Section 1.
This Corporation shall be known as the NATIONAL WALKING
HORSE ASSOCIATION (NWHA) and shall at all times be operated
and conducted as a non-profit corporation in accordance with
the laws of the State of North Carolina, providing for such
organizations and by which it shall acquire all such rights
as granted to corporations of this kind.
Section 2.
The National Walking Horse Association is organized:
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To promote
the general welfare of the Tennessee Walking Horse.
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To serve as
an advocate for the Walking Horse against abusive and
inhumane treatment.
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To provide
an equitable affiliation program for Walking Horses to be
exhibited, judged, and showcased in full compliance with
the Horse Protection Act.
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To increase
public awareness of the natural abilities of the Walking
Horse.
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To generate
growth of the National Walking Horse Association via the
marketing, promotion, advertising, and publicity of the
natural Walking Horse.
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To increase
the proficiency of the National Walking Horse Association
members in all matters of horsemanship.
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To serve as
a communication hub for the Walking Horse Industry and
other equine interest groups.
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To carry out
the purposes as set forth in the corporation's Restated
Articles of Incorporation.
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To engage in
any and all other lawful business allowed accomplishing
the above purposes.
Section 3.
Place of Business: The principal place of business shall be
Lexington, Fayette County, Kentucky, but its Members or
Officers may be residents of any state, territory or country
and business may be carried on at any place convenient to
such Members or officials, as may be participating.
Section 4. Corporate Seal: The seal of the NWHA shall
be in the charge of the Secretary or as the President may
direct.
ARTICLE II
MEMBERS
Section I.
Members of the NWHA shall be admitted, retained and expelled
in accordance with such rules and regulations as may, from
time to time, be adopted by the Members and enacted by the
Board of Directors. In all matters governed by the vote of
the Members, each Member in good standing shall be entitled
to one vote.
Section 2.
The regular annual meeting of the Members shall be held at
such time and place as may be set by the Board of Directors.
The purpose of the annual meeting of Members is to elect
Officers and Directors and transact such other matters as
may properly come before the Members. The annual meeting of
the Members of the Corporation shall be held at the time and
place designated by the Board of Directors of the
Corporation. The failure to hold an annual meeting timely
shall in no way affect the terms of Officers or Directors of
the Corporation or the validity of actions of the
Corporation.
Section 3.
Special meetings of Members may be held at such time and
place as may be designated in the notice, whenever called in
writing by direction of the President or by a majority of
the Board of Directors, or by notice signed by not less than
twenty-five percent (25%) of the Members then in good
standing. The costs of providing notice for meetings called
for other than by the President or the Board of Directors
shall be borne by the Member requesting the meeting.
Section 4.
Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be
delivered personally, by United States mail, by electronic
mail, by facsimile or as part of a newsletter, magazine, or
other publication regularly sent to members if conspicuously
identified as a notice not less than thirty (30) days nor
more than sixty (60) days before the date of the meeting.
Notice shall be given by or at the direction of the
President or the Secretary or the person or persons calling
the meeting to each Member of record entitled to vote at the
meeting. If mailed, such notice shall be deemed to have been
delivered when deposited in the United States Mail addressed
to the Member at his address as it appears on the records of
the Corporation with postage thereon prepaid.
Section 5.
At any meeting of the Members held in accordance with the
foregoing provisions as to notice, the Members attending
such meeting, shall constitute a quorum for all purposes
unless the representation of a larger number should be
required by law. A Member may exercise voting privileges by
mail-in ballot if and when provided by the NWHA or by being
physically present at a meeting, which privilege cannot be
delegated by proxy. Whether to provide for ballot by mail
voting shall be at the sole discretion of the Board of
Directors except that ballot by mail votes shall be required
for the annual election of Officers, Board of Directors and
Bylaws changes.
Section 6.
Any Officer of the NWHA may call the meeting to order and
may act as chairman of such meeting, precedence being given
as follows: President, Vice President, Secretary and
Treasurer. In the absence of all such Officers, Members
present may elect a chairman.
Section 7.
The Secretary of the Corporation shall act as secretary
of all meetings of the Members, but in the Secretary's
absence, the chairman of such meeting may appoint any person
to act as secretary of the meeting.
Section 8.
Whenever in these Bylaws the term Member or Members
shall be used, unless otherwise specified, it shall mean a
Member or Members having the right to vote.
Section 1. The business
and property of the NWHA shall be managed and controlled by
the Board of Directors and an Executive Committee
hereinafter created and empowered.
The method to be used for election of
elected Directors shall be as follows, beginning in the year
2000:
The Board of Directors shall be composed
of thirteen (13) Members. The Board shall be composed of a
President, Vice President, Secretary, Treasurer, immediate
past president and eight (8) other Directors. Of the eight
(8) Director positions, two (2) shall come from the
Northeastern Region, two (2) from the Southeastern Region,
two (2) from the Central Region, and two (2) from the
Western Region.
