CORPORATE BYLAWS
(Amended 02/2012)
 

MID-AMERICA FOXTROTTING HORSE BREED ASSOCIATION

The objective of the Corporation, referred to hereafter as the Association, shall be as follows:

1. To promote the education of the members of Mid-America Foxtrotting Horse Breed Association in the breeding, care, use, handling, and development of fox trotting horses.

2. To encourage good sportsmanship and conduct among horse men and horse women and to foster good fellowship among all persons interested in fox trotting horses.

3. To assist in the establishing of horse shows throughout the area of the Mid-America Foxtrotting Horse Breed Association.

ARTICLE II: Membership

Section 1. Eligibility. Any individual may become a member of the Association if said individual pays the annual membership dues.

Section 2. Place of Meeting. Any annual or special meeting of the membership shall be held at such place within or without the State of Missouri as may be designated by Board of Directors. If there is a failure to designate a place for such meetings, same shall be held at the registered office of the Association.

Section 3. Meetings. The annual meeting of members shall be held during the months of October or November of each year for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting. Special meetings of the membership may be called by the President or by simple majority of the Board of Directors.

Section 4. Quorum. The membership of the Association present at any annual or special meeting shall constitute a quorum.

Section 5. Notice of Membership Meetings. Written or printed notice of each meeting of the membership stating the place, date, 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 or given not less than five (5) or more than forty (40) days before the date of the meeting either personally, or by mail, by or at the direction of the President or the secretary. Any notice of a membership meeting sent by mail shall be deemed to be delivered when deposited in the United States Mail, with postage thereon prepaid, and addressed to the member at his address as it appears on the records of the Association. Attendance of a member at any meeting shall constitute a waiver of notice of such meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened.

Section 6. Fixing of Record Date. The Board of Directors shall have the power to fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of the membership, as a record date for the determination of the members entitled to notice of, and to vote at, any such meeting, and any adjournment thereof. In such case, such members and only such members as shall be members on the record date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof. If the Board of Directors does not set a record date for the determination of the members entitled to notice of, and to vote at, a meeting of the members, only the members who are members of record at the close of business on the twentieth day preceding the day of the meeting shall be entitled to notice of the meeting and any adjournment of the meeting.

Section 7. List of Members. A complete list of all members entitled to vote at any annual or special meeting shall be compiled at least ten (10) days before such meeting by the officer or agent having charge of the membership books of the Association. Such list shall be compiled in alphabetical order with address of each member, and the list shall be kept on file at the registered office of the Association for a period of at least ten (10) days prior to such meeting and shall be open to inspection by any member for such period during usual business hours. Such list shall also be present and kept open at the time and place for such meeting and shall be subject to the inspection of any member during this meeting.

Section 8. Proxies. There shall be no proxy soliciting, and a member must be present in person to cast a vote at any regular or special meeting,

Section 9. Voting.  Each member, age 18 or over, shall have voting rights, and shall be entitled to one vote upon each matter submitted to a vote at any meeting of the membership, subject to the restrictions of Sections 6 and 8 above.

ARTICLE III: Board of Directors

Section 1. Number, Duration and Vacancies. The number of directors of the Association shall be a minimum of six (6) and a maximum determined by the expansion and growth of the Association, to be determined in the following manner: Within Greene County in Missouri, two directors will be elected Interstate 44 and U.S. Highway 65 (excluding the area of Greene County) shall divide Missouri into four areas with a director elected in each of those four areas. Each state of the Union shall be entitled to elect a director when that state has a minimum of twenty memberships in the Association.

The directors shall be nominated and elected as follows: The membership, in each of the four areas described above, in the City of Springfield, and each state of the Union entitled to a director, shall, at the annual meeting of the Association, nominate a director or directory to be elected by the general membership of the Association entitled to vote at the annual meeting.

Each director shall hold office for a period of three (3) years or until his successor shall have been elected and qualified. If the office of any officer or Board of Directors becomes vacant by reason of resignation, death, disqualification or for missing three (3) consecutive meetings, regular board meetings, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the Association. Special situations will be considered, i.e., illness. The succeeding director shall be from the same geographical area as the departing director.

The terms of President, Vice-President, Secretary, and Treasurer shall be of two years duration. In order to provide continuity, the terms of President and Secretary will be alternated with the terms of Vice-President and Treasurer.

The outgoing president of the Association shall serve as a voting advisory member of the Board of Directors for a period of one (1) year. The President shall be the only officer who is not a member of the Board of Directors and shall not make a motion, second a motion, or vote. However, in the event of a tie vote of the Board of Directors the President shall vote to break the tie. In the absence of the President, the Vice-President shall only vote to break a tie.

Section 2. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, and the act of the majority of such quorum, present at any such meeting shall be the act of the Board of Directors.

Section3. Meetings, Special meetings of the Board of Directors may be called at any time and place by the President or at any time and place by the written request of a majority of the Board of Directors delivered to the President of the Association The five day written notice provision of Section 4 does not apply to a special meeting.

