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ARTICLE I - NAME
The name of the Association shall
be "Ellis County Equine Association" hereinafter
referred to as ECEA, and, formerly known as "Ellis
County Horse Committee."
ARTICLE II - PURPOSE
A. The stated purposes of ECEA
shall be: To promote interest in all breeds of horses
from a county and regional standpoint and to promote the
improvement of the breeding and training of all types of
horses. To this end the ECEA will provide facilities
for meeting and exchanging ideas pertaining to all
breeds of horses and will promote, encourage, and
stimulate interest in the outstanding qualities of all
breeds of horses.
B. To educate Members and the
public about horses and related equines.
C. To gain proper publicity
through various functions sponsored by ECEA.
D. To engage in any lawful
activities as the Board of Directors may determine, or
as the affairs of ECEA may require, and may exercise all
of the rights and powers given to nonprofit corporations
or organizations by the State of Texas.
ARTICLE III - LOCATION AND
OFFICES
The location of ECEA shall be Post
Office Box 2763, Waxahachie, Ellis County, Texas, 75165.
ARTICLE IV - MEMBERS
Section 1. Classes of Members
A. This Association shall have
three (3) classes of Voting Memberships:
1) Individual Memberships
Individual Adult Members are over nineteen (19) years of
age.
2) Family Memberships
Family Members are parents and their children,
grandchildren, foster children or adopted children, aged
eighteen (18) years and under residing under the same
roof. A Family membership is entitled to one vote per
Adult Family Member.
3) Corporate Memberships
Corporate Memberships are entitled to one vote per
Adult, Active, Participating Member.
B. This association shall have
three (3) classes of Non-Voting Memberships.
1) Group Memberships
Group Memberships are available to recognized
organizations such as the 4-H, FFA Groups.
2) Honorary Memberships
3) Individual Youth Memberships
Individual Youth Members are aged eighteen (18) years
and under as of January 1. Individual Youth Members
shall have voting privileges in the ECEYA only.
Group and Honorary Memberships
shall be determined on an annual basis and by a majority
vote of the Board of Directors.
Section 2. Appointment of Members
Any person who is in good standing
in the community and ECEA, and, who has an interest in
horses or other equines may become a Member. Any such
person making proper application for Membership and
submitting the current year's dues may be elected to
Membership by the Board of Directors within thirty (30)
days to be effective on the date of application. ECEA
reserves the right to accept or reject any applications
for membership. This Association shall not discriminate
on the basis of age, sex, race, religion or national
origin.
Section 3. Voting Rights
Each Individual Adult Membership
shall be entitled to one vote in all elections and/or
meetings of ECEA. A Family Membership is entitled to
one vote per Adult Family Member in the same elections
and meetings as the above. A Corporate Membership is
entitled to one vote per Active, Participating Adult
Member in the above listed elections and meetings.
Membership must be in force at least thirty (30) days
prior to voting in any election. No Member shall be
entitled to vote if said Member is not in good standing
with ECEA, or, if said Member is subject to disciplinary
action.
Section 4. Disciplinary Rules
Members may be disciplined,
suspended, or expelled, for cause by affirmative vote of
the majority of the Members of the Board of Directors
after an appropriate hearing, and, nonmember may be
denied any or all Association privileges.
A) Cause
Cause is generally regarded as disorderly works in
debate, any form of indebtedness to this Association,
disorderly conduct in the Association activities, any
action that is detrimental to the ECEA and/or its
Members best interests or violation of such rules and
regulations as adopted by the Board of Directors.
B) Appropriate Hearing
After charges have been presented against a Member, the
Secretary shall send the accused written notice to
appear before the Board of Directors within thirty (30)
days at the time and place appointed in said notice,
and, furnish a copy of the charges. Failure to obey the
notice is cause for summary expulsion. The Member will
not be deprived of any privileges while the case is
pending. At the appointed meeting, the case will be
heard by the Board of Directors. The Board will present
charges in the case to the accused. The accused will
then be allowed to make an explanation and provide any
evidence and/or witnesses as desired. Both parties
shall be allowed to cross-examine the witnesses and
introduce rebutting testimony. When all evidence has
been presented, the accused shall retire from the
meeting and the Board shall deliberate upon the charges,
and act by vote upon the question or expulsion or
disciplinary action or other punishment proposed. No
Member shall be expelled or suspended by less than
majority vote of the Board of Directors. Proceedings
before the Board shall be informal, and rules of
evidence, both at common law or provided by Texas rules
of civil or criminal evidence, need not be strictly
observed. The standard by which admissibility is
determined is whether the evidence is such that an
ordinary prudent person is willing to rely upon it.
