OZARKS MORGAN HORSE CLUB, INC.
Section 1. The name of this club shall be the Ozarks Morgan Horse Club, Inc. (hereinafter called "OMHC" or "the Club").
Section 2. The objectives of OMHC shall be:
To encourage and promote interest in, and the breeding and use of, Morgan Horses as versatile horses, engaged in activities as diverse as Show, Competition, Pleasure Driving, Trail Riding, Western Working and Breeding Stock.
To support the American Morgan Horse Association’s core messages: the Morgan Horse is a People Horse; the Morgan Horse is a Versatile Horse; the Morgan Horse is an Affordable Horse; and the Morgan Horse is a Way of Life.
To sponsor educational or other outreach forums to introduce the public to the joys of looking at, touching, riding, driving and owning the Pride and Product of America - the Morgan Horse.
To stress Morgan fun as well as breed promotion, with family-centered activities sponsored by the Club.
Section 3. The Club shall not be conducted or operated for profit and no part of any profit or remainder of residue from dues or donations to the Club shall inure to the benefit of any member or individual except that OMHC will be authorized and empowered to pay reasonable compensation for services rendered. Upon dissolution of the Club, the assets of OMHC shall be disposed of in accordance with the State of Missouri’s current General Not For Profit Corporation Law. After the liabilities of OMHC have been discharged or provided for, OMHC’s remaining assets shall be disposed of by a distribution to an organization or organizations for the benefit of Morgan Horses, or horses in general, as determined by the then acting Board of Directors.
Section 4. The members of OMHC shall adopt and may, from time to time, revise such Bylaws as may be required to carry out these objectives.
BYLAWS OF THE
OZARKS MORGAN HORSE CLUB, INC
The name of this club is the Ozarks Morgan Horse Club, Inc.also referred to as OMHC or the Club in these bylaws.
The objectives of OMHC are:
a. To encourage and promote interest in, and the breeding and use of, Morgan Horses as versatile horses, engaged in activities as diverse as Show, Competition, Pleasure Driving, Trail Riding, Western Working and Breeding Stock.
b. To support the American Morgan Horse Association’s core messages: the Morgan Horse is a People Horse; the Morgan Horse is a Versatile Horse; the Morgan Horse is an Affordable Horse; and the Morgan Horse is a Way of Life.
c. To sponsor educational or other outreach forums to introduce the public to the joys of looking at, touching, riding, driving and owning the Pride and Product of America - the Morgan Horse.
d. To stress Morgan fun as well as breed promotion, with family-centered activities sponsored by the Club.
3.1 There shall be three types of membership open to all persons interested in furthering the objective of the Club who make application to the Treasurer via the official membership form, agree to abide by the bylaws of the Club and make payment of the annual membership dues. Membership shall become effective upon acceptance at the next official meeting of the Club, unless the applicant fails to meet the conditions of Article 2.
Individual - is open to all persons 17 years of age and older and enjoys all OMHC privileges including the right to vote and hold office.
Family - is open to households and farms, including two members at least 18 years of age (who are each granted one vote) and any other persons living in the same household who are 10 years
of age or older. The family or farm members enjoy all OMHC privileges, except only the two voting members may hold office and count for determination of a quorum.
Junior - is open to persons 10 - 17 years of age and enjoys all OMHC privileges except the right to vote and hold office and shall not count in the determination of a quorum.
3.2 Membership dues are payable on or before the first meeting of each year. No member may vote whose dues are unpaid by the first meeting for the current year. Dues for new members joining the Club after the first of the year shall be pro-rated on a monthly basis until October 1, after which a full year’s dues shall be applied to the ensuing year. A full-year membership is presently $15 for Individual, $25 for Family and $7.50 for Junior.
3.3 Members may be terminated by:
Resignation. Any member in good standing may resign from OMHC upon written notice to the Secretary or verbal announcement at an official meeting. However, any existing debts owed OMHC must first be resolved.
Lapsing. A membership shall be considered as lapsed and automatically terminated if such member’s dues remain unpaid 60 days after the first day of the business year. In no case may a person be entitled to vote at any OMHC meeting whose dues are unpaid as of the date of that meeting. Any member whose membership lapses must re-apply for membership if dues are not paid within 60 days from the beginning of the business year.