The Board of Directors shall, prior to
August 1 of each year, appoint a Nominating Committee
consisting of five members. Not more than one member shall
come from any one state and not more than three from any one
region. One of the five members shall be appointed by the
Board of Directors as chairman and shall have the same
committee voting privileges as the other four members. Said
committee shall, prior to Oct. 1 of each year, cause to be
presented to the membership by mail a slate of nominations
for consideration to election by the Members for the offices
of President, Vice President, Secretary, Treasurer and for
each Director position currently open.
Directors shall be elected at each annual
meeting. The terms of the Directors shall be staggered three
year terms. Despite the expiration of a Director's term,
such Director shall continue to serve until a successor is
elected and qualified.
No
person shall be eligible to serve as Director for more than
two consecutive three year terms, however a Director may
serve more than two nonconsecutive three year terms.
A Director shall be appointed by the
President to each Standing Committee.
Regions are defined as:
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Northeastern Region:
States and U.S. Territories
including and east of Indiana and states north of and
including Kentucky and Virginia.
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Southeastern Region:
States and U.S. Territories
including and east of Tennessee and Mississippi and
states south of and including Tennessee and North
Carolina.
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Central Region:
States west of the
Mississippi river to the westernmost borders of North
and South Dakota, Nebraska, Kansas, Oklahoma, and Texas.
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Western Region:
States and U.S. Territories
including and west of Montana, Wyoming, Colorado and New
Mexico including Alaska.
Each Director elected to represent a
representative region shall be domiciled in the region which
he represents by actual residence therein, having the intent
to make it his permanent home.
Beginning in the year 2003, to be eligible
for election to and serve on the Board of Directors, an
individual shall be a Member in good standing of NWHA for
two (2) consecutive calendar years previous to nomination.
Any elected Director who is absent without
good cause for two (2) consecutive times from meetings of
the Board of Directors is automatically removed as a
Director without further action upon his second absence. The
President shall fill the vacancy with an individual who will
represent that region's interests. A Director so removed,
shall be ineligible for election as a Director for the year
immediately following his removal. Absences shall be
evidenced by roll call at meetings of the Board of
Directors. The Director who is absent with cause may
designate an alternate representative who is a Member in
good standing to attend the meeting and act in the
Director's stead upon the approval of the President.
The senior Director of each region
and At-Large shall submit an annual report at the annual
meeting on the status of animal welfare issues, horse shows,
and the Walking Horse industry in their respective region to
aid NWHA in addressing and implementing the needs of Members
and the mission of NWHA.
Section 2.
The immediate Past President of the NWHA shall be an ex
officio member of the Board of Directors with voting
privileges.
Section 3.
In case of any vacancy on the Board of Directors by death,
resignation, disqualification or other cause, the President,
with the advice and consent of the Executive Committee,
shall appoint a qualified successor to serve until the next
general election of Directors at an annual meeting of
Members.
Section 4.
The regular annual meeting of
the Board of Directors shall be held immediately following
the annual Member's meeting, and no notice shall be required
for any such regular meeting of the Board. The Board, by
rule, may provide for other regular meetings at stated times
and places, of which no notice shall be required.
Section 5.
Special meetings of the Board of Directors shall be held
whenever called by the President or by one-third (1/3) of
the Directors. The Secretary shall give notice of each
special meeting by mail, telephone, electronic mail or
facsimile to each Director at least thirty (30) days before
the meeting, but such notice may be waived by any Director.
Unless otherwise indicated in notice thereof, any and all
business may be transacted at a special meeting. Any meeting
at which every Director may be present, even though without
notice, any business may be transacted.
Section 6.
A majority of the number of Directors shall constitute a
quorum for the transaction of business, but if at any
meeting of the board there may be less than a quorum
present, a majority of those present may adjourn the meeting
from time to time until a quorum shall be present.
Section 7. At meetings of
the Board of Directors, business shall be transacted in such
order as the Board of Directors may determine.
Section 8.
The Board of Directors shall
have the power and authority to make, amend, repeal and
enforce such rules, regulations, policies and procedures not
contrary to law or the Certificate of Incorporation or these
Bylaws, as they may deem expedient concerning the conduct,
management and activities of the NWHA; the admission,
classification, qualification, suspension and expulsion of
Members; removal of Officers, the rules, regulations,
policies and procedures governing the procedure of such
suspension and expulsion and removal; the fixing and
collecting of dues and fees; expenditures of money; auditing
of books and records; awarding of championships; conducting
of shows, contests, exhibitions, sales and social functions;
and other details relating to the general purposes of the
NWHA, all, however, subject to revision or amendment by the
Members at any regular or special meeting of the Members,
provided written notice of intention of any rule or
regulation shall have been mailed to all Members at least
thirty (30) days in advance of the meeting.
Section 9.
The Board of Directors, from
time to time, may create and empower committees, general or
special.
Section 10. Any Director found by the U.S.
