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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 Chino Valley, AZ. |
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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 |
|
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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