CODE OF BY-LAWS AS AMENDED IN 2013
INDIANA AMERICAN SADDLEBRED HORSE ASSOCIATION, INC.
Section 1.01 Name
The name of the Corporation is:
INDIANA AMERICAN SADDLEBRED HORSE ASSOCIATION. INC.
(Hereinafter referred to as the "Corporation")
Section 1.02 Principal Office and Resident Agent
The post office address of the principal office and the name of the resident agent is that of the current secretary or Treasurer.
Section 2.01 Qualification and Election
The members of the Corporation shall consist of the subscribing members and such other person or persons as the members may elect by vote of a majority of all members of the Corporation at any meeting of the members of the Corporation.
Section 2.02 Rights of Members
The right of a member to vote, and all his right, title and interest in or to the Corporation shall cease on the termination of his membership. No member shall be entitled to share in the distribution of the corporate assets upon dissolution of the Corporation.
Section 2.03 Resignation of Members
Any member may resign from the Corporation by delivering a written resignation to the President or the Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by
the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Section 2.04 Membership Certificates
A non-transferable Certificate of Membership shall be issued to each person admitted to membership in the Corporation. Such Certificate shall certify that the named person is a member of the Corporation and be signed by the Secretar\y or Treasurer of the Corporation.
Section 2.05 Involuntary Termination of Membership
The Board of Directors shall adopt such rules and regulations, as it deems necessary or advisable for the suspension or termination of membership.
MEETINGS OF MEMBERS
Section 3.01 Place of Meetings
All meetings of the members shall be held at any place within or without the State of Indiana as may be designated by the officers and specified in the respective notices or waivers of notice thereof.
Section 3.02 Meetings
Regular monthly meetings of the members of the Corporation shall be held during the months of September through May in each calendar year. Meetings will be held on such days and at such times as designated by the officers of the Corporation; provided, however, that a failure to hold any of the monthly meetings shall not work any forfeiture or penalty to the Corporation.
Section 3.03 Annual Meeting
An annual meeting of the members shall be held at the first Fall monthly meeting of each calendar year; provided, however, that the Board of
Directors may designate another day and time for the annual meeting.
Section 3.04 Special Meetings
Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by written petition signed by not less than one tenth (1/10) of all members of the Corporation. Upon a request in writing delivered to the President or the
Secretary by a person or persons entitled to call a special meeting; it shall be the duty of the President or Secretary to give notice to the members of such meeting, and, if such request is refused, the person or persons making such request may call a meeting by giving notice in the manner hereinafter provided. Business transacted at a special meeting shall be limited to the subjects stated in the call or waiver of notice, and matters germane thereto.
Section 3.05 Notice of Meetings
A written or printed notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for such meeting, shall be delivered or mailed to the Secretary, or shall be mailed by the officer or persons calling the meeting to each member of the Corporation at such address as appears on the records of the Corporation. Written or printed notice of meetings must not be made more than thirt y (30) days and not less than (10) days before the date of the meeting. Notice of any such meeting may be waived in writing filed with the Secretary by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time
and place of the meeting. Attendance at any meeting shall constitute a waiver of notice of that meeting.
Section 3.06 Voting Lists
The Secretary shall maintain, at all times, a complete and accurate list of members entitled to vote at all meetings. The voting list may be inspected by any member for any proper purpose, at any reasonable time.
Section 3.07 Quorum
At any meeting of the members of the Corporation fifteen percent (15%) of the members entitled to vote at such meeting, present in person or by proxy executed in writing and signed by the member, shall constitute a quorum for the transaction of business, except as otherwise provided by law.
Section 3.08 Voting Rights
Each Senior Member shall be entitled to cast one (1) vote in his name as his name appears on the books of the Corporation. A Junior Membership will allow any child seventeen, (17) years of age and under to participate without voting rights. The annual dues of a Junior Member will be one-half (1/2) of the Senior Member.
BOARD OF DIRECTORS
Section 4.01 Functions
The business property and affairs of the Corporation shall be managed and controlled by a Board of Directors as from time to time constituted.
Section 4.02 Eligibility
No person shall be a director who is not a member of the Corporation and who is not a citizen of the United States.
Section 4.03 Number
The number of directors comprising the Board of Directors shall be nine (9). Number may from time to time be increased or decreased by Resolution adopted by not less than a majority of the Board of Directors, subject to the limitation that the Board shall never be reduced to less than three (3) nor increased to more than fifteen (15) directors. In the event the number of directors is increased as provided herein, the election of the additional director or directors shall be by a vote of the members of the Corporation according to a procedure established by the Board by Resolution.
