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Kentucky Paso Fino Horse Association, Inc. Bylaws

ARTICLE I
NAME
This corporation shall be known as Kentucky Paso Fino Association, Inc. a non-profit Kentucky Corporation hereinafter referred to as the region.

ARTICLE II
LOCATION
This corporation shall be located in Kentucky and the membership will be residents of Kentucky or other locals.

ARTICLE III
OBJECTIVES
The objectives, goals and purposes of the Region shall include, but not be limited to, the following:

1. Promote, encourage and stimulate interest in the uses and qualities of the Paso Fino Horse.
2. Educate, instruct, inform, enlighten and interest people in proper methods of horse care, treatment, training, handling, and riding techniques.
3. Promote cooperative relationships between members and other PFHA groups, especially between the national Paso Fino Horse Association, Inc. (PFHA Inc.), and its registry.
4. Aid and encourage breeding, exhibiting, using and perpetuating the Paso Fino Horses.

ARTICLE IV
MEMBERSHIP

Section 1. Application
1. Application for membership shall be made on such form and in such manner as may be determined by the Board of Directors and shall be accompanied by payment of dues for the ear of application. Upon receipt of such application, the application may be approved or rejected by a majority vote of the Board of Directors.

Section 2. Voting Members

1. Individual member – A member in good standing with the PFHA Inc. 18
Years or older, with voting membership in this Region.
2. Corporate membership – A legal entity recognized by the PFHA Inc. That desires to be registered in a farm name with voting membership in this Region.

Section 3. Non-voting Members

1. Junior Membership – a member in good standing with the PFHA, Inc. under the age of 18.
2. Associate membership – a member 18 years or older, individual or corporate, which are members of the PFHA Inc., but whose voting membership is with another region.
3. Sponsoring membership – any individual, business, organization, or group that wishes to support the purposes and functions of the Region.

Section 4. Annual Dues

1. Each member shall pay annual dues on or before the first day of October of each year. Dues paid by members joining the Region between the date of the June Regional show and Sept. 30th shall be deemed applying for the following year. Any member delinquent in dues for more than 30 days shall cease to be a member of the Region and shall forfeit all rights and privileges belonging to such member.
2. The annual dues for a member of the Kentucky Paso Fino Horse Association, Inc. shall be established from year to year by the Board of Directors.
3. No monies shall be refunded or additional monies colleted when a change in dues category is made within a membership year.

Section 5. Basis of Revoking Membership

Members shall be subject to expulsion by a 2/3 vote of the Board of
Directors of the Region for violation of the by-laws of the Region. No
Such action shall be taken against a member until such member has been served with written specific charges and afforded a full and fair hearing.

ARTICLE V
BOARD OF DIRECTORS

Section 1. Composition and Term

1. The Board of Directors shall be composed of the elected officers of the Region and up to two other duly elected non-office holding members. Each director shall hold office for the term for which elected and until a successor is elected and qualified. The immediate past president of the Region is to be one of the two non-office holding members of the Board of Directors.

Section 2. Duties

1. Transact the general business of the Region in the interim between regular meetings. All business transactions and decisions shall be reported at the next regular meeting.
2. Provide for proper care of materials, equipment and funds of the Region, for payment of legitimate expenses, and for the auditing of all books of account by a non-affiliate party.
3. Fill vacancies on nominating committee and Board of Directors, except president and president elect.
4. Hold meetings of Board of Directors as necessary.

Section 3. Vacancies

1. The office of a director shall be vacant under the following circumstances:
a. The death, resignation, or permanent inability to assume the duties of a director.
b. Failure of a director to maintain a regular membership.
c. The Board of Directors shall review the record of any director who attends less than 75% of the scheduled board meetings and may give consideration to a request for resignation.
2. Any vacancy occurring between Annual meetings shall be filled by the Board until the next annual meeting. Any vacancy arising at an annual meeting shall be filled by election at the annual meeting for the unexpired term.

