and in general 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.
Section 6. Vice President. In the
absence of the President or in the event of his death, 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 of the restrictions
upon the President. The Vice President shall perform such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
Section 7. Secretary. The Secretary
shall: a) keep the minutes of the proceedings of the membership and of the Board
of Directors; b) see that all notices are duly given in accordance with these
Bylaws or applicable law; c) be custodian of the corporate records; d) keep a
register of post office and e-mail addresses of the members as furnished to him
by such members, or delegate that responsibility to a membership chairperson.
Section 8. Treasurer. The Treasurer
shall: a) have and maintain charge and custody of and be responsible for all
funds of the Corporation; b) receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks or other depositories as
shall be selected in accordance with the provision of ART1CVLE VI of these
Bylaws; and c) in general perform all duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 9. Salaries. No Officer shall
receive a salary from the Corporation.
Section 10. Conflict of Interest. Each
member of the Board of Directors and including each Officer shall endeavor to
avoid any conflict of interest where the anticipation of personal gain may
conflict with the best interest of the Corporation. In the event such conflict
may arise or be unavoidable from time to time, the member or officer involved
may make disclosure to the Board of Directors regarding such conflict, and with
the assent of the Board, may be relieved of responsibility for any negative
effect or the appearance of negative effect upon the Corporation. Such assent by
the Board of Directors shall be based upon the best interest of the Corporation.
Failure to disclose a known significant conflict of interest may be grounds for
termination as in ARTICLE IV SECTION 3. |
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| Article V: Indemnification |
| The Corporation shall indemnify its
Directors Officers and employees to the full extent permitted by applicable law
and as follows: a) every Officer and Director of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
reasonable legal counsel fees incurred by or imposed upon him/her in connection
with any proceeding to which he/she may become involved, by reason of being or
having been a Director, Officer, employee or agent of the Corporation, or any
settlement or judgement thereof, whether or not he/she is a Director, Officer,
employee or agent at the time such expenses are incurred, except in such cases
wherein the Director, Officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her duties; provided that
in the event of a settlement or judgement, when the Board of Directors approves
reimbursement to be in the best interests of the Corporation; b) The Corporation
shall provide to any person who is or was a Director, Officer, employee, or
agent of the Corporation, the indemnity against expenses of suit, litigation or
other proceedings which is specifically permissible under applicable law. c) The
Board of Directors at its discretion may direct the purchase of liability
insurance by way of implementing the provisions of this ARTICLE V. |
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| Article VI: Contracts, Loans,
Checks and Deposits |
Section 1. Contracts. The Board of
Directors may authorize any Officer or Officers, agent or agents to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.
Section 2. Loans. No loans shall be
contracted on behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to special instances.
Section 3. Checks, drafts, etc. All
checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
Officer or Officers, agent or agents of the Corporation and in such manner as
shall be from time to time determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the
Corporation shall be deposited from time to time to the credit of the
Corporation in such banks or other depositories as the Board of Directors may
select. |
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| Article VII:
Article VII Fiscal Year |
| The fiscal year of the Corporation
shall begin on the 1st
day of
January and end on the 31st day of December of each year. |
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| Article VIII: Amendments |
| These Bylaws may be altered,
amended or repealed and new Bylaws may be adopted by the Board of Directors at
any regular or special meeting or the Board of Directors. |
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| Secretary Certification |
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The above-amended Bylaws are certified to be adopted by the Board of
Directors of the Corporation on This day ___ By the Secretary
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