EASTERN KANSAS ARABIAN HORSE ASSOCIATION
BY-LAWS
ARTICLE I - PURPOSE
The purpose of the corporation shall be to foster and encourage the improvement and use of the Arabian Horse; to conduct, provide for, and participate in horse shows, exhibitions, films, lectures, meetings and other means of promoting and explaining the use, training, and breeding of horses, with emphasis on the Arabian Horse, to engage in educational, promotional, recreational, charitable, benevolent and social activities in connection with and supplementing these said purposes. The foregoing purposes shall be construed as both object and powers and the foregoing enumeration of specific purposes shall not be held to limit or restrict in any manner the powers of this corporation. The aforesaid purposes and activities shall be on a non-profit basis.
ARTICLE II - OFFICES
Section A. The initial principal office of the Corporation in the State of Kansas shall be located in Johnson County, Kansas. The Corporation may have such other offices, either within or without the State of Kansas, as the Board of Directors, (hereinafter referred to as the BOD), may designate or as the business of the Corporation may require from time to time.
Section B. Principle Office. The principal office for the transaction of business of the Corporation shall be located in Johnson County, Kansas or as determined by the BOD.
Section C. Registered Office. The Corporation, by resolution of it's BOD, may change the location of it's registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution, the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State, and a certified copy thereof shall be recorded in the office of the Register of Deeds for the county in which the new registered office is located (and in the old county, if such registered office is moved from the county to another).
Section D. Other Offices. Branch or subordinate offices may at any time be established by the BOD at any place or places where the corporation is qualified to do business.
ARTICLE III - MEMBERS
Section A. Any person who is interested in assisting with the Stated Purpose of the Corporation, and is either an individual of at least eighteen years of age, or in the case of application for youth membership, a youth under the age of eighteen, will be considered for membership. Ownership of an Arabian Horse or other equine is not required. All members are entitled to vote at meetings of the membership, except youth members as outlined in Section B of this Article. Members shall also be entitled to participate in discussions and offer suggestions for conduct of the affairs of the Corporation. Interested persons shall make application for membership in the manner prescribed by the BOD, and must then be accepted by a majority vote of the BOD at any regular or special BOD meeting. Members will pay dues as described in Article III - Members, Section C.
Section B. Classes of Membership. There shall be four (4) classes of membership. Only those classes so specified shall be entitled to vote at any regular or special meeting of the membership.
Class 1. Individual Membership. Open to individuals 18 years of age or older. Payment of club dues, the amount of such to be established annually by the BOD, will entitle this member to one vote. This individual will also be a member of International Arabian Horse Association, (herein after referred to as AHA), through the Eastern Kansas Arabian Horse Association (may be hereinafter referred to as EKAHA). Dues will be the EKAHA dues, plus the AHA Affiliate dues, whatever they are at the time of application for membership.
Class 2. Affiliate Membership. Open to individuals 18 years of age or older. At time of application to EKAHA, this candidate must already be a member of AHA and must show proof of such membership that is either through another recognized AHA Member Association or through AHA directly. As in Class 1 above, payment of club dues will entitle this member to one vote. An affiliate member does not desire membership in AHA through EKAHA.
Class 3. Associate Membership. Open to persons 18 years of age or older who are not members of AHA and do not desire such membership. As in Class 1 above, payment of club dues will entitle this candidate to one vote.
Class 4. Youth Membership. Open to any youth who is under the age of 18 as of December 1 of the previous calendar year prior to application for membership. EKAHA youth dues shall be two dollars ($2.00). The classification of Youth Membership, as defined in the By-Laws, shall not be entitled to vote in any manner as part of the membership. A youth member who desires an AHA membership through EKAHA must pay the club dues plus the appropriate AHA dues at the time of application for membership.
Section C. Dues. Annual membership dues in the Corporation shall be established by the BOD. Dues shall be payable beginning October 1 and delinquent October 31. Dues payable will be determined by whether a candidate is or is not an AHA member.
Section D. Termination of Membership. Membership shall be terminated if the annual dues of said membership have not been paid by November 30. In the event of termination of membership for failure to pay dues, said membership may be reinstated upon the payment of dues as set out in Section C of this article. A member may be expelled for any cause contradictory to the Corporation purpose by a unanimous vote by the Board of Directors.
