The general office for the transaction of the business of the corporation shall be in Tucson, Arizona. The corporation may also have offices at such other places within or without the State of Arizona as the Board of Directors may, from time to time, appoint, or, the business of the corporation may require.
The corporate seal shall be inscribed thereon the name of the corporation and the words, “Incorporated, Arizona, 1974”. The seal may be used by causing it or a facsimile thereof to be impressed or reproduced on any instrument requiring a seal.
The Board of Directors shall consist of no fewer than twelve (12) members. This number may be increased as deemed appropriate by the Board of Directors.
The Board of Directors may exercise all powers of the corporation and do all lawful acts and things as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the membership.
The directors may hold their meetings and keep the books of the corporation at the office of the corporation, or a such other places as they may from time to time determine.
The directors shall be elected by the general membership at the annual meetings by written ballot, and shall serve a three-year term. Approximately one-third of the Board of Directors will be re-elected each year. Vacancies will be filed by the general membership by written ballot.
Between annual general membership meetings, the directors may choose to allow a vacancy to remain unfilled, save and the except that vacancy shall not be permitted to remain unfilled if the result would be to reduce the number of directors to one.
A director who is absent from three (3) consecutive meetings without sufficient justification as determined by the Board of Directors, his or her resignation shall be deemed to have been tendered. If a director is absent from fifty (50) percent of the Board meetings held during a calendar year, reasons not withstanding, his or her resignation shall be deemed to have been tendered.
BOARD OF DIRECTORS MEETINGS
A regular annual meeting of the Board of Directors shall be held without notice immediately following the annual general membership meeting.
Special meetings of the Board of Directors may be held at any time or at any place upon two days oral or written notice by the President, the Secretary or two members of the Board of Directors.
Meetings will be open to any member in good standing.
A quorum shall consist of fifty (50) percent of the number (not including vacant positions) of elected Directors and elected Officers.
The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The President shall have a vote only to break a tie. These officers, and all past presidents who are current members of the Association, shall automatically become members of the Board of Directors. Only members, who have paid there current dues and are in good standing, may have voting privileges.
The officers shall exercise such powers and perform such duties as are delegated to them in these Bylaws may be revoked, limited, or delegated to others by the Board of Directors.
The Board of Directors may, from time to time, appoint such other officers and agents as it may deem appropriate, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
No person may hold more than one office.
The President, Secretary, and Treasurer shall be authorized to sign checks; but only one signature shall be required on checks.
All officers shall be elected annually by the general membership by written ballot. All officers shall hold office for one year or until their successors are elected and qualify in their stead.
The Board of Directors, if necessary may fill any vacancies, until the next general membership election.
The Board of Directors may remove any officer with cause at any time.
Unless specifically provided by resolution of the Board of Directors, no officer, by virtue of his/her election, shall be deemed to have a contract right to serve as such officer.
The president shall be the chief executive officer of the corporation; the President shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation; the President shall preside at all meetings of the corporation; the President shall have general and active management of the business of the corporation; the President shall see that all orders and resolutions of the Board are carried into effect, and shall have the general powers and duties of supervision and management usually vested in the office of the president of the corporation.
The President is elected for a two-year term. The President shall not serve more than two consecutive terms of office as president.
The Vice President shall, in the absence of disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all votes and minutes of all proceedings and a book to be kept for that purpose. The Secretary shall keep in safe custody the seal of the corporation, and affix the seal to any instrument requiring the same and attest the signature of the President. The Secretary shall give, or cause to be given, notice of all meetings of the members of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors.
The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to there credit of the corporation, and in such depositories as may be designated by the Board of Directors.
It is shall be the responsibility of the Treasurer to supply receipts for all moneys paid out. The Treasurer shall render to the President and Directors at the regular meetings of the Board or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation.
The treasurer will supply the necessary information to the selected accounting firm each fiscal year for the annual corporate audit.
The corporate audit shall, at the end of each fiscal year, include an annual financial report of all income and expenses, including any and all savings accounts, to the Board of Directors for its approval. Thereafter, this annual report shall be made available to the general membership.
