Eastern Pennsylvania Reining Horse Association By-laws
Document Date: July 22, 2013
ARTICLE 1. TITLE, OBJECTIVES, PURPOSE
Section 1. Title. This association shall be known as the Eastern Pennsylvania Reining Horse Association (EPRHA) and at all times shall be run as a non-profit organization in accordance with the laws of the commonwealth of Pennsylvania. All proceedings of the Association shall be in accord with the policies and activities of the National Reining Horse Association (NRHA).
Section 2. Objectives. The purpose and objectives of this Association shall be: to promote and encourage the showing of reining horses for the benefit and enjoyment of its members, and to develop and disseminate materials as necessary to provide contestants and spectators with a better understanding of the proper performance of the reining horse in the show arena.
Section 3. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of the remaining assets of the Association by donating such assets to the NRHA Sports Reining Foundation or other such charitable organization as the Board of Directors may decide.
ARTICLE II. OFFICERS.
Section 1. The Officers of the Association shall be a President, Vice President, Secretary, Treasurer, the Immediate Past President, Affiliate Liaison, and ten (10) elected members of the Board of Directors, all of whom shall be elected according to the by-laws.
ARTICLE III. ELECTION OF OFFICERS
Section 1. The Officers and Directors shall be elected at the annual meeting, which shall be held at the last show of the year. The candidate receiving the majority votes of the members present in good standing shall be elected to the office to which he/she was nominated. The election of Officers and Directors will be by written ballot. The President, Vice President, Secretary, Treasurer and Affiliate Liaison shall be elected for a one-year term. The Board of Directors shall be elected for a two-year term with half of the Board standing for election each year.
The Immediate Past President shall serve a one-year term as a member of the Board of Directors with full voting rights. Upon the expiration of that term, and if there is no immediate Past President to fill the vacated office, the Board of Directors may, at their discretion, and if deemed necessary by a majority vote of the Board of Directors, nominate for election a member to serve a one-year term as an additional member of the Board of Directors.
Section 2. An Officer or Director may succeed himself/herself for unlimited terms as long as they are re-nominated and re-elected at the annual meeting in accordance with the by-laws.
Section 3. Adult members in good standing with both the NRHA and EPRHA for the previous and current year are eligible for election to office. Nominations for offices open for election may be submitted by a majority vote of the Board of Directors and shall also be taken from the general membership by submission of said nomination(s) to the Board of Directors. Nominations for offices open for election shall be accepted from June 1st through the close of the September Show and must be submitted on the EPRHA Election Nomination Form. All nominations for office shall be published in the Association’s newsletter prior to the General Membership Meeting. Only members currently in good standing with EPRHA and the NRHA are eligible for nomination and placement on the ballot for voting at the annual meeting.
Section 4. Candidates for election to the offices of President, Vice President, Secretary, Treasurer and Affiliate Liaison shall be chosen from among the current Officers and Directors unless no such Officer or Director is willing to assume said responsibilities, in which case, candidates may be nominated from among the General Membership in accordance with these by-laws.
Section 5. Each member in good standing shall be entitled to one vote, including youth members.
ARTICLE IV. DUTIES OF OFFICERS
Section 1. In general, the Officers of the Association shall be charged with the daily operational responsibilities of the Association including but not limited to decisions necessary for continuity and those requiring immediate attention. No action shall be taken by an Officer of the Association without prior approval of a majority of the Board of Directors. No Officer shall enter into contracts whether written or verbal, incur debt, or make expenditures in excess of $500.00 without prior approval of the Board of Directors. Such authority may be general or confined to specific instances.
Section 2. An Officer of the Association shall stand in a fiduciary relation to the Association and shall perform his or her duties, including his or her duties as a member of any committee upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the Association, and with such care and diligence as a person of ordinary prudence would use under similar circumstances.
Section 3. Removal. Any Officer elected by the membership may be removed by a majority vote of the Board of Directors whenever in its judgment; the best interest of the Association would be served thereby. All Officers are expected to attend all scheduled meetings. Two (2) un-excused absences will be considered grounds for removal.
Section 4. THE PRESIDENT shall preside at all meetings of the association and Board of Directors. He/She will appoint all special and standing committees and conduct the business of the Association in accordance with the laws, rules and regulations. The President may negotiate contracts on behalf of the Association. He/She shall be an ex-officio member of all committees. He/She shall serve as Chairman of the Board of Directors and manage the affairs of the Association.
Section 5. THE VICE-PRESIDENT shall perform all duties of the President in his or her absence or disability, and shall assist the President as necessary.
Section 6. THE SECRETARY shall attest all membership certificates; preside at all meetings of the Association and the Board of Directors. It shall be his/her responsibility to maintain an updated mailing list and execute the duties of the Association’s newsletter. He/She may appoint or have someone assist in the responsibility of the newsletter. The Secretary shall keep record of the minutes of all meetings of the Association and the Board of Directors. He/She shall present minutes from each meeting for approval by the membership notify the members of all meetings, functions, shows, etc., and perform other duties from time to time as the Board of Directors may direct.
Section 7. THE TREASURER shall receive and safely keep monies and rights belonging to the Association. He/She shall render an accounting of the funds whenever required by the Board of Directors and at all meetings.
