East Tennessee Walking Horse Classic, Inc.
BYLAWS
ARTICLE I – Purpose
1. The organization shall be known as the EAST TENNESSEE WALKING HORSE CLASSIC, INC. The main purpose is to promote and fashion the East Tennessee Walking Horse Classic Horse Show and for the betterment of the walking horse breed.
2. The organization may have other fund raising drives during a one (1) year period.
ARTICLE II – Location
1. Regular meetings shall be held once a month as designated by the Board of Directors or the majority of the club membership.
2. Special meetings may be called by the President of the club, the Board of Directors or when requested by the majority vote of the club membership.
ARTICLE III – Members
1. Qualification for membership shall be a person interested in the welfare and promotion of the Tennessee walking horse breed.
2. Membership fees shall be $10.00 per member per year.
3. Members may not vote by proxy at any meeting.
4. Members must attend two meetings per year to be eligible to vote on the judges for the East Tennessee Walking Horse Classic.
ARTICLE IV – Board of Directors
1. The Board of Directors shall be made up of the officers of the club – President, Vice-President, Secretary, Treasurer, Show Chairman and five (5) Directors.
2. Directors will be representatives of the Tennessee walking horses in the East Tennessee area and will share the mission and goals of the corporation. This corporation is committed to a policy of fair representation on the board of directors which does not discriminate on the basis of race, physical handicap, sex, color, sexual orientation or age.
3. Election of new officers and directors or election of current directors and officers to a second term will occur as the first item of the October meeting of the corporation. Directors and officers will be elected by a majority vote of the club members.
4. The nominating committee for officers and directors will be made up of the current board of directors.
5. The term of each officer and director and will be one (1) year.
6. When a director dies, resigns, or is removed, the board may elect a director to serve for the duration of the unexpired term.
7. Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which time his or her removal is considered.
8. No compensation will be paid to any member of the board of directors for services as a member of the board.
ARTICLE V – Meetings of the Board of Directors
1. An annual meeting of the board of directors will be held in September of each year for the purpose of selecting a slate of officers for nomination for the ensuing year.
2. Special meetings of the board of directors may be called at any time by the president of the corporation or in his or her absence by the vice-president or upon receipt of a request signed by three (3) or more directors.
3. At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the membership will constitute a quorum at any meeting.
4. At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.
5. Proxy voting will not be permitted.
ARTICLE VI – Officers
1. The officers of the corporation will be a president, vice-president, secretary, treasurer, and show chairman and such other officers with duties as the board prescribes.
2. The officers of the corporation will be elected annually by majority vote of the general membership. Each officer will serve a one (1) year term.
3. Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that notice of intention to consider said removal has been given to each board member and to the officer affected at least 15 days previously.
4. A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.
5. The president will be the chief executive officer of the corporation. It will be the duty of the president to preside at all meetings of the board of directors and to have general supervision of the affairs of the corporation. He or she will execute on behalf of the corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the corporation.
6. It will be the duty of the vice-president to act in the absence or disability of the president and to perform such other duties as may be assigned to him or her by the president or the board. In the absence of the president, the execution by the vice-president on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the president.
7. The secretary will be responsible for keeping the corporate records. He or she will give or cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The secretary will be the custodian of all books, correspondence, and papers relating to the business of the corporation, except those of the treasurer. The secretary will present at each annual meeting of the board of directors a full report of the transactions and affairs of the corporation for the preceding year and will also prepare and present to the board of directors such other reports as it may desire and request at such times as it may designate. The board of directors at its discretion may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as above set forth under the general direction of the secretary or the president.
8. The treasurer will have the general charge of the finances of the corporation. When necessary and proper, he or she will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. He or she will present to the board of directors at its annual meeting his or her report as treasurer of the corporation and will from time to time make such other reports to the board of directors as it may require.
9. The show chairman will be the chief officer of the East Tennessee Walking Horse Classic show. It will be the duty of the show chairman to supervise all affairs of the walking horse show.
ARTICLE VII – Committees
1. The board of directors may designate one or more ad hoc committees, each of which will consist of at least one (1) committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals. The chair of the committee will be appointed by the president of the organization, who will act with the board’s approval. After consultation with the committee chair, the president will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law. Committees will be appointed as needed by the president.
2. The board of directors will have the following standing committees.
Executive Committee: This committee will be chaired by the president of the corporation and will consist of all other officers of the corporation and the chairs of all other committees. This committee will serve as the central planning group for the organization and as an advisory group to the executive director. It also will have full authority to act for the board in managing the affairs of the corporation during the intervals between meetings of the board.
ARTICLE VIII – Miscellaneous
1. The corporation will have the power to indemnify and hold harmless any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving willful misconduct). The corporation will have the power to purchase or procure insurance for such purposes.
2. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation. Such authority may be general or confined to specific instances.
3. All checks, drafts, and other orders for payment of funds will be signed by such officers or such other persons as the board of directors may from time to time designate. All documents will require two such signatures, at least one of which must be that of a member of the board of directors and the other may be of the executive director.
4. The corporation will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and it will 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 corporation may be inspected by any member or his or her agent or attorney for any proper purpose of any reasonable time.