Members or participants in ECEA events or meetings or
appearing before the Board of Directors, agrees that all
witnesses and participants in such hearings or events
shall be immune from any civil liability whatever,
including, but not limited to, libel, slander, invasion
of privacy, defamation, or product disparagement, for
testimony given in the course of preparation for, or at
the hearing.
Section 5. Resignation
Any Member may resign by filing a
written resignation with the Secretary. Such
resignation shall not relieve the Member so resigning of
any financial obligations, assessments, or other charge
for which the Member became liable prior to
resignation. Membership fees are non-refundable.
Section 6. Reinstatement
Upon written request signed by a
former Member and filed with the Secretary, the Board of
Directors may, by the affirmative vote of a majority of
the Directors, reinstate such former Member to
Membership upon such terms as the Board of Directors may
deem appropriate.
Section 7. Transfer of Membership
Membership in the Association shall
not be transferable.
Section 8. Dues
Membership fees, which include
current years' dues, will be set by the Board of
Directors and approved by the General Membership. The
ECEA's year is the calendar year. Memberships are
accepted throughout the year. Full dues are collected
for memberships received January through September and
are pro-rated from October through December.
ARTICLE V - MEETINGS OF MEMBERS
Section 1. Annual Meetings
An annual meeting of the Members
shall be held each year as determined by the Board of
Directors, for the purpose of installing the new Board
and Officers for the new year. General Membership
meetings may be held once a month. All Members are
encouraged to attend all meetings.
Section 2. Special Meetings
A special meeting of the Members
may be called by the President or, a majority of the
Board of Directors or by no less than ten (10) percent
of the General Membership. Any Member or Members that
desire a special meeting of the Membership, and meeting
the requirements as stated in these By Laws, shall
present to the Secretary a written notice stating the
purpose of the meeting, and, affixed with the
appropriate number of signatures necessary to validate
the request. It will then become the responsibility of
the Secretary to determine the place and time of the
meeting. The meeting shall be held at the same location
as the other General Membership meetings if possible
and, not more than twenty-eight (28) days after
receiving the request for such meeting.
Section 3. Place of Meeting for
Any Annual or Regular Meeting
The Board of Directors may
designate any place within ECEA's territorial
jurisdiction (i.e. Ellis County, Texas) for any annual
or regular meeting called by the Board. The Board will
establish a central meeting place for the Board and
ECEA's needs.
Section 4. Notice of Meetings
Written notice stating the place,
day, and hour of any special meeting of Members shall be
delivered by mail or by e-mail or posting on the ECEA
web site to each Membership entitled to vote at such
meeting, not less than fourteen (14) days nor more than
thirty (30) days before the date of such meeting by the
Secretary. The notice of such special meeting shall be
deemed to have been delivered when deposited in the
United States mail addressed to the Member at the
Member's last known address with postage thereon paid or
by e-mail or posting on the ECEA web site. Notice of
all regularly scheduled meetings will be published in
the "Hoof Prints."
Section 5. Quorum
A majority of Members present at
any meeting shall constitute a quorum at such meeting.
Section 6. Voting
At any special, regular, or annual
meeting of Members, a Membership may vote only in person
and not by proxy.
Section 7. Manner of Acting
A simple majority of vote by Adult
General Membership shall be necessary for the adoption
of any motions or approval of any matters.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors shall manage
the affairs of the Association. The Board shall take
whatever actions deemed necessary to carry out the
primary purpose and promote ECEA, its Board, and its
members. The Board shall take necessary steps to
protect the best interest of this association.
Section 2. Number, Tenure and
Qualifications
The Board of Directors shall
consist of four (4) Officers and up to seven (7)
Directors. The Officers will be: President,
Vice-President, Secretary, and Treasurer. These
Officers and Directors shall serve a term of one (1)
year beginning January 1 and ending December 31 each
year. The Directors shall be chosen as follows; seven
(7) Directors shall be elected each year. The outgoing
President will remain on the Board for one (1) year as
an extra director. There may not be more than one (1)
Officer or Director from any one household on the
Board. Any Officer or Director must be an Adult Member
aged nineteen (19) or older.