Section E. Resignation from Membership. A resignation from membership shall be presented to the BOD, but shall not relieve any member from any liability for any dues, assessments or other obligations to the Corporation which are unpaid at the time such resignation is filed, or which may arise prior to the acceptance of the resignation.
Section F. Transfer of Membership. Memberships in the Corporation shall be non-transferable. There shall be no transfer of alienation by inter vivos or testamentary device or otherwise.
ARTICLE IV - MEETINGS
Section A. Annual Meetings. The Annual meeting of the members shall be held in August of each year, beginning with the year 1989 for the purpose of electing officers, electing members of the BOD, electing delegates for the AHA Convention, and for the transaction of such other business as may come before the meeting. The newly elected officers, directors and delegates shall be installed and shall commence their term of office following the Annual meeting.
Section B. Notice of Annual Meetings. Written notice of each Annual meeting shall be given to each member entitled to vote by mail, addressed to such member at his address appearing on the books of the Corporation given by him to the Corporation for the purpose of notice. All such notices shall be sent to each member entitled thereto not less than ten (10) days nor more than fifty (50) days before each Annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, that may be expressly required by statute. If this Bylaw as to the time and place of election of directors is changed, such notice shall be given to the members at least twenty (20) days prior to such meeting.
Section C. Special Meetings. Special meetings of the members, for any purpose or purposes whatsoever, may be called at any time by the President, Vice-President or BOD, except in special cases where other express provision is made by statute. Notice of such special meetings shall be given in the manner as for the Annual meetings of members. Notices of any special meeting shall specify the place, day and hour of such meeting, and the general nature of the business to be transacted.
Section D. Place of Meeting. The place of the Annual, regular or special meeting of the Corporation may be designated by the President, Vice-President or the BOD.
Section E. Quorum. The voting members present at any regular or special meeting of the membership constitute a quorum.
Section F. Nominating Committee. The President shall appoint a Nominating Committee Chairperson, subject to approval of the BOD, on or before June 30th of each year. The candidate slate shall be published in the Annual Meeting Notice. At the Annual meeting, the Chairperson of the Nominating Committee shall submit the committee slate of candidates for those officers, directors and delegates to be elected. Nominations shall also be accepted from the floor. The Nominating Committee will continue to serve for one year, and may be called upon to submit nominees to fill any vacancies in an office.
Section G. Method of Voting. Every person entitled to vote shall have the right to do so either in person or by formal ballot at the meeting, or by absentee ballot. Absentee ballot must be signed by the voting member submitting the ballot, and must be received by the Secretary of the Corporation, either by mail or in person, at least twenty-four hours before the election meeting convenes. No absentee ballots will be accepted at the meeting.
ARTICLE V - OFFICERS
Section A. Number. The officers of the Corporation shall be President, Vice-President, Secretary, and Treasurer, each of whom shall be a qualified voting member of the Corporation and be at least 21 years of age.
Section B. Election and Term of Office. The officers of the Corporation shall be elected for a one year term by the members at their Annual meeting. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The initial officers of the Corporation shall be elected to a term of office which shall expire at the Annual meeting in 1980. No officer may serve more than three successive terms in the same office.
Section C. Removal. Any officer may be removed by an affirmative vote of a majority of the members present at any Annual or special meeting of the members, at which a quorum is present, providing however, that written notice of the purpose of said meeting shall be given at least ten (10) days nor more than twenty-five (25) days prior to said meeting, in the manner provided for in Section D, Article IV of these Bylaws.
Section D. Vacancy. A vacancy in any office may be filled for the unexpired portion of the term of said office, by members at any regular or special meeting of the members, by voting on a candidate submitted by the nominating committee. Nominations will also be accepted from the floor. A Past-President vacancy must be filled by a previous Past-President.
Section E. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the BOD, shall in general supervise all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members and of the BOD, and in general shall perform all the duties as may be prescribed by the BOD from time to time. The President shall vote to break a tie, and in other cases where his/her vote would change the result or outcome. The President shall be an ex-officio member of all committees.
