ARTICLE ONE - PURPOSE
The purposes of which this organization is formed are to operate as a social organization to promote the Miniature Horse breed, fellowship, and good sportsmanship, and to cooperate with other equine breed organizations.
ARTICLE TWO - OFFICES
Section 1.1: PRINCIPAL OFFICE
The principal office for the transaction of business of the club will be fixed and located in California. The jurisdiction of the club shall be the start of California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another.
Section 1.2: OTHER OFFICES
Branch or subordinate offices may be established by the Board of Directors at any place or places where the club is qualified to do business. The club shall have and continually maintain in the State of California a registered agent, whose office is identical with such registered office. The registered office may be, but need not be identical with the principal office in the State of California, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE THREE- MEMBERS
Section 1: MEMBERSHIP
Membership shall be open to all persons who subscribe to the objectives of the PACIFIC COAST MINIATURE HORSE CLUB, and agree to abide by its’ rules and regulations, and who apply for membership. Members of the PCMHC shall be admitted, retained, reprimanded, fined, suspended or expelled in accordance with such rules and regulations as the membership may, from time to time adopt. In all matters of elections governed by a vote of the members, each regular member in good standing who has attained the age of eighteen (18) years shall be entitled to one vote. Youth members shall not be entitled to vote.
Section 1.1: CLASSES OF MEMBERSHIP
There shall be three classes of membership. These classes shall consist of: Dual membership to be defined as head of household and to include spouse or two adults in the same household, by payment of a single fee, but no more than two memberships per fee shall be allowed. Individual membership is defined as any individual eighteen (18) years or older. Youth membership is defined as any individual seventeen (17) years or under. Section 2: ELECTION OF MEMBERS
Any person or family without regard to place of residence, sex, or race who shows his or her interest in the Miniature Horse breed, may become a member, providing they are acceptable to the majority of the Board of Directors of this club. Any person or family without regard to place of residence, sex, or race who shows his or her interest in the Miniature Horse or American Shetland Pony, may become a member, providing they are acceptable to the majority of the Board of Directors of this club.
Section 3: TERMINATION OF MEMBERSHIP
The Board of Directors by two-third (2/3) majority vote of the members of the board, may suspend or expel a member for cause, after appropriate hearing, giving the member involved written or printed notice stating the place, day and hour, to delivered personally or by registered mail with return receipt, not less than fifteen (15) nor more that forty-five (45) days of said hearing, an opportunity to be present and by majority vote of those present at any regularly constituted meeting of the Board, may terminate the membership of any member who becomes ineligible for membership, or suspends or expels any member who shall be in default in the payment of dues, show fees or any money owed the Club.
Section 4: RESIGNATION
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 5: REINSTATEMENT
Upon written request signed by a former member expelled or suspended pursuant to ARTICLE THREE, Section 3, and filed with the Secretary, the Board of Directors, by an affirmative vote of the majority of a quorum of the board, voting either by mail or a Board of Directors’ meeting, shall reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 6: TRANSFER OF MEMBERSHIP
Membership in this club shall not be transferable and any attempt to transfer shall immediately void the membership and relieve the club of any obligation to refund any dues paid.
Section 7: LIABILITY
No member shall be personally liable for debts, liabilities or obligations of the club except as provided by law.
ARTICLE FOUR MEETINGS OF MEMBERS
Section 1: ANNUAL AND REGULAR MEETINGS
A minimum of two (2) meetings of the general membership shall be held each year. The annual meeting shall be held in the last quarter of the year (October/ November/ December), at which time the nominations of officers shall be announced. At all regular meetings such other business as may properly come before the said meeting shall be properly considered and acted upon.
Section 1.1: ELECTORAL PROCESS
A nominating Committee of three (3) shall be appointed. The President shall appoint one (1) member of the Nominating Committee and remaining two members of the Nominating Committee shall be appointed by the Board of Directors. Not more than one (1) of the members of the Nominating Committee may be a member of the Board of Directors. Nominating Committee member’s appointment shall not be less than forty-five (45) days prior to the Annual meeting as provided in ARTICLE FOUR Section 1. Nominations by the Nominating Committee shall be presented at the Annual meeting. Nominations may be made from the floor at the Annual meeting by a motion duly seconded by at least one (1) additional member present at said meeting Nominees may run for only (1) position. Persons nominated for more than one (1) position must determine which position they will run for. Nominees will be elected by the majority of the general membership by mail ballot.