Any members running for ECEA
Officers position or Board of Directors must qualify and
notify the Board with a Letter of Intent to run for a
position by the September General Membership Meeting.
Section 3. Regular Meetings
There will be regular meetings of
the Board of Directors, as determined by need of the
Board of Directors. The date, time and location of
these meetings shall be published in the "Hoof Prints".
The Board of Directors may provide by resolution the
time and place within the ECEA's territorial
jurisdiction for holding regular meetings of the Board
without other notice than such resolution.
Section 4. Special Meetings
The President or any Director may
call special meetings of the Board. The Board shall
reserve the right to hold closed sessions based on need.
Section 5. Quorum
A majority of the number of
Directors fixed by Section 2 of this article shall
constitute a quorum for the transaction of business at
any meeting of the Board, but, if less than a quorum is
present at said meeting, a sole Director may adjourn the
meeting.
Section 6. Manner of Action
The act of a majority of Directors
present at the meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 7. Vacancies
Any vacancy of Officers or Board of
Directors to be filled because of an increase in the
number of Directors, death, or resignation shall be
filled by a replacement selected by the President with
the approval of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the
unexpired term of his/her predecessor in office. Any
Director missing three (3) consecutive meetings shall be
removed and replaced unless excused by the Board. Any
Director who has allowed his/her Membership to lapse,
i.e., has not paid their dues by February 1st shall be
removed and replaced.
Section 8. Removal
Any Director may be removed from
office with cause, at any meeting of the Board of
Directors or those meetings called expressly for that
purpose by a majority vote.
Section 9. Compensation
Directors shall not receive any
salaries for their services as Directors or Officers.
Section 10. Informal Action of
Directors
Any action required by law to be
taken at a meeting of the Board of Directors may be
taken without a meeting if a consent, in writing,
setting forth the action so taken, shall be signed by
all of the Directors.
Section 11. Sergeant of Arms
The Sergeant of Arms may be
appointed by the President as needed to maintain order.
The Sergeant of Arms is not an Officer and does not have
voting privileges on the Board of Directors.
ARTICLE VII - OFFICERS
Section 1. Officers
The Officers of ECEA shall be
President, Vice-President, Secretary and Treasurer.
Section 2. Immediate Past
President
The Immediate Past President shall
be a non-elected position to be filled by the previous
year's outgoing President for one (1) year.
Section 3. President
The President shall be the
principal executive of the Association, and, shall in
general, supervise and control all of the business and
affairs of the Association. The President shall preside
at all meetings of the Members and the Board. The
President shall vote on matters only in the event of a
tie. The President and at least one (1) other Officer
is required to sign any deeds, mortgages, bonds,
contracts, and other instruments the Board has
authorized to be executed. The Board and President may
delegate the signing and execution of deeds, mortgages,
bonds, contracts and other instruments to any Board
Member or Association Member as may be required from
time to time. The President shall perform such other
duties incident to the Office of President and such
other duties as may be prescribed by the Board. The
President will be a Member ex-officio of all committees.
Section 4. Vice-President
In the absence of the President,
or, in the event of the President's inability or refusal
to act, the Vice-President shall perform the duties of
the President, and when so acting, shall have all the
powers of, and, be subject to all the restrictions upon
the President. The Vice-President shall perform other
such duties as may be assigned by the President or the
Board.
Section 5. Secretary
The Secretary shall keep full and
accurate minutes of the meetings of the Members, and, of
the Board of Directors in one or more books provided for
that purpose. The Secretary shall see that all notices
are duly given in accordance with the provisions of
these By Laws, or, as required by law; be custodian of
the Corporate records. The Secretary shall keep a
register of the post office address of each Member which
shall be furnished to the Secretary by such Members;
and, in general, perform all duties as may be prescribed
by the Board. The Secretary shall assure all motions
made and seconded at all meetings will be voted on, and,
the results of such vote accurately recorded in the
appropriate minutes of the meeting. The names of all
Officers, Directors, Members and guests present shall
also be recorded in such minutes. Any of the afore
mentioned information may be published in the "Hoof
Prints" as needed to keep the Membership informed of the
discussions in the meetings.