Section F. 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 the restrictions upon the President. The Vice-President shall perform such other duties as from time to time shall be assigned to him by the President or Board of Directors.
Section G. Secretary. The Secretary shall:
1. Keep the minutes of the member's meetings and of the BOD meetings.
2. Be custodian of the Corporate records and of the Seal of the Corporation, and see that the Seal of the Corporation is affixed to all documents of which the execution on behalf of the Corporation, under its seal, is duly authorized.
3. See that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law.
4. Keep a register of the post office address of each member.
5. In general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or BOD.
Section H. Treasurer. The Treasurer shall be responsible for the following:
1. Have charge of and be responsible for the accounting of all Corporate funds, and submit a written monthly report of such accounting, etc. To the BOD.
2. Have available at each BOD and regular or special meeting, at which he or she is present, the Corporate checkbook, and upon five (5) days prior notification, provide any financial documentation as may be required by the BOD or general membership for verification.
3. Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such bank as shall be selected in accordance with the provisions of Article VIII, Section E of these bylaws.
4. Be charged with the proper and timely filing of all annual taxes and corporate reports.
5. In general, perform all the duties of the Secretary in the event of his death, absence, inability or refusal to act, and when so acting shall have all the powers of and be subject to all restrictions imposed upon the Secretary and assist him in his normal duties.
ARTICLE VI - DELEGATES
Section A. Selection and Eligibility. Only voting members who are also members of AHA through the EKAHA, and have been voting members of the EKAHA for at least one (1) calendar year, or served at least one (1) year on the BOD shall be eligible to serve as an AHA Convention Delegate.
Delegates to the AHA shall be nominated by the Nominating Committee and elected by the voting membership at the annual meeting. Term of office shall be two years. If the Corporation is eligible for more than one delegate, and if possible, said delegates' terms should be staggered so as to maximize efficiency and continuity. Delegates will act in a professional manner and in accordance with AHA By-Laws.
Within seven (7) days of election, the delegates will choose a captain who's responsibilities include, but are not limited to, the following: shall verify that all Delegates received their Convention packets, shall prepare a synopsis of the proposed Resolutions that will be presented to the general membership sometime prior to the Convention, shall assign the attendance to pertinent Committee meetings, and shall report back to the members of the Corporation after the conclusion of the Convention.
Section B. Alternate Delegates. An equal number of alternates shall be elected, e.g., if eligible for three Delegates at the time of election, three alternates must also be elected. Alternate priority shall be first, President, and second, Secretary. In the event an equal number of alternates cannot be obtained, then the BOD shall appoint alternates to fill the postions and establish the order of precedence.
Section C. General Duties of Delegates. All Delegates have the responsibility and duty to represent the Corporation at the AHA Convention and Regional meetings. If unable to attend, he/she must notify the Delegate Captain so that a replacement can be appointed and certified. Failure to carry out assigned duties could result in permanent replacement.
Attendance by all Delegates at all voting sessions of both AHA and Regional meetings is required. The Delegate Captain shall coordinate attendance at other sessions or committee meetings so as to provide comprehensive coverage of all activities and meetings. After each AHA Convention and any Regional meeting, each Delegate shall prepare a written report to be submitted first to the BOD through the Delegate Captain, and then to the general membership. Copies of same shall be retained by the Corporation Secretary as part of the official minutes of the meeting in which the report was given.
Section D. Resignation. A Delegate wishing to resign his/her office must do so in writing. The resignation must be submitted to the BOD through the President. Delegate vacancies shall be filled as outlined in Section B of this Article.
Section E. Voting. The EKAHA shall, if agreed, direct the vote of the delegates based on proposed resolution. Delegate voting at the AHA Convention will reflect the vote of the membership. If the EKAHA does not direct a vote preference, or if the resolution is modified at Convention, the Delegates will vote in accordance with the best interests of the Corporation. After the Convention, the Delegate Captain shall report to the Corporation as to how the delegates voted at the Convention.
Section F. Power. Delegates shall not commit corporate funds unless such action has been previously approved by the BOD or general membership.
