All American Miniature Horse Club

BY-LAWS OF THE

ALL AMERICAN MINIATURE HORSE CLUB

ARTICLE 1

Identification:

The name of the Corporation shall be the All American Miniature Horse Club.

ARTICLE 2

Objectives:

1. To represent and promote the best interest of the American Miniature Horse.
2. To maintain a club open to new ideas and to encourage cooperation between registries and other miniature horse oriented organizations.
3. To develop communication and friendship among members of our organization and other breed organizations and equine groups.
4. To provide an opportunity for our members to socialize, learn and share experiences with other miniature horse owners.
5. To promote the American Miniature Horse through education, charity and volunteerism.
6. To preserve the breed’s heritage and integrity through proper record keeping and breeding practice.
7. To educate our youth in all aspects of the miniature horse.

ARTICLE 3

Membership:

Section 1

Memberships of this corporation shall consist of those persons interested in the purposes of the corporation.

1. A family membership entitles two votes-minimum age is eighteen (18) as of January 1^st of the current year.
2. A single membership entitles one vote-minimum age is eighteen (18) as of January 1^st of the current year, single being defined as one person.
3. Associate members have no voting rights. Associate members being defined as persons who do not own a miniature horse.

Section 2.

The Qualifications to vote and/or hold an office of the corporation.

a.   A person who is an active member, member in good standing may hold an office and vote.

2. An active member is defined as any member in good standing who has attended and willingly donated their time and resources to at least two (2) club sponsored events/meetings during the previous year.
3. A member in good standing is a member that has paid their dues for the current year.

Section 3.

Memberships shall be personal and no member may transfer his/her membership or any rights thereof. Membership shall terminate upon written resignation, or death of a member, or failure to comply with the rules, regulations, the articles of incorporation, and of these by-laws. Expulsion proceedings of any member may be introduced at any regular or special meeting of the membership, and voted upon. Appeal from such expulsion may be made to the Board of Directors, or finally to a court of law, whose ruling shall be final, such suit to be filed in the county of the registered office of the corporation or its registered agent.

Section 4.

No member shall have any right of interest in any assets or property of the corporation. No member of the corporation shall be personally liable for the debts, liabilities or obligations of the corporation.

ARTICLE 4.

Voting:

Section 1.

All manner of voting will be consistent with Roberts Rules of Order.

1. Voting by Proxy will be prohibited.

ARTICLE 5.

Meetings:

Section 1.

The regular quarterly meeting of the members shall be held at such time and place and may be fixed by resolution of the members for the purpose of transacting such business as may come before the meeting.

1. Notice of the quarterly meeting along with the proposed agenda shall be given by mail to all members in good standing at least fourteen (14) days prior to the date of the meeting.
2. Notice shall be deemed to be delivered when the secretary has deposited said notice in the United States Mail, postage paid, addressed to the members last known address currently on file with the secretary of the corporation, or via e-mail address as provided by the member.

Section 2.

Special meetings of the members may be held at such time and place as may be designated in notice whenever called in writing or e-mail by the direction of the President or by a majority of the Board of Directors, or by request delivered to the Secretary. Notice of such meeting indicating briefly the subject or object thereof shall be given in the same manner as provided with respect to the quarterly meetings. No business shall be transacted at a special meeting except as stated in the notice given to the members.

Section 3.

A quorum shall consist of a majority of 20% of voting members present at any meeting.

Section 4.

Roberts Rules of Order shall govern all transactions of the members present at any meeting of the membership, insofar as such rules are not inconsistent with the Articles of Incorporation, these By-Laws or the laws of the State of Iowa.

Section 5.

Any officer of the corporation may call a meeting to order and may act as chairman of said meeting, precedence being given as follows: President, Vice President, Secretary, or Treasurer. In the event all officers are absent, the members present may elect a chairman from their number. The Secretary shall serve as secretary of all meetings, but in her/his absence the Board of Directors may appoint a person to act in her/his capacity as Secretary of the meeting.