Section 1.2: VOTING
All voting for officers/directors of the club shall be by official ballot mailed to the member two (2) weeks prior to the closing date for the election.. An official ballot shall be deemed to be delivered when deposited in the U.S. mail addressed to the member at his address as it appears on the records of the club with postage therein prepaid. A majority of the official ballots received clearly postmarked by the closing date of the election is required to elect, and the total number of those ballots must constitute a quorum of the membership. In case of a tie or of no nominee receiving a majority of the votes cast, a second official ballot shall be mailed to the members listing only the two (2) nominees receiving the most votes for the particular position in question. In case of the second ballot ending in a tie, the Board of Directors shall convene in a special meeting to break the tie. Only members in good standing, whose dues, show fees or any money owed the club are paid prior to September 1 of the current year shall be eligible to vote at the election of officers/directors.
Section 1.3: NUMBER, TENURE AND QUALIFICATIONS
The number of officers shall be four and the Board of Directors shall be seven. The officers shall be President, Vice-President, Secretary and Treasurer. The directors shall include the officers and three (3) directors elected from the membership at large. All directors, including the officers, shall hold office for a period of two (2) years. The offices of President, Vice-President, Secretary and Treasurer shall be elected in the even numbered years and the three (3) directors shall be elected in the odd numbered years. Thus the board shall serve in a rotating format. Only members in good standing, whose dues, show fees or any money owed the Club are paid prior to September 1 of the current year, shall be eligible for elections as an officer.
Section 2: SPECIAL MEETINGS
Special meeting of members may be called by the President or Board of Directors, or 40% of the members having voting rights.
Section 3: PLACE OF MEETING
The President or Board of Directors may designate any place within Southern California for any regular or special meeting. Written or printed notice stating this place, day and hour of any meeting of the members shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten (10) days nor more than thirty (30) days before the day of such meeting, by or at the direction of the President or the Secretary. In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, notice of the meeting shall be deemed to be delivered when deposited in the U.S. mail addressed to the member at his address as it appears on the records of the club, with postage therein prepaid.
Section 4: INFORMAL ACTION BY MEMBERS
Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by fifty-five percent (55%) of the members eligible to vote with respect to the subject matter thereof.
Section 5: QUORUM
Twenty percent (20%) of the members eligible to vote at any meeting shall constitute a quorum of such meeting. If a quorum is not present at any meeting of the members a majority of the members present may adjourn the meeting from time to time without further notice.
ARTICLE FIVE BOARD OF DIRECTORS
Section 1: GENERAL POWERS
The affairs of the club, up to a Two Thousand Dollars ($2,000) maximum, shall be managed by the Board of Directors. The Directors shall be members of the club and shall be eighteen years of age or older.
Section 2: MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors shall be held as needed at a location selected by said Directors shall be transacted which is within the power of the Board of Directors.
Section 3: SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) directors.
Section 4: QUORUM
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but not less than a majority of the directors are present as said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 5: MANNER OF ACTING
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, By-Laws, or Roberts Rules of Order.
Section 6: VACANCIES
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by a majority of the Board of Directors. A director appointed to fill a vacancy shall server until the next regular election.
Section 7: COMPENSATION
Directors as such shall not receive any salaries for their services.
ARTICLE SIX OFFICERS
Section 1: OFFICERS
The officers of the club shall be President, Vice-President, Secretary, and Treasurer. Each officer shall hold office until his/her successor shall have been duly elected and shall have been seated.
Section 2: REMOVAL
Any officer or director elected or appointed may be removed by the general membership whenever in its judgment the best interest of the club shall be served thereby. A vote of at least two-thirds (2/3) of the eligible voting members of a quorum of members present at a regular or special meeting of the membership shall be required for the removal of an officer or director. Any officer or director who misses three (3) total, combined meetings, general, called board, and special meetings, without good cause in a calendar year may be removed by a majority vote of a quorum of the general membership with a special hearing.
Section 3: VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4: PRESIDENT
The President shall be the principal executive officer of the club and shall in general supervise all of the business and affairs of the club. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary, or any other proper officer of the club authorized by the general membership, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where signing and execution thereof shall be expressly delegated by the general membership or by these By-Laws, or by statute, to some other officer or agenda of the club; and in general, such other duties as may be prescribed by the Board of Directors from time to time. The President shall have the power to appoint such committees, as he/she may deem necessary for the advancement of the club.
Section 5: VICE PRESIDENT
In the absence of the President or in the event of the President’s inability or refusal to act for the best interest of the club, the Vice President shall perform the duties of the President, and when so acting, shall have all the power of and be subjected to all of the restrictions placed upon the President. The Vice President shall perform such other duties and from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 6: SECRETARY
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the records of the club and see that the seal of the club is affixed to all documents, the execution of which on behalf of the club under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office addresses of each member which shall be furnished to the Secretary by such member; in general perform all duties incidental to the office of the Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 7: TREASURER
The Treasurer shall have charge of all the funds of the club and shall place same in such bank or banks as may be approved by the Board of Directors. Such money shall only be withdrawn by check signed by the Treasurer with either the President or Vice President co-signing. All money shall be delivered to the Treasurer for deposit, for which the Treasurer shall issue a receipt. The Treasurer shall keep an accurate account of all transactions and render a detailed report, with vouchers, at any meeting of the Board of Directors, when requested, and report to the members of the club at its meetings.