ARTICLE VII - BOARD OF DIRECTORS
Section A. General Power. The general power of the Board is subject to the limitations contained within the following: The Articles of Incorporation, the Bylaws, and the Kansas Corporation Code. Subject to the foregoing, all corporate powers shall be exercised by or under authority of the BOD, and the conduct and affairs of the Corporation shall be controlled by the BOD.
Section B. Number, Tenure, and Qualifications. The number of members of the BOD shall be eleven (11). The BOD shall be composed of the officers of the Corporation that is, the President, Vice-President, Secretary and Treasurer, together with the immediate past President. There shall be six (6) other members of the BOD, who are not officers nor the immediate past President. Each of the six members shall serve a three year term, and shall hold office from the annual meeting of the Corporation until the third succeeding Annual meeting, or until his successor shall have been elected and qualified. The BOD shall be composed of members who are qualified to vote. The first year after adopting this amendment, six (6) Directors shall be elected. The two (2) Directors receiving the highest number of votes shall be considered elected for 3 year terms. The two (2) Directors receiving the next highest number of votes shall be considered elected for 2 year terms and the two (2) receiving the least number of votes shall be considered elected for 1 year terms.
Section C. Regular Meetings. A regular meeting of the BOD may be held without other notice than this Bylaw, immediately after, and at the same place as, the Annual meeting of members. The BOD may provide by resolution, the time and place for the holding of additional regular or special meetings, without other notice than such resolution.
Section D. Notice. Notice of any special meetings shall be given at least ten (10) days previous thereto by written notice delivered by mail to each member of the BOD at his address as shown on the Corporate records. Such notice shall be deemed to be delivered when deposited in the United States mail, so addressed with postage thereon prepaid. The transaction of any meeting of the BOD, however called and noticed or wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting each of the directors not present signs a written waiver of notice or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. Members of the BOD of the Corporation, or any committee designated by such Board, may participate in a meeting of the BOD by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.
Section E. Quorum. A majority of the number of members of the BOD at any regular or special meeting of the BOD, shall constitute a quorum for the transaction of business.
Section F. Manner of Acting. The act of the majority of the members of the BOD present at a meeting at which a quorum is present, shall be the act of the BOD. Board members must be present to exercise their vote.
Section G. Vacancies. Any vacancy occurring in the BOD other than the officers shall be filled by an alternate selected at the previous Annual election meeting, or in the absence thereof, by a vote of the general membership on a candidate submitted by the nominating committee. A member of the BOD elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A Past-President vacancy must be filled by a previous past-president.
Section H. Board Attendance. Any member of the BOD who misses four or more board meetings within an elected year shall be subject to removal at the Board's discretion and replaced according to Section G of this Article.
Section I. Non-Board Member Attendance. Any member may attend Board meetings but is ineligible to vote. Anyone wishing to address the Board must contact the President prior to the meeting. Section J. Audit. The BOD may cause at any time an audit to examine the books and records of the Corporation, and submit a report to the membership. The audit may be done by the BOD or by a person designated by the BOD. This person may or may not be a member of the Corporation (EKAHA)
ARTICLE VIII - CONTRACTS, EXPEDITURES, LOANS, CHECKS & DEPOSITS
Section A. Contracts. The BOD may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver an instrument in the name of the Corporation, and such authority may be general or confined to specific instance. Any such contract, however, which shall involve the expenditure by, or obligation of the Corporation in the amount of money exceeding One Thousand Dollars ($1000.00), shall be required to be authorized by a resolution of the members. Such authorization or series of transactions, and this authority of the membership may be delegated to the BOD.
Section B. Expenditures. Any expenditures of more than One Thousand Dollars ($1000.00), must be approved by a majority vote of the members at any regular or special meeting, however, excluded from this approval of the membership are expenditures involved with the EKAHA Futurity and High Point programs, the High Point Awards Banquet, the Class A Show, the Competitive Trail Ride and the Christmas Party. The budgets of these programs and events are to be considered under the guidance of the BOD.
Section C. Loans. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the BOD. Such authority may be general or confined to specific instances. Any such loan of evidence of indebtedness which shall exceed One Thousand Dollars ($1000.00), shall be required to be authorized by a resolution of the members. Such authorization may be specific or general. This requirement may be waived in any transaction or series of transactions, and this authority of the membership may be delegated to the BOD.