Department of Agriculture in violation (after the exhaustion
of all administrative remedies and all appeals) of the Horse
Protection Act for animal cruelty after January 01, 2000,
shall be replaced by the President
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1.
There is hereby created an Executive Committee consisting of
the President, Vice President, Secretary, Treasurer and the
immediate Past President each for a term of one (1) year or
until the election of officers at the annual meeting.
Section 2.
The President shall fill all vacancies on the Executive
Committee occurring between annual meetings of the NWHA.
Section 3.
The Executive Committee shall meet whenever and wherever
called by direction of the President or two (2) Members of
the Committee acting jointly, of which meeting the Secretary
shall give ten (10) days notice by letter, telephone,
electronic mail or facsimile, but such notice may be waived
by any Committee Member.
Section 4.
The Committee may act, without convening in meeting, by
written resolution signed by all Committee Members thereof
and duly entered in the NWHA records. At all meetings of the
Committee, three (3) Committee Members shall constitute a
quorum.
Section 5.
All powers of the Board of Directors, except the power to
change Bylaws are vested in the Executive Committee.
ARTICLE V
ELECTIVE OFFICERS AND DUTIES
Section 1.
The Officers of the NWHA shall be the President, Vice
President, Secretary, Treasurer and the immediate Past
President who shall be elected by the Membership. Such
Officers shall hold office for the period of one year and
until their successors are elected and qualified.
Section 2.
The President shall be the chief executive officer of
the NWHA and shall preside at all meetings of the Board of
Directors and of the Executive Committee. He shall see that
the Bylaws, rules, regulations, policies and procedures of
the NWHA are enforced. He shall perform all other duties as
are required by the Bylaws or Executive Committee and all
other duties that may be prescribed from time to time by the
Board of Directors. The President shall appoint all
committees except the Executive Committee.
Section 3.
In the absence of the President, the Vice President, and in
his/her absence, the Secretary, shall have the powers and
perform the duties of the President and such other duties as
may be prescribed by the Board of Directors.
Section 4.
The Vice President shall assist the President in executing
the affairs of the NWHA. In the event the President is
incapacitated, absent, or otherwise unable to act, the Vice
President shall serve as President for the period of such
incapacity or absence.
Section 5.
The Secretary shall keep the written records of the
meetings of the Board of Directors, the Executive Committee,
the annual meetings and any special meetings that may from
time to time be called. The Secretary shall work with the
administrative office to perform duties that are customary
to the office and determine that the membership records are
properly kept. The Secretary shall have the responsibility
to maintain and authenticate the records of the NWHA.
Section 6.
The Treasurer shall be the person responsible for the
financial duties of the association. The Treasurer shall
oversee that accurate records of financial transactions are
maintained and submit regular financial reports to the Board
of Directors. The Treasurer shall present the Annual
Financial Report to the membership at the annual NWHA
meeting.
Section 7.
Deleted (Adopted by NWHA Board on June 17, 2003)
ARTICLE VI
ADMINISTRATION OF NWHA
Section 1.
Administrative position(s) for the purpose of maintaining
business and operations shall be identified, appointed and
filled by the Executive Committee as required. These
appointive positions shall serve at the pleasure of the
Executive Committee. The Executive Committee shall determine
the provisions of appointment, such as, but not limited to,
salary and benefits, at its discretion. The position(s) may
be held by multiple persons or by one person. Job
Descriptions including duties and responsibilities for the
position(s) shall be the responsibility of the Executive
Committee.
Section 2.
Fiscal Year; Auditing of Accounts: the NWHA shall conduct
its affairs on the fiscal year as set by the Board of
Directors. An audit of the accounts at the end of the fiscal
year shall be made by a disinterested third person party who
is not a member of NWHA. An audited financial statement
shall be prepared and presented to the membership at the
annual meeting by the Treasurer.
ARTICLE VII
AMENDMENTS
Section 1.
The Board of Directors shall have the power to make, amend
and repeal the Bylaws of NWHA by a vote of two-thirds (2/3)
majority of the Directors at any regular or special meeting
subject to the right of the Members to rescind or amend any
such Bylaw in the manner as provided in Article III, Section
8, for the revision of rules and regulations.
Section 2.
The NWHA membership shall have the power to make, amend and
repeal the Bylaws of the NWHA by a vote of two-thirds (2/3)
majority of the membership at the annual meeting.
Section 3.
To be eligible for consideration by the Board of Directors,
a proposed amendment to the NWHA Bylaws shall be filed in
writing in the office of the Executive Committee at least
sixty (60) days prior to the meeting of the Board of
Directors at which time the proposed amendment is to be
considered. The proposed draft shall be promptly sent by the
Secretary to each individual eligible to vote at a meeting
of the Board of Directors. The time requirement for filing
contained in this paragraph may be suspended by the Board of
Directors at any regular or special meeting upon two-thirds
(2/3) majority vote of eligible voters present, provided a
quorum is present.
