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 sixteen (16) Members. The
Board shall be composed of a President, Vice President,
Secretary, Treasurer and twelve (12) other Directors. Of the
sixteen (16) positions, at least three (3) shall come from
the Eastern Region, three (3) from the Central Region and
one (1) from the Western Region (changed by NWHA Board May
19, 2004).
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. (Adopted by NWHA Board on June 17, 2003)
Directors
shall be elected at each annual meeting. The terms of the
Directors shall be staggered three year terms. The terms for
the Directors elected in 2000 shall run as follows: one (1)
Director from each of the three (3) regions and one (1)
At-Large Director shall be elected for a one (1) year term;
one (1) Director form each of the three (3) regions and one
(1) At-Large Director shall be elected for a two (2) year
term; and one (1) Director and one (1) At-Large Director
shall be elected for a three (3) year term. Thereafter,
expiring Director terms shall be elected on a three year
term. 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. (Adopted by
NWHA Board on June 17, 2003)
A Director
shall be appointed by the President to each Standing
Committee.
Regions are
defined as:
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Eastern
Region: States and U.S. Territories east of the
Mississippi River.
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Central
Region: States west of the Mississippi river to the
westernmost borders of North Dakota, South Dakota,
Nebraska, Colorado and New Mexico.
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Western
Region: States and U.S. Territories including and west
of Montana, Wyoming, Utah and Arizona.
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.