ARTICLE VI
MEETING

1. There shall be a Board Directors meeting immediately preceding or following each regular meeting of members.
2. Special meetings – The President or a majority of the board may call a special meeting of the Board at any time and at any place upon 5 day written noticed to each director.
3. Quorum – At any meeting of the Board, the presence of 51% of the Directors shall constitute a quorum to transact business.
4. Voting by mail or phone – The Board of Directors may take action by contacting the board members by mail or telephone and a majority vote shall rule.
5. Open meetings – All Board of Director meetings are open to members in good standing.
ARTICLE VI
MEETING OF MEMBERS

Section 1. Annual Meeting
1. Date – Annual meetings of members shall be held between the dates of the Grand National Show and the first Regional horse show of the season. A 30 day written notice to membership is required.
2. Purposes – To duly elect officers and Board of Directors for the ensuing year, all of whom shall take office immediately following election; and to transact any and all business required by the region.
3. Qualified Membership – A current qualified membership role prepared by the Region secretary or treasurer shall be on hand at annual meetings.
4. Procedures – Procedures to be followed during annual meetings are found in Article IX, General Provisions. Those members present at an annual meeting shall constitute a quorum to transact business.
5. Voting – A.) Special measures – A favorable vote of 2/3 of the votes cast shall be required to enact, repeal or amend by-laws, amend the articles of incorporation, or dissolve the corporation. B.) Ordinary measures – A majority of the votes cast shall be necessary for the election set out in numeral paragraph 2 above. C.) Proxies or mailed ballots – Voting by proxy or by mailed ballot shall not be permitted.
6. Proposed amendments to the by-laws must be submitted in writing to the President by any regular member in good standing with the Region. At least 30 days prior to the annual meetings proper notice of by-law changes shall be mailed to the membership of the Region by the Secretary.

Section 2. Regular Meetings
1. Date of regular meeting- regular meetings in addition to the annual meeting shall be called by the President as considered necessary. A 10 day written notice of meetings of membership is required.
2. Procedures – Procedures to be followed during regular meetings and found in Article IX, General Provisions. Those regular members present at regular meetings shall constitute a quorum to transact business.
3. Voting Procedures – All measures and or actions shall be enacted by a clear majority vote.
ARTICLE VII
OFFICERS Section

1. Number and Term of Officers

1. The officers of the Region shall consist of the President, Vice President, Secretary, and Treasurer and shall be elected to a term of one year. Each officer shall automatically hold a seat on the Board of Directors.
Section 2. Election
1. Officers shall be elected by the membership at annual meetings in accordance with the procedures of “Robert’s Rules of Order, newly revised.”
2. In the event there are 3 or more candidates for an office and no candidates receives a majority of the votes cast, there shall be a revote for the 2 candidates receiving the largest number of votes.
3. The ballot vote may be dispensed with by unanimous vote where there is but one candidate for an office.
Section 3. Qualifications
1. Each officer shall be a regular member of the Region at all times during the term of office.
2. The incumbent President shall serve 1 full year on the Board of Directors following the term as President.
Section 4. Vacancy
1. Any vacancy in the officers shall be filled by the board of Directors until said vacancy is filled by election at the next annual meeting.
Section 5. Duties of the President
1. The President shall preside at annual meetings, meetings of the general membership, and meetings of the Board of Directors.
2. Except as otherwise provided, the President shall appoint all members of the committees who shall serve at the pleasure of the President, and shall be an ex-officio member of all committees.
3. Within the limitations imposed by the Articles of Incorporation, these by-laws, and any duly adopted resolutions, the President shall have general power to conduct and manage the affairs and business of the Region.
Section 6. Duties of the Vice-President
1. The Vice-President shall assume the duties of the President in the event of the President’s absence or inability to act, or at the President’s request.
2. The Vice-President shall have such other duties as may be specifically delegated by the President.
Section 7. Duties of the Secretary
1. The Secretary shall keep, or cause to be kept, a full and complete record of the proceedings of annual meetings, regular meetings and of meetings of the Board of Directors and of action taken by the Board of Directors.
2. The Secretary shall keep, or cause to be kept the seal, books, documents and papers of the region and shall affix the seal to all papers duly authorized by the President.
3. The Secretary shall handle, or cause to be handled; all correspondence approved by the President and performs all duties incident to the office of Secretary.
4. The Secretary shall publish notice of the place and date of annual meetings, general meetings and meetings of the Board of Directors.
5. The Secretary shall keep a corrected copy of the Region By-Laws.
6. The Secretary shall have other such duties as delegated by the President.
Section 8. Duties of the Treasurer
1. The Treasurer shall deposit all monies of the Region in the name of the Kentucky Paso Fino Horse Association, Inc. in a bank selected and designated by the Board of Directors, subject to withdrawal for authorized purposes upon the signature of an officer duly authorized as a check signer by the Board of Directors of the Region, one of whom shall be the Treasurer and at least one other of whom shall be the President.
2. The Treasurer shall disperse funds of the Region in accordance with the directions given by the President or properly supported as an obligation of the Region.
3. The Treasurer shall keep complete books of account, prepare and present an itemized statement at annual meetings and prepare and present such interim reports as may be required by the President, and prepare and file reports required by all governmental agencies.
4. The Treasurer shall have other such duties as may be delegated by the President.

