ARIZONA MORGAN HORSE ASSOCIATION, INC.
By Laws
Adopted By the Board of Directors and Members
September 20, 2007
Arizona Morgan Horse Association, Inc.
Article 1
The name of the association is Arizona Morgan Horse Association.
Article 2
The object of the association is to preserve, promote and perpetuate the Morgan Horse as America’s first and most versatile breed,in cooperation with the American Morgan Horse Association, Inc.
Article 3
Membership
3.1Any person interested in furthering the object of the association may become a member by submitting an application to the treasurer and payment of the annual membership fees.
3.2Membership dues shall be as determined by the Board of Directors, and the board may establish various categories of membership with varying dues and privileges. In establishing any category of membership other regular individual adult, the board shall specify whether and to what extent, members of such category shall have voting rights.
3.3Conduct that the Board of Directors deems inconsistent with the best interests of the association shall constitute grounds for termination of membership by vote of the Board of Directors.
Article 4
Board of Directors and Officers
4.1There shall be a Board of Directors, no less than three or more than fifteen in number.
4.2Officers of the association shall be a President, Vice President, Secretary and Treasurer.
4.3At each annual membership meeting there shall be elected a Board of Directors and officers of the association. They are to hold office until the next annual meeting of members or until their successors are chosen. Such election shall be by ballot.
Article 5 Board of Directors
5.1The Board of Directors shall have the entire charge, control and management of the association, its property and business. They may exercise any or all of the above powers, and shall be answerable to the general membership.
5.2Without hereby limiting the generality of the foregoing, the Board of Directors shall have the following powers:
5.2.1They may appoint, and at their discretion, remove such subordinate officers as they deem advisable from time to time and determine their powers and duties.
5.2.2They may appoint to fill any vacancies in any of the offices of the association, including vacancies in their own Board. Such appointees are to hold office for the unexpired term, or until voted action by the members. The Board may, in the temporary absence or inability of any officer, appoint a suitable person temporarily to act as such with all the powers conferred upon such officer.
Article 6 Committees
6.1Prior to each annual meeting of members, the Board of Directors shall appoint a nominating committee to nominate directors and officers for election at such annual meeting. The names of persons so nominated shall be sent to all members with the notice of such meeting.
6.2The Board of Directors may determine the powers and duties of such other committees as the board may deem advisable from time to time and appoint or remove committees at their discretion.
Article 7 Power and Duties of Officers
7.1President: The president shall preside at all meetings of the members and Board of Directors; and shall have such other powers and perform such other duties as the board of Directors shall designate.
7.2Vice-President: The vice president shall, in the absence of disability of the president, perform the powers and duties of the president, and shall have such other powers and perform such other duties as the Boar of Directors designates.
7.3Secretary: The secretary shall record all votes and proceedings at the meetings of the members and the Board of Director and shall have such other powers and perform such other duties as the Board of Directors shall designate.
7.4Treasurer: Subject to the control of the Board of Directors, the Treasurer shall have charge of and keep all monies, books of account, membership lists, and papers of the association; shall collect all annual dues, and other monies due the association; shall make all necessary disbursements to meet the financial obligations of the association. The treasurer shall have authority to deposit funds of the association in such banks as he/she may choose and to signs checks on behalf of the association. The treasurer shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate.
Article 8 Meetings & Action of the Board of Directors
8.1Meetings of the Board of Directors may be called at any time by the president or by any two directors and all meetings of the Board of Directors shall be held at any such place as shall be designated in the call thereof. Notice of the meeting given by the president or secretary shall constitute a call thereof.
8.2One-third of the number of directors required to constitute a full board shall constitute a quorum, provided that any number of directors (whether one or more and whether or not constituting a quorum) present at any meeting shall have power to make any reasonable adjournment thereof.
8.3The Board of Directors may act by vote at a meeting, or by written approval of action signed by all members of the board and filed with the minutes of its meetings.
Article 9 Meetings of Members
9.1The annual meeting of the members of the association shall be held in the months of November or December every year at such time and place as may by fixed by the Board of Directors, or in default of such determination, by the president, and shall be for the purpose of the election of a Board of Directors and officers and receiving reports and for any other business that may arise.
9.2Meetings of members of the association may be called at any time by the president or by any two members of the Board of Directors. Notice of a meeting given by the president of secretary shall constitute a call thereof.
9.3At any meeting of members of the association, a quorum for the transaction of business shall consist of members present in person or by proxy entitled to cast a vote at the meeting.
9.4Members of the association may vote either in person or by proxy, and each regular individual adult member shall have one vote. The voting rights for family memberships, and other categories or membership in addition to regular individual adult membership, shall be as specified by the Board of Directors in connection with the establishment of such categories of membership.
9.5The members of the association may at any meeting choose a successor to any director or other officer who has vacated his office, and the person so chosen shall displace any successor who may have been chosen by the directors and shall hold office for the unexpired term of the director or other office who has vacated his office.
Article 10 Notices of Meetings
Notice of all meetings of the association and of all meetings of the Board of Directors shall be given in writing at least three weeks before the day of the meeting, and provided that any meetings of the Board of Directors shall be a legal meeting without notice if each director, by a writing filed with the record of the meeting, waives such notice. Except as otherwise required by these by-laws, notices of meetings of the members and of the Board of Directors need not specify the purposes thereof. The notice of each annual meeting of members shall be accompanied by a ballot of candidates from the nominating committee for election at such meeting.
Article 11 Amendments
These by-laws may be amended at any meeting of members of the association, by majority vote of the members present in person or by proxy and voting; provided that such amendment or the substance thereof, is stated in the notice of such meeting.
Article 12 Fiscal Year
The fiscal year of the association shall be twelve month period ending with the last day of December.