ARTICLE 6.

Directors:

Section 1.

The affairs of the corporation shall be conducted and managed by a Board of Directors. Which shall exercise all powers of the corporation and so all such lawful acts and things as are provided by statute, the Article of Incorporation, or these By-Laws. The Board shall consist of Seven (7) members. Three (3) Directors and Four (4) Officers at large.

Section 2.

A member must have attended two meetings in the previous 12 months to be eligible to serve on the Board of Directors, he/she must be a member in good standing as defined in Article 3, section 2b. The officers shall hold office from the date of their election for two years, or until their respective successors are duly elected and qualified. The officers shall be nominated and elected by the membership at large. The majority of votes cast shall be necessary for an election.

Section 3.

It is strongly suggested that a family members decline an officer/director position if another family member has been elected and holds an office in the corporation. This is intended to encourage diversity and avoid the appearance of nepotism.

Section 4.

A majority of the directors present shall constitute a quorum for conducting business, unless a greater number be required by law, by the Articles of Incorporation, or these By-Laws.

Section 5.

If a vacancy occurs for any reason on the Board of Directors, that position may be filled by a majority vote of the remaining Directors, whether or not such remaining Board of Directors constitute a quorum.

Section 6.

 The quarterly meeting of the Board of Directors shall be held in conjunction with the members meeting. No notice shall be required of this meeting of the Board.

Section 7.

Special meetings of the Board of Directors shall be held whenever called by the direction of the President or by a majority vote of the Directors at large. The Secretary shall give notice of each special meeting by mailing or telephoning the same to each Director in advance of the meeting. Unless otherwise indicated any and all business may be conducted at a special meeting. Any decision or act done or made by vote of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.

Section 8.

The Directors shall not personally be liable for the debts or liabilities of the corporation.

Section 9.

The corporation shall indemnify any Director or Officer of the corporation against expenses actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he/she is made party by reason of being or having been such director or officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of any duty of the corporation.

Section 10.

The Board of Directors shall have the power and authority to make, repeal, amend and enforce such rules and regulations, not contrary to the Laws of the State of Iowa, or to the Articles of Incorporation, or these By-Laws, as they deem expedient concerning the conduct, management, and activities of the corporation, the admission, classification, qualification, suspension, and expulsion of members, the rules and regulations governing the procedures of such suspensions, expulsions and removals. The fixing and collecting of dues and fees, the expenditure of money, the auditing of books and records, the conducting of social functions, and other details relating to the general purposes of the corporation. All however subject to revision or specified amendments of any rules or regulations shall have been mailed to all members at least fourteen (14) days in advance of the meeting.

Section 11.

The Board of Directors, from time to time, may create and empower other committees, general or special.

ARTICLE 7

Officers:

Section 1.

The officers of the corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. The membership may also elect such additional officers, as it may deem necessary to conduct the affairs of the corporation.

Section 2.

In 2006 the President and Treasurer will be elected for a one (1) year term while the Vice President and the Secretary will be elected for a two (2) year term. This is to begin the alternating series, or until their respective successors are duly elected and qualified. The officers shall be nominated and elected by the membership at large. The majority of the votes cast shall be necessary for an election. In case a vacancy occurs in office of the corporation, the vacancy shall be filled by a majority vote of the Board of Directors.

Section 3.

Any officer may be removed with just cause, by a majority vote of the members present at any regular or special meeting. Such officer shall be removed should he/she cease to be qualified for the office as herein required. Any officer may resign at any time by giving written notice to the Board of Directors, to the Secretary, or to the President of the corporation. Any such resignation shall take effect on the date of such notice specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 4.

Any vacancy caused by the death, resignation, removal, disqualification, or other of an officer shall be filled by the Board of Directors, for the un-expired portion of the term.

Section5.