Expulsion. A member may be expelled as provided in Article 11 of these bylaws.
Board of Directors
4.1 A single Board of Directors and Registered Agent shall serve both the corporation and the Club. General management of the Club’s affairs, property and business shall be entrusted to theBoard of Directors. The Board of Directors may delegate any of the powers of the Board to any Officer, Committee or Registered Agent.
4.2 The Board of Directors shall consist of three Directors, The President, the Immediate Past President and one Director-at-Large to be elected annually at the annual meeting. The term of office for the Board of Directors shall be for one year. The Vice President will automatically succeed to the office of President at the beginning of the next business year. The Officers and Directors shall serve from the beginning of the business year until the end of the business year.
4.3 The Board of Directors may fill any vacancies on the Board, such appointees to hold office for the unexpired term, or until action by the members, and may, in the temporary absence or inability of any officers, appoint a suitable person temporarily to act as such, with all the powers conferred upon such officer. A vacancy in the office of the President shall be filled automatically by the Vice-President, who will still serve the term for which he/she was elected and the resulting vacancy in the office of the Vice-President shall be filled by the Board.
Powers and Duties of Officers and Registered Agent
5.1 President: The President when present shall preside at all meetings of the members and Board of Directors; and shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate:
5.2 Vice President: The Vice President shall, in the absence or disability of the President, perform the powers and duties of the President; and shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate.
5.3 Secretary: The Secretary shall record all votes and proceedings at meetings of the members and Board of Directors; and shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate.
5.4 Treasurer: The Treasurer shall have charge of and keep all money, books of account, membership lists and papers of the Club; shall collect all annual dues and other monies due the Club; shall make all necessary disbursements to meet the financial obligations of the Club; and shall sign any Certificates of Membership which may be issued from time to time. The Treasurer shall have the authority to deposit funds of the Club in such bank(s) as he or she may select and to sign checks on behalf of the Club. The Treasurer shall maintain and report upon the membersin good standing for purposes of determining appropriate quorums for all meetings.The Treasurer shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate.
5.5 Registered Agent of the Corporation: The Registered Agent shall pay incorporation fees and make reports to the State of Missouri; call the annual corporate Board of Directors meeting before March 1 of each year; and record minutes at such meeting. The Registered Agent shall
not have a vote at any such meeting.
The Club Year, Nominations, Elections
6.1 Club Year. The Club’s business year for all purposes shall begin on the first day of January and end on the last day of December.
6.2 Nominations. No person can be a candidate in a Club election who has not been nominated in accordance with these bylaws. Before September 15, the Board of Directors shall appoint a Nominating Committee consisting of three members of the Club, only one of whom shall be a member of the current Board of Directors, to nominate Officers and Directors for election at the Annual Meeting and, after securing consent of each person so nominated, report their nominations to the Secretary. Should the Committee nominate the current Immediate Past President or an existing Director for an Officer position, it shall then provide two nominations to fill both Director positions. The names of the persons so nominated shall be sent to all members with the notice of the Annual Meeting. Being a member of the Nominating Committee does not preclude a member from nomination to a Board position. The Nominating Committee is required to have a proposed slate in place prior to November 1.
Additional candidates can be nominated from the floor at the Annual Club Meeting by members in good standing, provided that any candidate so nominated is either in attendance to consent or has provided a written consent to the member so nominating. If no additional candidates are nominated from the floor, the Nominating Committee’s slate of candidates shall be considered elected. If additional candidates are nominated from the floor, written ballots shall be used to determine the election for those positions with multiple nominations.
6.3 Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.
7.1 Annual Corporate Meeting. The Board of Directors and Registered Agent must hold an annual corporate meeting before March 1 of each year in order to comply with Missouri state law.
7.2 Annual Club Meeting. The annual meeting of the Club shall be the last regular meeting of each business year for the purpose of the election of the Board of Directors and receiving reports and for any other business that may arise.
7.3 Regular Club Meetings. Club meetings shall be held six (6) times each year, with date and location as determined by the Board and general membership at the preceding meeting. A quorum for such meetings shall not be required unless changes to the By-Laws are to be voted upon, then a quorum equal to 20% of the membership in good standing is required. All members shall be notified at least three days in advance of any meeting where By-Law changes are to be voted upon. The members of the Club may at any regular meeting propose a successor to any Director or other officer who has vacated his/her office, and the person so proposed shall be considered by the Board of Directors.
