|ARTICLE I NAME and STATUS
Section 1. Pursuant to the Articles of Incorporation under the laws of the State of Washington, the name of this organization shall be;” Region 5, Arabian Horse Association” (Region 5).
Section 2. This corporation is “non-profit”, which does not contemplate pecuniary gain or profit to the members thereof, and is organized for non-profit purposes. No part of any net earning thereof shall inure to the benefit on any member or individual.
ARTICLE II PURPOSE
Aid, promote and foster the preservation and use of Arabian Horses and the Arabian breed and to engage in all activities and undertakings incidental to or designated to further or promote this objective.
Promote, encourage and stimulate popular interest in the outstanding qualities of the Arabian Horse, by managing exhibits, clinics, seminars and shows for the participation and education of those interested, and to provide funds for benevolent uses as well as for carrying out the purposes of this corporation.
Devote the collective interests of the Arabian Horse owners, breeders, and admirers in Region 5 of the Arabian Horse Association, toward the improvement of the breeding, training, using and showing of Arabian Horses.
Coordinate and assist with activities of the Arabian Horse Clubs that are affiliated with the Arabian Horse Association and situated in Region 5, as designated by the Arabian Horse Association.
Carry out the purposes of the Arabian Horse Association as Region 5, and to engage in any and all other activities not prohibited by law in furthering the foregoing purposes of this corporation.
The purposes for which Region 5 is organized shall be those stated in the Articles of Incorporation, and more specifically to:
ARTICLE III MEMBERSHIP
Section 1. Membership shall be open to all persons who are Adult or Life members of an Arabian Horse Club that is affiliated with the Arabian Horse Association (affiliated club) and is situated within Region 5, as designated by the Arabian Horse Association.
Section 2. Membership fees shall be initially set at $25 per year for each affiliated club, plus $5 per year for each voting delegate to the Arabian Horse Association Convention (Convention) in excess of two. The voting delegates to the Convention shall be determined as of July 1. Membership fees are payable by August 1 of each year.
Section 3. All members of an affiliated club within Region 5 that is in good standing as a member club with the Arabian Horse Association shall become members of this corporation when the club to which he or she belongs pays its fees to this corporation.
Section 4. Membership in Region 5 for all members of any affiliated club which fails to pay its membership fees will be automatically terminated upon failure to pay said dues within sixty days from the due date and the Directors selected by said club will thereby be removed from the Board of Directors.
Section 5. Only those members, of affiliated clubs, who are counted by the Arabian Horse Association for determining the number of delegates to the Convention, may serve as officers, or directors of this corporation.
ARTICLE IV BOARD of DIRECTORS
Section 1. The general business of the organization shall be managed by a Board of Directors.
Section 2. The Board of Directors shall have final authority to approve the annual operating budget, and shall have all power to take any action not inconsistent with law, the Articles of Incorporation, the Region's By-Laws and the Arabian Horse Association's policies, bylaws and any duly enacted resolution of the Convention.
Section 3. The Board of Directors may delegate to any committee or officer any portion of its power, subject to these By-Laws and to any limitation which the Board may see fit to impose.
Section 4. An Executive Committee, composed of the Officers (Chair, Vice Chair, Secretary, Treasurer, and the Immediate Past Chair) is empowered, between meetings of the Board of Directors, to handle all matters, subject to ratification by the Board.
Section 5. Meetings
An annual meeting of the Board of Directors shall be held during the month of September of each year. All affiliated clubs and Directors shall be given not less than ten (10) day's notice of the place and date of the annual meeting.
The Board of Directors shall meet at least three additional times a year with a January meeting being devoted to planning a program and budget for the ensuing year. The Board may amend said program and budget during the year.
Notice of Board meetings shall be mailed to each member at least ten (10) days, but not more than 90 days prior to such meetings, unless notice is waived by unanimous consent of the Board.
Special Meetings of the Board may be called at any time by the Chair, or Vice Chair or any four members of said Board; and said meeting may be held at any time without notice, by the unanimous consent of “ all” members of the Board or by the presence of “all” said members at such meeting.
All meetings shall be governed by Robert's Rules of Order (newly revised), where applicable, unless they prove inconsistent with these By-Laws or any special rules adopted by the Board.
The business of the Board may only be conducted when a quorum is present. A quorum consists of not less than 50% of the members of the Board and with representation from at least 50% of affiliated clubs present. Each member of the Board of Directors shall have one vote, with the proviso that the Chair shall not vote except in the case of a tie, and in that case shall cast the deciding vote. Voting by proxy shall not be permitted.
The Board of Directors may take action by mail (including e-mail), without a meeting provided that “each” Director is notified by mail at their last known address of the proposal to be acted upon and then that “all” members of the Board individually or collectively consent in writing to such action.
All notice provisions will be considered adhered to by the use of electronic mail as long as the Directors and affiliated clubs have provided electronic addresses.
ARTICLE V DIRECTORS
Section 1. Directors will be elected by the affiliated clubs from their Adult or Life members prior to the annual meeting of the Board of Directors. Each affiliated club shall be entitled to elect one Director for each of its allowed voting delegates to the Convention. The number of voting delegates to the Convention shall be determined as of July 1.
Section 2. Directors serve at the convenience of their clubs and will serve until their successors have been designated by a duly held club election. Any vacancy will be filled by the affiliated club who originally elected the outgoing Director.