An officer shall have such duties as are assigned to him/her from time to time by the Board of Directors. The President shall preside at the meetings of the Board of Directors and the general membership and shall prepare the agenda for all meetings. The Vice President shall perform the duties of the President in the event of his/her absence or inability or refusal to act and shall assist the President in the performance of his/her duties and shall assist in the general administration of the corporation. The Vice President shall perform such duties as may be assigned him/her by the President or the Board of Directors. The Secretary shall handle all correspondence of the Board of Directors and the membership, and shall record and maintain the minutes of all meetings of the Board of Directors, and the membership, either regular or special. And will be responsible for giving notice of said meetings as required by these By-Laws. The Treasurer shall be responsible to see the books of the corporation are kept in an orderly manner, shall deposit monies collected by the corporation promptly and shall pay all bills as authorized by the Board of Directors or the membership. An annual audit may be conducted by any two officers of the corporation, including the treasurer, or by a private agency hired for that purpose. A balance sheet of all business will be presented at the November meeting and will be included in the corporate newsletter.

ARTICLE 8

Waiver of Notice:

Section 1.

Whenever a notice is required to be given to any Director of the Corporation under the provisions of the Iowa Non-Profit Corporation Act, or under the provisions of the Articles of Incorporation or these By-Laws, 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 equivalent to giving such notice.

Section 2.

A Director of the Corporation who is present at a meeting of its Board of Directors at which an action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her descent is recorded into the minutes of the meeting, unless he/she files a written descent to such action with the Secretary of said meeting, before the adjournment thereof. Or he/she shall forward such descent by certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to descent shall not apply to a Director who voted in favor of such action.

ARTICLE 9.

Fiscal year:

Section 1.

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE 10.

Corporate Seal:

Section1.

This Corporation shall not have a corporate seal.

Section 2.

The Corporation may use a Logo for advertisement purposes, as long as said logo does not violate any trademark/copyright agreements.

ARTICLE 11.

By-Laws:

Section 1.

These By-Laws shall become effective immediately upon their adoption. Amendments to these By-Laws shall become effective immediately upon their adoption unless the Board of Directors or the membership of the corporation that is adopting them states that they are to become effective at a later date. No amendment(s) may be made to be retroactive.

Section 2.

Except as otherwise provided by the Laws of the State of Iowa, these By-Laws may be altered, amended or repealed, or new By-Laws may be adopted at any regular or special meeting of the membership called for that purpose, Provided that a written notice of the proposed amendment has been given in the same manner as notice of an annual or special meeting. Such notice shall contain the exact wording of such amendment(s) to be changed, and the exact wording of the new amendment(s).

Section 3.

Any amendment to the By-Laws of the All American Miniature Horse Club shall require an affirmative vote of two-thirds (2/3) of the membership at large.

ARTICLE 12

Dissolution:

Section 1.

If this club becomes inactive and the decision is made by the current membership to dissolve the corporation, such notice will be given to the Secretary of State of the State of Iowa. The Board of Directors will put to a vote of the membership how to disperse the assets of the Corporation, all assets are to be given to a charity of sorts. Any such action will require a majority vote of the membership.

CERTIFICATE OF SECRETARY

I, the undersigned do certify:

1. That I am the duly elected and acting secretary of the All American Miniature Horse Club, An Iowa Non-Profit Corporation.

2. That the foregoing By-Laws, consisting of eight (8) pages, including this page, constitutes the original By-Laws of said corporation as duly adopted at the meeting of the founding Board of Directors and Officers duly held on the 2^nd  day of April, 2006. And ratified by the membership on this 2^nd day of April, 2006.

Signed:  Susan L. Johnson (electronic signature)

Secretary, All American Miniature Horse Club

[Home] [AAMHC Apparel] [Related Links] [Join the Club] [Current Members] [Newsletter] [By-Laws] [Articles Of Incorporation] [Meetings] [Shows] [Contact]

Send mail to jnjstohly@hotmail.com with questions or comments about this web site.
Last modified: Monday August 25, 2008 09:25:43 PM