In addition, the treasurer and the selected accounting firm shall file all the appropriate tax forms.
TRANSACTIONS WITH OFFICERS, DIRECTORS AND MEMBERS
The Association shall indemnify each of its officers, directors, and employees, whether or not then in office (and its executors, administrators and heirs) against all reasonable expenses actually and necessarily incurred by him or her, including but not limited to judgments, attorney’s fees and court costs in the connection with the defense of any litigation or administrative proceeding to which he or she may have been made a party because he or she is or was a director, officer, or employee of the Association, provided, however, he or she shall have no right to reimbursement in relation to matters which he or she has been adjudged liable to the Association. The private property of the members, directors, officers, employees and independent contractors shall be forever exempt from all Association debt and liabilities of any kind.
The Fiscal year of the corporation shall be April 1 through March 31.
Membership in SAQHA shall be limited to persons residing in Pima, Pinal, Santa Cruz, Cochise, Graham and Greenlee Counties, Arizona. The Board of Directors reserves the right to reject any person applying for membership.
The membership year shall by January 1 through December 1, with dues to be determined by the Board of Directors.
A late fee will be assessed on or after March 1, excluding new members. A person may not be considered in good standing with voting privileges unless current dues are paid.
A family membership entitles all family members (except children who have reached their 19th birthday) to compete for youth, amateur, and open year-end awards. Family membership has one combined vote.
Persons reaching their 19th birthdays must take out a membership separate from their family in order to compete for year-end awards.
Any placing in shows before paying dues in the association will not count toward year-end points.
Any member guilty of gross misconduct or who violates any of the provisions of the Articles of Incorporation, Bylaws, Rules and Regulations which may be established by the Board of Directors respecting the government of the corporation or the Rules and Regulations of the American Quarter Horse Association shall be liable to censor, suspension or expulsion. Charges against a member must be in writing and be delivered to the Secretary, who shall immediately furnish a copy to the President. The Board of Directors shall investigate the charges on their merits, and the Board shall take action in no less than ten (10) days nor more than sixty (60) days from the date of furnishing notice to the accused, in order that the accused and accuser shall have ample opportunity to be heard. At the discretion of the Board, this time period may be extended. The Board of
Directors shall report (1) that the charges are not sustained, or (2) that the charges are sustained and that the accused is to be (a) censored, (2) expelled. Any expelled member shall not be again admitted to the membership except upon the unanimous vote of the members of the Board of Directors present and voting.
In the event this association should dissolve, the treasury will be donated to a charitable organization, preferably a horse-oriented concern.
There shall be an Executive Committee comprised of the President, Vice-President, Secretary, Treasurer, a current Board member and the immediate Past President.
The committee will be at the call of the President or upon request of three (3) of its members, and shall have the power to act in the best interest of the Association in emergency situation whose disposition cannot wait until the next regular meeting of the Board of Directors.
Four (4) members shall constitute a quorum. The Executive Committee will not formulate policy. All action of the Executive Committee shall be submitted to the Board of Directors for ratification at its next meeting.
Majority of the Executive Committee must agree.
The President shall appoint such standing committees as may be deemed desirable
and define their duties. The President shall be an ex-officio member of all standing committees. The President shall delegate to such standing committees such functions, duties and responsibilities as he/ she may choose, and shall from time to time fix, appoint and remove the personnel of such committees. Standing committees, which may be designated, are Awards, Banquet, Bylaws, Clinics, Fall Circuit, Shamrock Show, Finance, Futurity, Membership, Racing, Schooling Shows, Special Events, Trail Rides, etc. Other committees may be formed as needed.
The President may at any time, designate such special committees as may be deemed advisable, may fix duties of such committees, and appoint and remove their personnel.
Minutes and Records of Committees
A record shall be kept of the proceedings and determinations of all standing committees and reports of all special committees. The Chairperson of each committee will be responsible to give the Board of Directors a brief timely report on or before the end of the fiscal year.
The Board of Directors may amend or revise these Bylaws by a majority vote at any regular or special meeting of said Board call for that purpose.