ARTICLE VIII
COMMITTEES

Section 1. Nominating Committee
1. A nominating committee appointed by the President and approved by the Board of Directors shall nominate officers, directors of the board, a director to sit on the PFHA Inc. Board of Directors, and a PFHA Inc. Convention delegate.
2. Each committee member shall be a regular member and must be in attendance at the annual meeting.
3. The nominating committee shall present its list to the President of the Region 30 days before each annual meeting and the list of nominees is to be published along with the notice of the annual meeting.
Section 2. Other Committees
1. The membership at annual meetings, the Board of Directors, or the President may provide for the appointment and duties of such other committees as may be necessary or desirable.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Robert’s Rule of Order (newly revised)
1. The rules contained in the “ Robert’s Rules of Order” shall govern the region in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Region may adopt.
2. The above rules of order will cover the annual meetings, regular meetings, Board of Directors meetings, and all committee meetings.
Section 2. In addition to nominations by the nominating Committee, nominations may be made from the floor.
ARTICLE X
FISCAL YEAR
The fiscal year of the Region shall be October 1 to September 30 of each year.
ARTICLE XI
AUDIT OF BOOKS
Books of account and membership records shall be available to any member upon written request to the Board of Directors.
ARTICLE XII
COMPENSATION
No compensation shall be paid to Directors for services performed by them for the Region in any capacity unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors before such services were rendered.

ARTICLE XIII

NON-PROFIT STATUS
No part of the net earnings of the region shall inure to the benefits of any individual or member.

ARTICLE XIV

POWERS
In order to promote the purpose of this Region, it may acquire property by grant, gift, purchase, devise or bequest and hold and dispose of such property as the region shall require for the benefit of the members and not for pecuniary profit.
ARTICLE XV
DISTRIBUTION OF ASSETS UPON DISSOLUTION
No person, firm, or corporation shall ever receive any dividends or profit from the undertaking of this Region and upon dissolution of the Region all of its assets remaining after payment of all costs and expenses of each dissolution shall be distributed to organizations which have qualified for exemptions under Section 501(c) (3) of the Internal Revenue Code, or the Federal Government or of a State or local government for a public purpose and none of the assets will be distributed to any member, officer, or trustee of this Corporation.
ARTICLE XVI
These By-Laws supersede any and all by-laws in effect heretofore and supersede all resolutions inconsistent herewith.
Signatures: President, Secretary
Date: May 23, 1998

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