Section 3. Each affiliated club may designate alternate Directors who may attend and vote at any Directors' meeting, in place of a regular Director selected by the said affiliated club, provided the alternate Director's name appears on the certified list of alternate Directors furnished by the affiliated club to the Region.
Section 4. Each affiliated club shall provide the Secretary of the Region 5, Arabian Horse Association, with the names and addresses of its Directors and Alternate Directors. Any changes in Directors or Alternate Directors shall be immediately transmitted to the Secretary of Region 5. The list must be signed by the affiliated club's President and Secretary.
ARTICLE VI OFFICERS
Section 1. The Officers of the Region 5, Arabian Horse Association shall be the Chair, Vice Chair, Secretary, and Treasurer. They will be elected from the Adult or Life members of affiliated clubs in Region 5. Their terms of office shall be two years, and they shall hold office until their successors are duly elected. The Officers shall not take office until the annual convention of the Arabian Horse Association for that year is concluded. In the situation where an Officer is unable to serve for a full term, the Board of Directors will elect a replacement to serve out the remaining term, at its earliest convenience.
Section 2. The Chair shall preside at all meetings of the Board of Directors, the Executive Committee, or of the membership. The Chair will act as chair of the Region's assembled delegates at Convention and as the Region's representative on the Board of Directors of the Arabian Horse Association, with the Vice Chair serving as alternate in both cases. The Chair shall sign all contracts and other instruments of the corporation as shall be authorized by the Board of Directors. The Chair, in concert with the Executive Committee, shall have general supervision of the affairs of the corporation and shall perform such other duties as are usually imposed upon such officers of corporations and such duties as may be assigned by the Board of Directors. The Chair is an ex-officio member of all committees.
Section 3. The Vice Chair shall perform the duties of the Chair in his or her absence and such duties as shall be imposed upon him or her by the Board of Directors. The Vice Chair is an ex-officio member of all committees.
Section 4. The Secretary shall see to it that notices of all meetings are issued as required by the By-Laws, shall keep accurate minutes of the meetings, shall have charge of the Corporation's books, records and seal; shall maintain a written record of all corporation properties; shall prepare and keep such forms as may be required for efficient administration; and shall sign with the Chair all instruments requiring his or her signature, and shall perform such duties as shall be required by the Board of Directors.
Section 5. The Treasurer shall keep the books of account, which shall be open at all times to any member; shall be authorized to countersign on all accounts and shall in general perform such duties as are usual and customary to the office of Treasurer; shall perform other duties as shall be assigned by the Board of Directors. Funds from the general account may only be withdrawn on the signature of the Treasurer and the counter signature of the Chair and/or of any individual appointed by the Board of Directors. The Treasurer shall prepare a financial report that will be presented at each meeting of the Board of Directors.
Section 6. The Immediate Past Chair shall sit as a member of the Executive Committee and serve as an ex-officio member of the Board of Directors.
ARTICLE VII COMMITTEES
Section 1. All committees shall be appointed from within the membership by the Chair, with the approval of the Board of Directors. Unless specifically approved by the Board of Directors and put into contract, all work done for the Region is on a voluntary basis and no monetary payment shall be received for such services rendered. The Treasurer may audit any committees' financial accounts and documents at any time. Appointed chairpersons will turn over all of their records and documents to the Region 5 Secretary and/or Treasurer within 90 days after completion of their charter.
ARTICLE VIII AMENDMENTS
Section 1. These By-laws may be amended, altered or repealed in whole or in part, by a favorable two-thirds vote of the Board of Directors at any annual, special, or general meeting.
ARTICLE IX AFFILIATION
Section 1. Region 5, Arabian Horse Association is a qualified Region of the Arabian Horse Association and subject to all provisions of its' Articles of Incorporation, By-Laws, Code of Ethics, and any other rules and regulations governing the Arabian Horse Association not inconsistent with Region 5, Articles of Incorporation and By-Laws.
ARTICLE X LIABILITY
Section 1. Members of the Board of Directors shall not be personally liable to the Corporation or its' members for monetary damages for conduct as a member of the Board of Directors, except for their liability (i) for acts or omissions which involve gross negligence or intentional misconduct, or a knowing violation of law; (ii) for any transaction from which the Board Member will personally receive a benefit in money, property or services to which the Board Members is not legally entitled. If the Washington Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of Board Members, then the liability of the Corporation shall be eliminated or limited to the fullest extent permitted by the Washington Nonprofit Act, as so amended. Any repeal or modification of the foregoing paragraph by the Corporation shall not adversely affect any right or protection of a Board Member existing at the time of such repeal or modification.
Section 2. The corporation shall have the power to fully indemnify, protect, defend and hold harmless any existing or former Board Member or agent for the Corporation for any action or inaction taken on behalf of the Corporation. This power shall be complete as allowed by applicable Washington and federal law.
The foregoing bylaws were filed for record with the Secretary of State of the State of Washington on July 14, 1978 and amended at the general meeting on July 1, 1979, January 1, 1980, April 12, 1986, November 5, 1994, May 29, 1997, January 18, 1998, September 26, 1998, September 25, 1999, April 13, 2003 and January 21, 2007.
T. Johnson ~ G. Irby