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 112 E. Main St., Italy, TX 76651, Ellis County, Texas, 75165.
ARTICLE IV - MEMBERS Section 1. Classes of Members A. This Association shall have three (3) classes of Voting Memberships:
Individual Memberships - Individual Adult Members are over nineteen (19) years of age.
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.
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.
Group Memberships - Group Memberships are available to recognized organizations such as the 4-H, FFA Groups.
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.
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.
A call for nominations will be made at the October General Membership Meeting. Qualified candidates will be voted on at the November General Membership Meeting.
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.
If all candidates are running unopposed, then ballots will not be mailed.
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.