Section 8. THE AFFILIATE LIAISON shall be responsible for the dispersal of information from NRHA to the local affiliate members as well as being the direct contact with the NRHA Affiliate Committee. It shall also be his/her responsibility to ensure that the local affiliate has completed all requirements for Affiliate Compliance with NRHA as well as the Affiliate Incentive Level set by the local affiliate for that year. He/She shall assist the Board of Directors with all NRHA contacts as directed and shall make all reports of such to the President for dissemination to the Officers and Board of Directors.
Section 9. THE BOARD OF DIRECTORS shall have the general charge of the affairs and finances of the Association. They shall report at all meetings and shall have the sole authority to authorize the entering into contracts, incurring of debt, and making of expenditures on behalf of the Association. They shall serve as Chairperson for established committees and shall assume such duties as the President shall direct. The Board of Directors shall be empowered to fill vacancies occurring in said Board. Any vacancies occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. Each person so elected shall serve on the Board of Directors until their successor takes office, or they are duly elected by the membership at the next annual meeting or at any special meeting called for that purpose and held prior thereto. The Board of Directors shall hold regular meetings with a minimum of once bi-monthly. The time and place shall be determined by the officers of the Association. A quorum (being one (1) Officer and fifty percent (50%) plus one (1) member of the Board of Directors shall be required to be present at all meetings before any business of the Association may be conducted. Special meetings of the Board may be called by or at the request of the President.
Section 10. In addition to the powers and authorities these by-laws expressly confer upon them, the Board of Directors may exercise all such powers of the Association and do all such lawful acts that are not prohibited by statute or these by-laws.
ARTICLE V. MEETINGS
Section 1. The annual meeting of the Association shall be at the last show of that calendar year, at the time and place designated by the Board of Directors. This meeting shall be set as part of the Show Schedule for Sunday of that show. Notice of the General Membership Meeting shall be given to general membership at least thirty (30) days prior to the meeting. At this meeting, the election of new officers will take place, and closing business for the year conducted. Newly elected Officers will take office on January 1st of the new calendar year. Also, there will be an annual awards banquet held at a time and place set by the Board of Directors after the General Membership Meeting and prior to the conclusion of the first show.
Section 2. Special meetings of the general membership may be called by the Board of Directors to be held at a time and place designated by the Board. Notice of said special meeting shall be given no less than thirty (30) days prior to the meeting and shall be given by publication in the Association’s Newsletter or by special mailing to all members.
Section 3. At any meeting of the General Membership, whether it be an annual meeting or a special meeting, the members present shall constitute a quorum regardless of the actual number of active members.
Section 4. Order of Business. The order of business for all meetings shall be as follows: • Call to Order
• Reading and Approval of the Minutes
• Treasurer’s Report
• Report of Committees • Old Business
• New Business
ARTICLE VI. MEMBERSHIP
Section 1. Any individual of good character and reputation, currently in good standing with the NRHA, and interested in Reining Horses may become a member of this Association.
Section 2. Each member of the Association shall pay annual membership dues to EPRHA. The classifications of membership are Adult, Youth (18 years and under as of January 1st), and Associate (a non-riding member). Membership dues shall be set by the Board of Directors in the best interest of the Association. Said dues are due and payable at the commencement of each fiscal year. The fiscal year of this Association shall be the calendar year, January 1 through December 31.
Section 3. Any member expelled, suspended, or reprimanded by the National Reining Horse Association will automatically be equally sanctioned, expelled or suspended by this Association for an equal period of time as the NRHA shall determine and shall forfeit all rights under the by-laws of the Association.
Section 4. Anyone who becomes a member of the Association will be bound by the rules and regulations of this Association.
ARTICLE VII. ANNUAL STATEMENTS
Section 1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the Association for the preceding year. Such statements shall be prepared and presented in whatever manner the Board of Directors shall deem advisable.
Section 2. The Association shall annually conduct a review of all finances of the Association. The Treasurer shall make available all financial documents necessary to conduct said review. Said review need not be verified by a Certified Public Accountant unless deemed necessary or advisable by the Board of Directors.
ARTICLE VIII. INDEMNIFICATION
Section 1. The Association shall indemnify each of its Directors, Officers, and Employees whether or not then in service as such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she was a Director, Officer or Employee of the Association. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Association for negligence or misconduct in the performance of his or her duty as a Director, Officer or Employee by reason of willful misconduct, bad faith, gross negligence, or reckless disregard of the duties of his or her employment. The right of indemnity for expenses shall also apply to expense of suits, which are compromised or settled if the court having jurisdiction of this matter shall approve such settlement. The foregoing right of indemnification shall be in addition to and not exclusive of, all other rights which such Director, Officer, or Employee may be entitled.
ARTICLE X. CONTRACTS, LOANS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any Officer(s), agents, or their designees, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidence 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 specific instances.
Section 3. Deposits. All funds of the Association otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Accounts. Upon the completion of the General Membership Meeting and election of Officers, all accounts of the Association and instruments thereof shall be relinquished and transferred to the newly-elected President and/or Treasurer, if any.
ARTICLE XI. AMENDMENTS
Section 1. These by-laws may be amended at the annual meeting or at any other general membership meeting of the Association by a majority vote of the members present. There will be thirty (30) days advance notification given to the general membership of any proposed amendments. Financial information is available to the membership by request to the President of this association.