ARTICLE SEVEN COMMITTEES
Section 1: COMMITTEES
Committees not having and exercising the authority of the Board of Directors in the management of the club may be designated by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The members of such committees shall be members of the club, and the President of the club shall appoint such members thereof as determined by a majority of the directors as above indicated. Any members of said committee may be removed by person or persons authorized to appoint such member whenever in their judgment the best interests of the club will be served by such removal.
Section 2: TERM OF OFFICE
Each member of a committee shall continue as such until his/her duty has been performed.
ARTICLE EIGHT CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1: CONTRACTS
The Board of Directors may authorize an officer or officers, agent or agents of the club, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the club, and such authority may be general or confined to specific instances, except that no contract may be entered into which binds the club for more than two (2) years unless consented to by the general membership by a majority vote of its members voting.
Section 2: CHECKS, DRAFTS, ETC.
All checks, drafts, or orders for payment of monies, notes, or other evidences of indebtedness, issued in the name of the club, shall be signed by such officer or officers, agent or agents of the club and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument may be signed by the Treasurer with either the President or Vice President co-signing.
Section 3: DEPOSITS
All funds of the club shall be deposited as soon as possible to the credit of the club in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4: GIFTS
The Board of Directors may accept gifts on behalf of the club, any contributions, gifts, bequests, or devices for general purposes or for any special purpose of the club.
ARTICLE NINE BOOKS AND RECORDS
The club shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its member, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the club may be inspected by any member or his/her agent or attorney at any reasonable time.
ARTICLE TEN FISCAL YEAR
The fiscal year of the club shall begin on the first day of January and end of the last day of December in each year.
ARTICLE ELEVEN DUES
Section 1: ANNUAL DUES
The general membership of the club may determine from time to time the amount of the initiation fees, if any, and the annual dues payable to the club by members of each class.
Section 2: PAYMENT OF DUES
Renewal of annual membership fees are due January 1 of each year. All memberships expire December 31st. Dues must be paid by February 1 to retain membership in the Club. After February 1, to be reinstated the dues and initiation fees must be paid, the initiation fee to be 1 ½ times the dues for each class or membership except youth.
Section 3: DEFAULT AND TERMINATION OF MEMBERSHIP
When any member is in default of money owed the club, including worthless checks for show fees, for a period of one month from the date such money becomes payable, said member can be suspended until all fees are paid. Thereafter all fees must be paid by cash, Money Order or Cashier Check for one year, or the Board of Directors, at their discretion may terminate the member in the manner provided in Article Three of these By-Laws.
ARTICLE TWELVE SEAL
The Board of Directors shall provide a club seal, which shall be in the form of a regular seal.
ARTICLE THIRTEEN CONDUCT AND ORDER OF BUSINESS OF MEETINGS
Section 1: CONDUCT
Except as required by statute or as otherwise provided in these By-Laws, all meetings of the members, Board of Directors, and committees shall be in accordance with Roberts Rules of Order.
Section 2: ORDER OF BUSINESS
Order of business of the membership meetings shall be as follows: 1. Roll call of officers and noting absentees. 2. Reading and approval of the minutes of last meeting. 3. Treasurers report on all receipts and disbursements since last meeting. 4. Reviewing and acting on new applications. 5. Communications, bills, etc. 6. Reports of committees. 7. Unfinished business. 8. Adjournment The order of business of the Board of Directors shall be stated as in Section 2 as they apply to the business of the board.
ARTICLE FOURTEEN AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a two-thirds (2/3) majority of a quorum of the general membership present at any meeting called for that purpose where no less than fifteen (15) and not more than forty-five (45) days written notice is given or the proposed changes and intention to alter, amend, or repeal or to adopt new By-Laws at such meetings If a quorum is not present at any meeting where notification has been given of propose changes to the By-Laws, the Board of Directors, at their discretion, may submit proposed changes to the general membership for a vote by U.S. Mail. Measure ballots must be signed by the member and postmarked on or before the official closing date. A two-thirds (2/3) majority vote of the ballots returned is required to pass a measure. KNOW ALL MEN BY THESE PRESENT That we the undersigned, being all members of the Board or Directors, hereby assent to the foregoing By-Laws and adopt them as the By-Laws of the Pacific Coast Miniature Horse Club. IN WITNESS WHEREOF, we, the existing Board of Directors have hereunto subscribed our names.