Section 4.04 Ex officio Directors
In addition to the number of directors specified in Section 4.03, the Board of Directors shall also include the President, Vice President, Secretary, and/or Assistant Secretary and Treasurer. They shall sit on the Board because of their offices and for such a term as they continue to hold such offices. Immediate past President shall automatically serve one year on the Board of Directors. Such Ex Officio members of the Board shall be full members with the same rights, privileges and voting powers as the other directors.
Section 4.05 Election
Directors shall be e1ected by the members of the Corporation at the Annual Meeting provided in Article 3 of this Code of by-laws.
Section 4.06 Term
The nine directors shall be divided into three (3) groups each consisting of three (3) members initially serving terms of either three (3), two (2) or one (1) year as set out in Section 6.03 of the Articles. Following the expiration of the terms listed in that Section, all elected directors shall serve terms of three (3) years so that the terms of office of one-third of the directors shall expire each year. Incumbent directors shall be eligible for reelection.
Section 4.07 Resignation
Any director may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time be specified, at the time of its acceptance by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Section 4.08 Removal
Any director may be removed, with or without cause, at a meeting of the Board of Directors called expressly for that purpose, through a vote of two-thirds (2/3) of all the members of the Board. Any member of the Board of Directors missing three (3) consecutive meetings shall be deemed to have submitted their resignation from the Board and shall be replaced according to Section 4.09 of the by-laws.
Section 4.09 Vacancies
Any vacancy occurring on the Board of Directors caused by death, resignation or otherwise, shall be filled until the next annual meeting through a vote of a majority of the remaining members of the Board. If a majority of the remaining members of the Board of Directors cannot agree on a person to fill any such vacancy, a special meeting of the members of the Corporation shall be called to elect a person to fill such vacancy.
Section 4.10 Directors Meetings
The board of Directors shall physically meet at such time and in such places as determined by the President. A meeting may also be called upon the written request of not less than one-third (1/3) of the membership of the Board of Directors. Requests shall set forth the business to be conducted at such meeting.
Section 4.11 Notice of Meetings
Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by mailing the same at least five (5) days or by telephoning the same at least two (2) days before the meeting to the usual business or residence address of the director or officer as shown upon the records of the Corporation. Notice of any meeting of the Board of Directors may be waived in writing filed wit h the Secretary by any director or officer if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place of the meeting. Attendance at any meeting of the Board of Directors shall constitute a waiver of notice of that meeting.
Section 4.12 Quorum
A quorum of the Board of Directors at any annual or special meeting of the Board of Directors shall be one-half (l/2) of the duly qualified members of the board of Directors then occupying office.
Section 4.13 Committees
The Board of directors, by Resolution adopted by a majority of the board, may designate one or more committees, each of which shall consist of two or more directors or officers.These committees to the extent provided in said Resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a Resolution adopted-by a majority of the Directors present at a meeting at which a quorum is present. The designation of any such committee and the delegation thereof of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.
Section 4.14 Powers
All the corporate powers, except as otherwise provided herein or by law, shall be vested in and shall be exercised by the Board of Directors.
THE OFFICERS OF THE CORPORATION
Section 5.01 Officers and Agents
The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and/or an Assistant Secretary, a Treasurer, and such other officers as the Board of Directors may, by Resolution, designate from time to time. Any two or more offices may be held by the same person, except that the duties of the President and the Secretary shall not be performed by the same person. The Board of Directors may, by Resolution, create, appoint and define the duties and fix the compensation of such officers and/or agents as, in its discretion, is deemed necessary, convenient or expedient for carrying out the purposes for which the Corporation is formed; provided, however, the officers and
agents shall be compensated only for actual services performed on behalf of the Corporation.
Section 5.02 Election, Term of Office and Qualifications
The officers shall be chosen annually by the general membership. Each officer shall hold office from annual membership meeting to annual membership meeting or until his successor is chosen and qualified.
Section 5.03 Vacancies
In the event an office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Board of Directors shall elect a person to fill such a vacancy, and the person elected shall hold office and serve until the next annual meeting or until the election and qualification of his successor.