Section 6. Treasurer
The Treasurer shall keep or cause
to be kept correct and complete records of accounts
showing the financial condition and results of the
operations of ECEA. The Treasurer shall be legal
custodian of all monies, securities and other valuables
that may, from time to time, come into the possession of
ECEA. The Treasurer shall deposit all funds of ECEA on
coming into the Treasurer's hands in depository to be
approved by the Board. The Treasurer may perform other
such duties as may be prescribed from time to time by
the Board. The Treasurer, with the agreement of at
least one (1) other Officer, is empowered to spend up to
$100.00 per purchase for operation of ECEA without prior
approval of the Board. Any expenditure greater than
$100.00 shall be approved by the Board. The Treasurer
shall disburse funds of ECEA as directed by the Board
and all such disbursements shall be countersigned by at
least one (1) other Officer of ECEA. The Board at the
next regularly scheduled meeting must approve all
expenditures and receipts. The Treasurer shall also
provide the Board at all regularly scheduled meetings a
financial statement showing all income and expenditures
and the financial condition of ECEA. The Treasurer will
retain all receipts for any and all expenditures and
will assist in a yearly audit of the books of ECEA.
ARTICLE VIII - ELECTIONS
Section 1. Nominations Committee
A Nominations Committee, consisting
of four (4) Members appointed by the Board, will be
formed two meetings prior to the election meeting. The
Nominations Committee will contact all eligible members
(as directed in ARTICLE VIII SECTION 2), and, present a
slate of candidates of all willing persons to serve as
candidates for Officers and Directors at the next
regularly scheduled Board meeting. Candidates for
Officer position, if not elected to an official
position, may be voted in as Directors. Write-in
candidates are permitted if the write-in candidate has
met attendance qualifications.
Section 2. Eligibility to Serve
In order to be elected to any
office, or, to serve as a Member of the Board of
Directors, which includes write-ins on ballots, a Member
shall have attended a minimum of four of the previous
year's General Membership meetings or four ECEA
activities in any combination. No two eligible voting
Members of an immediate family residing at the same
address shall be eligible to hold Office. An additional
family member residing at the same address may hold a
director’s position, but only the member serving in a
office capacity would be allowed to vote. Any Officer
or Director must be an Adult Member aged nineteen or
older.
Section 3. Ballots
Ballots will be numbered and
printed on colored paper with the official logo of the
ECEA and only original ballots will be counted. A
disinterested party appointed by the Board will mail
ballots to all Adult Members in good standing with
ECEA. All ballots will be mailed no later than thirty
(30) days prior to the election meeting. Ballots will
be considered mailed when the ballots are deposited in
the United States mail. Three (3) people will be
appointed by the Board to receive and count the ballots
at the said meeting. The three (3) appointees will be
present when opening or counting the ballots.
ARTICLE IX - COMMITTEES
By February 1 of each year, the
President, with the approval of the Board of Directors,
shall appoint a Chairperson for the existing Committees
for the ensuing year. The Board of Directors may create
or delete Committees, as it may deem necessary. Each
Committee shall have a Chairperson that will report to
the Board at each regularly scheduled meeting. Each
Committee shall present an annual budget at the
regularly scheduled February Board meeting. No
Committee shall take any action without prior approval
of the Board. Also, the President, with the approval of
the Board of Directors, shall appoint as necessary the
Newsletter editor (also called the "Hoof Prints"
editor), and, the Point Keeper and his/her Committee for
the ensuing year.
ARTICLE X - POINT SYSTEM
Section 1. Approval
Board shall approve a point system
for determining those qualifying for, and, receiving
year-end awards. Once approved, the point system must
remain in effect for the current show season. The Board
may revise the point system for the upcoming show season
as necessary. The rules of the point system will be
published in the Hoof Prints when so changed by the
Board.
Section 2. Point Keeper
The Point Keeper or Designated
Member of that committee shall keep points toward
year-end awards in the format set forth by the Board.
The most current point standings will be published in
the latest issue of the Hoof Prints. Thirty days after
the Hoof Prints (including the points) have been
delivered to the United States Post Office for delivery
to the last known address as recorded by the Secretary
or Membership Committee, they will become final and
cannot be challenged. Prior to final publication of the
year-end awards, a selected committee reporting to the
Board of Directors will audit the points.