Section 4. Notice. Notice of any meeting of the Board of Directors shall be given at least five (5) days prior thereto, in writing, delivered personally or mailed to each Director throught U.S. mail or email. Notice given by mail shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. Notice given by email shall be deemed to be delivered when sent to an email address provided by the officer. Notice to a director may be waived by executing a written waiver thereof or by attendance at any meeting except where a director attends the meeting for the express purpose of objecting to the transaction of any business because a meeting was not lawfully called or convened. Notice or waiver of notice of any meeting of the Board of Directors need not state the business to be transacted for the purpose thereof.

ARTICLE IV: Power of the Board of Directors

Section 1. Management of the Association is vested in the Board of Directors which shall exercise all powers of the Association except for those specifically reserved to the Association membership. The President shall be an ex-officio member of all committees.

ARTICLE V: Duties of Officers

Section 1. President. The President shall supervise and control the business, property, and affairs of the Association, subject to the authority hereinabove given to the Board of Directors, and shall preside at all meetings of the membership and of the Directors. The President shall appoint the chairperson of any and all committees and shall perform ail duties incident to the office.

Section 2. Vice President: The Vice-president shall perform the duties and exercise the powers delegated to him/her by the Board of Directors and the President of the Association. In the absence of the President, the Vice-President shall perform the functions of the President.

Section 3. Secretary. The Secretary shall attend all meetings of the membership and Board of Directors and shall record all votes and keep minutes of such meetings. The Secretary shall give all notices in the manner required in the Bylaws of the Association and shall be custodian of the Association records, Association seal, and when authorized by the Board of Directors, President or Vice-President, shall affix; the seal to any document or instrument of the Association, requiring the seal. The Secretary shall have general charge of the membership list of the Association and list of the past office addresses of such members which shall be given by each such member to the Secretary. The Secretary, in general, shall perform all duties incident to the office of Secretary and perform such other duties as may be required by the Board of Directors or the President. If the Secretary is absent from any meeting, than the Board of Directors may select any of their number, or any Assistant Secretary, to act as temporary Secretary. The Secretary shall be an exofficio member of all committees.

Section4. Treasurer. The Treasurer shall attend all meetings and maintain an accurate record of all financial transactions of this Association and shall perform such other duties as shall be prescribed by the Board of Directors, including the preparation of a financial statement to be presented to the general membership at their regular annual meeting or any special meeting where appropriate. The Treasurer of the Association and any Treasurer of a show sponsored by the Association shall be bonded at the expense of the Association.

Section 5. Editor/Historian.  The Editor/Historian  position is a two-year position. The Editor/Historian shall attend all meetings and send by mail a newsletter at least once and no more than 4 times per calendar year.  The newsletter shall notify members of upcoming events and other pertinent information.  The Editor/Historian shall be responsible for the maintenance and preservation of all Association information and records.  The Editor/Historian shall be responsible for the traveling trophies.

Section 6. Futurity/Maturity Treasurer. The Futurity/Maturity Treasurer is a two-year position.  The Futurity/Maturity Treasurer shall attend all meetings and maintain an accurate record of all financial transactions involving the finances of the Futurity and Maturity competitions and shall perform such other duties as shall be prescribed by the Board of Directors, including the preparation of a financial statement to be presented to the general membership at their regular annual meeting or any special meeting where appropriate. The Futurity/Maturity Treasurer of the Association and any Treasurer of a show sponsored by the Association shall be bonded at the expense of the Association.

ARTICLE VI: Rules and Regulations

Section 1. Sportsmanship. Unsportsmanlike behavior or discourtesies to the judges, show officials, or other exhibitors by a Mid-America Foxtrotting Horse Breed Association member may result in the offending member being summoned before the Board of Directors for a Bearing concerning the incident The Board of Directors shall be empowered to take action as deemed appropriate for the offense.

Section 2. Disqualification. Any entry that is disqualified by a judge will be excused from the class.

Section 3. Qualified Judges. Judges must be in good standing with MFTHEA with no past history of having a card revoked.

ARTICLE VII: Liabilities

The Association shall not have the power to subject itself to indebtedness exceeding the current funds in the treasury. The members of the Association shall not be liable for any debts of the said Association.

ARTILE VIII: Amendments

The Bylaws of the Association may be amended or repealed new Bylaws may be adopted by a vote of two-thirds of the members entitled to vote, at any annual meeting of the members, without notice, or at any special meeting-of the members, with notice setting forth the terms of the proposed By Laws, amendment or repeal.

ARTICLE IX: Miscellaneous

The Mid America Fox Trotting Horse Breed Association will accept the rules of the Missouri Fox Trotting Horse Breed Association, Inc. as long as the latter does not conflict with the rules of the Mid-America Fox Trotting Horse Breed Association.

The Mid America Foxtrotting Horse Breed Association shall continue to be incorporated as a not-for-profit organization through the office of the Missouri Secretary of State.

All proceedings of the Mid America Fox Trotting Horse Breed Association will be governed by Robert's Rules of Order.

   

Mid America Foxtrotting Horse Association
"Specializing in Preserving the Performance Gaits of the Missouri Fox Trotting Horse "
P.O. Box 726, Republic, MO 65738
www.mofoxtrot.com/midamerica