BY-LAWS OF LEAGUE OF AGRICULTURAL AND EQUINE CENTERS, INC.
ARTICLE 1. Name
The name of this organization shall be the League of Agricultural and Equine Centers.
ARTICLE 2. Purpose
The purpose of this organization is to serve as a communications network, to provide educational and professional development opportunities, and to promote higher professional standards to and among the management and staff of facilities that host equine and agricultural events.
ARTICLE 3. MembershipSection 1.
– Center Membership of the organization is available to facilities that have a minimum of 50 permanent stalls with the capacity of hosting multiple day events.
One individual shall represent the Center.Section 2.
– Allied Membership of the organization is available to entities that do not meet the criteria of ARTICLE 3, Section 1.
ARTICLE 4. Meetings, Quorum, and VoteSection 1.
Annual Meeting – The organization shall hold an annual meeting and symposium of the members for the election of Directors and for the transaction of such other business as may properly come before the membership. The place and time of the annual meeting shall be determined by the Board of Directors.Section 2.
Special Meeting – Special meetings of the Members may be called by the Board of Directors for any purpose, at any time. Notice for any special meetings shall be sent to all Members at their last known address at least 30 days prior to the date of the meeting.Section 3
. Meeting Notice – Notice of the annual meeting of the organization shall be sent to all Members at their last known address at least 90 days prior to the date of the meeting.Section 4.
Quorum – A quorum for an annual or special meeting shall consist of members present.Section 5.
Voting – At each
meeting of the Members, every Center Member and Allied Member is entitled to
one (1) vote, which shall be cast in person by the designated representative of
the Member. Allied Members are allowed to vote only on the election of the
Director representing Allied Membership. Voting shall be governed by
parliamentary procedure according to “Robert’s Rules of Order.”
ARTICLE 5. Dues
Membership, without stock, shall be subject to the payment of annual dues set by the Board of Directors.
ARTICLE 6. Board of DirectorsSection 1
business of the organization shall be conducted by a Board of seven (7)
Directors but no more than fifteen (15) Directors, including officers. One Director may be from the Allied
Membership having held a consecutive membership in good standing for the past
three (3) years. An Allied Member who
may be elected to the Board of Directors may not occupy an officer position. All Directors shall be elected for a term of
three (3) years. Beginning with the 2017
election, after serving three (3) consecutive terms, a Director must vacate his
position for at least one (1) year before seeking re-election to another term. Fulfilling an incomplete term is not
considered part of the term limit. Elections shall be conducted at each annual meeting of the
membership. The elected Directors will
be responsible for electing, from within their ranks, the following
Officers: Chairman, Vice-Chairman,
Secretary and Treasurer, who shall serve with bond.
Chairman of the Board of Directors will appoint, from within the current
serving Board members, the Nominating Committee. That committee will consist of
three (3) members.
i. The Nominating
Committee will identify candidates to fill each open position and/or expired
term among Directors at the time of the annual meeting.
ii. The Nominating Committee may publish a call
for candidates and eligible candidates must provide a cover letter and resume.
iii. The Nominating
Committee will prepare a slate of candidates for election as Directors using
the names of the individuals responding to the call for candidates, in addition
to the names of individuals brought to the attention of the Nominating
Committee by other means.
iv. The Nominating
Committee will present the slate of candidates and their qualifications to the
full Board of Directors at the last regularly scheduled Board meeting of a
calendar year prior to the next year’s annual meeting and symposium. The Board
will make a recommendation to the full membership on the slate of candidates
via email to the membership at least five (5) days prior to the first day of
the annual meeting and symposium.
v. Voting and
Nominations from the floor. Voting by the membership is to occur via written
ballot only. Nominations from the floor will be taken in successive order.
Floor nominees may remain in the meeting during floor nominations, voting and
counting. All floor nominees will be required to acquire and sign a Board
Eligibility Requirement form prior to any submission of floor nominations.
Quorum – A majority of the Directors shall constitute a quorum at any meeting.Section 3.
Vacancy – Any vacancy may be filled by a majority vote of the Board. Section 4.
Removal - Any Director may be removed from the Board due to unsatisfactory service or non-performance of duty by a majority vote of the remaining members of the Board.Section 5.
Compensation - Directors shall not receive any salary for services as a Director. The Board of Directors, under certain circumstances, may reimburse Directors for expenses incurred serving the League as a Director.
ARTICLE 7. Duties of Directors Section 1.
Management of Business - The Board shall be responsible for general supervision and control of the business affairs of the organization. It shall make all necessary rules and regulations consistent with law, the articles of incorporation, or these Bylaws for the management of the organization. It shall be the duty of the Board to properly record all business transactions. Section 2.