Section 5.04 President
The President, who shall be chosen from among the membership of the Board of Directors or past elected officials who have served in office during the last five (5) years, shall preside at all meetings of the Board, if present; shall appoint the chairmen and members of all standing and temporary committees, subject to the review of the Board of Directors; shall have and exercise general charge and supervision of the affairs of the Corporation; and shall do and perform such other duties as this Code of By-Laws provides or as may be assigned to him by the Board of Directors. The President may be an Ex Official member of any committee except audit.
Section 5.05 Vice President
The Vice President may perform all duties incumbent upon the President during the absence or disability of the President and shall perform such other duties as this Code of By-Laws may require or as may be assigned to him by the President or the Board of Directors.
Section 5.06 Secretary and/or Assistant Secretary
The Secretary and / or Assistant Secretary shall have the custody and care of the Corporate records and the minute book of the Corporation. The Secretary, and/or Assistant Secretary, shall attend all meetings of the Board of Directors and members of the Corporation, and shall keep, or cause to be kept in a book provided for purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees of the Board of Directors when required. They shall attend to the giving and serving of all notices of the Corporation, shall file and take care of all papers and documents belonging to the Corporation. The Secretary shall handle the correspondence of the Corporation and shall perform such other duties as may be required by the Code of By-Laws or as may be prescribed by the Board of Directors.
Section 5.07 Treasurer
The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. Shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. Shall immediately deposit all funds of the Corporation corning into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such a bank account in the name of the Corporation and shall perform such other duties as may be required by this Code of By-Laws or as may be prescribed by the Board of Directors. The Treasurer shall file, in a timely manner, all forms required by law.
Section 5.08 Removal
Any officer of the Corporation may be removed from office by the affirmative vote of two-thirds (2/3) of all the directors at any regular or special
meeting of the Board of Directors called for the purpose for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for the refusal to render reasonable assistance in carrying out its purposes. Any officer whose removal is proposed shall be entitled to at least ten (10) days notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. Any officer missing three (3) consecutive meetings shall be deemed to have submitted their resignation from that office and shall be replaced according to Section 4.09 of the Code of By-Laws.
Section 5.09 Resignations
Any officer or member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by the President, or Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective.
LOANS TO OFFICERS AND DIRECTORS
The Corporation shall not make any advancement for services to be performed in the future nor shall it make any loan of money or property to
any officer of the Corporation.
Section 7.01 Books and Records
Except as otherwise provide by the laws of the State of Indiana, by the Articles of Incorporation of the Corporation, or by this Code of By-Laws, the books and records of the Corporation may be kept at such place or places, within or without the State of Indiana, as the Board of Directors may from time to time by Resolution determine.
Section 7.02 Audits
At the close of each fiscal year there shall be an audit by persons not entitled to sign checks for the Corporation to be completed within Ninety
Section 8.01 Contracts
The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.
Section 8.02 Checks, etc.
All checks, drafts, notes, bonds, bills of exchange, and orders for payment of money shall be pre-approved by the Board of Directors at a called meeting, unless otherwise directed by the Board of Directors or required by law, be signed by anyone of the following officers: President, Secretary, or Treasurer. The Board of Directors may, however, designate officers or employees of the Corporation, execute drafts, checks and
orders for the payment of money in its behalf.
Section 8.03 Investments
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors; provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of Federal tax exemption to the Corporation under Section 503 or 504 of the Internal Revenue Code of 1954, or any success or provision or provisions thereof.
Section 8.04 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of each year .
Notwithstanding any other provisions of this Code of By-Laws, no member, director, officer, employee or agent of this Corporation shall take
any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by any organization described in Section 501 (c) (5) of the Internal Revenue Code of 1954,or any successor provision or provisions thereof.
Section 10.01 Procedure
The power to make, alter, amend or repeal the Code of By-Laws is vested in the general membership, which power shall be exercised by affirmative vote of two-thirds (2/3) majority of the members present at any meeting of the general membership; provided, however, that the proposed amendment is included in the notice of such meeting. If notice of a proposed amendment to the Code of By-Laws is included in the notice of any meeting of the general membership,it shall be in order to consider and adopt at that meeting any amendment to the Code of By-Laws dealing with the subject matter with which the proposed amendment is concerned.
Section 10.02 Proposed Amendments
A proposed amendment to the By-Laws may be introduced to the general membership, under New Business, at any called meeting. Upon a positive vote of the members present, a By-Laws Committee shall be formed consisting of an equal number of members and Board of Directors along with the person proposing the amendment. The result of that committee shall be handled in accordance with Section 10:01.