7.4 Special Club Meetings. Special meetings of members of the Club may be called at any time by the President or by the Secretary or by any two members of the Board of Directors. Notice of a meeting given by the Secretary shall constitute a call thereof. The notice of this meeting shall state the purpose of the meeting, and no other Club business may be transacted thereat. All special meetings of members shall be held at such place as shall be designated in the call thereof by the person or persons calling the meeting. The quorum for such a meeting shall be 1/3 of the members in good standing.
7.5 Board Meetings. The first meeting of the Board shall be held immediately following the annual meeting and election. Subsequently, meetings of the Board of Directors may be called at any time by the President, or by the Secretary, or by any two Directors, and all meetings shall be held at such place as shall be designated in the call thereof. Notice of a meeting given by the Secretary shall constitute a call thereof. The quorum for a meeting shall be a majority of the Board.
Notice of Meetings
Notice of all meetings of members of the Club and of all meetings of the Board of Directors shall be given by the Secretary in writing or by telephone at least seven days before the day of the meeting for meetings of the members, and at least three days before the day of the meeting for meetings of the Board of Directors; provided always that at any time when the office of Secretary is vacant or the Secretary is incapacitated or fails to act, notice of meetings of the members or of the Board of Directors may be given by the officer or officers calling the same, by giving notice thereof (in his or their own name or names) in the manner required when notice is given by the Secretary; and provided that any meeting of the Board of Directors shall be a legal meeting without notice if each Director, by a writing filed with the record of the meeting, waives such notice. Except as otherwise expressly required by these Bylaws, notices of the meetings of the members and of the Board of Directors need not specify the purposes thereof. The notice of each annual meeting of members shall be accompanied by a list of the nominees of the nominating committee for election at such meeting.
9.1 The Board of Directors may appoint and at their discretion remove such other committees as the Board may from time to time deem advisable and determine their powers and duties.
9.2 A committee, duly appointed by the Board, has the authority to spend up to $50 for approved Ozarks Morgan Horse Club functions.
These Bylaws may be amended at any meeting of members of the Club, by majority vote of the members present in person or by proxy and voting; provided that such amendment, or the substance thereof, is stated in the notice of such meeting.
11.1 American Morgan Horse Association Suspension. Any member who is suspended from the privileges of the AMHA automatically will be suspended from the privileges of the Club for a like period.
11.2 Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the Breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the interest of the Club or the Breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the Club or the Breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board, not less than 3 weeks and no more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes.
11.3 Board Hearings. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all evidence and testimony presented by complainant and defendant, the Board may by majority vote of those members present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership the penalty of expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his/her fellow members at the ensuing Club meeting which considers the recommendation of the Board. Immediately after the Board reaches a decision, its findings shall be put in written form and filed with the Secretary. The Secretary in turn, shall notify each of the parties of the decision and penalty, if any.
11.4 Expulsion. Expulsion of a member of the Club may be accomplished only at a meeting of the Club following a hearing and upon the recommendation of the Board, as provided in 11.3 of this Article. The President shall read the charges, findings and recommendations, and shall invite the defendant, if present, to speak in his/her own behalf. The members shall then vote by secret written ballot on the proposed expulsion. A majority vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not voted, the suspension will stand.
The Club may be dissolved at any time by the written consent of not less than 2/3 of the voting members. Dissolution and subsequent distribution of OMHC assets shall be in accordance with the Club’s Articles of Incorporation and Constitution.
Order of Business
13.1 Regular Club Meetings. At meetings of the Club, the order of business and agenda so far as the character and nature of the meeting permit may be as follows:
Minutes of the Last Meeting
Report of the President
Report of the Vice-President
Report of the Secretary
Report of the Treasurer
Report of Committees
Election of Officers and Board (Annual meeting only)
13.2 Board of Directors Meetings. At meetings of the Board of Directors, the order of business, unless otherwise directed by the majority vote of those present, may be as follows:
Reading of Minutes of the Last Meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Report of Committees