Section D. Checks. All checks, drafts, or other evidence of indebtedness issued in the name of the Corporation shall be signed by the President, Secretary, or Treasurer or by the committee chairperson of the Class A Show, Futurity and Trail Ride and from time to time, by the chairperson of other committees deemed necessary by the BOD.
Section E. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation, in such bank as the Secretary or the committee chairperson shall select. ARTICLE VIII - DISSOLUTION In the event of the dissolution of the Corporation, either voluntarily or otherwise, any assets remaining after the payment of debts and obligations, if any, shall be conveyed to the International Arabian Horse Association, a non-profit corporation, now at 10805 E. Bethany Drive, Aurora, Colorado, 80014, or its non-profit successor.
ARTICLE IX - COMMITTEES
Committees may be named or appointed from time to time by the membership, or by the President or BOD, for such a term and for such purposes as shall be determined at the time of the appointment. All committees shall consist of at least three members. All committees shall be under the guidance of the BOD. The committee chairman shall provide a list of all committee member names to the BOD, and be responsible for the reporting of all committee activity, which must include, but is not limited to, a financial report of all income, expenses, etc. throughout the existence of the committee.
ARTICLE X - PARLIAMENTARY AUTHORITY
All matters arising in the conduct of the meetings of the Corporation shall be governed by the provisions of these Bylaws, and all matter not provided for in these Bylaws shall be governed by the provisions of Robert's Rules of Order, as amended.
ARTICLE XI - SEAL
The BOD may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the words "Kansas" and "Corporate Seal".
ARTICLE XII - AMENDMENTS
These Bylaws or Articles of Incorporation may be altered, amended or repealed, and new Bylaws or Articles of Incorporation may be adopted by a vote of the majority of the members present at any annual or special meeting of the members, at which a quorum is present, providing that a copy of said proposed amendment shall have been mailed along with a notice of said meeting, at least thirty (30) days prior to the date of said meeting, to all members of the Corporation entitled to vote at that meeting. +
ARTICLE XIII - INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Section 1. Any person, by reason of the fact that he was or is a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation for expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any suit, action or proceeding, including attorneys' fees, if such person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, other than an action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action, suit or proceeding by or in the right of the corporation. However the corporation shall not indemnify such officer or director if such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Termination of any suit, action or proceedings by judgment, order, settlement or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that such officer or director did not act in good faith and in a manner he did not reasonably believe to be in or not opposed to the best interest of the corporation.
Section 2. Any person, by reason of the fact that he was or is a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation for expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by him in connection with any suit, action or proceeding, including attorneys' fees, if such person was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative, brought by or in the right of the corporation. However , the corporation shall not indemnify such officer or director if such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. If such person be adjudged liable for negligence or misconduct in the performance of his duty to the corporation, the corporation shall not indemnify such person unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, such person is reasonably entitled to indemnity for all or any portion thereof of such judgments, fines or expenses, including but not limited to attorneys' fees, which the court shall deem proper.
Section 3. The corporation shall indemnify any officer or director who is successful on the merits or otherwise in defense of any suit, action or proceedings referred to in Section 1 and Section 2 to the extent of all expenses actually and reasonably incurred by him in connection with such defense, including, but not limited to, attorneys' fees.
Section 4. The corporation shall not indemnify any director or officer for any fine, settlement, judgment or reasonable expenses or attorneys' fees, unless a determination is made that such director or officer has met the application standards of conduct set forth in this Article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings, or (2) is such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by a majority vote of the general membership.
Section 5. The corporation shall upon written request of the officer or director pay the expenses of defending any actual or threatened action, suit or proceedings in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the officer or director to repay such amount unless it shall be ultimately determined as provided in Section 4 that he is entitled to be indemnified by the corporation.
Section 6. The corporation shall have the power to purchase insurance on behalf of any officer of director of the corporation or any one serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprises against any liability asserted against or incurred by him in such capacity, whether or not the corporation would have the power to indemnify him against such liability under this Article. The right of indemnification under this Article shall not be exclusive, but shall be in addition to all other rights and remedies to which any director may be entitled as a matter of law.
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