Section 3. Shows
Prior to the beginning of the show
season the Board will establish the number of shows and
the classes competing for year-end awards. The show
season is considered to be March 1 to November 1.
Section 4. Other Rules
Rules for proper behavior,
equipment, dress shall be available at all shows and
shall be enforced as necessary by the Show Chairman.
ARTICLE XI - AMENDMENTS
Section 1. Proposed Amendments
Proposed amendments to these By
Laws by the General Membership shall be submitted in
writing to the ECEA Secretary. The Secretary shall
submit the proposed amendments to the Board for the
Board's consideration and recommendation.
Section 2. Approval
If approved by the Board, the
proposed amendment shall be submitted to the Membership
at the next regularly scheduled Membership meeting if
notice of such amendment has been duly made. A majority
vote of the Membership present at a meeting will
constitute approval of a By Law Amendment.
ARTICLE XII - OTHER DEFINITIONS
A) "Hoof Prints" shall mean the
periodic publication of ECEA.
B) "Board" and/or "Directors"
shall mean the Board of Directors of ECEA.
ARTICLE XIII - INDEMNIFICATION
ECEA shall indemnify to the
fullest extent permitted by the Texas Nonprofit
Corporation Laws, any person who is made or threatened
to be made a party to an action, suit, or proceeding
whether civil, criminal, administrative, investigative,
or otherwise including an action by name or in the name
of ECEA, by the reason that the fact that the person is,
or was a Director or Officer of ECEA or serves, or
served at the request of ECEA, as a Director or Officer
at any other Corporation. The entitlement of any person
to indemnification hereunder, and, the amount of that
indemnification shall be determined in accordance with
the procedures and other provisions set forth in the
Texas Nonprofit Corporation Law in effect at the time of
the determination.
ARTICLE XIV - CONTRACTS, CHECKS,
DEPOSITS, AND FUNDS
Section 1. Contracts
The Board may, by the affirmative
vote of a majority of the Directors present at a duly
constituted meeting, authorize any Officer or Officers,
Agent or Agents of ECEA, in addition to the Officers so
authorized by these By Laws, to enter into or dismiss
any contract or execute and deliver any instrument in
the name of, and, on behalf of, ECEA, and such authority
may be general, or, confined to special instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or orders for
the payment of money, notes, or other evidences of
indebtedness issued in the name of ECEA shall be signed
by the Treasurer or another ECEA officer on bank
records.
Section 3. Deposits
All funds of ECEA shall be
deposited to the credit of ECEA in such banks, trust
companies, or other depositories as the Board may
approve, and deposit slips or receipts shall be
delivered to the Treasurer within ten (10) days of
transaction.
Section 4. Gifts
The Board may accept, on behalf of
ECEA, a contribution, gift, bequest, or devise for the
general purpose of, or, for any special purpose of the
ECEA.
ARTICLE XV - BOOKS AND RECORDS
ECEA shall keep correct and
complete books and records of account, and, shall also
keep minutes of the proceedings of its Members and
Board, and shall keep at its principal location in Ellis
County, State of Texas, record giving the names and
addresses of all its Members. Any Member or the agent
of the Member's attorney may inspect all books and
records of the ECEA, for any proper purpose at any
reasonable time. Audits shall be performed annually by
a committee appointed by the Board.
ARTICLE XVI - ECEA PROPERTY
No Individual, Board Member, or
Member shall loan, distribute, or give away any article
of value belonging to ECEA without a majority vote of
the Board of Directors. In the event the ECEA Board of
Directors votes to loan an article to an individual or
organization, with a minimum deposit of $100.00 shall be
required in advance. Prior to taking possession of a
loaned article, a written agreement to repair and/or
replace damaged or destroyed articles shall be deposited
with the Secretary of ECEA.
ARTICLE XVII - FISCAL YEAR
The fiscal year of ECEA shall
begin on the first day of January and end of the last
day of December in each year.
ARTICLE XVIII - DISSOLUTION
Upon dissolution or final
liquidation of "ECEA," after payment or provision of
payment of all the liabilities of "ECEA," the remaining
assets of ECEA shall be distributed to the Ellis County
Extension Agent, or, such other agency for the express
purpose of Youth Program enhancement.
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