Meetings - The Board shall meet a minimum of four (4) times each year. The dates, times, and locations will be determined by the Board. Section 3.
The Chairman shall preside over all meetings of the organization and of the Board and shall perform other duties as prescribed by the Board. b.
The Vice-Chairman shall be vested with all the duties of the Chairman in his/her absence or disability, shall be generally in charge of all committee work, and shall perform other duties as prescribed by the Board. c.
The Secretary shall keep a complete record of all meetings of the organization and the Board and shall serve all notices required by law and/or these by-lawsd.
The Treasurer shall keep a complete record of all business of the organization; shall make a full report of all matters and business pertaining to his/her office to the members at the annual meeting; shall make all reports required by law; and shall perform other duties as prescribed by the Board. The Treasurer shall present a yearly financial summary at each annual meeting.e.
An Executive Staff may be appointed by the
Board of Directors. The primary responsibility of the executive staff shall
be: to administer, implement, and bring
together the member services, activities, and programs of the association for
the benefit of League members as directed by the Board of Directors. The executive staff shall serve at the
discretion of The League Board of Directors, subject to the terms of an Employment contract. The executive staff shall work closely with the Board of
Directors and committee members as well as responding to the needs of the
membership-at-large to bring about program results. The executive staff shall
perform other duties from time to time as deemed necessary by the Board of
Directors. The executive staff is a non-voting
position of The League.
ARTICLE 8. Financial Matters Section 1.
Contracts - Except
as otherwise provided in these Bylaws, the Board may authorize any officer or
officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name and on behalf of the organizations and such authority
may be general or confined to specific business. No debts shall be contracted
against the organization and such authority may be general or confined to
specific business. Contracts or Memorandums of Understanding that commit the
organization financially or to the performance of any services must be approved
by vote of the Board of Directors.
Checks, Drafts, Etc. - All checks, drafts, or other orders for
the payment of money and all notes, bonds, or other evidence of indebtedness
issued in the name of the organization shall be authorized by the Board of
Directors. Any and all banking,
investment or other financial accounts held by the organization shall have two
(2) Board of Directors members in good standing as signatories on said
accounts. Selection of these two (2)
Board Members shall be made by the current Board Chairman. All encumbrances and expenditures exceeding ten
thousand dollars ($10,000.00) must be approved by vote of the Board of
Deposits - All funds of the organization shall be deposited promptly to the credit of the organization in such bank or banks as the Board may select. Section 4.
Fiscal Year - The fiscal year of the organization shall be from January 1 through December 31. Section 5.
Accounting System and Reports - The Board shall establish and maintain, in accordance with generally accepted principles of accounting, an appropriate accounting system including reports.Section 6.
Review – A minimum of every two (2) fiscal years, the financial records,
including the financial statements, bank statements, check registers, tax
returns and any supporting documentation deemed necessary, shall be reviewed
for the previous two (2) years. The Chairman of the Board shall appoint at
least two (2) Board members to conduct the review. The Board may choose, at any time, to have
the financial records audited by a certified public account. In such case, the above mentioned review
would not be necessary for any year being audited.
Non-liability for Debts - No individual Member shall be personally responsible for any liability of the organization. The Members' private property shall exempt from execution or liability for any debt of the organization.
ARTICLE 9. BylawsSection 1.
Promulgation - The Board shall have the power to promulgate such Bylaws as may seem expedient by a majority vote. Section 2.
Contradictions - Any Bylaws found to be in violation of law, or the articles of incorporation shall be void.
ARTICLE 10. Amendments
These Bylaws may be amended by a majority vote at the Annual Meeting of the Center Membership, provided that a copy of such proposed amendment(s) shall have been included with the Annual Meeting notice (a minimum of 90 days).
ARTICLE 11. Dissolution
In the event of the dissolution of the Corporation, the principal assets of the Corporation will, after payment of all debts and expenses, be transferred to another tax exempt organization, or to the United States of America, as the Board of Directors shall determine.
ARTICLE 12. Indemnification
This organization shall, to the full extent permitted by law, indemnify any Director or Officer against expenses including attorney's fees, judgments, fines, and amounts paid in settlement reasonably incurred in the defense of any action, suit, or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been such Director or Officer of this organization, except in matters in which it is finally adjudged in such action, suit, or proceeding that he/she is liable for negligence or willful misconduct in the performance of his/her corporate duties.
ARTICLE 13. Headings
The headings used in these Bylaws are for the convenience of reference only and are not intended in any way to define or describe the scope or intent of any provision of these Bylaws.